Aryzta AG

Investor Presentation • Mar 15, 2015

ARYZTA AG H1 Results, FY 2015

16 March 2015

This document contains forward looking statements which reflect management's current views and estimates.

The forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements. Potential risks and uncertainties include such factors as general economic conditions, foreign exchange fluctuations, competitive product and pricing pressures and regulatory developments.

Our Business

• International leader in speciality bakery and individually packaged ready-to-eat snacks

• Primary listing in Zurich and secondary listing in Dublin

• ARYZTA AG created in August 2008 by acquisition of IAWS GROUP plc (listed since 1989) and merger with Hiestand AG (listed since 1997)

• Reporting on fiscal half-year ending January 2015
• 1 See slide 38 for glossary definition of financial terms used in presentation.
• 2 All years shown in the presentation refer to financial years.

Origin Enterprises plc – 68.1% Holding

Six month period ended 31 January 2015

in EUR million	January 2015		% Change
Revenue	531.6		2.7%
Underlying fully diluted EPS1	5.80		(2.2)%
Market Cap2	1,089
Market Value of ARYZTA holding2	742

1 Origin January 2015 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 125,714,124 (January 2014: 134,296,257).

2 Based on a price of €8.70 per share as of the close on March 13.

• Resilient performance in line with expectations in seasonally weakest period (90% H2 weighted)
• Balance sheet strength unchanged with Net debt: EBITDA 1.74x
• Full year EPS guidance unchanged at 60c

Food Group H1 Strategic Focus – Revenue Repositioning

• Revenue increase of 17.2% entirely from acquisitions and currency
• Underlying revenue decline of (0.9)%
• More pronounced decline in North America of (5.8)% (8.4)% in Q2
• Negative impact on margin in North America of (50) bps
• Customer centric strategy is working and generating demand
• Focused on capacity optimisation and SKU rationalisation
• Will service growth from current assets and reduce investment capital
• Underlying revenue decline to continue through H2, but at a decreasing rate
• European revenue impact of disposals (€100)m annually, commencing in H2
• Focus on underlying revenue growth with higher returns and more free cash
• Guiding growth in underlying fully diluted EPS for FY 2015 at the lower end of 7%–12% range

Financial and Business Review

	Food Group		Origin	Total Group
Revenue	17.2% 		2.7%	13.6% 
EBITA	15.8% 		2.4%	15.5% 
Underlying fully diluted net profit	 6.9%		(8.4)%	 6.6%

• ARYZTA Group underlying fully diluted net profit increased by 6.6% to EUR 144.5m
• ARYZTA Group underlying fully diluted EPS increased by 5.9% to 161.4c
• Food Group invested EUR 172.1m in the period in capital investment
• Food Group Net Debt: EBITDA (syndicated bank loan) is 2.49x

in EUR '000	January 2015	January 2014	% Change
Group revenue	2,389,469	2,102,800	13.6%
EBITA	228,954	198,254	15.5%
EBITA margin	9.6%	9.4%
Associates and JVs, net	5,730	6,693
EBITA incl. associates and JVs	234,684	204,947	14.5%
Finance cost, net	(44,131)	(26,005)
Hybrid instrument accrued dividend	(14,359)	(14,258)
Pre-tax profits	176,194	164,684
Income tax expense	(28,199)	(25,193)
Non-controlling interests1	(3,468)	(3,913)
Underlying fully diluted net profit	144,527	135,578	6.6%
Underlying fully diluted EPS (cent)2	161.4c	152.4c	5.9%

1 The ARYZTA Group Income Statement includes Origin 100 % consolidated, as required by IFRS. Origin's non-controlling shareholder's 31.9 % allocation is then eliminated through non-controlling interests within the ARYZTA Group Income statement, along with an additional non-controlling interest in a Food Group subsidiary, when calculating underlying fully diluted net profit.

2 ARYZTA January 2015 weighted average number of ordinary shares used to calculate diluted earnings per share is 89,553,157 (January 2014: 88,951,383).

