Greenyard NV — Audit Report / Information 2014

May 19, 2015

	General information 4
	Consolidated statement of financial position as at 31 December 2014 6
	Consolidated income statement as for the 12-month period ended December 2014 7
	Consolidated statement of comprehensive income 8
	Consolidated statement of changes in equity 9
	Consolidated statement of changes in equity 10
	Consolidated statement of cash flows 11
	Notes to the consolidated financial statements 12
1	Summary of significant accounting policies 12
1.1	Basis of preparation 12
1.2	Consolidation 15
1.3	Segment reporting 17
1.4	Foreign currency translation 17
1.5	Property, plant and equipment 18
1.6	Intangible assets 19
1.7	Biological assets 19
1.8	Impairment of non-financial assets 20
1.9	Non-current assets (or disposal groups) held for sale and discontinued operations 20
	1.10 Financial instruments: initial recognition and measurement 21
	1.11 Offsetting financial instruments 22
	1.12 Impairment of financial assets 22
	1.13 Derecognition of financial assets 22
	1.14 Derivative financial instruments and hedging activities 23
	1.15 Inventories 23
	1.16 Cash and cash equivalents 23
	1.17 Share capital 24
	1.18 Borrowing costs 24
	1.19 Current and deferred income tax 24
	1.20 Employee benefits 25
	1.21 Provisions for other liabilities and charges 25
	1.22 Revenue recognition 25
	1.23 Interest income 26
	1.24 Dividend income 26
	1.25 Leases 26
	1.26 Dividend distribution 27
	1.27 Non-IFRS measures 27
2	Financial risk management 28
2.1	Financial risk factors 28
2.2	Biological assets 32
3	Critical accounting estimates and judgements 33
4	Segment information 35

5	Non-recurring items 39
6	Property, plant and equipment 41
7	Biological assets 43
8	Intangible assets 44
9	Investments accounted for using the equity method 46
10	Financial instruments by category 47
11	Deferred income tax 48
12	Available-for-sale financial assets 49
13	Assets held for sale 50
14	Trade and other receivables 51
15	Inventories 53
16	Derivative financial instruments 54
17	Financial assets at fair value 55
18	Cash and cash equivalents 56
19	Share capital 57
20	Retained earnings 58
21	Trade and other payables 59
22	Borrowings 60
23	Post-employment benefits 62
24	Provisions for other liabilities and charges 67
25	Expenses by nature 68
26	Employee benefit expense 68
27	Other operating income/(expense) 69
28	Financial income and costs 70
29	Income tax expense 71
30	Contingencies 72
31	Commitments 73
32	Business combinations 74
33	Related parties 75
34	List of consolidated companies 78
35	Events after the reporting period 81
36	Impact of change in accounting policy 81
	Auditor's Report on the consolidated financial statements of FieldLink NV as of and for the year ended 31
	December 2014 82

General information

The FieldLink Group (the 'Group') is a vertically integrated world leader in the sourcing and supply of high quality fresh and fresh-cut fruit and vegetables, with a strong global presence in the fresh produce market and strategically complementary products and services.

The Group has particularly strong presence in Europe, supplying the largest food retailers. The Group's largest market shares by revenue are in the Netherlands, Belgium and Germany and the strong generalist position in these countries is complemented by the broadening of an offering through an increasing specialist presence in France, the United Kingdom and the United States.

The sales operations are supported by strong sourcing capabilities in Europe's most important horticultural countries, such as Spain, Italy and the Netherlands. Furthermore, in order to procure a year-round supply of fresh produce, the Group has developed strong sourcing capabilities in other key exporting countries around the world such as South Africa, Turkey, Chile, Argentina, Brazil, Peru, Costa Rica and Uruguay. This geographic diversity helps the Group to supply its customers with high-quality fresh produce throughout the year.

Till December 2014 the Group owned growing companies located in Turkey, South Africa, Costa Rica, Uruguay, Surinam and Brazil. In order to align the financing needs to the business model, reduce the overall debt position of the Group and emphasise the 'on the farm approach' of these growing operations, these were carved out and sold to The Fruit Farm Group ('TFFG'), this transaction was financed through shareholder equity and the issuance of a bond. The co-operation with TFFG is structured through a marketing agreement where UNIVEG remains the preferred customer through its retailer access.

The source markets and sales markets are connected by strategically located European logistics and distribution capabilities, helping to operate a vertically integrated business model over the entire value chain from production to delivery. The Group has facilities located in key import hubs in the Netherlands, Belgium, Germany and Italy. The Group also operates a network of technologically advanced service and distribution centres, where value-added services, such as cold storage, ripening, order picking and customer label packaging, are provided before distributing produce to customers' own distribution facilities or directly to their stores.

The simplified Group structure is as follows:

FieldLink NV, the Company, was founded on 23 July 2012 and the shareholders were the Deprez Holding, CVC Capital Partners and a STAK (a Dutch foundation) whose share certificates are owned by the management of the Group. On 29 July 2013, Mr. Hein Deprez together with management and a group of investors acquired the stake owned in the Group by CVC Capital Partners.

FieldLink NV is the parent company of the Group. FieldLink NV is a limited liability company incorporated and domiciled in Belgium. The address of its registered office is Strijbroek 10, 2860 Sint-Katelijne-Waver. The consolidated financial statements of the Group as of 31 December 2014 and for the twelve-month period then ended comprise FieldLink NV and its subsidiaries, as outlined in note 34.

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. These Group consolidated financial statements were authorised for issue by the Board of Directors on 1 April 2015. The amounts in this document are presented in thousands of Euros, unless noted otherwise.

Consolidated statement of financial position

as at 31 December 2014

		31 December 2014	31 December 2013
	Note	€'000	REVISED €'000
ASSETS
Property, plant and equipment	6	86.079	121.204
Biological assets	7	18.700	25.573
Intangible assets	8	372.938	369.386
Investments accounted for using the equity method	9	1 0.846	7.111
Deferred income tax assets	11	11.954	7.386
Available-for-sale financial assets	12	187	187
Trade and other receivables	14	28.898	16.290
Non-current assets		529.602	547.137
Biological assets	7	1.187	1.791
Inventories	15	43.371	52.020
Trade and other receivables	14	236.795	236.389
Derivative financial instruments	16	3.130	192
Available-for-sale financial assets	12	529	572
Financial assets at fair value	17	24.809	-
Cash and cash equivalents (excluding bank overdrafts)	18	117.864	82.823
Current assets		427.685	373.787
Assets held for sale	13	5.791	-
Total assets		963.078	920.924
EQUITY AND LIABILITIES
Share capital	19	9.400	6.938
Other components of equity		(5.748)	(4.199)
Retained earnings	20	41.138	23.209
Equity attributable to owners of the parent		44.790	25.948
Non-controlling interests		1.973	3.718
Total equity		46.763	29.666
LIABILITIES
Borrowings	22	284.903	308.105
Deferred income tax liabilities	11	15.527	17.719
Post-employment benefits	23	17.344	14.503
Derivative financial instruments	16	5.361	5.519
Provisions for other liabilities and charges	24	11.58 7	12.655
Non-current liabilities		334.722	358.501
Trade and other payables	21	509.098	497.514
Borrowings	22	62.594	31.080
Derivative financial instruments	16	1.888	3.531
Provisions for other liabilities and charges	24	8.013	632
Current liabilities		581.593	532.757
Total liabilities		916.315	891.258
Total equity and liabilities		963.078	920.924

The consolidated statement of financial position as at 31 December 2013 was revised following the change in accounting policy on biological assets, see basis of preparation.

Consolidated income statement

as for the 12-month period ended December 2014

	Note	31 December 2014 €'000	31 December 2013 €'000
CONTINUING OPERATIONS
Revenue from sales		3.264.701	3.134.565
Cost of sales		(3.052.837)	(2.925.022)
Gross profit/(loss)		211.864	209.543
Selling, marketing and distribution expenses	25	(64.5 76)	(60.258)
General & administrative expenses	25	(112.692)	(109.533)
Other operating income/(expense), net	27	3.687	1.891
Operating profit/(loss) before non-recurring items		38.283	41.643
Non-recurring items	5	15.020	13.884
Operating profit/(loss) after non-recurring items		53.303	- 55.527
Finance income	28	4.595	9.514
Finance costs	28	(44.983)	(43.640)
Net finance income/(costs)		(40.388)	(34.126)
Share of profit/(loss) of equity accounted investments	9	1.559	427
Profit/(loss) before income tax		14.474	21.828
Income tax income/(expense)	29	2.084	(5.575)
			-
Profit/(loss) for the period from continuing operations		16.558	16.253
DISCONTINUED OPERATIONS
Profit/(loss) for the period from discontinued operations		-	(258)
(attributable to owners of the parent)
Profit/(loss) for the period		16.558	15.995
Attributable to:
Owners of the parent company		17.929	16.221
Non-controlling interest		(1.371)	(226)
		16.558	15.995

Consolidated statement of comprehensive income

as for the 12-month period ended 31 December 2014

	31 December 2014 12 months	31 December 2013 12 months
Note	€000	€000
Profit/(loss) for the period	16.558	15.995
Remeasurements on post employment benefit obligations, gross	(3.907)	999
Deferred tax on remeasurements on post employment benefit obligations	1.081	(228)
Items that will not be reclassified to profit or loss	(2.826)	771
Cash flow hedges, gross	1.762	(1.432)
Deferred tax on cash flow hedges	(599)	487
Currency translation differences, gross	(541)	1.176
Fair value reserve	(219)	-
Items that may be reclassified to profit or loss	403	231
Other comprehensive income for the period	(2.423)	1.002
Total comprehensive income for the period	14.135	16.997
Total comprehensive income attributable to:
Owners of the parent company	15.506	17.223
Non-controlling interest	(1.371)	(226)
	14.135	16.997
Total comprehensive income attributable to owners of the parent arises from:
Continuing operations	15.506	17.481
Discontinued operations	-	(258)
	15.506	17.223

Consolidated statement of changes in equity

as at 31 December 2014

		e C At trib uta ble to uity ho lde f th eq rs o om pa ny
	Sh ita l are ca p €0 00	Re tai d ne rni ea ng s €0 00	Ca sh flo w he dg e res erv e €0 00	Fo rei gn cu rre ncy tra lat ion nsa res erv e €0 00	Fa ir v alu e res erv e €0 00	De fin ed be nef it lia bil ity €0 00	To tal €0 00	No n ntr oll ing co int st i ere n uit eq y €0 00	To tal uity eq €0 00
vis Ba lan at 31 De mb 201 3, Re ed ce ce er	6.9 38	23. 209	52) ( 1.3	97) ( 2.4	-	) ( 350	948 25.	18 3.7	29. 666
fit/ ( s) Pro los for th eri od e p		17. 929					17. 929	( 71) 1.3	16. 558
Ca sh flow he dge s, g ros s			1.7 62				1.7 62		1.7 62
Def d ta ash flo w h edg erre x o n c es			( 599 )				( 599 )		( 599 )
Ex cha dif fere n th sla tion of fore ign tion e t nge nce s o ran op era s, g ros s				( 541 )			( 541 )		( 541 )
Re f th e d efin ed ben efit lia bili (as ), g ent ty set me asu rem s o ros s						( 3.9 07)	( 3.9 07)		( 3.9 07)
Def d ta f th e d efin ed ben efit lia bili (as ) ent ty set erre x o n re me asu rem s o						1.0 81	1.0 81		1.0 81
Fai lue r va res erv e					( 219 )		( 219 )		( 219 )
Oth reh siv e i er co mp en nco me	-	-	63 1.1	( 541 )	( ) 219	26) ( 2.8	23) ( 2.4	-	( 23) 2.4
To tal reh siv e i fo r th eri od co mp en nco me e p	-	17. 929	63 1.1	( 541 )	( ) 219	26) ( 2.8	506 15.	71) ( 1.3	135 14.
Ca ital inc p rea se	2.4 62						2.4 62		2.4 62
Sc d o the r ch ope an ang es				874			874	( 374 )	500
Ba lan De mb at 31 201 4 ce ce er	9.4 00	41. 138	) ( 189	64) ( 2.1	( ) 219	76) ( 3.1	790 44.	73 1.9	46. 763

The scope and other changes mainly relate to the carve-out of The Fruit Farm Group in December 2014.

The consolidated equity as at 31 December 2012 and as at 31 December 2013 was revised following the change in accounting policy on biological assets, see note 36.

The effect of the cash flow hedges on other comprehensive income relates to the fair value adjustments on the foreign exchange derivatives (EUR +4,7 million) and fair value adjustments on a part of the interest rate derivatives (EUR -2,9 million). (See note 16)

The effect of the remeasurement of the defined benefit liabilities on other comprehensive income is mainly due to the decrease of the discount rate (EUR -7,9 million), partially offset by the actual return on plan assets (excluding the expected return) (EUR +4,0 million). (See note 23)

Consolidated statement of changes in equity

as at 31 December 2013

	trib uit f th e C At uta ble to ho lde eq y rs o om pa ny						No n
			Ca flo sh w	rei Fo gn		fin De ed		ing ntr oll co
		tai Re d ne	he dg e	cu rre ncy	ir v Fa alu e	nef it be		int st i ere n
	Sh ita l are ca p	rni ea ng s	res erv e	lat ion tra nsa	res erv e	lia bil ity	To tal	uity eq	To tal uity eq
	€0 00	€0 00	€0 00	€0 00		€0 00	€0 00	€0 00	€0 00
Ba lan De mb Re vis ed at 31 201 2, ce ce er	250	6.9 88	( ) 407	73) ( 3.6	-	21) ( 1.1	37 2.0	2.5 91	4.6 28
fit/ Pro ( los s) for th eri od e p	-	16. 221	-	-		-	221 16.	( 226 )	15. 995
Ca sh flow he dge s, g ros s	-	-	32) ( 1.4	-		-	32) ( 1.4	-	( 1.4 32)
Def d ta ash flo w h edg erre x o n c es	-	-	487	-		-	487	-	487
Ex cha dif fere n th sla tion of fore ign tion e t nge nce s o ran op era s, g ros s	-	-	-	76 1.1		-	76 1.1	-	1.1 76
Re f th e d efin ed ben efit lia bili (as ), g ent ty set me asu rem s o ros s	-	-	-	-		999	999	-	999
Def d ta f th e d efin ed ben efit lia bili (as ) ent ty set erre x o n re me asu rem s o	-	-	-	-		( ) 228	) ( 228	-	( ) 228
Oth reh siv e i er co mp en nco me	-	-	( 945 )	76 1.1	-	771	02 1.0	-	1.0 02
To tal reh siv e i fo r th eri od co mp en nco me e p	-	16. 221	( 945 )	76 1.1	-	771	223 17.	( 226 )	16. 997
Ca ital inc p rea se	6.6 88	-	-	-		-	88 6.6	-	6.6 88
Sc d o the r ch ope an ang es	-	-	-	-		-	-	53 1.3	1.3 53
Ba lan 31 De mb 201 3, Re vis ed at ce ce er	6.9 38	23. 209	52) ( 1.3	97) ( 2.4	-	) ( 350	948 25.	18 3.7	29. 666

Consolidated statement of cash flows

for the 12-month period ended 31 December 2014

		31 December 2014	31 December 2013
		12 months	12 months
	Note	€'000	€'000
Net profit/(loss) for the period, including discontinued operations		16.558	15.995
Adjustments for:
Income tax expense/(income)	29	4.164	7.017
Deferred tax expense/(income)	11	(6.248)	(1.443)
Finance income	28	(4.595)	5.288
Finance costs	28	44.983	11.532
Depreciation & amortisation	6,7,8	30.140	26.892
(Gain)/loss on disposal of non-current assets		(26.392)	(25.988)
Bad debt expense		1.366	-
Movement in provisions	24	7.383	(8.505)
Share of (profit)/loss of equity accounted investments	9	(1.559)	(427)
Fair value changes		(5.204)	(3.830)
Foreign exchange losses / gains on operating activities		(7.019)	4.101
Net profit before changes in working capital		53.577	30.632
Changes in working capital:
Inventories	15	1.850	(7.283)
Trade and other receivables	14	(27.766)	2.433
Trade payables and other liabilities	21	34.129	(22.197)
Cash generated from changes in operations		61.790	3.585
Net income tax (paid)/refund		(12.509)	(4.069)
NET CASH GENERATED/(USED) FROM OPERATING ACTIVITIES		49.281	(484)
Purchases of Property, Plant & Equipment	6	(18.571)	(17.872)
Purchases of biological assets	7	(907)	(1.552)
Purchases of intangibles	8	(2.642)	(1.204)
Acquisition of subsidiary, net of cash acquired	32	(5.729)	-
Acquisition of non-controlling interest and other business combinations		(2.653)	-
Proceeds received from sale of Plant, Property & Equipment	6	2.013	341
Proceeds received from sale of a subsidiary, net of cash		51.784	41.786
NET CASH GENERATED/(USED) FROM INVESTING ACTIVITIES		23.295	21.499
Proceeds from equity raised	19	2.462	6.688
Proceeds from borrowings (net of transaction fees)		-	304.695
Repayments of borrowings	22	(33.692)	(273.752)
Movement on revolving credit facility	22	33.800	1.650
Interest paid		(36.550)	(14.400)
NET CASH GENERATED/(USED) FROM FINANCING ACTIVITIES		(33.980)	24.881
NET (DECREASE)/INCREASE IN CASH AND BANK OVERDRAFTS		38.596	45.896
Cash, cash equivalents & bank overdrafts	18	79.268	33.371
CASH, CASH EQUIVALENTS & BANK OVERDRAFTS AT THE BEGINNING OF THE		79.268	33.371
PERIOD
Cash, cash equivalents & bank overdrafts	18	117.864	79.267
Restricted cash
		117.864	79.267
CASH, CASH EQUIVALENTS & BANK OVERDRAFTS AT THE END OF THE PERIOD

Notes to the consolidated financial statements

1 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.

