OT Logistics S.A.

Quarterly Report • Jun 30, 2013

HALF-YEAR FINANCIAL STATEMENTS

30 JUNE 2013

HALF-YEAR FINANCIAL STATEMENTS CONTENTS

Pages

I - ACTIVITY REPORT OF THE 1RST HALF-YEAR 2013
II - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 14
III - CERTIFICATION BY THE OFFICER RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT
IV - EXTERNAL AUDITORS' REPORT ON THE HALF-YEAR FINANCIAL INFORMATION

I - ACTIVITY REPORT OF THE 1RST HALF-YEAR 2013

I-CONSOLIDATED RESULTS TO 30 JUNE 2013

1.1 - Consolidated income statement

		Actual 30 june	Restated 30 june	Actual 30 June	Variation
K €uros		2012	2012	2013	R13/R12
			incl IAS 19
REVENUES		1933998	1933998	1932120	$-0,1%$
EBITDA		118 088	118 088	112 077	$-5,1%$
	as a % of revenue	6.1%	6,1%	5,8%
Underlying Operating Result		62 396	62 087	59 585	$-4,0%$
	as a % of revenue	3,2%	3,2%	3,1%
EBITA		64 260	63 951	55 096	$-14%$
	as a % of revenue	3,3%	3,3%	2,9%
Amortisation of customer relations Goodwill impairment		$-3184$	$-3184$	$-3166$
EBIT (Operating Result)		61 076	60 767	51 930	$-15%$
	as a % of revenue	3,2%	3,1%	2,7%
FINANCIAL RESULT		$-12261$	$-15221$	$-12292$	$-19%$
Income before Tax and shares of Associates		48 815	45 546	39 638	$-13%$
	as a % of revenue	2,5%	2,4%	2,1%
Income tax CVAE (partial replacement of taxe		$-11273$	$-10532$	$-8181$
professionnelle)		$-7158$	$-7158$	$-6560$
Share of Associates		$-14$	$-14$	$-39$
Monority interest		$-483$	$-483$	$-348$
NET INCOME, GROUP SHARE		29 887	27 359	24 510	$-10%$
	as a % of revenue	1,5%	1,4%	1,3%

The table above presents a comparison between the aggregates of the consolidated income statement for the $1^st$ six months of 2013 and the figures for the $1^st$ six months of 2012 as published, on the one hand, and as "restated" in order to integrate retrospectively the coming into force of the standard IAS 19 relating to Employee benefits;

HALF YEAR 1 en M€	To June 2013	To June 2012	Variation	Variation %	To june 2012 at FX 2013	FX variance	Organic growth (without FX & without périmeter change)
TRANSPORT	1 010	1 041	-31	-3,0%	1 033	-0,7%	-2,4%
LOGISTIQUE	897	862	35	4,0%	850	-1,5%	2,5%
OVERSEAS	64	68	-4	-6,2%	68	-0,4%	-14,2%
CA INTER DIVISION + DAGENHAM	-38	-37	-1	4,0%	-36	-2,1%	-8,0%
Total GROUP	1 932	1 934	-2	-0,1%	1 914	-1,0%	-0,5%

million euros. This amount for customer amortisation is comparable to that for the first half of $2012.$

The financial result for the first half of 2013 is a cost of 12.3 million euros and a clear fall from the restated figure for the first half of 2012 (-15.2 million euros). The decrease in the financial result is almost entirely explained by the reduction in the expense net of interest, a consequence of the continuing low interest rate, a fall in the cost of rate swaps, and finally a decrease in the net indebtedness level. For the 1^st half of 2012, the financial result was restated to take account of the first application in 2013 of standard revised IAS 19. Because of this, the financial result for the first half of 2013 changed from -12.3 million euros to -15.2 million euros. This is the consequence of the alignment of principle between the expected return on assets and the discount rate used to update the liabilities of the various pension funds.

The calculated corporate tax burden is lower in the first half of 2013, at -8.2 million euros (against -10.5 million euros in the first half of 2012).

Given a CVAE level (corporate added value contribution) (classed as a tax on profits in the consolidated income statement) of -6.6 million euros, and shares in the profits of minority interests of 348k euros, the group's net profit share stands at 24.5 million euros for the $1^{st}$ half of 2013. This net result is $\overline{3}$ million euros (i.e. -10%) lower than the restated net result for the 1^st half of 2012 due to the decrease in the operating result partially offset by the reduction in the financial burden and the tax burden.

The Net Result for the first half year is 1.3% of sales.

1.2 - Consolidated balance sheet

At 30 June 2013, shareholders' equity (including minority interests) stood at 543 million euros. This shareholders' equity is lower than the 575 million euros published on 31 December 2012. This fall, surprising at the end of a profitable six months, is explained in reality by the following movements:

• The impact of the standard revised IAS 19 which is reflected by a fall in the net situation of -53.9 million euros at the start of 01 January 2013.
• The reduction in the net deficit of the British pension funds creates a revaluation of the net situation for the first half-year of $2013$ of $+17.5$ million euros.
• The net profit achieved for the $1^st$ half of 2013 is 24.5 million euros.
• The dividends paid to shareholders for 2012 represent -14.4 million euros.
• The conversion differences, principally associated with the devaluation of the pound against the euro, stand at -8.3 million euros.
• Finally, the revaluation of interest rate and currency swaps represents +7.5 million euros for the period.
• The rest of the impact on the net situation relates mainly to the deferred tax on these movements.

Total non-current assets fell between 31 December 2012 (restated by the IAS 19) and 30 June 2013 from 1.325 million euros to 1.316 million euros, in spite of the rise in goodwill in the balance sheet $(+25$ million euros), offset by -16 million euros foreign exchange effects on goodwill and customer relationships.

Tangible fixed assets fell by 18 million euros in the balance sheet during the first half of 2013, including 9 million euros explained by exchange rate differences. This development reflects the weakness of capex during this half-year, marked by a lack of economic visibility and a downsizing of the vehicle and trailer fleet operated by the Transport Division.

The Working Capital Requirement (WCR) at 30 June 2013 stood at $43.5$ million euros; it is substantially and up on the figure for 30 June 2012 (62.7 million euros). This reflects a finance requirement contrary to the situation at 31 December 2012 when the working capital resource stood at 36.8 million euros. This year as in previous years the Working Capital proved to be very cyclical within the group.

The recovery of customer receivables is well managed despite an unfavourable environment.

The average customer payment period (DSO) stands at 57.8 days, compared with 56 days at 30 June 2012 despite a far more unfavourable calendar, as 29 and 30 June 2013 were not working days.

The average supplier payment period (DPO) for its part is practically unchanged from that of the same period last year: 71.1 days against 71.3 days.

For the same reasons of seasonality and despite the Fiege business in Italy, Spain and Portugal which prompted us to pay out the rate of acquisition at the end of May 2013, net borrowings stood at 566 million euros at 30 June 2013. These net financial borrowings remain well below the figure for 30 June 2012 (697 million euros).

This fall of more than 130 million euros over the past 12 months is significant. In addition to pursuing the production of a large cash flow level, this fall is also boosted by the transfer of the carry-back credit and the sale of the Dagenham business, both of which occurred in the $2^nd$ half of 2012.

This net debt is less than budgeted due to the good management of the WCR and a lower than budgeted investment level. In addition, the fall in the pound sterling against the euro is reflected by an additional reduction of this debt of more than 16 million euros. Restated for these items, the free cash flow produced over the 12 months stands at 119 million euros.

This level of indebtedness allowed the group to achieve, at 30 June 2013, a leverage ratio level of 2.36, a higher ratio than that at $31$ December 2012 (1.996) due to the budgeted relative weakness of the EBITDA in this first half-year. Finally, this ratio is currently penalised by the recent acquisition of businesses from Fiege, with the corresponding borrowings not being offset by an additional EBITDA level.

