HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS figures 2012-2013 under IFRS accounting standards

Only the Dutch version is the official version. The French and English versions are translations of the original Dutch version.

INDEX

1.	INTERIM ANNUAL REPORT 3
1.1.	CONSOLIDATED KEY FIGURES 4
1.2.	ANALYSIS OF CONSOLIDATED INCOME STATEMENT 6
	1.2.1. INCOME STATEMENT FROM CONTINUED OPERATIONS 6
	1.2.2. INCOME STATEMENT FROM DISCONTINUED OPERATIONS 7
1.3.	ANALYSIS OF CONSOLIDATED INCOME STATEMENT BY OPERATING SEGMENT 8
1.4.	ANALYSIS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND CONSOLIDATED
	STATEMENT OF CASH FLOWS 9
1.5.	PRINCIPAL RISKS AND UNCERTAINTIES FOR THE REMAINING MONTHS OF THE FINANCIAL
	YEAR 11
1.6.	IMPORTANT EVENTS AFTER BALANCE SHEET DATE 11

2.	CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 13
2.1.	CONDENSED CONSOLIDATED INCOME STATEMENT 13
	2.1.1 CONDENSED CONSOLIDATED INCOME STATEMENT 13
	2.1.1 EARNINGS PER SHARE 14
2.2.	CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 15
2.3.	CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 16
3.3.	CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) 17
2.4.	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 18
3.4.	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) 19
2.5.	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 20
3.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 21

3.1.	PRESENTATION 21
3.2.	STATEMENT OF COMPLIANCE 21
3.3.	SEASONALITY OF OPERATIONS 21
3.4.	CHANGES IN ACCOUNTING POLICIES AND PRESENTATION RULES 22
3.5.	FOREIGN CURRENCIES 23
3.6.	SEGMENT INFORMATION 23
3.7.	OTHER OPERATING INCOME 27
3.8.	OPERATING CHARGES 27
3.9.	NON-RECURRING ITEMS 29
	3.10. FINANCIAL INCOME AND EXPENSES 29
	3.11. INCOME TAX EXPENSES 29
	3.12. DISCONTINUED OPERATIONS 30
	3.13. GOODWILL 31
	3.14. INVESTMENT EXPENSES 31
	3.15. DEFERRED TAX ASSETS 32
	3.16. INVENTORIES 32
	3.17. NUMBER OF SHARES 32
	3.18. FINANCIAL INSTRUMENTS AND RISK DESCRIPTION 32 3.19. INTEREST-BEARING LIABILITIES 33
	3.20. ASSETS AND LIABILITIES RELATED TO ASSETS AND LIABILITIES RELATED TO ASSETS
	CLASSIFIED AS HELD FOR SALE 35
	3.21. FOREIGN EXCHANGE SENSITIVITY 35
	3.22. CHANGES IN CONSOLIDATION SCOPE 37
	3.23. CONTINGENCIES 38
	3.24. RELATED PARTIES 38
	3.25. EVENTS AFTER THE BALANCE SHEET DATE 38

4.	STATEMENT OF THE RESPONSIBLE PERSONS 39
5.	REPORT OF THE STATUTORY AUDITOR ON THE CONDENSED CONSOLIDATED INTERIM
	FINANCIAL STATEMENTS 40

ANNEX: FINANCIAL DEFINITIONS

1. INTERIM ANNUAL REPORT

This interim annual report should be read in conjunction with the condensed consolidated interim financial statements of the PinguinLutosa Group.

Consolidation scope and consolidation period per 30 September 2012

In 2011 PinguinLutosa changed its closing date to 31 March. Hence the accounting periods of each of the three divisions (deep-frozen vegetable division, potato division and canning division) have 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 deepfrozen 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 disclosure "3.12. Discontinued operations"). As per 30 September 2012 these discontinued operations (potato segment) are, according to IFRS 5, classified and accounted for as a disposal group related to discontinued operations. The results of these discontinued operations are consequently included separately in the consolidated income statement and are disclosed in note "3.12 Discontinued operations".

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' in note "3.12. Discontinued operations".

