Apetit Oyj

Quarterly Report • May 8, 2013

Apetit Plc Interim Report January-March 2013

First quarter (January-March)

• Consolidated net sales amounted to EUR 100.0 (79.4) million, up by 26 per cent.
• Operating profit, excluding non-recurring items, was EUR 1.3 (-0.5) million; non-recurring items totalled EUR -0.2 (-0.1) million.
• Earnings per share came to EUR 0.16 (-0.09).
• The Annual General Meeting of 26 March 2013 decided to change the company's name to Apetit Plc. The name was entered in the Trade Register on 7 May 2013.

The information in this Interim Report has not been audited. The figures in parentheses are the equivalent figures for the same period in 2012, unless stated otherwise.

Matti Karppinen, CEO:

"The Annual General Meeting took the decision to change the Group's name, and this is now our first day as Apetit Plc. Our new name reflects our current businesses much better and will also support efforts to strengthen our position now and in the coming years.

"The net sales of the Apetit Group grew strongly during the first quarter in comparison with last year. The Group's first-quarter operating profit, excluding non-recurring items, was also significantly better. All businesses except for Seafood improved their operating profit, excluding non-recurring items. Seafood's result was disappointing, and was down of the previous year's first-quarter figure. Seafood's profitability is at an unsatisfactory level and we have begun steps to improve its financial performance.

"We have also decided to launch a restructuring project which will look at combining into an integrated entity the company's present Finnish-based consumer businesses. By revising the structure and operating procedures of the consumer businesses, the aim is to further boost Apetit's standing among consumers as their preferred food solution and to be the preferred partner for our customers. This will require raising the consumer and customer orientation of our business to quite a new level.

"The company has previously combined businesses successfully, when it brought together the two components of the Grains and Oilseeds business. The current plan of combining Apetit Pakaste, the Finnish Seafood business, Caternet Finland and the support functions for these is a natural step forward in the company's drive to improve profitability and strengthen its growth prospects. The new business structure is expected to be ready by the end of 2013," says Matti Karppinen.

KEY FIGURES

EUR million	Q1/2013	Q1/2012	Change	2012
Net sales	100.0	79.4	26%	378.2
Operating profit, excluding non recurring items	1.3	-0.5		8.8
Operating profit	1.2	-0.6		8.5
Profit before taxes	0.7	-0.7		7.5
Profit for the period	0.7	-0.7		6.7
Earnings per share, EUR	0.16	-0.09		1.07

NET SALES AND PROFIT

Consolidated net sales in January-March were up significantly compared with the same period a year earlier. Net sales were up in all businesses. Net sales in the Other Operations segment grew the most, due to the impact of Caternet.

Operating profit, excluding non-recurring items, also showed a significant year-on-year improvement, and amounted to EUR 1.3 (-0.5) million. Non-recurring items totalled EUR -0.2 (-0.1) million. All businesses except Seafood posted a year-on-year improvement in their operating profit, excluding non-recurring items. In the Other Operations segment, the improvement in this figure was especially attributable to the good result from the associated company Sucros. The operating profit includes EUR 0.6 (0.3) million as the share of the profits of associated companies.

The net figure for financial income and expenses was EUR -0.5 (-0.1) million. This includes valuation items of EUR -0.1 (0.1) million with no cash flow implications. Financial expenses also include EUR -0.2 (-0.2) million as the share of the Avena Nordic Grain Group's profit attributable to the employee owners of Avena Nordic Grain Oy.

Profit before taxes was EUR 0.7 (-0.7) million. The profit for the period was EUR 0.7 (-0.7) million, and earnings per share amounted to EUR 0.16 (-0.09).

FINANCING AND BALANCE SHEET

The Group's liquidity remained good and its financial position is strong.

The first-quarter cash flow from operating activities after interest and taxes amounted to EUR 10.6 (-2.5) million. The impact of the change in working capital was EUR 8.4 (-2.4) million. Working capital was released in the Grains and Oilseeds business during the first quarter.

The net cash flow from investing activities was EUR -0.5 (-6.3) million. The cash flow from financing activities came to EUR -12.9 (4.2) million, and this included short-term loan repayments EUR -10.0 (in Q1/2012 withdrawals 4.1) million. The net change in cash and cash equivalents was EUR -2.8 (-4.6) million.