Provisions (long-term and short-term) stood at 151 million euros at 30 June 2013. This figure should be compared to 169 million euros at 31 December 2012 (restated for the impact of revised IAS 19). These provisions have not shown any individually significant movement during the period. The fall in the amount thus reflects the fact that some disputes and risks were cleared in the period without new provisions for additional major risks. Moreover, the reduction over the six months of the British pension fund deficits has played a part in this fall.

1.3 - Cash flow statement

The cash flow generated by operations was $+9.9$ million euros for the first half of 2013. This flow is well above budget for the period. This addition is explained on the one hand by the above-budget result due to the inclusion of the CICE, and on the other by a more limited operational WCR variation than budgeted.

Compared with the first six months of last year, this flow is 12 million euros lower due mainly to a lower result (-5 million euros), and a more negative operational WCR variation than last year (-67 million euros).

Cash movements on investment activities are -70 million euros for the period, comprising a flow linked to the external growth from Fiege at 31 million euros, and classic capex at 38.5 million euros. This net capex level is lower than the flow in the $1^st$ half of 2012 (65.9 million euros). The weakness of this flow reflects, over the period, a net disinvestment in the transport fleet, and investment timing changes by the Logistics Division in the $2^nd$ part of the year.

Finally, cash movements on financing activities were $+16.9$ million euros. The group utilised far less finance in the 1^st half of 2013 than budgeted due to the low level of investment.

In total, the cash flow variation (including currency) stands at -44 million euros during the first half of 2013. The group's net cash flow was 202.7 million euros at $30/06/2013$ as against 247 million euros at the end of 2012. This level of cash flow protects the group from any liquidity problems in the forthcoming months despite the external growth projets (Fiege, Daher etc.), financed without additional indebtedness.

1.4 - Ratios and bank covenants

In general, the group's prudential ratios (gearing ratio, interest cover and leverage ratio) deteriorated slightly to 30 June 2013 compared to 31 December 2012. This is the result of a seasonality effect which adversely affects the WCR and thus the borrowings to this date, and also the relative weakness of the operating results at the start of the year.

The impact of revised IAS 19 on the net consolidated position and to a lesser extent on the financial result and the EBITA are restated in the context of the calculation of bank covenants. The group does not anticipate any difficulty in honouring its bank covenants at the next reporting date of 31 December 2013.

The ROCE (return on capital employed) to 30 June 2013 stood at 11.5%. This ROCE has fallen slightly compared with previous years due to the weakness of the operating result not offset by the decrease in capital used and in particular assets employed.

Given the favourable development of the GND share price following the recent announcements of the acquisition of the Fiege business, the creation of the joint venture with Danone in Russia and the planned acquisition of the Freight Forwarding business from Daher, the group's EBITA multiple is 9.4. The EBITDA multiple for its part is 5.2.

1.5 - Operating performance of the three divisions

k€	30/06/2012 published	30/06/2013	Variation 2013 / 2012
LOGISTICS
Total revenues	861 973	896 536	4,0%
- intercompany sales	$-5758$	$-3482$
Revenues less interco.	856 215	893 054
	32 030	34 724	8%
Underlying Operating Result as a % of revenue	3,7%	3,9%
EBITA	30 775	31 848	3%
as a % of revenue	3,6%	3,6%
TRANSPORT:
Total revenues		1 041 078 1 010 320	$-3,0%$
- intercompany sales	$-35381$	$-333382$
Revenues less interco.	1 005 697	976 938
Underlying Operating Result	29 304	25 249	$-14%$
as a % of revenue	2,9%	2,6%
		23 8 20
EBITA as a % of revenue	31 658 3,1%	2,4%	$-25%$
OVERSEAS:
Total revenues	67 904	63 687	$-6%$
- intercompany sales	$-1.391$	$-1747$
Revenues less interco.	66 513	61 940
Underlying Operating Result	$-296$	$-388$	$-31%$
as a % of revenue	$-0,4%$	$-0,6%$
EBITA	$-75$	$-572$	$-663%$
as a % of revenue	$-0,1%$	$-0,9%$
DAGENHAM Site (disposal in Oct. 2012)
Revenues	5 2 9 0		n/a
EBITA margin	1898		n/a
GROUP CONSOLIDATED TOTAL
Consolidated revnues		1 933 998 1 932 120	$-0,1%$
Underlying Operating Result	62 936	59 585	$-5,3%$
% CA conso	3,3%	3,1%
EBITA % CA conso	64 256 3,3%	55 096 2,9%	$-14%$

In the first half-year of 2013, the three operational divisions encountered different operating situations.

• The Logistics division saw its sales grow strongly $(4\%$ over the 1^st half of 2012), with the bulk of this development coming from organic growth with a good commercial performance essentially in England (+7.8% at a constant exchange rate). The operating result is growing proportionately to sales, and at the end of the 1^st half of 2013 it stood at 31.8 million euros, i.e. 3.6% of sales - an operating margin strictly comparable to the $1^st$ half of 2012. During the half-year, the division continued to prepare its development beyond Europe with in particular the setting-up of a joint venture with Danone in Saudi Arabia, which started operations in May and which we are consolidating in our accounts for the first time in the $1^st$ half of 2013. Moreover, it finalised the setting-up of another joint venture in Russia which will start operations in July 2013. Finally, we took the opportunity, by acquiring from the German Fiege group its business in Italy, Spain and Portugal, to reach a critical size in these countries. As a result of this operation, concluded on 24 May 2013, we are consolidating for the month of June, additional sales in the order of 10 million euros for Logistics division;
• The Transport Division saw its sales fall by around 3% in the first half of 2013, compared to the first half of 2012. After allowing for a change of scope and the exchange rate effect, the fall in sales stands at -2.4%. This decrease is essentially explained by a calendar effect (2 fewer working days in the first half of 2013), i.e. -14 million euros, and due to the reinvoicing of the fall in the cost of fuel (-9 million euros). In a context of a lack of visibility as to the future, the Transport Division decided to reduce the size of its fleet and the number of its drivers by around 5%. Because of this, it has made greater use of subcontracting.

The current operating income has fallen by -14% against the first half of 2012, despite the CICE gain, at $3.6$ million euros. This fall, partially anticipated in the budget, is explained by the low net margin in the Complete Load Transport activity, with the net margin remaining very satisfactory for the Distribution activity.

The EBITA operating income has fallen more significantly than the ROC; it went from 31.7 million euros in the first half of 2012, i.e. 3.1% of the operating margin, to 23.8 million euros in the $1^st$ half of 2013 (i.e. 2.4%). This 25% larger decrease than that of the ROC, is amplified by the fact that in the 1^st half of 2012, the Transport Division had benefitted from a certain number of reversals of non-current provisions (in particular the provision for the OBI risk at 7 million euros), whereas in 2012, the division undertook a certain number of restructuring operations in the Complete Load business which prompted it to commit 5 million euros for this first half-vear.

These restructuring measures were implemented not only in response to the difficult economic climate but also for more structural reasons, as they allow the structural further adjustment of the "international long distance - complete loads" business on his market.

• In Overseas business, sales fell by -6% between the first half of 2012 and the first half of 2013, i.e. -14% restated due to acquisitions made in the period. This big fall probably exaggerates the market situation, as the Overseas division is more focussed on its internal structuring (development of the network operation, IT etc.) during this year of transition, 2013. Given the drop in business recorded in the main countries such as China, the United States and England, the structure costs and in particular workforce numbers have been rapidly adjusted downwards but have not allowed the margin deficit to be offset at this mid-vear point. The operating result almost at break-even at 30 June 2012 shows a loss of 572 million euros at the end of the first half of 2013, a figure which remains barely significant at the scale of the group.
• Finally, it should be stressed that in the first half of 2012, the group still had the benefit of $\bullet$ the sales (5.3 million euros) and operating margin (1.9 million euros) of the DAGENHAM business, sold in October 2012, and which thus is a factor in the decrease in the operating result for the first half of 2013.

