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Greenyard NV Earnings Release 2013

May 29, 2013

3957_er_2013-05-29_a32b241b-a589-43e0-9682-182a5c84b9a0.pdf

Earnings Release

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Press release

PinguinLutosa: annual results 2012-2013

Financial highlights for annual results 2012-2013:

- Group turnover of the accounting year (12 months) increased by 5.2% compared to the group turnover of accounting year 2011-2012 (15 months).

- Each of the three divisions obtained good results, with a considerable increase within the deepfrozen vegetable division.

- REBITDA (12 months) increased by 22.0% compared to previous accounting year (15 months) and amounts to €65.0 million.

- Profit of €11.6 million (continued and discontinued operations) compared to a loss of €-14.1 million in previous accounting year.

The figures that are discussed in this press release relate to the consolidated management figures, including both the 'continued' PinguinLutosa activities (deep-frozen vegetable segment and canning segment) and 'discontinued' activities (potato segment), which do not take into account the presentation according to IFRS 5 discontinued operations as applied in the year-end financial statements: see also 'Consolidation scope and period as per 31 March 2013'. This adjusted presentation of the income statement and statement of financial position in accordance with IFRS 5 was included in annex 3 and annex 4 respectively1 .

Over the accounting year (12 months) good results were obtained in each of the three divisions (deep-frozen vegetables, potatoes and canning division) of PinguinLutosa as per 31 March 2013 and a REBITDA of €65.0 million was realised. These results are significantly better than previous accounting year, when a REBITDA of €53.3 million was realised.

The acquisitions (CECAB Activity and Scana Noliko) that took place during the previous accounting year gave a positive contribution to the results of the Group.

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 2012-2013" (available as from 24 July 2013 onwards).

Consolidated key figures: profit and loss as per 31 March 2013 and 31 March 2012 (see annex 12 )

(All amounts in €
'000)
01/04/2012-
31/03/2013
01/04/2012-
31/03/2013
01/04/2012-
31/03/2013
01/01/2011-
31/03/2012
01/01/2011-
31/03/2012
01/01/2011-
31/03/2012
Pinguin
Lutosa
Group
Pinguin
Lutosa
Group:
continued
operations
according
to
IFRS 5
Pinguin
Lutosa
Group:
discontinued
operations
according to
IFRS 5
Pinguin
Lutosa
Group
Pinguin
Lutosa
Group:
continued
operations
according
to
IFRS 5
Pinguin
Lutosa Group:
discontinued
operations
according to
IFRS 5
(12 months) (12 months) (12 months) (15 months) (15 months) (15 months)
Sales
Operating income
876,487
907,583
612,087
627,813
267,490
286,829
832,812
859,094
534,093
547,201
301,803
317,660
EBITDA
Operating profit
61,883 42,135 19,748 39,234 12,541 26,693
(EBIT) 35,251 20,055 15,196 3,349 -10,287 13,636
REBITDA
Operating profit
65,017 43,524 21,493 53,288 27,627 25,661
before non-recurrings
(REBIT)
39,489 22,488 17,001 20,023 7,419 12,604
Interest earned and
paid
Other financial
-14,480 -14,650 170 -16,039 -13,967 -2,072
income and charges -3,429 -4,710 1,281 -8,608 -9,367 759
Profit (loss)
from
continuing ope
rations before tax 17,342 695 16,647 -21,299 -33,622 12,323
Income taxes
Deferred taxes
-14,603
8,847
-3,903
3,837
-10,700
5,010
-5,532
12,776
2,319
9,273
-7,851
3,503
Profit (loss) for the
period
11,586 629 10,957 -14,055 -22,030 7,975
- Share of the Group
- Non-controlling
11,102 146 10,956 -13,763 -21,737 7,974
interests 484 483 1 -292 -294 1

Note: column 1,4: Consolidated management figures that contain both the 'continued' activities as 'discontinued' activities, which does not take into account the presentation according to IFRS 5 'Discontinued operations' as applied in the year-end financial statements.