At the end of the period the Group had EUR 26.3 (17.0) million in interest-bearing liabilities and EUR 2.6 (4.8) million in liquid assets. Net interest-bearing liabilities totalled EUR 23.7 (12.3) million. The consolidated balance sheet total stood at EUR 214.9 (208.6) million and shareholders' equity amounted to EUR 136.2 (133.1) million. The equity ratio was 63.3 per cent (63.8%) and gearing was 17.4 per cent (9.2%). Commercial papers issued for the Group's short-term financing stood at a total value of EUR 19.0 (0.0) million at the end of the period. The Group's liquidity is secured with committed credit facilities; a total of EUR 25.0 (22.0) million was available in credit at the end of the first quarter. A total of EUR 0.0 (3.0) million of credit was in use.

INVESTMENT

Investment in non-current assets during January-March totalled EUR 0.5 (0.8) million.

PERSONNEL

The Group employed an average of 755 (600) people. The year-on-year increase was mainly due to the acquisition of Caternet at the end of March 2012, and its subsequent incorporation into the Other Operations segment.

OVERVIEW OF OPERATING SEGMENTS

Frozen Foods

EUR million	Q1/2013	Q1/2012	Change	2012
Net sales	13.2	12.7	4%	46.9
Operating profit, excluding non recurring items	0.4	0.2		2.6
Operating profit	0.4	0.2		2.6

First-quarter net sales in Frozen Foods were up on the previous year's level. Sales to retailers and for export increased, while sales to the professional food service sector were at the same level and sales to the food industry were down year on year. Among the different product groups, sales of frozen ready meals and frozen potato products increased and sales of frozen vegetables decreased a little compared with a year earlier. Growth was especially high in oven-ready gratin products as a result of the new gratins brought to market at the end of 2012. Sales of the Apetit Kotimainen range grew by 18 per cent compared with the same period in 2012. During the first quarter a new carrot soup was added to the Kotimainen range.

Frozen Foods' first-quarter operating profit, excluding non-recurring items, was up compared with the same period a year earlier.

An average of 180 (177) people were employed in the Frozen Foods business in the January-March.

First-quarter investment totalled EUR 0.0 (0.5) million.

Seafood

EUR million	Q1/2013	Q1/2012	Change	2012
Net sales	25.1	20.1	25%	93.0
Operating profit, excluding non-recurring items	-0.9	-0.8		-0.4
Operating profit	-0.9	-0.8		-0.4

First-quarter net sales of the Seafood business were up considerably year on year. This increase occurred in Finland, Sweden and Norway. The seasonal Easter sales were very good, and in contrast to 2012 the whole of the Easter period occurred during the first quarter.

The news logistics operating model introduced in the Seafood business in Finland in summer 2012 resulted in higher sales of fresh salmon products. In January-March, sales of fresh salmon products were up considerably, while fish product sales were at the same level as a year earlier. In Norway and Sweden, Seafood's net sales showed a year-on-year increase. In Norway, fish product sales were up, and in Sweden the increase was especially in shellfish products.

Seafood's first-quarter operating profit, excluding non-recurring items, fell short of the level reached a year earlier. The figures for profitability in the Seafood business in Sweden and Norway showed an improvement. In Finland, profitability was adversely affected by the strong rise in raw material prices, which could not be passed on in full to final product prices. In the Finnish Seafood business, measures were begun for improving profits and profitability. The operating profit took account of a change in the fair value of currency hedges, amounting to EUR 0.2 (-0.3) million. The share in the profit of associated company Taimen was EUR -0.2 (-0.1) million.

An average of 352 (343) people were employed in the Seafood business in the first quarter of 2013.

Investment in the Seafood business totalled EUR 0.1 (0.2) million. This investment was on production plant renovation projects.

Grains and Oilseeds

EUR million	Q1/2013	Q1/2012	Change	2012
Net sales	54.8	46.5	18%	215.8
Operating profit, excluding non-recurring items	1.7	1.4		6.5
Operating profit	1.7	1.4		6.5

First-quarter net sales in the Grains and Oilseeds business were up significantly compared with the same period a year earlier. Both sales volumes and world market prices in the grain trade and for oilseed products were higher than a year earlier. Sales of packaged vegetable oils to the professional food service sector and the food industry continued to grow, and were almost 30 per cent higher than in the first quarter of 2012.

First-quarter operating profit in the Grains and Oilseeds business, excluding non-recurring items, was up year on year. Profitability improved in oilseeds in particular, thanks to the improved price ratio between raw materials and expeller.

An average of 69 (70) people were employed in the Grains and Oilseeds business in the first quarter.

Investment in the Grains and Oilseeds business totalled EUR 0.3 (0.0) million. This was mainly on the construction of a new oil storage facility at the vegetable oil milling plant.

