Greenyard NV — Earnings Release 2012

May 15, 2012

Press release

PinguinLutosa: annual results 2011-2012

Financial highlights for annual results 2011-2012:

- Transition year strongly influenced by the acquisition and integration of the canned group Scana Noliko and the deep-frozen activities of CECAB.

- Group turnover of the closed accounting year (15 months) increased by 72.2% compared to the group turnover of 2010 (12 months).

- REBITDA more than doubled in the closed accounting year (15 months) compared to the group REBITDA of the previous period (12 months).

• - REBITDA amounts to €53.3 million over a period of 15 months.
• - REBITDA better than the earlier announced outlook (€49-51 million) for the entire year.

- One-off charges and financial charges combined with a positive effect from taxes lead to a net result of €-14.1 million compared to €2.8 million in 2010 (12 months).

- Acquisitions directly contribute positively to the operating result.

Hein Deprez, CEO of PinguinLutosa states: "The past financial year was a transition year. The Group has undergone a major transformation and today looks completely different compared to one year ago. In this period we have worked hard on the integration of both acquisitions. Moreover, we have continued to invest in the existing activities. In Westrozebeke, for example, we invested in a new production line that will have a positive impact on productivity. Also the organisational structure of the Group was held against the light, and we worked on further strengthening of the management. With a REBITDA of €53.3 million the group performs slightly better than the earlier announced expectations for the accounting year. If Scana Noliko and CECAB would have been consolidated as from 1/04/2011 onwards, a strong REBITDA - result of €59.1 million would have been recorded. In the future, we hope to further reap the fruits of the ongoing improvement projects."

Consolidated key figures: profit and loss per 31 March 2012, 31 March 2011 and 31 December 2010

(see annex 1)1

(All amounts in € '000)	01/01/2011- 31/03/2012	01/01/2011- 31/12/20112	01/01/2010- 31/12/20103	01/01/2010- 31/03/20114	01/09/2011- 31/03/2012	01/07/2011- 31/03/2012
	Pinguin Lutosa Group	Pinguin Lutosa Group	Pinguin Lutosa Group	Pinguin Lutosa Group	Deep-frozen vegetable activities of CECAB	Canned division
	(15 months)	(12 months)	(12 months)	(15 months)	(7 months)	(9 months)
Sales Operating income	832,812 859,094	622,142 646,045	483,564 473,968	602,145 596,930	96,594 110,185	141,880 146,768
EBITDA	39,234	27,699	26,167	24,591	3,558	10,321
Operating profit (EBIT)	3,349	2,528	7,323	891	2,968	4,356
REBITDA Operating profit before	53,288	37,446	24,985	23.512	6,471	17,211
non-recurrings (REBIT)	20,023	11,725	6,436	107	5,881	11,246
Interest earned and paid Other financial income	-16,039	-11,670	-5,750	-7,259	-993	-1,144
and charges	-8,608	-7,414	1,070	-532	-693	-2,082
Profit (loss) from continuing
operations before tax	-21,299	-16,556	2,643	6,901	1,283	1,130
Income taxes Withdrawal from	-5,532	-4,175	-1,915	-2,071	-1,230	-1,779
deferred taxes	12,776	8,307	2,027	3,806	916	1,739
Profit (loss) for the period	-14,055	-12,424	2,755	-5,166	968	1,090
- Share of the Group - Non-controlling	-13,763	-12,751	2,813	-4,661	968	1,039
interests	-292	328	-58	-505	0	52

¹ For a further discussion of the figures we refer the reader to the consolidated financial statements on our website www.pinguinlutosa.com under the heading "Financial information > Reports > consolidated financial statements 2011-2012" (available as from 25 July 2012 onwards). A powerpoint presentation with regard to the annual results is available as from 16 May 2012 onwards.

PINGUINLUTOSA NV ^Ⴠ Romenstraat 3 ^Ⴠ 8840 WESTROZEBEKE ^Ⴠ Belgium Tel. +32 (0)51 788 200 ^Ⴠ Fax +32 (0)51 778 382 ^Ⴠ www.pinguinlutosa.com

² Non-audited management figures per 31 December 2011 (12 months).

³ Amended presentation of the write-off on stocks as a result of the NRV test: See Annex 1: Consolidated income statement.

⁴ Non-audited management figures per 31 March 2011 (15 months).

Note: column 2: Non-audited management figures per 31/12/2011 are added in order to allow comparison with the audited figures per 31/12/2010.

