Greenyard NV — Interim / Quarterly Report 2012

Nov 15, 2012

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Press release

PinguinLutosa: half-year results 2012-2013

Financial highlights for half-year results 2012-2013:

• - During the first 6 months PinguinLutosa obtained a REBITDA of €39.0 million and a net result (continued and discontinued) of €10.3 million.
• - Net financial debt decreased by €27.8 million to €171.1 million.
• - Sales process of the potato division proceeds as planned.

The figures that are discussed in this press release relate to the consolidated management figures, including both the 'continued' PinguinLutosa activities (subconsolidation deep-frozen vegetable segment and canning segment) and 'discontinued' activities (subconsolidation potato segment), which does not take into account the presentation according to IFRS 5 discontinued operations as applied in the half-year financial statements (IAS 34): see also 'Consolidation scope and period as per 30 September 2012'. 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 first half of the accounting year good results were obtained in each of the three divisions (deepfrozen vegetables, potatoes and canning division) of PinguinLutosa at per 30 September 2012 and a REBITDA of €39.0 million was realised. These results are significantly better than the first half of previous accounting year, when a REBITDA of €-5.9 million was realized.

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. The positive contribution of the potato division for the first half of the accounting year is mainly due to the low potato prices during the first half of the year. Furthermore the first fruits could be reaped from the restructurings and the improvement projects that were initialized in the last accounting year.

¹ For a further discussion of the figures we refer the reader to the half-year consolidated financial statements (IAS 34) on our website www.pinguinlutosa.com under the heading "Financial information > Reports > half-year consolidated financial statements 2012-2013" (available as from 15 November 2012 onwards).

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Consolidated key figures: profit and loss per 30 September 2012 and 30 June 2011 (see annex 12 )

(All amounts in € '000)	01/04/2012- 30/09/2012	01/04/2012- 30/09/2012	01/04/2012- 30/09/2012	01/01/2011- 30/06/2011	01/01/2011- 30/06/2011	01/01/2011- 30/06/2011
	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
	(6 months)	(6 months)	(6 months)	(6 months)	(6 months)	(6 months)
Sales Operating income 3	417,569 436,049	286,792 307,253	131,786 131,051	228,089 222,700	105,939 86,755	123,286 137,477
EBITDA Operating profit	37,615	21,384	16,231	-7,302	-10,385	3,082
(EBIT)	24,656	12,667	11,989	-17,282	-15,037	-2,245
REBITDA Operating profit	39,041	22,617	16,424	-5,941	-9,023	3,082
before non-recurrings (REBIT)	26,216	14,034	12,182	-16,271	-14,027	-2,244
Interest earned and paid Other financial income and charges	-7,798	-7,009	-789	-3,091	-2,037	-1,054
	-1,842	-3,771	1,929	-2,616	-649	-1,968
Profit (loss) from continuing ope rations before tax
	15,016	1,888	13,128	-22,989	-17,723	-5,266
Income taxes Deferred taxes	-7,131 2,499	-1,237 902	-5,893 1,596	115 10,002	291 7,201	-176 2,801
Profit (loss) for the period	10,384	1,553	8,831	-12,872	-10,231	-2,641
- Share of the Group - Non-controlling	10,307	1,477	8,830	-12,052	-9,410	-2,642
interests	77	76	1	-820	-821	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 half-year financial statements (IAS 34).

Note: column 2,3,5,6: Presentation of incomes 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 30 September 2012' below.

³ Amended presentation of the write-off on stocks as a result of the NRV test: the amount of this change in presentation as per 30 September 2012 amounts to €-0.1 million. See 'Annex 1: Consolidated income statement'.

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 For a further discussion of the figures we refer the reader to the half-year consolidated financial statements (IAS 34) on our website www.pinguinlutosa.com under the heading "Financial information > Reports > half-year consolidated financial statements 2012-2013" (available as from 15 November 2012 onwards).

