Darling Ingredients Germany Holding GmbH

Belm-Icker

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

Darling International NL Holdings B.V.

Best/Niederlande

Annual Report Darling International NL Holdings B.V. 2022

Contents

Annual Report

Management report

Financial Statements

Consolidated balance sheet as at 31 December 2022

Consolidated profit and loss account for the year ended 31 December 2022

Consolidated statement of comprehensive income for the year ended 31 December 2022

Notes to the 2022 consolidated financial statements

Company balance sheet as at 31 December 2022

Company profit and loss account for the year ended 31 December 2022

Notes to the 2022 company financial statements

List of consolidated shareholdings

Other information

Independent auditor's report

Provisions in the Articles of Association governing the appropriation of result

Management report

In accordance with Part 9 of Book 2 of the Netherlands Civil Code under article 394, the Management Report is, upon request, available for inspection at the office of Darling International NL Holdings B.V.

Financial Statements Darling International NL Holdings B.V. 2022

Company address:

N.C.B.-weg 10

5681 RH BEST

The Netherlands

Consolidated balance sheet as at 31 December 2022

In thousands of euros

(before result appropriation)

		2022		2021
		EUR	EUR	EUR	EUR
Fixed assets
Intangible fixed assets	1	539,209		130,584
Tangible fixed assets	2	965,100		666,504
Financial fixed assets	3	158,222		308,442
			1,662,531		1,105,530
Current assets
Inventories	4	348,333		242,569
Trade and other receivables	5	399,421		289,349
Cash and cash equivalents	6	96,248		53,298
			844,002		585,216
			2,506,533		1,690,746
Group equity	7
Shareholders' equity		897,102		593,277
Minority interests		78,180		52,483
			975,282		645,760
Provisions	8		296,733		108,307
Long-term liabilities	9		597,415		517,502
Current liabilities	10		637,104		419,178
			2,506,533		1,690,746

The notes on pages 19 to 63 are an integral part of these consolidated financial statements.

Consolidated profit and loss account for the year ended 31 December 2022

In thousands of euros

		2022		2021
		EUR	EUR	EUR	EUR
Net turnover	13	2,406,826		1,762,875
Changes in inventories of finished products and work in progress		64,715		(7,824)
Other operating income	14	38,525		12,364
Total operating income			2,510,066		1,767,415
Costs of raw materials and consumables		927,270		600,219
Costs of outsourced work and other external costs	15	888,830		613,925
Wages and salaries	16	255,512		224,026
Social security and pension charges	17	57,015		50,612
Amortization and depreciation on intangible and tangible fixed assets	18	127,327		91,284
Other value changes in intangible and tangible fixed assets		-		-
Total operating expenses			2,255,954		1,580,066
Operating result			254,112		187,349
Interest income and similar income	20	14,137		6,977
Interest charges and similar charges	21	(38,652)		(26,063)
			(24,515)		(19,086)
Result before tax			229,597		168,263
Tax on result from ordinary activities	22	(65,774)		(39,857)
Share of result from participating interests		4,870		4,875
			(60,904)		(34,982)
Result after tax			168,693		133,281
Minority interests			(11,817)		(8,023)
Net result			156,876		125,258

The notes on pages 19 to 63 are an integral part of these consolidated financial statements.

Consolidated statement of comprehensive income for the year ended 31 December 2022

In thousands of euros

	2022		2021
		EUR		EUR
Consolidated net result after tax attributable to the company		156,876		125,258
Unrecognized actuarial gains	5,426		682
Foreign currency impact of cashflow hedges	18,485		(10,147)
Unrealized foreign exchange (loss) / gain directly in shareholders' equity	(26,958)		23,184
Total of items recognized directly in shareholders' equity of the company as part of the group entity		(3,047)		13,719
Total comprehensive income		153,829		138,977

The notes on pages 19 to 63 are an integral part of these consolidated financial statements.

Notes to the 2022 consolidated financial statements

General

Reporting entity and relationship with parent company

Darling International NL Holdings B.V., having its statutory seat in Eindhoven, the Netherlands and its office address at N.C.B.-weg 10, 5681 RH Best is a private limited liability company under Dutch law and its consolidated subsidiaries and joint venture entities (together hereafter, "the company"), constitutes a component division owned by Darling International Netherlands B.V., a private company, having its statutory seat in Amsterdam and its office address in Best, The Netherlands. The financial information of the company is included in the consolidated financial statements of Darling Ingredients Inc., a United States listed firm seated in Irving, Texas. The 2021 consolidated financial statements of Darling Ingredients Inc. can be obtained from www.darlingii.com.

The company is registered with the chamber of commerce under registration number 59238666. The component entities are mainly located in the Netherlands, Germany, France, Belgium, China and Brazil. The ultimate parent of the company is Darling Ingredients Inc., located in Irving, Texas, United States.

The company holds worldwide positions in the slaughter by-product markets. The company's core activity is adding value to slaughter by-products. These products are used as high quality ingredients in highly diverse markets as pharmaceutics, cosmetics, food, feed, energy and technology. The company invests in innovative sustainable processes such as the production of biofuel and biophosphates.

The consolidated financial statements are presented in thousands of euros and rounded as such.

Financial reporting period

These financial statements cover the year 2022, which ended at the balance sheet date of 31 December 2022.

Basis of preparation

The consolidated financial statements of the Company are part of the statutory financial statements of the Company and have been prepared in accordance with Title 9, Book 2 of the Dutch Civil Code.

Several amendments and interpretations apply for the first time in 2022, but do not have a material impact on the Consolidated Financial Statements.

The accounting policies applied for measurement of assets and liabilities and determination of results are based on the historical cost convention, unless otherwise stated in the further accounting principles.

Application of Section 402, Book 2 of the Netherlands Civil Code

The financial information of the Company is included in the consolidated financial statements. For this reason, in accordance with Section 402, Book 2 of the Dutch Civil Code, the separate profit and loss account of the Company exclusively states the share of the result of participating interests after tax and the other income and expenses after tax.

Going concern

These financial statements have been prepared on the basis of the going concern assumption.

Accounting policies for the measurement of assets and liabilities and the determination of the result

General

Assets and liabilities are measured at historical cost, unless stated otherwise in the further principles.

An asset is recognised in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the asset has a cost price or value of which the amount can be measured reliably. Assets that are not recognised in the balance sheet are considered as off-balance sheet assets.

A liability is recognised in the balance sheet when it is expected that the settlement of an existing obligation will result in an outflow of resources embodying economic benefits and the amount necessary to settle this obligation can be measured reliably. Provisions are included in the liabilities of the Company. Liabilities that are not recognised in the balance sheet are considered as off-balance sheet liabilities.

An asset or liability that is recognised in the balance sheet, remains recognised on the balance sheet if a transaction (with respect to the asset or liability) does not lead to a major change in the economic reality with respect to the asset or liability. Such transactions will not result in the recognition of results. When assessing whether there is a significant change in the economic circumstances, the economic benefits and risks that are likely to occur in practice are taken into account. The benefits and risks that are not reasonably expected to occur, are not taken in to account in this assessment.

An asset or liability is no longer recognised in the balance sheet, and thus derecognised, when a transaction results in all or substantially all rights to economic benefits and all or substantially all of the risks related to the asset or liability are transferred to a third party. In such cases, the results of the transaction are directly recognised in the profit and loss account, taking into account any provisions related to the transaction.

If assets are recognised of which the Company does not have the legal ownership, this fact is being disclosed.

Income is recognised in the profit and loss account when an increase in future economic potential related to an increase in an asset or a decrease of a liability arises of which the size can be measured reliably. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability arises of which the size can be measured with sufficient reliability.

Revenues and expenses are allocated to the respective period to which they relate. Revenues are recognised when the Company has transferred the significant risks and rewards of ownership of the goods to the buyer.

The figures for 2021 have been reclassified for comparison purposes. The reclassification concerns the netting of outstanding Intercompany payables and receivables as presented in the balance sheet assets and liabilities in Note 5 (assets) and Note 12 (liabilities) for an amount of EUR 20.588 and the netting of deferred tax assets and liabilities in Note 3 (DTA) and Note 8 (DTL) for an amount of EUR 3.913.

Functional and presentation currency

The financial statements are presented in euros ('EUR'), which is the Company's functional currency. All amounts have been rounded to the nearest thousand.

Use of estimates

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the accounting principles and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The following accounting policies are in the opinion of management the most critical in preparing these financial statements and require judgements, estimates and assumptions:

•	Recognition and subsequent measurement of fixed assets, and
•	Recognition and subsequent measurement of provisions;
•	Recognition and subsequent measurement of deferred tax assets;
•	Recognition and subsequent measurement of inventories and accounts receivable;
•	Recogniation and subsequent measurement of business combinations.

Mergers and acquisitions

On February 25, 2022, a wholly-owned international subsidiary of the Company acquired all of the shares of Group Op de Beeck, a Belgium digester, organic and industrial waste processing company, that is now included in our Fuel Ingredients segment, for a purchase price of approximately EUR 67.5 million.

On August 1, 2022, a wholly-owned international subsidiary of the Company acquired all of the shares of the FASA Group, the largest independent rendering company in Brazil, pursuant to a stock purchase agreement dated May 5, 2022 (the "FASA Acquisition"). The FASA Group, with its 14 rendering plants and an additional two plants under construction, will supplement the Company's global supply of waste fats, enhancing it as a leader in the supply of low-carbon waste fats and oils.

The Company initially paid approximately R$2.9 billion Brazilian Real in cash (approximately 557,4 million EUR at the exchange rate in effect on the closing date of the acquisition) for all the shares of the FASA Group, subject to certain post-closing adjustments and a contingent payment based on future earnings growth in accordance with the terms set forth in the stock purchase agreement. Under the stock purchase agreement, such contingent payment could range from R$0 to a maximum of R$1.0 billion if future earnings growth reaches certain levels over a three year period. The Company has completed an analysis for this contingency and has recorded a liability of approximately R$428.2 million(approximately EUR 81,2 million at the exchange rate in effect on the closing date of the acquisition) representing the present value of the maximum contingency under the income approach.

The Company's current analysis of forecasted earnings at December 31, 2022 resulted in an adjustment to increase the carrying value by approximately EUR 7.0 million which is booked through goodwill.

On March 7, 2022, a wholly owned international subsidiary of the Company acquired all the shares of the Van Helvert group, a Belgium digester, organic and industrial waste processing company that is now included in our Fuel segment for a purchase price of EUR 2.8 million. On October 31, 2022, a wholly owned subsidiary of the Company acquired all shares of the De Jong group, a Dutch industrial waste processing company that is included in our Fuel segment as well for a purchase price of EUR 6.5 million. This acquisition is not deemed material for the consolidated financial statements. On November 30, 2022, a wholly owned subsidiary of the Company acquired all shares of Zafe, a Brazilian company to strengthen the sales base of the CTH business for a purchase price of EUR 0.2 million.

These acquisitions are not deemed material for the consolidated financial statements of the company.

Consolidation principles

Consolidation scope

The consolidated financial statements include the financial information of the Company, its subsidiaries in the group, other group companies and other companies over which the Company can exercise control or of which it conducts the central management. Subsidiaries are participating interests in which the Company (and/or one or more of its subsidiaries) can exercise more than half of the voting rights in the general meeting, or can appoint or dismiss more than half of the managing directors or supervisory directors.

Group companies are participating interests in which the Company has a majority interest, or in which it can exercise decisive influence (control) by other means. In assessing whether the Company has control, potential voting rights are taken into account that can be exercised in such a way that they will provide the Company with more or less influence.

Interests exclusively held with the view to resale are exempted from consolidation if the intention to resale was already present at the acquisition date, resale within one year is probable and at the acquisition date (or shortly thereafter) other indicators are being met. These interests are presented as securities, under current assets (`exclusively held for sale ́).

Newly acquired participating interests are consolidated as from the date that decisive influence (control) can be exercised. Participating interests disposed of remain included in the consolidation until the date of loss of this influence.

For a list of the consolidated group companies reference is made to the list of consolidated shareholdings of the financial statements (Note 35).

Business combinations

A business combination is a transaction whereby the group obtains control over the assets and liabilities and the activities of the acquired party.

Business combinations are accounted for using the 'purchase accounting' method on the date that control is transferred to the group (the acquisition date). The transaction price is the cash consideration or equivalent agreed as part of the acquisition, or the fair value of the consideration transferred at the acquisition date. Transaction costs that are directly attributable to the business combination are allocated to the transaction price. In case of deferred payment of the consideration, the transaction price is the discounted value of the consideration.

The group recognises the identifiable assets and liabilities of the acquiree at the acquisition-date. These assets and liabilities are recognised individually at their fair values, provided that it is probable that future economic benefits will flow to the group (assets) or settlement will result in an outflow of resources embodying economic benefits (liabilities), and the cost or fair value of it can be measured with reliability.

Refer to the accounting policy under the heading 'Intangible fixed assets' for the recognition of positive or negative goodwill resulting from a business combination.

An agreed possible adjustment to the purchase price that is contingent on future events is included in the purchase price if the adjustment is probable and the amount can be measured reliably. It is also possible that a previous estimate of the adjustment to the purchase price must be revised.

Such adjustments to the purchase price, that are recorded as changes in estimates, will also result in an adjustment to (positive or negative) goodwill. The adjusted goodwill is amortised prospectively from the date of the adjustment of the purchase price. Comparative figures are not adjusted.

Consolidation method

The consolidated financial statements are prepared by using uniform accounting policies for measurement and determination of result of the group.

In the consolidated financial statements, intragroup shareholdings, liabilities, receivables and transactions are eliminated. Also, the results on transactions between group companies are eliminated to the extent that the results are not realised through transactions with third parties outside the group and no impairment loss is applicable. For a transaction whereby the Company has a less than a 100% interest in the selling group company, the elimination from the group result is allocated pro rata to the minority interest based on the interest of the minority in the selling group company.

Subsidiaries are consolidated in full, whereby minority interest is presented separately within group equity. If losses to be allocated to the minority interest exceed the minority interest within equity of the consolidated entity, the difference, including any further losses, is fully charged to the majority shareholder, except to the extent that the minority shareholder has the obligation to, and is able to, compensate for the losses. The minority interest in the result is deducted from group result on a separate line item in the consolidated profit and loss account.

Principles for the translation of foreign currency

Transactions in foreign currencies

At initial recognition, transactions denominated in foreign currency are translated into the functional currency of the company at the exchange rate applying at the date of the transactions.