Note: column 4: Non-audited management figures per 31/03/2011 are added in order to allow comparison with the audited figures per 31/03/2012. These figures do not take account the acquisition of Scana Noliko and CECAB, since these occurred later.

Note: column 5: figures CECAB are added in order to show the impact of the acquisition of the deep-frozen activities of CECAB in the accounting year. The financing costs for the acquisition and the acquisition costs are not included in these figures.

Note: column 6: figures Scana Noliko are added in order to show the impact of the acquisition of Scana Noliko in the accounting year. The financing costs for the acquisition and the acquisition costs are not included in these figures.

The accounting year 2011-2012 was an important transition year for PinguinLutosa. The acquisition of Scana Noliko and CECAB are two important milestones for the Group. The acquisition of CECAB provides among others a geographical expansion of the deep-frozen vegetable division. Following the acquisition of Scana Noliko, the Group is now also active in the canned segment. Scana Noliko is one of the most important players with strong and stable cash flows in this mature market. After both acquisitions the Group today has a turnover of €841.3 million (in the event that Scana Noliko and CECAB would have been consolidated over the last 12 months as from 1/4/2011), 74% more than in 2010. CECAB and Scana Noliko also immediately deliver a positive contribution to the results of the Group with a REBITDA of €6.5 million and €17.2 million (respectively over 7 and 9 months).

2011-2012 was a year with two faces from an operational point of view. The first six months were difficult. The high potato prices were responsible for margin pressure in the potato division, whereas the planned price increases in the United Kingdom could not be fully carried out in the deep-frozen vegetable division. After the summer the market conditions improved and in the last 9 months of the accounting year the financial results evolved positively. As a result, the Group was able to close the year with a satisfying REBITDA of €53.3 million over 15 months, and a pro-forma REBITDA of €59.1 million over 12 months (including 12 months of contribution of CECAB and Scana Noliko).

The capital structure of the Group has significantly changed as well. Following the private placement of €44 million by Food Invest International, Gimv-XL and Agri Investment Fund, the Group has two new important reference shareholders who fully support the transformation of PinguinLutosa.

Consolidation scope and period as per 31 March 2012

PinguinLutosa has changed its closing date to 31 March. Hence the accounting periods of each of the three divisions have now been aligned. In addition this closing date is more in line with the operational activity cycle (start of the production of the new season).

The results as per 31 March 2012 include the consolidated results for PinguinLutosa NV, consisting of:

• (i) 15 months of results of PinguinLutosa (before the acquisitions of the deep-frozen activities of CECAB and Scana Noliko), and
• (ii) 9 months of results of Scana Noliko (included as from 1 July 2011 onwards) and 7 months of results of CECAB (acquisition effective as from 1 September 2011 onwards). The results of CECAB are included in the deep-frozen vegetable segment.

In the comparative figures as per 31 December 2010 (12 months results of PinguinLutosa) these acquisitions were consequently not yet included.

Sales

During the prolonged accounting year ending as per 31 March 2012 the Group's consolidated sales increased by 72.2% from €483.6 million at 31 December 2010 (12 months) to €832.8 million at 31 March 2012 (15 months). This is an increase of €349.2 million. €141.9 million of this increase is related to the acquisition of Scana Noliko whereas €96.6 million of this increase is related to the acquisition of the CECAB activities.

Sales of the deep-frozen vegetable division amounted to €392.2 million for the accounting year ending as per 31 March 2012. The potato division was responsible for €298.7 million of the sales, whereas the canned division was responsible for €141.9 million of the sales in the same period.

Operating result

The EBIT for the period ending as per 31 March 2012 (15 months) amounts to €3.3 million, which represents a decrease by € 4.0 million compared to the accounting year ending as per 31 December 2010 (12 months). The EBIT-margin (compared to the operating income) now amounts to 0.4%, compared to 1.5% in December 2010.

The decrease of the EBIT is the combined effect of, on the one hand a decrease within the deep-frozen vegetable division of € -21.0 million and on the other hand an increase of the EBIT within the potato division of € 12.7 million, whereas the impact of Scana Noliko on the EBIT amounts to € 4.3 million. For the explanation of these evolutions we refer to the comments mentioned at the evolution of the EBITDA.

The results of the previous accounting year were significantly influenced by a number of one-off charges. The corrections from the one-off elements mainly relate to the deep-frozen vegetable and canned activities and are commented separately in this press release.

The REBIT (operating result before one-off elements) increases from €6.4 million per 31 December 2010 (12 months) to €20.0 million per 31 March 2012 (15 months).