1.1 Basis of preparation

Accounting records and financial reporting framework

The consolidated financial statements for the period ended 31 December 2014 have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union. These include all IFRS standards and IFRIC interpretations issued and effective at 31 December 2014.

These consolidated financial statements are presented in Euro, which is the Group's presentation currency and the functional currency of the Company. All amounts in these consolidated financial statements are presented in thousands of Euro, unless otherwise stated.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

Accounting convention

The consolidated financial statements have been prepared under the historical cost convention, except for financial assets and financial liabilities (including derivative instruments) and the daffodil bulbs (biological assets) which are recognized at fair value.

These financial statements are prepared on an accrual basis and on the assumption that the entity is a going concern and will continue operation in the foreseeable future.

The statement of financial position as at 31 December 2014 shows a net current liability. The Company has sufficient headroom to cover its working capital requirements, taking into account the available (used and unused) revolving credit lines as at 31 December 2014, and the options to further increase the current limits of the revolving credit lines. The Company has sufficient headroom to enable it to comply with the covenant on the existing revolving credit facility on a quarterly basis. This covenant measures the net debt leverage on the last twelve months recurring EBITDA for the continuing business. Furthermore, the projected free cash flows, based on the current business plan, indicate positive cash flow forecasts, which will enable the Company to continue on a going concern basis.

Change in accounting policy

During the year ended 31 December 2013, the Group owned several orchards and other agricultural areas. These were considered as biological assets within the scope of IAS 41 - Agriculture. The Group's related activities included a.o. the farming of these orchards (maintenance, planting & harvesting). Further, the Group also grew flowers and bulbs. Finally, further services included cold-storage, marketing and exports.

In December 2014, the Group sold its fruit plantations and orchards to a related party. In the comparative year 2013, the assets are presented at their historical cost less accumulated depreciation and impairment losses. The Group was unable to measure reliably the fair value of its biological assets, hence historical cost was used as an accounting policy.

Because of the sale of these assets, the Group merely owns daffodil bulbs at the end of the year 2014. The growing and sourcing activity of daffodils is operated in the UK Cornwall region. For this class of agriculture assets, the Group however is able to reliably measure at fair value. Therefore the Group decided to change its accounting policy (specifically for the bulbs) and as from 2014 (post sale), its (remaining) biological assets are measured at fair value. The Group believes that this change in accounting policy will provide more reliable and relevant information about its (remaining) biological assets in the consolidated financial statements. The disposed assets, for which a fair value measurement was not reliably determinable, are still measured at historical cost in the comparative year.

In accordance with IAS 8 'Accounting policies, changes in accounting estimates and errors', the Group has adjusted the amounts related to the daffodil bulbs for the current period and each period presented. Following the change in accounting policy prior years' equity and biological assets were revised with an amount of EUR 6,7 million.

Adoption of new standards and interpretations

The following new standards, amendments to standards and interpretations are mandatory for the first time for the financial year beginning 1 January 2014:

• IFRS 10 'Consolidated financial statements', effective for annual periods beginning on or after 1 January 2014. The new standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements;
• IFRS 11 'Joint arrangements', effective for annual periods beginning on or after 1 January 2014. The new standard focuses on the rights and obligations rather than the legal form. Proportional consolidation is no longer allowed;
• IFRS 12 'Disclosure of interests in other entities', effective for annual periods beginning on or after 1 January 2014. This is a new standard on disclosure requirements for all forms of interests in other entities;
• IAS 27 Revised 'Separate financial statements', effective for annual periods beginning on or after 1 January 2014. The revised standard includes the provisions on separate financial statements that are left after the control provisions of IAS 27 have been included in the new IFRS 10;
• IAS 28 Revised 'Investments in associates and joint ventures', effective for annual periods beginning on or after 1 January 2014. The revised standard now includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11;
• Amendments to IAS 32 'Offsetting financial assets and financial liabilities', effective for annual periods beginning on or after 1 January 2014. The amendments clarify some of the requirements for offsetting financial assets and financial liabilities on the statement of financial position;
• Amendments to IAS 36 'Impairment of assets', effective for periods beginning on or after 1 January 2014. The IASB made consequential amendments to the disclosure requirements of IAS 36 when it issued IFRS 13. One of the amendments was drafted more widely than intended. This limited scope amendment corrects this and introduces additional disclosures about fair value measurements when there has been impairment or a reversal of impairment;

• Amendments to IAS 39 'Financial instruments: Recognition and measurement', effective for annual periods beginning on or after 1 January 2014. These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. Similar relief will be included in IFRS 9 'Financial instruments';

• Amendments to IFRS 10 'Consolidated financial statements', IFRS 11 'Joint arrangements' and IFRS 12 'Disclosure of interests in other entities'. The amendments clarify the transition guidance in IFRS 10, and provide additional transition relief (for example by limiting the requirement to provide adjusted comparative information to only the preceding comparative period or, for disclosures related to unconsolidated structured entities, removing the requirement to present comparative information for periods before IFRS 12 is first applied). These amendments will be effective for annual periods beginning on or after 1 January 2014 which is aligned with the effective date of IFRS 10, 11 and 12;

• Amendments to IFRS 10 'Consolidated financial statements', IFRS 12 'Disclosure of interests in other entities' and IAS 27 'Separate financial statements' for investment entities. Effective for annual periods beginning on or after 1 January 2014. The amendments give an exemption to entities that meet an 'investment entity' definition and which display certain characteristics to account for its subsidiaries at fair value;
• IFRIC 21 'Levies', effective for annual periods beginning on or after 1 January 2014. IFRIC 21 sets out the accounting for a liability to pay a levy if that liability is within the scope of IAS 37. It also addresses the accounting for a liability to pay a levy whose timing and amount is certain;
• Annual improvements to IFRSs 2010-2012 cycle. The improvements made to the standard IFRS 13 'Fair value measurement' will be effective for annual periods beginning on or after 1 January 2014;
• Annual improvements to IFRSs 2011-2013 cycle. The improvements made to the standard IFRS 1 'First-time adoption of International Financial Reporting Standards' will be effective for annual periods beginning on or after 1 January 2014.

The following amendments to standards have been issued and have been endorsed by the European Union, but are not mandatory for the first time for the financial year beginning 1 January 2014:

• Amendments to IAS 19 'Employee benefits', effective for annual periods beginning on or after 1 July 2014. These narrow-scope amendments apply to contributions from employees or third parties when accounting for defined benefit plans. These amendments aim to clarify and simplify the accounting for contributions that are independent of the number of years of service. Such contributions should be recognised as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service;
• Annual improvements to IFRSs 2010-2012 cycle, effective for annual periods beginning on or after 1 July 2014. Within this improvement cycle the following standards are amended: IFRS 2 'Share-based payment', IFRS 3 'Business combinations', IFRS 8 'Operating segments', IAS 16 'Property, plant and equipment' and IAS 38 'Intangible assets' and IAS 24 'Related party disclosures';
• Annual improvements to IFRSs 2011-2013 cycle, effective for annual periods beginning on or after 1 July 2014. Within this improvement cycle the following standards are amended: IFRS 3 'Business combinations', IFRS 13 'Fair value measurement' and IAS 40 'Investment property'.

The following new standards and amendments to standards have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2014 and have not been endorsed by the European Union:

• IFRS 9 'Financial instruments', effective for annual periods beginning on or after 1 January 2018. The new standard addresses the classification, measurement and derecognition of financial assets and financial liabilities;

• IFRS 14 'Regulatory deferral accounts', effective for annual periods beginning on or after 1 January 2016. The new standard allows a first-time adopter, whose activities are subject to rate-regulation, to continue applying most of its current accounting policies for regulatory deferral account balances upon its first-time adoption of IFRS;

• IFRS 15 'Revenue from contracts with customers', effective for annual periods beginning on or after 1 January 2017. IFRS 15 establishes a new five-step model to determine when and at what amount revenue should be recognised. Revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under IFRS;

• Amendments to IAS 1 'Presentation of financial statements', effective for annual periods beginning on or after 1 January 2016. The amendments aim to clarify (a) that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures and (b) the use of professional judgements;
• Amendments to IAS 16 'Property, plant and equipment' and IAS 38 'Intangible assets', effective for annual periods beginning on or after 1 January 2016. The amendments clarify that a revenue-based depreciation method is not appropriate because revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset;
• Amendments to IAS 16 'Property, plant and equipment' and IAS 41 'Agriculture', effective for annual periods beginning on or after 1 January 2016. The amendments change the accounting requirements for biological assets. Under the amendments, biological assets that meet the definition of bearer plants will no longer be within the scope of IAS 41. Instead, IAS 16 will apply. Consequently bearer plants can be measured using either the cost model or revaluation model;
• Amendments to IAS 27 'Separate financial statements', effective for annual periods beginning on or after 1 January 2016. The amendments will allow entities to use the equity method as described in IAS 28 'Investments in associates and joint ventures' to account for investments in subsidiaries, joint ventures and associates in their separate financial statement;
• Amendments to IFRS 10 'Consolidated financial statements' and IAS 28 'Investments in associates and joint ventures', effective for annual periods beginning on or after 1 January 2016. The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture;
• Amendments to IFRS 10 'Consolidated financial statements', IFRS 12 'Disclosure of interests in other entities' and IAS 28 'Investments in associates and joint ventures', effective for annual periods beginning on or after 1 January 2016. These amendments apply to investment entities. The amendments include a definition of an investment entity and provide guidance in applying the definition and also provide relief in particular circumstances for investment entities;
• Amendments to IFRS 11 'Joint arrangements', effective for annual periods beginning on or after 1 January 2016. The amendments clarify the joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business conform IFRS 3 'Business combinations';
• Annual improvements to IFRSs 2012-2014 cycle, effective for annual periods beginning on or after 1 January 2016. Within this improvement cycle the following standards are amended: IFRS 5 'Noncurrent assets held for sale and discontinued operations', IFRS 7 'Financial instruments: disclosures', IAS 19 'Employee benefits' and IAS 34 'Interim financial reporting'.

1.2 Consolidation

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to affect the entity's variable returns through its power over the entity and is exposed to or has the rights to these returns.

The financial statements of the subsidiaries are prepared using the same reporting period as the parent company.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisitionby-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquire is re-measured to fair value at the acquisition date. Any gains or losses arising from such re-measurement are recognised in profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration are recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Intercompany transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Changes in ownership interests in subsidiaries without change of control

Transactions with non-controlling interests that do not result in a loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals of non-controlling interests are also recorded in equity.

Disposal of subsidiaries

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This implies that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

When a subsidiary is partially owned prior to the loss of control, the non-controlling interests held by third parties are not revalued to fair value. As part of the deconsolidation of the subsidiary, the carrying value of the non-controlling interest portion of the subsidiary's net assets is derecognised against the carrying amount of the non-controlling interest, with no gain or loss.

Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, except when the investment is classified as a held for sale asset in accordance with IFRS 5. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's investment in associates includes goodwill identified on acquisition.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group's share of post-acquisition profit or loss is recognised in the income statement, and its share of postacquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to 'share of profit/(loss) of associates' in the income statement.

Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Dilution gains and losses arising in investments in associates are recognised in the income statement.

1.3 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee.

1.4 Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Euro, which is the Group's presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the income statement within 'other operating income / (expense) – net'.

Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
• Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
• All resulting exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

1.5 Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost minus their residual values over their estimated useful lives, as follows:

Item	Years	Method
Motor vehicles - cars	3 – 5	Straight-line
Motor vehicles - forklifts	3 – 5	Straight-line
Hardware	3 – 5	Straight-line
Furniture, and non-electronic office	3 – 5	Straight-line
equipment
Land improvements	3 – 12,5	Straight-line
Plant and machinery	3 – 15	Straight-line
Motor vehicles - trucks	8 – 10	Straight-line
Refurbishment buildings	10 – 25	Straight-line
Buildings	20 – 33	Straight-line

Biological assets	Useful economic life
Annual bulbs	1 to 3 months
Banana plantations	5 years
Multi-year bulbs - non-perennials	11 years
Blueberry plantations	15 years
Orchards	15 - 20 years
Cherry plantations	25 years
Citrus plantations	30 years
Multi-year bulbs - perennials	Indefinite life
Daffodil bulbs	Indefinite life

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Each part of an item of PP&E with a cost that is significant in relation to the total cost of the asset and with a different useful life is depreciated separately.

Significant parts are grouped together in determining the depreciation charge if they have the same useful lives and depreciation methods.

An asset's carrying amount is written down to its recoverable amount when indicators of impairment exist. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Other operating income/(expense), net' in the income statement.

1.6 Intangible assets

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group's interest in net fair value of the net identifiable assets and liabilities (including any contingent liabilities) of the acquiree and the fair value of the non-controlling interest in the acquiree.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs, or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Customer relationships

Customer relationships represent the main intangible assets acquired in the business combination that took place on 1 August 2012 when the Company acquired assets and liabilities of UNIVEG Group NV, together with all the shares of Univeg Holding BV and its subsidiaries (with the exception of the Argentinean operations). Customer relationships were recorded at their fair value at the date of acquisition. Following their initial recognition, customer relationships are carried at cost less any accumulated amortisation and accumulated impairment losses. These assets are amortized on a straight-line basis over their estimated remaining lives. The weighted average remaining lives of our Univeg customer relationships are 25 years.

Trademarks and licences

Trademarks and licences are shown at historical cost less accumulated amortisation and accumulated impairment losses, if any. Trademarks and licences acquired in a business combination are recognised at fair value at the acquisition date. Historical cost includes expenditure that is directly attributable to the acquisition of the items. These intangibles are amortised on a straight-line basis over their useful economic lives.

1.7 Biological assets

The Group operates a growing and sourcing activity of daffodils in the UK Cornwall region at the end of 2014. Flowers are grown using bulbs which are planted providing a yearly flower which is cut and sold. The assets are considered to be biological assets within the scope of IAS 41 'Agriculture'. Given the indefinite useful life of these bulbs, they are classified in the statement of financial position under the non-current assets. The bulbs reproduce themselves every 3 to 5 years resulting in the so-called 'multiplication' effect.

The fruit plantations and orchards and the non-daffodils flower and plants that were owned by the Group during the year ended 31 December 2013 have been sold in December 2014. These assets were kept on the 2013 balance sheet at their historical cost less accumulated depreciation and impairment losses.

The Group was unable to measure reliably the fair value of its biological assets (except daffodil bulbs), hence historical cost was used.

Resulting from this sale, the Group only owns daffodil bulbs at the end of the year 2014. Specifically for these bulbs the Group is able to reliably measure them at their fair value. Therefore the Group decided to change its accounting policy and start measuring its biological assets at fair value instead of keeping them at historical cost less accumulated depreciation and impairment losses.

The most appropriate and representative method for assessing the fair value in accordance with IAS 41 - Biological assets is considered to be the net present value of the daffodil flowers held for production. During 2014, the Group has established, based on historical information, a clear profitability reporting on own production and sourced production. This allows the Group to clearly forecast future performance and to

implement a more consistent approach enabling a net present value approach to measure the fair value of these assets.

A gain or loss arising on initial recognition of these assets at fair value less costs to sell and from a change in fair value less costs to sell of a biological asset are included in profit or loss for the period in which it arises. The bulbs are transferred to inventory at the point of harvest of the agricultural produce (flowers) and then expensed in profit and loss as a cost of sale when the flowers are sold.

The value of the bulbs excludes the land upon which the plants are planted and the fixed assets utilised in the upkeep of planted areas.

Farming costs such as day-to-day maintenance are expensed as incurred.

1.8 Impairment of non-financial assets

Assets that have an indefinite useful life – for example, goodwill or intangible assets not ready to use – are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

1.9 Non-current assets (or disposal groups) held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less cost to sell.

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale.

Any assets (or disposal groups) held for sale are presented separately as current items in the statement of financial position. Items of property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from this discontinued operations in the statement of profit or loss.

1.10 Financial instruments: initial recognition and measurement

Initial recognition and measurement

All financial instruments are recognised initially at fair value plus, in the case of financial instruments not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial instrument.

Regular purchases and sales of financial instruments are recognised on the trade-date – the date on which the Group becomes a party to the instrument's contractual provisions.

Financial assets

Financial assets are classified, at initial recognition, in the following categories: financial assets at fair value through profit or loss, loans and receivables and available-for-sale financial assets, as appropriate.

Financial assets measured at fair value

Fair value through profit or loss:

Derivatives are categorised as held for trading unless they are designated as hedges. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented as finance costs (negative net changes in fair value) or finance income (positive net changes in fair value) in the income statement.

Fair value through OCI:

The Fruit Farm Group bond held by the Group is carried in the statement of financial position at fair value with net changes in fair value presented as 'fair value reserve' in the consolidated statement of comprehensive income.