Monetary assets and liabilities denominated in foreign currency are translated at the balance sheet date into to the functional currency at the exchange rate applying on that date. Translation gains and losses are taken to the profit and loss account in the period in which they arise. Exempted from this are exchange differences on monetary items that are part of a net investment in a foreign operation (see below).

Non-monetary assets and liabilities denominated in foreign currency that are measured based on historical cost, are translated into the functional currency at the exchange rates at the date of the transactions. Non-monetary assets and liabilities denominated in foreign currencies that are measured at current value, are translated into the functional currency at the exchange rates when the current value is determined. Exchange rate differences that arise from this translation are directly recognised in equity as part of the revaluation reserve.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated into euros at exchange rates applying on the balance sheet date. Income and expenses of foreign operations are translated into euros at the exchange rate applying on the transaction date.

Translation gains and losses are taken to reserve for translation difference within equity. If a foreign operation is fully or partially sold, the respective amount is transferred from the reserve for translation difference to the profit and loss account.

Financial instruments

Financial instruments include investments in shares and bonds, trade and other receivables, cash items, loans and other financing commitments, derivative financial instruments, trade payables and other amounts payable. These financial statements contain the following financial instruments: loans and receivables (both purchased and issued), equity instruments, other financial liabilities and derivatives.

Financial assets and liabilities are recognised in the balance sheet at the moment that the contractual risks or rewards with respect to that financial instrument originate.

Financial instruments are derecognised if a transaction results in a considerate part of the contractual risks or rewards with respect to that financial instrument being transferred to a third party.

Financial instruments (and individual components of financial instruments) are presented in the consolidated financial statements in accordance with the economic substance of the contractual terms. Presentation of the financial instruments is based on the individual components of financial instruments as a financial asset, financial liability or equity instrument.

Financial and non-financial contracts may contain terms and conditions that meet the definition of derivative financial instruments. Such an agreement is separated from the host contract if its economic characteristics and risks are not closely related to the economic characteristics and risks of the host contract, a separate instrument with the same terms and conditions as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value with changes in fair value recognised in the profit and loss account. Financial instruments embedded in contracts that are not separated from the host contract are recognised in accordance with the host contract. Derivatives separated from the host contract are, in accordance with the measurement policy for derivatives for which no cost price hedge accounting is applied, measured at cost or lower fair value.

Financial instruments are initially measured at fair value, including discount or premium and directly attributable transaction costs. However, if financial instruments are subsequently measured at fair value through profit and loss, then directly attributable transaction costs are directly recognised in the profit and loss account at the initial recognition.

After initial recognition, financial instruments are valued in the manner described below.

Loans granted and other receivables

Loans granted and other receivables are carried at amortised cost on the basis of the effective interest method, less impairment losses. The effective interest and impairment losses, if any, are directly recognised in the profit and loss account. Purchases and sales of financial assets that belong to the category loans granted and other receivables are accounted for at the transaction date.

Non-current and current liabilities and other financial commitments

Non-current and current liabilities and other financial commitments are measured after their initial recognition at amortised cost on the basis of the effective interest rate method. The effective interest is directly recorded in the profit and loss account.

Redemption payments regarding non-current liabilities that are due next year, are presented under current liabilities.

Derivatives

Derivatives are measured at fair value with recognition of all changes in value in the profit and loss account, except where hedge accounting is used to hedge the variability of future cash flows that affect the profit and loss account (cash flow hedge accounting).

Cash flow hedge

If cash flow hedge accounting is used, the effective portion of the fair value changes of the derivatives is initially recognised in the revaluation reserve. As soon as the expected future transactions lead to the recognition of gains or losses in the profit and loss account, the respective amounts are transferred from the revaluation reserve to the profit and loss account. If a hedged position in respect of an expected future transaction leads to the recognition in the balance sheet of a non-financial asset or a non-financial liability, the Company adjusts the cost of this asset by the hedging results. This is done through a transfer from the revaluation reserve of the results that have been deferred in this reserve until such time.

If a derivative no longer meets the conditions for hedge accounting, expires or is sold, or if the Company has decided to no longer apply hedge accounting, the hedging relationship is terminated. The deferred gains or losses recognised at the time of the termination of the hedging relationship remain in equity until the expected future transaction takes place. If the transaction is no longer expected to take place, the deferred gain or loss on the hedge recognised in equity is transferred to the profit and loss account.

Impairment of financial assets

A financial asset that is not measured at (1) fair value with value changes reflected in the profit and loss account, or at (2) amortised cost or lower market value, is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, with negative impact on the estimated future cash flows of that asset, which can be estimated reliably. Objective evidence that financial assets are impaired includes significant financial difficulty of the issuer or obligor, breach of contract such as default or delinquency in interest or principal payments, granting to the borrower a concession that the Company would not otherwise consider, indications that a debtor or issuer will enter bankruptcy or other financial restructuring, the disappearance of an active market for that financial asset because of financial difficulties or observable data indicating that there is a measurable decrease in the estimated future cash flow, including adverse changes in the payment status of borrowers or issuers, indications that a debtor or issuer is approaching bankruptcy, and the disappearance of an active market for a security. Indicators for subjective evidence are also considered together with objective evidence of impairments, such as the disappearance of an active market because an entity's financial instruments are no longer publicly traded, a downgrade of an entity's credit rating or a decline in the fair value of a financial asset below its cost or amortised cost.

The entity considers evidence of impairment for financial assets measured at amortised cost (loans and receivables and financial assets that are held to maturity) both individually and on a portfolio basis. All individually significant assets are assessed individually for impairment. The individually significant assets that are not found to be individually impaired and assets that are not individually significant are then collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Company uses historical trends of the probability of default, the timing of collections and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate.

Impairment losses are recognised in the profit and loss account and reflected in an allowance account against loans and receivables or investment securities held to maturity. Interest on the impaired asset continues to be recognised by using the asset's original effective interest rate.

Impairment losses below (amortised) cost of investments in equity instruments that are measured at fair value through profit or loss, are recognised directly in the profit and loss account.

When, in a subsequent period, the amount of an impairment loss decreases, and the decrease can be related objectively to an event occurring after the impairment was recognised, the decrease in impairment loss is reversed through profit or loss (up to the amount of the original cost).

Offsetting financial instruments

A financial asset and a financial liability are offset when the entity has a legally enforceable right to set off the financial asset and financial liability and the company has the firm intention to settle the balance on a net basis, or to settle the asset and the liability simultaneously.

If there is a transfer of a financial asset that does not qualify for derecognition in the balance sheet, the transferred asset and the associated liability are not offset.

Intangible fixed assets

Intangible fixed assets are only recognised in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the cost of that asset can be measured reliably.

Intangible fixed assets acquired from third parties are valued at acquisition price less accumulated amortisation and, if applicable impairments. The accounting principles for the determination and recognition of impairments are included under the section impairments of fixed assets.

Intangible fixed assets are amortised following the straight-line method which is in accordance with the estimated useful life. The following amortization percentages are applied:

• Goodwill :	10 %
• Permits :	6.67 %
• Supplier relations :	8 - 14%
• Customer relationships :	10%
• Land user rights :	2% - 2.5%
• Patents :	12.5 %
• Trade names :	6.67 %
• Software :	20% - 33,3%

Goodwill

Goodwill represents the excess of the cost of the acquisition of the participating interest over the company's interest in the net realisable value of the assets acquired and the liabilities assumed of the acquired entity, less cumulative amortisation and impairment losses. Internally generated goodwill is not capitalised.

Goodwill paid upon the acquisition of foreign group companies and subsidiaries is translated at the exchange rates at the date of acquisition. The capitalised goodwill is amortised on a straight-line basis over an estimated useful life. In case the useful life cannot be estimated, goodwill is amortized in 10 years in accordance with article 386-3 Book 2 title 9 of the Dutch civil code.

Negative goodwill (interest in fair values of the identifiable assets and liabilities at the acquisition date is less than the cost of acquisition) is recognised as a separate accrual.

To the extent that negative goodwill relates to expected future losses and expenses that are identified in the acquisition plan and that can be determined reliably, that portion of the negative goodwill is credited to the profit and loss account when those future losses and expenses occur.

To the extent that negative goodwill relates to expected future losses and expenses that are identified in the acquisition plan and that can be determined reliably, and the expected losses and expenses are not recognised in the period in which they were expected, the portion of the negative goodwill that does not exceed the fair values of the identifiable non-monetary assets is systematically credited to the profit and loss account in proportion to the weighted average of the remaining useful life of the acquired depreciable fixed assets, and the portion that exceeds the fair values of the identifiable nonmonetary assets is immediately credited to the profit and loss account.

To the extent that negative goodwill does not relate to expected future losses and expenses that can be determined reliably at the acquisition date, the portion of the negative goodwill not exceeding the fair values of the identifiable non-monetary assets is systematically credited to the profit and loss account over the weighted average useful life of the acquired amortisable assets, and the portion that exceeds the fair values of the identifiable non-monetary assets is immediately credited to the profit and loss account.

In case of a full or partial sale of a participating interest, the positive goodwill that can be allocated to the sold part is written off proportionally (in case of capitalized goodwill) or reversed proportionally (in case of goodwill charged directly against shareholder equity) and is charged to the book result. In the latter case, a useful life of 10 years is assumed in determining the amount to be reversed.

Permits

The permits include agriculture, building and construction, declaration, certificate, license, emissions, environmental, feed handle materials and animal by-products, production and plant site, storage and treatment sites and water permits. Permits are stated at costs less accumulated amortization. The costs concern acquisition price. The permits are amortised on a straight-line basis over an estimated useful life of fifteen years. The estimated useful life is based on the lifetime of the specific permit.

Supplier relations

The category supplier relations consists of long-term relationships with raw material suppliers. Supplier relations are stated at costs less accumulated amortization. The costs concern acquisition price. The estimated useful life of these relations is based on the specific segment between 7 and 12 years.

Customer relationships

The category customer relationships consists of long-term relationships with customers. Customer relations are stated at costs less accumulated amortization. The costs concern acquisition price. The estimated useful life of these relationships is 10 years.

Land user rights

The land user rights are leaseholds in different countries where the company is located. Land user rights are stated at costs less accumulated amortization. The costs concern acquisition price. In accordance with the underlying contracts of these rights the useful life is determined between 40 and 50 years.

Patents

Patents are stated at costs less accumulated amortization. The costs concern acquisition price. The estimated useful life of the patents is determined on 8 years.

Trade names

The following trade names are recognized: Ecoson, Rendac, Sonac C3, Sonac Bone, Sonac Fat, Sonac Blood, Sonac Heparin, Rousselot CTH and FASA. Tradenames are stated at costs less accumulated amortization. The costs concern acquisition price. The estimated useful life of all trade names is determined at 15 years, useful life of the FASA tradename is determined at 5 years.

Other intangible fixed assets

Other intangible fixed assets are stated at cost less accumulated amortisation and impairment losses. They relate to purchased software.

The capitalised amount is amortised on a straight-line basis. The estimated useful life of the this software is determined at 3-5 years.

Contrary to what is measured before, at each reporting date the recoverable amount is assessed for the following assets (irrespective of whether there is any indicator of an impairment):

―	intangible assets that have not been put into use yet;
―	intangible assets that are amortised over a useful life of more than 20 years (counting from the moment of initial operation/use)."

Tangible fixed assets

Tangible fixed assets are recognised in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the cost of that asset can be measured reliably.

Land and buildings, Machinery and equipment, Other fixed operating assets, Fixed assets under construction are stated at cost, less accumulated depreciation and impairment losses.

The cost consists of the price of acquisition or manufacture, plus other costs that are necessary to get the assets to their location and condition for their intended use. The cost of self-constructed assets includes the cost of materials and consumables and other costs that can be directly allocated to the construction. The cost of construction furthermore includes a reasonable portion of the indirect costs and the interest on debts during the period of construction of the assets.

Investment grants are deducted from the cost price of the assets to which the grants relate.

Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each item of the tangible fixed assets. No depreciation is recognised on land and fixed assets under construction. Depreciation starts as soon as the asset is available for its intended use, and ends at decommissioning or divestment. The following depreciation percentages are applied:

• Buildings :	3.33-10%
• Machinery and equipment :	10-33.3%
• Other fixed operating assets :	6.67-33.3%

Maintenance expenditures are only capitalised when the maintenance leads to extension of the useful life of the asset. Costs of major maintenance and repairs are included in the book value of the tangible fixed assets (the so-called 'component approach'). The component approach is applied for costs of periodic major maintenance. This means that major components of a tangible fixed asset that can be distinguished from each other and that have a different useful life or expected pattern of use, are depreciated separately.

Tangible fixed assets, for which the company and its group companies possess the economic ownership under a financial lease, are capitalised. The obligation arising from the financial lease contract is recognized as a liability. The interest included in the future lease instalments is charged to the profit and loss account during the term of the finance lease contract.

Assets retired from active use are measured at the lower of book value or net realisable value.

Financial fixed assets

Participating interest with significant influence

Participating interests where significant influence is exercised over the business and financial policy are valued according to the equity method on the basis of net asset value. If measurement at net asset value is not possible because the information required for this cannot be obtained, the participating interest is measured according to the visible equity. In assessing whether the company has significant influence over the business and financial policies of a participating interest, all facts and circumstances and contractual relationships, including potential voting rights, are taken into account.

The net asset value is calculated on the basis of the company's accounting policies.

If the company transfers an asset or a liability to a participating interest that is measured according to the equity method, the gain or loss resulting from this transfer is recognised to the extent of the relative interests of third parties in the participating interest (proportionate determination of result). Any loss that results from the transfer of current assets or an impairment of fixed assets is fully recognised. Results on transactions involving transfer of assets and liabilities between the company and its participating interests and mutually between participating interests are eliminated to the extent that these cannot be regarded as having been realized.

Participating interests with a negative net asset value are valued at nil. This measurement also covers any long-term receivables on the participating interests that are, in substance, an extension of the net investment. In particular, this relates to loans for which settlement is neither planned nor likely to occur in the foreseeable future. A share in the profits of the participating interest in subsequent years will only be recognised if and to the extent that the cumulative unrecognised share of loss has been absorbed. If the company fully or partially guarantees the debts of the relevant participating interest, or if has the constructive obligation to enable the participating interest to pay its debts (for its share therein), then a provision is recognized accordingly to the amount of the estimated payments by the company on behalf of the participating interest. This provision is recognized primarily to the debit of the receivables on the respective participating interest and for the remainder is presented under provisions.