The EBITDA for the period ending as per 31 March 2012 (15 months) amounts to €39.2 million, which represents an increase by €13.1 million compared to the accounting year ending as per 31 December 2010 (12 months). The EBITDA-margin (compared to the operating income) now amounts to 4.6%, compared to 5.5% in December 2010.

The EBITDA in the deep-frozen vegetable segment amounted to €2.2 million in the period ending as per 31 March 2012 (15 months), compared to €15.5 million the year before. This result can be mainly explained by the results in the United Kingdom which were below expectations. This is attributable to decreasing sales volumes combined with decreasing sales prices, production inefficiencies, the loss of rental income from the leasing out of deep-freeze units and a general cost structure which is too heavy. Therefore the necessary restructuring measures have been taken, including changes in the management structure, commercial management and savings with regard to personnel costs. The impact of these measures on the ongoing results is already visible and will be closely monitored. A second explanation of the disappointing results in the deep-frozen vegetable division was also the difficult market circumstances during the first 9 months of 2011. As from the fourth quarter of 2011 onwards the new sales negotiations have led to a gradual improvement of the results. Over a period of 7 months CECAB positively contributed €3.6 million to the EBITDA of the deep-frozen vegetable segment.

The EBITDA of the potato division amounts to €26.7 million for the period ending as per 31 March 2012 (15 months), which was then a strong increase compared to the previous year. Despite of the difficult market circumstances in the first half of the year with very high raw material prices, the potato division obtained a satisfying result for the whole period. This can be largely explained by the decrease of the raw material prices as from August 2011 onwards and the good production efficiencies. This has led to a significant improvement of the results during the last quarter of 2011 and the first quarter of 2012.

The EBITDA of the canned division contributed €10.3 million to the EBITDA result of the group for the period ending as per 31 March 2012 (9 months), which is in line with the expectations.

Consolidated EBITDA was influenced in a negative way by a number of significant one-off events on the result with a total negative impact on the EBITDA of €14.1 million. The most important one-off elements are the application of IFRS 3 to the acquisition of Scana Noliko and CECAB, the acquisition costs for both transactions and the restructuring costs in the United Kingdom and Belgium. These are explained in a separate section.

The REBITDA (cash flow before one-off elements) amounts to €53.3 million for the period ending as per 31 March 2012 (15 months), which represents a significant increase compared to the previous accounting year. A comparison with the same period of 15 months ending as per 31 March 2011 shows an increase of REBITDA by € 29.8 million or 126.6%.

As per 31 March 2012 (15 months), the recurring operating cash flow (REBITDA) of the deep-frozen vegetable division amounted to €10.4 million, which is a decrease of €3.9 million compared to the previous accounting year. The decrease in recurring operating cash flow can mainly be ascribed to the same reasons as discussed for the evolution of the EBITDA of this division.

As per 31 March 2012 (15 months), the recurring operating cash flow (REBITDA) of the potato division amounted to €25.7 million compared to €10.6 million during the previous year (an increase of €15.1 million). The increase in REBITDA within the potato division can mainly be ascribed to the same reasons as discussed for the evolution of the EBITDA.

The canned division contributes €17.2 million REBITDA to the consolidated REBITDA, this over a period of 9 months.

In order to allow comparison on an annual basis in future years, the following table shows the non-audited figures per 31 March 2012, which contain 12 months activities of PinguinLutosa, 12 months activities of CECAB and 12 months activities of Scana Noliko. However, in the consolidated financial statements Scana Noliko was only on 1/07/2011 and CECAB was only on 1/9/2011 included in the consolidation scope.

(in million euro)	01/04/2011- 31/03/2012
	(12 months)
Sales	841.2
Rebitda	59.1

One-off elements

The one-off costs that have been incorporated in the operating profit per 31 March 2012 (15 months) amount to €-16.7 million. The results were mainly influenced in a negative way by one-off accounting events.

Following the application of IFRS 3 to the acquisition of Scana Noliko and CECAB the acquired stock needs to be valued at fair value less costs to sell, which implies that no margin is realized on the sale of the acquired stock. This has a one-off negative impact on the EBITDA of € 9.8 million.

Important as well are the transaction costs for both acquisitions. These have a one-off charge of € 1.4 million.