Other Operations

EUR million	Q1/2013	Q1/2012	Change	2012
Net sales	8.0	0.5	1460%	26.7
Operating profit, excluding non-recurring items	0.1	-1.4		0.2
Operating profit	-0.1	-1.5		-0.1

Other Operations comprise the service company Apetit Suomi Oy, Group Administration, Caternet Finland Oy, items not allocated under any of the business segments, and the associated company Sucros Ltd. The commercial operations of Ateriamestarit Oy, which was part of Other Operations, were discontinued at the end of 2012. The cost of services produced by Apetit Suomi Oy has been allocated to the Group's businesses in proportion to their use of the services.

First-quarter net sales in the Other Operations segment were up substantially year on year, due to the acquisition of Caternet Finland Oy at the end of March 2012 and its subsequent incorporation into the Other Operations segment. Caternet's net sales in January-March were down compared with the same period a year earlier. Caternet's the first quarter result was a disappointment. Sales and profitability were adversely affected by the rises in vegetable, fruit and fish raw material prices, which were greater and more rapid than expected. Some customers switched to purchasing vegetable and fruit without pre-preparation. In addition, the rapid increases in raw material costs could not be passed on in full to final product prices. Caternet's net sales is increased by the sales commission it gains for product sales by Apetit Ammattilaiset, which was set up within Caternet at the start of the year and has responsibility for professional food service sector sales, including those by Apetit frozen food and fish products.

The segment's first-quarter operating profit, excluding non-recurring items, showed a substantial year-on-year growth and amounted to EUR 0.1 (-1.4) million. Non-recurring items amounted to EUR -0.2 (-0.1) million and comprised expenses paid to external consultants in the arbitration court case concerning the shareholder agreement dispute between Apetit Plc and Nordic Sugar. The share of the profits of associated companies was EUR 0.8 (0.4) million.

A sum of EUR 1.1 million under the terms of the acquisition of Caternet Finland Oy was recognised under other income from business activities in the operating profit for Other Operations as the reduction in the estimate of the additional purchase price tied to the operating profit of 2013.

Investment in non-current assets in Other Operations totalled EUR 0.1 (0.1) million. This investment was in a new salad line area at Caternet.

An average of 153 (11) people were employed in Other Operations in the first quarter of 2013. The year-on-year increase was mainly due to the acquisition of Caternet at the end of March 2012, and its subsequent incorporation into the Other Operations segment.

Shareholder agreement dispute between Apetit Plc and Nordic Sugar

Apetit Plc (20%) and Nordic Sugar Oy (80%) are joint owners of Sucros Ltd. The shareholder agreement that was drawn up when Sucros Ltd was established includes special minority owner protection for Apetit Plc as the minority owner.

Apetit Plc asserts that the majority shareholder has repeatedly violated Apetit Plc's minority rights. In October 2011, Apetit Plc decided to submit the issue to the arbitration court, because despite the objections made the majority owner had not rectified its practices that are in breach of the shareholder agreement.

Apetit Plc considers that Nordic Sugar has committed a total of three breaches of the agreement. Under the terms of the shareholder agreement each proven breach will incur a contractual penalty of EUR 8.9 million, and so the contractual penalty could total a maximum of almost EUR 27 million. For its part, Nordic Sugar has requested the Central Chamber of Commerce's Arbitration Tribunal to impose a contractual penalty of EUR 4.5 million on Apetit Plc on the grounds that the latter committed a breach of shareholder agreement in connection with the dismissal of Sucros Ltd's managing director. Both parties have denied the breaches of agreement claimed by the other party.

The arbitration court procedure is expected to continue into the second half of 2013.

DECISIONS OF THE ANNUAL GENERAL MEETING

Apetit Plc's Annual General Meeting was held in Säkylä on 26 March 2013. The Annual General Meeting adopted the parent company's financial statements and the consolidated financial statements, and discharged the members of the Board of Directors and of the Supervisory Board and the Chief Executive Officer from liability for the financial year 2012.

Appointment of members of the Supervisory Board and members of the Nomination Committee

It was confirmed that the Supervisory Board shall have 19 members appointed by the Annual General Meeting. Six persons were appointed to replace members of the Supervisory Board completing their term. Heikki Aaltonen, Jussi Hantula, Risto Korpela and Esa Ruohola were re-elected. Jonas Laxåback and Timo Ruippo were elected as new members of the Supervisory Board.