ARYZTA Group – Underlying Revenue Growth Six month period ended 31 January 2015

	Food	Food North	Food Rest	Total		Total
in EUR million	Europe	America	of World	Food Group	Origin	Group
Group revenue	805.1	937.2	115.6	1,857.9	531.6	2,389.5
Underlying growth	2.4%	(5.8)%	7.1%	(0.9)%	(5.4)%	(1.5)%
Acquisitions, net	1.7%	29.6%	–	14.1%	3.4%	11.4%
Currency	1.3%	7.3%	1.4%	4.0%	4.7%	3.7%
Revenue Growth	5.4%	31.1%	8.5%	17.2%	2.7%	13.6%

Food Europe 3.1% Food North America (3.2)% Food Rest of World 6.1%	H1 2015	Q2 2015	Q1 2015
	2.4%	1.7%
	(5.8)%	(8.4)%
	7.1%	8.1%
Total Food Group 0.5%	(0.9)%	(2.4)%

Total Food Group	1.8%	0.3%	1.1%	3.7%	2.6%	2.1%
Food Rest of World	8.9%	2.9%	5.9%	7.4%	12.6%	7.9%
Food North America	1.7%	(2.1)%	(0.2)%	2.7%	2.7%	1.3%
Food Europe	0.7%	2.6%	1.7%	4.1%	1.2%	2.1%
	Q1 2014	Q2 2014	H1 2014	Q3 2014	Q4 2014	FY 2014

in EUR '000	January 2015	January 2014	% Change
Food Group
Food Europe	98,635	92,097	7.1%
Food North America	112,974	89,899	25.7%
Food Rest of World	13,235	12,246	8.1%
Total Food Group	224,844	194,242	15.8%
Origin	4,110	4,012	2.4%
Total Group EBITA	228,954	198,254	15.5%
Associates & JV, net
Food JV	(554)	–	(100.0)%
Origin associates & JV	6,284	6,693	(6.1)%
Total associates & JVs, net	5,730	6,693	(14.4)%
Total EBITA incl. associates and JVs	234,684	204,947	14.5%

in EUR '000	January 2015	January 2014	% Change
Revenue	1,857,870	1,585,194	17.2%
EBITA	224,844	194,242	15.8%
EBITA margin	12.1%	12.3%	–
JV	(554)	–	–
EBITA incl. JV	224,290	194,242	15.5%
Finance cost, net	(41,342)	(23,631)	–
Hybrid instrument accrued dividend	(14,359)	(14,258)	–
Pre-tax profits	168,589	156,353	–
Income tax	(27,890)	(24,824)	–
Non-controlling interests	(2,386)	(2,125)	–
Underlying net profit	138,313	129,404	6.9%

Food Group – Cash Generation

Six month period ended 31 January 2015

in EUR '000	January 2015	January 2014
EBIT	140,420	134,701
Amortisation	84,424	59,541
EBITA	224,844	194,242
Depreciation and ERP amortisation	64,990	46,422
EBITDA	289,834	240,664
Working capital movement	(40,319)	(10,768)
Working capital movement from debtor securitisation	90,699	(1,494)
Maintenance capital expenditure	(46,637)	(22,867)
Dividends received from Origin	17,056	16,388
Hybrid dividend paid1	(16,815)	(16,221)
Interest and income tax paid	(54,397)	(41,436)
Other non-cash income	(1,533)	(386)
Cash flows generated from activities	237,888	163,880
Investment capital expenditure2	(172,095)	(122,892)
Cash flows generated from activities after investment capital expenditure	65,793	40,988
Underlying net profit	138,313	129,404

1 Hybrid dividends paid have been reclassified and included within Cash generated from activities. This reclassification was made to apply consistent treatment between these cash payments and the associated Hybrid instrument accrued dividend, which is included as an expense within the Group and Food Group underlying income statements.