In addition the one-off elements include a total charge of €-4.5 million within the British subsidiary and €-0.4 million within the Belgian subsidiaries. The one-off elements within the British subsidiaries mainly relate to a restructuring cost of €-2.3 million for the site in King's Lynn, €-1.2 million charges related to the closure of the sites in Bourne and Easton and a number of provisions for the sites in Bourne and Grimsby in an amount of €-0.5 million. The one-off elements within the Belgian companies mainly relate to an impairment loss which has been booked on partially disposed machinery in an amount of €-1.6 million. This cost was partially compensated by a positive one-off refund of property tax over the accounting period 2002 till 2006 in an amount of €1.0 million.

In the French subsidiary Pinguin Aquitaine a one-off provision has been recorded in an amount of €-0.5 million relating to a dispute over rightly or wrongly received subsidies.

Financial result

At the end of March 2012 the net financial result amounts to €-24.6 million (15 months) compared to €-4.7 million last year (12 months). During the past accounting year the financial result was negatively influenced by a number of one-off or non-operating financial charges following the acquisitions and the refinancing operation following the acquisition of CECAB and Scana Noliko.

Net interest charges for the period ending as per 31 March 2012 amount to €-16.1 million, which is an increase by €10.5 million compared to previous accounting year (15 months compared to 12 months). This is mainly due to the increase of the drawn financing for the acquisition of Scana Noliko, the bridge financing preceding the €44 million capital increase and the financing costs for the increased working capital following the acquisition of CECAB.

The other financial results amounted to €-8.6 million, a decrease of €9.7 million compared to the same period of previous accounting year (15 months compared to 12 months). This is mainly the result of an increase in fair value (marked-to-market value) of financial instruments in an amount of €5.5 million compared to a positive impact of €1.1 million last year. These concern the interest rate swaps (IRS) that needed to be concluded for the new club deal. By these IRS PinguinLutosa hedges against a possible increase in interest rates on the drawn financing. In addition there were one-off costs related to the renewal of the club deal which were included in the financial result in an amount of €2.0 million.

Taxes

In addition to the income taxes on the results for the current financial year of €5.5 million (15 months), deferred tax assets of €12.8 million were recorded. This had a total positive effect of €7.3 million. Last year this had a total positive effect of €0.1 million (12 months).

Consolidated net result after taxes

The consolidated result after tax is now €-14.1 million (15 months). The Group's share in the net result is €- 13.8 million.

Key consolidated figures per share

Earnings per share	31/03/2012	31/03/2012
(in euro per share)	(15 months)	(15 months)
	Basic	Diluted5
Weighted average ordinary shares (in numbers) Dilution effect of issued warrants (in numbers)	12,053,087	12,053,087 2,400,000
Weighted average ordinary shares (in numbers)	12,053,087	12,684,666
Net profit (loss) distributable to ordinary shareholders
(in thousands of euro)	-13,763	-13,763
- Net profit (loss) from continuing operations - Net profit (loss) from discontinued operations	-13,763	-13,763
Earnings per share (in euro per share)	-1,14	-1,14
- Earnings per share from continuing operations - Earnings per share from discontinued operations	-1.14	-1.14
Earnings per share	31/12/2010	31/12/2010
(in euro per share)	(12 months)	(12 months)
	Basic	Diluted
Weighted average ordinary shares (in numbers) Dilution effect of issued warrants (in numbers)	10,863,984	10,863,984
Weighted average ordinary shares (in numbers)	10,863,984	10,863,984
Net profit (loss) distributable to ordinary
shareholders
(in thousands of euro)	2,813	2,813
- Net profit (loss) from continuing operations - Net profit (loss) from discontinued operations	2,813	2,813
Earnings per share
(in euro per share)	0.26	0.26
- Earnings per share from continuing operations - Earnings per share from discontinued operations	0.26	0.26

⁵ The diluted earnings per share equals the basic earnings per share following the anti-dilutive character of the warrants cfr. IAS 33.41