Joint arrangements

Participating interests where the company exercises control along with other participants, such as in joint ventures, are valued according to the equity method on the basis of net asset value.

In case of contribution in or sale of assets by the company to a joint venture, the company recognizes the part of the result in the profit and loss account that corresponds to the relative share of the other participants in the joint venture. No result is recognised if the non-monetary assets contributed by the participants approximately equal each other in terms of type, use (same business activity) and fair value. Any unrecognised results are charged to the net asset value of the joint venture. Any losses on current assets or impairments of fixed assets are recognised immediately and in full.

In case of sale of assets by the joint venture to the company, the company recognizes its share in the profit or loss of the joint venture on that sale in its profit and loss account only when the asset is (re)sold to a third party. However, the company immediately recognises its share in losses on current assets or impairments of fixed assets.

Other financial fixed assets

Receivables from non-consolidated participating interests are initially measured at fair value plus directly attributable transaction costs. Subsequently these receivables are measured at amortised cost using the effective interest method, less impairment losses.

The accounting policies for other financial fixed assets are included under the heading 'Financial instruments'.

Dividends are accounted for in the period in which they are declared. Dividends from participating interests that are carried at cost, are recognised as income from participating interests (under financial income) in the period in which the dividends become payable.

Impairment of fixed assets

For tangible and intangible fixed assets an assessment is made as of each balance sheet date as to whether there are indications that these assets are subject to impairment. If there are such indications, then the recoverable value of the asset is estimated. The recoverable value is the higher of the value in use and the net realisable value. If it is not possible to determine the recoverable value of an individual asset, then the recoverable value of the cash flow generating unit to which the asset belongs is estimated.

If the carrying value of an asset is higher than the recoverable value, an impairment loss is recorded for the difference between the carrying value and the recoverable value. In case of an impairment loss of a cash flow generating unit, the loss is first allocated to goodwill that has been allocated to the cash flow generating unit. Any remaining loss is allocated to the other assets of the unit in proportion to their carrying values.

In addition an assessment is made on each balance sheet date whether there is any indication that an impairment loss that was recorded in previous years has decreased. If there is such indication, then the recoverable value of the related asset is estimated.

Reversal of an impairment loss that was recorded in the past only takes place in case of a change in the estimates used to determine the recoverable value since the recording of the last impairment loss. In such case, the carrying value of the asset is increased up to the amount of the estimated recoverable value, but not higher than the carrying value that would have applied if no impairment loss had been recorded in prior years for the asset.

An impairment loss of goodwill is not reversed in a subsequent period.

Disposal of fixed assets

Fixed assets available for sale are stated at the lower of their carrying amount and net realisable value.

Inventories

Raw materials and consumables are carried at the lower of cost, determined in accordance with the first-in, first-out (FIFO) principle, and market value.

(Semi-) finished products are stated at the lower of cost, on the basis of weighted average prices comprising cost of used raw materials and consumables and the other costs directly attributable to manufacture, and market value. In addition, part of the indirect costs and the interest on debts over the period of manufacture are attributed to the cost of manufacture. Trade discounts, rebates and similar indemnities received or to be received in connection with purchasing are deducted from the sales price.

Goods available for sale are stated at the lower of cost and market value. Cost includes the purchase price and expenditures incurred in acquiring the inventories and bringing them to their existing location and condition.

The valuation of inventories includes possible impairments that arise on the balance sheet date.

Trade and other receivables

The accounting policies applied for the valuation of trade and other receivables are described under the heading 'Financial instruments'

Cash and cash equivalents

Cash and cash equivalents are stated at nominal value. If cash and cash equivalents are not readily available, this fact is taken into account in the measurement.

On balance sheet date, cash and cash equivalents denominated in foreign currencies are translated into the functional currency at the exchange rate ruling at that date. Reference is made to the accounting policies for foreign currencies.

Shareholders' equity

Financial instruments that are designated as equity instruments by virtue of the economic reality are presented under shareholders' equity. Payments to holders of these instruments are deducted from the shareholders' equity as part of the profit distribution.

Financial instruments that are designated as a financial liability by virtue of the economic reality are presented under liabilities. Interest, dividends, income and expenditure with respect to these financial instruments are recognized in the profit and loss as financial income or expense.

Minority interests

Minority interests are measured at net fair value of the acquirer's share in identifiable assets, liabilities and contingent liabilities according to the company's valuation principles.

Provisions

General

A provision is recognised if the following applies:

•	the company has a legal or constructive obligation, arising from a past event; and
•	the amount can be estimated reliably;
•	it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Provisions are measured at the nominal value of the best estimate of the expenditures that are expected to be required to settle the liabilities and losses. Rights and obligations resulting from contracts under which neither party has performed any of its obligations or both parties have partially performed their obligations to an equal extent, are not recognised. Recognition occurs when the consideration to be received is not (or no longer) in balance with the performance obligation of the company and this imbalance has adverse effects for the company.

If all or part of the payments that are necessary to settle a provision are likely to be fully or partially compensated by a third party upon settlement of the provision, then the compensation amount is presented separately as an asset.

If the time value of money is material and the period over which the cash outflows are discounted is more than one year, provisions are measured at the present value of the best estimate of the cash outflows that are expected to be required to settle the liabilities and losses. The provisions are measured at nominal value if the time value of money is not material or if the period over which the cash outflows are discounted is no longer than one year.

Provision for restructuring costs

A provision for restructuring costs is established if a detailed restructuring plan has been formalised at the balance sheet date and, no later than on the preparation date of the financial statements, a valid expectation of implementation of the plan has been raised for those persons that will be affected by the restructuring. A valid expectation applies when implementation of the restructuring has started, or when the main elements of the plan have been announced to persons that will be affected by the restructuring. The provision for restructuring costs includes the costs that are directly associated with the restructuring, which are not associated with the ongoing activities of the company.

Provision for other risks and costs

The provision for other risks and costs relates to provisions for claims, legal costs and possible settlements, mostly towards purchasers of goods and services. A provision for claims, disputes and lawsuits is established when it is expected that the company will be sentenced in legal proceedings. The provision represents the best estimate of the amount for which the claim can be settled, including the costs of litigation.

Non-Current liabilities

The valuation of long-term liabilities is explained under the heading 'Financial instruments'.

Current liabilities

The valuation of current liabilities is explained under the heading 'Financial instruments'.

Revenue recognition

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, the amount of the revenue can be determined reliably, recovery of consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing involvement with the goods. The transfer of risks and benefits varies according to the conditions of the relevant sales contract. The respective costs of these goods are recognized in the same period. The most common terms under which goods and services are delivered concern Delivered Duty Paid (DDP) and Cost, Insurance, Freight (CIF).

Revenue from services rendered is accounted for in net turnover at the fair value of the consideration received or receivable, net of allowances and rebates. Revenues from services rendered are recognised in the profit and loss account when the amount of the revenue can be determined reliably, collection of the related compensation to be received is probable, the extent to which the services have been performed on the balance sheet date can be determined reliably, and the costs already incurred and (possibly) yet to be incurred to complete the service can be determined reliably. If the result from a specific service contract cannot be determined reliably, then revenues are recognised up to the amount of the service costs that are covered by the revenues. Revenues from services rendered are recognised in the profit and loss account in proportion to the stage of completion of the transaction as at the reporting date. The stage of completion is assessed by reference to assessments of the work performed / the services performed up to that moment as a percentage of the total services to be performed / the costs incurred up to that moment in proportion to the total estimated costs of the services to be performed.

Government grants

Government grants are initially recognized in the balance sheet as deferred income in the category other receivables when there is reasonable assurance that they will be received and the company will comply with the conditions associated with the grant. Grants that compensate the company for expenses incurred are recognized in the profit and loss on a systematic basis in the same period in which the expenses are recognized. Grants that compensate the company for the cost of an asset are recognized in the profit and loss account on a systematic basis over the useful life of the asset.

Costs of outsourced work and other external costs

This includes costs incurred in order to generate operating income, insofar as these costs have been charged by third parties and are not to be regarded as costs of raw materials and consumables, namely repair and maintenance, energy, other production costs, selling and general.

Share in result of participating interests

The share in the result of participating interests consists of the share of the group in the results of these participating interests, determined on the basis of the accounting principles of the group. Results on transactions, where the transfer of assets and liabilities between the group and the nonconsolidated participating interests and mutually between non-consolidated participating interests themselves, are not recognized as they can be deemed as not realized.

The results of participating interests acquired or sold during the financial year are stated in the group result from the date of acquisition or until the date of sale respectively.

Employee benefits/pensions

Employee benefits are charged to the profit and loss account in the period in which the employee services are rendered and, to the extent not already paid, as a liability on the balance sheet. If the amount already paid exceeds the benefits owed, the excess is recognised as a current asset to the extent that there will be a reimbursement by the employees or a reduction in future payments by the company.

If a benefit is paid in case of non-accumulating rights (e.g. continued payment in case of sickness or disability) the projected costs are recognised in the period in which such benefit is payable. For existing commitments at the balance sheet date to continue the payment of benefits (including termination benefits) to employees who are expected to be unable to perform work wholly or partly due to sickness or disability in the future, a provision is recognised. The recognised liability relates to the best estimate of the expenditure necessary to settle the obligation at the balance sheet date. The best estimate is based on contractual agreements with employees (collective agreement and individual employment contract). Additions to and reversals of liabilities are charged or credited to the profit and loss account.

The company has retirement, jubilee and pension plans covering a substantial number of its domestic and foreign employees. Most retirement benefits are provided by the company under separate finalpay non-contributory and contributory defined benefit and defined contribution plans for all salaried and hourly employees who meet service and age requirements. Although various defined benefit formulas exist for employees, generally these are based on length of service and earnings patterns during employment.

The company recognizes the over-funded or under-funded status of the company's defined benefit plans as an asset or liability in the company's balance sheet, with changes in the funded status recognized through comprehensive income in the year in which they occur. This liability or asset is measured on the basis of actuarial measurement principles generally accepted under US GAAP. The measurement of the defined benefit plans in these financial statements are in accordance with ASC 715. This is one of the possibilities for the measurement in accordance with the RJ 271 guidelines.

ASC 715 embodies the US GAAP guidance on Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans.

Leasing

The Company may enter into finance and operating leases. A lease agreement under which the risks and rewards of ownership of the leased object are carried entirely or almost entirely by the lessee are classified as finance leases. All other leases are classified as operating leases. For the lease classification, the economic substance of the transaction is conclusive rather than the legal form.

At inception of an arrangement, the Company assesses whether the lease classifies as a finance or operating lease.

Financial leases

If the company acts as lessee in a financial lease, the leased asset (and the related liability) is recognized in the balance sheet at the start of the lease period at its fair value or, if lower, at the present value of the minimum lease payments. Both amounts are determined at the start of the lease. The interest rate applied for the calculation of present value is the implicit interest rate. If it is not practically possible to determine this interest rate, then the marginal interest rate is used. The initial direct costs are included in the initial measurement of the leased property.

The accounting principles for the subsequent measurement of the leased asset are described under the heading "Tangible fixed assets". If there is no reasonable certainty that the company will become the owner of a leased asset at the end of the lease period, the asset is depreciated over the shorter of the lease period or the useful life of the asset.

The minimum lease payments are split into interest expense and redemption of the lease liability. The interest charges are allocated during the lease term to each period in such a way that this results in a constant periodic interest rate over the remaining net liability with regard to the financial lease. Conditional lease payments are recorded as an expense in the period in which the conditions for payment are being met.

Operating leases

If the company acts as lessee in an operating lease, then the leased asset is not capitalised. Lease payments regarding operating leases are charged to the profit and loss account on a straight-line basis over the lease period.

Interest

Interest income is recognized in the profit and loss account on an accrual basis, using the effective interest rate method. Interest expenses and similar charges are recognised in the period to which they belong.

Corporate income tax

Corporate income tax comprises the current and deferred corporate income tax payable and receivable for the reporting period. Corporate income tax is recognized in the profit and loss account except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the financial year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to the tax payable in respect of previous years.

If the carrying values of assets and liabilities for financial reporting purposes differ from their values for tax purposes (tax base), this results in temporary differences. A provision for deferred tax liabilities is recognized for taxable temporary differences. For deductible temporary differences, unused loss carry forwards and unused tax credits, a deferred tax asset is recognized, but only in so far as it is probable that taxable profits will be available in the future for offset or compensation.

Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized.

For taxable temporary differences related to group companies, foreign branches, associates and interests in joint ventures, a deferred tax liability is recognized unless the company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

For deductible temporary differences regarding group companies, foreign branches, associates and interests in joint ventures, a deferred tax asset is only recognized in so far as it is probable that the temporary difference will reverse in the foreseeable future and that taxable profit will be available to offset the temporary difference. Deferred tax assets and liabilities are stated at nominal value.

Deferred tax assets and deferred tax liabilities are offset in the balance sheet if the Company has a legally enforceable right to offset current tax assets against current tax liabilities, insofar as they relate to the same financial year and deferred tax assets relate to income taxes levied by the same tax authority on the same taxable Company, or the same fiscal unity.

The measurement of deferred tax liabilities and deferred tax assets is based on the tax consequences following from the manner in which the Company expects, at the balance sheet date, to realise or settle its assets, provisions, debts and accrued liabilities.

Cash flow statement

The cash flow statement is not a part of these financial statements in accordance with RJ 360.104. Please refer to the financial statements of Darling Ingredients Inc. for the consolidated cash flow statement. The financial statements of Darling Ingredients Inc. are available on the internet site of Darling Ingredients Inc.

Determination of fair value

The fair value of a financial instrument is the amount for which an asset can be sold or a liability settled, involving parties who are well informed regarding the matter, willing to enter into a transaction and are independent from each other.

•	The fair value of listed financial instruments is determined on the basis of the exit price.
•	The fair value of non-listed financial instruments is determined by discounting the expected cash flows to their present value, applying a discount rate that is equal to the current risk-free market interest rate for the remaining term, plus credit and liquidity surcharges.
•	The fair value of derivatives that do not involve exchange of collateral is determined by discounting the cash flows to present value, applying the relevant swap curve plus credit and liquidity surcharges.

Related parties

Transactions with related parties (refer to note 23) are disclosed if they have not been entered into at arm's length. Disclosed are the nature and amounts involved with such transactions, and other information that is deemed necessary for an insight into the transactions.