1.1. CONSOLIDATED KEY FIGURES

Consolidated key figures: IFRS income statement	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	(6 months) 1

Sales *	417,569	228,089
- continued operations	286,792	105,939
- discontinued operations	131,786	123,286

Operating income *	436,049	222,700
- continued operations	307,253	86,755
- discontinued operations	131,051	137,477
Operating cash flow (EBITDA) *	37,615	-7,302
- continued operations	21,384	-10,385
- discontinued operations	16,231	3,082

Operating profit (EBIT) *	24,656	-17,282
- continued operations	12,667	-15,037
- discontinued operations	11,989	-2,244
Recurring EBITDA (REBITDA) *	39,041	-5,941
- continued operations	22,617	-9,023
- discontinued operations	16,424	3,082
Recurring EBIT (REBIT) *	26,216	-16,271
- continued operations	14,034	-14,027
- discontinued operations	12,182	-2,244

Financial income *	3,367	1,146
Financial charges *	-13,007	-6,853
Net profit after taxes *	10,384	-12,872
- continued operations	1,553	-10,231
- discontinued operations	8,831	-2,641

Earnings per share: part of the Group (in €) *	0.63	-1.04
- continued operations	0.09	-0.81
- discontinued operations	0.54	-0.23
Earnings per share (diluted): part of the Group (in €) *	0.55	-1.04
- continued operations	0.08	-0.81
- discontinued operations	0.47	-0.23

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

¹ Amended presentation of the write-off on stocks as a result of the NRV test: we refer to note "2.3. Valuation rules" in the consolidated annual report as per 31 March 2012.

^* Consolidated management reporting that contains both the 'continued' and the 'discontinued' operations, where PinguinLutosa does not take into account the presentation according to 'IFRS 5 Discontinued operations' as applied in the half-year consolidated financial statements (IAS 34).

Ratios ²

EBITDA / Operating income	8.6%	-3.3%
- continued operations	7.0%	-12.0%
- discontinued operations	12.4%	2.2%

EBIT / Operating income	5.7%	-7.8%
- continued operations	4.1%	-17.3%
- discontinued operations	9.1%	-1.6%

Consolidated key figures: IFRS statement of financial position	30/09/2012	31/03/2012
(in thousands of €)

Fixed assets	183,025	279,867
Current assets	574,367	398,978
Statement of financial position total	757,391	678,845
Equity (incl. non-controlling interests)	181,965	171,400
Non-controlling interests	1,895	1,819
Liabilities	575,427	507,445
Statement of financial position total	757,391	678,845

Working capital	186,567	179,235
Net financial debt	171,127	198,891

Ratios
ROE	5.7%	-8.2%
Liquidity	113.9%	94.9%
Solvency	24.0%	25.2%

* Consolidated management reporting that contains both the 'continued' and the 'discontinued' operations, where PinguinLutosa does not take into account the presentation according to 'IFRS 5 Discon-

tinued operations' as applied in the half-year consolidated financial statements (IAS 34).

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 We refer to the financial definitions at the end of these half-year consolidated financial statements.

1.2. ANALYSIS OF CONSOLIDATED INCOME STATEMENT

1.2.1. INCOME STATEMENT FROM CONTINUED OPERATIONS

When comparing the consolidated income statement from continued operations, it needs to be remarked that, apart from the above-mentioned effect of seasonality, in the prolonged accounting year 2011-2012 two acquisitions took place (CECAB Activity and Scana Noliko Group (canning division)), but that these acquisitions took place after the half-year end closing of 30 June 2011. In the half-year closing of the current accounting year 2012-2013, the results of the CECAB Activity and the results of Scana Noliko are included for 6 months in the results from continued operations. These factors are indicating that a correct objective comparison between both accounting years is very difficult.

During the first half of the accounting year ending 30 September 2012 the Group's consolidated sales from continued operations amounted to €286.8 million, which represents an increase of €180.9 million compared to the first half of previous accounting year. €99.9million of this increase is related to the acquisition of Scana Noliko whereas €69.8 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 first half of the accounting year ending per 30 September 2012, whereas the canning division was responsible for €99.9 million of the sales from continued operations for its account in the same period.

The EBIT (operating result) from continued operations for the first half-year ending as per 30 September 2012 amounts to €12.7 million, which represents an increase by €27.7 million compared to the first half of the previous accounting year. The EBIT-margin (compared to the operating income) from continued activities amounts to 4.1% as per 30 September 2012 compared to -17.3% per 30 June 2011.

The increase of the EBIT from continued operations is the combined effect of, on the one hand an increase within the deep-frozen vegetable division of €21.9 million and on the other hand the EBITimpact of Scana Noliko of €5.8 million. For the explanation of these evolutions we refer to the comments mentioned at the evolution of the EBITDA.