Key consolidated figures: balance sheet per 31 March 2012 and 31 December 2010

(All amounts in € '000)	31/03/2012	31/12/2010	Evolution in %
Assets
Non-current assets	279,866	188,301	48.63%
Intangible fixed assets	27,813	4,206	561.31%
Goodwill	61,790	52,832	16.96%
Tangible fixed assets	185,734	131,120	41.65%
Financial fixed assets	3,350		100%
Other amounts receivable after one year	705	143	392.92%
Deferred tax asset	475		100%
Current assets	398,978	231,936	72.02%
Inventories	236,837	112,566	110.40%
Amounts receivable	123,708	64,380	92.15%
Cash at bank and in hand	38,356	54,990	-30.25%
Derivatives	78		100%
Total	678,845	420,237	61.54%
Equity and liabilities
Equity*	170,820	138,714	23.15%
Provisions and deferred tax liabilities	42,942	28,712	49.56%
Financial debts to credit institutions (ST)	193,115	65,755	193.69%
Financial debts to credit institutions (LT)	2,486	56,031	-95.56%
Subordinated loan	38,519		100%
Other amounts payable (ST)	3,128	131,025	76.28%
Other amounts payable (LT)	227,835		73,89%
Total	678,845	420,237	52.37%
Net financial debt**	198,891	66,796	197.76%
Working capital	179,235	100,053	79.14%

* including non-controlling interests

** including subordinated loan

The intangible fixed assets comprise primarily the valuation of the brand and the client relationships of the potato division that was acquired ("Lutosa Group"), the client relationships of the canned division that was acquired ("Scana Noliko"), as well as software licences. The increase per 31 March 2012 by €23.6 is mainly due to the impact of the inclusion of the client relationships of the acquired canned division (€25.0 million), the investments of €1.3 million (mainly in software), which were only partially offset by write-offs during the financial year (€2.9 million).

The goodwill shown contains the goodwill from the acquisition of Salvesen (€1.2 million), the acquisition of the Lutosa Group (€51.6 million), the acquisition of the deep-frozen vegetable activities of CECAB (€2.9 million) and the acquisition of Scana Noliko (€6.0 million).

Regulated information EMBARGO 15/05/2012-17:45

The tangible fixed assets increase from €131.1 million per 31 December 2010 to €185.7 million per 31 March 2012. The inclusion at "fair value' of the acquired assets of the Scana Noliko group (€52 million), the acquisitions in the accounting year (€35.2 million), the depreciation charges and the write-offs in the various entities (€30.8 million) and the remaining combined impact of the disposals and the foreign exchange rate fluctuations (-€1.7 million) resulted in a net increase of €54.6 million compared to 31 December 2010.

The financial fixed assets in an amount of €3.4 million include the 10% minority participations in the real estate companies of the acquired deep-frozen vegetable division of CECAB.

Inventories increased from €112.6 million per 31 December 2010 to €236.8 million per 31 March 2012. The increase of inventories by €124.3 million is mainly explained by the acquisition of the canned division ("Scana Noliko") (€74.6 million) and the deep-frozen vegetable activities of CECAB (€50.7 million).

Equity (including non-controlling interests) increases by €32.1 million and amounts to €170.8 million per 31 March 2012 compared to €138.7 million per 31 December 2010. Equity was positively influenced by the private capital increase of €44 million, the valuation of the warrants in accordance with IFRS (€2.9 million) and negatively by the inclusion of the results for the prolonged accounting year in an amount of €-14.1 million. Furthermore, the strengthening of the British Pound had a positive impact on consolidated equity by translation differences on the assets of PinguinLutosa Foods UK Ltd.

The so-called quasi-equity amounts to €209.3 million and includes as well the subordinated loans amounting to €38.5 million.

The net financial debts increased by €132.1 million, from €66.8 million per 31 December 2010 to €198.9 million per 31 March 2012, mainly resulting from the debts of the renewed club deal financing and the subordinated loans. The subordinated loans amount to €38.5 million. The renewed club deal amounted to €184.9 million as per 31 March 2012. PinguinLutosa reports to the providers of finance on a quarterly basis. Per 31 December 2011 the Company breached the covenant relating to cash flow cover (the 'cash flow cover'). This breach was caused by the built up of stock due to a good production season with an expected increase in sales in 2012. PinguinLutosa has obtained an agreement with its banks for the situation per 31 December 2011. For the period up till 30 June 2012 a temporarily adjusted cash flow cover covenant has been agreed on (from 1 to -1.35)6 .

Per 31 March 2012 PinguinLutosa complies with this new covenant, as well as with the existing covenants. In expectation of an agreement with the banks on the adjusted covenants in the light of the nature and the activities of the company and the recent acquisitions and related financing structure it has been temporarily

PINGUINLUTOSA NV ^Ⴠ Romenstraat 3 ^Ⴠ 8840 WESTROZEBEKE ^Ⴠ Belgium Tel. +32 (0)51 788 200 ^Ⴠ Fax +32 (0)51 778 382 ^Ⴠ www.pinguinlutosa.com

⁶ For the definition of the cash flow cover we refer to annex 2

decided to record the complete club deal as short term debts in accordance with IFRS. Due to this reclass the liquidity ratio is 94.8% instead of 133.2% in the case that the loans would be recorded as long term debts. The management expects to finalize such an agreement in the coming months. Pursuant to this agreement the bank debts will be partially recorded as long term and partially as short term debt.