Loans and receivables

Loans and receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. After initial measurement, loans and receivables are subsequently measured at amortised cost using the effective interest method, less impairment.

If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available for sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

The available-for-sale financial assets held by the Group are investments in equity instruments that do not have a quoted market price in an active market. As a result their fair value cannot be reliably measured and they are measured at amortised cost.

Financial liabilities

Financial liabilities are classified, at initial recognition, in the following categories: financial liabilities at fair value through profit or loss, loans and borrowings, trade payables or as derivatives designed as hedging instruments in an effective hedge, as appropriate.

Loans and borrowings

Interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are integral part of the effective interest rate.

Fees paid on the establishment of loan facilities are considered as incremental costs that are directly attributable to the issue of the loan to the extent that it is probable that the facility will be drawn down. In this case, the fee is deferred until the draw down occurs.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are subsequently measured at amortised cost using the effective interest method. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

1.11 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

1.12 Impairment of financial assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.

Allowances against the trade receivables are established based on the Company's knowledge of customers' financial condition, historical loss experience and account payment status compared to invoice payment terms. Allowances are recorded and charged to expense when an account is deemed to be uncollectible. Recoveries of trade receivables previously reserved in the allowance are credited to income.

1.13 Derecognition of financial assets

The Group has entered into several factoring contracts. Hence, a financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

• The rights to receive cash flows from the asset have expired;
• The Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a pass through arrangement; or
• The Group has transferred its rights to receive cash flows from the asset and either has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

1.14 Derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

The Group designates certain derivatives as hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge).

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The fair values of various derivative instruments used for hedging purposes are disclosed in note 16. Movements on the hedging reserve in other comprehensive income are shown in the consolidated statement of changes in equity. The carrying amount of a hedging derivative is classified as a non-current asset or liability when the hedged item derivative has a maturity of more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months or presented as both (non-current part and current) if both apply (for example for interest rate derivatives). Trading derivatives are classified as a current asset or liability.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within 'Cost of sales'.

Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for example, when the forecasted sale, that is hedged, takes place). When the forecast transaction, that is hedged, results in the recognition of a non-financial asset the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in 'Cost of sales'.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within 'Cost of sales'.

1.15 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Fresh produce harvested by the Group is measured at fair value less costs to sell at the point of harvest.

1.16 Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash in hand and short-term deposits with a maturity of three months or less.

In the consolidated statement of cash flows, cash and cash equivalents include cash in hand, and short-term deposits with a maturity up to three months, net of outstanding bank overdrafts. These also include any cash and cash equivalents that are part of disposal groups classified as held for sale.

1.17 Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders. When sold, any difference between the carrying amount and the consideration, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.

1.18 Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.19 Current and deferred income tax

Current income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company and its subsidiaries operate and generate taxable income. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax

Deferred income taxes are recognised, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements, except for the exceptions stated below:

• Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill;
• No deferred taxes are recognised on an asset or liability in a transaction other than a business combination when, at the time of the transaction, the transaction doesn't affect accounting or taxable profit or loss;
• Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised in the foreseeable future, which is assessed based on five-year business plans approved by management;
• Deferred income taxes on temporary differences arising on investments in subsidiaries and associates are not recognised where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income taxes are determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

1.20 Employee benefits

Pension obligations

Group companies operate various pension schemes which include both defined benefit as well as defined contribution schemes. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan.

The schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. In most of the Group's defined benefit plans an amount of pension benefit is defined that is based on one or more factors such as age, years of service and compensation.

The liability recognised in the consolidated statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation (including taxes payable by a plan on contributions relating to service cost) at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The discount rate is based on the returns of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation.

Remeasurements, including actuarial gains and losses and the return on plan assets (excluding the net interest), are recognised in other comprehensive income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in the income statement on the earlier of the date of the plan amendment or curtailment and the date that the Group recognises restructuring related costs.

1.21 Provisions for other liabilities and charges

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.

1.22 Revenue recognition

Sales of goods

The Group is a worldwide supplier of fresh produce, mainly active in the following two fields:

• Fruit & Vegetables; and
• Flowers & Plants.

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes.

Revenue from the sale of goods is recognized when all the following 5 conditions are met:

• The Group transfers to the buyer the significant risks and rewards of ownership of the goods;

• The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• The Group can measure reliably the amount of revenue;

• It is probable that the economic benefits associated with the transaction flow to the Group; and
• The Group can measure reliably the costs incurred or to be incurred in respect of the transaction.

Trade goods include goods produced for the purpose of sale and goods purchased for resale.

The Group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Sales of services

By using its distribution centres, the Group offers its customers a complete logistics and distribution solution for all their fresh produce. Furthermore, the Group delivers supporting services including packaging and repacking.

When the outcome of a transaction involving the rendering of services is estimated reliably, revenue associated with the transaction is recognized when the services are rendered. The outcome of a transaction is estimated reliably when all the following conditions 4 are satisfied:

• The amount of revenue is measured reliably;
• It is probable that the economic benefits associated with the transaction will flow to the Group;
• The stage of completion of the transaction at the balance sheet date can be measured reliably; and
• The costs incurred for the transaction and the costs to complete the transaction are measured reliably.

In general, these services are invoiced as they are performed and the amounts directly recognised in the income statement and do not require the measurement of the stage of completion. The exception is mostly when the nature of the goods require treatment over a longer timeframe.

1.23 Interest income

Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans and receivables is recognised using the original effective interest rate.

1.24 Dividend income

Dividend income is recognised when the right to receive payment is established.

1.25 Leases

The Group leases certain property, plant and equipment. Leases where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The asset acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term.

An operating lease is a lease other than a finance lease. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

1.26 Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

1.27 Non-IFRS measures

.

Operating profit/loss before non-recurring items is a non-IFRS measure of performance defined as Operating profit/loss adjusted for non-recurring items.

Non-recurring items are those that in management's judgment need to be disclosed by virtue of their size or incidence. Such items are disclosed on the face of the consolidated income statement or separately disclosed in the notes to the financial statements. Transactions which may give rise to non-recurring items are principally restructuring activities, impairments, gains or losses on disposal of investments and the effect of the accelerated repayment of certain debt facilities.

The non-IFRS measures are included in these consolidated financial statements because management believes they are useful to certain investors, securities analysts and other interested parties as additional measures of performance.

The Group presents non-IFRS measures in addition to financial measures determined in accordance with IFRS. Non-IFRS measures as reported by the Group may differ from similar measures presented by other companies.

2 Financial risk management

2.1 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (foreign exchange risk and cash flow interest rate risk), credit risk and liquidity risk. The Group's overall risk management program seeks to minimize potential adverse effects on the Group's financial performance as a result of the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group uses certain derivative financial instruments to hedge certain market risk exposures.

Financial risk management is carried out by a central treasury department (Group Treasury) under policies discussed by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group's operating units. The Board provides principles for managing each of these risks which are summarized below.

Market risk

Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar and British Pound. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities.

Management has set up a policy to require Group companies to manage their foreign exchange risk against their functional currency. The Group companies are required to hedge their entire foreign exchange risk exposure with the Group Treasury. To manage its foreign exchange risk arising from future commercial transactions, the Group uses foreign exchange forward contracts. Foreign exchange risk arises when future commercial transactions are denominated in a currency that is not the entity's functional currency.

The Group Treasury's foreign exchange risk management practice applies following hedging ratios per currency pair:

Period	Hedging ratios
Up to 3 months	100%-75%
Over 3 months and up to 6 months	75%-50%
Over 6 months and up to 1 year	50%-0%

All of the projected sales and purchases in each major currency pair qualify as `highly probable' forecast transactions for hedge accounting purposes.

The following table demonstrates the sensitivity to a reasonably possible change in US Dollar and British Pound, with all other variables held constant. The impact on the Group's profit before taxes is due to foreign exchange gains/(losses) on translation of US Dollar and British Pound-denominated trade receivables/payables, change in fair value of US Dollar and British Pound foreign exchange derivatives contracts classified as held-for-trading and foreign exchange gains/(losses) on translation of British Pounddenominated borrowings (excluding bank overdrafts).

	Change in USD rate	Effect on profit before taxes € million	Effect on equity € million
2014	+5,0%	(0,22)	(1,92)
	-5,0%	0,24	2,13
2013	+5,0%	(0,91)	(3,65)
	-5,0%	0,71	4,04

	Change in GBP rate	Effect on profit before taxes € million	Effect on equity € million
2014	+5,0%	0,68	0,54
	-5,0%	(0,75)	(0,60)
2013	+5,0%	(0,10)	n.a.
	-5,0%	0,12	n.a.

Cash flow interest rate risk

As per November 2013, the Group issued senior secured notes with a coupon of 7,875% due in 2020. The Group entered into a syndicated revolving credit facility agreement to finance working capital purposes.

The Group's floating interest rate debt arises mainly from the revolver credit facility which is drawn from time to time and the financing retrieved from the factoring program.

The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. The scenarios are run only for liabilities that represent the major interest-bearing positions.

The Group's interest exposure on the former senior facility loan, ended in November 2013, was hedged through floating-to-fixed interest rate swaps. The still outstanding floating-to-fixed interest rate swaps related to this loan expire at the latest mid 2016. The Group entered into new hedges, starting mid 2015, for the interest rate risk on the factoring financing.

	Increase/	Effect on profit	Effect on
	decrease	before taxes	equity
	in basis points	€ million	€ million
2014	+20	0,09	0,67
	-20	(0,09)	(0,80)
2013	+20	0,14	n.a.
	-20	(0,20)	n.a.

Credit risk

Credit risk is managed on Group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible for managing and analysing the credit risk for each of their clients before standard payment and delivery terms and conditions are offered. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of 'BBB' are accepted for placing deposits.

Management does not expect any losses from non-performance by these counterparties.

The Group entered into receivables financing programs, pursuant to which trade receivables are sold to certain receivables financing companies on a basis that is non-recourse to the Group. The receivables financing programs relate to identified trade receivables and provide for limitations in respect of trade receivables that can be assigned thereunder. Most receivables financing agreements combine insurance coverage against the credit risk of the underlying trade debtor.

Liquidity risk

Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group Treasury. Group Treasury monitors forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities (note 22) at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and external regulatory or legal requirements.

For operating entities not part of a cash pool scheme, surplus cash held over and above balances required for working capital management are transferred to the Group Treasury.

The table below analyses the Group's non-derivative financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual maturities are essential for an understanding of the timing of the cash flows. The amounts disclosed in the table are the contractual undiscounted cash flows.

		Between 1 and 2 Between 2 and 5
		Less than 1 year	years	years	Over 5 years
	Note	€'000	€'000	€'000	€'000
Borrowings (ex finance lease liabilities)	22	85.205	23.084	67.331	307.506
Finance lease liabilities	22	56	42	-	-
Net settled derivative financial instruments	16	3.532	1.499	2.022	-
Gross settled derivative financial instruments - outflows	16	127.708	-	-	-
Gross settled derivative financial instruments - inflows	16	(128.939)	-	-	-
Trade and other payables	21	509.098	-	-
At 31 December 2014		596.660	24.625	69.353	307.506
Shareholders loans	22	1.371	1.193	24.713	-
Borrowings (ex finance lease liabilities)	22	53.435	22.843	67.459	327.548
Finance lease liabilities	22	89	98	42	-
Net settled derivative financial instruments	16	5.302	1.533	483	-
Gross settled derivative financial instruments - outflows	16	132.320	-	-	-
Gross settled derivative financial instruments - inflows	16	(129.246)	-	-	-
Trade and other payables	21	497.514	-	-	-
At 31 December 2013		560.786	25.667	92.697	327.548

The shareholders loans have been repaid during the year ended 31 December 2014.

Derivative financial instruments are spread out over the different time buckets in alignment with the contractual cash flows. All foreign exchange derivatives have contractual maturities of less than 12 months. The net settled derivative financial instruments are all interest rate swaps for which the undiscounted cash flows are spread over the different time buckets.

Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Group manages its capital structure to achieve capital efficiency, maximise flexibility and give the appropriate level of access to debt markets at attractive cost levels. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group regularly assesses its debt and equity capital levels against its stated policy for capital structure.

The Company is monitoring its capital management through the quarterly debt covenant reporting to the banks. During the reported period, the Company has not breached its debt covenants.

Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2014.

		Level 1	Level 2	Level 3	Total balance
	Note	€'000	€'000	€000	€'000
ASSETS
Biological assets	7	-	-	19.887	19.887
Trading derivatives
– Foreign exchange contracts	16	-	279	-	279
Derivatives used for hedging
– Foreign exchange contracts	16	-	2.851	-	2.851
Financial assets at fair value	17	24.809	-	-	24.809
Financial assets at fair value		24.809	3.130	19.887	47.826
LIABILITIES
Trading derivatives
– Foreign exchange contracts	16	-	1.611	-	1.611
– Interest rate contracts	16	-	2.465	-	2.465
Derivatives used for hedging
– Foreign exchange contracts	16	-	278	-	278
– Interest rate contracts	16	-	2.895	-	2.895
Financial liabilities at fair value		-	7.249		7.249

The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2013.

		Level 1	Level 2	Level 3	Total balance
	Note	€'000	€'000	€000	€'000
ASSETS
Biological assets (revised)	7	-	-	17.298	17.298
Trading derivatives
– Foreign exchange contracts	16	-	147	-	147
Derivatives used for hedging
– Foreign exchange contracts	16	-	45	-	45
Financial assets at fair value		-	192	17.298	17.490
LIABILITIES
Trading derivatives
– Foreign exchange contracts	16	-	1.255	-	1.255
– Interest rate contracts	16	-	5.666	-	5.666
Derivatives used for hedging
– Foreign exchange contracts	16	-	2.129	-	2.129
Financial liabilities at fair value		-	9.050	-	9.050

Financial instruments in level 2

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs is not based on observable market data, the instrument would be included in Level 3.

Specific valuation techniques used to value financial instruments include:

• The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;
• The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value;

Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

2.2 Biological assets

The Group's biological assets are exposed to risks of damage arising from climatic and environmental changes, diseases.

The Group has strong environmental and sustainability policies and procedures in place in order to comply with environmental and other laws and regulations.

The seasonality of the business requires a high level of cash flow in different periods during the year. The Group actively manages the working capital requirements to meet the cash flow requirements.

3 Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below.

Estimated impairment of goodwill

Goodwill is not amortized, but is evaluated for impairment annually or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. We believe such assumptions are also comparable to those that would be used in line with industry averages.

The Group performed an impairment test for the period ended 31 December 2014 which did not result in any impairment.

Income taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due in the amount of EUR 6,2 million. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

The Group has EUR 202,6 million of tax losses carried forward. These losses relate to subsidiaries that have incurred losses in the past, that largerly do not expire and may not be used to offset taxable income elsewhere in the Group.

The subsidiaries neither have taxable temporary differences nor taxable profits in the foreseeable future available that could (partly) support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it cannot recognise deferred tax assets on these tax losses carried forward. The unrecognized tax losses carried forward relate to key countries where the Group is active and potential tax risks arising in the future in these tax jurisdictions can be offset against the unrecognized tax losses.

If the Group was able to recognise these unrecognised deferred tax assets, the deferred tax assets would have increased by EUR 24,4 million.

Pension benefits

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension obligation.

Other key assumptions for pension obligations, such as the expected retirement age and the expected annual rate increase of wages and benefits, are based in part on current market conditions. Additional information is disclosed in note 23. Were the discount rate used to differ by 0,5 base points from management's estimates, the carrying amount of pension obligations would be an estimated EUR 2,9 million lower (at 31 December 2013, EUR 2,3 million lower) or EUR 3,1 million higher (at 31 December 2013, EUR 2,6 million higher).

4 Segment information

The Executive Committee is the Group's chief operating decision-maker. Management has determined the operating segments based on the information reviewed by the executive committee for the purposes of allocating resources and assessing performance.

Business is considered by the executive committee from a product and service perspective. Management considers the performance of fruit and vegetables, fruit partners, logistics and transport and flowers and plants.

The business of the Fruit & Vegetables segment covers the entire value chain in the fruit and vegetable category for supermarkets from production (growing, sourcing, etc.) to logistics (import and export) and other related services (packing, etc.). Within this segment, the Group is the industry leader in Germany, Belgium and the Netherlands. The revenue of the Group is mainly derived from this segment.

The Fruit Partners segment comprises growing and sourcing companies facilitating and guarantying the year-round supply of the Group to its customers. This increases the direct connection to the field as it builds a mutually beneficial grower/exporter presence in major production regions in the world. The produce benefits from being grown in privileged production areas and is picked, packed and distributed in the most efficient and cost-effective manner. In order to align the financing needs to the business model, reduce the overall debt position of the Group and emphasise the 'on the farm approach' of the growing operations in Turkey, South Africa, Costa Rica, Uruguay, Surinam and Brazil were carved out and sold to The Fruit Farm Group ('TFFG'), this transaction was financed through shareholder equity and the issuance of a bond. The co-operation with TFFG is structured through a marketing agreement where UNIVEG remains the preferred customer through its retailer access. The 12-months result of the carved-out companies is included in the Fruit Partners segment. The carve-out will therefore not impact its operations and co-operation with the FieldLink Group going forward.