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Consolidation scope and period as per 30 September 2012

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 half-year (closing as per 30 September 2012) includes a 6 month period starting as from 1 April 2012 until 30 September 2012, whereas the comparative results related to the previous half year ending per 30 June 2011 included a period of 6 months also, but starting as from 1 January 2011 until 30 June 2011. Hence the current accounting period of the deep-frozen vegetable division now contains a number of important production months whereas this was not the case in the figures of previous year. The half-year figures of previous year contain the months of January until March, a period in which there is nearly no production and this period is used to perform major overhaul and investment programs. The seasonality also has an impact within the canning division, but is more limited than the seasonality in the deep-frozen vegetable division due to the production of winter vegetables and the convenience activities of the canning division.

Furthermore in September 2012 a plan was made to sell the potato division (see 'Important events after balance sheet date'). As per 30 September 2012 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 results of these discontinued operations are consequently presented separately in the half-year consolidated financial statements (IAS 34). In accordance with IFRS 5 Discontinued operations the depreciation charges of the fixed assets of the potato division needed to be stopped in the current accounting period as from the moment the potato division was considered as a disposal group, which is as from September 2012 onwards. The positive effect on the EBIT of this application of IFRS 5 on the potato division amounts to €0.8 million.

As per 30 September 2012 the results from continued operations include the consolidated results for PinguinLutosa NV, consisting of 6 months of results of the deep-frozen vegetable division of PinguinLutosa (including 6 months of results of the CECAB Activity) and 6 months of results of Scana Noliko (canning division included as from 1 July 2011 onwards). The results of Scana Noliko are included in the canning segment.

As per 30 June 2011 the Scana Noliko and CECAB Activity were not included in the comparative figures from continued operations (6 months results of the deep-frozen vegetable division). The comparable income statement and cash flow statement of the potato division were also presented as 'discontinued' operations.

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Sales

During the first six months of the accounting year 2012-2013 the Group's consolidated sales increased by 83.1% from €228.1 million at 30 June 2011 (6 months) to €417.6 million at 30 September 2012 (6 months). This is an increase of €189.5 million. €99.9 million of this increase is related to the acquisition of Scana Noliko whereas €66.1 million of this increase is related to the acquisition of the CECAB Activity.

Sales of the deep-frozen vegetable division amounted to €186.9 million for the period ending as per 30 September 2012. The potato division was responsible for €130.8 million of the sales, whereas the canning division was responsible for €99.9 million of the sales in the same period.

Operating result

The consolidated EBIT for the period ending as per 30 September 2012 (6 months) amounts to €24.7 million, which represents an increase by €41.9 million compared to the first half of the accounting year 2011-2012 (6 months). The EBIT-margin (compared to the operating income) now amounts to 5.7%, compared to -7.8% end of June 2011.

The increase of the EBIT is the combined effect of an increase within the deep-frozen vegetable division of € 21.9 million and an increase of the EBIT within the potato division of €14.2 million, whereas the impact of Scana Noliko on the EBIT amounts to €5.8 million. For the explanation of these evolutions we refer to the comments mentioned at the evolution of the EBITDA.

The results of the previous half year were significantly influenced by a number of one-off charges in a total amount of €1.6 million. The corrections from the one-off elements mainly relate to the deep-frozen vegetable activities and are commented on separately in this press release.

The consolidated REBIT (operating result before one-off elements) increased from €-16.3 million per 30 June 2011 (6 months) to €26.2 million per 30 September 2012 (6 months).

The consolidated EBITDA for the period ending as per 30 September 2012 (6 months) amounts to €37.6 million, which represents an increase by €44.9 million compared to the first half of accounting year 2011- 2012 (6 months). The EBITDA-margin (compared to the operating income) now amounts to 8.6%, compared to -3.3% for the end of June 2011.