The changes in valuation rules have no significant impact on the Group's reported results or financial position (see annex 1).

Business combinations

The following changes in the consolidation scope occurred during the accounting year ending on 31 March 2012:

Business combination Scana Noliko

On 19 July 2011 the acquisition of all the shares of Scana Noliko was closed successfully. Scana Noliko (www.Scana-Noliko.be) is a strongly growing, internationally active food products company and comprises the companies Scana Noliko Holding NV, Scana Noliko NV, Scana Noliko Ltd., Scana Noliko Rijkevorsel NV, Scana Noliko Real Estate NV en BND CVBA. Besides the processing of harvest-fresh vegetables and fruit, it is also active in the preparation of convenience food products such as soups, sauces, dips and pasta dishes. This is being commercialised under private label and own brand in cans, glass jars or flexible packaging. There are 2 establishments in Bree and Rijkevorsel, employing 563 people in total as per 19 July 2011.

The figures of Scana Noliko were included in the consolidation scope of PinguinLutosa as from 1 July 2011 onwards, the moment that PinguinLutosa acquired control and management. The activities of Scana Noliko are included in the canned segment.

The table below shows a calculation of the consolidation goodwill at acquisition date:

Consolidation goodwill Scana Noliko (in thousands of euro)	Net fair value per 30/06/2011
Total consideration transferred Non-controlling interests Fair value of the previously held equity interest Acquisition price	117,360 0 0 117,360
IFRS-value of acquired assets and liabilities Fair value corrections on acquired assets and liabilities (IFRS 3) Fair value acquired assets and liabilities	58,423 52,950 111,373
Goodwill on acquisition date	5,987

PINGUINLUTOSA NV ^Ⴠ Romenstraat 3 ^Ⴠ 8840 WESTROZEBEKE ^Ⴠ Belgium Tel. +32 (0)51 788 200 ^Ⴠ Fax +32 (0)51 778 382 ^Ⴠ www.pinguinlutosa.com

Business combination deep-frozen vegetable division of the French CECAB (CECAB Activity)

On 1 September 2011 the acquisition of the deep-frozen activities of the French CECAB Group was closed successfully. CECAB is a French cooperative society which is active in several food sectors. PinguinLutosa has only acquired the deep-frozen vegetable activity. Next to the processing of harvest fresh vegetables and fruit it is also active in the preparation of a number of ready-made products. These are being commercialized under private label and own brand (d'Aucy).

The figures of CECAB were included in the consolidation scope of PinguinLutosa as from 1 September 2011 onwards, the moment that PinguinLutosa acquired management and control. The activities of CECAB are included in the deep-frozen vegetable segment.

The table below shows a calculation of the consolidation goodwill at acquisition date:

Consolidation goodwill deep-frozen vegetable division CECAB* (in thousands of euro)	Net fair value per 31/08/2011
Total consideration transferred* Earn-out Non-controlling interests Fair value of the previously held equity interest	1,918 3,127 0 0
Acquisition price	5,045
Fair value of acquired assets and liabilities	2,108
Fair value of acquired assets and liabilities	2,108
Goodwill on acquisition date	2,937

* for a 100% participation in the companies CGS S.A.S., CGB S.A.S. and D'aucy do Brasil Ltda.

Key consolidated figures: segment information

(All amounts in € '000)	31/03/2012 (15 months)	31/03/2012 (15 months)	31/03/2012 (15 months)	31/12/2010 (12 months)	31/12/2010 (12 months)
	Deep-frozen vegetable division	Potato division	Canned division	Deep-frozen vegetable division	Potato division
Sales Operating income	392,213 398,419	298,719 313,907	141,880 146,768	245,147 237,521	238,417 236,447
REBITDA REBITDA-margin	10,415 2.61%	25,661 8.2%	17,212 11.7%	14,347 6.04%	10,638 4.50%
EBITDA	2,221	26,693	10,320	15,529	10,638
REBIT	-3,830	12,604	11,249	5,479	957
EBIT	-14,643	13,636	4,356	6,366	957

Consolidated operating income of the Group amounted to €859.1 million for the period ending 31 March 2012 (15 months). In this accounting year the deep-frozen vegetable division contributes 46.4% to the total operating income, the potato division contributes 36.5% to the total operating income and the canned division contributes 17.1% to the total operating income.