2 Includes expenditure on intangible assets.

in EUR '000	January 2015	January 2014
Food Group opening net debt as at 1 August	(1,642,079)1	(849,228)
Cash flows generated from activities	237,888	163,880
Hybrid instrument proceeds, net of repayment and issuance costs	69,334	–
Origin tender offer proceeds	–	71,789
Net debt cost of acquisitions	–	(83,712)
Acquisition and restructuring-related cash flows	(39,705)	(33,388)
Investment capital expenditure2	(172,095)	(122,892)
Contingent consideration	(3,280)	(777)
Dividends paid	(4,330)	(3,248)
Foreign exchange movement3	(305,292)	15,766
Other4	(1,740)	1,472
Food Group closing net debt as at 31 January	(1,861,299)	(840,338)1

1 The movement in the Food Group closing net debt position from 31 January 2014 to 1 August 2014 relates primarily to the funding of €779.1m of acquisitions during that period, including the acquisitions of Pineridge and Cloverhill.

2 Includes expenditure on intangible assets.

3 Foreign exchange movement for the period ended 31 January 2015 primarily attributable to the fluctuation in the US Dollar to euro rate from July 2014 (1.3430) to January 2015 (1.1358) and in the Swiss Franc to euro rate from July 2014 (1.2169) to January 2015 (1.0519).

4 Other comprises primarily proceeds on disposal of property, plant and equipment and amortisation of financing costs.

Food Group – Financing as at 31 January 2015

Excluding Origin – non-recourse financing facilities

Debt Financing

• Net Debt of EUR 1,861.3m
• Weighted average maturity of 4.97 years1
• Weighted average interest cost of 3.83%1
• Interest cover of 8.38x (hybrid as equity)
• Intend to maintain investment grade credit position
• Optimum leverage position in the range of 2x-3x Net Debt: EBITDA

Hybrid Financing

• Total hybrid instruments outstanding of CHF 590m and EUR 250m (total EUR 811m)
• Interest cover of 6.12x (hybrid as debt)

	January 2015
Net Debt: EBITDA2 (hybrid as equity)	2.77x
Net Debt: EBITDA2 (hybrid as debt)	3.97x
Net Debt: EBITDA3 (syndicated bank loan)	2.49x

• 1 Incorporating the drawn amount on Revolving Credit Facility of €795.8m and excluding hybrid instrument.
• 2 Calculated based on the Food Group EBITDA for the 12 month period, including dividend received from Origin, adjusted for the pro forma full-year contribution of Food Group acquisitions.
• 3 Calculated based on the terms of the Food Group syndicated bank loan revolving credit facility.

in EUR '000	Food Group Integration Investments
Acquisition, disposal and restructuring-related costs	Cash		Total integration	Non-cash	Total
Period ended 31 January 2015	20,002	–	20,002	18,722	38,724
Investment capital expenditure		Optimisation related & ERP	Total integration	Expansion related	Total
Period ended 31 January 2015	–	30,524	30,524	141,571	172,095
Total integration investment	20,002	30,524	50,526
Estimated integration investment			70,000

Food Europe – Well Invested to Capture In-Store Bakery Growth

• European GDP is 1.3%
• European Bakeries outperformed Food Solutions in underlying growth
• Consumer polarisation continues
• European performance well invested and positioned to benefit from these trends
• Commencing in H2, annualised revenue loss of approximately €100m due to creation of a joint venture
• Cash non-recurring costs of €9.8m
• ERP roll-out and additional functionality of €20.0m
• Expansion-related capital investment of €82.6m

1 Allocations based on revenue for the year ended July 2014.

Food North America – Temporary Capacity Optimisation Impact

• North American GDP accelerating at 2.2%
• Market polarisation and consumers switching channels
• Capacity optimisation strategy temporarily impacted H1 performance, reflects timing issues of replacement volume
• Growth investment capital requirement reduced
• Good progress on cross selling with key customers
• Cash non-recurring costs of €8.0m
• ERP system roll-out investment of €10.6m
• Expansion-related capital investment of €57.5m

1 Allocations based on revenue for the year ended July 2014.

Food Rest of World – Improved Performance on Capacity Growth

• GDP growth of >6% supporting growth
• New capacity commissioning also facilitating growth performance
• Focused channel and geographic diversification continues