1.6 - Logistics Division

The logistics division has known a growth of his half year's turnover and keeps his operational margin and enhance during the second quarter versus the first quarter.

The 2^nd quarter of 2013 for the Logistics Division was marked by an increase in its sales expressed in euros: $461$ million euros versus $440$ million euros in the $2^nd$ quarter of 2012, i.e. $up$ by $+4.6\%$ .

The exchange effect of the pound sterling in the UK is unfavourable once more, this being depreciated again between the 2 quarters, and costing the Division -8.8 million euros compared to 2012 ( $\text{\&}1.00 = \text{\&}1.176$ in 2013 against $\text{\&}1.232$ in the same quarter last year).

In total, for the $1^st$ half of 2013, the unfavourable change in the exchange rate has cost the Division -12.2 million euros in sales (i.e. 1.4%).

The Division's sales figure nonetheless has the benefit of 25 million euros from external growth:

• 15 million euros from the Belgian Nova Natie business acquired in December 2012;
• 10.5 million euros from the Italian and Iberian Fiege business acquired on 24 May 2013.

Thus, on a like-for-like basis and with a constant exchange rate, there is a $+2.7\%$ rise for the $2^nd$ quarter.

In the UK, the good sales dynamic of the subsidiary is pulling the Division's sales figures upwards.

In France, sales are once again experiencing growth: This follows several quarters of decline:

Profitability in the first half year of 2013 is maintained despite 2 countries (Belgium and Spain) still with losses.

It should be noted that the Division's EBITA in the $2^nd$ quarter has the benefit of the CICE (Crédit d'Impôt Compétitivité Emploi) in force in France since 1 January 2013. This contribution was estimated at 2.1 million euros for the Logistics Division.

The EBITA for the Division also benefits from the result of the Fiege operations in Italy, Spain and Portugal (0.4 million euros), this business having been acquired on 24 May 2013.

1.7 - Transport Division

1.7.1 Movements in sales

Sales for the first quarter of 2013 came to 1.010 million euros, down 31 million euros (-3.0%) on the previous year's sales. Two phenomena explain this drop in sales: on the one hand, the negative impact of the decrease in the number of days worked in the first half-year (2 in France and 3 in Spain and the United Kingdom) with unfavourable repercussions of -14.3 million euros $(-1.4\%)$ ; and, on the other hand, the exchange rate of the pound sterling to the euro $(-7.5$ million euros $(-0.7%)$ and the fall in the "invoice total" sales figure following the drop in diesel.

If we analyse the development of sales (price - volume) compared with the previous year, the course has been flat, although the trend over the first six months was negative, at $+0.3\%$ in the first quarter and -0.3% in the second quarter.

1.7.2 Business development

In terms of Product Mix, Red Inside is the product which experienced the greatest boom (+12%). Organisation Transport and Maconnerie Domestique are the products for which the development of sales is stable.

Finally, Transport public en chargement complet $(-3\%)$ , Key PL $(-2\%)$ and Red Europe $(-1\%)$ are the products experiencing the greatest cut of the period. However, the trends for the latter product are developing positively.

With regard to changes in CO2 emissions expressed as grams of CO2 $/$ tonne. km, we managed to reduce these emissions by 6 % in the first quarter of 2013 compared to the first quarter of 2012. By falling from 67.87 to 63.58, the standard of the new French law is thus met.

The DSO has progressed well, and at 52.4 is 1 day better than forecast, the changes in the UK and the Iberian peninsula standing out particularly with a 2.2 day and 2 day improvement respectively.

1.7.3 Results

At the end of June, the EBITA stood at 23.8 million euros (2.4% on sales)

Compared to last year, the EBITA 2013 shows a negative variance of 9.6 million euros.

Compared to last year, the deterioration in results is the consequence of three basic factors: firstly, the impact on sales due to two fewer working days and the drop in sales due to diesel with significant impact on the margin secondly, a worsening of the net margin due to the necessary delay for matching resources to these sales and a worsening of the subcontracting margin (2.5 million euros);and thirdly, the negative effect of -0.7 million euros on structures and from non-current elements $(-3.7 \text{ million euros})$ (fleet restructuring) with $+2.9 \text{ million}$ euros offset by current elements (CICE mainly at 3.6 million euros).

1.7.4 Adaptation plan

With regard to staff numbers, the Transport Division has gone from 13,953 employees on average for the first six months of 2012 to 13,530 employees on average in the first six months of 2013, meaning a 3% fall. In June 2013, the reduction in employee numbers in the division was 3.3% compared with June 2012.

Type	30 June 2012	NDT 30 June 2013	Difference
Motors	6416	5898	$-6,66%$
Trailers	8 5 9 2	8 2 1 6	$-4,38%$
Trailer-trucks	920	903	$-1,85%$
Total registered vehicles	15 9 28	15 108	$-5,15%$

Transport Division Fleet of vehicles:

At the end of June 2013, the Overseas Division (Freight Forwarding) numbered 477 people (against around $600$ at the end of $2012$ ), spread over 52 offices in 13 countries.

The Division's sales reached 64 million euros in the first six months of 2013, down 6% compared with 2012 (-14%) on a like-for-like scope.

We saw a significant slowdown in business from March onwards. This slowdown affects almost all countries and is linked to a number of factors :

Drop in Asia-Europe sea freight import volumes.

Drop in Asia-Europe sea freight levels. By way of example, the table below shows the development of sea freight level for a 40' between China and Europe (levels observed by the NDO China teams with one of their main suppliers).

Sharp drop in business with certain clients ;

The Division's average margin level stood at 16.2% in the first half of 2013, an improvement on 2012 (15.8%).

The cumulative EBITA for the half-year stood at -572k euros against -75k euros for the same period in 2012.

A cost-cutting plan has been introduced in recent months to respond to this drop in business.

In parallel, a commercial action plan was introduced focussing on 3 main areas:

• Selection of the main NDO-to-NDO sea and air freight trade lines for NDO (see the two attached figures): consolidation of purchases on these lines, introduction of dedicated commercial resources shared between the 2 countries concerned.
• Centralisation of the decision about major calls for tender impacting a number of NDO countries (for example Asus). The objective is to have greater impact on suppliers and to better anticipate future variations in freight levels in our tenders.
• Reinforcement of synergies with the Group by focussing our effort on a few major accounts selected for their potential.

The structure of NDO is also being strengthened.

Finally, the implementation of a common information system for the Division (Finance, Operations and Trade & Trace) is progressing to schedule.

1.9 – Human resources

The total workforce number increased by 3% between June 2012 and June 2013 under the effect of the growth of the logistics business and external acquisitions integrated during the period.

Workforce as at end June 2013	Cumulative, Group	Transport Division	Logistics Division	International Transport Commission Division	Group
Total workforce	33,169	13,612	19,035	477	45

II-OTHER INFORMATION

2.1 – Main transactions between related parties

No significant variation in the nature of transactions with related parties occurred compared with 31 December 2012 (see note $(q)$ of the annex to the condensed half-yearly accounts and note $(z)$ of the annex to the consolidated accounts for the year ending on $31$ December 2012).

2.2 – Important events occurring during the first six months of the financial year and their effect on the half-yearly accounts

Other than the events described above in this report, and mention of subsequent events appearing in the Annex to the half-yearly accounts (cf. III, $v$ .)), no significant event occurred during the first six months of the financial year which would have had an impact on the halfyearly accounts.

2.3 - Main risks and uncertainties

As at 30 June 2013, the risk factors as identified at the closing of financial year 2012 were unchanged. The main risks and uncertainties which the group may face in the second half of 2013 are those detailed in Chapter 2 of the 2012 Reference Document.

III - PERSPECTIVES FOR THE 2^nd HALF-YEAR AND THE COMPLETE YEAR 2013

The economic context the Group faces is still subdued in Europe. In this regard, we do not anticipate any change in the second half of the year.

The integration of the Fiege business in southern Europe and the Freight Forwarding business from DAHER will help sales in the $2^{nd}$ half-year, without significant negative impact on the operating margin.