The write-off (and reversals of write-off) of inventories were presented within the section 'write-offs' included within the income statement as per 30 September 2012 conform IAS 2.34, whereas write-offs (and reversals of write-off) of inventories were included in the section of the "change in inventory' as per 30 June 2011. The amount of this change in presentation amounts to €-0.1million per 30 September 2012 (reversal write-off of inventories with negative EBITDA-impact). The comparative amounts per 30 June 2012 have been adjusted (reversal of the write-off of inventories with a negative impact on EBITDA amounting to €-0.03 million).

The EBITDA (operating cash flow) from continued operations for the first half-year of the accounting year 2012-2013 ending as per 30 September 2012 amounts to €21.4 million, which represents an increase by €31.8 million compared to the first half of the previous accounting year. The EBITDAmargin (compared to the operating income) amounts to 7.0% per 30 September 2012 compared to - 12.0% as per 30 June 2011.

The increase in EBITDA from continued operations is on the one hand resulting from an increase of the EBITDA within the deep-frozen vegetable division by €21.6 million and on the other hand resulting from the EBITDA-effect of the incorporation of Scana Noliko by €10.2 million.

Both the results of the first half of the current accounting year and of the previous year are impacted by a number of non-recurring elements. The non-recurring costs from continued operations had a negative effect on the EBITDA of €-1.2 million in the first half of the current accounting year compared to an effect of € -1.3 million during the first 6 months of the previous accounting year. The one-off elements fully relate to the deep-frozen vegetable activities and are commented separately in the semiannual report.

The REBITDA (cash flow before one-off elements) from continued operations amounts to €22.6 million for the first 6 months ending as per 30 September 2012, which represents an increase of €31.6 million compared to the first 6 months of previous accounting year. As a percentage of the operating revenues, the REBITDA amounted to 7.4% as per 30 September 2012.

The non-recurring result included in the operational result (EBIT) from continued operations as per 30 September 2012 amounts to €-1.4 million, compared to €-1.0 million as per 30 June 2011.

The REBIT (operating result before one-off elements) from continued operations increased from €-14.0 million per 30 June 2011 (first half-year of accounting year 2011-2012) to €14.0 million per 30 September 2012 (first half-year of accounting year 2012-2013). As a percentage of the operating revenues, the REBIT amounted to 4.6% as per 30 September 2012 compared to -16.2% as per 30 June 2011.

The net financial result from continued operations amounts to €-10.8 million for the first 6 months ending as per 30 September 2012 compared to €-2.7 million for the first 6 months of the previous accounting year (30 June 2011).

The net interest charges from continued operations of the first 6 months ending as per 30 September 2012 amount to €-7.0 million, which represent an increase of €5.0 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 from continued operations amounts to €-3.8 million as per 30 September 2012 for the first half of the accounting year compared to €-0.6 million per 30 June 2011 for the first half of previous accounting year. This is mainly the result of a decrease in fair value (market-to-market value) of financial instruments in an amount of €-2.7 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 € -2.5 million for the first half of current accounting year. 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.

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. In addition to the income taxes from continued operations on the results of the first half of the accounting year per 30 september 2012 of €-1.2 million, deferred tax assets from continued operations were recorded for an amount of €0.9 million. This had a total negative tax effect of €-0.3 million over the first half of the current accounting year. During the first half of previous accounting year this had a total positive tax effect of €7.5 million.

The consolidated result after taxes from continued activities amounts to €1.6 million per 30 September 2012 over the first half of the accounting year. The result after taxes from discontinued activities amounts to €8.8 million, which results in the total profit over the first half of the current accounting year amounting to €10.4 million. The Group's share in the net profit as per 30 September 2012 is €10.3 million. Earnings per share (share of the Group from continued operations) amount to €0.09 over the first half of the current accounting year compared to €-0.81 in the first 6 months of previous accounting year.

1.2.2. INCOME STATEMENT FROM DISCONTINUED OPERATIONS

The sales from discontinued operations (potato division) amounted to €131.8 million during the first 6 months ending per 30 September 2012.

The EBIT from discontinued operations amounted to €12.0 million during the first 6 months ending per 30 September 2012 and the EBITDA from discontinued operations amounted to €16.2 million over the same period.

The EBITDA (operating cash flow) from discontinued operations is negatively impacted by nonrecurring charges for € 0.2 million during the first half of the current accounting year.

The REBITDA from discontinued operations amounts to €16.4 million over the first 6 months ending per 30 September 2012 and the REBIT from discontinued operations amounted to €12.2 million over the same period.

The discontinued operations realized a positive net financial result of €1.1 million for the first 6 months ending per 30 September 2012 consisting of net interest charges of €-0.8 million and positive exchange differences of €1.9 million.