1 Allocations based on revenue for the year ended July 2014.

in EUR million	July 2010	July 2011	July 2012	July 2013	July 2014	Total/CAGR1
Revenue	1,679.4	2,577.4	2,867.6	3,085.5	3,393.8	14.7%
EBITDA	268.1	408.8	465.2	500.4	589.2	17.8%
Underlying Net Profit	157.7	218.1	246.6	268.4	324.6	16.8%
ARYZTA AG underlying fully diluted EPS (cent)1	244.0	310.1	337.5	360.3	422.2	12.5%
Cash generated from activities	251.0	271.9	298.6	352.8	456.5	1,630.8
Investment capital expenditure	(46.5)	(51.5)	(89.4)	(172.5)	(276.8)	(636.7)
Cash generated from activities after investment capital expenditure	204.5	220.4	209.2	180.3	179.7	994.1
Investment cost of acquisitions	(860.3)	(317.7)	(101.0)	(311.6)	(862.8)	(2,453.4)
Net debt as at 31 July	(1,115.6)	(955.5)	(976.3)	(849.2)	(1,642.1)
Hybrid funding as at 31 July2	–	(348.9)	(333.0)	(648.4)	(657.4)
Total Net Debt and Hybrid as at 31 July	(1,115.6)	(1,304.4)	(1,309.3)	(1,497.6)	(2,299.5)
Net Debt: EBITDA3 calculations as at July 31
Net Debt: EBITDA3 (hybrid as equity)	2.86x	2.24x	2.05x	1.57x	2.45x
Net Debt: EBITDA3 (hybrid as debt)	–	3.06x	2.75x	2.77x	3.43x
Market value of ARYZTA's holding in Origin	245.0	351.4	346.6	570.1	712.2

1 CAGR is calculated for the five-year period from FY2009.

2 Hybrid funding is shown based on 31 July spot rates and before associated issuance costs.

3 Food Group debt covenant EBITDA is adjusted for the pro forma full-year contribution of Food Group acquisitions and Origin and JV dividends received.

• Capacity optimisation strategy supportive of:
• Increased utilisation rates
• Lower investment capex
• Higher free cash
• Higher sustainable margins and ROIC
• Weak underlying revenue growth, combined with favourable currency translation, suggests underlying fully diluted EPS at the lower end of our 7% – 12% guidance

Estimates1
Depreciation p.a.	€125 – 140m
Amortisation p.a.	€135 – 150m
Finance costs (including Hybrid financing) p.a.	€100 – 115m
Effective tax rate	17% – 20%
Maintenance capex p.a.	€65 – 85m
Dividend pay-out of underlying EPS p.a.	15%
Investment grade status	maintain
ROIC target on invested capital	15% within 3–5 years

1 Metrics as provided in September 2014, not yet reflecting impacts of foreign exchange movements since that time.

Appendix 1 – Origin Financials

in EUR '000	January 2015	January 2014	% Change
Revenue	531,599	517,606	2.7%
EBITA	4,110	4,012	2.4%
EBITA margin	0.8%	0.8%
Associates and JV, net	6,284	6,693	(6.1)%
EBITA incl. associates and JV	10,394	10,705	(2.9)%
Finance costs, net	(2,789)	(2,374)
Pre-tax profits	7,605	8,331
Income tax expense	(309)	(369)
Underlying net profit	7,296	7,962	(8.4)%
Underlying fully diluted EPS (cent)1	5.80c	5.93c	(2.2)%

1 Origin January 2015 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 125,714,124 (January 2014: 134,296,257).

Origin – Underlying Net Profit Rec. Six month period ended 31 January 2015

in EUR '000	January 2015	January 2014
Reported net profit	2,048	3,353
Intangible amortisation	3,492	2,859
Tax on amortisation	(561)	(509)
Share of associate intangible amortisation, net of tax	1,038	–
Net acquisition, disposal and restructuring-related costs	1,354	2,409
Tax on net acquisition, disposal and restructuring-related costs	(75)	(150)
Underlying net profit	7,296	7,962
Underlying fully diluted EPS cent1	5.80c	5.93c

¹ Origin January 2015 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 125,714,124 (January 2014: 134,296,257).