Note: column 2,3,5,6: Presentation of income statement of PinguinLutosa Group considering 'continued' activities (deep-frozen vegetable segment and canning segment) and 'discontinued' activities (potato segment) according to IFRS 5 'Discontinued operations': see further explanation under 'consolidation scope and period as per 31 March 2013' below.

2 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 2012-2013" (available as from 24 July 2013 onwards).

Consolidation scope and period as per 31 March 2013

In 2011 PinguinLutosa 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.

When comparing the consolidated income statement one needs to note that the past year (closing as per 31 March 2013) includes a 12 month period starting as from 1 April 2012 until 31 March 2013, whereas the comparative results related to the previous prolonged accounting year ending per 31 March 2012 included a period of 15 months, starting as from 1 January 2011 until 31 March 2012.

Furthermore in September 2012 a plan was made to sell the potato division (see 'Important events after balance sheet date'). As per 31 March 2013 these discontinued operations (potato segment) are, according to IFRS 5 Discontinued operations, classified and accounted for as a disposal group related to discontinued operations. The comparable income statement and cash flow statement of the potato division were also presented as 'discontinued' operations.

As per 31 March 2013 the results from continued operations include the consolidated results for Pinguin NV, consisting of 12 months of results of the deep-frozen vegetable division and the canning division. Comparative results as per 31 March 2012 from continued operations (15 months) include partially the results of the acquired deep-frozen vegetable activities of CECAB and the Scana Noliko Group ('canning division') that contributed for a period of 7 months and 9 months respectively as from the moment of acquisition onwards.

Sales

During the accounting year 2012-2013 (12 months) the Group's consolidated sales increased by 5.2% or €43.7 million from €832.8 million at 31 March 2012 (15 months) to €876.5 million at 31 March 2013 (12 months). The increase is mainly due to the fact that the CECAB-activities and the canning division contributed for respectively 7 and 9 months during previous accounting year 2011/2012 compared to 12 months in accounting year 2012/2013. The sales of the existing activities of the Group also increased during a comparable period.

Sales of the deep-frozen vegetable division amounted to €407.7 million for the period ending as per 31 March 2013. The potato division was responsible for €264.4 million of the sales, whereas the canning division was responsible for €204.4 million of the sales in the same period.

Operating result

The consolidated EBIT for the period ending as per 31 March 2013 (12 months) amounts to €35.3 million, which represents an increase of €32.0 million compared to the accounting year 2011-2012 (15 months). The EBIT-margin (compared to the operating income) now amounts to 3.9%, compared to 0.4% in the previous accounting year.

The increase of the EBIT is the combined effect of an increase within the deep-frozen vegetable division of € 21.9 million, an increase within the potato division of €1.6 million and an increase of the EBIT within the canning division of €8.5 million. For the explanation of these evolutions we refer to the comments mentioned at the evolution of the EBITDA.

The results of the previous year were significantly influenced by a number of one-off charges in a total amount of €4.2 million. The corrections from the one-off elements mainly relate to the deep-frozen vegetable and potato activities and are commented on separately in this press release.

The consolidated REBIT (operating result before one-off elements) increased from €20.0 million as per 31 March 2012 (15 months) to €39.5 million as per 31 March 2013 (12 months).

The consolidated EBITDA for the period ending as per 31 March 2013 (12 months) amounts to €61.9 million, which represents an increase of €22.6 million compared to the accounting year 2011-2012 (15 months). The EBITDA-margin (compared to the operating income) now amounts to 6.8%, compared to 4.6% at the end of March 2012.

The EBITDA in the deep-frozen vegetable division amounted to €19.9 million for the financial year ending as per 31 March 2013 (12 months), compared to €2.2 million for the previous accounting year (15 months). This increase of the EBITDA by €17.7 million is influenced on the one hand by the contribution of the CECAB Activity for 12 months in the accounting year 2012/2013 compared to 7 months during previous accounting year. On the other hand, strong results were realized within the deep-frozen vegetable division in the accounting year ending as per 31 March 2013 by as well strong sales and a good production yield. The measures taken within the British subsidiaries during the previous accounting year are also having a positive effect on the operating results of the current accounting year.