The result after taxes from discontinued operations amounted to €8.8 million for the first 6 months ending per 30 September 2012.

1.3. ANALYSIS OF CONSOLIDATED INCOME STATEMENT BY OPERATING SEGMENT

I. DEEP-FROZEN VEGETABLE SEGMENT (revenue +76.4% (in value))

The sales of the deep-frozen vegetable division amounted to €186.9 million for the first half of the accounting year ending per 30 September 2012 and represents 65.2% of total sales from continued operations. Sales increased by 76.4% or €81.0 million compared to the first 6 months of previous accounting year. 86.1% of this increase of sales is impacted by the integration of the CECAB Activity for an amount of €69.8 million. The total volumes sold within the deep-frozen vegetable division increased by 65.8% in the first half of accounting year 2012-2013 compared to the first half of previous accounting year. The volumes sold excluding the CECAB Activity increased by 10.8%.

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 incorporation of the CECAB Activity for €6.4 million. The remaining increase of the EBITDA from the deep-frozen vegetable division (€+15.2 million) is mainly due to the seasonality of operations, which is discussed in note '3.3. Seasonality of operations' of these half-year financial statements. In addition, the measures taken within the British subsidiaries in the past financial year 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 current accounting year consist 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 general high supply of vegetables.

Both the results of the first half of the current accounting year and of the previous year are impacted by some non-recurring elements. The non-recurring costs from the deep-frozen vegetable division had a negative effect on the EBITDA of €-1.2 million in the first half of the current accounting year compared to an effect of €-1.3 million during the first 6 months of the previous accounting year. The nonrecurring charges in the British subsidiaries and are mainly consisting of the remaining costs resulting from the closure of the sites in Bourne and Easton (€-0.5 million).The non-recurring charges in the Belgian subsidiaries amount to €-0.7 million and mainly relate to advisory costs related to the sales transaction of the potato division and the refinancing operation (€-0.6 million).

The recurring cash flow (REBITDA) of the deep-frozen vegetable division amounted to €12.4 million for the first half of the accounting year ending per 30 September 2012, which represents an increase of €21.5million compared to the first half of previous accounting year. The CECAB Activity delivered a positive contribution to the REBITDA of €6.4 million over the first half of the current accounting year. The remaining increase of the REBITDA from the deep-frozen vegetable division with €15.1 million can mainly be ascribed to the same reasons as discussed for the evolution of the EBITDA.

II. CANNING SEGMENT (revenue + 100% (in value))

The 6 months results of Scana Noliko are included within the canning segment. Scana Noliko was integrated in consolidation as from the acquisition per 19 July 2011 onwards, which means that no results of Scana Noliko are included in the comparative figures as per 30 June 2011.

The canning division takes €99.9 million of the consolidated revenue form continued operations of the first half of the current accounting year ending as per 30 September 2012 for its account, which represents 34.8% of the consolidated revenue from continued operations over the same period. No comparables of Scana Noliko are available for the first 6 months of the previous accounting year since this acquisition only took place in the second half of 2011.

The canning division contributes €10.2 million EBITDA to the consolidated EBITDA from continued operations over the first half of the accounting year ending per 30 September 2012.

There are no non-recurring elements included in the operating result of the canning division, which means that the REBITDA corresponds to the EBITDA (€10.2 million) over the first half of the accounting year.

III. POTATO SEGMENT (revenue + 6.9% (in value))

The sales from discontinued operations (potato segment) during the first half of the accounting year amounted to €131.8 million, which represents an increase of 6.9% or €8.5 million compared to the first half of previous accounting year.

The potato segment realized an EBIT from discontinued operations of €12.0 million during the first 6 monthd ending per 30 September 2012, which represents an increase of €14.2 million compared to the first half of previous accounting year.

The EBITDA from discontinued operations amounted to €16.2 million for the first half of the current accounting year ending as per 30 September 2012. 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 operating cash flow of the potato segment was negatively influenced with €0.2 million by some one-off charges within the first half of the accounting year. These non-recurring charges are consisting of redundancy fees included within the result of the potato segment. The first half of previous accounting year did not include non-recurring charges.

The REBITDA of discontinued operations of the potato segment amounted to €16.4 million for the first 6 months ending per 30 September 2012 compared to €3.1 million for the first half of previous accounting year or an increase of €13.3 million. The increase of the REBITDA within the potato segment can also mainly be ascribed to the same reasons as discusses for the evolution of the EBITDA.