Appendix 2 – Other Financial Information and Presentation Glossary

in EUR '000	January 2015	January 2014
Reported net profit	57,603	40,582
Intangible amortisation	87,916	62,400
Tax on amortisation	(18,480)	(14,537)
Share of associate intangible amortisation, net of tax	1,038	–
Hybrid instrument accrued dividend	(14,359)	(14,258)
Net acquisition, disposal and restructuring-related costs	40,078	70,503
Tax on asset write-down and costs arising on integration	(8,840)	(8,392)
Non-controlling interest portion of acquisition, disposal and
restructuring-related costs	(407)	(720)
Underlying net profit	144,549	135,578
Dilutive impact of Origin management incentives	(22)	–
Underlying fully diluted net profit	144,527	135,578
Underlying fully diluted EPS cent1	161.4c	152.4c

1 ARYZTA January 2015 weighted average number of ordinary shares used to calculate diluted earnings per share is 89,553,157 (January 2014: 88,951,383).

in EUR '000	January 2015	January 2014
Reported net profit1	56,208	38,297
Intangible amortisation	84,424	59,541
Tax on amortisation	(17,919)	(14,028)
Hybrid instrument accrued dividend	(14,359)	(14,258)
Net acquisition, disposal and restructuring-related costs	38,724	68,094
Tax on asset write-down and costs arising on integration	(8,765)	(8,242)
Underlying net profit	138,313	129,404

1 Food Group reported net profit excludes dividend income of €17,056,000 (January 2014: €16,388,000) from Origin

ARYZTA AG Balance Sheet as at 31 January 2015

in EUR '000	As at January 2015	As at July 2014
Property, plant and equipment	1,542,685	1,374,010
Investment properties	32,271	30,716
Goodwill and intangible assets	3,942,771	3,690,597
Deferred tax on acquired intangibles	(259,532)	(255,639)
Associates and joint venture	91,835	54,911
Other financial assets	70,530	42,586
Working capital	(217,024)	(197,394)
Other segmental liabilities	(148,576)	(122,708)
Segmental net assets	5,054,960	4,617,079
Net debt	(2,022,503)	(1,653,991)
Deferred tax, net	(112,177)	(105,799)
Income tax	(59,204)	(60,152)
Derivative financial instruments	(22,991)	(5,680)
Net assets	2,838,085	2,791,457

Food Group Balance Sheet as at 31 January 2015

in EUR '000	As at January 2015	As at July 2014
Property, plant and equipment	1,448,055	1,283,584
Investment properties	24,696	23,141
Goodwill and intangible assets	3,786,566	3,539,225
Deferred tax on acquired intangibles	(250,244)	(246,717)
Joint venture	31,302	–
Other financial assets	26,852	–
Working capital	(285,635)	(149,277)
Other segmental liabilities	(105,832)	(93,481)
Segmental net assets	4,675,760	4,356,475
Investment in and receivable from Origin	46,526	46,515
Net debt	(1,861,299)	(1,642,079)
Deferred tax, net	(111,721)	(102,102)
Income tax	(41,543)	(41,019)
Derivative financial instruments	(22,244)	(4,465)
Net assets	2,685,479	2,613,325

Food Group – Financing Excluding Origin – non-recourse financing facilities

Debt Funding	Principal	Maturity
Feb 2014 – Syndicated Bank Loan	USD 600m	Feb 2019
Feb 2014 – Syndicated Bank Loan	CAD 195m	Feb 2019
Feb 2014 – Syndicated Bank Loan	GBP 100m	Feb 2019
Feb 2014 – US Private Placement	USD 490m /EUR 25m	Feb 2020–Feb 2024
May 2010 – US Private Placement	USD 350m /EUR 25m	May 2016–May 2022
Dec 2009 – US Private Placement	USD 200m	Dec 2021–Dec 2029
Nov 2009 – Swiss Bond	CHF 200m	Mar 2015
Jun 2007 – US Private Placement	USD 300m	Jun 2017–Jun 2019
Hybrid Funding
Nov 2014 – Perpetual callable subordinated instrument	EUR 250m	No maturity – First call date March 2019
Oct 2014 – Perpetual callable subordinated instrument	CHF 190m	No maturity – First call date April 2020
April 2013 – Perpetual callable subordinated instrument	CHF 400m	No maturity – First call date April 2018