Esko Eela and Heikki Laurinen were appointed as members of the Supervisory Board's Nomination Committee, which makes preparations regarding the selection of members for the Board of Directors. In addition, the Nomination Committee includes the Supervisory Board's chairman and deputy chairman, and the chairman of the Board of Directors.

Dividend distribution

The Annual General Meeting decided to distribute a dividend of EUR 0.90 per share, in accordance with the Board's proposal. The dividend was paid on 9 April 2013.

Amending the company's Articles of Association

The general meeting resolved that article 1 of the company's Articles of Association be amended as follows:

1 § Company name and domicile

The name of the company is Apetit Oyj, in Swedish Apetit Abp and in English Apetit Plc. The company's domicile is Säkylä.

SHARES AND TRADING

The number of Apetit Plc shares traded on the stock exchange during the January-March period was 235,431 (356,323), representing 3.7 per cent (5.5%) of the total number of shares. The highest share price quoted was EUR 16.63 (16.77) and the lowest EUR 14.41 (14.37). The average price of shares traded was EUR 15.46 (15.42). The share turnover for the period was EUR 3.6 (5.5) million. At the end of March, the market capitalisation totalled EUR 98.0 (91.6) million.

At the close of the first quarter, the company had in its possession a total of 130,000 of its own shares acquired during previous years, with a combined nominal value of EUR 0.26 million. These treasury shares represent 2.1 per cent of the company's total number of shares and total number of votes.

CORPORATE ADMINISTRATION AND AUDITORS

At its organisational meeting on 16 April 2013, Apetit Plc's Supervisory Board appointed Timo Miettinen as chairman and Marja-Liisa Mikola-Luoto as deputy chairman of the Supervisory Board.

Aappo Kontu, Tuomo Lähdesmäki, Veijo Meriläinen, Samu Pere, Matti Tikkakoski and Helena Walldén were appointed as members of the company's Board of Directors. Aappo Kontu was appointed as chairman of the Board of Directors and Veijo Meriläinen as deputy chairman.

Hannu Pellinen, APA, and PricewaterhouseCoopers Oy Authorised Public Accountants, with Tomi Moisio, APA, CPFA as responsible auditor, were appointed as auditors for Apetit Plc by the Annual General Meeting on 26 March 2013.

SEASONALITY OF OPERATIONS

In accordance with the IAS 2 standard, the historical cost of inventories includes a systematically allocated portion of the fixed production overheads. In production that focuses on seasonal crops, raw materials are processed into finished and semi-finished products mainly during the final quarter of the year, which means that the inventory volumes and balance-sheet values are at their highest at the end of the year. Since the entry of the fixed production overheads included in the historical cost as an expense item is deferred until the time of sale, most of the Group's annual profit is accrued in the final quarter. The seasonal nature of operations is most marked in Frozen Foods and in the associated company Sucros, due to the link between production and the crop harvesting season.

In the Seafood business, the sales of Apetit Kala Oy and Myrskylän Savustamo Oy peak at weekends and on holidays. A significant proportion of the entire year's profit in the Seafood business depends on the success of the Christmas season. The profit accumulated by the Taimen Group, which reports as an associated company, is normally smaller during the summer months than at other times of the year, due to the growing season for fish. As Easter can take place in either the first or the second quarter, this can affect the comparability of net sales and profit in the Frozen Foods and Seafood businesses between different years. Net sales in the Grains and Oilseeds business vary from one year and quarter to the next to a greater extent than in the other businesses, being dependent on the demand and supply situation and on the price level in Finland and other markets.

SHORT-TERM RISKS AND UNCERTAINTIES

The most significant short-term risks for the Apetit Group concern the following: the management of raw material price changes and currency risks; the impact of the rise in energy prices; availability of raw materials; the solvency of customers and the delivery performance of suppliers and service providers; changes in the Group's business sectors and customer relationships; the arbitration court case; any claim for recovery of investment grants received; and the integration processes following corporate acquisitions.

MATERIAL EVENTS SUBSEQUENT TO THE END OF THE REVIEW PERIOD

On 3 May 2013, the company informed about the Board member Matti Tikkakoski's announcement that he is resigning his membership of the Board, to take effect on 3 May 2013, as he is to take up the duties of Board chairman at Finnprotein Oy.

On 7 May 2013, the company's name was registered as Apetit Plc. The company's trading code is APETI.

On 8 May 2013, Apetit Plc announced its launch of a restructuring project which will look at combining into an integrated entity the company's present Finnish-based consumer businesses. By revising the structure and operating procedures of the consumer businesses, the aim is to further boost Apetit's standing among consumers as their preferred food solution and to be the preferred partner for our customers.