1.4. ANALYSIS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND CONSOLIDATED STATEMENT OF CASH FLOWS

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 included as 'assets classified as held for sale' and "liabilities related to assets classified as held for sale' as per 30 September 2012. See also note '"3.20. Assets and liabilities related to assets classified as held for sale".

The decrease of the heading 'intangible fixed assets' as per 30 September 2012 by €3.8 million is primarily related on the one hand to the presentation of the valuation of the brand and the client relationships of the potato division as 'assets held for sale' (€2.8 million as per 31 March 2012) and on the other hand to the depreciation charges from continued operations during the financial year (€1.0 million). As per 30 September the intangible assets from continued operations mainly include the client relationships of the canning division, as well as software licences.

Compared to the situation as per end of March 2012, the goodwill of the potato division in an amount of €51.6 million as per 30 September 2012 was included as 'assets classified as held for sale'. Per 30 September 2012 the goodwill shown from continued operations in an amount of €10.2 million contains the goodwill from the acquisition of Salvesen (€1.3 million), the acquisition of the CECAB Activity (€2.9 million) and the acquisition of Scana Noliko Group (€6.0 million).

The tangible fixed assets decreased by €48.2 million from €185.7 million per 31 March 2012 to €137.5 million per 30 September 2012. On the one hand the tangible assets of the potato division have been presented as 'assets held for sale' (€51.4 million as per 31 March 2012). On the other hand the tangible fixed assets from continued operations increased by €3.2 million compared to the situation as per 31 March 2012 following the acquisitions in the accounting year (+€11.1 million), the depreciation charges and the write-offs in the various entities (€-8.6 million) and the remaining combined impact of the disposals and the foreign exchange rate fluctuations (+€0.7 million).

The financial fixed assets in an amount of €3.4 million as per 30 September 2012 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 from continued operations in a total amount of €7.4 million, which represents an increase of €6.9 million compared to the situation as per 31 March 2012. This increase includes on the one hand 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 (see also note '3.11. Income tax expenses'). On the other hand this increase can be explained by changed presentation of the deferred tax asset on the sale (end of 2009) of the client portfolio of PinguinLutosa NV to PinguinLutosa Foods NV (€6.2 million) following the different accounting treatment between local and IFRS rules related to intangible fixed assets. Following the adjusted presentation of the statement of financial position from continued and discontinued operations under IFRS 5 (following the sale of the potato division: see above), this deferred tax asset in an amount of €6.2 million was included in the assets from continued operations, whereas this deferred tax asset was previously fully compensated with deferred tax liabilities (following the different accounting treatment between local and IFRS rules relating to tangible fixed assets).

The current assets increased by €175.4 million from €399.0 million as per 31 March 2012 to €574.4 million as per 30 September 2012. This increase is mainly related to the inclusion of the assets of the potato division as 'assets classified as held for sale' in accordance with IFRS 5 in an amount of €234.4 million (see note '3.20. Assets and liabilities related to assets classified as held for sale').

Inventories decreased from €236.8 million per 31 March 2012 to €214.5 million per 30 September 2012. The decrease of inventories by €22.3 million can be explained on the one hand by the inclusion of the inventories of the potato division as 'assets classified as held for sale' (€36.6 million as per 31 March 2012) and was compensated on the other hand by the increase of the inventories from continued operations of the canning division (€2.2 million) and the deep-frozen vegetable division (€12.1 million). The increase of inventories in the deep-frozen vegetable segment is explained by the seasonality 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 (see note '1.3. Analysis of consolidated income statement by operating segment').

As per 30 September 2012, the outstanding trade receivables from continued operations amounted to €96.4 million, compared to €123.7 million as per 31 March 2012.

Cash and cash equivalents from continued operations decreased from €38.4 million to €19.9 million.

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

Globally, 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 on the one hand by the inclusion of the results from continued operations in an amount of €1.5 million and on the other hand by the inclusion of the results from discontinued operations in an amount of €8.8 million. Furthermore, mainly the strengthening of the British Pound had a positive impact on consolidated equity by translation differences 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) 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 24.0% of the statement of financial position total.

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

The net financial debts (from continued and discontinued operations) 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 cash position as per 30 September 2012. The subordinated loans amount to €39.0 million as per 30 September 2012. The renewed club deal financing amounted to €184.0 million as per 30 September 2012.

Following the plan to sell the potato division (see note '1.6. 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 113.9% instead of 149.1% in the case that these loans would be recorded as long term debts.

