Untitled

Vandtårnsvej 83B

2860 Søborg

Denmark

Date of the Annual General Meeting

Chairman of the Annual General Meeting

Carsten Hornecker

Reg. No. 39 71 39 18

Annual Report for 1 January - 31 December 2023

AGC Biologics Copenhagen ApS

Contents

Page

Management’s Review

Company Information

The Company AGC Biologics Copenhagen ApS

c/o AGC Biologics A/S

Vandtårnsvej 83B

2860 Søborg

Denmark

Reg. No.: 39 71 39 18

Established: 25 June 2018

Registered office: Copenhagen

Financial year: 1 January – 31 December

Board of Directors Patricio Ezequiel Massera (Chairman)

Tadashi Murano

Akira Nakamura

Executive Board Kasper Møller

Lasse Fuglsang Pedersen

Auditor KPMG

Statsautoriseret Revisionspartnerselskab

Dampfærgevej 28

2100 København Ø

Denmark

Management's review

Events after December 31, 2023

No significant subsequent events occurred after the financial year-end that would have a material impact on

these annual accounts.

Operating review

Principal activities

The Company’s principal activity consists of offering incentive arrangements to selected employees in AGC

Biologics A/S.

Development in activities and financial position

The Company's income statement for 2023 shows a loss of DKK 23,834 as against DKK 22,187 in 2022.

Equity in the Company's balance sheet at 31 December 2020 stood at DKK 37,243 as against DKK 63,186

Statement by the Management on the Annual Report

Executive Board

Kasper Møller Lasse Fuglsang Pedersen

Board of Directors

Patricio Ezequiel Massera Tadashi Murano Akira Nakamura

(Chairman)

Today the Board of Directors and the Executive Board presented the Annual Report for 2023 of AGC

Biologics Copenhagen ApS.

The Annual Report has been presented in accordance with the Danish Financial Statements Act.

In our opinion, the Financial Statements provide a true and fair view of the Company’s assets, liabilities and

equity, financial position at 31 December 2023 and results of the Company’s activities in the accounting

period 1 January - 31 December 2023.

In our opinion the Management’s Review provides a fair review of the matters the review deals with.

We recommend that the Annual Report be approved at the Annual General Meeting.

Copenhagen, July 4, 2024

Independent auditor’s Report

To the Shareholders of AGC Biologics Copenhagen ApS.

•

We are independent of the Company in accordance with the International Ethics Standards Board for

Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional

ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the IESBA Code.

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

opinion.

Management's responsibility for the financial statements

identify and assess the risks of material misstatement of the company financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error as fraud may

involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Company's internal control.

evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by Management.

Opinion

In our opinion, the financial statements give a true and fair view of the Company's assets, liabilities and

financial position at 31 December 2023 and of the results of the Company's operations for the financial year

1 January – 31 December 2023 in accordance with the Danish Financial Statements Act.

Management is responsible for the preparation of financial statements that give a true and fair view in

accordance with the Danish Financial Statements Act and for such internal control that Management

determines is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

As part of an audit conducted in accordance with ISAs and the additional requirements applicable in

Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit.

We also

In preparing the financial statements, Management is responsible for assessing the Company's ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting in preparing the financial statements unless Management either intends to

liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance as to whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes

our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit

conducted in accordance with ISAs and the additional requirements in Denmark will always detect a material

misstatement when it exists. Misstatements may arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of

financial statement users made on the basis of these financial statements.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional

requirements applicable in Denmark. Our responsibilities under those standards and requirements are

further described in the "Auditor's responsibilities for the audit of the financial statements" section of our

We have audited the financial statements of AGC Biologics Copenhagen ApS for the financial year 1

January – 31 December 2023, comprising income statement, balance sheet and notes, including accounting

policies. The financial statements are prepared in accordance with the Danish Financial Statements Act

Independent auditor’s Report

•

KPMG

Statsautoriseret Revisionspartnerselskab

CVR no. 25 57 81 98

Sara Carstensen

State Authorised Public Accountant

MNE-no. 34191

Copenhagen, July 4, 2024

Moreover, it is our responsibility to consider whether the Management's review provides the information

required under the Danish Financial Statements Act.

Statement on the Management's review

Management is responsible for the Management's review.

In connection with our audit of the financial statements, our responsibility is to read the Management's review

and, in doing so, consider whether the Management's review is materially inconsistent with the financial

statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.

Based on the work we have performed, we conclude that the Management's review is in accordance with the

financial statements and has been prepared in accordance with the requirements of the Danish Financial

Statement Act. We did not identify any material misstatement of the Management's review.

We communicate with those charged with governance regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

Our opinion on the financial statements does not cover the Management's review, and we do not express

any form of assurance conclusion thereon.

conclude on the appropriateness of Management's use of the going concern basis of accounting in

preparing the financial statements and, based on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may cast significant doubt on the Company's

ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditor's report to the related disclosures in the financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

obtained up to the date of our auditor's report. However, future events or conditions may cause the

Company to cease to continue as a going concern.

evaluate the overall presentation, structure and contents of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in

a manner that gives a true and fair view.