Subsequent events

Events that provide further information on the actual situation at the balance sheet date and that appear before the financial statements are being prepared, are recognised in the financial statements. Events that provide no information on the actual situation at the balance sheet date are not recognised in the financial statements. When those events are relevant for the economic decisions of users of the financial statements, the nature and the estimated financial effects of the events are disclosed in the financial statements.

1 Intangible fixed assets

Movements in intangible fixed assets were as follows:

	Goodwill	Permits	Supplier relations	Customer relationships	Land user rights
	EUR	EUR	EUR	EUR	EUR
Balance as at 1 January 2022:
• Purchase price	9,960	137,752	89,303	4,100	14,877
• Accumulated amortisation and impairment	(1,733)	(73,445)	(58,616)	(3,280)	(2,955)
• Carrying amount	8,227	64,307	30,687	820	11,922
Changes in carrying amount:
• Investments	-	-	1,369	-	-
• Acquisitions	323,061	-	110,685	25,175	-
• Impairments	-	-	-	-	-
• Disposals	-	-	-	-	-
• Transfers	-	-	-	-	-
• Exchange rate differences	(14,168)	250	(7,273)	(26)	(340)
• Amortisation	(14,603)	(9,291)	(12,033)	(1,788)	(464)
• Balance	294,290	(9,041)	92,748	23,361	(804)
Balance as at 31 December 2022:
• Purchase price	318,853	138,002	192,799	29,249	14,537
• Accumulated amortisation and impairment	(16,336)	(82,736)	(69,364)	(5,068)	(3,419)
• Carrying amount	302,517	55,266	123,435	24,181	11,118

	Patents	Trade names	Other intangible fixed assets	Total
	EUR	EUR	EUR	EUR
Balance as at 1 January 2022:
• Purchase price	3,200	23,200	22,687	305,079
• Accumulated amortisation and impairment	(3,200)	(12,393)	(18,873)	(174,495)
• Carrying amount	0	10,807	3,814	130,584
Changes in carrying amount:
• Investments	-	-	2,096	3,465
• Acquisitions	-	10,713	149	469,783
• Impairments	-	-	-	-
• Disposals	-	-	-	-
• Transfers	-	-	-	-
• Exchange rate differences	-	(620)	(8)	(22,185)
• Amortisation	-	(2,446)	(1,813)	(42,438)
• Balance	-	7,647	424	408,625
Balance as at 31 December 2022:
• Purchase price	0	33,293	16,942	743,674
• Accumulated amortisation and impairment	0	(14,839)	(12,704)	(204,465)
• Carrying amount	0	18,454	4,238	539,209

The company owns other intangible fixed assets (software) which are fully amortised with a historical cost of: EUR 5,742 (2021: EUR 12,078).

2 Tangible fixed assets

Movements in tangible fixed assets were as follows:

	Land and Buildings	Machinery and equipment	Other fixed operating assets	Fixed assets under construction	Idle assets	Total
	EUR	EUR	EUR	EUR	EUR	EUR
Balance as at 1 January 2022:
• Purchase price	369,185	717,542	83,810	74,167	197	1,244,901
• Accumulated amortisation and impairment	(96,182)	(429,336)	(52,879)	-	-	(578,397)
• Carrying amount	273,003	288,206	30,931	74,167	197	666,504
Changes in carrying amount:
• Investments	43,515	82,916	17,974	(3,000)	-	141,405
• Acquisitions	105,332	92,004	32,067	20,735	30	250,168
• Impairments	-	-	-	-	-	-
• Disposals	(590)	(1,013)	(899)	-	-	(2,502)
• Discontinued consolidations	-	-	-	-	-	-
• Reclass from other categories	(34)	(2)	36	-	-	-
• Capitalized interest	-	-	-	723	-	723
• Investment grants	-	(72)	-	-	-	(72)
• Exchange rate differences	(1,215)	(2,885)	(1,672)	(389)	(76)	(6.237)
• Depreciation	(18,803)	(52,819)	(13,267)	-	-	(84,889)
• Balance	128,205	118,129	34,239	18,069	(46)	298,596
Balance as at 31 December 2022:
• Purchase price	514,231	877,612	129,330	92,236	151	1,613,559
• Accumulated depreciation and impairment	(113,023)	(471,278)	(64,158)	-	-	(648,459)
• Carrying amount	401,208	406,334	65,172	92,236	151	965,100

Fixed assets under construction includes interest of EUR 1,661 (2021: EUR 932) capitalised during the construction period using interest rates between 1.0% and 3.0%. The negative amount of EUR 3,000 represents the net amount of investments in assets under construction and transfers to other fixed asset categories when assets are taken into use.

Tangible fixed assets include an amount of EUR 8,781 (2021: EUR 2,473) in respect of finance leases, of which EUR 8,490 (2021: EUR 1,802) for machinery and equipment, and EUR 290 (2021: EUR 671) for other fixed operating assets. The Company leases the assets but is not the legal owner thereof.

Refer to Note 9 for a disclosure on pledges. Guarantors have not pledged individual tangible fixed assets. The company has committed itself for various capital expenditure commitments (Note 12).

3 Financial fixed assets

Movements in financial fixed assets were as follows:

	Non-consolidated shareholdings	Loans to participants	Other receivables	Deferred tax assets	Total
	EUR	EUR	EUR	EUR	EUR
Balance as at 1 January 2022:
• Cost price	30,585	250,000	13,537	14,320	308,442
• Accumulated depreciation and impairment	-	-	-	-	-
• Carrying amount	30,585	250,000	13,537	14,320	308,442
Changes in carrying amount:
• Loans granted	-	2,857	9,844	-	12,701
• Loans repaid	-	(250,000)	(877)	-	(250,877)
• Amortised to cost	-	-	-	-	-
• Acquisitions	42,239	8,150	44,970	2,226	97,585
• Share in result of shareholdings	4,870	-	-	-	4,870
• Dividend received	(4,904)	-	-	-	(4,904)
• Exchange rate differences	(1,615)	(428)	(2,852)	88	(4,807)
• Recognition deferred tax assets	-	-	-	15,096	15,096
• Utilization of deferred tax assets	-	-	-	(17,576)	(17,576)
• Reclass	-	-	(2,308)	-	(2,308)
Balance	40,590	(239,421)	48,777	(166)	(150,220)
Balance as at 31 December 2022:
• Cost price	71,175	10,579	62,314	14,154	158,222
• Accumulated depreciation and impairment	-	-	-	-	-
• Carrying amount	71,175	10,579	62,314	14,154	158,222

The breakdown of the non-consolidated shareholdings is noted below:

Name	Country	Share in issued capital
Pacifico Indústria E Comércio De Óleos E Proteínas Ltda	Cacoal, Brasil	47,5%
FRROP Participações Ltd	Porto Alegre, Brasil	47,5%
Oleoplan Rondonia Industria De Biocombustivel Ltda	Cacoal, Brasil	47,5%
Sao Domingos Ind De Oleos E Proteinas S.A.	São Rafael, Brasil	45%
ASAP s.r.o.	Prague, Czech Republic	40%
ASAVET a.s.	Prague, Czech Republic	40%
Best Hides GmbH	Eching-Weixerau, Germany	40%
Berndt GmbH	Oberding, Germany	28.5%
Berndt Besitz GmbH & Co KG	Oberding, Germany	28.5%
Berndt Verwaltungs GmbH	Vellmar, Germany	28.5%
Other		< 1%

Loans to participants relate to a revolving credit facility that has been issued to Darling Ingredients Inc and a loan granted to a Brazilian non-consolidated shareholding. The revolving facility is available as of September 24, 2019. The agreement is amended on June 14, 2021 with an extension of repayment date with one year (four year term as from initial date) and increase of availability amount to EUR 250,000. The interest rate amounts to 1-month EURIBOR + a margin of 1.80%. The loan is fully repaid in 2022 and the outstanding amount under this revolving credit facility amounts to EUR 0 as per the end of December 2022. The average interest rate for 2022 the company charged on the loan amounts to 1.295%. The loan granted to the non-consolidated shareholding does not have a fixed repayment schedule or end term, the average interest rate charged amounts to Selic rate +1%.

Other receivables mainly relate to paid upfront fees for supplier agreements of EUR 13,695, indemnity receivable EUR 112 and the long term part of Brazilian tax receivables of EUR 17,120. The residual terms of the other receivables are all longer than 1 year and no interest is charged to the borrower. Other also include prepaid pensions of EUR 979 and restricted cash of EUR 21.392 related to the FASA acquisition (escrow).

The deferred tax assets relate to the recognized unused tax loss carry-forwards and deductible temporary differences. It is expected that EUR 14,387 (2021: EUR 7,546) of the deferred tax assets will be offset within one year. EUR 55,311 of net operating losses across various tax jurisdictions have not been recognized (2021: EUR 26,822).

4 Inventories

	2022	2021
	EUR	EUR
Raw materials and consumables	49,001	28,996
Semi-finished products	76,096	61,069
Finished products	182,122	130,247
Other inventories	78,350	54,796
Provision for obsolescence	(37,236)	(32,539)
	348,333	242,569

Refer to Note 9 for a disclosure on pledges. The valuation of inventories on the basis of the market value does not materially differ from the valuation above. Other inventories reported mainly relate to inventories of spare parts and chemicals held.

Of the provision, EUR 10,809 (2021: EUR 9,036) relates to Finished products, EUR 23,866 (2021: EUR 19,565) relates to spare parts, included in Other inventories, whereas EUR 2,284 (2021: EUR 3,801) relates to (semi-) finished products. The movements in the provision for obsolete are as follows:

	2022	2021
	EUR	EUR
Balance at 1 January	32,539	33,657
Additions, charged to the profit and loss account	17,518	10,589
Exchange rate differences	(191)	567
Write-offs, charged against the provision	(12,630)	(12,274)
Balance at 31 December	37,236	32,539

The cost of inventories recognised as an expense in the profit and loss account, amounts to EUR 2,168,295 (2021: EUR 1,470,632). The cost of sales can be specified as follows:

	2022	2021
	EUR	EUR
Raw materials and consumables	927,270	600,219
Wages and social security charges	249,538	219,505
Other attributable operating expenses	926,772	643,084
Net change in inventories	64,715	7,824
Cost of sales	2,168,295	1,470,632

5 Trade and other receivables

	2022	2021
	EUR	EUR
Trade receivables	254,582	185,111
Taxes receivable	49,703	27,201
Other receivables	78,592	35,744
Intercompany financing account and other receivables affiliated companies	16,544	41,293
	399,421	289,349

The trade and other receivables are due within one year. The average interest rate the company charged on the intercompany financing amounts to 2.26% (2021: 0.36%). The carrying values of the recognised receivables approximate their respective fair values, given the short maturities of the positions and the fact that allowances for doubtful debts have been recognised, if necessary.

Trade receivables

	2022	2021
	EUR	EUR
Amortised cost of outstanding receivables	260,389	189,560
Less: Provision for bad debts	(5,807)	(4,449)
	254,582	185,111

Refer to Note 9 for a disclosure on pledges.

Taxes receivable

	2022	2021
	EUR	EUR
Income tax receivable	5,880	3,442
VAT receivable	40,532	22,946
Other taxes receivable	3,291	813
	49,703	27,201

Other receivables

	2022	2021
	EUR	EUR
Prepayments and accrued income	58,334	25,144
Other receivables third parties	4,595	7,199
Derivatives	15,663	3,401
	78,592	35,744

Prepayments and accrued income

	2022	2021
	EUR	EUR
Prepaid invoices	40,752	16,466
Sales to be invoiced	17,582	8,678
	58,334	25,144

6 Cash and cash equivalents

	2022	2021
	EUR	EUR
Funds at hand	49	54
Bank accounts	46,641	44,826
Deposits	49,558	8,418
	96,248	53,298

Deposits included under cash and cash equivalents only represent deposits that are available on demand.

7 Group equity

Minority interests

	2022	2021
	EUR	EUR
Minority interests:
• Rousselot (Da'an) Gelatin Co. Ltd	2,794	1,364
• Haripro SpA	8,145	7,864
• Rousselot (Zheijang) Gelatin Co. Ltd	-	1,054
• Rousselot (Whenzou) Gelatin Co. Ltd	20,285	18,264
• Rousselot (Guangdong) Gelatin Co. Ltd	17,958	17,234
• FRR Participações Ltda	2,290	-
• Araguaia Ind De Oleos E Proteinas S.A.	16,682	-
• Rio Verde Ind De Gord E Prot Ltda	317	-
• Darling Ingredients Germany Holding GmbH (10%)	9,709	6,703
	78,180	52,483

The remaining 10% of the shares of Darling Ingredients Germany Holding GmbH is owned by the parent company of the company, Darling International Netherlands B.V.

For a detailed explanation of the share of the company in group equity, reference is made to note 28 Shareholders' equity in the separate financial statements.

The movements in minority interests are as follows:

	2022	2021
	EUR	EUR
Balance as at 1 January	52,483	45,740
Third-party share in result	11,817	8,023
Dividend distributions	(5,168)	(5,343)
Acquisition	21,234	-
Translation differences	(2,168)	4,063
Balance as at 31 December	78,180	52,483

8 Provisions

Movements in provisions can be specified as follows:

	Deferred tax liabilities	Pension and jubilee provision	Other benefit plans	Restructuring provision	Other risk and costs	Total
	EUR	EUR	EUR	EUR	EUR	EUR
Balance as at 1 January 2022 Changes:	78,493	23,135	63	200	6,416	108,307
• Provisions formed during the year	114,002	-	-	171	108,509	222,682
• Provisions used during the year	(19,669)	(6,408)	(9)	(31)	(25)	(26,142)
• Provisions released during the year	9	-	-	-	(1,896)	(1,887)
• Exchange rate differences	(1,459)	44	-	-	(4,805)	(6,220)
• Reclass to short-term liabilities/assets	-	100	-	-	(107)	(7)
Balance as at 31 December 2022	171,376	16,871	54	340	108,092	296,733

EUR 93,582 of the total provisions formed during 2022 refers to the acquisition of FASA.

Provision for deferred tax liabilities

The provision for deferred tax liabilities comprises the tax effect of the taxable temporary differences between the profit determination for financial reporting purposes and for tax purposes. The expected deferred taxes with a residual term of one year or less amount to EUR 18,834 (2021: EUR 6,679).