Long-term debts decreased from €87.1 million at 31 March 2012 to €71.1 million at 30 September 2012, which can be mainly explained by the decrease of the deferred tax liabilities. Deferred tax liabilities decreased from €40.2 million at 31 March 2012 to €23.6 million at 30 September 2012, mainly following the presentation of the deferred tax liabilities of the potato division as 'liabilities related to assets classified as held for sale' (€22.6 million as per 31 March 2012). On the other hand this decrease was mainly compensated by the changed presentation of the deferred tax asset on the sale (end of 2009) of the client portfolio of PinguinLutosa NV to PinguinLutosa Foods NV (€6.2 million).

The short-term debts increased by €84.0 million from €420.4 million at 31 March 2012 to €504.4 million at 30 September 2012. This is mainly related to the presentation of the liabilities of the potato division as 'liabilities related to assets classified as held for sale' in accordance with IFRS 5 in an amount of €102.5 million (see note '3.20. Assets and liabilities related to assets classified as held for sale'). At 30 September 2012 the derivatives valued at fair value amounted to €9.2 million compared to €6.6 million at 31 March 2012. At 30 September 2012 the trade payables amounted to €158.8 million compared to €196.8 million at 31 March 2012. This decrease is mainly explained by the presentation of the trade payables of the potato division as 'liabilities related to assets classified as held for sale' (€40.4 million as per 31 March 2012).

1.5. PRINCIPAL RISKS AND UNCERTAINTIES FOR THE REMAINING MONTHS OF THE FINANCIAL YEAR

The principal risks and uncertainties for the remaining months of the financial year ended 31 March 2013 remain the same as those described in the previous annual report at 31 March 2012.

1.6. IMPORTANT EVENTS AFTER BALANCE SHEET DATE

Between 30 September 2012 and the date on which these condensed interim consolidated financial statements were 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.

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.

2. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

2.1. CONDENSED CONSOLIDATED INCOME STATEMENT

2.1.1 CONDENSED CONSOLIDATED INCOME STATEMENT

Consolidated income statement	Note (*)	30/09/2012	30/06/2011
(in thousands of €)		(6 months)	(6 months) 3

CONTINUED OPERATIONS
Sales Increase/decrease (-) in inventories: finished goods and work in	3.6.	286,792	105,939
progress		14,056	-19,778
Other operating income	3.7.	6,405	594
Raw materials, consumables and goods for resale	3.8.	-165,795	-52,983
Services and other goods	3.8.	-73,981	-28,498
Personnel costs	3.8.	-41,681	-14,364
Depreciation and amortization	3.8.	-9,620	-4,784
Impairment losses on assets	3.8.
Impairments, write-offs	3.8.	1,017	-191
Provisions	3.8.	-115	323
Other operating charges	3.8.	-4,411	-1,295
Operating profit (EBIT)	3.9.	12,667	-15,037

Non-recurring income	3.9.
Non-recurring expenses	3.9.	-1,366	-1,010
Operating profit before non-recurrings (REBIT)		14,033	-14,027
Financial income	3.10.	1,369	1,210
Financial expenses	3.10.	-12,148	-3,896

Operating profit after net finance costs		1,888	-17,723
Taxes	3.11.	-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	3.12.	8,831	-2,641
PROFIT (LOSS) OF THE PERIOD		10,384	-12,872
Attributable to: - The shareholders of PinguinLutosa (the 'Group') - Non-controlling interests		10,307 77	-12,052 -820

(*) The attached notes form an integral part of this 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

³ Amended presentation of the write-off on stocks as a result of the NRV test: we refer to note "2.3. Valuation rules" of the annual report as per 31 March 2012.

2.1.1 EARNINGS PER SHARE

Earnings per share is calculated by dividing the Group's share in the net result by the weighted average number of shares outstanding during the year (total number of shares – own shares).

Earnings per share	30/09/2012	30/09/2012
(in € per share)	(6 months)	(6 months)
	Basic	Diluted
Weighted average number of ordinary shares (in numbers) Dilution effect of warrants (in numbers)	16,459,520	16,459,520 2,400,000
Weighted average number of ordinary shares
(in numbers)	16,459,520	18,859,520
Net profit (loss) attributable to ordinary shareholders (in thousands of €)	10,307	10,306
- Net profit (loss) from continued operations - Net profit (loss) from discontinued operations	1,477 8,830	1,476 8,830
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
Weighted average number of ordinary shares (in numbers) Dilution effect of warrants (in numbers)	11,570,631	11,570,631
Weighted average number of ordinary shares (in numbers)	11,570,631	11,570,631
Net profit (loss) attributable to ordinary shareholders (in thousands of €)	-12,052	-12,052
- Net profit (loss) from continued operations - Net profit (loss) from discontinued operations	-9,410 -2,642	-9,410 -2,642
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

In the absence of warrants or option plans as per 30 June 2011, there is no dilution effect in calculating earnings per share. When calculating the profit (loss) per share as at 30 September 2012, account was taken of 2,400,000 warrants that were allocated on 2 December 2011 to Gimv-XL (conversion ratio of 1 share per allocated warrant).