Consolidated sales of the Group amounted to €832.8 million for the period ending 31 March 2012 (15 months).

Sales in the deep-frozen vegetable division amounted to € 392.2 million for the period ending 31 March 2012 (15 months) and represents 47.1% of total sales. The increase of sales by 60% in this segment compared to last year is mainly due to the impact of the inclusion of the activities of CECAB for an amount of €96.6 million. The sold volumes within the deep-frozen vegetable division decreased by 8.9% in the previous accounting year.

Sales in the potato division amount to €298.7 million for the period ending 31 March 2012 (15 months), representing 35.9% of total sales. The sales of the potato division increase by 25.3% compared to 2010. The increase is mainly due to the combined effect of the increased sales prices (+18.3%) which were applied as a reaction to the strongly increased raw material prices in the first half of 2011 and the planned organic volume increase of 5.9%.

Sales in the canned division amount to €141.9 million for the period ending 31 March 2012 (15 months), representing 17% of total sales.

Key consolidated figures: statement of cash flows

(All figures in € '000)	31/03/2012	31/12/2010	Change
	(15 months)	(12 months)
Cash flow from operating activities Increase in working capital (-)/ decrease in working capital	40,746	25,410	15,336
(+)	-19,050	8,696	-27,746
= Net cash flow from operating activities	21,696	34,106	-12,410
Cash flow from investing activities	-120,314	-12,290	-108,024
Cash flow from financing activities	81,575	-4,633	86,208
Effect of exchange rate fluctuations	410	-182	592
= Free cash flow	-16,633	17,001	-33,634
Cash and cash equivalents, opening balance	54,989	37,988
Cash and cash equivalents, closing balance	38,356	54,989

Net cash flow decreases from €17.0 million in the 12 months up to 31 December 2010 to €-16.6 million in the 15 months up to 31 March 2012. This is mainly explained by the investments in the acquisitions of Scana Noliko and the CECAB-activities during the accounting year and an increased working capital need compared to last year.

Declaration of the auditor

The auditor confirms that the audit, which is substantially completed, did not reveal any significant adjustments to the financial information included in the press release. Unless the circumstances would change the auditor expects to issue an unqualified opinion with an explanatory paragraph. The explanatory paragraph will refer to the ongoing negotiations with the bank consortium relative to the requested amendments to the existing financing agreement as disclosed in this press release. The assumption to continue as a going concern is only valid in case the group successfully finalises the ongoing negotiations and continues to have access to the required financing resources.

Dividends

The Board of Directors proposes to the Annual General Meeting of Shareholders that no dividend will be paid.

Off-balance sheet items: obligations relating to operating lease and rent

The PinguinLutosa Group has concluded rental and lease contracts, mainly for buildings and vehicles. The table below shows an overview of the future payments for the non-cancellable rental and lease contracts per 31 December 2010 and per 31 March 2012:

Rent and operating leases: future payments (in thousands of €)	31/03/2012	31/12/2010
Within 1 year Between 1 and 5 years After 5 years	25,298 89,418 107,189	12,911 38,503 57,116
Total	221,906	108,530

An important part of the leases consist of lease contracts with parties related to Food Invest International. The total value of those contracts with parties related with Food Invest International amounts to €97.4 million.

Events after the balance sheet date

As per 1 April 2012 the UK site in Bourne has been completely closed down, which means that the number of production sites in the UK is now limited to King's Lynn and Boston.

As of 1 April 2012 the Group also applies factoring to the Belgian companies of the canned division. This was already the case for the potato and deep-frozen vegetable division. For this purpose the group has extended its existing factoring lines so that group now disposes of factoring lines in an amount of €70 million. The amount of factoring drawn is recorded off-balance.

There are no other major events subsequent to the balance sheet date which have a major impact on the further evolution of the company.

Outlook7

PinguinLutosa notes that as from the fourth quarter of 2011 onwards the results in each of its divisions increase. This has to do with more favourable market conditions on both the purchases side and the sales side and with good operational yields in the factories.

The Board of Directors and the management are fully confident that the foundations are present in order to achieve further growth in sales and profitability on a longer term. Therefore PinguinLutosa will continue to invest in order to improve the performance and efficiency of its existing production capacity and to increase its production capacity.