The EBITDA of the potato division amounts to €19.7 million for the period ending as per 31 March 2013 (12 months), compared to €26.7 million in the previous year (15 months). This realised EBITDA is €7.0 million lower compared to the previous accounting year. Besides the impact of the difference in accounting year, the result is also explained by the evolution of the raw materials prices. The potato division's first half of the year was normal. Then the prices of raw materials increased very sharply following disappointing harvests.

This lead to strong increases in sales prices, which decreased the volume and thus the proceeds. The operating cash flow is in line with expectations.

The EBITDA of the canning division contributes €22.2 million to the EBITDA result of the Group for the period ending as per 31 March 2013 (12 months) and increased by €11.9 million compared to previous accounting year. The significant increase is on the one hand caused by the fact that the canning division contributes to the consolidated results for 12 months in accounting year 2012/2013 compared to 9 months during previous accounting year. On the other hand the increase is due to a number of non-recurring elements with a negative impact on the results of €-6.9 million during previous accounting year. The operating cash flow of the canning division is also in line with the expectations for the accounting year.

Consolidated EBITDA was influenced negatively by a number of significant one-off events on the result with a total impact on the EBITDA of €-3.2 million. The most important one-off elements are related to the deepfrozen vegetable segment. These are explained in a separate section of this press release.

The consolidated REBITDA (cash flow before one-off elements) amounts to €65.0 million for the period ending as per 31 March 2013 (12 months), which represents a significant increase compared to last year (15 months) when the REBITDA amounted to €53.3 million.

As per 31 March 2013 (12 months), the recurring operating cash flow (REBITDA) of the deep-frozen vegetable division amounted to €21.3 million, which represents an increase of €10.9 million compared to the previous accounting year (15 months). The increase 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 2013 (12 months), the recurring operating cash flow (REBITDA) of the potato division amounted to €21.5 million compared to €25.7 million during the previous year (15 months), or a decrease of €4.2 million. The decrease in REBITDA within the potato division can mainly be ascribed to the same reasons as discussed for the evolution of the EBITDA.

The canning division contributes €22.2 million of REBITDA to the consolidated REBITDA and equals the reported EBITDA.

Non-recurring elements

The non-recurring costs included within the operating result of the continued operations as per 31 March 2013 (12 months) amount to €-2.4 million. These non-recurring costs are mainly related to the British subsidiaries for an amount of €-2.3 million and consist of the remaining costs resulting from the closure of the

sites in Bourne and Easton (€-1.6 million) and a provision for the dilapidation claim related to the rented sites in Bourne/Grimsby (UK) (€-0.5 million). The non-recurring costs related to the Belgian subsidiaries amount to €-0.1 million. The non-recurring charges included within the operating result as per 31 March 2013 (12 months) in the potato segment amount to €-1.8 million and mainly consist of advisory costs relating to the sales transaction of the potato division.

The operating results for the year ending as per 31 March 2013 (12 months) do not include non-recurring income.

Financial result

The consolidated net financial result amounts to €-17.9 million for the year ending as per 31 March 2013 (12 months) compared to €-24.6 million for the previous accounting year (15 months).

The net interest charges of the accounting year 2012/2013 ending as per 31 March 2013 (12 months) amount to €-14.5 million, which represents a decrease of €1.6 million compared to the previous accounting year (15 months). The decrease is mainly due to the prolonged accounting year last year (15 months) compared to an accounting year of 12 months in 2012/2013.

The other financial result amounts to €-3.4 million for the accounting year ending as per 31 March 2013 (12 months) compared to €-8.6 million for the previous accounting year ending as per 31 March 2012 (15 months). This is mainly the result of an increase in fair value (market-to-market value) of financial instruments in an amount of €5.1 million. These concern mainly the interest rate swaps (IRS) that needed to be concluded for the new club deal financing. By these IRS PinguinLutosa hedges against a possible increase in interest rates on the drawn financing.