The improvement in the margin for Transport, the successful start-up of logistics outside Europe and the roll-out of the network of the Freight Forwarding Division remain the priorities for the Norbert Dentressangle Group in the second half of 2013.

With a sound position on its markets, its diversified portfolio and its decentralised organisation giving it great flexibility, Norbert Dentressangle is well-placed to confront the uncertain economic conditions currently prevailing.

II - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

€000	Note	30/06/2013	30/06/2012 restated (a)
REVENUE	$\mathbf b$	1932 120	1933998
Other purchases and external costs		(1189139)	(1187241)
Staff costs		(603724)	(602170)
Taxes, levies and similar payments		(22438)	(24031)
Amortisation and depreciation charges		(57591)	(59903)
Other operating expenses (income)		(811)	4 1 4 7
(Gains)/losses on sales of operating assets		1012	2 1 0 5
Restructuring costs		(7696)	(2954)
Fixed assets gains or losses		3 3 6 3
E.B.I.T.A		55 096	63 951
Amortisation of allocated Customer Relations		(3166)	(3184)
E.B.I.T	$\mathbf c$	51 930	60 767
Financial income	d	1 9 9 2	2 0 0 8
Financial costs	d	(14285)	(17229)
GROUP PRE-TAX INCOME		39 638	45 547
Income Tax	e	(14741)	(17691)
Share of result of associated companies		(39)	(14)
NET INCOME		24858	27842
Non-controlling interests		348	483
NET INCOME, GROUP SHARE		24 510	27 359
EARNINGS PER SHARE	g
Basic net income for the year		2,56	2,85
Diluted net income for the year		2,54	2,80

(a) The impact of the adjustments related to the revised IAS19 are detailed in notes II-b) and III-r).

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

€000	30/06/2013	$\frac{30}{06}{\frac{2012}{200}}$ restated
NET INCOME	24858	27842
Translation adjustments	(8271)	6 0 9 3
Gains and losses on revaluation of financial instruments	7480	(1659)
Income tax effect on financial instruments and translation adjustments	(3519)	1 5 2 8
Other	70	(23)
Subtotal items that may be reclassified subsequently to profit or loss	(4240)	5939
Actuarial gains (and losses) on post-employment benefits	17 545	(29875)
Income tax effect	(4036)	5 5 8 2
Other	(90)
Subtotal items never reclassified subsequently to profit or loss	13419	(24 293)
OTHER COMPREHENSIVE INCOME	9 1 7 9	(18354)
TOTAL COMPREHENSIVE INCOME	34 037	9488
Non-controlling interests share of comprehensive income	358	519
Group share of comprehensive income	33 679	8 9 6 9

CONSOLIDATED BALANCE SHEET

ASSETS

€000	Note	30/06/2013	31/12/2012 restated (a)
Goodwill	$\mathbf h$
		557 778	549 447
Intangible fixed assets	h	111 433	110 840
Tangible fixed assets		565 732	583 676
Investments in associated companies		4 2 8 8	4 4 2 7
Other non-current financial assets		35 583	28 5 18
Deferred tax assets		42 037	47 750
NON-CURRENT ASSETS		1 3 1 6 8 5 2	1 3 2 4 6 5 8
Inventories		13 175	14 688
Trade receivables	$\mathbf k$	747 410	622 374
Current tax receivable	k	22 9 69	12 079
Other receivables	$\mathbf k$	164 581	129 141
Other current financial assets		19	$\theta$
Cash and cash equivalents	l, o	268 393	255 877
CURRENT ASSETS		1 216 547	1 0 3 4 1 5 9
TOTAL ASSETS		2 533 399	2 3 5 8 8 1 7

LIABILITIES

	€000	Note	30/06/2013	31/12/2012 restated (a)
	Share capital	m	19 672	19 672
	Share premium	m	18 860	18 8 88
	Translation reserve	m	(26463)	(18097)
	Consolidated reserves	m	500 908	427 412
	Net income for the financial year		24 510	69 672
	SHAREHOLDER'S EQUITY GROUP SHARE		537487	517 547
	Non-controlling interests		5 6 5 8	3 2 5 1
н	SHAREHOLDER'S EQUITY		543 146	520798
	Long-term provisions	$\mathbf n$	129 735	147 166
	Deferred tax liabilities		72 296	71 690
	Long-term borrowings	$\circ$	620 419	581 068
	Other non-current financial liabilities		19 7 25	20 506
П	NON-CURRENT LIABILITES		842 176	820 430
	Short-term provisions	$\mathbf n$	20 963	22 364
	Short-term borrowings	$\circ$	146 858	154 534
	Other current borrowings		9 9 6 6	16 726
	Bank overdrafts	l, o	65 693	8 8 3 7
	Trade payables		554 400	503 028
	Current tax payable		19 371	11 032
	Other debt		330 827	301 069
	CURRENT LIABILITIES		1 148 078	1 0 1 7 5 9 0
	TOTAL LIABILITES		2 533 398	2 358 817

(a) The impact of the adjustments related to the revised IAS19 are detailed in notes II-b) and III-r).

CONSOLIDATED CASH FLOWS STATEMENT

€000	Note	30/06/2013	30/06/2012 ajusté (a)
Net income		24 510	27 359
Depreciation and provisions		61 832	58 968
Capital gains or losses on disposals of fixed assets		(4343)	(2079)
Deferred tax and taxes posted to shareholders' equity		118	14
Net financial costs on financing transactions		10 607	13 164
Non-controlling interests and share of results of associated companies		387	497
Other adjustments		(900)	1 2 9 7
Operational cash flow		92 211	99 220
Change in inventories		1 0 2 1	2 1 4 6
Trade receivables		(53687)	(65939)
Trade payables		(9071)	3 2 4 0
Operating working capital		(61737)	(60553)
Social security receivables and payables		(5488)	(6499)
Tax receivables and payables		(7678)	6 3 2 2
Other receivables and payables		(2217)	(6740)
Non-operating working capital		(15383)	(6917)
Operational working capital		(77120)	(67470)
Change in Pension Fund		(5173)	(9820)
NET CASH FLOW FROM OPERATIONS		9918	21 930
Disposals of intangible and tangible fixed assets		28 0 24	31 412
Disposals of financial assets		103
Acquisitions of intangible and tangible fixed assets		(69636)	(78845)
Acquisitions of financial assets
Payables on acquisitions of fixed assets		2 9 7 1	(17260)
Net cash flow from company acquisitions and sales	p	(31308)	(1177)
NET CASH FLOW FROM INVESTMENT TRANSACTIONS		(69846)	(65870)
NET CASH FLOW		(59928)	(43940)
Dividends paid		(14575)	(12009)
Net new loans		39 409	1861
Capital increase/(reduction)		2 480
Treasury shares		260	(1657)
Net financial costs on financing transactions		(10607)	(13164)
NET CASH FLOW FROM FINANCING TRANSACTIONS		16 967	(24969)
Exchange differences on foreign currency transactions		(1380)	218
Change in cash and cash equivalents		(44341)	(68691)
Opening cash and cash equivalents		247 041	157 410
Closing cash and cash equivalents		202 700	88 719
Change in cash and cash equivalents (closing - opening)		(44341)	(68691)

(a) The impact of the adjustments related to the revised IAS19 are detailed in notes II-b) and III-r).

June $30^{\text{th}}$ 2013 cash flows from receipts and payments of tax amount to a net outflow of $\epsilon$ 11,6 million (June $30^{\text{th}}$ 2012: net outflow of $\epsilon$ 7,3 million).