The EBITDA in the deep-frozen vegetable division amounted to €11.2 million for the first 6 month ending per 30 September 2012, compared to €-10.4 million for the first half of previous accounting year. This increase of the EBITDA from the deep-frozen vegetable division of €21.6 million is influenced by the

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incorporation of the CECAB Activity for €6.4 million. The remaining increase of the EBITDA from the deepfrozen vegetable division (€+15.2 million) is mainly due to the seasonality of operations and the inclusion of the CECAB Activity. In addition, the measures taken within the British subsidiaries in the past financial year have had a positive effect on the operating results in the current accounting year.

The remark also needs to be made that the first half of the accounting year 2012-2013 consists of the months April until September, whereas the first half of the previous accounting year consists of the months of January until June. More precisely this implies that traditionally the first half of the new accounting year consists of the main production months within the deep-frozen vegetable division with a positive impact on the results compared to previous year. The major production in the deep-frozen vegetable division takes place in the summer months because of the high supply of vegetables at that moment of time.

The EBITDA of the potato division amounts to €16.2 million for the period ending as per 30 September 2012 (6 months), compared to €3.1 million in the previous year. This realized EBITDA is €13.1 million higher compared to the first half of previous accounting year. The increased EBITDA during the first half of this accounting year is mainly due to significantly decreased potato purchase prices with a positive effect on the operating cash flow compared to the first half of previous accounting year. Also good production yields were realized in the plants.

The EBITDA of the canning division contributed €10.2 million to the EBITDA result of the Group for the period ending as per 30 September 2012 (6 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 €-1.4 million. The most important one-off elements are related to the deep-frozen vegetable segment. These are explained in a separate section of this press release.

The consolidated REBITDA (cash flow before one-off elements) amounts to €39.0 million for the period ending as per 30 September 2012 (6 months), which represents a significant increase compared to the first half of last year when the REBITDA amounted to €-5.9 million.

As per 30 September 2012 (6 months), the recurring operating cash flow (REBITDA) of the deep-frozen vegetable division amounted to €12.4 million, which is an increase of €21.5 million compared to the previous accounting year. 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.

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As per 30 September 2012 (6 months), the recurring operating cash flow (REBITDA) of the potato division amounted to €16.4 million compared to €3.1 million during the previous year (an increase of €13.3 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 canning division contributes €10.2 million REBITDA to the consolidated REBITDA and equals the reported EBITDA.

Non-recurring elements

The non-recurring costs included within the operating result of the deep-frozen vegetable division and the canning division as per 30 September 2012 amount to €-1.4 million. These non-recurring costs are on the one hand related to the British subsidiaries for an amount of €-0.7 million and are mainly consisting of the remaining costs resulting from the closure of the sites in Bourne and Easton (€-0.7 million). The nonrecurring costs related to the Belgian subsidiaries amount to €-0.7 million and are mainly consisting of advisory costs relating to the sales transaction of the potato division and the refinancing operation (€-0.6 million). The non-recurring charges included within the operating result per 30 September 2012 in the potato segment amount to €0.2 million and consist of redundancy fees.

The operating results for the first 6 months ending per 30 September do not include non-recurring income.

Financial result

The consolidated net financial result amounts to €-9.6 million for the first 6 months ending as per 30 September 2012 compared to €-5.7 million for the first 6 months of the previous accounting year.

The net interest charges of the first 6 months ending as per 30 September 2012 amount to €-7.8 million, which represent an increase of €4.7 million compared to the first half of the previous accounting year. The increase is mainly due to the increase of the drawn financing for the acquisition of Scana Noliko and for the increased working capital following the acquisition of the CECAB Activity.

The other financial result amounts to €-1.8 million for the first half of the accounting year ending as per 30 September 2012 compared to €-2.6 million for the first half of previous accounting year ending as per 30 June 2011. This is mainly the result of a decrease in fair value (market-to-market value) of financial instruments in an amount of €-2.6 million: as per 30 June 2011 a positive impact of €0.2 million for the first half of previous accounting year compared to a negative impact of €-2.4 million for the first half of current accounting year ending as per 30 September 2012. These concern 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.