2.2. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Consolidated statement of comprehensive income	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	(6 months)

Profit (loss) of the period	10,384	-12,872

Other comprehensive income of the period

Foreign currency translation differences for foreign operations	669	-833
Other
Income tax relating to components of other comprehensive income

Other comprehensive income (net of tax)	669	-833

Total comprehensive income of the period	11,053	-13,705

Attributable to:
- The shareholders of PinguinLutosa (the Group)	10,976	-12,885
- Non-controlling interests	77	-820

2.3. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS	Note	30/09/2012	31/03/2012
(in thousands of €)	(*)

NON-CURRENT ASSETS		183,025	279,867

Intangible fixed assets	3.14.	23,968	27,813

Goodwill	3.13.	10,226	61,790

Tangible fixed assets	3.14.	137,473	185,734
- Land and buildings		27,633	29,863
- Plant, machinery and equipment		106,654	150,031
- Furniture and vehicles		1,559	3,359
- Other		1,627	2,481

Financial fixed assets		3,355	3,350
- Other non-current financial assets		3,355	3,350

Deferred tax assets	3.15.	7,407	475

Long-term receivables (> 1 year)		596	705
- Other receivables		596	705

CURRENT ASSETS		574,367	398,978

Assets held for sale
Inventories	3.16.	214,525	236,836
- Raw materials and consumables		21,308	27,433
- Work in progress and finished goods		193,216	209,403
Amounts receivable		96,390	123,708
- Trade receivables		63,220	98,796
- Other receivables		33,170	24,912
Other financial assets		114	78
- Derivatives	3.18.	114	78
Cash and cash equivalents		19,925	38,356

Assets classified as held for sale	3.20.	243,413

TOTAL ASSETS		757,392	678,845

(*) The attached notes form an integral part of this statement of financial position.

3.3. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

EQUITY AND LIABILITIES	Note	30/09/2012	31/03/2012
(in thousands of €)	(*)

EQUITY		181,965	171,400

Share capital	2.4./3.17.	154,344	154,810
- Issued capital		154,344	154,810
Share premium and other capital instruments	2.4.	14,309	14,309
Consolidated reserves	2.4.	13,797	3,512
Cumulative translation adjustments	2.4.	-2,380	-3,049
Non-controlling interests	2.4.	1,895	1,818
NON-CURRENT OBLIGATIONS		71,078	87,074

Provisions for pensions and similar rights		1,187	1,046
Other provisions		1,840	1,694
Financial debts at credit institutions	3.19.	2,318	2,485
- Finance leases	3.19.		22
- Bank loans	3.19.	149	195
- Other financial debts	3.19.	2,170	2,268
Interest-bearing liabilities	3.19.	39,000	38,519
- Convertible bond loans	3.19.	39,000	38,519
Other amounts payable		3,128	3,128
Deferred tax liabilities		23,605	40,202
CURRENT LIABILITIES		504,349	420,371

Financial debts at credit institutions	3.19.	192,785	193,115
- Finance leases	3.19.	53	364
- Bank loans: debts > 1 year payable within current year	3.19.	131,586	133,772
- Bank loans	3.19.	51,789	50,447
- Derivatives	3.18.	9,162	6,592
- Other financial debts	3.19.	195	1,940
Trade payables		158,753	196,819
Advances received on contracts			1
Tax payable		3,909	7,086
Remuneration and social security		13,698	18,975
Other amounts payable		32,706	4,375
Liabilities related to assets held for sale	3.20.	102,498
TOTAL EQUITY AND LIABILITIES		757,392	678,845

(*) The attached notes form an integral part of this statement of financial position.