(DKK)

Note 2023 2022

Administrative expenses 1 -30,556 -27,500

Operating profit/loss -30,556 -27,500

Financial expenses 0 944

Profit/loss before tax -30,556 -28,444

Tax on profit/loss for the year 6,722 6,258

Profit/loss for the year -23,834 -22,187

Proposed distribution of net profit for the year:

Transferred to retained earnings -23,834 -22,187

Distribution, total -23,834 -22,187

Copenhagen, June 14, 2024

Income Statement for the Period 1 January – 31. December 2023

Statement of Financial Position at 31 December 2023

(DKK)

Note 2023 2022

Assets

Intercompany receivables 191,352 214,450

Income taxes, joint taxation 6,722 6,258

Receivables 198,074 220,708

Total current assets 198,074 220,708

Total assets 198,074 220,708

Statement of Financial Position at 31 December 2023

(DKK)

Note 2023 2022

Liabilities and equity

Share capital 100,001 100,001

Retained earnings etc. 69,373 93,207

Total equity 169,374 193,208

Other debt 28,700 27,500

Short-term liabilities other than provisions 28,700 27,500

Total liabilities 28,700 27,500

Total liabilities and equity 198,074 220,708

Contingent assets and liabilities etc. 2

Related parties disclosures 3

Statement of Changes in Equity

(DKK)

Share capital

Retained

earnings etc.

Total

Equity at 1 January 100,001 93,207 193,208

Proposed distribution of net profit 0 -23,834 -23,834

Equity at 31 December 100,001 69,373 169,374

Accounting policies

The accounting policies are unchanged compared to last year.

The Annual Report for 2023 is presented in DKK.

Recognition and measurement

Administrative expenses

Net financials

Copenhagen, June 14, 2024

Statement of financial position

Receivables

Current and deferred tax

Debt

Debt to credit institutes is measured at amortised cost including transaction cost.

Income statement

Administrative expenses include expenses related to administration of the company etc.

Financial income and financial expenses are recognised in the income statement with the amounts

related to the financial year. Financial income and financial expenses include interest receivable and

payable, exchange gains and losses on transactions denominated in foreign currencies etc.

Tax on results for the year which comprises current tax and changes in deferred tax is recognised in the

income statement with the portion of taxes related to the taxable income for the year whereas the

portion attributable to entries on equity is recognised directly in equity.

The Company is jointly taxed with the Danish companies in the AGC Inc Group. The Danish corporation

tax is allocated between the jointly taxed Danish companies with the portion of taxes related to their

taxable incomes (full allocation with refund regarding tax losses).

On initial recognition, assets and liabilities are recognised at cost. Subsequently, assets and liabilities

are measured as described below for each item.

The Annual Report for AGC Biologics Copenhagen ApS for 2023 has been prepared in accordance with

the provisions applying to reporting class B entities under the Danish Financial Statements Act with opt-

in from higher reporting classes.

Income is recognised in the income statement as earned. All expenses including

depreciation/amortisation and impairment losses are recognised in the income statement.

Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to

the Company and when the value of the asset can be measured reliably.

Liabilities are recognised in the balance sheet when it is probable that the future economic benefits will

flow out of the Company and when the measurement of the value of the liability is reliable.

Receivables are measured at amortised cost which usually equals nominal value. Provisions made for

bad debts reduce the value.

Current tax liabilities and current tax receivables are recognised in the statement of financial position as

tax calculated on the taxable income for the year adjusted for tax on previous years´ taxable income and

taxes paid on account.

Deferred tax is measured at temporary differences between the carrying amount and the tax base of

assets and liabilities measured on the basis of the planned use of the asset or settlement of the liability,

Foreign currency translation

Receivables, debt and other monetary items denominated in foreign currencies that have not been

settled at the balance sheet date are translated by applying the exchange rates at the balance sheet

date. Differences arising between the rate at the balance sheet date and the rate at the date of the

arising of the receivable or debt are recognised in the income statement under financial income and

expenses.

Transactions denominated in foreign currencies are translated at the exchange rates at the dates of

transaction. Exchange differences arising between the rate on the date of transaction and the rate on

the payment day are recognised in the income statement as financial income or expenses.

Notes

(DKK)

Note 1 - Staff costs

Note 2 - Contingent liabilities etc.

Note 3 - Related Parties Disclosure

The Company is jointly taxed with the Danish companies in the AGC Inc Group. The companies are jointly and

severally liable for tax on the consolidated taxable income.

The company has not had any employees during the period of 1 January - 31 December 2023 and therefore

no staff costs have been incurred

AGC Biologics Copenhagen ApS is recognized as investment in AGC Biologics A/S (Vandtårnsvej 83B, 2860

Søborg). Pursuant to section 112(1) of the Danish Financial Statements Act, no consolidated financial

statements have been prepared.

The Company is a part of the consolidated financial statement of AGC Inc. (1-5-1, Marunouchi, Chiyoda-ku,

Tokyo 100-8405 JAPAN, Code number 5201; TSE 1st section), which is both the smallest and the largest

group in which the Company is included as a subsiduary.

The financial statement of AGC Biologics A/S and the consolidated financial statement of AGC Inc. can be

obtained by contacting the compaies at the adresses above.