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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 first 6 months ending as per 30 September 2012 taxes had a total negative tax effect of €-4.6 million. The consolidated income taxes on the results of the first 6 months ending as per 30 September 2012 amount to €-7.1 million. In addition, as per 30 September 2012 positive deferred taxes were recorded for an amount of €2.5 million. During the first half of previous accounting year these taxes (income and deferred) had a total positive tax effect of €10.1 million.

Consolidated net result after taxes

The total consolidated profit over the first 6 months of the current accounting period amounts to €10.4 million compared to €-12.9 million over the first 6 months ending as per 30 June 2011. The Group's share in the net profit as per 30 September 2012 is €10.3 million.

Key consolidated figures per share

Earnings per share	30/09/2012	30/09/2012
(in € per share)	(6 months)	(6 months)
	Basic	Diluted
Earnings per share
(in € per share)	0.63	0.55
- Earnings per share from continued operations - Earnings per share from discontinued operations	0.09 0.54	0.08 0.47
Earnings per share	30/06/2011	30/06/2011
(in € per share)	(6 months)	(6 months)
	Basic	Diluted
Earnings per share
(in € per share)	-1.04	-1.04
- Earnings per share from continued operations - Earnings per share from discontinued operations	-0.81 -0.23	-0.81 -0.23

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Consolidated key figures: statement of financial position per 30 September 2012 and 31 March 20124

(All amounts in € '000)	30/09/2012	31/03/2012	Evolution in %
Assets
Non-current assets	282,322	279,866	0.88%
Intangible fixed assets	26,421	27,813	-5.01%
Goodwill	61,848	61,790	0.09%
Tangible fixed assets	188,890	185,734	1.70%
Financial fixed assets	3,355	3,350	0.14%
Other amounts receivable after one year	636	705	-9.70%
Deferred tax asset	1,172	475	146.89%
Current assets	433,934	398,978	8.76%
Inventories	248,481	236,837	4.92%
Amounts receivable	119,211	123,708	-3.63%
Cash at bank and in hand	65,962	38,356	71.97%
Derivatives	280	78	259.00%
Total	716,256	678,845	5.51%
Equity and liabilities
Equity*	181,965	171,400	6.16%
Provisions and deferred tax liabilities	41,429	42,942	-3.52%
Financial debts to credit institutions (ST)	192,910	193,115	-0.11%
Financial debts to credit institutions (LT)	2,330	2,486	-6.27%
Subordinated loan	39,000	38,519	1.25%
Other amounts payable (LT)	3,128	3,128	0.00%
Other amounts payable (ST)	255,494	227,256	12.43%
Total	716,256	678,845	5.51%
Net financial debt**	171,127	198,891	-13.96%
Working capital	186,567	179,235	+4.09%

^* including non-controlling interests

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 30 September 2012 by €1.4 million is mainly due to the impact of the write-offs during the financial year (€1.4 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 half-year financial statements (IAS 34), is not taken into account: see annex 4 for the presentation of the statement of financial position in accordance with IFRS 5.

^** including subordinated loan

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The goodwill shown contains the goodwill from the acquisition of Salvesen (€1.3 million), the acquisition of the Lutosa Group (€51.6 million), the acquisition of the CECAB Activity (€2.9 million) and the acquisition of Scana Noliko (€6.0 million).

The tangible fixed assets increased by €3.2 million from €185.7 million per 31 March 2012 to €188.9 million per 30 September 2012. This increase is due to the acquisitions in the accounting year (+€14.9 million), the depreciation charges and the write-offs in the various entities (-€12.4 million) and the remaining combined impact of the disposals and the positive foreign exchange rate fluctuations (+€0.7 million).