Pension provision/Employee benefits

The company has retirement and pension plans covering a substantial number of its domestic and foreign employees. Most retirement benefits are provided by the company under separate final-pay non-contributory and contributory defined benefit and defined contribution plans for all salaried and hourly employees (excluding those covered by union-sponsored plans) who meet service and age requirements. Although various defined benefit formulas exist for employees, generally these are based on length of service and earnings patterns during employment.

The company maintains defined contribution plans both domestically and at its foreign operations. The company recognizes the over-funded or under-funded status of the company's defined benefit postretirement plans as an asset or liability in the company's balance sheet, with changes in the funded status recognized through comprehensive income in the year in which they occur. The following table sets forth the plans' funded status for the company's domestic and foreign defined benefit plans and amounts recognized in the company's consolidated balance sheets based on the measurement date 31 December 2022 and 31 December 2021.

1. Change in projected benefit obligation

	2022	2021
	EUR	EUR
Projected benefit obligation as at January 1	(42,420)	(38,105)
Service costs	(1,834)	(1,276)
Interest costs	(459)	(357)
Employee contributions	(119)	(75)
Plan combinations	-	(4,709)
Plan amendments	-	(34)
Actuarial loss	8,182	221
Benefits paid	1,232	857
Effect of settlement	452	1,328
Special termination benefits	(36)	-
Other	69	55
Exchange rate changes	201	(325)
Projected benefit obligation as at December 31	(34,732)	(42,420)

2. Change in plan assets

	2022	2021
	EUR	EUR
Fair value of plan assets as at January 1	19,285	14,465
Actual return on plan assets	(824)	380
Employer contributions	2,294	1,843
Employee contributions	119	75
Plan combinations	-	4,489
Benefits paid	(1,232)	(857)
Effect of settlement	(452)	(1,328)
Other	(69)	(55)
Exchange rate changes	(226)	273
Fair value of plan assets as at December 31	18,895	19,285

3. Amounts recognized in the consolidated balance sheet

	2022	2021
	EUR	EUR
Net amount recognized	(15,837)	(23,135)
	(15,837)	(23,135)

Amounts recognized in the consolidated balance sheet consists of:

	2022	2021
	EUR	EUR
Current assets	979	-
Current liability	(1,079)	(827)
Noncurrent liability	(15,737)	(22,308)
	(15,837)	(23,135)

4. Amounts recognized in accumulated other comprehensive income

	2022	2021
	EUR	EUR
Net actuarial loss	1,625	(5,765)
Prior service costs	(161)	(177)
Exchange rate changes	10	(32)
Gross amount recognized	(1,474)	(5,974)

5. Information for pension plans with accumulated benefit obligations in excess of plan assets is as follows:

	2022	2021
	EUR	EUR
Projected benefit obligation	(34,732)	(42,420)
Accumulated benefit obligation	(19,744)	(33,594)
Fair value of the plan assets	18,895	19,285

6. Net pension costs components

	2022	2021
	EUR	EUR
Service costs	1,834	1,276
Interest costs	459	357
Expected return on plan assets	(453)	(345)
Curtailment and settlement gain	(22)	178
Special termination benefit recognized	36	-
Net amortization and deferral	507	610
	2,361	2,076

7. Weighted average assumptions used to determine benefit obligation

	2022	2021
	EUR	EUR
Discount rate	3.79%	1.10%
Rate of compensation increase	Various	2.68%

8. Weighted average assumptions used to determine net periodic benefit costs for the employee benefit pension plans

	2022	2021
	EUR	EUR
Discount rate	1.10%	0.95%
Rate of increase in future compensation levels	Various	2.50%
Expected long-term rate return on assets	Various	2.36%

The plans' assets are principally invested under insurance contracts arrangements which have an expected long-term rate of returns of approximately 2.1%.

The investments objectives have been established in conjunction with a comprehensive review of the current and projected financial requirements. The primary investment objectives are: 1) to have the ability to pay all benefit and expense obligations when due; 2) to maximize investment returns within reasonable and prudent levels of risk in order to minimize contributions; and 3) to maintain flexibility in determining the future level of contributions. Investments results are the most critical element in achieving funding objectives; however, contributions are used as a supplemental source of funding as deemed appropriate.

The following table presents fair value measurements for the company's defined benefit plans' assets are categorized using the fair value hierarchy under Financial Accounting Standards Board ('FASB') authoritative guidance.

	Total fair value	Quoted prices in Active markets for identical assets	Significant Other observable inputs	Significant Unobservable Inputs
		Level 1	Level 2	Level 3
	EUR	EUR	EUR	EUR
Balance as at 31 December 2022
Fixed income
• Long term	710	710	-	-
• Short term Equity securities	1,252	1,252	-	-
• Domestic equities	438	438
• International equities	840	840	-	-
• Insurance contracts	15,655	-	14,022	1,633
Total	18,895	3,240	14,022	1,633

The majority of the foreign pension assets are held under insurance contracts where the investment risk for the accumulated benefit obligation rests with the insurer, which the company has no specific detailed asset information.

The fair value measurement of plan assets using significant unobservable inputs (level 3) changed due to the following:

	2022	2021
	EUR	EUR
Balance as at 1 January	2,634	2,647
Unrealized loss relating to instruments still held in the reporting period	(1,001)	(13)
Balance as at 31 December	1,633	2,634

9. Estimated future contributions and benefit payments

The company's funding policy for employee benefit pension plans is to contribute annually not less than the minimum amount required nor more than the maximum amount that can be deducted for income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. Based on current actuarial estimates, the company expects to make contribution payments of approximately EUR 2,369 for 2022. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid.

Year ending	Pension benefits
2023	1,664
2024	2,440
2025	2,431
2026	2,543
2027	3,031
Next 5 years	12,109

Provision for restructuring

The provision for restructuring of EUR 340 (2021: EUR 200) relates to a restructuring plan in Germany. The provision covers the estimated costs for outplacement and redundancy. The total restructuring provision is due within one year as at December 31, 2022 (2021: EUR 200).

Provision for other risks and costs

The provision for other risks and costs pertains provisions for various purposes by the different group entities such as provision for legal costs, claims etc. In the fiscal year an amount of EUR 25 has been expensed related to legal costs and claims. The part of the provision, which is due within one year, amounts to EUR 757 as at December 31, 2022 (2021: EUR 231).

The provision in respect of claims, disputes and lawsuits relates to disputes involving the company and/or its group companies. Although the outcome of these disputes cannot be predicted with certainty, and these are also contested by the company and/or its subsidiaries, it is expected, partly based on legal advice, that the disputes will probably have a negative effect on the consolidated financial position. The provision includes a holdback of EUR 105.5 million related to the acquisition of FASA in 2022.

9 Long-term liabilities

	2022	2021
	EUR	EUR
Debt to credit institution (Revolver Loan)	30,000	0
EURO bond loan	511,508	510,556
Debts to other credit institutions	41,112	214
Finance lease obligations	6,965	1,649
Other long term debts	7,077	5,083
Derivatives	753	0
	597,415	517,502

Movements in long-term liabilities can be specified as follows:

	Debt to credit institution	EURO bond loan	Debt to other credit	Finance lease obligations	Other long term debts	Derivates	Total
	EUR	EUR	EUR	EUR	EUR	EUR	EUR
Balance as at 1 January 2022	-	510,556	214	1,649	5,083	-	517,502
Changes:
• Issuance of loans	285,000	-	51,365	6,338	5,930	753	349,386
• Repayments	(255,000)	-	(5,873)	(88)	-	-	(260,961)
• Amortized deferred loan costs	-	952	-	-	-	-	952
• Exchange rate differences	-	-	-	-	-	-	-
• Reclass to short-term	-	-	(4,594)	(934)	(3,936)	-	(9,464)
Balance as at 31 December 2022	30,000	511,508	41,112	6,965	7,077	753	597,415

Debt to credit institution

At the time of and for purposes of financing the VION Ingredients acquisition and the future working capital of Darling Ingredients Inc. (including Darling International NL Holdings B.V. and its subsidiaries) a Credit Agreement, dated as of 6 January 2014 was entered into and was amended and extended from time to time. Effective September 6, 2022, Darling Ingredients Inc. (to be named as Darling Inc.) and certain of its subsidiaries entered into an amendment (the "Ninth Amendment") with its lenders to the Amended Credit Agreement, dated as of January 6, 2014 (as amended, the "Credit Agreement"). Darling Inc. act as parent borrower. Darling International NL Holdings B.V., Darling Ingredients International Holding B.V., Darling Ingredients Belgium Holding BV and Darling Ingredients Germany Holding GmbH are the borrowers under the Credit Agreement. JP Morgan Chase Bank serves as the "administrative agent" under the Credit Agreement.

Among other things, the Ninth Amendment obtains (i) a delayed draw incremental term facility in the amount of up to $300,000,000 and (ii) a delayed draw incremental term facility in the amount of up to $500,000,000 which will be made available to Darling Inc.

The company and the following subsidiaries of the company are guarantors and provided a share pledge over the shares: Darling Ingredients International Holding B.V., Darling Ingredients Nederland Holding B.V., Darling Ingredients Germany Holding GmbH and Darling Ingredients Belgium Holding B.V.

Under the Credit Agreement a Revolving Credit Facility of USD 1.5 billion is available to Darling Ingredients Inc (including Darling International NL Holdings B.V., Darling Ingredients International Holding B.V., Darling Ingredients Germany Holding GmbH and Darling Ingredients Belgium Holding B.V. as borrowers). As per 31 December 2022 Darling International NL Holdings, Darling Ingredients Germany Holding GmbH and Darling Ingredients Belgium Holding B.V. have EUR 30 million outstanding debt under this Revolving Credit Facility (2021: EUR 0). The average interest rate on the loan amounts to 2.1%. The expected duration of the revolver credit facility is longer than one year.

Covenants

The Amended Credit Agreement as well the 3.625% Indenture contains financial covenants as well as other covenants. These covenants are monitored on consolidated Darling Ingredients Inc level. As per end December 2022 the company believes it is in compliance with all financial covenants under the Amended Credit Agreement, as well as all of the other covenants contained in the Amended Credit Agreement, the 5.25% Indenture and the 3.625% Indenture.

EURO bond loan

Effective 3 May 2018 (EUR 264.5 million) and 8 June 2018 (EUR 250.5 million) Darling Global Finance B.V. repaid a bond loan and replaced this by a new EUR 515 million bond with a 3.625% coupon, due 2026. The fair value of the bond loan amounts to EUR 499 million as at December 31, 2022.

Debts to other credit institutions

Debts to other credit institutions relate to local (bilateral) credit facilities for Brazilian, Belgium and German companies. The largest one concerns a loan from CITI bank towards one of our Brazilian companies with a principal amount of BRL 150 million. The expected duration of this facility is 3 years, till December 2025. The average interest rate on the loan amounts to 2.0%. As per end December 2022 the outstanding amount is BRL 138,4 million.

Finance lease obligations

The minimum lease payments resulting from finance lease contracts are as follows:

	Lease payments
	EUR
No more than 1 year	1,739
Between 1 and 5 years	5,560
Longer than 5 years	1,692
	8,991

Other long term debts

Other long term debt relate to upfront fees for supplier agreements and long term Brazilian tax liabilities.

10 Current liabilities

	2022	2021
	EUR	EUR
Trade payables third parties	246,064	181,304
Other interest bearing short-term debts	45,701	21,525
Derivatives	3,900	2,630
Other taxes and social security payables	52,631	38,445
Other payables affiliated companies	131,364	43,193
Other payables third parties	157,443	132,081
	637,103	419,178

Interest bearing short-term debts relate to bank accounts and local (bilateral) credit facilities / debt and for certain debts guarantees and/or collateral has been provided.

Other taxes and social security payables

	2022	2021
	EUR	EUR
Income tax payables	27,511	18,642
Social security payables	6,213	5,251
VAT payable	12,829	9,799
Wage tax payable	3,342	3,195
Other tax payables	2,526	1,558
Accrued Sales Tax	210	0
	52,631	38,445

Other payables affiliated companies

The average interest rate the company charged on the other payables to affiliated companies amounts to 2.65% (2021: 0.98%).

Other payables third parties

	2022	2021
	EUR	EUR
Personnel	51,983	42,518
Production	8,391	5,769
Sales	1,766	2,733
Utilities	16,037	11,646
Office costs	4,425	4,236
Repair and maintenance	4,151	5,514
Interest	4,082	2,764
Purchases	29,480	27,614
Accrued capital expenditures	7,828	5,986
Freight costs	10,195	8,727
Sales bonuses	944	1,041
Audit fee and advisory	1,883	873
Insurance	1,841	2,304
Customer advance payments	5,897	4,675
Other	8,540	5,681
	157,443	132,081

The accruals include an amount of EUR 0 (2021: EUR 0) with a residual term of more than one year.

11 Financial instruments

General

During the normal course of business, the companies use various financial instruments that expose it to currency, credit and interest rate risks. To control these risks, the companies have instituted a policy including a code of conduct, procedures and policies that are intended to limit the risks of unpredictable adverse developments in the financial markets and thus for the financial performance of the companies.

Regarding the currency, interest rate and credit risk, a separate central Treasury respectively Credit Risk department is established.

The company applies derivatives, including interest rate swaps , forward exchange- and option contracts to control its risks. The company does not trade in financial derivatives.

Credit risk

Credit risk arises principally from the Company loans and receivables presented under the financial fixed assets, trade and other receivables, cash and the positive fair value of derivatives. The maximum amount of credit risk that the company incurs is EUR 472,314 (2021: 552,886), consisting of

	2022	2021
	EUR	EUR
Loans and receivables presented as financial fixed assets	72,893	263,537
Trade and other receivables	399,421	289,349
Total	472,314	552,886

The company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the company's customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. The company is not dependent on a few large customers and revenues are realized via a geographical wide range of customers. Therefore there's no concentration of credit risk.

Management has established a credit policy under which each new customer is analysed individually for creditworthiness before the company's standard payment and delivery terms and conditions are offered. The company's analysis includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval from the management; these limits are reviewed quarterly. Customers that fail to meet the company's benchmark creditworthiness may transact with the company only on a secured basis.

Interest rate risk

The current finance structure is driven by the US ultimate parent shareholder. Approximately 86% of the gross debt of the company has a fixed interest rate. There is no active interest rate hedging at the level of the company.

In case interest rates as of 31 December 2022 would increase with 1%, leaving all other assumptions constant, the impact on total interest expenses would be approximately EUR 859 (2021: EUR 0).