The company has previously combined businesses successfully, when it brought together the two components of the Grains and Oilseeds business. The current plan of combining Apetit Pakaste, the Finnish Seafood business, Caternet Finland and the support functions for these is a natural step forward in the company's drive to improve profitability and strengthen its growth prospects.

The new business structure is expected to be ready by the end of 2013. The restructuring should improve the cost efficiency of the business. The potential impact of the project in euro terms will be reviewed later as the project progresses. The likely effect of the restructuring on the Group's reportable segments will also be separately assessed as the project progresses towards implementation.

OUTLOOK FOR 2013

Net sales for 2013 are expected to show a year-on-year increase as a result of the acquisition made in 2012 and achievement of organic growth. The Group's net sales will be affected particularly by the level of activity in the grain and oilseed markets and by changes in the price level of grains and oilseeds.

As a result of growth and the development measures undertaken in the Group's businesses, the 2013 consolidated operating profit, excluding non-recurring items, is expected to improve on the 2012 figure. The profit improvement is expected to be strongest in the first six months of the year. The accrual of Apetit Plc's annual profit is typically weighted towards the end of the year, due to the nature of operations in the Frozen Foods business, the Seafood business and the associated company Sucros.

The 2013 result could also be affected significantly by the outcome of the shareholder agreement dispute concerning Sucros, which is expected to be announced in the second half of 2013.

PUBLICATION DATES FOR FINANCIAL REPORTS

The following Interim Reports will be published during 2013: January-June on 14 August at about 8.30 am, and January-September on 6 November at about 8.30 am.

CONSOLIDATED INCOME STATEMENT

EUR million

	Q1	Q1	Q1-Q4
	2013	2012	2012
Net sales	100,0	79,4	378,2
Other operating income	1,6	0,3	2,5
Operating expenses	-99,1	-79,1	-368,6
Depreciation	-1,8	-1,5	-7,0
Impairments	0,0	0,0	-0,3
Share of profits of associated companies	0,6	0,3	3,7
Operating profit	1,2	-0,6	8,5
Financial income and expenses	-0,5	-0,1	-1,0
Profit before taxes	0,7	-0,7	7,5
Income taxes	0,0	0,1	-0,8
Profit for the period	0,7	-0,7	6,7
Attributable to
Equity holders of the parent	1,0	-0,6	6,6
Non-controlling interests	-0,3	-0,1	0,1
Basic and diluted earnings per share,
calculated of the profit attributable to the
shareholders of the parent company, EUR	0,16	-0,09	1,07
STATEMENT OF COMPREHENSIVE INCOME EUR million
	Q1	Q1	Q1-Q4
	2013	2012	2012
Profit for the period	0,7	-0,7	6,7
Other comprehensive income
Items which may be reclassified subsequently to profit or loss:
Cash flow hedges	-0,1	-0,3	0,3
Taxes related to cash flow hedges	0,0	0,1	-0,1
Translation differences	-0,2	0,2	0,7
Total comprehensive income	0,4	-0,7	7,6
Attributable to
Equity holders of the parent	0,6	-0,6	7,6
Non-controlling interests	-0,3	-0,1	0,1

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR million

	31 March	31 March	31 Dec
ASSETS	2013	2012	2012
Non-current assets
Intangible assets	10,2	11,4	10,6
Goodwill	11,9	11,8	12,1
Tangible assets	48,7	51,4	49,8
Investment in associated companies	36,1	33,2	35,5
Available-for-sale financial assets	0,1	0,1	0,1
Receivables	0,4	0,5	0,4
Deferred tax assets	2,8	2,2	2,5
Non-current assets total	110,2	110,4	111,0
Current assets
Inventories	67,2	57,3	79,4
Receivables	34,4	35,9	36,9
Income tax receivable	0,5	0,2	0,4
Financial assets at fair value through profits	0,1	0,1	0,1
Cash and cash equivalents	2,5	4,7	5,2
Current assets total	104,7	98,1	122,0
Total assets	214,9	208,6	233,0
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
EUR million
	31 March	31 March	31 Dec
	2013	2012	2012
EQUITY AND LIABILITIES Equity attributable to the equity holders of the parent	133,6	130,5	138,4
Non-controlling interests	2,5	2,7	2,8
Total equity	136,2	133,1	141,2
Non-current liabilities
Deferred tax liabilities	5,6	5,7	5,9
Long-term financial liabilities	5,5	11,7	5,6
Non-current provisions	0,4	0,4	0,4
Other non-current liabilities	5,0	8,5	7,5
Non-current liabilities total	16,5	26,3	19,5
Current liabilities
Short-term financial liabilities	20,8	5,3	30,8
Income tax payable	0,5	0,6	0,2
Trade payables and other liabilities Short-term provisions	41,0 0,1	43,0 0,2	41,2 0,1