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

As per 30 September 2012 the Group has recognized deferred tax assets in a total amount of €1.2 million, which represents an increase of €0.7 million compared to the situation as per 31 March 2012. This increase includes the recognition of a deferred tax asset on tax losses carried forward for the British subsidiary Pinguin Foods UK Ltd. in an amount of €0.7 million.

Inventories increased from €236.8 million per 31 March 2012 to €248.5 million per 30 September 2012. The increase of inventories by €11.6 million is mainly explained by the increase of the inventories of the canning division (€2.2 million) and the deep-frozen vegetable division (€12.1 million) and was compensated on the other hand by the decrease of inventories in the potato division (€-2.6 million). The increase of inventories in the deep-frozen vegetable segment is explained by the seasonality of operations of the deep-frozen vegetable segment, since in this segment there is more production in the second half of the calendar year than in the first half of the year.

As per 30 September 2012, the outstanding trade receivables from continued operations amounted to €119.2 million, compared to €123.7 million as per 31 March 2012. Cash and cash equivalents increased from €38.4 million per 31 March 2012 to €66.0 million per 30 September 2012.

The Group did not own treasury shares as per 31 March 2012 and per 30 September 2012.

Equity (including non-controlling interests) increased by €10.6 million and amounts to €182.0 million per 30 September 2012 compared to €171.4 million per 31 March 2012. Equity as per 30 September 2012 was positively influenced by the inclusion of the results in an amount of €10.4 million. Furthermore, the strengthening of the British Pound had a positive impact on consolidated equity by translation differences on the assets of Pinguin Foods UK Ltd. relating to the shareholdings in Pinguin Foods UK Ltd. and the Salvesen goodwill. The overall impact of the translation differences (including translation differences on sales offices)

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amounts to €+0.7 million at 30 September 2012. In addition, in accordance with IFRS Standards the remaining costs of the capital increase of February 2012 were deducted from the capital (€0.4 million as per 30 September 2012). Shareholders' equity at 30 September 2012 amounts to 25.4% of the statement of financial position total.

The so-called quasi-equity as per 30 September 2012 amounts to €221.0 million and also includes the subordinated loans amounting to €39.0 million.

The net financial debts decreased by €27.8 million, from €198.9 million per 31 March 2012 to €171.1 million per 30 September 2012, mainly resulting from the increased liquidity position as per 30 September 2012. The subordinated loans amount to €39.0 million as per 30 September 2012. The renewed club deal amounted to €184.0 million as per 30 September 2012.

Following the plan to sell the potato division (see '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 €119.2 million the liquidity ratio (see definitions at the end of this report) is 96.8% instead of 131.8% in the case that these loans would be recorded as long term debts.

As per 30 September 2012 the other short-term debts increased from €227.3 million at 31 March 2012 to €255.5 million at 30 September 2012, mainly following the increase of trade payables (+€14.4 million) and tax payables (+€11.6 million).

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

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Key consolidated figures: segment information

(All amounts in € '000)	30/09/2012 (6 months)	30/09/2012 (6 months)	30/09/2012 (6 months)	30/06/2011 (6 months)	30/06/2011 (6 months)
	Deep-frozen vegetable division	Potato division (IFRS 5)5	Canning division	Deep-frozen vegetable division	Potato division
Sales Operating income	186,918 200,372	130,776 129,877	99,875 105,800	105,778 86,463	122,311 136,237
REBITDA REBITDA-margin	12,429 6.20%	16,424 12.65%	10,188 9.63%	-9,023 -10.43%	3,082 2.26%
EBITDA	11,196	16,231	10,188	-10,385	3,082
REBIT	8,259	12,182	5,774	-14,027	-2,244
EBIT	6,893	11,989	5,774	-15,037	-2,244

Note: the canning division and the CECAB Activity were not yet part of the Group as per 30 June 2011.

