Exchange of shares

PRESS RELEASE

19 November, 2015, Kyiv, Ukraine

MHP S.A.

Exchange of shares

MHP S.A. ("MHP" or the "Company", LSE ticker: "MHPC"), one of the leading agro-industrial companies in Ukraine focusing on the production of poultry and the cultivation of grain, today announces its decision to use MHP shares held in Treasury to acquire the 10% minority shareholding in PrJSC «Zernoproduct MHP» ("Zernoproduct"). (NOTE: the decision was adopted by the Board during the Board Meeting on 18 November, 2015).

Zernoproduct is a subsidiary of PJSC «Myronivsky Hliboproduct», a wholly-owned subsidiary of MHP. Myronivsky Hliboproduct has to date owned 90% of the issued share capital of Zernoproduct. The minority shareholder has until now been the legal and beneficial owner of 1,000,000 shares of Zernoproduct, representing 10% of its issued share capital.

The minority shareholder of Zernoproduct will exchange these 1,000,000 shares for 830,511 shares of MHP, which represent 0.79% of MHP's outstanding GDR-share capital. The exchange of shares will be structured either through two reciprocal sale and purchase agreements, where an entity represented by a minority shareholder sold 1,000,000 Zernoproduct shares to MHP and applied the proceeds to the purchase of 830,511 MHP shares or through share swap agreement.

The number of MHP shares to be acquired by a minority shareholder is calculated on the basis of the relative consolidated EBITDA of MHP and Zernoproduct (without any discount or premium). These shares had previously been bought by the Company through the share buy-back programs and have since been held in the Treasury.

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