The revenue in the Logistics & Transport segment is derived from the Group's experience in temperature-controlled logistics allowing them to operate distribution centres for retailers and suppliers alike. The retailers call on the Group for a complete logistics and distribution solution for all their fresh produce. The Group is able to meet the highly specific requirements for storage, handling and transport of fresh food and produce, such as temperature, atmosphere and relative humidity. Furthermore the Group has great experience in support services, including packaging and repacking of fruit and vegetables, ripening rooms, packaging return centres and crate washing.

Within the Flowers & Plants segment, revenue is derived from delivering top quality flower and plants in close collaboration with large retailers such as supermarkets, DIY (Do it Yourself) stores and garden centres. The Group has a leading position in market segments such as cut flowers, potted plants and plant arrangements. An important part of the production is controlled by the Group: from growing, cultivation, harvesting, purchasing and importation, storage and processing, stock control and packaging, to distribution and transportation.

The Executive Committee assesses the performance of the operating segments based on a measure of recurring EBITDA and net sales.

The Group's EBITDA and net sales per segment for the 12-month period ended 31 December 2014 are as follows:

							31 Dec ber 20 14 em
		Fru it a nd ble eta veg s	Fru it p artn ers	Log istic nd tran rt s a spo	Flo nd pla Inte nts we rs a r-se gm	eli min atio ent ns	hs 12 m ont
	Not e	€'0 00	€'0 00	€'0 00	€'0 00	€'0 00	€'0 00
Ext l cu sto erna me rs		3.0 11.4 83	64.0 77	52. 944	136 .197	-	3.2 64.7 01
Inte nt r-se gme		1.52 8	58.3 18	16.2 56	199	(76. ) 301	-
Net les sa		3.0 13.0 11	122 .396	69.2 00	136 .396	(76 1) .30	3.2 64.7 01
Cos t of sale s		(2.8 14.6 93)	(119 .409 )	(63. 618 )	(13 1.95 4)	76.8 37	(3.0 52. 837 )
Gro rofi t/(lo ss) ss p		198 .318	2.9 86	5.5 82	4.44 2	536	211 .864
Sel ling ark etin nd d istri but ion , m g a exp ens es	25	(60 51) .4	(1.4 46)	(913 )	(1.7 97)	32	(64 ) .576
Gen l & adm inis ive trat era exp ens es	25	(92 .242 )	(9.9 05)	(5.2 73)	(7.2 66)	1.99 5	(112 .692 )
Oth ting inc /(ex se) t er o pera ome pen , ne	25	4.9 71	817	308	155	(2.5 63)	3.6 87
Ope rati fit/( loss ) ng pro		50.5 95	(7.5 48)	(297 )	(4.4 67)	(0)	38.2 83
Dep iati and im pai nt rec on rme		21.6 24	5.93 3	560	2.02 3	-	30. 140
EBI TDA ntin uin atio co g o per ns		72.2 19	(1.6 14)	262	(2.4 43)	(0)	68.4 23
Sha f pr ofit/ (los s) o f eq uity nted inv est ts re o ac cou men							1.55 9
Pro fit/( loss ) fo r th riod att ribu tab le to No ntro lling int t n-co eres							1.37 1
e pe EBI TDA disc inue d op ions ont erat on							6.02 6
Pro for EB ITDA ed bus ines stm ent							413
adju quir ma ac s
EBI TDA (*)							77.7 92

(*): Recurring EBITDA of the continuing business, including share of profit/(loss) of equity accounted investments and profit/(loss) for the period attributable to non-controlling interest

The inter-segment sales primarily relate to services rendered by 'Logistics & Transport' and 'Fruit Partners' to the operating segment 'Fruit & Vegetables'.

The Group's EBITDA and net sales per segment for the 12-month period ended 31 December 2013 are as follows:

		Fru it & Ve abl	Fru it P artn	istic s & Tra ort	Flo rs & Pla Inte nts	eli min atio ent	Dec ber 31 20 13 em 12 m hs ont
	Not e	get es €'0 00	ers €'0 00	Log nsp €'0 00	we r-se €'0 00	gm ns €'0 00	€'0 00
Ext l cu sto erna me rs		2.8 74.6 36	41. 905	65.5 39	152 .485	-	3.13 4.5 65
Inte nt r-se gme		617	38. 897	18.4 45	845	(58. ) 804	-
Net les sa		2.87 5.25 3	80.8 02	83.9 84	153 .330	(58 .804 )	3.13 4.5 65
Cos t of sale s		(2.6 83.7 79)	(74 .549 )	(81 .293 )	(146 .240 )	60.8 39	(2.9 25. 022 )
Gro rofi t/(lo ss) ss p		191 .474	6.25 3	2.69 1	7.09 0	5 2.03	.543 209
Sel ling ark etin nd d istri but ion , m g a exp ens es	25	(56. 8 57)	(1.3 79)	(63 1)	(1.6 04)	213	(60 .258 )
Gen l & adm inis trat ive era exp ens es	25	(92. ) 824	(7.9 42)	(7.3 85)	(5.9 19)	4.5 37	(109 ) .533
Oth ting inc /(ex se) t er o pera ome pen , ne	25	9.1 49	143	(646 )	219	(6.9 74)	1.89 1
fit/( ) be Ope rati loss fore ring ite ng pro no n-re cur ms		50.9 42	(2.9 25)	(5.9 71)	(214 )	(189 )	41. 643
Dep iati and im pai nt rec on rme		21. 072	4.44 8	1.29 4	965	-	27.7 78
EBI TDA ntin uin atio co g o per ns		72. 014	1.52 3	(4.6 77)	751	(189 )	69.4 21
Sha f pr ofit/ (los s) o f eq uity nted inv est ts re o ac cou men							427
Pro fit/( loss ) fo r th riod ribu tab le to No lling int att ntro e pe n-co eres	t						226
EBI TDA imm rial disc inue d o tion ate ont on pera s							502

EBITDA (*)70.576 Sales between segments are carried out at arm's length.

The Group is domiciled in Belgium. The result for its revenue from external customers for the 12-month period ended 31 December 2014 in the country of incorporation and other significant individual countries have been presented in the table below. This table also includes the total non-current assets other than goodwill, financial instruments, deferred tax assets and available-for-sale financial assets in the country of incorporation and other significant individual countries as per 31 December 2014.

	Revenue from external
	customers	Non-current assets
	€'000	€'000
Germany	1.318.543	65.307
The Netherlands	940.255	66.362
Belgium - Country of incorporation	304.674	80.276
UK	229.920	36.713
France	100.340	6.693
Other countries	370.969	27.282
Total	3.264.701	282.634

The revenue information above is based on the locations of the customers.

Revenues of approximately EUR 1.628 million are derived from three external customers. These revenues are mainly attributable to the 'Fruit & Vegetables' segment.

Revenues from external customers for the 12-month period ended 31 December 2013 in the country of incorporation and other significant individual countries have been presented in the table below. This table also includes the total non-current assets other than goodwill, financial instruments, deferred tax assets and available-for-sale financial assets in the country of incorporation and other significant individual countries as per 31 December 2013.

	Revenue from external
	customers	Non-current assets
	€'000	€'000
Germany	1.332.298	69.361
The Netherlands	957.930	67.562
Belgium - Country of incorporation	325.765	67.259
UK	148.886	26.175
France	102.224	7.310
Other countries	267.462	69.977
Total	3.134.565	307.644

The revenue information above is based on the locations of the customers.

Revenues of approximately EUR 1.717 million are derived from three external customers. These revenues are mainly attributable to the 'Fruit & Vegetables' segment.

5 Non-recurring items

The non-recurring items are those significant items which are separately disclosed by virtue of their size or incidence to enable a full understanding of the Group's financial performance. During the 12-month period ended 31 December 2014 and the 12-month period ended 31 December 2013, the non-recurring items as detailed below have been included in the income statement.

	31 December 2014	31 December 2013
	12 months	12 months
	€000	€000
Gain on carve out The Fruit Farm Group	28.054	-
Restructuring costs Germany	(5.981)	-
Loss on sale non-Daffodils flower business UK	(3.435)	-
Restructuring costs Dutch flower business	(2.528)	-
Adjustment provision for existing claim	(1.188)	-
Fair value adjustment land held for sale	1.507	-
Restructuring costs within The Fruit Farm Group	(435)	-
Gain on sale Univeg Logistics Russia LLC	-	25.570
Change of control	-	(8.080)
Loss on sale Project Fruit Chile S.A	-	(846)
Closure Seald Sweet West International Inc	-	(750)
Project costs	(561)	(721)
Loss on sale Greenex BV and Triangle BV	-	(462)
Restructuring costs	-	(430)
Other	(413)	(397)
Total non-recurring items	15.020	13.884

In order to align the financing needs of its strategic growing operations in Turkey, South Africa, Costa Rica, Surinam, Uruguay and Brazil, and to reduce the overall debt position of the Company and emphasise the 'on the farm approach' of these growing operations, the Company decided to carve these operations out in the last quarter of 2014. In December 2014, UNIVEG Fruitpartners BV, a subsidiary of FieldLink NV and the holding parent of, amongst others, this combination, was split through a legal demerger, as a result of which part of the shareholdings in the six growing operations were transferred to a newly established company, Global Farms BV. Subsequently, the shares of Global Farms BV were divested to The Fruit Farm Group BV ('TFFG'), a related party. Total net consideration (net of transaction costs and taxes) related to this divestment amounted to EUR 79,2 million, resulting in a net capital gain of EUR 28,0 million. Net cash proceeds amounted to EUR 54,2 million. In order to finance the acquisition of the Six Farms, The Fruit Farm Group BV issued senior secured notes of which EUR 25 million was underwritten by the Group. As at 31 December 2014, those entities are no longer held by the Group. Due to the fact that these entities were not yet held for sale at 31 December 2013 and were sold before year-end 2014, the related operations were not classified as discontinued operations in the income statement of 2014. Hence, the consolidated balance sheet does no longer include these subsidiaries, whereas the consolidated income statement is included until the disposal date, being December 2014.

Following a strategic review of the customer portfolio on group level, the Company agreed with an important German customer not to renew the commercial agreement as of March 2015. The main drivers for this decision were (i) limited added value provided with a significant capex and human capital need going forward and (ii) the commercial objective to employ these funds in order to unlock and initiate new opportunities with other German customers and new geographies. In view of the discontinuation, the decision was taken to close or revamp some distribution centres. Total estimated cost amounted to EUR 6,0 million and was accounted for in this respect as at 31 December 2014, comprising an important part of severance costs (EUR 4,0 million), onerous lease commitments of EUR 1,3 million and some write-offs (EUR 0,4 million). Apart from this provision, a decision was made in September to close a small distribution centre, resulting in severance costs of EUR 0,3 million.

The weak performance of the Lincolnshire non-Daffodils flower operations in the United Kingdom led the Company to decide to hive down and sell the Lincolnshire activities to a related party in December 2014. The hive down of the Lincolnshire operations resulted in non-recurring expenses for EUR 3,4 million.

Given the relatively significant operating expense base of the flower business in the Netherlands the Group decided to improve the profitability and reorganize the business through relocation of the activities and change of the local management. Total restucturing costs amounted to EUR 2,5 million.

As disclosed in note 24 on provisions, the amount provided as per 31 December 2013 (EUR 3,5 million) for pending tax litigations and import licenses has been increased with EUR 1.2 million in 2014. The increase has been recorded based on recently gathered information, in order to better align the estimation with a possible future settlement of the claim.

In respect of the owned plot of land in Russia, on 29 December 2014 a letter of intent was agreed on with a third party investor. The consideration amounts to EUR 4,3 million (net of selling expenses). As the carrying value amounted to EUR 2,7 million, a positive fair value adjustment of EUR 1,5 million was recorded as at 31 December 2014.

Project costs presented as non-recurring items for EUR 0,6 million relate to the acquisition of the Empire World Trade and Food and Agricultural Industries acquired in January 2014 as disclosed in note 32 on business combinations.

6 Property, plant and equipment

	Land and	Plant and	Furniture, fittings	Leasehold	Assets under
	buildings	machinery	and equipment	improvements	construction	Total
	€000	€000	€000	€000	€000	€000
Opening net book amount at 1 January 2014	64.449	40.636	9.280	2.380	4.459	121.204
Entry into the consolidation scope	20.186	2.890	436	-	-	23.512
Additions	4.495	6.943	3.919	1.566	1.648	18.571
Disposals	(1.682)	(1.351)	(214)	-	(276)	(3.523)
Transfers	(237)	(383)	748	(4)	(2.629)	(2.506)
Transfer to asset held for sale	(4.284)	-	-	-	-	(4.284)
Exchange differences	2.395	909	99	1	55	3.459
Depreciation charge	(5.402)	(7.790)	(5.778)	(476)	-	(19.445)
Impairments	(161)	(140)	(134)	-	-	(436)
Other adjustments	10	184	111	12	(95)	223
Exit from consolidation scope	(39.017)	(9.002)	(1.407)	(48)	(1.222)	(50.696)
Closing net book amount at 31 December 2014	40.752	32.897	7.060	3.431	1.939	86.079
Cost or valuation	76.857	116.933	44.706	6.021	2.510	247.027
Accumulated depreciation and other adjustments	(36.1 05)	(84.036)	(37.646)	(2.590)	(571)	(160.948)
Closing net book amount at 31 December 2014	40.752	32.897	7.060	3.431	1.939	86.079

	Land and	Plant and	Furniture, fittings	Leasehold	Assets under
	buildings	machinery	and equipment	improvements	construction	Total
	€000	€000	€000	€000	€000	€000
Opening net book amount at 1 January 2013	71.996	40.491	10.416	2.336	2.900	128.139
Additions	2.680	6.325	2.588	458	5.821	17.872
Disposals	(1)	(822)	(248)	-	(124)	(1.195)
Transfers	490	2.127	938	-	(3.555)	-
Exchange differences	(2.977)	512	(272)	2	(1)	(2.736)
Depreciation charge	(5.050)	(7.576)	(4.155)	(360)	-	(17.141)
Other adjustments	(2.689)	(421)	13	(56)	(582)	(3.735)
Closing net book amount at 31 December 2013	64.449	40.636	9.280	2.380	4.459	121.204
Cost or valuation	68.676	47.818	10.660	3.009	5.047	135.210
Accumulated depreciation and other adjustments	(4.22 7)	(7.182)	(1.380)	(629)	(588)	(14.006)
Closing net book amount at 31 December 2013	64.449	40.636	9.280	2.380	4.459	121.204

'Entry into the consolidation scope' in the above table relates to the acquisition of FAI and EWT as described in note 32.

'Exit from the consolidation scope' relates to the carve-out of The Fruit Farm Group as described in note 5.

Total depreciation and amortization expense recorded in connection with property, plant and equipment, intangible assets and biological assets amounts to EUR 30,1 million for the 12-month period ended 31 December 2014 and has been charged in 'Selling, marketing and distribution expenses' for EUR 6,3 million, in 'General and administrative expenses' for EUR 6,9 million and in 'Cost of sales' for EUR 16,9 million in the income statement.

The additions for property, plant and equipment of the 12-month period ended 31 December 2014 amount to EUR 18,6 million. The main investment projects include ripening rooms, renovation of offices, the installation of a new flower packhouse and packing installation and the replacement of old sorting lines.

Transfer to assets held for sale relates to a plot of land in Russia and the Pinchbeck site in the UK as detailed in note 13.

The total depreciation and amortization expense for the 12-month period ended 31 December 2013 has been charged in 'Selling, marketing and distribution expenses' for EUR 6,2 million, in 'General and administrative expenses' for EUR 7,3 million and in 'Cost of sales' for EUR 14,3 million in the income statement.

The additions of the 12-month period ended 31 December 2013 amount to EUR 17,9 million. The main investment projects primarily include ripening rooms, automation projects, labeling machines, building improvements, automated packing lines, and new IT systems. All required investments for a new operation in the Czech Republic, which effectively started operating on 1 January 2014, were executed in 2013.

Lease rentals amounting to EUR 29,1 million for the 12-month period ended 31 December 2014 (EUR 25,1 million for the 12-month period ended 31 December 2013) relating to the lease of various buildings, plant, machinery and equipment, and vehicles are included in the income statement.

The Group leases various buildings, plant, machinery and equipment under non-cancellable finance lease agreements. The lease terms are between 1 and 24 years, and ownership of the assets lies within the Group.