CHANGES IN CONSOLIDATED SHAREHOLDER'S EQUITY

€000	Share	Share capital premium	Undistributed reserves	Other Reserves	Net income Group share	Translation reserve	Non- controlling interests	Total
As at 31 DECEMBER 2011 restated	19672	18891	422 244	(24019)	60 394	(25191)	2851	474 842
Allocation of net income			59 557		(59 557)
Dividends paid			(12007)					(12007)
Net income in the 1rst half year 2012					27 359		483	27 842
Comprehensive income			(24 293)	(154)		6 0 5 7	36	(18354)
(Acquisitions) disposals of treasury shares			37	(1695)				(1658)
Benefits related to share-based compensation			370					370
Changes in consolidation							89	89
Other variations			64					64
As at 30 June 2012 restated (a)	19672	18891	445 972	(25868)	28 19 6	(19134)	3 4 5 9	471 188
Allocation of net income			837		(837)			$\Omega$
Dividends paid			(20)				(29)	(49)
Net income in the 2 nd half of 2012					42 313		295	42 608
Comprehensive income			12 894	(713)		1 0 3 1	(40)	13 172
(Acquisitions) disposals of treasury shares			(77)	(1447)				(1524)
Benefits related to share-based compensation			131					131
Changes in consolidation			(4252)				(434)	(4686)
Other variations			(42)					(42)
As at 31 DECEMBRE 2012 restated (a)	19672	18891	455 443	(28028)	69 672	(18103)	3 2 5 1	520798
Allocation of net income			69 672		(69672)
Dividends paid			(14384)				(191)	(14575)
Net income in the 1rst half year 2013					24 510		348	24 858
Comprehensive income			13 504	4 0 3 1		(8366)	10	9 1 7 9
Capital increase							2608	2 608
(Acquisitions) disposals of treasury shares		(31)	35	128				132
Benefits related to share-based compensation			222					222
Changes in consolidation
Other variations			291				(368)	(77)
As at 30 JUNE 2013	19672	18 860	524783	(23869)	24 5 10	(26469)	5658	543 145

(a) The impact of the adjustments related to the revised IAS19 are detailed in notes II-b) and III-r).

ANNEX TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TO 30 JUNE 2013 / IFRS STANDARDS

I - INFORMATION OF A GENERAL NATURE ABOUT THE ISSUER

Name: Norbert Dentressangle.

Registered office: 192 avenue Thiers 69457 LYON Cedex 06.

Legal form: Joint-stock company with a Management Board and Supervisory Board, subject to the provisions of the Commercial Code.

The parent company of the Group is the company Norbert Dentressangle.

It is subject to French legislation.

The Company is listed on the Eurolist Compartiment B market.

The accounts of the Norbert Dentressangle Group were produced by the Management Board on 29 July 2013.

The Group's business activities are Transport, Logistics and Freight Forwarding.

There is no marked seasonality in the Transport activity, the Logistics activity or the Freight Forwarding activity to the end of June 2013 in terms of sales.

II - ACCOUNTING RULES AND METHODS

a) Compliance declaration and basis of preparation

In application of European regulation 1606/2002 of 19 July 2002 on international standards, the condensed consolidated accounts of the Norbert Dentressangle Group to 30 June 2013 are produced in accordance with the International Financial Reporting Standards (IFRS) applicable on this date and as approved by the European Union on the date of preparation of these financial statements.

This reference work is available on the website of the European Commission at the following address (http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm).

The condensed consolidated financial statements for the first half of 2013 were prepared in accordance with the provisions of standard IAS 34 "Interim Financial Reporting". They do not contain all the information and annexes as presented in the annual financial statements. They should thus be read in parallel with the Group's consolidated financial statements to 31 December 2012.

The Group's consolidated financial statements for the financial year ending on 31 December 2012 are available on request at the company's registered office, or on the website http://www.norbertdentressangle.com.

Some standards may be subject to change or interpretation, and their application could be retrospective. These changes could cause the Group to subsequently modify the consolidated accounts restated to IFRS standards.

The consolidated accounts to 30 June have been drawn up in euros, the Group's functional currency. They are presented in thousands of euros.

b) Changes to accounting rules and methods

The accounting rules and methods applied for the preparation of the financial statements are identical to those used in the preparation of the annual consolidated accounts for the financial year ending on 31 December 2012, supplemented by the following new standards and interpretations applicable from 1 January 2013:

• IAS 1 amendment: presentation of the other elements of the full result
• IAS 12 amendment: deferred taxes associated with revalued assets $\bullet$
• IFRS 7 amendment: offsetting of financial assets and liabilities
• IFRS 13: fair-value measurement.

None of these amendments or new standards has significant consequences on the net result and the financial position of the Group, nor on the presentation of the accounts and the financial information.

• IAS 19 (revised), benefits to personnel, the impacts are:
• The use of a single rate for estimating the yield on assets and the updating of the commitment.
• The reporting in the other elements of the full results of actuarial variances not recognised to date in the Group accounts but only depreciated over time in the context of the exit from the corridor approach;
• The reporting in the income statement of the administrative costs associated with the management of pension funds.
• The halting of the reporting in the income statement of the depreciation of the exit from the corridor.

All the adjustments are presented in note III-r).

Moreover, the Group has not applied, by way of anticipation, any of the standards, interpretations and amendments adopted or in the course of being adopted by the European Union and where the obligatory application is subsequent to 31 December 2013.

• IAS 28 r: investments in affiliated businesses
• $\bullet$ IFRS 10: consolidated financial statements
• IFRS 11: partnerships $\bullet$
• IFRS 12: information to be provided about interests held in other entities.

The IFRS 13 amendment will not have any significant impact on the presentation of the Group's financial statements.

The impact on the Group's financial statements of the package of standards IFRS10, IFRS11 and IFRS12 is still being analysed.

c) Estimations and judgements

To produce its accounts, the Group must make estimations and hypotheses which may affect the financial statements. The Group reviews its estimations and appraisals in a regular manner to take into account past experience and other factors judged relevant in the light of economic conditions. Depending on how these hypotheses develop or conditions change, the amounts appearing in its future financial statements may differ from the current estimations.

The main headings of the financial statements which may form the subject of estimations are as follows: - depreciation on bad debts,

• depreciation on goodwill where it is valued on the basis in particular of future cash flow hypotheses, discount rates, final values based in particular on long-term growth rates,

• valuation of stock option plans, stock warrants and performance shares granted to employees and directors where the valuation is based on a certain number of actuarial hypotheses,

• valuation of assets and liabilities linked to retirement commitments by taking into account actuarial hypotheses in force on the reporting date (discount rate, pay increase rates and rates of inflation),

• valuation of customer relations,

• valuation of financial instruments,

• deferred taxes and tax burden.

The financial statements reflect the best estimates, on the basis of the information available on the date of closure of the accounts.

They were produced on the principle of historic cost, with the exception of certain elements, in particular the financial assets and liabilities which are valued at their fair value.

The corporate accounts of each of the companies in the Group are produced in accordance with the accounting principles and regulations in force in their respective countries. They form the subject of restatements to comply with the consolidation principles in force in the Group.

Particular factors specific to the production of the interim financial statements:

Tax burden:

In the context of interim closings, the tax burden (current and deferred) is established by applying to the result before tax the estimated average workforce level for the entire current year.

Costs of pensions and other personnel benefits:

Pension costs and other long-term benefits for personnel are calculated on the basis of an extrapolation of actuarial valuations carried out at the closure of the previous financial year. If applicable, these valuations are adjusted to take account of the reductions, liquidations or other significant non-recurrent events occurring during the half-year.

Income tax :

The French credit tax for competitiveness and employment (CICE) is recognised as a decrease in staff cost.

III - NOTES APPENDED TO THE HALF-YEARLY ACCOUNTS TO 30 JUNE 2013

a) Events in the period

Acquisition of subsidiaries of the Fiege Group

On 24 May 2013, the Norbert Dentressangle Group acquired the logistics business of Fiege in Italy, Spain and Portugal and the transport business on the Iberian Peninsula. This acquisition, funded entirely by shareholders' equity, allows the leadership of the Norbert Dentressangle Group on the logistics market in Europe to be strengthened, while continuing to provide its customers with services of a high quality, and innovative and bespoke solutions in the main sectors of the economy (consumer goods, health and pharmaceuticals).