Taxes

The taxes expressed in the income statement arise on the one hand from the results of the financial year and on the other hand from temporary differences between local and IFRS valuation rules, which give rise to deferred taxes.

During the accounting year ending as per 31 March 2013 (12 months) taxes had a total negative tax effect of €-5.8 million. The consolidated income taxes on the results of the accounting year ending as per 31 March 2013 amount to €-14.7 million. In addition, as per 31 March 2013 positive deferred taxes were recorded for an amount of €8.9 million. During the previous accounting year (15 months) these taxes (income and deferred) had a total positive tax effect of €7.3 million.

Consolidated net result after taxes

The total consolidated profit over the current accounting period (12 months) amounts to €11.6 million compared to €-14.1 million over the accounting period ending as per 31 March 2012 (15 months). The Group's share in the net profit as per 31 March 2013 is €11.1 million.

Key consolidated figures per share

Earnings per share 31/03/2013 31/03/2013
(in € per share) (12 months) (12 months)
Basic Diluted
Earnings per share
(in € per share) 0.68 0.59
- Earnings per share from continued operations 0.01 0.01
- Earnings per share from discontinued operations 0.67 0.58
Earnings per share 31/03/2012 31/03/2012
(in € per share) (15 months) (15 months)
Basic Diluted 3
Earnings per share
(in € per share) -1.14 -1.14
- Earnings per share from continued operations -1.80 -1.80
- Earnings per share from discontinued operations 0.66 0.66

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

Consolidated key figures: statement of financial position per 31 March 2013 and 31 March 20124

(All amounts in € '000) 31/03/2013 31/03/2012 Evolution
in %
Assets
Non-current assets 289,909 279,866 3.59%
Intangible fixed assets
Goodwill
26,815
61,855
27,813
61,790
-3.59%
0.11%
Tangible fixed assets 192,448 185,734 3.61%
Financial fixed assets 3,350 3,350 0.00%
Other amounts receivable after one year 765 705 8.58%
Deferred tax asset 4,676 475 885.11%
Current assets 411,477 398,978 3.13%
Inventories 254,046 236,837 7.27%
Amounts receivable 123,072 123,708 -0.51%
Cash at bank and in hand 33,494 38,356 -12.68%
Derivatives 865 78 1,010.39%
Total 701,386 678,845 3.32%
Equity and liabilities
Equity* 182,181 171,400 6.29%
Provisions and deferred tax liabilities 39,277 42,942 -8.53%
Financial debts to credit institutions (ST) 203,812 193,115 5.54%
Financial debts to credit institutions (LT) 2,215 2,486 -10.90%
Subordinated loan (LT) 39,089 38,519 1.48%
Subordinated loan (ST) 400 N/A
Other amounts payable (LT) 3,128 3,128 0.00%
Other amounts payable (ST) 231,284 227,256 1.77%
Total 701,386 678,845 3.32%
Net financial debt** 215,150 198,891 8.18%
Working capital 174,975 179,235 -2.38%

* 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 canning division that was acquired ("Scana Noliko"), as well as software licences. The decrease of the heading 'intangible fixed assets' per 31 March 2013 by €1.0 million is mainly due to the combined impact of on the one hand the write-offs during the financial year (€2.3 million) and on the other hand investments (€1.2 million).

4 Consolidated management figures that contain both 'continued' and 'discontinued' operations, whereby the presentation according to 'IFRS 5 Discontinued operations' , as applied in the year-end financial statements, is not taken into account: see annex 4 for the presentation of the statement of financial position in accordance with IFRS 5.

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 CECAB Activity (€2.9 million), the acquisition of Buitenakkers NV (€0.1 million) and the acquisition of Scana Noliko (€6.0 million).

The tangible fixed assets increased by €6.7 million from €185.7 million per 31 March 2012 to €192.4 million per 31 March 2013. This increase is due to the acquisitions in the accounting year (+€31.8 million), the depreciation charges and the write-offs in the various entities (-€22.6 million) and the remaining combined impact of the transfers, disposals and the negative foreign exchange rate fluctuations (-€2.5 million).