Currency risk

The company is exposed to currency risks in the following areas: a) transactional exposures, such as forecasted sales and purchase, and on-balance-sheet receivables or payables resulting from such transactions, b) translation exposure of foreign currency of the company for the debts, deposits, and foreign results and c) translation exposure of equity invested in consolidated foreign entities of the company. The company applies forward exchange contracts and foreign exchange options to control its risks at fluctuations, against the functional currency of the relevant subsidiary, in US Dollar, Australian Dollar, Chinese Yuan Renminbi, British Pound Sterling, Japanese Yen, Brazilian Real and Polish Zloty. For material currency exposures, the treasury policies instruct operating companies to hedge 100% of committed exposure and a layer hedging program for forecasted exposure where underlying commercial contracts are in place (mainly for collagen sales).

At year-end 2022, the notional value and fair value of foreign exchange currency contracts are noted below. The fair value of these foreign exchange currency contracts are accounted for as derivative assets or derivative liabilities. The fair value of these derivatives are included in the balance sheet and listed below.

Derivative assets

	Notional Value	Fair value
	(functional currency)	(EUR)
Brazilian Real (BRL)	1,095,290	14,929
Euro (EUR)	21,609	732
Japanese Yen (JPY)	-	-
British Pounds (GBP)	-	-
Polish Zloty (PLN)	8,377	3
Total		15,664

Derivative liabilities

	Notional Value (functional currency)	Fair value
Brazilian Real (BRL)	587,586	(3,229)
Euro (EUR)	16,283	(646)
Australian Dollar (AUD)	(159)	(1)
Japanese Yen (JPY)	(360,425)	(9)
Polish Zloty (PLN)	31,208	(3)
British Pound (GBP)	729	(12)
Dollar (USD)	204	-
Total		(3,900)

Liquidity risk

The company monitors its cash position by using successive annual budgets, quarterly forecasts and daily/weekly cash reports. The management ensures that the cash position is sufficient to meet the company's financial obligations towards creditors and to stay within the limits of its loan covenants. The company applies foreign currency forward contracts to control its risk.

Fair value

Aside from the derivatives and the EUR Bond Loan, the fair value of the financial instruments stated on the balance sheet, including receivables, securities, cash and cash equivalents, current liabilities, long term liabilities and long term receivables is approximately equal to their carrying amount.

12 Off-balance sheet assets and liabilities

Claims

Several claims have been lodged against the company and/or group companies. For those claims of which the outcome can be predicted with certainty, a provision has been recognized on the balance sheet. For claims filed of which the outcome cannot be predicted with any certainty, it is assumed - partly on the basis of legal advice - that these will not have any material unfavourable impact on the consolidated financial position.

Liability

Pursuant to Section 2:403 of the Dutch Civil Code and article 264 (3) No.2 and 264b of the German Commercial Code, the company has issued a liability declaration for all the Dutch consolidated and almost all German participating interests. These amount to:

	2022	2021
	EUR	EUR
Provisions	78,161	79,102
Long term liabilities to external companies	549,513	517,308
Short term liabilities to external companies	237,908	197,158
Short term liabilities to affiliated companies	155,045	62,091
Total	1,020,627	855,659

Guarantees and securities

The total amount of bank guarantees at year-end 2022 is EUR 12,181 (2021: EUR 10,343). No securities at year-end 2022 (2021: EUR 0).

Long-term financial commitments

Long-term unconditional commitments have been entered into in property lease, vehicle operational lease, other operational lease. The operating leasing costs are recognized on a straight-line basis in the profit and loss account over the lease period. The remaining term can be specified as follows:

	2022	2021
	EUR	EUR
No more than 1 year	7,412	6,325
Between 1 and 5 years	10,485	10,055
Longer than 5 years	5,406	503
Total	23,303	16,883

The future minimum sublease payments expected to be received under non-cancellable subleases at the balance sheet date amounted to nil.

Purchase commitments

At 31 December 2022, The company has purchase commitments for EUR 71,462 (2021: EUR 61,972). EUR 68,399 of the total commitments has a term within one year (2021: EUR 33,148). Commitments with a term longer than 5 years amount to EUR 66 (2021: EUR 66).

In addition the company has committed itself to invest EUR 67,638 (2021: EUR 31,927) for various investments.

13 Net turnover

The Company's revenues are primarily generated from contracts with customers for the sale of products. Revenues are recognized when the Company satisfies its performance obligation to transfer products to its customers, which typically occurs at a point in time upon shipment of the products, and for an amount that reflects the transaction price that is allocated to the performance obligation.

The customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the point of shipment. As a result, the Company considers control to have transferred upon shipment because there is a present right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risks and rewards of ownership of the asset.

The breakdown of net turnover by operating segments is as follows:

	2022	2021
	EUR	EUR
Food Ingredients	1,246,867	980,711
Feed Ingredients	646,362	416,665
Fuel Ingredients	513,598	365,499
Net turnover	2,406,826	1,762,875

The breakdown of net turnover by geographical region is as follows:

	2022	2021
	EUR	EUR
Netherlands	366,803	283,387
Belgium	159,323	119,640
Germany	246,881	210,695
Italy	44,934	43,223
Great Britain	25,569	27,527
Other EU member countries	529,070	333,234
Other European countries	66,542	78,405
United States	254,779	139,620
Mexico	1,945	1,544
Canada	1,392	1,276
China	298,466	247,067
Other Asia	122,575	100,239
Poland	92,467	64,475
Czech Republic	10,732	10,291
Russia	2,253	22,764
Brazil	107,585	31,413
Other countries global	75,510	48,075
Net turnover	2,406,826	1,762,875

14 Other operating income

Other operating income concerns income the company generated from activities that are not part of the regular production and trading activities. Income from these activities mainly relate to grants received, services rendered, income generated from disposals of fixed assets and other operating income.

15 Cost of outsourced work and other external costs

	2022	2021
	EUR	EUR
Selling	98,040	74,088
Other production costs	165,344	125,249
Energy and water	284,174	134,290
Repair and maintenance	98,998	85,911
Freight incoming goods	140,732	117,330
General costs	101,542	77,057
	888,830	613,925

16 Wages and salaries

Staffing level

During the 2022 financial year, the average number of staff employed in the group, converted into full-time equivalents, amounted to 7,298 people (2021: 4,753 people), of which 6,431 (2021: 3,924) were employed outside the Netherlands. This staffing level (average number of staff) can be divided into the following staff categories:

	2022	2021
Production Personnel	3,716	2,685
General and administrative	851	536
Purchasing and collection	1,348	575
Marketing & Sales	231	199
Quality	190	90
Environment	100	100
Maintenance	756	494
Legal	7	-
R&D	99	74
	7,298	4,753

17 Social security and pension charges

	2022	2021
	EUR	EUR
Social security charges	49,459	43,136
Pension costs	7,556	7,476
	57,015	50,612

Of the pension costs of EUR 7,556 (2021: EUR 7,476) and amount of EUR 5,725 (2021: EUR 6,196) relates to defined contribution plans which is not included in the note of the defined benefit pension provision.

18 Amortisation and depreciation on intangible and tangible fixed assets

	2022	2021
	EUR	EUR
Depreciation of tangible fixed assets
Buildings	18,803	16,092
Machinery and equipment	52,819	42,657
Other fixed operating assets	13,267	8,964
	84,889	67,713
Amortization of intangible fixed assets
Goodwill	14,603	982
Permits	9,291	9,056
Supplier relations	12,033	8,113
Customer relations	1,788	409
Land user rights	464	438
Patents	-	399
Trade names	2,446	1,615
Software	1,813	2,559
	42,438	23,571
	127,327	91,284

19 Extraordinary expenses

Extraordinary expenses amount to EUR 0 (2021 EUR 0).

20 Interest income and similar income

	2022	2021
	EUR	EUR
Banks	3,688	593
Interest on loans to shareholders and group companies	1,502	2,177
Other financial income	8,947	4,207
	14,137	6,977

Other financial income mainly relates to currency exchange result for EUR 2,892 (2021: EUR 4,113).

21 Interest charges and similar charges

	2022	2021
	EUR	EUR
Banks	4,958	2,695
Interest on non-current loans to external parties	20,431	18,480
Other financial expense	13,263	4,888
	38,652	26,063

The other financial expenses mainly relate to currency exchange losses and losses on foreign exchange contracts.

22 Tax on result from ordinary activities

The company is a subsidiary within a fiscal unity for Dutch corporate income tax purposes. The parent company of the fiscal unity is Darling International Netherlands B.V. Each of the companies recognises the portion of corporate income tax that the relevant company would owe as an independent taxpayer, taking into account the tax facilities applicable to the company.

The following companies were included in the Dutch Fiscal Unity during the year 2022: Darling International Netherlands B.V., Darling International NL Holdings B.V., Rendac Son B.V., Sonac Son B.V., Darling Ingredients International IT Services B.V., Darling Ingredients Nederland B.V., Rousselot B.V., Ecoson B.V., HR Service Nederland B.V., Hepac B.V., Sonac Harlingen B.V., Darling Ingredients International Holding B.V., Darling Ingredients International Rendering and Specialties B.V., Sonac Functional Products B.V., Sonac Burgum B.V., Sonac Eindhoven B.V., Sonac Loenen B.V., Sonac Vuren B.V., Darling Ingredients Nederland Holding B.V., Best Commodity Trade B.V., BV CTH Groep, CTH B.V., Darling Global Finance B.V., Ecoson Burgum B.V. and Sonac Almere B.V.

The applicable weighted average tax rate is 27.5% (2021: 27.9%), whereby the weighted average has been calculated based on the results before taxes and the nominal tax rates in the various tax jurisdictions. The tax expense recognized in the profit and loss account for 2022 amounts to EUR 65,774 or 28.6% of the result before tax (2021: EUR 39,857 or 23.7% of the result before tax).

	2022
	EUR	%
Nominal tax rate in the Netherlands	59,236	25.8
Effect of different foreign tax rates	3,810	1.7
	63,046	27.5
Non-deductible expenses	7,280	3.2
Non-recognizable income	-2,733	-1.2
Non-deductible interest	100	0.0
Tax credits and incentives	-7,561	-3.3
Withholding taxes	4,011	1.7
Change in valuation of deferred tax assets	705	0.3
Other tax effects	939	0.4
Tax rate changes	-13	0.0
Tax on result / Effective tax rate	65,774	28.6

23 Transactions with related parties

Transactions with related parties occur when a relationship exists between the company, its participating interests and their directors and key management personnel. Transactions are transfers of resources, services or obligations, regardless whether anything has been charged. There were no transactions with related parties that were not on a commercial basis. The company has a loan a participant. Please refer to Note 3 for further information.

As part of its ordinary activities, the company buys and sells goods and services from and to various related parties in which the company has an interest of 50% or less. Generally, these transactions are conducted on a commercial basis under comparable conditions that apply to transactions with third parties. The remuneration of the managing directors is included in Note 35.

24 Auditor's fees

The following fees were charged by KPMG to the company, its subsidiaries and other consolidated companies, as referred to in Section 2:382a (1) and (2) of the Netherlands Civil Code.

	KPMG Accountants N.V. 2022	Other KPMG network 2022	Total KPMG 2022
	EUR	EUR	EUR
Audit of the financial statements	91	454	545
Other audit engagements	-	59	59
Tax-related advisory services	-	387	387
Other non-audit services	86	333	419
	177	1,233	1,410

	2021	2021	2021
	EUR	EUR	EUR
Audit of the financial statements	96	320	416
Other audit engagements	-	55	55
Tax-related advisory services	-	-	-
Other non-audit services	-	69	69
	96	444	540

The fees mentioned in the table for the audit of the financial statements 2022 relate to the total fees for the audit of the financial statements 2022, irrespective of whether the activities have been performed during the financial year 2022.

25 Subsequent events

On March 31, 2023, the Company acquired all of the shares of Gelnex, a leading global producer of collagen products (the "Gelnex Acquisition"). The Gelnex Acquisition includes a network of five processing facilities in South America and one in the United States and two sales offices, one located in South America and one in Europe. The Company acquired 100% of the shares of Gelnex. The initial purchase price of approximately EUR 1.2 billion was comprised of an initial cash payment of approximately EUR 1.0 billion, which consisted of a payment of approximately R$4.3 billion Brazilian real (approximately EUR 786.9 million at the exchange rate on the closing date) and a payment of approximately EUR 224.0 million, and is subject to various post-closing adjustments in accordance with the stock purchase agreement. In addition, the Company incurred a liability of approximately EUR 95.8 million for acquisition consideration hold-back amounts that are part of the purchase price set aside in escrow in the Company's name for possible indemnification claims by the Company, which amounts will be paid to the sellers in the future if no claims arise. The hold-back amount represents a noncash investing activity during the period of acquisition. The Gelnex Acquisition gives us immediate capacity to serve the growing needs of our collagen customers and the growing gelatin market.

On Jan 31, 2024, the Company acquired all of the shares of Miropasz, a Polish rendering company (the Acquisition). The Acquisition includes a three processing facilities in southeast Poland. The Company acquired 100% of the shares of Miropasz. The initial purchase price is approximately EUR 110 million and consists out of an initial cash payment of EUR 93 million and is subject to various post-closing adjustments in accordance with the stock purchase agreement. In addition, the Company incurred a liability of approximately EUR 7.0 million for acquisition consideration hold-back amounts that are part of the purchase price set aside in escrow in the Company's name for possible indemnification claims by the Company, which amounts will be paid to the sellers in the future if no claims arise. The hold-back amount represents a noncash investing activity during the period of acquisition.

Company balance sheet as at 31 December 2022

In thousands of euros

(before result appropriation)

		2022		2021
		EUR	EUR	EUR	EUR
Fixed assets
Financial fixed assets	26	1,691,157		1,371,024
			1,691,157		1,371,024
Current assets
Trade and other receivables	27	6,159		5,502
			6,159		5,502
			1,697,316		1,376,526
Shareholders' equity	28
Issued capital		-		-
Share premium reserve		854,481		704,481
Other comprehensive income		17,668		(6,243)
Foreign currency translation reserve		(68,106)		(41,148)
Other Legal reserves		24,882		23,369
Other reserves		(88,695)		(212,440)
Unappropriated result		156,876		125,258
			897,106		593,277
Long-term liabilities	29		515,000		515,000
Current liabilities	30		285,210		268,249
			1,697,316		1,376,526

Company profit and loss account for the year ended 31 December 2022

In thousands of euros

		2022	2021
		EUR	EUR
Share of result of participating interests after tax	33	173,331	140,444
Other result after tax		(16,455)	(15,186)
Net result		156,876	125,258

Notes to the 2022 company financial statements

General

The company financial statements are part of the 2022 financial statements of the Darling International NL Holdings B.V. group. For the company profit and loss account, use has been made of the exemption pursuant to Section 2:402 of the Dutch Civil Code.