With this acquisition, Norbert Dentressangle thus is doubling in size in Italy and becomes the 4^th logistics entity in the country.

On the Iberian Peninsula, Norbert Dentressangle is bolstering its leading position in transport and is significantly increasing the scale of its logistics business.

The acquisition price, provisional at this stage, is allocated in the following way:

In $\epsilon$ thou.	Fiege
TOTAL NET REVALUED ASSETS	5,320
ACQUIRED NET REVALUED ASSETS SHARE	5,320
COST OF ACQUISITION OF STOCKS	26,312
GOODWILL	20,992

New Logistics business in Saudi Arabia

In the first half of 2013, the Norbert Dentressangle Group created a company in partnership with the Danone Group in order to develop a logistics business in Saudi Arabia. This company is consolidated by global integration.

b) Sectorial information

In $\epsilon$ million	Transport	Logistics	Freight forwarding	Elimination of inter-sectorial operations and miscellaneous sales	Total
Sales
30/06/2012	1,041	862	68	(37)	1,934
30/06/2013	1,010	896	64	(38)	1,932
Inter-sector sales
30/06/2012	(35)	(6)	$\left(1\right)$	5	(37)
30/06/2013	(33)	(3)	(2)		(38)

In $\epsilon$ million	Transport	Logistics	Freight forwarding	Other activities	Total
Operating result (EBIT)
30/06/2012	30.8	28.2	0.1		61.1
30/06/2013	23.0	29.5	-0.6		51.9

c) Operating result

Move from the EBITDA to the operating result (EBIT):

In $\epsilon$ thou.	30/06/2013	30/06/2012
EBITDA	112,077	118,088
Allocations to amortisation	(57,591)	(59,903)
Allocations and reversals of provisions (1)	610	5,767
Allocation to amortisation of Customer Relationships	(3,166)	(3,184)
TOTAL (ALLOCATIONS) / REVERSALS	(60, 147)	(57, 011)
OPERATING RESULT (EBIT)	51,930	60,767

(1) The 610k euros are spread over the consolidated income statement items in the following way: $3,870k$ euros in "Other purchases and external costs", $(340)k$ euros in "Other operating costs (proceeds)", $(2,698)k$ eur

d) Financial result

In $\epsilon$ thou.	30/06/2013	30/06/2012
Interest and similar financial revenue	1.932	1,661
Results of sales of investments		6
Reversals of provisions for stocks and financial assets	59	341
TOTAL FINANCIAL INCOME	1,992	2,008
Interest and similar costs	(12,025)	(14,190)
Negative exchange differences	(283)	(641)
Other financial costs	(233)	(60)
Allocations to amortisation and provisions	(1.744)	(2.338)
TOTAL FINANCIAL COSTS	(14,285)	(17,229)
TOTAL	(12,293)	(15,221)

e) Tax on the result

In $\epsilon$ thou.	30/06/2013	30/06/2012
Result before tax	39,638	45,547
CVAE (corporate added value contribution)	(6,560)	(7,158)
Result after CVAE and before corporation tax	33,078	38,389
Permanent timing differences	3,761	1,625
Tax on the result	(8,181)	(10, 533)
Effective tax rate	24.7%	27.4%

f) Distribution of dividends

In $\epsilon$ thou.	30/06/2013	30/06/2012
Dividends paid by the parent company on 3 June 2013	14,376	12,007

g) Average number of shares

	30/06/2013	30/06/2012
Average number of shares issued	9,836,241	9,836,241
Average number of own shares	(254, 476)	(229, 239)
Average number of shares	9,581,765	9,607,002
Stock warrants	60,000	175,000
Stock options	$\theta$
Average total number of watered shares	9,641,765	9,782,002

h) Goodwill and intangible fixed assets

In $\epsilon$ thou.	Goodwill	Concessions, patents, licences	Other intangible fixed assets	Total
Gross value
Value as at 31 December 2012	554,947	39,322	130,396	724,665
Acquisitions		1,999	2,142	4,141
Disposals		(420)	(2)	(422)
Currency conversion differences	(12,661)	(313)	(4,490)	(17, 463)
Variations in scope and reclassifications	20,992	728	5,092	26,812
Value as at 30 June 2013	563,278	41,315	133,137	737,730
Amortisation, depreciation
Value as at 31 December 2012	(5,500)	(32,971)	(25,908)	(64,380)
Allocations		(1,907)	(3,439)	(5,346)
Reversals		413	2	415
Currency conversion differences		198	1,105	1,303
Variations in scope and reclassifications		(513)		(513)
Value as at 30 June 2013	(5,500)	(34,780)	(28,240)	(68,520)
Net value as at 31 December 2012	549,447	6,351	104,488	660,287
Net value as at 30 June 2013	557,778	6,535	104,897	669,211

As at 30 June 2013, the allocation of the acquisition price to the identifiable assets and liabilities of Nova National of the John Keells and Fiege groups is being carried out and may change. As at 30 June 2013, no significant adjustment has been recorded during the period.

i) Tangible fixed assets

In $\epsilon$ thou.	Land and buildings	Transport equipment	Other tangible fixed assets	Total
Gross value
Value as at 31 December 2012	206,301	550,047	292,332	1,048,680
Acquisitions	1.722	44.498	21.385	67.605
Disposals	(3,788)	(54,722)	(8,164)	(66, 674)
Currency conversion differences	(3.371)	(6.043)	(3,807)	(13,221)
Variations in scope and reclassifications	1,257	2,291	11,719	15,267
Value as at 30 June 2013	202,121	536,071	313,464	1,051,656
Amortisation, depreciation
Value as at 31 December 2012	(79, 193)	(201, 864)	(183, 945)	(465,004)
Allocations	(4,329)	(33.741)	(17,580)	(55,650)
Reversals	3,297	32,588	7.113	42,998
Currency conversion differences	394	2,042	1,657	4,093
Variations in scope and reclassifications	206	(1.417)	(11,149)	(12,366)
Value as at 30 June 2013	(79,627)	(202, 392)	(203,905)	(485, 924)
Net value as at 31 December 2012	126,908	348,183	108,587	583,676
Net value as at 30 June 2013	122,495	333,679	109,560	565,732

j) Tracking of the value of non-current assets and investments in associated businesses

The net book value of goodwill, customer relationships, other intangible fixed assets and equity method investments is reviewed at least once every year and when events or circumstances indicate that a value reduction is likely to have occurred. Such events or circumstances are linked to significant unfavourable changes of a sustained nature and affecting either the economic environment or hypotheses or objectives selected on the date of acquisition. A loss of value is observed where the recoverable value of the assets tested becomes lower in the long term than their net book value.

On 30 June 2013, the Group proceeded with a review of the indicators of loss of value which could result in a reduction in the net book value of goodwill, customer relationships in the accounts and investments in associated businesses.

Given the current economic context on the one hand (in particular the Spanish CGUs) and the performance achieved over the half-year on the other, the Group reviewed the hypotheses of growth levels and discount rates defined on $31/12/2012$ : the latter remained valid to 30 June 2013.

Following an indication of loss of value linked to the inadequate activity in the $1^st$ half of 2013 compared to the budget of the Freight Forwarding CGU, a value test was carried out on this CGU; the test ended with a utility value above the net book value of intangible assets; there is no need to allow any depreciation.

With regard to the other CGUs, as no indication of a loss of value has been detected, the company has not undertaken any depreciation test, including on the Transport & Distribution Iberica CGU which formed the subject of depreciation to 31 December 2012.