Current liabilities total 62,3 49,1 72,3 Total liabilities 78,8 75,4 91,8 Total equity and liabilities 214,9 208,6 233,0

Apetit Plc Interim Report 1 January – 31 March 2013 11

CONSOLIDATED STATEMENT OF CASH FLOWS

EUR million
	Q1	Q1	Q1-Q4
	2013	2012	2012
Net profit for the period	0,7	-0,7	6,7
Adjustments, total	3,0	1,5	5,4
Change in net working capital	8,4	-2,4	-24,2
Interests paid	-1,0	-0,1	-1,9
Interests received	0,0	0,0	0,2
Taxes paid	-0,5	-0,7	-2,3
Net cash flow from operating activities	10,6	-2,5	-16,1
Investments in tangible and intangible assets	-0,5	-0,8	-3,9
Proceeds from sales of tangible and intangible assets	0,0	0,1	0,1
Acquisition of subsidiaries deducted by cash		-5,6	-6,1
Acquisition of associated companies			0,0
Purchases of other investments		-3,0	-8,0
Proceeds from sales of other investments		3,0	8,1
Dividends received from investing activities			1,0
Net cash flow from investing activities	-0,5	-6,3	-8,8
Proceeds from and repayments of short-term loans	-10,0	4,1	29,2
Proceeds from and repayments of long-term loans	-2,8	0,0	-3,0
Payments of finance lease liabilities	-0,1	0,0	-0,2
Dividends paid			-5,3
Cash flows from financing activities	-12,9	4,2	20,8
Net change in cash and cash equivalents	-2,8	-4,6	-4,1
Cash and cash equivalents at the beginning of the period	5,2	9,3	9,3
Cash and cash equivalents at the end of the period	2,5	4,7	5,2

Purchases of other investments and proceeds from sales of other investments are cash flows related to short-term fixed income funds.

STATEMENT OF CHANGES IN SHAREHOLDERS´EQUITY

• A = Shareholders' equity at 1 January
• B = Adoption of IAS 19R
• C = Revised shareholders' equity at 1 January
• D = Dividend distribution
• E = Transactions with NCI
• F = Other changes
• G = Total comprehensive income
• H = Shareholders' equity at 31 March (previous year revised)

January - March 2013

EUR million

	A	B	C	D	E	F	G	H
Share capital			12,6					12,6
Share premium account			23,4					23,4
Net unrealised gains			-0,2				-0,1	-0,3
Other reserves			7,2					7,2
Own shares			-1,8					-1,8
Translation differences			1,1				-0,2	0,9
Retained earnings			96,0	-5,6	0,0	0,1	1,0	91,5
Attributable to equity holders of the parent			138,4	-5,6	0,0	0,1		0,6 133,6
Non-controlling interests (NCI)			2,8				-0,3	2,5
Total equity			141,2	-5,6	0,0	0,1		0,4 136,2
January - March 2012
EUR million
	A	B	C	D	E	F	G	H
Share capital	12,6		12,6					12,6
Share premium account	23,4		23,4					23,4
Net unrealised gains	-0,4		-0,4				-0,3	-0,7
Other reserves	7,2		7,2					7,2
Own shares	-1,8		-1,8					-1,8
Translation differences	0,4		0,4				0,2	0,7
Retained earnings	95,0	-0,2	94,8	-5,3		0,1	-0,6	89,0
Attributable to equity holders of the parent	136,5		-0,2 136,3	-5,3		0,1		-0,6 130,5
Non-controlling interests (NCI)	2,7		2,7		0,0		-0,1	2,7
Total equity	139,2		-0,2 139,0	-5,3	0,0	0,1		-0,7 133,1

BASIS OF PREPARATION AND ACCOUNTING POLICIES

The Interim Report has been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the EU. The accounting policies adopted are consistent with those of the Group's annual financial statements for the year ended 31 December 2012.

