Greenyard NV — Audit Report / Information 2015

Aug 19, 2015

Deloitte.

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises President Kennedypark 8a 8500 Kortrijk Belgium Tel. + 32 56 59 45 40
Fax + 32 56 59 45 41 www.deloitte.be

Greenyard Foods NV

Report of the statutory auditor related to the advice of the committee of three independent directors and minutes of the board of directors in the context of article 524 of the Belgian Companies Code

FREE TRANSLATION

Deloitte.

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises President Kennedypark 8a 8500 Kortrijk Belgium Tel. + 32 56 59 45 40 Fax + 32 56 59 45 41 www.deloitte.be

Greenyard Foods NV

Report of the statutory auditor related to the advice of the committee of three independent directors and minutes of the board of directors in the context of article 524 of the Belgian Companies Code

To the Board of Directors

Within the context of article 524 §3 of the Belgian Company Code we took note of the following documents:

• The advice dated 8 May 2015 of the committee of independent directors addressed to the Board of Directors in the context of article 524 §2 of the Belgian Company Code;
• The minutes of the Board of Directors meetings held 8 May 2015;
• The valuation report in the context of article 524 §2 of the Belgian Company Code from the independent expert, $\bullet$ BNP Paribas Fortis Corporate Finance, dated 5 May 2015.

The advice and minutes mentioned above are submitted to and approved by the Board of Directors of Greenyard Foods NV and relate to:

• The partial demerger of De Weide Blik NV, resulting in a contribution in the Company of 95,39% of the shares of FieldLink NV and a debt in favour of FieldLink NV, compensated by issuance of new shares of the Company to the shareholders of De Weide Blik NV;
• The contribution in kind of the remaining 4,61% of the shares of FieldLink NV in the Company, compensated by $\bullet$ issuance of new shares of the Company;
• The contribution in kind of all shares of Peatinvest NV in the Company, compensated by issuance of new shares of $\bullet$ the Company;
• The commitment of GIMV-XL Partners Invest Comm. V and Adviesbeheer GIMV-XL NV ("GIMV") to exercise its 2.400.000 warrants of the Company to subscribe to a capital increase within the Company for an amount of EUR 25.584 (000) and the commitment of the Company to an early repayment of all amounts due within the subordinated loan agreement with Gimv.

Related to the partial demerger of De Weide Blik NV by acquisition by the Company and the contribution in kind in the Company of the remaining 4,61% of the FieldLink NV shares, both compensated by issuance of new shares of the Company, the procedure prescribed in article 524 of the Belgian Company Code needs to be applied due to the fact that Deprez Holding NV holds a direct participation of 51% in De Weide Blik NV, holding in its turn 95,39% of the FieldLink NV shares, and holds via its subsidiaries Food Invest International NV and 2D NV a participation amounting to 46,14% in Greenyard Foods NV. On top of that the shareholders agreement between Deprez Holding NV and Union Fermiere Morbihannaise SCA ("UFM") causes the UFM voting rights on its Greenyard Foods NV shares being transferred to Deprez Holding NV. As a consequence Deprez Holding NV possesses 50,04% of the voting rights of Greenyard Foods NV.

T.

Deloitte.

Related to the contribution in kind in the Company of all Peatinvest NV shares compensated by issuance of new shares of the Company the procedure prescribed in article 524 of the Belgian Company Code needs to be applied due to the fact that Deprez Holding NV holds a direct participation of 95,12% in Peatinvest NV and holds via its subsidiaries Food Invest International NV and 2D NV a participation amounting to 46,14% in Greenyard Foods NV. On top of that, the shareholders agreement between Deprez Holding NV and Union Fermiere Morbihannaise SCA ("UFM") causes the UFM voting rights on its Greenyard Foods NV shares being transferred to Deprez Holding NV. As a consequence Deprez Holding NV possesses 50,04% of the voting rights of Greenyard Foods NV.

Related to the commitment of GIMV-XL Partners Invest Comm. V and Adviesbeheer GIMV-XL NV ("Gimv") to exercise its 2.400,000 warrants of the Company to subscribe to a capital increase in the Company for an amount of EUR 25.584 (000) and the commitment of the Company to an early repayment of all amounts due within the subordinated loan agreement with Gimv the procedure prescribed in article 524 of the Belgian Company Code needs to be applied due to the fact that these commitments of both Gimv and the Company shares form an inseparable entirety with the above mentioned contributions in kind and partial demerger.

The contemplated transaction is motived from an economic and financial context.

Within the framework of article 524 83 of the Belgian Company Code the statutory auditor issues an opinion on the fairness of the information mentioned in the advice of the independent directors committee and in the minutes of the Board of Directors. This opinion should be attached to the minutes of the Board of Directors.

We have checked the fairness of the information mentioned in the advice of the independent director's committee and in the minutes of the Board of Directors.

Based on our work performed we did not identify any elements that would lead us to decide that the information mentioned in the advice of the independent directors committee and in the minutes of the Board of Directors would not be fair.

This report was prepared for the sole use of the Board of Directors of the Company within the context of the application of article 524 of the Belgian Company Code. Hence it cannot be used for any other purpose.

Kortrijk, 12 May 2015

DELOITTE Bedriifsrevisoren / Reviseurs d'Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by

Mario Dekeyser

Kurt Dehoorne

Annex:

• Advice of the committee of independent directors dated 8 May 2015 within the framework of article 524 §2 of the Belgian Company Code
• Minutes of the Board of Directors held on 8 May 2015
• Valuation report of the independent expert dated 5 May 2015 within the framework of article 524 of the Belgian Company Code