As this involved investments in affiliated companies, the Group has not identified any factor casting doubt on their value to 30 June 2013.

k) Customers and other current debtors

In $\epsilon$ thou.	30/06/2013	31/12/2012
Trade and other accounts receivable	763,245	637,198
Provisions for depreciation	(15,834)	(14,824)
Customers	747,411	622,374
Fiscal and social debts	73,611	64,994
Advances and payments on account	9.384	1,470
Prepayments	62,758	43,575
Other miscellaneous debts	18,827	19,103
Other accounts receivable	164,580	129,141
Current taxes receivable	22,969	12,079

Accounts receivable transferred and written off in full $\bullet$

The Group proceeded with the transfer of commercial accounts receivable in the sum of 21.8 million euros to 25 June 2013; a debt transfer of 20.6 million euro had been carried out to 31 December 2012.
A 5% guarantee retention is attached to this transfer of commercial accounts receivable.

This debt was written off due to the transfer to a third party of risks and benefits associated with these debts.

1) Cash and cash equivalents

In $\epsilon$ thou.	30/06/2013	31/12/2012
Cash equivalents	113,008	63,177
Cash	155,385	192,700
Cash and cash equivalents	268,393	255,877
Banks (credit balances)	(65, 693)	(8,837)
Net cash	202,700	247,040

There is no restriction on the use of its cash by the Group.

m) Issued capital and reserves

		Capital variation			Capital after operation
Years	Nature of the operation	Number of shares	Par in euro	Premiums in euro	Amount in euro	Number of shares
31 December 2010		-			19.672.482	9,836,241
To 22 July 2011	Stock warrants	75,000	2	3,726,000	19,822,482	9,911,241
To 24 October 2011	Reduction in capital	75,000	2	(3,374,861)	19,672,482	9,836,241
To 30 June 2013					19,672,482	9,836,241

n) Provisions

In $\epsilon$ thou.	Occurences of risk	Tax and employee- related disputes	Benefits to personnel $\left( a\right)$	Other provisions	Total
Value as at 31 December 2012 adjusted	17,093	10,075	94,544	47,820	169,530
Allocations	3.224	1,665	2,899	5.153	12,941
Reversals used	(1,782)	(2,002)	(5,226)	(3,468)	(12, 478)
Reversals not used	(1,358)	(946)		(2,007)	(4,311)
Variations in scope		500	1.878	1,131	3,509
Currency conversion effect	(562)	66	(3,015)	(1,154)	(4,665)
Other reclassifications	(270)	(448)	(13, 233)	121	(13,830)
Value as at 30 June 2013	16,344	8,910	77,847	47,596	150,697

(a) The impact of the adjustments related to the revised of IAS19 are presented in notes II-b) and III-r).

For the closure of the half-year accounts to 30 June 2013, benefits to personnel include in particular benefits to Christian Salvesen personnel in Great Britain in the sum of 43.2 million euro (62.6 million euro to 31 December 2012).

The balance of Other provisions at 47.6 million euros at 30 June 2013 comprises principally:

• 4.6 million euros for provisions for onerous leases,

• 14 million euros relating to provisions for repair of sites with operating leases (dilapidation costs) (15.4 million euros to 31 December 2012),

• 18 million euros relating to employee-related disputes,

• 11 million euros for miscellaneous provisions not significant in terms of their amount.

In $\epsilon$ thou. Terms
	31/12/2012	30/06/2013	Less than 1 vear	Between 1 and 5 years	Over 5 vears
NON-CURRENT
Borrowings at more than one year	563,394	606,930		525,871	81,059
Finance lease	15,728	12,626		12,006	620
Other miscellaneous borrowings	1,946	863		863
TOTAL NON-CURRENT	581,068	620,419		538,740	81,679
CURRENT
Borrowings at less than one year	147,553	140,892	140,892
Finance lease	6,101	5,791	5,791
Other miscellaneous borrowings	879	175	175
TOTAL CURRENT	154,534	146,858	146,858
TOTAL GROSS BORROWINGS	735,602	767,277	146,858	538,740	81,679
Cash and cash equivalents	(255, 877)	(268,393)	(268,393)
Bank overdrafts	8,837	65,693	65,693
TOTAL NET CASH	(247,040)	(202,700)	(202,700)	538,740	81,679
TOTAL NET BORROWINGS	488,562	564,577	(55, 842)	538,740	81,679

o) Borrowings

In February 2013, the Group put in place a Euro private investment operation (Euro PP) of a "loan" type in the sum of 75 million euros with a 6-year term.

Bank covenants:

The finance lines of the Acquisition Credit and the Euro PP are subject to three financial ratios. At 30/06/2013, the amount of loans subject to these financial ratios stood at 400 million euros.

The three financial ratios mentioned below are calculated every half year on the basis of the published consolidated accounts in accordance with contractual definitions and over a sliding 12 months.

• The "Financial Indebtedness" ratio, a ratio between the Total Net Indebtedness (Gross Borrowings less Cash) and consolidated Shareholders' Equity;

• the "Cover for Financial Expenses", a ratio between the operating result - the consolidated EBIT - and Net Financial Expenses;

• the "Leverage" ratio, a ratio between the Total Net Indebtedness (Gross Borrowings less Cash) and the EBITDA.

On 30 June 2013, the Group met these three ratios.

The "Financial Indebtedness" ratio as defined in the acquisition debt contract stood at 0.9 below 2.0.

The "Cover for Financial Expenses" ratio as defined in the acquisition debt contract stood at 5.9 above 3.0.

The "Leverage" ratio as defined in the acquisition debt contract stood at 2.4 below 3.5.

Given the context of operating continuity to which the Group is committed for the future and in particular for 2013, the Group estimates that it will meet the 3 ratios in 2013 within the limits set by the credit agreement.

Liquidity risk

In $\epsilon$ thou.	30/06/2013		of which confirmed	of which not confirmed
		Drawn	Not drawn	Drawn	Not drawn
Credit lines available
Finance lease debt	46,307	18,417	27,890	0
Borrowings	807,411	747,822	59,589	$\Omega$

As of 30 June 2013, the Group holds a revolving credit line of 150 million euros, confirmed for a maturity of more than one year and not totally drawn for 60 million euros, and overdraft lines, confirmed for 47 million euros (drawn for 9 million euros) and non confirmed for 51 million euros (non drawn).

p) Cash flow statement

The cash flow allocated to acquisitions and sales of subsidiaries is spread as follows:

In $\epsilon$ thou.	30/06/2013
Payment following the acquisition of subsidiaries	(33,242)
Net cash contributed by the acquired companies	1,936
CASH ALLOCATED TO ACQUISITIONS AND SALES OF SUBSIDIARIES	(31,308)

q) Information relating to related parties

1. Transactions concluded at normal market conditions between the Group and companies belonging directly or indirectly to the majority shareholder of the company Norbert Dentressangle S.A., are as follows:

Company	Nature		Revenue or (cost):		Balance sheet balance debit or (credit)		Provision for bad debts		Guarantee given or received
In $\epsilon$ thou.		30/06/13	30/06/12	30/06/13	31/12/12	30/06/13	$31/12/12$ 30/06/13		31/12/12
Dentressangle Initiatives	Administrative services	(769)	(685)	(212)	(84)
Dentressangle Initiatives	Free use of the brand and logo	(4)
Dentressangle Initiatives	Miscellaneous services	83	157
Other companies belonging directly or indirectly to the company Financière Norbert Dentressangle	Rent and building occupancy costs	(7,783)	(10,169)	(155)	(5,230)			4,688	5.183

1. Transactions with businesses over which the Norbert Dentressangle Group exerts a notable influence and entered in the accounts by the equity method are only current transactions carried out at the market price for non-significant amounts given the Group's activity.
   The balances of credits and debts at closure are likewise not significant.

2. Gross remuneration allocated to administration and management bodies

In $\epsilon$ thou.	30/06/2013	30/06/2012
Nature of the expense
Short-term personnel benefits	1,046	1.125
Benefits to personnel after their period of employment
Other long-term benefits
Termination payments
Benefits in the form of stock options, stock warrants and performance shares	222	370
Directors' fees	106

1. Remuneration provided in the form of shares to directors

	30/06/2013	31/12/2012
Subscriptions in the financial year
Stock warrants		(60,000)
Performance shares
Take-up in the financial year
Stock warrants
Performance shares
Cancelled and repurchased by the company
Stock warrants	(55,000)
Performance shares
Stock held at the end of the financial year
Stock warrants	60,000	115,000
Performance shares

r) Benefits to personnel - retirement

The impact of the revised IAS19 on shareholders' equity on 31 December 2012 is presented below.