The tables above includes the following amounts where the Group is a lessee under a finance lease at 31 December 2014 and at 31 December 2013:

	Land and buildings	Plant and machinery	Furniture, fittings and equipment	Total
	€000	€000	€000	€000
Cost	1.634	1.634	1.090	4.358
Accumulated depreciation	(547)	(522)	(868)	(1.937)
Closing net book amount at 31 December 2014	1.087	1.112	222	2.421
	Land and	Plant and	Furniture, fittings
	buildings	machinery	and equipment	Total
	€000	€000	€000	€000

Cost 1.017 1.607 5.488 8.112 Accumulated depreciation (186) (253) (1.104) (1.543) Closing net book amount at 31 December 2013 1.354 831 4.384 6.569

7 Biological assets

	Fruit plantations	Flowers bulbs
	and orchards	and seeds	Total
	€000	€000	€000
Opening net book amount at 1 January 2014 - revised	10.066	17.298	27.364
Entry into the consolidation scope	970	253	1.223
Additions	863	45	907
Impairment losses	(89)	-	(89)
Transfers	1.795	-	1.795
Depreciation charges	(1.246)	(39)	(1.285)
Foreign exchange gains / (losses)	697	19	716
Fair value adjustment	-	2.307	2.307
Other adjustments	(15)	5	(10)
Exit from the consolidation scope	(13.041)	-	(13.041)
Closing net book amount at 31 December 2014	0	19.887	19.887
Of which:
Long-term assets	-	18.700	18.700
Short-term assets	-	1.187	1.187
Closing net book amount at 31 December 2014	-	19.887	19.887

	Fruit plantations and orchards €000	Flowers bulbs and seeds €000	Total €000
Opening net book amount at 1 January 2013 - revised	10.805	15.391	26.196
Additions	3.038	2.099	5.137
Impairment losses	(969)	-	(969)
Depreciation charges	(299)	(17)	(316)
Foreign exchange gains / (losses)	(1.626)	(175)	(1.801)
Discontinued operations	(883)	-	(883)
Closing net book amount at 31 December 2013 - revised	10.066	17.298	27.364

Of which:
Long-term assets	8.275	17.298	25.573
Short-term assets	1.791	-	1.791
Closing net book amount at 31 December 2013 - revised	10.066	17.298	27.364

'Entry into the consolidation scope' in the above table relates to the acquisition of FAI and EWT as described in note 32.

'Exit from the consolidation scope' relates to the carve-out of The Fruit Farm Group as described in note 5.

Depreciation charges of EUR 1,3 million for the 12-month period ended 31 December 2014 (EUR 0,3 million for the 12-month period ended 31 December 2013) are included within 'Cost of sales' in the income statement.

The additions of EUR 0,9 million for the 12-month period ended 31 December 2014 relate mostly to the further development and maintenance of the new plantings and orchards in South-Africa.

Flowers are transferred from biological assets to inventory when harvested.

The biological assets as at 1 January 2013 and as at 1 January 2014 were revised following the change in accounting policy on biological assets, as described in note 36.

8 Intangible assets

		Trademarks		Customer
	Goodwill	and licences	Software	relationship	Total
	€000	€000	€000	€000	€000
Opening net book amount at 1 January 2014	225.184	100	3.310	140.792	369.386
Additions	9.643	98	2.544	-	12.285
Disposals	-	(11)	(36)	-	(47)
Transfers	-	186	524	-	710
Impairment losses	-	-	(20)	-	(20)
Exchange differences	-	4	5	-	9
Amortisation charge	-	(158)	(2.737)	(5.970)	(8.865)
Other adjustments	-	-	8	-	8
Exit from the consolidation scope	-	(58)	(470)	-	(528)
Closing net book amount at 31 December 2014	234.827	161	3.128	134.822	372.938
Cost or valuation	234.827	3.064	22.626	149.248	409.765
Accumulated amortisation	-	(2.903)	(19.498)	(14.426)	(36.827)
Closing net book amount at 31 December 2014	234.827	161	3.128	134.822	372.938

		Trademarks
	Goodwill	and licences	Software	relationship	Total
	€000	€000	€000	€000	€000
Opening net book amount at 1 January 2013	225.184	931	4.046	146.761	376.922
Additions	-	308	896	-	1.204
Disposals	-	-	(4)	-	(4)
Exchange differences	-	(11)	(101)	-	(112)
Amortisation charge	-	(1.130)	(1.612)	(5.969)	(8.711)
Other adjustments	-	2	85	-	87
Closing net book amount at 31 December 2013	225.184	100	3.310	140.792	369.386
Cost or valuation	225.184	1.310	5.889	149.249	381.632
Impairment losses	-	-	-	-	-
Accumulated amortisation	-	(1.210)	(2.579)	(8.457)	(12.246)
Closing net book amount at 31 December 2013	225.184	100	3.310	140.792	369.386

'Exit from the consolidation scope' relates to the carve-out of The Fruit Farm Group as described in note 5.

The amortisation expense of EUR 8,9 million for the 12-month period ended 31 December 2014 has been charged in 'Selling, marketing and distribution expenses', in 'General and administrative expenses' and in 'Cost of sales' in the income statement.

The amortisation expense of EUR 8,7 million for the 12-month period ended 31 December 2013 has been charged in 'Selling, marketing and distribution expenses', in 'General and administrative expenses' and in 'Cost of sales' in the income statement.

Goodwill

The additions to goodwill amount to EUR 9,6 million for the 12-month period ended 31 December 2014 and relate to the acquisition of the Empire World Trade Group and the Belgian endive activities from A. Heremans – Aerts NV, also referred to as 'Herwi'.

Further details on the acquistion of Empire World Trade is described in note 32.

The EUR 234,8 million goodwill has been fully allocated to the Fruit & Vegetables cash generating unit which is also an operating and reportable segment for impairment testing.

The Group performed its annual impairment test in December 2014. The recoverable amount of the Fruit & Vegetables cash generating unit has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering the period 2015 – 2020. The pre-tax discount rate applied to cash flow projections is 14,9% and cash flows beyond 2020 are extrapolated using a 1,0% growth rate that is approximately equal to expected inflation in the main markets of the Group (Belgium, Germany and the Netherlands). With regard to the assessment of the recoverable amount, management believes, based on the analysis of an external expert, and the current knowledge, that no reasonably possible change (e.g. +/-1%) in any of the above key assumptions (e.g. pre-tax discount rate and perpetual growth rate) would cause material impairment losses for the Fruit & Vegetables cash generating unit. As a result of this analysis, management did not identify an impairment for this cash generating unit.

Software

Additions for the 12-month period ended 31 December 2014 amount to EUR 2,5 million and consist primarily of the purchase of ICT software, warehouse management and accounting systems.

Additions for the 12-month period ended 31 December 2013 amount to EUR 0,9 million and consist primarily of the purchase of software used for procurement, stock, warehouse management and accounting system.

Customer relationships

Following the purchase price allocation on the 2013 business combination, customer relations were valued for a gross amount of EUR 149,2 million as per 1 August 2012. The value of each customer relationship has been estimated based on the Multi Period Excess Earnings Method, and taking into account client retention. As a result of the recognition of these customer relations, the deferred tax positions were also revised.

Customer relationships are amortized over a 25-year period.

9 Investments accounted for using the equity method

The Group's investment in associates of EUR 10,8 million (31 December 2013: EUR 7,1 million) represents the Group's share of the associates' net assets as at 31 December 2014, using the equity method.

The Group's associates are:

Name of associate	Description of interest	31 December 2014	31 December 2013
Frutas del Guadiana SA	Cultivation of rental farms in Spain	45%	45%
Grupo Yes Procurement Marketing SL	Procurement of fruit & vegetables for export purposes in Spain	50%	50%
Logidis Sistem SL	Bundling transport of fresh products using subcontractors in Spain	50%	50%
Mouton Citrus Ltd	Citrus farmers and exporters in South Africa	45%	45%
Novafruta del Guadiana SA	Owns and cultivates own and rented land	45%	45%
Mahindra Univeg Private Ltd	Import and export hub in India	40%	-
Agro Vicces SA	Pineapple grower in Costa Rica	22%	-

Mahindra Univeg Private Ltd is a newly founded joint venture in 2014. Furthermore in 2014 the Group acquired a stake in Agro Vicces SA.

The movement for the 12-month period ended 31 December 2014 and for the 12-month period ended 31 December 2013 is as follows:

	31 December 2014	31 December 2013
	€000	€000
Opening balance	7.111	7.805
Share of profit/(loss)	1.559	427
Acquisitions	1.749	-
Capital increase	269	-
Exchange differences	158	(1.121)
Closing balance	10.846	7.111

The amounts below represent the Group's share of the aggregated revenue and expenses, assets and liabilities of all the associates except for the newly founded Mahindra Univeg Private Ltd as no figures are available yet.

	Assets		Liabilities		Net assets
	31 December 2014	31 December 2013	31 December 2014	31 December 2013	31 December 2014	31 December 2013
	€000	€000	€000	€000	€000	€000
Grupo Yes Procurement Marketing SL	9.406	9.385	3.931	4.585	5.475	4.800
Logidis Sistem SL	8.543	6.396	7.710	5.677	833	719
Mouton Citrus Ltd	22.355	18.445	13.889	12.868	8.465	5.577
Frutas del Guadiana SA	1.499	1.254	663	1.123	797	131
Novafruta del Guadiana SA	2.757	2.722	369	813	2.533	1.909
Agro Vicces SA	9.018	na	5.261	na	3.758	na

	Revenue		Expenses		Profit after tax
	31 December 2014 31 December 2013		31 December 2014	31 December 2013	31 December 2014	31 December 2013
	€000	€000	€000	€000	€000	€000
Grupo Yes Procurement Marketing SL	€000	15.804	€000	15.253	€000	551
Logidis Sistem SL	20.270	25.001	19.596	24.864	674	137
Mouton Citrus Ltd	26.533	22.160	26.419	21.974	114	186
Frutas del Guadiana SA	23.458	1.163	20.849	1.163	2.609	-
Novafruta del Guadiana SA	2.189	1.962	2.149	1.962	40	-
Agro Vicces SA	1.326	na	2.034	na	(708)	na

There are no contingent liabilities relating to the Group's interest in the associates incurred jointly with other investors and no contingent liabilities arising because the investor is severally liable for all or part of the liabilities of the associate.

10 Financial instruments by category

		Loans and	Assets at fair value	Derivatives used for
			receivables through profit and loss		hedging Available-for-sale	Total
	Note	€000	€000	€000	€000	€000
Available-for-sale financial assets	12	-	-	-	716	716
Derivative financial instruments	16	-	279	2.851	-	3.130
Trade and other receivables excluding prepayments	14	225.547	-	-	-	225.547
Financial assets at fair value	17	-	24.809	-	-	24.809
Cash and cash equivalents	18	117.864	-	-	-	117.864
Assets as per 31 December 2014		343.411	25.088	2.851	716	372.066

		Liabilities at fair value through profit or loss	Derivative financial instruments	Other financial liabilities	Total
	Note	€000	€000	€000	€000
Borrowings (excluding finance lease liabilities and bank	22	-	-	347.385	347.385
overdrafts)
Finance lease liabilities	22	-	-	98	98
Derivative financial instruments	16	4.076	3.173	-	7.249
Trade and other payables	21	-	-	509.098	509.098
Liabilities as per 31 December 2014		4.076	3.173	856.581	863.830

		Loans and receivables	Assets at fair value through profit and loss	Derivatives used for hedging Available-for-sale		Total
	Note	€000	€000	€000	€000	€000
Available-for-sale financial assets	12	-	-	-	759	759
Derivative financial instruments	16	-	147	45	-	192
Trade and other receivables excluding prepayments	14	223.579	-	-	-	223.579
Cash and cash equivalents	18	82.823	-	-	-	82.823
Assets as per 31 December 2013		306.402	147	45	759	307.353

		Liabilities at fair value through profit or loss	Derivative financial instruments	Other financial liabilities	Total
	Note	€000	€000	€000	€000
Borrowings (excluding finance lease liabilities and bank	22	-	-	335.400	335.400
overdrafts)
Finance lease liabilities	22	-	-	230	230
Derivative financial instruments	16	6.773	2.277	-	9.050
Trade and other payables	21	-	-	497.514	497.514
Liabilities as per 31 December 2013		6.773	2.277	833.144	842.194

11 Deferred income tax

The gross movement on the deferred income tax account is as follows:

	Continuing	Total
	€000	€000
At 1 January 2014	(10.332)	(10.332)
Income statement charge	6.251	6.251
Charged/(Credited) to other comprehensive income	482	482
Changes in scope	26	26
At 31 December 2014	(3.573)	(3.573)

	Continuing	Discontinued	Total
	€000	€000	€000
At 1 January 2013	(14.644)	627	(14.017)
Income statement charge	1.443	(365)	1.078
Charged/(Credited) to other comprehensive income	3.134	-	3.134
Tax charged/(credited) directly to equity	(265)	-	(265)
Changes in scope	-	(262)	(262)
At 31 December 2013	(10.332)	-	(10.332)

Property Plant &
	Derivatives -	Equipment -	Tax losses -	Other -
	Continuing	Continuing	Continuing	Continuing	Total Continued
	Operations	Operations	Operations	Operations	Operations	Total
Deferred tax assets / (liabilities)	€000	€000	€000	€000	€000	€000
At 1 January 2014	3.002	(38.451)	23.760	1.358	(10.332)	(10.332)
Charged/(credited) to the income statement	(2.731)	1.153	9.208	(1.379)	6.251	6.251
Charged/(Credited) to other comprehensive income	(59 9)	-	-	1.081	482	482
Changes in scope	-	397	(371)	-	26	26
At 31 December 2014	(328)	(36.901)	32.597	1.060	(3.573)	(3.573)

		Property Plant &
	Derivatives -	Equipment -	Tax losses -	Other -	Total	Total -
	Continuing	Continuing	Continuing	Continuing	Continued	Discontinued
	Operations	Operations	Operations	Operations	Operations	Operations	Total
Deferred tax assets / (liabilities)	€000	€000	€000	€000	€000	€000	€000
At 1 January 2013	3.775	(37.185)	16.391	2.375	(14.644)	627	(14.017)
Charged/(credited) to the income statement	-	(1.266)	3.727	(1.017)	1.444	(365)	1.078
Charged/(Credited) to other comprehensive income	(508)	-	3.642	-	3.134	-	3.134
Charged/(Credited) directly to equity	(265)	-	-	-	(265)	-	(265)
Exchange difference	-	-	-	-	-	(262)	(262)
At 31 December 2013	3.002	(38.451)	23.760	1.358	(10.332)	(0)	(10.332)

Deferred income tax assets are recognised for tax losses carried forward and tax credits to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group did not recognise deferred income tax assets of EUR 24,4 million.

In 2014, an additional amount of EUR 9,2 million in respect of deferred tax assets was recognized on existing tax losses carried forward, based on the fact that the Company expects to utilize these losses in the foreseeable future as a result of taxable profits.

The deferred tax assets are classified as non-current assets in the statement of financial position. This amount includes tax losses carried forward which are expected to be used in the coming 12 months for a gross amount of approximately EUR 14,7 million.

12 Available-for-sale financial assets

	31 December 2014	31 December 2013
	€000	€000
Opening balance	759	1.031
Scope changes	(43)	-
Disposals	-	(259)
Exchange differences	-	(13)
Closing balance	716	759
Less non-current portion	(187)	(187)
Current portion	529	572

Available-for-sale financial assets include the following:

	31 December 2014	31 December 2013
	€000	€000
Unlisted equity shares in real estate and wholesale companies	613	613
Unlisted equity shares in an agricultural cooperative	101	101
Other unlisted equity shares	2	45
Total	716	759

Available-for-sale financial assets are denominated in the following currencies:

	31 December 2014	31 December 2013
	€000	€000
Euro	716	759
Total	716	759

The carrying amounts of the unlisted equity shares are booked at amortised cost.

The maximum exposure to credit risk at the reporting date is the carrying value of the financial assets classified as available-for-sale.

None of these financial assets are either past due or impaired.

The Group has an interest in these entities that ranges from 2% to 25% (see note 34).

13 Assets held for sale

	31 December 2014		31 December 2013
	Note	€000	€000
Opening balance
Transfer from property plant and equipment	6	4.284	-
Revaluation	5	1.507	-
Total assets held for sale		5.791	-

The Group owns a plot of land in Russia, in the Moscow region for 88.449 m². In respect of this plot of land, on 29 December 2014 a letter of intent was agreed on with a third party investor. The consideration amounts to EUR 4,3 million (net of selling expenses). As the carrying value amounted to EUR 2,8 million, a positive fair value adjustment of EUR 1,5 million was recorded as at 31 December 2014 as a non-recurring item. The asset held for sale is allocated to the Fruit & Vegetables segment.

Following the reorganisation of the flower business in the UK, the Group decided to sell the Pinchbeck site located near Spalding. The assets held for sale comprises nursery premises with growing, packing, distribution, storage and offices located on a site of 4,1 hectares. The asset is transferred from property, plant and equipment for a value of EUR 1,5 million. The related activities are reported within the Flowers & Plants segment.

14 Trade and other receivables

	31 December 2014	31 December 2013
	€'000	€'000
Trade receivables	177.975	176.672
Less: bad debt allowance	(2.249)	(2.023)
Trade receivables net	175.726	174.649
Guarantee deposits	497	2.504
Prepayments	40.146	29.658
Loans to third parties / related parties (note 33)	5.690	12.734
Third party / related party other receivables (note 33)	43.634	33.134
Trade and other receivables	265.693	252.679
Guarantee deposits	(497)	(2.504)
Prepayments	(3.376)	(559)
Loans to third parties / related parties (note 33)	(3.543)	(12.734)
Third party / related party other receivables (note 33)	(21.482)	(493)
Non-current portion	(28.898)	(16.290)
Current portion	236.795	236.389
The non-current receivables are due as follows:
1 to 3 years	(12.747)	(5.489)
3 to 5 years	(14.475)	(6.487)
more than 5 years	(1.676)	(4.314)
Non-current portion	(28.898)	(16.290)

The fair value of the current trade and other receivables approximates their carrying amount, as the impact of discounting is not significant.

The third party / related party other receivables amounting to EUR 43,6 million can be further broken down in a portion receivable on third parties amounting to EUR 21,2 million and a portion receivable on related parties amounting to EUR 22,4 million.