The financial fixed assets in an amount of €3.4 million as per 31 March 2013 include the 10% minority participations in the real estate companies of the acquired CECAB Activity.

As per 31 March 2013 the Group has recognized deferred tax assets in a total amount of €4.7 million, which represents an increase of €4.2 million compared to the situation as per 31 March 2012. This increase mainly includes the recognition of deferred tax assets on tax losses carried forward for the Belgian deep-frozen vegetables division in an amount of €3.6 million.

Inventories increased from €236.8 million as per 31 March 2012 to €254.0 million as per 31 March 2013. The increase of inventories by €17.2 million is mainly explained by the increase of the inventories of the canning division (€4.0 million) and the potato division (€17.0 million) and was compensated on the other hand by the decrease of inventories in the deep-frozen vegetable division (€-3.8 million). The increase of inventories within the potato division is mainly the consequence of significantly increased potato prices, combined with an increase of the volumes.

As per 31 March 2013, the outstanding trade receivables from continued operations amounted to €123.1 million, compared to €123.7 million as per 31 March 2012. Cash and cash equivalents decreased from €38.4 million as per 31 March 2012 to €33.5 million as per 31 March 2013.

The Group did not own treasury shares as per 31 March 2012 and as per 31 March 2013.

Equity (including non-controlling interests) increased by €10.8 million and amounts to €182.2 million as per 31 March 2013 compared to €171.4 million as per 31 March 2012. Equity as per 31 March 2013 was positively influenced by the inclusion of the results in an amount of €11.6 million. The overall impact of the translation differences amounts to €-0.2 million at 31 March 2013. The impact of various adjustments on the other comprehensive income of the period amounts to €-0.1 million as per 31 March 2013. In addition, in accordance with IFRS Standards the remaining costs of the capital increase of February 2012 were

deducted from the capital (€-0.5 million as per 31 March 2013). Shareholders' equity at 31 March 2013 amounts to 26.0% of the statement of financial position total.

The net financial debts increased by €16.3 million, from €198.9 million per 31 March 2012 to €215.2 million per 31 March 2013, mainly resulting from the combined effect of increased financial debt and a decreased liquidity position as per 31 March 2013. The subordinated loans amount to €39.5 million as per 31 March 2013. The club deal financing amounted to €196.0 million as per 31 March 2013.

Following the plan to sell the potato division (see as well 'Important events after balance sheet date'), the Group has the intention to repay the existing club deal debts which explains the decision to record the complete club deal as short term debts. Due to this reclass in an amount of €114.5 million the liquidity ratio (see definitions at the end of this press release) is 94.5% instead of 128.2% in the case that these loans would be recorded as long term debts.

There are no changes in valuation rules with a significant impact on the Group's reported results or financial position (see annex 1).

Consolidated key figures: segment information

(All amounts in
€ '000)
31/03/2013
(12 months)
31/03/2013
(12
months)
31/03/2013
(12
months)
31/03/2012
(15 months)
31/03/2012
(15
months)
31/03/2012
(15
months)
Deep-frozen
vegetable
division
Potato
division
(IFRS 5)5
Canning
division
Deep-frozen
vegetable
division
Potato
division
Canning
division
Sales
Operating income
407,723
411,248
264,418
281,766
204,346
214,569
392,213
398,419
298,719
313,907
141,880
146,768
REBITDA
REBITDA-margin
21,289
5.18%
21,493
7.63%
22,234
10.4%
10,415
2,61%
25,661
8,2%
17,212
11,7%
EBITDA 19,901 19,748 22,234 2,221 26,693 10,320
REBIT 9,675 17,001 12,813 -3,830 12,604 11,249
EBIT 7,241 15,197 12,813 -14,643 13,636 4,356

Note: the canning division and the CECAB Activity were as per 31 March 2012 not yet part of the Group for the entire period (see 'Consolidation scope and period as per 31 March 2013').