In the coming 18 to 24 months the integration of the deep-frozen activities of CECAB in the deep-frozen vegetable division will receive the highest priority to hence ensure the margin improvement. In addition, further measures are being taken to improve the profitability in the United Kingdom and there will be a strict focus on cost control.

Following the acquisition of Scana Noliko the company will work further on the realization of synergies and the exchange of best practices.

⁷ Disclaimer: this press release contains forward-looking information that is based on current internal estimates and expectations and as well as market expectations. The forward-looking statements contain inherent risks and are valid only on the day on which they are made. Actual results may differ substantially from the results included in forward-looking statements.

Financial calendar

• Availability of annual report 2011: 25 July 2012 (17:45 hrs)
• Trading update Q1 2012: 25 July 2012 (17:45 hrs)
• Announcement of 2012 half year results (01/04/2012-30/09/2012): 15 November 2012 (17:45 hrs)

Regulated information EMBARGO 15/05/2012-17:45

• General Meeting: 21 September 2012 at 14:00 hrs at Langemark, Poelkapellestraat 71 - Trading update Q3 2012: 25 January 2013 (17:45 hrs)

For additional information, please contact PinguinLutosa:

M. Hein Deprez, CEO:

Mobile : + 32 (0)475/41.11.58

M. Steven D'haene, CFO:

Mobile	: +32 (0)476/50.99.10
Tel	: +32 (0)56/62.27.41

PinguinLutosa in a nutshell

PinguinLutosa (www.pinguinlutosa.com) is specialized in the development, production and sales of frozen products: vegetables, fruits, potato products (fries and specialities) and ready-to-use culinary preparations. Including the takeover of the deep-frozen vegetable activities of the French CECAB group (01-09-2011) and the takeover of Scana Noliko (01-07-2011), the group has 16 production sites in five different countries (Belgium, France, United Kingdom, Poland and Hungary) and 19 subsidiaries and sales offices on five continents.

In the accounting period ending as per 31 March 2012 PinguinLutosa realised €832.8 million of sales. The group is entirely dedicated to all customer segmentations: food industry, catering as well as large and medium commercial outlets and fast food. The Group maintains its own R&D centre for product and process innovation.

Annex 1: Consolidated income statement

Consolidated income statement	31/03/2012	31/12/2010
(in thousands of €)	(15 months)	(12 months)
Sales	832,812	483,564
Increase/decrease (-) in inventories: finished goods and work in
progress	13,670	-16,153
Other operating income	12,612	6,557
Raw materials, consumables and goods for resale	-500,643	-264,797
Services and other goods	-201,024	-121,811
Personnel costs	-111,421	-58,253
Depreciation and amortization	-31,753	-18,912
Impairment losses on assets	-1,898	-382
Impairments, write-offs	-1,784	386
Provisions	-450	65
Other operating charges	-6,773	-2,940
Operating result (EBIT)	3,349	7,323
Non-recurring income	1,289	2,774
Non-recurring expenses	-17,963	-1,887
Operating result before non-recurrings (REBIT)	20,023	6,436
Financial income	2,157	2,708
Financial expenses	-26,804	-7,388
Operating profit after net finance costs	-21,299	2,643
Taxes	7,244	112
PROFIT (LOSS) OF THE PERIOD	-14,055	2,755
Attributable to:
- The shareholders of PinguinLutosa (the 'Group')	-13,763	2,813
- Non-controlling interests	-292	-58

In the accounting period ending 31 March 2012 no major changes took place in the valuation rules compared with the previous reporting period apart from the amended presentation of the write-offs recorded on the inventories resulting from the NRV test ('net realizable value' test). These write-offs (and reversals of writeoffs) on inventories were presented as per 31 March 2012 in accordance with IAS 2.34 under the heading 'impairment losses' in the income statement, whereas these were presented as per 31 December 2010 under the heading 'changes in inventory'. The amount of this amended presentation per 31 March 2012 amounts to €-0.7 million (reversal of write-offs on inventory with a negative impact on EBITDA). The comparable figures per 31 December 2010 were adjusted (reversal of write-offs on inventory with a negative impact on EBITDA of €-1.0 million).

Annex 2: Definitions

Liquidity	Current assets / current liabilities
Non-recurring elements	Operating charges and revenu that are related to restructuring programs, impairment losses, environmental provisions or other events and transactions that are clearly distinct from the normal activities of the Group
REBIT	EBIT + non-recurring result
REBITDA	EBITDA + non-recurring result
Cashflow Cover	Cashflow over the last 12 months / (net interest charges + capital payments of bank loans over the last 12 months)