Food Group – Gross Term Debt Maturity Profile

Food Group Gross Term Debt Maturity Profile (excluding hybrid)¹

• 1 The Food Group term debt maturity profile is set out as at 31 January 2015. Food Group gross term debt at 31 January 2015 is €2,215.7m. Food Group net debt at 31 January 2015 is €1,861.3m, which also includes overdrafts and finance leases, and is net of cash and related capitalised upfront borrowing costs.
• 2 Incorporating the drawn amount on the Revolving Credit Facility of €795.8m as at 31 January 2015, which represents 36% of the Food Group gross term debt.

	Food	Food North	Food Rest	Total		ARYZTA
in EUR million	Europe	America	of World	Food Group	Origin3	Group3
31 January 2015
Group share net assets1	1,875	2,571	230	4,676	443	5,119
EBITA incl. associates and JVs1	239	255	26	520	93	613
ROIC	12.7%2	9.9%2	11.5%	11.1%	20.9%	12.0%
31 July 2014
Group share net assets1	1,811	2,303	243	4,357	432	4,789
EBITA incl. associates and JVs1	237	261	26	524	93	617
ROIC	13.1%	11.3%	10.6%	12.0%	21.5%	12.9%

1 See glossary in page 38 for definitions of financial terms and references used.

2 Re-translating January 2015 pro forma EBITA and JV contribution at closing foreign exchange rates would result in an ROIC of 13.2% for Food Europe and 10.9% for Food North America.

3 Origin net assets adjusted for the put option liability and fluctuation in average working capital by €63.6m (July 2014: €171.8m).

4 The Food Group WACC on a pre-tax basis is currently 7.4% (July 2014: 7.0%).

33 © ARYZTA, March 2015

Food Group – Underlying Revenue Growth Channel and geographic rebalancing

in EUR million	July 2010	July 2011	July 2012	July 2013	July 2014	Five Year Total
EBIT	160.3	235.8	275.0	300.1	362.5	1,333.7
Amortisation	47.4	86.5	99.8	106.6	123.8	464.1
EBITA	207.7	322.3	374.8	406.7	486.3	1,797.8
Depreciation	60.4	86.5	90.4	93.7	102.9	433.9
EBITDA	268.1	408.8	465.2	500.4	589.2	2,231.7
Working capital movement	24.8	(13.0)	(19.3)	(11.2)	46.6	27.9
Maintenance capital expenditure	(10.3)	(39.3)	(46.2)	(43.7)	(60.0)	(199.5)
Dividends received	24.2	13.1	11.2	14.3	16.4	79.2
Hybrid dividend paid	–	–	(16.3)	(16.6)	(29.4)	(62.3)
Interest and income tax paid	(54.2)	(101.9)	(97.7)	(91.0)	(103.4)	(448.2)
Other non-cash (income)/ charges	(1.6)	4.2	1.7	0.6	(2.9)	2.0
Cash flows generated from activities	251.0	271.9	298.6	352.8	456.5	1,630.8
Investment capital expenditure	(46.5)	(51.5)	(89.4)	(172.5)	(276.8)	(636.7)
Cash flows generated from activities after investment capital expenditure	204.5	220.4	209.2	180.3	179.7	994.1
Underlying net profit	157.7	218.1	246.6	268.4	324.6	1,215.4
Depreciation	60.4	86.5	90.4	93.7	102.9	433.9
	218.1	304.6	337.0	362.1	427.5	1,649.3
Underlying net profit conversion to cash	115.1%	89.3%	88.6%	97.4%	106.8%	98.9%