Consolidated operating income of the Group amounted to €907.6 million for the period ending 31 March 2013 (12 months). During the current accounting year the deep-frozen vegetable division contributed 45.3% to the total operating income, the potato division contributed 31.1% to the total operating income and the canning division contributed 23.6% to the total operating income.

Consolidated sales of the Group amounted to €876.5 million for the period ending 31 March 2013 (12 months).

Sales in the deep-frozen vegetable division amounted to €407.7 million for the period ending 31 March 2013 (12 months) and represents 46.5% of total sales. The increase of sales by 4.0% or €15.5 million in this segment compared to last year is mainly due to the contribution of the CECAB activity for 12 months in accounting year 2012/2013 compared to 7 months in previous accounting year. The total volumes sold within the deep-frozen vegetable division increased by 0.8% in the accounting year 2012/2013 (12 months) compared to the previous accounting year that contained 15 months.

Sales in the potato division amounted to €264.4 million for the period ending 31 March 2013 (12 months), representing 30.2% of total sales. The sales of the potato division decreased by -11.5% compared to the previous accounting year, which is related to the fact that the accounting year 2012/2013 is counting 12

PINGUIN NV (member of PinguinLutosa Food Group) ● Romenstraat 3 ● 8840 WESTROZEBEKE ● Belgium Tel. +32 (0)51 788 200 ● Fax +32 (0)51 778 382 ● www.pinguinlutosa.com

5 Established under 'IFRS 5 Discontinued operations': see 'Consolidation scope and period per 31 March 2013'.

months compared to 15 months in the previous accounting year and in addition to the temporary fall of the volumes following the applied price policy.

Sales in the canning division amounted to €204.3 million for the period ending 31 March 2013 (12 months), representing 23.3% of total sales. The sales increased by 44% or €62.5 million compared to the previous accounting year, which is explained by the contribution to the Group for 12 months in the accounting year 2012/2013 compared to 9 months during the previous accounting year.

Consolidated key figures: statement of cash flows based on consolidated management figures

(All figures in € '000) 31/03/2013 31/03/2012 Change
(12 months) (15 months)
Cash flow from operating activities 57,392 40,746 16,646
Increase in working capital (-)/ decrease in working capital (+) -23,852 -19,050 -4,802
= Net cash flow from operating activities 33,540 21,696 11,844
Cash flow from investing activities -32,091 -120,314 88,223
Cash flow from financing activities -6,156 81,575 -87,731
Effect of exchange rate fluctuations -155 410 -565
= Free cash flow -4,862 -16,633 11,771
Cash and cash equivalents, opening balance 38,356 54,989
Cash and cash equivalents, closing balance 33,494 38,356

The free cash flow increased from €-16.6 million in the accounting year 2011/2012 (15 months) to €-4.9 million over the accounting year 2012/2013 (12 months). This is mainly explained by a significant improvement of the operating cash flow as a consequence of a strong improvement of the results compared to the previous accounting 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.

Events after the balance sheet date

Between 31 March 2013 and the date on which this press release was released for publication, the following significant events after the balance sheet date have occurred:

Status of the sale of the potato division to McCain

On 19 October 2012 McCain Foods and PinguinLutosa Food Group signed a Share Purchase Agreement for the sale of Pinguin's Lutosa division to McCain Foods. The agreement is based on an enterprise value of the division of €225 million. The European Commission has approved this transaction on 28 May. For further explanations, please refer to the press release dated May 29, 2013 with regard to Lutosa.

Club deal financing

Following the plan to sell the potato division, the Group has the intention to repay the existing club deal debts before 30 June 2013 which explains the decision to record the complete club deal as short term debts as per 31 March 2013. The approval of the banks has been obtained for this.

Status of letter of intent with CECAB with a view of acquiring four real estate companies held by Union Fermière Morbihannaise SCA

On 16 March 2013 Pinguin NV signed a letter of intent with the company under French law Union Fermière Morbihannaise SCA (UFM) envisaging the possibility of an acquisition of four real estate companies, currently held 90% by UFM and 10% by Pinguin NV.