Loans to third parties / related parties amounting to EUR 5,7 million can be broken down in a portion loans to third parties amounting to EUR 3,1 million and a portion loan to related parties amounting to EUR 2,6 million.

As indicated in note 22 'Borrowings', the Group's current and future trade and other receivables are pledged as security for these borrowings.

The Group has entered into non-recourse factoring agreements with financial institutions whereby cash is made available to the Group in consideration for certain trade receivables generated by the Group. The transferred receivables for the period ended 31 December 2014 amount to EUR 245,2 million (31 December 2013: EUR 212,4 million).

As at 31 December 2014, gross trade receivables of EUR 67,3 million (31 December 2013: EUR 51,0 million) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

	31 December 2014	31 December 2013
	€000	€000
Up to 3 months	62.063	48.561
Over 3 months	5.193	2.430
Past due not impaired	67.256	50.991

As at 31 December 2014, trade receivables of EUR 2,2 million (31 December 2013: EUR 2,0 million) were impaired and provided for. The ageing analysis of these trade receivables is as follows:

	31 December 2014	31 December 2013
	€000	€000
Over 6 months	2.249	2.023
Past due impaired	2.249	2.023

The carrying amounts of the Group's net trade receivables are denominated in the following currencies:

	31 December 2014	31 December 2013
	€000	€000
Euro	130.236	144.266
US Dollar	7.349	10.120
British Pound	16.130	10.532
Polish Zloty	5.620	8.285
Brazilian Real	303	661
South African Rand	-	578
Czech Koruna	14.718
Bulgarian Lev	1.242
Other currencies	128	207
Trade receivables net	175.726	174.649

The movement of the Group bad debt allowance during the 12-month period ended 31 December 2014 amounts to EUR 0,2 million.

The creation and release of the bad debt allowance has been included primarily as a deduction in the income statement caption 'revenue from sales'. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The other classes within trade and other receivables do not contain impaired assets.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above.

15 Inventories

	31 December 2014	31 December 2013
	€000	€000
Raw material	9.725	17.072
Goods purchased for resale	14.924	18.024
Empties	282	1.251
Finished goods	18.440	15.673
Inventory	43.371	52.020

The cost of inventories recognized as expense and included in 'Cost of sales' amounts to EUR 2.424 million.

The amount of inventories written-down and recognized as an expense in the 12-month period ended 31 December 2014 is not significant (less than EUR 0,1 million).

16 Derivative financial instruments

	31 December 2014		31 December 2013
	Assets	Liabilities	Assets	Liabilities
	€000	€000	€000	€000
Interest rate swaps - held-for-trading	-	2.465	-	5.666
Interest rate swaps - cash flow hedging	-	2.895	-	-
Foreign exchange derivatives - cash flow hedges	2.851	278	45	2.129
Foreign exchange derivatives - held-for-trading	279	1.611	147	1.255
Total	3.130	7.249	192	9.050
Less non-current portion:	-	(5.361)	-	(5.519)
Current portion	3.130	1.888	192	3.531

The clean fair value of a derivative is classified as a non-current asset or liability if the remaining maturity of the derivative is more than 12 months and, as a current asset or liability, if the maturity of the derivative is less than 12 months.

The interest accrual on derivatives per 31 December 2014 amounts to EUR 1,5 million (EUR 1,7 million per 31 December 2013). The interest accrual is included in accrued expenses.

The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the consolidated statement of financial position.

Foreign exchange derivatives

There is no ineffectiveness recorded related to the cash flow hedges, hence all movements were recognized in other comprehensive income.

(a) Foreign exchange derivatives to cover cash flow risk

The notional principal amounts of the outstanding foreign exchange derivatives at 31 December 2014 were EUR 128,0 million (31 December 2013: EUR 171,7 million) as presented in the following table.

	€ million	31 December 2014 31 December 2013 € million
US Dollar/Euro	70,0	157,6
US Dollar/British Pound	3,0	-
Euro/British Pound	54,0	-
Euro/Polish Zloty	1,0	-
British Pound/Euro	-	9,7
British Pound/US Dollar	-	3,0
Polish Zloty/US Dollar	-	0,6
Polish Zloty/Euro		0,8
Notional amount	128,0	171,7

The hedged highly probable forecast transactions denominated in foreign currency are expected to occur at various dates during the next 12 months. Gains and losses recognised in the hedging reserve in equity on foreign exchange derivatives, designated under hedge accounting, as of 31 December 2014 are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement.

(b) Foreign exchange derivatives to cover long position of the Group in US Dollar and British Pound

The Group has two foreign currency forward contracts in place, one in US Dollar and one in British Pound, amounting to US Dollar 40,0 million and British Pound 33,0 million, respectively. The mark-to-market of these contracts was used to offset the revaluation result realised by the Group following its long position in US Dollar and British Pound.

Interest rate swaps

The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2014 were EUR 295 million (31 December 2013: EUR 180,5 million). An amount of EUR 125 million is related to forward starting interest rate swaps concluded in the framework of the factoring agreements of the Group. Since there is no ineffectiveness, all movements were recognized in other comprehensive income. The remaining amount relates to loans that have been reimbursed in 2013. These IRS are considered as trading financial instruments. Hence, all movements are recognized in the income statement.

At 31 December 2014, the fixed interest rates for the outstanding interest rate swap contracts vary from 0,6% to 3,35% (31 December 2013: 0,6% to 3,9%), and the main floating rates are based on 3 months and 6 months EURIBOR.

17 Financial assets at fair value

	31 December 2014	31 December 2013
	€000	€000
Listed securities - held for sale
Bond The Fruit Farm Group	24.783	-
Other securities	26
Total	24.809	-

In order to align the financing needs of its strategic growing operations in Turkey, South Africa, Costa Rica, Surinam, Uruguay and Brazil, and to reduce the overall debt position of the Company and emphasise the 'on the farm approach' of these growing operations, the Company decided to carve these operations out in the last quarter of 2014. In December 2014, UNIVEG Fruitpartners BV, a subsidiary of FieldLink NV and the holding parent of, amongst others, this combination, was split through a legal demerger, as a result of which part of the shareholdings in the six growing operations were transferred to a newly established company, Global Farms BV. Subsequently, the shares of Global Farms BV were divested to The Fruit Farm Group BV ('TFFG'), a related party. Total net consideration (net of transaction costs and taxes) related to this divestment amounted to EUR 79,2 million. Net cash proceeds amounted to EUR 54,2 million. In order to finance the acquisition of the Six Farms, The Fruit Farm Group BV issued senior secured notes of which EUR 25 million was underwritten by the Group.

Changes in fair values of financial assets at fair value are recorded in OCI.

The fair value of the securities is based on their current bid price in an active market.

During first quarter of 2015, the Group sold EUR 10 million of The Fruit Farm Group bond.

18 Cash and cash equivalents

	31 December 2014	31 December 2013
	€000	€000
Cash at bank and in hand	116.547	81.348
Short-term bank deposits	1.317	1.475
Cash and cash equivalents continuing operations (excluding bank overdrafts)
	117.864	82.823

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

	31 December 2014	31 December 2013
Note	€000	€000
Cash and cash equivalents continuing operations (excluding bank overdrafts)	117.864	82.823
Bank overdrafts 22	(14)	(3.556)
Cash and cash equivalents continuing operations	117.850	79.267

19 Share capital

	Number of
	shares	Ordinary shares
	Tousands	€000
At 31 December 2013	25.882	6.938
At 31 December 2014	26.207	9.400

As at 31 December 2014, the total share capital of EUR 9,4 million consists of 26,2 million ordinary shares without face value. All shares have been fully paid.

The holders of ordinary shares are entitled to receive dividends as and when declared and are entitled to one vote per share at Shareholders' meetings of the Company.

The share capital may be increased or reduced by a resolution of shareholders adopted in the manner required for amendment of the articles of association.

On 16 April 2014, a capital increase took place by contribution in cash by Stichting Administratiekantoor FieldLink ('STAK FieldLink') in the amount of EUR 2,5 million. Following this capital increase 324.817 new ordinary shares have been issued. The decision rights of the newly issued shares are lodged in the STAK FieldLink; the economic rights are vested with the participants of the STAK FieldLink. The STAK FieldLink was established on 18 September 2013 and its object is the holding of FieldLink shares. In exchange the STAK FieldLink issues a depository receipt of shares for each FieldLink share to its participants, which are members of the management board, consultants and employees of the Group.

20 Retained earnings

	Retained earnings
	€000
At 31 December 2013, Revised	23.209
Profit/(loss) for the period	17.929
At 31 December 2014	41.138

The retained earnings per 31 December 2013 have been revised for the change in accounting policy on fair value valuation of biological assets (see basis of preparation).

21 Trade and other payables

	31 December 2014	31 December 2013
	€000	€000
Trade payables	424.412	399.360
Social security and other taxes	31.723	39.653
Accrued expenses	32.810	33.078
Other payables	20.153	25.423
Total trade and other payables	509.098	497.514
Non-current portion	-	-
Current portion	509.098	497.514

The average payment term of trade payables is approximately 45 days.

The carrying amounts of the Group's net trade payables are denominated in the following currencies:

	31 December 2014	31 December 2013
	€000	€000
Euro	372.927	363.088
US Dollar	9.725	13.810
British Pound	19.188	10.756
Polish Zloty	5.126	5.516
Brazilian Real	941	4.058
Czech Koruna	15.739	-
Bulgarian Lev	662	-
South African Rand	-	1.642
Other currencies	104	490
Trade payables net	424.412	399.360

22 Borrowings

	31 December 2014	31 December 2013
	€000	€000
Debentures and other loans	284.861	285.993
Shareholders loan	-	21.972
Finance lease liabilities	42	140
Non-current borrowings	284.903	308.105
Bank overdraft	14	3.556
Debentures and other loans	62.524	27.435
Finance lease liabilities	56	89
Current borrowings	62.594	31.080
Total borrowings	347.497	339.185

(a) Borrowings

In November 2013 the Group issued senior secured notes with a coupon of 7,875% due in 2020. Furthermore the Group entered into a EUR 90 million syndicated revolving credit facility agreement which bears a margin ranging between 2,75% and 3,75%.

The outstanding amount on senior secured notes per 31 December 2014 amounts to the issued amount of EUR 285,0 million netted with the fair value amount of notes acquired by FieldLink for EUR 0,9 million.

	31 December 2014	31 December 2013
	€000	€000
Bond issued amount	285.000	285.000
Acquired	(948)	-
Total	284.052	285.000

The shareholders loans have been redeemed during the year ended 31 December 2014. The increase in current debentures and other loans is due to the fact that the Group has almost fully drawn its revolving credit facility to finance its working capital requirements.

The notes and revolving credit facility are secured through different types of assets. These include:

• Pledge on the intercompany receivables of the major Dutch and Belgian subsidiaries of the FieldLink Group;
• Pledge on the receivables of the most important Dutch, Belgian and Spanish subsidiaries of the FieldLink Group outstanding on their insurance companies following claims;
• Pledge on VAT and tax receivables, as well as subsidies granted by government of the most important Belgian subsidiaries of the FieldLink Group
• Silent pledge on the trade receivables of the most important Dutch, Belgian and Spanish subsidiaries of the FieldLink Group;
• Pledge on the bank accounts of the most important Dutch, Belgian, Spanish and German subsidiaries of the FieldLink Group;
• Pledge on moveable assets of the most important Dutch and Belgian subsidiaries;
• Pledge on the shares of the most important Dutch, Belgian, Italian, German, English, French and Spanish affiliates of the FieldLink Group;
• Silent pledge on the assets of the most important German and English affiliates of the FieldLink Group.

On a quarterly basis, the FieldLink Group communicates to the security agent the values of all securities.

Borrowings are due as follows:

	31 December 2014	31 December 2013
	€000	€000
Less than 1 year	62.594	31.080
1-5 years	828	22.640
Over 5 years	284.075	285.465
Total	347.497	339.185

The carrying amounts and fair value of the non-current borrowings are as follows:

	Carrying amount		Fair value
	31 December 2014 31 December 2013		31 December 2014 31 December 2013
	€000	€000	€000	€000
Debentures and other loans	284.861	285.993	273.541	290.753
Shareholders loan	-	21.972	-	22.829
Finance lease liabilities	42	140	42	140
Total	284.903	308.105	273.583	313.722

Management assessed that cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amount largely due to the short-term maturities of these instruments.

Fair value of the quoted bond is based on price quotations at the reporting date.

The carrying amounts of the Group's borrowings are denominated in the following currencies:

	31 December 2014	31 December 2013
	€000	€000
Euro	346.603	337.920
Turkish Lira	-	905
US Dollar	-	104
South African Rand	-	15
Great Britain Pound	851	-
Other currencies	43	241
Total	347.497	339.185

The Group has the following undrawn borrowing facilities:

	31 December 2014 €000	31 December 2013 €000
Floating rate
Expiring within one year	-	-
Expiring beyond one year	50.003	86.934
Total	50.003	86.934

The Company has sufficient headroom to enable it to comply with covenants on the existing revolving credit facility facility on a quarterly basis. The covenant measures the net debt leverage on the last twelve months recurring EBITDA for the continuing business. The Group has sufficient working capital and undrawn financing facilities to service its operating activities.

(b) Finance lease liabilities

Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.

	31 December 2014 €000	31 December 2013 €000
Gross finance lease liabilities- minimum lease payments:
No later than 1 year	56	89
Later than 1 year and no later than 5 years	42	140
Finance lease liabilities	98	229

23 Post-employment benefits

The following has been recognised in the statement of financial position and the income statement regarding post-employment benefits.

	31 December 2014	31 December 2013
	€000	€000
Balance sheet obligations for defined benefit plan	17.154	14.328
Balance sheet obligations for termination indemnities	190	152
Other	-	23
Statement of financial position	17.344	14.503
	31 December 2014	31 December 2013
	€000	€000
Employee benefit expense	841	649
Interest expense	422	461
Income statement	1.263	1.110

The Group operates several retirement benefit plans, two for employees in the Netherlands, three for employees in Germany, one for employees in the USA and one for employees in Italy. The actuarial valuation method used is the projected unit credit cost method. This method allocates future accruals to the year in which the benefit is earned. The sum of accruals for prior years is the liability for the present value of defined benefit obligations. The plan assets were valued at fair market value taking into account the present value of the expected future cash flows.

One of the plans in which the Group participates is the Gustav Scipio Stiftung Fund (GUSS), a multi-employer defined benefit pension fund. The assets and liabilities attributable to each member of the fund at the end of each financial year are determined by an independent actuary, as are the contributions due from members.

The ratio of contribution obligations is determined within the Articles of Association of GUSS. Contributions are based upon the ratio of unfunded liabilities between members. Unfunded liabilities are determined as the fund liabilities minus assets allocated to members. If, according to the annual actuarial report, the Group has no further obligations to beneficiaries of the plan and ceases to be liable under the GUSS, it will be entitled to a reimbursement payment in cash minus any negative tax impact on the other members.

According to articles of association of GUSS, entities are not liable for liabilities of the other entities within the fund.

In the event of a wind-up of the fund, all assets and liabilities will be split between members in the proportions determined by an independent actuary. Such a wind-up will require approval from the Board of GUSS Directors and the Bremen State Authority.

a) Amounts recognised in the statement of financial position:

	The Netherlands €000	Germany €000	Italy €000	USA €000	Total €000
Present value of defined benefit obligation	20.888	14.151	1.646	3.751	40.436
Fair value of plan assets	(18.555)	(2.254)	-	(2.283)	(23.092)
Net liability in the statement of financial position at	2.333	11.897	1.646	1.468	17.344
31 December 2014

	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Present value of defined benefit obligation	14.974	12.129	1.374	3.054	31.531
Fair value of plan assets	(12.789)	(2.226)	-	(2.035)	(17.051)
Net liability in the statement of financial position at	2.185	9.902	1.374	1.019	14.480
31 December 2013

b) Movements in the defined benefit obligation over the period:

	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Defined benefit obligation (DBO) at 1 January 2014	1 4.974	12.129	1.374	3.054	31.531
Current service cost	450	25	150	19	644
Past service cost	(73)	56	34	-	17
Interest cost	519	416	-	97	1.032
Experience (gain)/loss	109	(86)	(2)	21	42
(Gain)/loss due to Demographic Assumption Changes	23	3	-	-	26
(Gain)/loss due to Financial Assumption Changes	5.19 0	2.075	140	491	7.896
Remeasurements	5.322	1.992	138	512	7.964
Expected plan participant contributions	69	-	-	-	69
Benefits paid	(373)	(467)	(50)	(369)	(1.260)
Foreign exchange	-	-	-	439	439
Defined benefit obligation (DBO) at 31 December
2014	20.888	14.151	1.646	3.751	40.436

	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Defined benefit obligation (DBO) at 1 January 2013	14.791	12.687	1.273	3.823	32.574
Current service cost	480	32	149	24	685
Past service cost	-	-	-	(116)	(116)
Interest cost	350	472	27	125	974
Experience (gain)/loss	(12)	(166)	26	20	(132)
(Gain)/loss due to Demographic Assumption Changes	(4 )	-	15	-	11
(Gain)/loss due to Financial Assumption Changes	(117)	(360)	(47)	(209)	(733)
Remeasurements	(133)	(526)	(6)	(188)	(854)
Expected plan participant contributions	64	-	-	-	64
Benefits paid	(578)	(536)	(69)	(474)	(1.657)
Foreign exchange	-	-	-	(140)	(140)
Defined benefit obligation (DBO) at 31 December
2013	14.974	12.129	1.374	3.054	31.531

c) Movement in the fair value of plan assets over the period:

	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Fair value of plan assets at 1 January 2014	12.789	2.226	-	2.035	17.051
Interest income	451	74	-	85	610
Actual Expenses, Taxes and Premiums paid	(60)	-	-	(29)	(89)
Employer contributions	1.615	212	-	270	2.097
Plan participant contributions	69	-	-	-	69
Return on plan assets (excluding interest income)	3. 974	(28)	-	18	3.964
Disbursements	(283)	(231)	-	(369)	(884)
Foreign exchange	-	-	-	274	274
Fair value of plan assets at 31 December 2014	18.555	2.254	-	2.283	23.092

	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Fair value of plan assets at 1 January 2013	12.651	2.223	-	1.958	16.831
Interest income	372	71	-	71	513
Actual Expenses, Taxes and Premiums paid	(57)	-	-	(29)	(86)
Remeasurement gain/(loss) in OCI	(33)	(21)	-	215	161
Employer contributions	321	187	-	386	894
Plan participant contributions	64	-	-	-	64
Disbursements	(529)	(233)	-	(474)	(1.235)
Foreign exchange	-	-	-	(92)	(92)
Fair value of plan assets at 31 December 2013	12.789	2.226	-	2.035	17.051

The fair values of the assets have not been materially changed due to the adoption of IFRS 13. The plan assets do not include any properties used by the Group or its equity instruments.