in EUR million	July 2010	July 2011	July 2012	July 2013	July 2014	Five Year Total
Food Group opening net debt as at 1 August	(505.5)	(1,115.6)	(955.5)	(976.3)	(849.2)	(505.5)
Cash flows generated from activities	251.0	271.9	298.6	352.8	456.5	1,630.8
Hybrid instrument proceeds	–	285.0	–	319.4	–	604.4
Origin Tender offer proceeds	–	–	–	–	71.8	71.8
Cost of acquisitions	(860.3)	(317.7)	(101.0)	(311.6)	(862.8)	(2,453.4)
Share placement	115.0	–	140.9	–	–	255.9
Acquisition and restructuring-related cash flows	–	(31.8)	(88.6)	(86.5)	(105.6)	(312.5)
Investment capital expenditure	(46.5)	(51.5)	(89.4)	(172.5)	(276.8)	(636.7)
Contingent consideration	(2.1)	(12.9)	(7.2)	(0.2)	(4.2)	(26.6)
Dividends paid	(30.6)	(32.9)	(43.7)	(46.0)	(51.2)	(204.4)
Foreign exchange movement	(33.1)	51.1	(139.2)	62.0	(22.7)	(81.9)
Other	(3.5)	(1.1)	8.8	9.7	2.1	16.0
Food Group closing net debt as at 31 July	(1,115.6)	(955.5)	(976.3)	(849.2)	(1,642.1)	(1,642.1)
Net Debt: EBITDA1 calculations as at 31 July
TTM EBITDA	366.3	418.0	465.2	527.0	654.9	2,431.4
Dividends from Origin and JVs	24.2	8.6	10.4	14.3	16.4	73.9
EBITDA for covenant purposes	390.5	426.6	475.6	541.3	671.3	2,505.3

1 Calculated based on the Food Group EBITDA, including dividend received from Origin and JVs, adjusted for the pro forma full-year contribution of Food Group acquisitions.

Closing Rates	January 2015	July 2014	% Change
Swiss Franc	1.0519	1.2169	13.6%
US Dollar	1.1358	1.3430	15.4%
Canadian Dollar	1.4476	1.4611	0.9%
Sterling	0.7528	0.7933	5.1%
Average Rates	January 2015	January 2014	% Change
Swiss Franc	1.1894	1.2314	3.4%
US Dollar	1.2548	1.3510	7.1%
Canadian Dollar	1.4226	1.4191	(0.2)%

Presentation Glossary

• 'Associates and JVs, net' presented as profit from associates and JVs, net of taxes and interest, before non-ERP amortisation and the impact of associated non-recurring items.
• 'EBITA' presented as earnings before interest, taxation, non-ERP related intangible amortisation; before net acquisition, disposal and restructuring-related costs and related tax credits.
• 'EBITDA' presented as earnings before interest, taxation, depreciation and amortisation; before net acquisition, disposal and restructuring-related costs and related tax credits.
• 'ERP' Enterprise Resource Planning intangible assets include the Food Group SAP and Origin Microsoft Dynamics AX software systems.
• 'Hybrid instrument' presented as Perpetual Callable Subordinated Instrument in the Financial Statements.
• 'Net Assets' Based on segmental net assets, which excludes all bank debt, cash and cash equivalents and tax balances, with the exception of deferred tax liabilities associated with intangible assets, as those deferred tax liabilities represent a notional non-cash tax impact directly linked to segmental intangible assets recorded as part of a business combination, rather than an actual cash tax obligation.
• 'Non-controlling interests' presented after the dilutive impact of related subsidiaries' management incentives.
• 'Return On Invested Capital' calculated using pro-forma trailing twelve months segmental EBITA and Profit from associates and JVs ('TTM EBITA') reflecting the full twelve months contribution from acquisitions and a corresponding deduction for disposals, divided by the respective Net Assets as of the end of the period.
• 'Underlying earnings' presented as reported net profit adjusted to include the Hybrid instrument accrued dividend as finance cost; before non-ERP related intangible amortisation; before net acquisition, disposal and restructuring-related costs and before any non-controlling interest allocation of those adjustments, net of related tax impacts.

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