Consolidated operating income of the Group amounted to €436.0 million for the period ending 30 September 2012 (6 months). In these six months the deep-frozen vegetable division contributed 46.0% to the total operating income, the potato division contributed 29.8% to the total operating income and the canning division contributed 24.2% to the total operating income.

Consolidated sales of the Group amounted to €417.6 million for the period ending 30 September 2012 (6 months).

Sales in the deep-frozen vegetable division amounted to €186.9 million for the period ending 30 September 2012 (6 months) and represents 44.8% of total sales. The increase of sales by 76.4% in this segment compared to last year is mainly due to the impact of the inclusion of the CECAB Activity. The sold volumes within the deep-frozen vegetable division increased by 65.8% in the first six months of current accounting period compared to the first six months of previous accounting period. The increase of volumes sold excluding the CECAB Activity amounts to 10.8%.

Sales in the potato division amount to €130.8 million for the period ending 30 September 2012 (6 months), representing 31.3% of total sales. The sales of the potato division increase by 6.9% compared to the first six months of the accounting period 2011-2012.

Sales in the canning division amount to €99.9 million for the period ending 31 March 2012 (6 months), representing 23.9% of total sales.

⁵ Established under IFRS 5 Discontinued operations: see 'Consolidation scope and period per 30 September 2012'.

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

(All figures in € '000)	30/09/2012	30/06/2011	Change
	(6 months)	(6 months)
Cash flow from operating activities	30,486	-7,451	37,937
Increase in working capital (-)/ decrease in working capital (+)	23,641	-13,425	37,066
= Net cash flow from operating activities	54,127	-20,877	75,003
Cash flow from investing activities	-14,667	-8,402	-6,265
Cash flow from financing activities	-11,779	-11,028	-751
Effect of exchange rate fluctuations	-76	-20	-56
= Free cash flow	27,605	-40,327	67,931
Cash and cash equivalents, opening balance	38,356	54,990
Cash and cash equivalents, closing balance	65,961	14,663

Net cash flow increased from €-40.3 million in the first 6 months of 2011 to €27.6 million in the first 6 months of the current accounting period. This is mainly explained by the seasonal effect within the deep-frozen vegetable division, the positive results realized within the potato division and the contribution of Scana Noliko.

Declaration of the auditor

The limited review of the interim financial information executed by the auditor did not reveal any specific remarks.6

Events after the balance sheet date

Between 30 September 2012 and the date on which this press release was released for publication, the following significant events after the balance sheet date have occurred:

(Plan to) sell the potato division

On 19 October 2012 McCain Foods and PinguinLutosa Food Group announced that they have 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. It encompasses Lutosa's operations in production, marketing and distribution of frozen, chilled and dehydrated potato products, as well as the Lutosa brand.

⁶ For a complete version of the limited review report we refer the reader to the half-year consolidated financial statements (IAS 34) on our website www.pinguinlutosa.com under the heading "Financial information > Reports > half-year consolidated financial statements 2012-2013" (available as from 15 November 2012 onwards).

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A binding agreement has been approved by the boards of directors of both parties. It is subject only to a confirmatory due diligence and regulatory approvals.

Hence as per 30 September 2012 the potato division is presented in accordance with IFRS 5 Discontinued operations as a 'disposal group' or discontinued operation.

Currently the confirmatory due diligence is taking place and the regulatory approvals have been requested. The sales process is progressing as planned. PinguinLutosa expects to finalize the transaction before 31 March 2012.

Marleen Vaesen is appointed as CEO of PinguinLutosa

As from the 1st of November onwards Marleen Vaesen (1959) will be appointed as CEO of PinguinLutosa. She will take over the position of Hein Deprez, who was CEO of PinguinLutosa to date. Hein Deprez remains, as president of the Strategic Committee and controlling shareholder, to exercise an active role in determining the strategy of PinguinLutosa.

