Luxembourg courts dismiss shareholder claims in Kernel ownership battle

Luxembourg courts have twice in one week scrapped claims by a handful of shareholders now running out of legal arguments that the founder of Ukrainian agri-business company Kernel Holding unfairly consolidated power and diminished their investment.

The Court of Appeal last week rejected the small shareholders’ claim that Kernel’s board unlawfully decided in August 2023 to add millions of new shares in the company, Kernel said in a statement. A shareholder who has spoken for the group and their lawyers did not respond to questions from the Luxembourg Times.

The challenged Kernel board meeting resulted in the new shares being sold for €0.28 each exclusively to selected, existing investors, leaving entities controlled by Kernel founder Andrii Verevskyi owning 95% of the company, the isolated shareholders claimed.

Kernel’s $3.8 billion (€3.27 billion) in grain and oilseed exports accounted for nearly one-tenth of Ukraine’s exported goods last year. It employed three people in Luxembourg last year, according to annual accounts filed in December.

Following an appeals court ruling in a related case the previous week, Kernel has now won four verdicts by Luxembourg judges. According to Luxembourg’s financial regulator CSSF, the eight minority shareholders had filed a total of five legal cases in the Grand Duchy, where Kernel is officially headquartered.

The shareholder group spokesman and their lawyers did not respond regarding how many of the five legal cases brought in Luxembourg it continues pursuing, or on the current status of the fifth case.

“The company will continue to defend itself vigorously against all remaining unfounded claims,” Kernel said in a statement.

Minority shareholders in the Ukrainian grain company are likely to lose their legal challenges in all five Luxembourg cases against being pushed out of the business – although it might take years – and so could be pressured to sell out for what KPMG calculates is a fair price, outside lawyers said in a legal opinion commissioned by the CSSF. The lawyers were paid by the Verevskyi ownership entity, Namsen.

The Kernel board created and sold new shares in the company in 2023 after demands by creditors before restructuring loans to keep it afloat after Russia invaded the country February 2022, the company said. Selling the new shares raised $60 million (€52 million) and satisfied creditors, the company said.

Verevskyi had previously owned 36% of Kernel. Four months before the contested board meeting, Verevskyi’s Namsen offered to buy shares traded on the Warsaw Stock Exchange at about €4.25 per share, less than a third of its value before Russia’s invasion.

Kernel generated profit of $119 million (€103 million) on revenues of $1.9 billion (€1.6 billion) during the second half of 2025, the company reported earlier this month.

War-related losses topped $3.2 million (€2.76 million) during the period in which Kernel finished rebuilding its shipping terminal south of Odessa that was damaged by a Russian missile strike in August 2023, the company said.

“The Group’s operations are significantly affected by the ongoing military invasion of Ukraine and the magnitude of further developments or the timing of the cessation of these circumstances,” PwC Luxembourg auditors said in October. The conditions “indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern.”