If no further explanation is provided of items in the company balance sheet and the company profit and loss account, please refer to the notes to the consolidated balance sheet and profit and loss account.

The company financial statements are presented in thousands of euros and rounded as such.

Reporting period

These financial statements have been prepared for a reporting period of one year.

Accounting policies

The principles for the valuation of assets and liabilities and the determination of the result are the same as those applied to the consolidated profit and loss account, with the exception of the following principles.

Financial instruments

In the company financial statements, financial instruments are presented on the basis of their legal form. Refer to the notes of the consolidated financial statements.

Participating interests in group companies

Participating interests in group companies are accounted for in the company financial statements according to the equity accounting method on the basis of net asset value. For details we refer to the accounting policy for financial fixed assets in the consolidated financial statements.

Share of result of participating interests

This item concerns the company's share of the profit or loss of these participating interests. In so far as gains or losses on transactions involving the transfer of assets and liabilities between the company and its participating interests or between participating interests themselves can be considered unrealized, they have not been recognized.

26 Financial fixed assets

	2022	2021
	EUR	EUR
Participating interests in group companies	1,690,648	1,370,364
Deferred tax assets	509	660
	1,691,157	1,371,024

Movements in financial fixed assets were as follows:

	Participating interests in group companies	Deferred tax assets	Total
	EUR	EUR	EUR
Balance as at 1 January 2022:
• Costprice	1,370,364	660	1,371,024
• Accumulated depreciation and impairment	-	-	-
• Carrying amount	1,370,364	660	1,371,024
Changes in carrying amount:
• Share in result of participations	173,331	-	173,331
• Dividends received from participations	-	-	-
• Capital contributions	150,000	-	150,000
• Actuarial gains and losses	5,426	-	5,426
• Foreign currency impact of cashflow hedges	18,485	-	18,485
• Exchange rate differences	(26,958)	-	(26,958)
• Utilization of deferred tax assets	-	(151)	(151)
Balance	320,284	(151)	320,133
Balance as at 31
December 2022
• Costprice	1,690,648	509	1,691,157
• Accumulated depreciation and impairment	-	-	-
• Carrying amount	1,690,648	509	1,691,157

Participating interests in group companies

As at 31 December 2022 no shareholdings had a negative equity value and as a result no provision for negative participation values has been formed per 31 December 2022.

Deferred tax assets

The deferred tax assets relate to the recognised unused tax loss carry-forwards and deductible temporary differences. It is expected that EUR 152 (2021: EUR 152) of the deferred tax assets will be offset within one year.

27 Trade and other receivables

	2022	2021
	EUR	EUR
Tax receivable	6,159	5,502
	6,159	5,502

28 Shareholders' equity

	Issued capital	Share premium	Other comprehensive income	Foreign currency translation reserve	Other legal Reserves
	EUR	EUR	EUR	EUR	EUR
Balance as at 1 January	-	704,481	(6,243)	(41,148)	23,369
Changes in financial year:
• Capital contribution/(repayment)	-	150,000	-	-	-
• Direct equity movements	-	-	-	-	-
• Appropriation of result	-	-	-	-	-
• Result of the year	-	-	-	-	-
• Additions to legal reserves	-	-	-	-	1,513
• Dividend paid	-	-	-	-	-
• Translation differences	-	-	-	(26,958)	-
• Changes in OCI	-	-	23,911	-	-
Balance as at 31 December	-	854,481	17,668	(68,106)	24,882

	Other reserves	Unappropriated result	Total 2022	Total 2021
	EUR	EUR	EUR	EUR
Balance as at 1 January	(212,440)	125,258	593,277	479,300
Changes in financial year:
• Capital contribution/(repayment)	-	-	150,000	(25,000)
• Direct equity movements	-	-	-	-
• Appropriation of result	125,258	(125,258)	-	-
• Result of the year	-	156,876	156,876	125,258
• Additions to legal reserves	(1,513)	-	-	-
• Dividend paid	-	-	-	-
• Translation differences	-	-	(26,958)	23,184
• Changes in OCI	-		23,911	(9,465)
Balance as at 31 December	(88,695)	156,876	897,106	593,277

Issued capital

The company's authorised capital amounts to EUR 0.1. Of the issued capital an amount of EUR 0.1 is not recognized as paid up.

Share premium

The share premium concerns the income from the issuing of shares in so far as this exceeds the nominal value of the shares (above par income). On 31 December 2016, the parent company Darling International Netherlands B.V. contributed an amount of EUR 125,000 to Darling International NL Holdings B.V. as a share premium contribution. On 18 December 2019 Darling International Netherlands B.V. contributed an additional amount of EUR 94,000 to Darling International NL Holdings B.V. as a share premium contribution. On 15 December 2021 Darling International NL Holdings B.V. paid an amount of EUR 25,000 out of the additional paid in capital to its shareholder Darling International Netherlands B.V. On 21 September 2022 Darling International Netherlands B.V. contributed an additional amount of EUR 150,000 to Darling International NL Holdings B.V. as a share premium contribution.

The amount of EUR 854,481 (year-end 2021: EUR 704,481) of the share premium reserve can be considered as freely distributable share premium as referred to Section 2 of the Dutch Civil Code.

Other comprehensive income

The other comprehensive income is related to changes in the pension provision and the changes in cashflow hedges.

Foreign currency translation reserve

Exchange gains and losses arising from the translation of foreign operations from functional to reporting currency are accounted for in this statutory reserve. In the case of the sale of a participating interest, the associated accumulated exchange differences are taken to other reserves. During the year, an amount of EUR 0 (2021: EUR 0) from the foreign currency translation reserve was transferred to the profit and loss account due to the disposal of a foreign business.

Legal reserves

Other legal reserves consist of a statutory reserve for participating interests.

The legal reserve for participating interests, which amounts to EUR 24,882 (2021: EUR 23,724), pertains to participating interests that are accounted for according to the equity accounting method. The reserve represents the difference between the participating interests' retained profit and direct changes in equity, as determined on the basis of the parent company's accounting policies, and the share thereof that the parent company may distribute. As to the latter share, this takes into account any profits that may not be distributable by participating interests that are Dutch limited companies based on the distribution tests to be performed by the management of those companies. The statutory reserve is determined on an individual basis.

Appropriation of result prior year

The General Meeting of Shareholders, held on 14 June 2022, has approved to add the result of 2021, amounting to EUR 125,258 to the other reserves.

Unappropriated result

The General Meeting of Shareholders will be asked to approve the following appropriation of the 2022 result after taxation: an amount of EUR 145,700 to be added to the Other reserves. The result after tax for 2022 is included under unappropriated result in shareholders' equity.

29 Long-term liabilities

	2022	2021
	EUR	EUR
Debt to credit institution (revolver loan)	-	-
Debt to group companies	515,000	515,000
	515,000	515,000

Debt to credit institution

Movements were as follows:

	2022	2021
	EUR	EUR
Balance as at 1 January	-	-
Borrowings during the year	-	10,000
Repayments during the year	-	(10,000)
Long term portion as at 31 December	-	-

As per 31 December 2022 Darling International NL Holdings no outstanding debt under this Revolving Credit Facility (2021: EUR 0).

Covenants

The Amended Credit Agreement as well the 3.625% Indenture contains financial covenants as well as other covenants. These covenants are monitored on consolidated Darling Ingredients Inc level. As per end December 2022 the company believes it is in compliance with all financial covenants under the Amended Credit Agreement, as well as all of the other covenants contained in the Amended Credit Agreement, the 5.25% Indenture and the 3.625% Indenture.

Debt to group companies

Debt to group companies relate to loans received from group companies for the financing of the working capital of Darling Ingredients Inc (including Darling International NL Holdings B.V. and its subsidiaries). Movements were as follows:

	2022	2021
	EUR	EUR
Balance as at 1 January	515,000	515,000
Repayments during the year	-	-
Loans received during the year	-	-
	515,000	515,000

On 3 May 2018 a new intercompany loan between Darling International NL Holdings BV and Darling Global Finance BV is issued. The proceeds from this loan are used to refinance the existing loan. The residual time is more than 5 years with an ultimate repayment date of 15 May 2026. The average interest rate is amounted to 3.625%.

30 Current liabilities

	2022	2021
	EUR	EUR
Debt to group companies	282,128	265,118
Accruals related to interest, tax and other accruals	3,082	3,131
	285,210	268,249

31 Financial instruments

General

During the normal course of business, the company uses various financial instruments that expose it to currency, credit and interest rate risks. To control these risks, the company has instituted a policy including a code of conduct, procedures and policies that are intended to limit the risks of unpredictable adverse developments in the financial markets and thus for the financial performance of the companies.

Regarding the currency, interest rate and credit risk, a separate central Treasury respectively Credit Risk department is established.

The company applies derivatives, including interest rate swaps and forward exchange contracts to control its risks. The company does not trade in financial derivatives.

Credit risk

Credit risk arises principally from the tax receivables presented under financial fixed assets and trade and other receivables. The maximum amount of credit risk that the company incurs is EUR 6,159 (2021: EUR 5,502), which solely consists of a tax receivable.

Interest rate risk

The current finance structure is driven by the US ultimate parent shareholder. Approximately 86% of the gross debt of the company has a fixed interest rate. There is no active interest rate hedging at the level of the company.

In case interest rates as of 31 December 2022 would increase with 1%, leaving all other assumptions constant, the impact on total interest expenses would be approximately EUR 859 (2021: EUR 0).

Currency risk

The company is limited exposed to currency risk as there are no activities in foreign exchange currencies.

Liquidity risk

The company monitors its cash position by using successive annual budgets, quarterly forecasts and daily/weekly cash reports. The management ensures that the cash position is sufficient to meet the company's financial obligations towards creditors and to stay within the limits of its loan covenants.

Fair value

Aside from the derivatives, the fair value of the financial instruments stated on the balance sheet, including receivables, securities, cash and cash equivalents, current liabilities, long term liabilities and long term receivables is approximately equal to their carrying amount.

32 Off-balance sheet assets and liabilities

Tax entity

The company is a subsidiary within a fiscal unity for Dutch corporate income tax purposes. The parent company of the fiscal unity is Darling International Netherlands B.V. Each of the companies recognises the portion of corporate income tax that the relevant company would owe as an independent taxpayer, taking into account the tax facilities applicable to the company. The company is jointly and separate liable to tax liabilities of the Dutch fiscal unity.

Liability

Pursuant to Section 2:403 of the Dutch Civil Code and article 264 (3) No.2 and 264b of the German Commercial Code, the company has issued a liability declaration regarding the consolidated participating interests. Reference is made to note 12 of the financial statements.

33 Share of result of participating interest after tax

This concerns the share of the company in the result of its participating interests. The total amount of EUR 162,155 (2021: EUR 140,444) relates to group companies.

34 Number of employees

During the 2022 financial year, the average number of staff employed in Darling International NL Holdings B.V., converted into full-time equivalents, amounted to zero (2021: zero).

35 Remuneration of managing directors

The emoluments, including pension costs as referred to in Section 2:383(1) of the Netherlands Civil Code, charged in the financial year to the company and group companies amounted to EUR 2,026 (2021: EUR 1,880) for managing directors.

List of consolidated shareholdings

Ownership percentage (direct and indirect combined) is 100%, unless stated otherwise