Amendment to IAS 19 'Employee Benefits' eliminates the possibility to use the corridor approach and actuarial gains and losses relating to defined benefit obligations are recognised in the statement of other comprehensive income as they occur. Net interest cost has replaced interest expense and expected return on plan assets. Cost relating to work performed during the period is presented in employment expenses, while net interest is presented in the financing expenses. Previously all defined benefit obligation expenses were presented in the employment expenses. The amendment has been applied retrospectively on the opening balance sheet 2012. Application has increased Group's defined benefit liability by EUR 0,3 million, deferred tax assets by EUR 0.1 million and decreased retined earnings by EUR 0.2 million.

Amendment to IAS 1 'Presentation of Financial Statements' affected the presetation of the statement of other comprehensive income.

SEGMENT INFORMATION

EUR million

• A = Frozen Foods
• B = Seafood
• C = Grains and Oilseeds
• D = Other Operations
• E = Total

Operating segments, January - March 2013

EUR million

	A	B	C	D	E
Total segment sales	13,2	25,1	54,8	8,0	101,1
Intra-group sales	0,0	-0,5	0,0	-0,5	-1,1
Net sales	13,2	24,5	54,8	7,5	100,0
Share of profits of associated companies
included in operating profit		-0,2		0,8	0,6
Operating profit	0,4	-0,9	1,7	-0,1	1,2
Gross investments in non-current assets Corporate acquisitions and other share purchases	0,0	0,1	0,3	0,1	0,5
Depreciations Impairments	0,6	0,5	0,2	0,5 0,0	1,8 0,0
Personnel	180	352	69	153	755
Operating segments, January - March 2012 EUR million
	A	B	C	D	E
Total segment sales	12,7	20,1	46,5	0,5	79,8
Intra-group sales	0,0	0,0	0,0	-0,4	-0,4
Net sales	12,7	20,1	46,5	0,1	79,4
Share of profits of associated companies
included in operating profit		-0,1		0,4	0,3
Operating profit	0,2	-0,8	1,4	-1,5	-0,6
Gross investments in non-current assets Corporate acquisitions and other	0,5	0,2	0,0	0,1	0,8
share purchases				9,7	9,7
Depreciations Impairments	0,6	0,5 0,0	0,2	0,2	1,5 0,0
Personnel	177	343	70	11	600

Apetit Plc Interim Report 1 January – 31 March 2013 15

Operating segments, January - December 2012 EUR million
	A	B	C	D	E
Total segment sales	46,9	93,0	215,8	26,7	382,4
Intra-group sales	-0,2	-1,5	0,0	-2,5	-4,2
Net sales	46,7	91,5	215,7	24,3	378,2
Share of profits of associated companies
included in operating profit		0,0		3,7	3,7
Operating profit	2,6	-0,4	6,5	-0,1	8,5
Gross investments in non-current assets Corporate acquisitions and other	1,8	1,1	0,5	0,6	3,9
share purchases				9,7	9,7
Depreciations	2,4	1,9	0,9	1,8	7,0
Impairments	0,0	0,1		0,2	0,3
Personnel	195	345	70	111	721

KEY INDICATORS

	31 March	31 March	31 Dec
	2013	2012	2012
Shareholders' equity per share, EUR	21,60	21,09	22,37
Equity ratio, %	63,3	63,8	60,6
Gearing, %	17,4	9,2	22,0
Gross investments in non-current assets, EUR million	0,5	0,8	3,9
Corporate acquisitions and other share purchases, EUR million		9,7	9,7
Average number of personnel	755	600	721
Average number of shares, 1,000 pcs	6188	6188	6188

The key figures in this Interim Report are calculated with same accounting principles than presented in the 2012 annual financial statements.

COLLATERALS, CONTINGENT LIABILITIES,

CONTINGENT ASSETS AND OTHER COMMITMENTS

EUR million

	31 March	31 March	31 Dec
	2013	2012	2012
Mortgages given for debts
Real estate and corporate mortgages	2,6	18,5	2,7
Guarantees	10,9	11,2	10,9
Non-cancellable other leases, minimum lease payments
Real estate leases	6,9	6,5	5,8
Other leases	1,4	1,4	1,4
DERIVATIVE INSTRUMENTS
Outstanding nominal values of derivate instruments
Interest rate swaps	5,4		5,4
Forward currency contracts	8,5	12,0	9,3
Commodity derivative instruments	4,1	16,6	9,3
CONTINGENT ASSETS
The present value of proceeds from the sale of
shares in the joint entry account	0,7	0,7	0,7
INVESTMENT COMMITMENTS
Frozen foods		0,4
Seafood		0,0

OTHER COMMITMENTS

Based on the shareholder agreements on the ownership arrangement between Apetit Kala Oy and Taimen Oy, once certain terms and conditions are met the contracting parties are entitled to terminate the cross ownership at fair value. The liability in any termination of ownership EUR 4.8 (4.7) million is, on the basis of IAS 32, recognised under non-current liabilities. The receivable arising in connection with this may not, under IFRS rules, be recognised.