In the Netherlands, the plan assets relate to insurance contracts. In the USA, the plan assets relate to equities (60%), corporate bonds (36%) and cash (4%). In Germany, the plan assets relate to corporate bonds (72%) and governmental bonds (28%).

d) Development of the accumulated other comprehensive income:

	The Netherlands €000	Germany €000	Italy €000	USA €000	Total €000
Cumulative actuarial (gain)/loss at 1 January 2014	95	659	45	(321)	478
Experience (gain)/loss	109	(86)	(2)	21	42
(Gain)/loss due to Demographic Assumption Changes	(3 )	3	-	-	-
(Gain)/loss due to Financial Assumption Changes	5.12 3	2.075	140	491	7.829
Return on plan assets (excluding interest income)	(3 .974)	28	-	(18)	(3.964)
Cumulative actuarial (gain)/loss at 31 December
2014
	1.350	2.679	183	173	4.385
	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Cumulative actuarial (gain)/loss at 1 January 2013	1 95	1.163	51	67	1.476
Remeasurement (gain)/loss in OCI	33	21	-	(215)	(161)
Experience (gain)/loss	(12)	(166)	26	20	(132)
(Gain)/loss due to Demographic Assumption Changes	(4 )	-	15	-	11
(Gain)/loss due to Financial Assumption Changes	(117 )	(359)	(47)	(209)	(732)
Foreign exchange	-	-	-	16	16
Cumulative actuarial (gain)/loss at 31 December

e) Expense recognised in the income statement:

	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Current service cost	450	25	150	19	644
Past service cost	(73)	56	34	-	17
Interest cost	519	416	-	97	1.032
Interest income	(451)	(74)	-	(85)	(610)
Actual Expenses, Taxes and Premiums paid	60	-	-	29	89
(Gain)/loss due to Financial Assumption Changes	91	-	-	-	91
Expense recognised in income statement for 2014	596	423	184	60	1.263

2013 659 95 45 (321) 478

	The Netherlands €000	Germany €000	Italy €000	USA €000	Total €000
Current service cost	480	32	149	24	685
Past service cost	-	-	-	(116)	(116)
Interest cost	350	473	27	125	975
Interest income	(372)	(71)	-	(71)	(514)
Actual Expenses, Taxes and Premiums paid	57	-	-	29	86
(Gain)/loss due to Financial Assumption Changes	(6)	-	-	-	(6)
Expense recognised in income statement for 2013	509	434	176	(9)	1.110

The expected contribution for 2015 is in line with the amounts presented for 2014.

f) Actual return on plan assets:

	The Netherlands	Germany	Italy	USA	Total
	€000	€000	€000	€000	€000
Interest income on plan assets	451	74	-	85	610
Remeasurement gain/(loss) in OCI	3.974	(28)	-	18	3.964
Actual return on plan assets for 2014	4.425	47	-	103	4.575

	The Netherlands €000	Germany €000	Italy €000	USA €000	Total €000
Interest income on plan assets	372	71	-	71	514
Remeasurement gain/(loss) in OCI	(33)	(21)	-	215	161
Actual return on plan assets for 2013	339	50	-	286	675

g) Principal actuarial assumptions for the Netherlands at the balance sheet date are as follows:

	The Netherlands
	31 December 2014	31 December 2013
Discount rate	2,1%	3,5%
General wage increases	2,0%	2,0%
Increase of benefits to current participants	0,0%	0,0%
Increase of benefits to former participants	0,0%	0,0%
Inflation	2,1%	2,0%
Number of active participants pension plan	176	132
Number of inactive participants pension plan	273	303
Average age of active participants pension plan	44	45
Average service of active participants pension plan	11	12
Number of active participants jubilee premium	568	670
Average age of active participants jubilee premium	43	43
Average service of active participants jubilee premium	11	11
Defined benefit obligation active participants (€000)	11.404	7.413

Mortality rate:

The mortality rate assumptions used for the future mortality experience are set based on the GBM/GBV 2012-2062 mortality tables.

h) Principal actuarial assumptions for Germany at the balance sheet date are as follows:

	Germany
	31 December 2014	31 December 2013
Discount rate	2,1%	3,5%
General wage increases	0,0%-2,0%	0,0%-2,0%
Number of active participants	117	123
Number of inactive participants	956	979

i) Principal actuarial assumptions for Italy at the balance sheet date are as follows:

	Italy
	31 December 2014	31 December 2013
Discount rate	0,9%	2,5%
Annual TFR increase	3,0%	3,0%
Advanced payment annual rate	3,5%	3,0%
Withdrawal annual rate	9,0%	11,0%
Inflation	2,0%	2,0%

Mortality rate:

The mortality rate assumptions used for the future mortality experience are set based on the RG48 Italian mortality table.

j) Principal actuarial assumptions for the USA at the balance sheet date are as follows:

	USA
	31 December 2014	31 December 2013
Discount rate	3,5%	4,3%
Expected rate of return on plan assets	4,3%	3,5%
Retirement rate	100% at age 65	100% at age 65
Number of active participants	5	6
Number of inactive participants	58	61

Mortality rate:

The mortality rate assumptions used for the future mortality experience are set based on the RP-2014 Employee and Healthy Annuitants Mortality tables.

k) Discount rate sensitivity on the defined benefit obligation is as follows:

	DBO at discount rate - 0,50% DBO at discount rateDBO at discount rate + 0,50%
The Netherlands	22.909	20.888	18.460
Germany	15.325	14.151	13.110
Italy	1.705	1.646	1.588
USA	3.913	3.751	3.601
DBO at 31 December 2014	43.852	40.436	36.759

l) Average duration of the pension plans is presented in the following table:

	31 December 2014
The Netherlands	22,0
Germany	n.a.
Italy	10,0
USA	8,4

24 Provisions for other liabilities and charges

	Legal claims	Onerous contracts	Decommissioning	Restructuring	Other	Total
	€000	€000	€000	€000	€000	€000
Opening net book amount at 1 January 2014	4.334	4.765	3.677	276	235	13.287
Additional provisions	1.685	-	41	8.910	566	11.202
Unused amounts reversed	(452)	(5.015)	(70)	(192)	(147)	(5.874)
Unwinding of discounts and changes in discount	-	250	1.118	-	-	1.368
Used during period	(17)	-	(8)	(216)	13	(229)
Change in scope	(100)	-	-	-	(50)	(149)
Exchange differences	(4)	-	-	-	(0)	(4)
At 31 December 2014	5.446	0	4.758	8.778	617	19.600

Analysis of total provisions:	31 December 2014
	€000
Non-current	11.587
Current	8.013
Total	19.600

	Legal claims	Onerous contracts	Decommissioning	Restructuring	Other	Total
	€000	€000	€000	€000	€000	€000
Opening net book amount at 1 January 2013	10.532	5.005	3.467	217	1.696	20.917
Additional provisions	121	-	90	458	84	753
Unused amounts reversed	(6.224)	(760)	-	(83)	(30)	(7.097)
Unwinding of discounts and changes in discount	-	520	120	-	-	640
Used during period	(120)	-	-	(316)	(1.500)	(1.936)
Exchange differences	25	-	-	-	(15)	10
At 31 December 2013	4.334	4.765	3.677	276	235	13.287

Analysis of total provisions:	31 December 2013
	€000
Non-current	12.655
Current	632
Total	13.287

Legal claims

An amount of EUR 3,5 million has been provided for pending tax litigations and import licenses as per 31 December 2013. Based on recently gathered information the amount provided has been increased with EUR 1,2 million in 2014 in order to better align the estimation with a possible future settlement of the claim (see note 5).

Onerous contract

As per December 2013 the Company provided for an operating lease agreement whose terms were unfavourable compared to market terms. In the third quarter of 2014 this lease contract was settled and renegotiated. Consequently the provision of EUR 5,0 million was released. The effect on the income statement was largely compensated by a payable related to settlement costs.

Decommissioning

Obligations arising from lease agreements require the Group to decommission several buildings, primarily in Germany, at the end of the lease contract.

Restructuring

In 2014 a provision of EUR 5,3 million was accounted for in view of the discontinued commercial activities with a German customer as disclosed in note 5.

In order to improve the profitability of the flower business in the Netherlands, the Group decided to reorganize the business through relocation of the activities and change of the local management. An amount of EUR 2,4 million has been provided.

25 Expenses by nature

	for the 12-month period ended 31 December 2014
		General &
	Selling, marketing and	administrative	Other operating
	distribution expenses	expenses	(income)/expense, net	Total
	€000	€000	€000	€000
Rentals	1.843	11.262	(2.109)	10.996
Maintenance and repair	524	2.309	-	2.833
Personnel expenses	47.979	50.413	-	98.392
Utilities	594	2.348	-	2.942
Travel and representation	6.522	2.259	-	8.781
Office expenses	809	2.340	-	3.149
Fees	28	19.253	-	19.281
Insurance	-	2.020	-	2.020
Information and communication technology	-	9.618	-	9.618
Depreciation	6.276	6.848	-	13.124
Fixed assets retirements	-	-	(187)	(187)
Third party indemnities	-	-	(1.391)	(1.391)
Other	1	4.021	-	4.022
Total expenses	64.576	112.692	(3.687)	173.581

	for the 12-month period ended 31 December 2013
		General &
	Selling, marketing and	administrative	Other operating
	distribution expenses	expenses	(income)/expense, net	Total
	€000	€000	€000	€000
Rentals	1.572	11.174	(1.783)	10.963
Maintenance and repair	416	2.476	-	2.892
Personnel expenses	45.174	49.064	-	94.238
Utilities	617	2.592	-	3.209
Travel and representation	5.751	2.097	-	7.848
Office expenses	521	1.939	-	2.460
Fees	25	13.932	-	13.957
Insurance	-	1.937	-	1.937
Information and communication technology	-	8.689	-	8.689
Depreciation	6.182	7.284	-	13.466
Fixed assets retirements	-	-	(108)	(108)
Other	-	8.349	-	8.349
Total expenses	60.258	109.533	(1.891)	167.900

26 Employee benefit expense

	31 December 2014 12 months	31 December 2013 12 months
Note	€000	€000
Wages and salaries	153.860	143.165
Social security costs	33.163	29.594
Pension costs - defined benefit plans 23	841	649
Pension costs - defined contribution plans	1.613	1.026
Termination benefits	690	471
Temporary workforce	73.289	59.743
Other employee benefit expenses	11.345	10.161
Total employee benefit expenses	274.801	244.809

27 Other operating income/(expense)

	31 December 2014	31 December 2013
	€000	€000
Income from rentals	2.109	1.783
Indemnities received (*)	1.391	-
Gain on disposal of fixed assets	370	468
Other operating income	3.870	2.251
Loss on disposal of fixed assets	(183)	(360)
Other operating expenses	(183)	(360)
Total	3.687	1.891

(*) The third party indemnities have been presented under the 'Other operating income/(expense)' whereas prior year these were presented under the 'General and administrative expenses'.

28 Financial income and costs

	31 December 2014	31 December 2013
	€000	€000
Bank borrowings and bond	(28.206)	(20.083)
Shareholder loans	-	(141)
Factoring interest	(3.067)	(2.947)
Defined benefits	(398)	(395)
Total interest expense	(31.671)	(23.566)
Foreign exchange losses	(6.285)	(9.389)
Bank charges	(2.908)	(7.549)
Other financial charges	(3.400)	(3.532)
Realised net interest expense on interest rate swaps	(549)	396
Fair value losses on interest rate swaps: held for trading	(170)
Finance costs	(44.983)	(43.640)
Net foreign exchange gains	2.792	5.288
Interest income	1.803	4.226
Finance income	4.595	9.514
Net finance costs	(40.388)	(34.126)

29 Income tax expense

	12-month period ended 31 December 2014
	Continuing	Total
	€000	€000
Current tax on profits for the year	3.453	3.453
Adjustments in respect of prior years	714	714
Total current tax	4.167	4.167
Origination and reversal of temporary differences	3.142	3.142
First time recogniition of tax losses not recognized in prior year	(9.393)	(9.393)
Total deferred tax	(6.251)	(6.251)
Income tax expense	(2.084)	(2.084)

		12-month period ended 31 December 2013
	Continuing	Discontinued	Total
	€000	€000	€000
Current tax on profits for the year	6.703	142	6.845
Adjustments in respect of prior years	314	-	314
Total current tax	7.017	142	7.159
Origination and reversal of temporary differences	(1.446)	365	(1.081)
Adjustments in respect of prior years	4	-	4
Total deferred tax	(1.442)	365	(1.077)
Income tax expense	5.575	507	6.082

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the statutory tax rate applicable in Belgium to profits of the consolidated entities as follows:

	12-month period ended 31 December 2014
	Continuing	Total
	€000	€000
Profit before tax	14.474	14.474
Tax calculated at statutory Belgian tax rate applicable to profits	4.920	4.920
Tax effects of:		-
- Differences in tax rates	(1.901)	(1.901)
- Timing differences	1.862	1.862
- Permanent differences	(3.846)	(3.846)
- First time recognition of tax losses not recognized in prior year	(9.393)	(9.393)
- Effect of losses incurred by subsidiaries for which no deferred tax asset is
recognized	6.723	6.723
- Utilization tax losses	(1.207)	(1.207)
- Other	758	758
Tax charge	(2.084)	(2.084)

The permanent differences mainly relate to untaxed gains on disposal of subsidiaries partially offset by the effect of disallowed expenses.

	12-month period ended 31 December 2013
	Continuing	Discontinued	Total
	€000	€000	€000
Profit before tax	21.828	249	22.077
Tax calculated at statutory Belgian tax rate applicable to profits	7.419	85	7.504
Tax effects of:			-
- Tax losses	8.910	-	8.910
- Differences in tax rates	(1.500)	(35)	(1.535)
- Non-deductible expenses	(3.504)	-	(3.504)
- Timing differences	(1.844)	-	(1.844)
- Uncertain tax position	550	-	550
- Utilization tax losses	(1.748)	-	(1.748)
- Other	(2.708)	457	(2.251)
Tax charge	5.575	507	6.082

The tax calculated at domestic tax rates is based on the Belgian statutory tax rate of 33,99%.

30 Contingencies

No contingencies have been identifed for the 12-month period ended 31 December 2014.

31 Commitments

Capital commitments

At 31 December 2014 and 31 December 2013, the following amounts were committed for the purchase of property, plant and equipment and biological assets:

	31 December 2014	31 December 2013
	€million	€million
Bulbs	0,3	3 ,0
Machinery and equipment	0,6	0 ,4
Total committed	0,9	3 ,4

Operating lease commitments as lessee

The Group mainly leases land, buildings, equipment and vehicles under operating lease agreements. The lease terms are mainly between 1 and 30 years.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

	31 December 2014	31 December 2013
	€000	€000
No later than 1 year	29.064	28.577
Later than 1 year and no later than 5 years	86.873	94.665
Later than 5 years	127.123	131.202
Total	243.060	254.444

There is no contingent rent for the period ended 31 December 2014.

32 Business combinations

As part of a privatisation process of the banana growing industry and more specifically Stichting Behoud Bananen Sector ('SBBS'), the Republic of Surinam and UNIVEG Fruitpartners BV entered into a sale and purchase agreement in respect of the 90% of total shares (2.000) of Food and Agriculture Industries N.V. ('FAI'). In early January 2014, FAI was incorporated following a contribution in kind by SBBS and the Republic of Surinam, through Surinaamse Landbouwbedrijven N.V. ('Surland'). Subsequently, 200 and 1.600 shares of FAI respectively held by Surland and SBBS were acquired by UNIVEG Fruitpartners on 23th January 2014. The Republic of Surinam still holds 200 shares or 10% of total shares. The financial position at the date of acquisition is presented below. FAI was sold in December 2014 in the framework of the carve-out of The Fruit Farm Group, as described in note 5.