Pending dispute with Maxwell Chase Technologies

In the dispute with regard to Maxwell Chase Technologies LLC, the judgement by the Court of appeal in Ghent on 24 September 2012 was positive for PinguinLutosa and the compensation request was rejected. This judgment was served so that the 3-month period in which the opposing party possibly can go in cassation now runs.

Club deal financing

PinguinLutosa reports to the providers of the club deal financing on a quarterly basis. The first testing of the covenants occurred on 31 December 2011. Per 31 December 2011 the company breached the covenant relating to the cash flow cover. For the period up till 30 June 2012 a temporarily adjusted cash flow cover covenant has been agreed on (from 1 to -1.35). Per 30 June 2012 and per 30 September 2012 PinguinLutosa complied with this adjusted covenant, as well as with the other existing covenants.

Following the plan to sell the potato division, 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 per 30 September 2012.

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

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Outlook7

in the coming months PinguinLutosa will finalize the sales process of the potato division, meaning that afterwards 2 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. 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 CECAB Activity 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.

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.

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Financial calendar

• Trading update Q3 2012: 25 January 2013 (17:45 hrs)

• Announcement of annual results 2012-2013 17 May 2013 (17:45 hrs)

• Availability of annual report 2012-2013: 24 July 2013 (17:45 hrs)

• Trading update Q1 2013-2014: 24 July 2013 (17:45 hrs)

• General Meeting: 20 September 2013 at 14:00 hrs at

Langemark, Poelkapellestraat 71

For additional information, please contact PinguinLutosa:

Mrs. Marleen Vaesen, CEO:

Tel : + 32 (0)56/62.27.48

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 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.

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Annex 1: Consolidated income statement (consolidated management figures)

Consolidated income statement	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	8 (6 months)
Sales	417,569	228,089
Increase/decrease (-) in inventories: finished goods and work in
progress	12,419	-6,983
Other operating income	6,061	1,593
Raw materials, consumables and goods for resale	-225,444	-137,992
Services and other goods	-110,779	-60,417
Personnel costs	-57,015	-29,459
Depreciation and amortization	-13,780	-9,928
Impairments, write-offs	935	-374
Provisions	-115	323
Other operating charges	-5,195	-2,134
Operating result (EBIT)	24,656	-17,282
Non-recurring income
Non-recurring expenses	-1,560	-1,011
Operating result before non-recurrings (REBIT)	26,216	-16,271
Financial income	3,367	1,146
Financial expenses	-13,007	-6,853
Operating profit after net finance costs	15,016	-22,989
Taxes	-4,632	10,117
PROFIT (LOSS) OF THE PERIOD	10,384	-12,872
Attributable to: - The shareholders of PinguinLutosa (the 'Group')	10,307	-12,052
- Non-controlling interests	77	-820

In the accounting period ending 30 September 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 write-offs) on inventories were presented as per 30 September 2012 in accordance with IAS 2.34 under the heading 'impairment losses' in the income statement, whereas these were presented as per 30 June 2011 under the heading 'changes in inventory'. The amount of this amended presentation per 30 September 2012 amounts to €-0.1 million (reversal of write-offs on inventory with a negative impact on EBITDA). The

⁸ Amended presentation of the write-off on stocks as a result of the NRV test: the amount of this change in presentation as per 30 September 2012 amounts to €-0.1 million.

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comparable figures per 30 June 2011 were adjusted (reversal of write-offs on inventory with a negative impact on EBITDA of €-0.03 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)

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

Consolidated income statement	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	(6 months)
CONTINUED OPERATIONS
Sales	286,792	105,939
Increase/decrease (-) in inventories: finished goods and work in
progress	14,056	-19,778
Other operating income	6,405	594
Raw materials, consumables and goods for resale	-165,795	-52,983
Services and other goods	-73,981	-28,498
Personnel costs	-41,681	-14,364
Depreciation and amortization	-9,620	-4,784
Impairment losses on assets
Impairments, write-offs	1,017	-191
Provisions	-115	323
Other operating charges	-4,411	-1,295
Operating profit (EBIT)	12,667	-15,037
Non-recurring income
Non-recurring expenses	-1,366	-1,010