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

Outlook6

Pinguin NV is in the final stadium of the sales process of the potato division, meaning that afterwards two divisions will remain, more specifically the deep-frozen vegetable division and the canning division. 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.

6 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 2012-2013: 24 July 2013 (17:45 hrs)
- Trading update Q1 accounting year 2013-2014: 24 July 2013 (17:45 hrs)
- General Assembly 2012-2013: 20 September 2013 at 14:00 hrs at
Langemark, Poelkapellestraat 71
- Announcement half-year results of the PinguinLutosa
Group (01/04/2013-30/09/2013): 22 November 2013 (17:45 hrs)
- Trading update Q3 accounting year 2013-2014: 24 January 2014 (17:45hrs)

For additional information, please contact PinguinLutosa:

Mrs. Marleen Vaesen, CEO: Tel : +32 (0)56/62.27.86

M. Steven D'haene, CFO:

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

PinguinLutosa in a nutshell

The PinguinLutosa Group (www.pinguinlutosa.com) is active predominantly in three segments, deep-frozen vegetables, potatoes and canned goods. Within the deep-frozen vegetable segment, the production of deep-frozen culinary vegetable preparations and dishes ('convenience') forms an extension of the basic activity whereas within the canning segment the preparation of ready-to-eat food such as soups, sauces, dips and pasta dishes constitutes a broadening of the basic activity (processing of harvest-fresh fruit and vegetables). Apart from the production and sales of deep-frozen potato products (chips and specialties), the Group also produces chilled pre-fried chips and potato flakes. The Group has 17 production sites in six different countries (Belgium, France, United Kingdom, Poland, Germany and Hungary) and 19 subsidiaries and sales offices on five continents.

In the accounting period ending as per 31 March 2013 PinguinLutosa realised €876.5 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 management figures)

Consolidated income statement 31/03/2013 31/03/2012
(in thousands of €) (12 months) (15 months)
Sales 876,487 832,812
Increase/decrease (-) in inventories: finished goods and work in
progress 19,399 13,670
Other operating income 11,697 12,612
Raw materials, consumables and goods for resale -497,743 -500,643
Services and other goods -220,366 -201,024
Personnel costs -117,240 -111,421
Depreciation and amortization -24,413 -31,753
Impairment losses on assets -1,898
Impairments, write-offs -1,030 -1,784
Provisions -1,188 -450
Other operating charges -10,352 -6,773
Operating result (EBIT) 35,251 3,349
Non-recurring income 1,289
Non-recurring expenses -4,238 -17,963
Operating result before non-recurrings (REBIT) 39,489 20,023
Financial income 4,184 2,157
Financial expenses -22,093 -26,804
Operating profit after net finance costs 17,342 -21,299
Taxes -5,756 7,244
PROFIT (LOSS) OF THE PERIOD 11,586 -14,055
Attributable to:
- The shareholders of PinguinLutosa (the 'Group') 11,102 -13,763
- Non-controlling interests 484 -292

In the accounting period ending 31 March 2013 no major changes took place in the valuation rules compared with the previous reporting period.