	1 Jan 2014
	€000
Cash	5.729
Total consideration	5.729
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment	20.593
Intangible assets	30
Biological assets	970
Inventories	3.325
Borrowings	(18.553)
Total identifiable net assets	6.365
Non-controlling interest	(637)
Goodwill	-
Total	5.729

As per 3 January 2014, the Company acquired all shares of Empire World Trade Group ('EWT'). The business reasons for this acquisition are in line with UNIVEG's continued strategic focus and development of the UK market. Total consideration amounted to 1 Pound Sterling resulting in an initial goodwill of EUR 8,3 million. The related purchase price allocation was not yet finalised by 31 December 2014.

	1 Jan 2014 €000
Cash	-
Total consideration	-
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment	2.919
Biological assets	253
Deferred income tax assets	170
Inventories	1.730
Trade and other receivables	9.078
Trade and other payables	(16.938)
Borrowings	(5.519)
Total identifiable net assets	(8.307)
Non-controlling interest	-
Goodwill	8.307
Total	-

33 Related parties

The Group is mainly controlled by the Deprez Holding.

The following transactions are carried out with related parties.

Sales of goods and services

	31 December 2014 12 months	31 December 2013 12 months
	€000	€000
Sales of goods	31	39
Sales of services	922	1.002
Total	953	1.041

Goods and services are sold based on the price lists in force and terms that would be available to third parties.

Purchases of goods and services

	31 December 2014	31 December 2013
	12 months	12 months
	€000	€000
Purchase of goods	9.082	9.618
Purchase of services	4.637	5.375
Total	13.719	14.993

Goods and services are bought from associates on normal commercial terms and conditions comprising the purchase of fruit and vegetables and transport services.

In 2014, the Group purchased an amount of EUR 21,0 million from the Orchards Invest Group, relating to fruit deliveries. In 2014, all transactions with The Fruit Farm Group are still included in the consolidated financial statements.

Period-end balances arising from sales/purchases of goods/services

	31 December 2014	31 December 2013
	€000	€000
Trade receivables from related parties	2.697	-
Other receivables from related parties	22.435	17.302
Payables to related parties	4.093	3.245

The receivables from related parties arise mainly from sale transactions and are due one month after the date of sales. The receivables are unsecured in nature and bear no interest.

The other receivables relate to positions towards The Fruit Farm Group, Orchards Invest Group and De Weide Blik NV.

The payables to related parties arise from purchase transactions for services due one month after the date of purchase. The payables from purchase transactions bear no interest.

Other related party transactions

In order to align the financing needs of its strategic growing operations in Turkey, South Africa, Costa Rica, Surinam, Uruguay and Brazil, and to reduce the overall debt position of the Company and emphasise the 'on the farm approach' of these growing operations, the Company decided to carve these operations out in the last quarter of 2014. In December 2014, UNIVEG Fruitpartners BV, a subsidiary of FieldLink NV and the holding parent of, amongst others, this combination, was split through a legal demerger, as a result of which part of the shareholdings in the six growing operations were transferred to a newly established company, Global Farms BV. Subsequently, the shares of Global Farms BV were divested to The Fruit Farm Group BV ('TFFG'), a related party. Total net consideration (net of transaction costs and taxes) related to this divestment amounted to EUR 79,2 million, resulting in a net capital gain of EUR 28,0 million. Net cash proceeds amounted to EUR 54,2 million. In order to finance the acquisition of the 6 Farms, The Fruit Farm Group BV issued senior secured notes of which EUR 25 million was underwritten by the Group.

The weak performance of the Lincolnshire non-Daffodils flower operations in the United Kingdom led the Company to decide to hive down and sell the Lincolnshire activities to a related party in December 2014. The hive down of the Lincolnshire operations resulted in non-recurring expenses for EUR 3,4 million.

In 2014, the Group acquired the endive business from A. Heremans – Aerts NV ("Herwi"), a related party, through an asset deal (see note 8).

Orchards Invest Services, acting on behalf of its subsidiaries, entered into a fruit sales, marketing and distribution agreement with FieldLink NV from December 2012 to December 2017, acting on behalf of its affiliated companies. Under this agreement, Orchards Invest Services has appointed FieldLink as its exclusive agent to handle, distribute and market fruit on a free consignment basis with a floor price mechanism. FieldLink is paid a commission on the final sales price to its customer. The goods are transported by Orchards Invest Services' subsidiaries to the port of destination on a CIF basis whereby expenses, custom duties and risks are borne by the Orchards Invest Services' subsidiaries. FieldLink will make pre-season advances available to the Orchards Invest Services' subsidiaries. The advances are deducted from the final sales price realised by FieldLink, net of expenses, prior to payment to Orchards Invest Services. In the event that at the end of a season there is a balance due to FieldLink, Orchards Invest Services and FieldLink will agree on payment terms.

The Fruit Farm Group, acting on behalf of its subsidiaries, entered into a fruit sales, marketing and distribution agreement with FieldLink NV from December 2014 to December 2019, acting on behalf of its affiliated companies. Under this agreement, The Fruit Farm Group has appointed FieldLink as its exclusive agent to handle, distribute and market fruit on a free consignment basis with a floor price mechanism. FieldLink is paid a commission on the final sales price to its customer. The goods are transported by The Fruit Farm Group's subsidiaries to the port of destination on a CIF basis whereby expenses, custom duties and risks are borne by the The Fruit Farm Group's subsidiaries. FieldLink will make pre-season advances available to the The Fruit Farm Group's subsidiaries. The advances are deducted from the final sales price realised by FieldLink, net of expenses, prior to payment to the The Fruit Farm Group's subsidiaries. In the event that at the end of a season there is a balance due to FieldLink, the The Fruit Farm Group's subsidiary and FieldLink will agree on payment terms.

Key management compensation

Compensation for key management comprises the compensation for the Group's Executive Committee. Compensation paid or payable to key management includes salaries, management fees, bonuses, other short-term benefits and termination costs.

The remuneration of key management is determined on an annual basis by the Board of Directors, based on a proposal of the Group's Remuneration Committee. The remuneration consists of a fixed and variable compensation. The variable component is related to the financial results and the implementation of the Group's Global Strategic Plan. The members of the Executive Committee are among the members of the Management Investment Plan or STAK.

Until 29 July 2013, the Executive Committee comprised six members, of which four had a self-employed status. In the framework of the Change of Control at that date, two members of the Executive Committee where terminated and were later replaced by three new members. In 2014 the Executive Committee counted 7 member of which 3 self-employed.

The total compensation of the Executive Committee, including bonuses, amounted to EUR 4,0 million in the 12 month period ended 31 December 2014 and EUR 4,2 million in the twelve months period ended 31 December 2013.

In 2013, the Group's management has invested in the share capital of FieldLink NV, through a STAK, a foundation incorporated in the Netherlands, and whereby participants receive Share Certificates. The economic rights are vested with participants, while the decision rights (voting rights, …) are lodged in the foundation. Participants have entered into a Certificate Holders agreement which defines the rights and obligations related to the Share Certificates. The specific commercial terms (share price, amount invested, …) are defined in a personalised Participation Agreement.

Loans to related parties

	€000
At 31 December 2012	709
Repaid	(104)
Interest accrued	41
At 31 December 2013	646
Repaid	(158)
At 31 December 2014	488

The loans to related parties comprise of a loan to associate Frunchincha SAC. The loan is outstanding for an amount of EUR 0,5 million (31 December 2013 EUR 0,6 million) and bears an interest rate of EURIBOR plus 2 percentage points. The term of the loan is 3 years.

The Group has given a loan towards its parent company De Weide Blik NV 16 December 2014 with a repayment date 15 January 2015. The loan is outstanding for an amount of EUR 2,2 million at 31 December 2014 and bears an interest rate of EURIBOR with a margin of 0,5%.

During the year ended 31 December 2014 the Group repaid its shareholders loan. Prior year this loan was outstanding for an amount of EUR 22,0 million.

34 List of consolidated companies

The most important subsidiaries and associates of the Group at 31 December 2014 and at 31 December 2013 and the Group percentage of ordinary share capital or associate interest are presented below. The principal country of operation is generally indicated by the company's country of incorporation or by its name.

The Group holds 94% of the shares of Univeg Deutschland. Based on the signed share purchase agreement of 6% of the shares, the FieldLink Group remains eligible to all past and future profits of Univeg Deutschland. As a result, Univeg Deutschland is consolidated for 100%.

Subsidiaries

	31 December 2014	31 December 2013
	% of interest	% of interest	Country of incorporation
Univeg Belgium NV	100%	100%	Belgium
Ben Fresh NV	51%	51%	Belgium
Fresh Transport NV (formerly European Food Transport NV)	100%	100%	Belgium
Nova Veg Logistics NV	100%	100%	Belgium
Univeg Holding BV	100%	100%	The Netherlands
Univeg Fruitpartners BV	100%	100%	The Netherlands
Univeg BV	100%	100%	The Netherlands
Univeg Trade Benelux BV	100%	100%	The Netherlands
Univeg Finance BV	100%	100%	The Netherlands
Univeg Nederland Exploitatie BV	100%	100%	The Netherlands
Bakker Barendrecht BV	100%	100%	The Netherlands
Bakker Barendrecht Transport BV	100%	100%	The Netherlands
Bakker Fruitpartners BV	100%	100%	The Netherlands
Holland Crop BV	100%	100%	The Netherlands
Bakker Centrale Inkoop BV	100%	100%	The Netherlands
Univeg Flowers & Logistics BV (***)	0%	100%	The Netherlands
Univeg Flowers BV (***)	0%	100%	The Netherlands
Univeg Flower Trade BV	100%	100%	The Netherlands
Univeg Logistics BV (***)	0%	100%	The Netherlands
Univeg Katope France SAS	100%	100%	France
Champaris SA	75%	75%	France
Agrisol SA	100%	100%	France
Delta Stocks Sarl	100%	100%	France
Univeg Germany Beteiligungs GmbH	100%	100%	Germany
UNIVEG Germany GmbH & Co KG	94%	94%	Germany
Univeg Trade International GmbH	100%	100%	Germany
Univeg Deutschland GmbH	94%	94%	Germany
Univeg Duisburg GmbH	94%	94%	Germany
Univeg Handelsgesellschaft GmbH	94%	94%	Germany
Direct Fruit Marketing GmbH	94%	94%	Germany
Univeg World Trade GmbH	94%	94%	Germany
Pastari Gemusevertrieb GmbH & Co KG	60%	60%	Germany
Univeg Austria GmbH	94%	94%	Austria
Univeg Iberia SL	100%	100%	Spain
Univeg Iberia SCS	100%	100%	Spain
Univeg Distribution SA Unipersonal (***)	0%	100%	Spain
Univeg Trade Spain SA	100%	100%	Spain
Univeg Logistics Portugal SA	100%	100%	Portugal
Univeg Trade Italia Srl	100%	100%	Italy
Winchester Growers Ltd	100%	100%	UK
Winchester Bulb Growers Ltd	100%	100%	UK
Winchester Real Estate Ltd	100%	100%	UK
Univeg Katope UK Ltd	100%	100%	UK
Empire World Trade Ltd (****)	100%	0%	UK
Empire World Trade Holdings Ltd (****)	100%	0%	UK

Alara Tarim Urünleri Sanayi Ve TicaretAnonim Sirketi (**)	0%	100%	Turkey
Sakura Tarim Urünleri Sanayi Ve Ticaret Anonim Sirketi (*) and ()	0%	0%	Turkey
Pastari International SA	60%	60%	Turkey
Univeg Trade Poland SA	100%	100%	Poland
Univeg Logistics Poland SA	100%	100%	Poland
Univeg Real Estate LLC	100%	100%	Russia
Atabel SA	92%	92%	Russia
Bakker Trans sro	100%	100%	Czech Republic
Bakker sro	100%	100%	Czech Republic
Univeg Bulgaria LLC	100%	100%	Bulgaria
Univeg South Africa Holdings Ltd (**)	0%	100%	South Africa
Bassan Packers Ltd (**)	0%	51%	South Africa
Politisi Fruit Packers Ltd (**)	0%	100%	South Africa
Katope Natal Ltd (**)	0%	50%	South Africa
Mopani Fruit Packer Pty Ltd (**)	0%	100%	South Africa
Univeg Operations South Africa Pty Ltd (**)	0%	100%	South Africa
Univeg Management South Africa Pty Ltd (**)	0%	100%	South Africa
Univeg America Co	100%	100%	US
Seald Sweet LLC	90%	90%	US
Univeg Logistics America Inc	100%	100%	US
Seald Sweet West International Inc	90%	90%	US
Expofrut Brasil Importadora e Exportadora Ltda (**)	0%	100%	Brazil
Univeg Agricola Ltda	100%	100%	Brazil
DFM Brasil Ltda	94%	94%	Brazil
Univeg Katope Brasil Ltda	100%	100%	Brazil
Univeg Katope Peru SAC	95%	95%	Peru
Univeg Peru SAC	80%	80%	Peru
Univeg Chili Ltd	99%	99%	Chile
Univeg Costa Rica SA	100%	100%	Costa Rica
Monte La Providencia SA (**)	0%	100%	Costa Rica
Forbel SA (**)	0%	80%	Uruguay
Represa del Chingolo SA (**)	0%	56%	Uruguay
Food and Agriculture Industries NV (**) and ()	0%	0%	Surinam
(*): Liquidated
(**): Sold
(***): Merged with another group entity

(***): Merged with another group entity (****): Acquired entity (*****): Newly incorporated

During 2014 Food and Agriculture Industries NV and Empire World Trade were acquired. In view of the carve-out of The Fruit Farm Group, several entities were sold. As at 31 December 2014, those entities are no longer held by the Group. Due to the fact that these entities were not yet held for sale at 31 December 2013 and were sold before yearend 2014, the related operations were not classified as discontinued operations in the income statement of 2014. Hence, the consolidated balance sheet does no longer include these subsidiaries, whereas the consolidated income statement is included until the disposal date, being December 2014.

Associates

	31 December 2014	31 December 2013
	% of interest	% of interest	Country of incorporation
Grupo Yes Procurement Marketing SL	50%	50%	Spain
Logidis Sistem SL	50%	50%	Spain
Frutas del Guadiana SA	45%	45%	Spain
Novafruta del Guadiana SA	45%	45%	Spain
Mouton Citrus Ltd	45%	45%	South Africa
Agro Vicces SA	22%	0%	Costa Rica
Mahindra Univeg Private Ltd	40%	0%	India

Investments recorded at cost

	31 December 2014	31 December 2013
	% of interest	% of interest	Country of incorporation
Pison Srl	25%	25%	Italy
Campoverde SpA Agricola	2%	2%	Italy
Export Frutta Puglia ARL	9%	9%	Italy
Carpe Naturam Soc. Consortile ARL	9%	9%	Italy
Corporation Fruticola de Chincha SAC	15%	15%	Peru
Project Fruit Chile S.A	5%	5%	Chile

35 Events after the reporting period

On 4 March 2015 the Company announced it would start preliminary discussions in relation to a possible business combination between the Company, Greenyard Foods NV and Peatinvest NV. Discussions are scheduled to take place regarding valuation and transaction structure, and a joint strategic roadmap for the combined entity is being developed. In the meantime, there can be no certainty on any agreement between the aforementioned companies or as to the terms of any such agreement.

36 Impact of change in accounting policy

In the year 2013, the biological assets were presented at their historical cost less accumulated depreciation and impairment losses, because the Group was unable to measure reliably the fair value of its biological assets.

In December 2014, the Group sold its fruit plantations and orchards to a related party (see note 33). As a result, the Group only holds daffodil bulbs at 31 December 2014 that classify as biological assets, operated through its subsidiary Winchester Growers in the UK Cornwall region. For this class of biological assets, the Group is able measure these assets reliably at fair value. Therefore the Group decided to change its accounting policy (only for the daffodil bulbs). The Group believes that this change in accounting policy will provide more reliable and relevant information about its remaining biological assets in the consolidated financial statements. The disposed assets, for which a fair value measurement was not reliably determinable, are still measured at historical cost in the comparative year.

In accordance with IAS 8 'Accounting policies, changes in accounting estimates and errors', the Group has adjusted the amounts related to the daffodil bulbs for the current period and each period presented. Following the change in accounting policy prior years' equity and biological assets were revised with an amount of EUR 6,7 million.

	31 December 2013		31 December 2013
	REPORTED 2013	EFFECT IAS 8	REVISED
	€'000		€'000
ASSETS
Biological assets	18.837	6.736	25.573
Non-current assets	540.401	6.736	547.137
Current assets	373.787	-	373.787
Total assets	914.188	6.736	920.924
EQUITY AND LIABILITIES
Equity attributable to owners of the parent	19.212	6.736	25.948
Non-controlling interests	3.718	-	3.718
Total equity	22.930	6.736	29.666
LIABILITIES
Non-current liabilities	358.501	-	358.501
Current liabilities	532.757	-	532.757
Total liabilities	891.258	-	891.258
Total equity and liabilities	914.188	6.736	920.924

Auditor's Report

on the consolidated financial statements of FieldLink NV as of and for the year ended 31 December 2014

Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor represented by Marc Guns Pårtner	uvts Partner