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Operating profit before non-recurrings (REBIT)	14,034	-14,027
Financial income	1,369	1,210
Financial expenses	-12,148	-3,896
Operating profit after net finance costs	1,888	-17,723
Taxes	-335	7,492
Profit (loss) of the period from continued operations	1,553	-10,231
DISCONTINUED OPERATIONS
Profit (loss) of the period from discontinued operations	8,831	-2,641
PROFIT (LOSS) OF THE PERIOD	10,384	-12,872
Attributable to:
- The shareholders of PinguinLutosa (the 'Group')	10,307	-12,052
- Non-controlling interests	77	-820

Profit (loss) from discontinued operations	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	(6 months)
Sales Increase/decrease (-) in inventories: finished goods and work in	131,786	123,286
progress	-1,636	12,796
Other operating income	2,997	1,402
Expenses (operating and financial) Loss on the remeasurement to fair value less costs to sell	-120,019	-142,750
Operating result after net financing costs	13,128	-5,266
Attributable income tax expense	-4,297	2,625
Profit / (loss) of the period from discontinued operations	8,831	-2,641
Attributable to:
- The shareholders of PinguinLutosa (the 'Group')	8,830	-2,642
- 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 30 September 2012 included as 'assets classified as held for sale' and 'liabilities related to assets classified as held for sale'.

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(All amounts in € '000)	30/09/2012	31/03/2012	Evolution in %
Assets
Non-current assets	183,025	279,866	-34.60%
Intangible fixed assets	23,968	27,813	-13.83%
Goodwill	10,226	61,790	-83.45%
Tangible fixed assets	137,473	185,734	-25.98%
Financial fixed assets	3,355	3,350	+0.14%
Other amounts receivable after one year	596	705	-15.36%
Deferred tax asset	7,407	475	+1.460.57%
Current assets	574,367	398,978	+43.96%
Inventories	214,525	236,837	-9.42%
Amounts receivable	96,390	123,708	-22.08%
Cash at bank and in hand	19,925	38,356	-48.05%
Derivatives	114	78	+46.41%
Assets classified as held for sale	243,413		+100.00%
Total	757,392	678,845	11.57%
Equity and liabilities
Equity*	181,965	171,400	+6.16%
Provisions and deferred tax liabilities Financial debts to credit institutions (ST)	26,631 192,785	42,942 193,115	-37.98% -0.17%
Financial debts to credit institutions (LT)	2,318	2,486	-6.72%
Subordinated loan	39,000	38,519	+1.25%
Other amounts payable (LT)	3,128	3,128	0.00%
Other amounts payable (ST)	209,066	227,256	-8.00%
Liabilities related to assets classified as held for sale	102,498		+100.00%
Total	757,392	678,845	+18.28%
Net financial debt**	171,127	198,891	-13.96%
Working capital	186,567	179,235	+4.09%

^* including non-controlling interests

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 (in thousands of €)	30/09/2012
Intangible fixed assets	2,453
Goodwill	51,622
Tangible fixed assets	51,417
Long-term receivables	40
Inventories	33,956
Amounts receivable	57,723
Other financial assets	166

^** including subordinated loan

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Cash and cash equivalents	46,036
TOTAL ASSETS CLASSIFIED AS HELD FOR SALE	243,413
Financial debts at credit institutions (LT)	11
Deferred tax liabilities	21,034
Financial debts to credit institutions (ST)	125
Trade payables	55,210
Tax payable	14,824
Remuneration and social security	6,003
Other amounts payable	5,291
TOTAL LIABILITIES RELATED TO ASSETS CLASSIFIED AS HELD FOR SALE	102,498
NET ASSETS RELATED TO ASSETS CLASSIFIED AS HELD FOR SALE	140,915