In $\epsilon$ thou.	Published total	31/12/2012 Adjustment	Adjusted total
New provisions for surpluses to 1 January 2012	30,382	50,313	80,695
Costs in the period	2,588	6,538	9,125
Entry in scope	-66		66
Utilisation in the financial year	(794)		(794)
Contribution paid to pension funds	(11, 470)		(11, 470)
Actuarial gains and losses		11,516	11,516
Other movements
Currency conversion effect	405	1,044	1,450
Net provision for surpluses to 31 December 2012	21,177	69,411	90,588
Including deficit provision and pension fund	42,510	52,034	94,544
Including surplus pension fund	(21,333)	17,378	(3,955)
Net deferred tax to 31 December 2012	(10,688)	(15, 494)	(26,976)
Net adjustment to shareholders' equity to 31 December 2012		(53, 917)

The impact of the revised IAS19 on income statement on 30 June 2012 is presented below.

Income statement in $\epsilon$ thou.	Published total	30/06/2012 Aiustement	Adjusted total
Net revenue	1933998		1933998
Operating costs	(1872922)	(309)	(1873231)
Operating result (EBIT)	61 076	(309)	60 767
Financial result	$(12\,261)$	(2960)	(15 221)
Result before tax	48 815	(3 269)	45 547
Income tax	(18, 431)	741	(17691)
Share of result of associated companies	(14)		(14)
Net income	30 370	(2528)	27842
Non-controlling interests	483		483
Net income, Group share	29 887	(2528)	27 359

s) Commitments and contingencies

The Group's commitments (parent company and fully integrated companies) are broken down as follows:

In $\epsilon$ thou.	30/06/2013	31/12/2012
Commitments given
Commitments linked to the scope of consolidation
Acquisition of stock	see below	see below
Liabilities guarantees	23,532	25,007
Commitments linked to financing
Securities and guarantees	44,017	38,316
Borrowings subject to financial covenant	400,102	337,396
Contribution of retirement schemes with defined benefits ex Christian Salvesen UK	83.119	91,900
Commitments linked to operational activities
Securities and guarantees	1,879	974
Property rent	757,308	680,113
Rent for means of transport	144,851	135,946
DIF (training) in number of hours	1,170,863	1,174,549

In $\epsilon$ thou.	30/06/2013	31/12/2012
Commitments received
Commitments linked to the scope of consolidation Liabilities guarantees	55,813	31,268
Commitments linked to financing Credit lines available and not used	see below	see below
Commitments linked to operational activities Property rent Manufacturers	2,276 172,298	682 171,410

• Commitments given

Commitments relating to the acquisition of stock

Pledging of NDT SAS stock as a guarantee of syndicated credit lines financing the acquisition of Christian Salvesen Ltd.

Liabilities guarantees

The Group gave liabilities guarantees by way of the sale of TFND Sud Est and the sale of the Dagenham site in the UK which occurred in October 2012.

Liabilities guarantees given in June 2013: Amount of deductibles: 0.1 million euros Maximum ceiling: 23.5 million euros Date of end of use: June 2014: 23.3 million euros Beyond: 23.3 million euros

Commitments regarding property rents

They correspond to rents due between the closing date and the first legal possibility of ending the lease. They are composed as follows:

	In $\epsilon$ thou.
1 year	133,338
from 1 to 5 years	362,859
over 5 years	261,110
Total	757,308

Commitments regarding means of transport

In $\epsilon$ thou.
40,829 92,829 11,192 144.851

Commitment regarding retirement schemes with defined benefits ex Christian Salvesen UK

On 31 March 2009, an agreement regarding the financing of the current deficit in English retirement schemes with defined benefits has been signed between the Group and the trustee board representing the fund of the retirement schemes with defined benefits ex-Christian Salvesen in England.

The Group is obliged to provide an annual financing of $\&7.5$ million (8.8 million euros) plus the costs of operating the fund until 2022 inclusive. To 30 June 2013, the Group financed 5.2 million euros for 2013.

• Commitments received

Commitment regarding available credit lines

The available credit lines not used are detailed in note III o) Borrowings, para. Liquidity risk.

Liabilities guarantees

The Group enjoys liabilities guarantees for the acquisition of Ancenis Lavages, Brune Lavage, Nova Natie, TDG and Fiege.

Liabilities guarantees received in June 2013: Amount of deductibles: 2.9 million euros

Maximum ceiling: 55.8 million euros Date of end of use: June 2014: 55.1 million euros Beyond: 28.9 million euros

The Group enjoys liabilities guarantees for the acquisition of APC: indemnity of euro / euro for all declarations (no deductible, no ceiling, nor term).

The Group has also received guarantees in the context of the acquisition of John Keells. They run from 31/10/2012 for a term of 3 years (no deductible, no ceiling).

v) Events after closing

On 4 July 2013, all Norbert Dentressangle SA shares were listed for DUAL LISTING trading on the regulated market of NYSE Euronext in London ("NYSE Euronext London"). The start of trading of the Shares on the NYSE Euronext London and their inclusion on the "Standard" segment of the Official List of the UKLA occurred, on 4 July 2013, at the end of the approval process by the British regulatory and supervisory authority for regulated markets.

On 9 July 2013, the Group announced the creation of a company with the Danone group in the area of logistics and transport of temperature-control chilled products in Russia. This company will manage and optimise the distribution of dairy products from Danone Group companies in Russia. In addition, the company, as a true operator on the logistics market in Russia, intends to offer its logistics services to industrialists and distributors alike. In an initial phase, this company should achieve an annual turnover of around 60 million euros and employ 300 people in Russia.

On 15 July 2013, Norbert Dentressangle signed a protocol regarding the acquisition of the freight forwarding business from the Daher Group, representing a network of 8 branches in France and 3 in Russia. The area to be ta French unfair competition authorities.

Certification of the half-year financial statements

Lyon, 31st July 2013

I hereby certify that to the best of my knowledge the condensed accounts for the past halfyear were produced in accordance with the applicable standards and provide a faithful image of the assets, the financial situation and the result of the company and of all the businesses included in the consolidation and that the half-yearly business report attached hereto presents a faithful statement of the important events occurring during the first six months of the year, their impact on the accounts, the main transactions between related parties and a description of the main risks and main uncertainties for the remaining six months of the year.

Hervé Montjotin CEO

Norbert Dentressangle

Period from 1st January 2013 to 30 June 2013

Statutory auditor's review report on the first half-yearly financial information for 2013

To the Shareholders,

In compliance with the assignment entrusted to us by your annual general meetings and in accordance with the requirements of article L. 451-1-2 III of the French monetary and financial code (Code monétaire et financier), we hereby report to you on:

• the review of the accompanying condensed half-yearly consolidated financial statements of Norbert Dentressangle, for the period from January 1 to June, 30, 2013 and
• the verification of the information contained in the interim management report.

These condensed half-yearly consolidated financial statements are the responsibility of your executive board. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the condensed half-yearly consolidated financial statements are not prepared in all material respects in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.

Without qualifying our conclusion, we draw your attention to the notes II.b and III.r to the condensed half-yearly consolidated financial statements which sets out impact of the first application of the standard IAS 19 revised.

2. Specific verification

We have also verified the information presented in the interim management report in respect of the condensed half-yearly financial statements subject to our review.

We have no matters to report as to its fair presentation and its consistency with the condensed half-yearly financial statements.

Lyon and Paris-La-Défense, July, 31, 2013

The statutory auditors French original signed by

GRANT THORNTON Membre français de Grant Thornton International ERNST & YOUNG et Autres

Robert Dambo Jean-Pierre Letartre Nicolas Perlier