DISPUTES

In October 2011, Apetit group decided to take its dispute with Nordic Sugar concerning breaches of shareholder agreement to arbitration. According to Apetit group, Nordic Sugar has committed a total of three breaches of agreement. Under the terms and conditions of the shareholder agreement, one proven breach will incur a contractual penalty totaling about EUR 8.9 million. Therefore the penalty could total a maximum of nearly EUR 27 million.

Nordic Sugar expressed the view that Apetit group committed a breach of shareholder agreement in connection with the dismissal of Sucros Ltd's managing director, and requested the arbitration court to confirm the breach of shareholder agreement and order Apetit group to pay a contractual penalty of EUR 4.5 million. Apetit's view is that the shareholder agreement was complied with in the dismissal of Sucros Ltd's managing director, and so the compensation claim is unfounded.

Compensation claims related to breaches of agreement have not been recorded in income or expenses. Expenses arising from litigation will be recognised as expenses on an accrual basis.

At the beginning of November 2012, Caternet Finland Oy has received a decision from the Uusimaa Centre for Economic Development, Transport and the Environment reagarding a claim for recovery of investment support that was granted to Caternet's Kivikko plant in 2008-2009. The claim for recovery is due to the change of ownership of the company's share capital on 27 March 2012. The company has found the claim for recovery to be unfounded and has appealed against the decision from Rural Businesses Appeals Board. Postings related to the claim for recovery have not been recognised to the review period or the balance sheet. Contingent liability is EUR 0 - 1.3 million.

ADDITIONAL PURCHASE PRICE

In the terms for acquiring Caternet Finland Oy it was agreed that the price would include a variable element comprising an additional purchase price of EUR 0-6 million, which would be tied to the operating profit for 2012- 2013. The initial estimate of the additional purchase price, which was EUR 3.7 million, was reduced by EUR 1.2 million in regard to the element tied to the operating profit for 2012, and this was recognised as income under other operating income in the operating profit for Other Operations. During January-March 2013 the addional purchase price was reduced by EUR 1.1 million and recognised as income under other operating income in the operating profit for Other Operations in regard to the element tied to the operating profit for 2013.

EVENTS SINCE THE END OF THE REVIEW PERIOD

On 3 May 2013, the company informed about the Board member Matti Tikkakoski's announcement that he is resigning his membership of the Board, to take effect on 3 May 2013, as he is to take up the duties of Board chairman at Finnprotein Oy.

On 7 May 2013, the company's name was registered as Apetit Plc. The company's trading code is APETI.

On 8 May 2013, Apetit Plc announced its launch of a restructuring project which will look at combining into an integrated whole the company's present Finnish-based consumer businesses. The new business structure is expected to be ready by the end of 2013. The restructuring should improve the cost efficiency of the business. The potential impact of the project in euro terms will be reviewed later as the project progresses. The likely effect of the restructuring on the Group's reportable segments will also be separately assessed as the project progresses towards implementation.

CHANGES IN TANGIBLE ASSETS

EUR million
	31 March	31 March	31 Dec
	2013	2012	2012
Book value at the beginning of the period	49,8	37,5	37,5
Additions	0,5	0,8	3,5
Additions through acquisitions		14,2	14,2
Disposals	0,0	0,0	0,0
Depreciations and impairments	-1,4	-1,2	-5,5
Other changes	-0,2	0,1	0,2
Book value at the end of the period	48,7	51,4	49,8

TRANSACTIONS WITH ASSOCIATED COMPANIES AND JOINT VENTURES

	Q1	Q1-Q4
2013	2012	2012
0,1	0,1	1,7
	2,4	8,6
2,5	3,6	13,1
	0,0	0,0
	Q1

	31 March 2013	31 March 2012	31 Dec 2012
Long-term receivables from joint ventures Trade receivables and other receivables from		0,0
associated companies	0,5	0,0	0,7
Trade receivables and other receivables from joint ventures		1,0	0,5
Trade payables and other liabilities to associated companies	0,7	0,4	0,0
Trade payables and other liabilities to joint ventures		0,0	0,0

In Espoo, 8 May 2013

APETIT PLC

Board of Directors