•	Darling Ingredients Germany Holding GmbH (90%), Belm-Icker, Germany ^() ^{/ (**)}
•	Darling Global Finance B.V., Best, the Netherlands
•	Darling Ingredients International Holding B.V., Best, the Netherlands
•	Sonac Loenen B.V., Loenen, the Netherlands
•	Hepac B.V., Loenen, the Netherlands
•	Haripro SpA (50%), Spilamberto, Italy
•	Harimex do Brazil Ltda, Brazil
•	Darling Ingredients Nederland B.V., Son, the Netherlands
•	Best Commodity Trade B.V., Son, the Netherlands
•	Rousselot B.V., Son, the Netherlands
•	Sonac Eindhoven B.V., Eindhoven, the Netherlands
•	Sonac Harlingen B.V., Harlingen, the Netherlands
•	Sonac Vuren B.V., Vuren, the Netherlands
•	Global Ceramic Materials Ltd, Stoke-on-Trent, United Kingdom
•	China Millers Ltd, Stoke-on-Trent, United Kingdom
•	Darling Ingredients International IT Services B.V., Son, the Netherlands
•	Sonac Son B.V., Son, the Netherlands
•	HR-Service Nederland B.V., Son, the Netherlands
•	Sonac Burgum B.V., Sumar, the Netherlands
•	Ecoson Burgum B.V., Sumar, the Netherlands
•	Ecoson B.V., Son, the Netherlands
•	Darling Ingredients International Rendering and Specialties B.V., Son, the Netherlands
•	Rendac Son B.V., Son, the Netherlands
•	Sonac Functional Products B.V., Vuren, the Netherlands
•	Sonac do Brasil Indústria e Comércio de subproduto animal Ltda, Brazil
•	Sonac Australia PTY, Ltd, Nundah, Australia
•	Darling (Shanghai) Management Co., Ltd, Shanghai, China
•	Darling Ingredients Belgium Holding BV, Denderleeuw, Belgium
•	Sonac België BV, Denderleeuw, Belgium
•	Sonac Gent BV, Gent, Belgium
•	Cominbel BV, Sint-Lievens-Houtem, Belgium
•	Revada BV, Sint-Lievens-Houtem, Belgium
•	Olense Kippeverwerking BV, Sint-Lievens-Houtem, Belgium
•	Ecoson Recycling BV, Sint-Lievens-Houtem, Belgium
•	Sobel Luxembourg Sarl, Hunsdorf, Luxembourg
•	Rousselot SAS, Courbevoie, France
•	Rousselot (Wenzhou) Gelatin Co. Ltd (70%), Qiancang, China
•	Rousselot Angoulême SAS, Angoulême, France
•	Rousselot Isle Sur La Sorgue SAS, Isle Sur La Sorgue, France
•	Rousselot Japan KK, Tokyo, Japan
•	Rousselot GmbH, Düsseldorf, Germany
•	Rousselot (M) Sdn Bhd, Kuala Lumpur, Malaysia
•	Rousselot Gelatin SL, Cervia de Ter (Girona), Spain
•	Rousselot Argentina SA, Hurlingham, Argentina
•	Rousselot (Guangdong) Gelatin Co. Ltd (75%), Guangdong, China
•	Rendac BV, Denderleeuw, Belgium
•	Rendac Transport BV, Denderleeuw, Belgium
•	Rendac C.E.S. s.a., Hunsdorf, Luxembourg
•	Rendac UDES SPRL, Ciney, Belgium
•	Rendac UDES Transport SPRL, Ciney, Belgium
•	Rousselot (Da'an) Gelatin Co. Ltd (75%), Da'an, China
•	Rousselot Gelatinas do Brasil Ltda, Amparo, Brasil
•	Rousselot BV, Gent, Belgium
•	Sonac (China) Biology Co. Ltd, Wuhan, China
•	Zhejiang Sonac Biotechnology Co. Ltd, Zhejiang, China
•	Qionglai Sonac Biotechnology Co. Ltd, Qionglai, China
•	Sonac (Luohe) Biotechnology Co. Ltd, Luohe, China
•	Changchun Sonac Biotechnology Co. Ltd, Changchun, China
•	Siping Sonac Biotechnology Co. Ltd, Siping, China
•	Sonac (Guangdong) Biotechnology Co. Ltd, Guangdong, China
•	B.V. CTH Groep, Almere, the Netherlands
•	CTH B.V., Almere, the Netherlands
•	Nevada Darmen- und Schlachtnebenprodukte Handels GmbH, Bad Bentheim, Germany
•	Triperia CTH Espana SL, Burgos, Spain
•	CTH US Inc., Mukwonago, United Stated
•	Hunan Teijsen Casings & Food Co. Ltd, Changsha, China
•	CTH België BV, Kalmthout, Belgium
•	CTH GmbH, Holdorf, Germany ^()/ ^(**)
•	CTH Porto - Industria Alimentar, Unipessoal Lda, Vila do Conde, Portugal
•	Sonac Bad Bramstedt GmbH, Bad Bramstedt, Germany ^(*)
•	LARU GmbH, Bottrop, Germany ^(*)
•	SNP Handels- und Beteiligungsgesellschaft mbH, Belm-Icker, Germany ^{() /} ^(**)
•	Treuhand SNP Icker GmbH, Germany
•	Sonac Lingen GmbH, Lingen, Germany ^(*)
•	Rendac Lingen GmbH, Lingen, Germany ^(*)
•	Sonac Kiel GmbH, Kiel, Germany ^(*)
•	Sonac Mering GmbH, Mering, Germany ^(*)
•	Rendac Jagel GmbH, Jagel, Germany ^(*)
•	Rendac Rotenburg GmbH, Rotenburg, Germany ^(*)
•	Rendac Icker GmbH & Co KG, Belm-Icker, Germany ^(**)
•	Sonac Elsholz GmbH, Elsholz, Germany ^(*)
•	Sonac Erolzheim GmbH, Erolzheim, Germany ^(*)
•	Sonac Versmold GmbH, Belm-Icker, Germany ^(*)
•	Sonac Briinen GmbH, Hamminkeln, Germany ^()/ ^(**)
•	Sonac Osetnica Sp. z o.o, Chojnow, Poland
•	Sonac Usnice Sp. z o.o, Sztum, Poland
•	Sonac Lubien Kujawski Sp. z o.o, Kujawski, Poland
•	Darling Ingredients Nederland Holding B.V., Best, the Netherlands
•	Sonac Almere B.V., the Netherlands
•	AEM Federhen Participacoes Ltda, Lajeado (RS), Brazil
•	SAPI La.AM Participacoes Ltda, Amparo (SP), Brazil
•	SAPI Holding S/A, Amparo (SP), Brazil
•	FASA America Latina Part. Societarias S/A, Curitiba (PR), Brazil
•	FRR Participacoes Ltda (90,4762%), Curitiba (PR), Brazil
•	Vital Adm. De Imoveis Ltda, Cruzeiro do Sul (RS), Brazil
•	Thor Maquinas E Montagens Ltda, Santa Maria (RS), Brazil
•	Faros Ind. De Farinha De Ossos Ltda, Cruzeiro do Sul (RS), Brazil
•	Farfri Industria E Comerio Ltda, Boa Vista do Sul (RS), Brazil
•	Base Ind. E Com de Oleos E Prot. Ltda, Cruzeiro do Sul (RS), Brazil
•	Ossotuba Ind E Com Oleos Prot Ltda, Tubarao (SC), Brazil
•	Cordeiro Ind E Com De Farinha E Gordura Animal Ltda, Xanxere (SC), Brazil
•	Agroindustrial São Francisco Ltda, Dourados (MS), Brazil
•	Faros Transportes E Com. Ltda, Nova Santa Rita (RS), Brazil
•	Araguaia Ind De Oleos E Proteinas S.A.(50%), Xinguara (PA), Brazil
•	Rio Verde Ind De Gord E Prot Ltda (70%), Itauba (MT), Brazil
•	Céu De Minas Nutrição Animal Ltda, Uberaba (MG), Brazil
•	Senha Farinha E Oleo Ltda, Capela de Santana (RS), Brazil
•	Vigor Ind. De Oleos E Proteinas Ltda, Carambei (PR), Brazil
•	Comercial Faros Ind. E Com. De Produtos Nutrição Animal Ltda, Cruzeiro do Sul (RS), Brazil
•	Santa Rita Ind De Oleos E Proteinas S/A, Cruzeiro do Sul (RS), Brazil
•	Petfar Industria De Proteinas Animal Ltda, Nova Brescia (RS), Brazil
•	Pet Lover Ind E Com De Alimentos Ltda, Estrela (RS), Brazil
•	Quinari Ind. De Oleos E Proteinas Ltda, Cruzeiro do Sul (RS), Brazil
•	Aquiraz Ind E Com De Gorduras E Prot Ltda, Cruzeiro do Sul (RS), Brazil
•	Dynergy, Beveren-Waas, Belgium
•	Group op de Beeck M&T, Beveren-Waas, Belgium
•	Compofert, Beveren-Waas, Belgium
•	Biogas Solutions, Beveren-Waas, Belgium
•	Op de Beeck, Beveren-Waas, Belgium
•	Van Helvert Recycling, Ravels, Belgium
•	Van Helvert WellDpack, Ravels, Belgium
•	De Jong Vastgoed Sint Nyk B.V., Sint Nicolaasga, the Netherlands
•	De Jong SintNicolaasga B.V. , Sint Nicolaasga, the Netherlands
•	SAS CTH France, Villasavary, France
•	Zafe Alimentos Ltda, Matias Barbosa (MG), Brazil

^(*) using exemption regulation according to article 264 Abs. 3 German Commercial Code (HGB)
^(**) using exemption regulation according to article 264b German Commercial Code (HGB)
^(***) using exemption rule for the preparation of a consolidated financial statement in accordance with article 291 Germany Commercial Code (HGB)

36 Subsequent events

On March 31, 2023, the Company acquired all of the shares of Gelnex, a leading global producer of collagen products (the "Gelnex Acquisition"). The Gelnex Acquisition includes a network of five processing facilities in South America and one in the United States and two sales offices, one located in South America and one in Europe. The Company acquired 100% of the shares of Gelnex. The initial purchase price of approximately EUR 1.2 billion was comprised of an initial cash payment of approximately EUR 1.0 billion, which consisted of a payment of approximately R$4.3 billion Brazilian real (approximately EUR 786.9 million at the exchange rate on the closing date) and a payment of approximately EUR 224.0 million, and is subject to various post-closing adjustments in accordance with the stock purchase agreement. In addition, the Company incurred a liability of approximately EUR 95.8 million for acquisition consideration hold-back amounts that are part of the purchase price set aside in escrow in the Company's name for possible indemnification claims by the Company, which amounts will be paid to the sellers in the future if no claims arise. The hold-back amount represents a noncash investing activity during the period of acquisition. The Gelnex Acquisition gives us immediate capacity to serve the growing needs of our collagen customers and the growing gelatin market.

On Jan 31, 2024, the Company acquired all of the shares of Miropasz, a Polish rendering company (the Acquisition). The Acquisition includes a three processing facilities in southeast Poland. The Company acquired 100% of the shares of Miropasz. The initial purchase price is approximately EUR 110 million and consists out of an initial cash payment of EUR 93 million and is subject to various post-closing adjustments in accordance with the stock purchase agreement. In addition, the Company incurred a liability of approximately EUR 7.0 million for acquisition consideration hold-back amounts that are part of the purchase price set aside in escrow in the Company's name for possible indemnification claims by the Company, which amounts will be paid to the sellers in the future if no claims arise. The hold-back amount represents a noncash investing activity during the period of acquisition.

16 April 2024

N.C.B.-weg 10, 5681 RH Best,

The Board of Directors:

R.C. Stuewe

J. B. Phillips

J. M.I.M. van der Velden

J. P. Bosch

M.A.D.M. Beerendonk

Adopted by the general meeting date 3 May 2024.

Other information

Independent auditor's report

To: the General Meeting of Darling International NL Holdings B.V.

Report on the audit of the accompanying financial statements

Our opinion

We have audited the financial statements 2022 of Darling International NL Holdings B.V., based in Eindhoven.

In our opinion the accompanying financial statements give a true and fair view of the financial position of Darling International NL Holdings B.V. as at December 31, 2022 and of its result for the year ended December 31, 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

1.	the consolidated and company balance sheet as at December 31, 2022;
2.	the consolidated and company profit and loss account for the year ended December 31, 2022;
3.	the consolidated statement of comprehensive income for the year ended December 31, 2022; and
4.	the notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.

We are independent of Darling International NL Holdings B.V. in accordance with the 'Wet toezicht accountantsorganisaties' (Wta, Audit firms supervision act), the 'Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten' (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the 'Verordening gedragsen beroepsregels accountants' (VGBA, Dutch Code of Ethics).

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of fraud and noncompliance with laws and regulations and going concern was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

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

Information in support of our opinion

Audit response to the risk of fraud and non-compliance with laws and regulations

In chapter "Significant risks and uncertainties" of the management report, the management board describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations.

As part of our audit, we have gained insights into the Company and its business environment and the Company's risk management in relation to fraud and non-compliance. Our procedures included, among other things, assessing the Company's code of conduct, whistleblowing procedures, incidents register and its procedures to investigate indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries with management, those charged with governance and other relevant functions, such as Internal Audit, Legal Counsel and Compliance Office and included correspondence with relevant supervisory authorities and regulators, if any, in our evaluation. We have also involved forensic specialists in our audit procedures. As a result from our risk assessment, we identified the following laws and regulations as those most likely to have a material effect on the financial statements in case of non-compliance:

•	employment law (reflecting the Company's significant and geographically diverse work force);
•	health and safety law (reflecting the nature of the Company's production and distribution processes);
•	environmental law (reflecting environmental impact restrictions, waste and contamination related to the Company's production and distribution processes).

Based on the above and on the auditing standards, we identified the following fraud risks that are relevant to our audit, including the relevant presumed risks laid down in the auditing standards, and responded as follows:

Presumed risk of management override of controls

Risk:

There is a presumed risk of fraud associated with management override of internal controls through manual journal entries. Management is in a unique position to perpetrate fraud because of management's ability to directly or indirectly manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively. Although the level of risk of management override of controls will vary from entity to entity, the risk is nevertheless present in all entities. Due to the unpredictable way in which such override could occur, it is a risk of material misstatement due to fraud and thus a significant risk.

Responses:

•	We evaluated the design, implementation and operating effectiveness of key controls that address the process risk points related to management override of controls.
•	We evaluated the appropriateness of the accounting for significant transactions that are outside the Company's normal course of business, or are otherwise unusual, if any.
•	We determined completeness and accuracy of the journal entry population received through tie-out procedures to the trial balance and testing over attributes used to run our high-risk routines.
•	We identified and examined journal entries, including source documents, that met our "high-risk" criteria as well as other adjustments posted during the financial statements' preparation process.
•	We communicated our risk assessment, audit responses and results to management.

Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and noncompliance that are considered material for our audit.

Audit response to going concern

The management board has performed its going concern assessment and has not identified any going concern risks. To assess the management board's assessment, we have performed, inter alia, the following procedures:

•	We considered whether the management board's assessment of the going concern risks includes all relevant information of which we are aware as a result of our audit.
•	We considered whether the developments in energy prices as well as the effect of increasing interest rates indicate a going concern risk.
•	We inspected management's budget for the 12 months following the date of our opinion.
•	We analyzed the Company's financial position as at year-end and compared it to the previous financial year in terms of indicators that could identify going concern risks.

The outcome of our risk assessment procedures did not give reason to perform additional audit procedures on management's going concern assessment.

Report on the other information included in the annual report

In addition to the financial statements and our auditor's report thereon, the annual report contains other information.

Based on the following procedures performed, we conclude that the other information:

―

is consistent with the financial statements and does not contain material misstatements;

and

―

contains all the information regarding the management report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements.

The Board of Directors is responsible for the preparation of the other information, including the management report, in accordance with Part 9 of Book 2 of the Dutch Civil Code, and other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Description of the responsibilities for the financial statements

Responsibilities of the Board of Directors for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Board of Directors is responsible for such internal control as the Board of Directors determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern. Based on the financial reporting framework mentioned, the Board of Directors should prepare the financial statements using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors should disclose events and circumstances that may cast significant doubt on the Company's ability to continue as a going concern in the financial statements.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all material errors and fraud during our audit.

Misstatements can arise from fraud or errors 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 the financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

A further description of our responsibilities for the audit of the financial statements is located at the website of de 'Koninklijke Nederlandse Beroepsorganisatie van Accountants' (NBA, Royal Netherlands Institute of Chartered Accountants) at:

http://www.nba.nl/ENG algemeen 01

This description forms part of our independent auditor's report.

Eindhoven, April 16, 2024

KPMG Accountants N.V.

P.W. van Hulsentop RA

Provisions in the Articles of Association governing the appropriation of result

Under Article 21 of the company's Articles of Association, the result is at the disposal of the General Meeting of Shareholders, which can allocate the result either wholly or partly to the formation of - or addition to - one or more general or special equity components.

Sonac Mering GmbH