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

Annex 3: Condensed consolidated income statement in accordance with IFRS 5

Consolidated income statement 31/03/2013 31/03/2012
(in thousands of €) (12 months) (15 months)
CONTINUED OPERATIONS
Sales
Increase/decrease (-) in inventories: finished goods and work in
progress
612,087
3,714
534,093
2,406
Other operating income 12,012 10,702
Raw materials, consumables and goods for resale
Services and other goods
Personnel costs
Depreciation and amortization
Impairment losses on assets
Impairments, write-offs
Provisions
-344,424
-148,293
-85,296
-20,271
-681
-1,128
-327,240
-129,468
-73,309
-20,883
-1,495
-450
Other operating charges -7,665 -4,643
Operating profit (EBIT) 20,055 -10,287
Non-recurring income
Non-recurring expenses
-2,433 257
-17,963
Operating profit before non-recurrings (REBIT) 22,488 7,419
Financial income
Financial expenses
2,201
-21,561
1,085
-24,420
Operating profit after net finance costs 695 -33,622
Taxes -66 11,592
Profit (loss) of the period from continued operations 629 -22,030
DISCONTINUED OPERATIONS
Profit (loss) of the period from discontinued operations 10,957 7,975
PROFIT (LOSS) OF THE PERIOD 11,586 -14,055
Attributable to:
- The shareholders of PinguinLutosa (the 'Group')
- Non-controlling interests
11,102
484
-13,763
-292
Profit (loss) from discontinued operations 31/03/2013 31/03/2012
(in thousands of €) (12 months) (15 months)
Sales 267,490 301,803
Increase/decrease (-) in inventories: finished goods and work in
progress 15,685 11,264
Other operating income 6,682 6,511
Expenses (operating and financial) -273,210 -307,254
Loss on the remeasurement to fair value less costs to sell
Operating result after net financing costs 16,647 12,324
Attributable income tax expense -5,690 -4,349
Profit / (loss) of the period from discontinued operations 10,957 7,975
Attributable to:
- The shareholders of PinguinLutosa (the 'Group') 10,956 7,974
- Non-controlling interests 1 1

Annex 4: Condensed consolidated statement of financial position in accordance with IFRS 5

In accordance with the planned sale of the potato division, which was announced at the end of October 2012, the assets and liabilities related to the assets of the potato division were as per 31 March 2013 included as 'assets classified as held for sale' and 'liabilities related to assets classified as held for sale'.

(All amounts in € '000) 31/03/2013 31/03/2012 Evolution in
%
Assets
Non-current assets 180,788 279,866 -35.40%
Intangible fixed assets 24,322 27,813 -12.55%
Goodwill 10,233 61,790 -83.44%
Tangible fixed assets 131,449 185,734 -29.23%
Financial fixed assets 3,350 3,350 0.00%
Other amounts receivable after one year 726 705 3.10%
Deferred tax asset 10,708 475 2,156.07%
Current assets 603,200 398,978 51.19%
Inventories 200,516 236,837 -15.34%
Amounts receivable 85,060 123,708 -31.24%
Cash at bank and in hand 21,815 38,356 -43.12%
Derivatives 561 78 620.37%
Assets classified as held for sale 295,248 N/A
Total 783,988 678,845 15.49%
Equity and liabilities
Equity* 182,181 171,400 6.29%
Provisions and deferred tax liabilities 27,991 42,942 -34.82%
Financial debts to credit institutions (ST) 197,572 193,115 2.31%
Financial debts to credit institutions (LT) 2,167 2,486 -12.80%
Subordinated loan (LT) 39,089 38,519 1.48%
Subordinated loan (ST) 400 N/A
Other amounts payable (LT) 3,128 3,128 0.00%
Other amounts payable (ST) 231,831 227,256 2.01%
Liabilities related to assets classified as held for sale 99,629 N/A
Total 783,988 678,845 15.49%
Net financial debt** 215,150 198,891 8.13%
Working capital 174,975 179,235 -2.38%

* including non-controlling interests

** including subordinated loan

The main assets and liabilities related to discontinued operations at the end of the reporting period are detailed as follows:

Assets and liabilities related to assets classified as held for sale 31/03/2013
(in thousands of €)
Intangible fixed assets 2,493
Goodwill 51,622
Tangible fixed assets 61,000
Long-term receivables 39
Inventories 53,530
Amounts receivable 114,582
Other financial assets 304
Cash and cash equivalents 11,679
TOTAL ASSETS CLASSIFIED AS HELD FOR SALE 295,248
Provisions 61
Financial debts at credit institutions (LT) 47
Deferred tax liabilities 17,258
Financial debts to credit institutions (ST) 7,139
Trade payables 57,509
Tax payable 4
Remuneration and social security 11,905
Other amounts payable 5,696
TOTAL LIABILITIES RELATED TO ASSETS CLASSIFIED AS HELD FOR SALE 99,629
NET ASSETS RELATED TO ASSETS CLASSIFIED AS HELD FOR SALE 195,619