2.4. CONDENSEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The table belowsummarizes the changes in equity for the six month period ended 30 September 2012 and 30 June 2011:

Co l i da te d ta te t o f ns o s me n ha in i ty c ng es eq u ( in t ho ds f € ) us an o			No n tro l l ing co n in ter ts es	To ta l i ty eq u
	Ca i ta l p	S ha re p ium rem	Tr ry s ea su ha res	Tr ion d la t an s i f fer en ce s	O t he r res erv es	Re d ea ta ine ing rn s	To ta l s ha re o f t he Gr ou p
Ba lan 3 1 Ma h 2 0 1 2 t ce a s a rc	1 4, 8 1 0 5	1 4, 3 0 9	0	-3, 0 4 9	0 1 2 7,	-3, 0 0 5	1 6 9, 8 2 5	1, 8 1 8	1 1, 4 0 0 7

Pr f i ( los ) f he io d t t o s o p er						1 0, 3 0 7	1 0, 3 0 7	7 7	1 0, 3 8 4
O t he he ive inc c r om p re ns om e				6 6 9			6 6 9		6 6 9
To l he ive inc ta c om p re ns om e	0	0	0	6 6 9	0	1 0, 3 0 7	1 0, 9 7 6	7 7	1 1, 0 5 3
D iv i de d ts n p ay me n 4 Ca i ta l inc p rea se Ca i l de fro ta p cre as e m inc ing t orp ora res erv es	-4 6 6						-4 6 6		-4 6 6
C ha in l i da ion t ng es co ns o sc op e O t he rs						-2 2	-2 2		-2 2
Se Ba lan t 3 0 te be 2 0 1 2 ce a s a p m r	1 5 4, 3 4 4	1 4, 3 0 9	0	-2, 3 8 0	7, 0 1 2	6, 7 8 5	1 8 0, 0 7 0	1, 8 9 5	1 8 1, 9 6 5

4 Seenote '1.4. Analysis of consolidated statement of financial position and consolidated statement of cash flow'.

3.4. CONDENSEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Co l i da te d ta te t o f ns o s me n ha in i ty c ng es eq u ( in t ho ds f € ) us an o		No n tro l l ing co n in ter ts es	To ta l i ty eq u
	Ca i l ta p	S ha re p ium rem	Tr ry s ea su ha res	Tr ion d la t an s i f fer en ce s	O he t r res erv es	Re d ea ine ta ing rn s	To l s ha ta re o f he Gr t ou p
Ba lan t 1 Ja 2 0 1 1 ce a s a nu ary	1 1 1, 0 1 3	1 1, 3 7 6	0	-3, 3 9 4	7, 4 6 0	1 0, 2 9 9	1 3 6, 7 5 4	1, 9 6 0	1 3 8, 7 1 4
Pr f i t ( los ) f t he io d o s o p er O he he ive inc t c r om p re ns om e				-8 3 3		-1 2, 0 5 2	-1 2, 0 5 2 -8 3 3	-8 2 0 0	-1 2, 8 7 2 -8 3 3
To ta l he ive inc c om p re ns om e	0	0	0	-8 3 3	0	-1 2, 0 5 2	-1 2, 8 8 5	-8 2 0	-1 3, 7 0 5
D iv i de d ts n p ay me n Ca i l inc ta p rea se Ca i l de fro ta p cre as e m inc ing t orp ora res erv es C ha in l i da ion t ng es co ns o sc op e O t he rs						-7	-7		-7
Ba lan t 3 0 Ju 2 0 1 1 ce a s a ne	1 1 1, 0 1 3	1 1, 3 7 6	0	-4, 2 2 7	7, 4 6 0	-1, 7 6 0	1 2 3, 8 6 2	1, 1 4 0	1 2 5, 0 0 2

2.5. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS⁵

Consolidated statement of cash flows	Note	30/09/2012	30/06/2011
(in thousands of €)		(6 months)	(6 months)

CASH AND CASH EQUIVALENTS, OPENING BALANCE	2.3.	15,581	23,206

CASH FLOW FROM OPERATING ACTIVITIES (A)		26,235	-11,901

Operating profit (EBIT)	2.1.	12,667	-15,037
Income taxes	2.1.	-1,237	290
Adjustments for non-cash items		8,717	4,652
Depreciation of tangible fixed assets	3.8.	8,590	4,597
Amortization of intangible fixed assets	3.8.	1,030	187
Increase/decrease (-) in amounts written off
Write-off on stock/trade receivables		-1,017	191
Increase/decrease (-) in provisions	3.8.	115	-323
Gain (-)/ loss on disposal of fixed assets

Increase/decrease (-) in working capital		6,089	-1,806
Increase (-)/decrease in inventories		-13,183	21,502
Increase (-)/decrease in trade and other receivables		5,664	3,914
Increase/decrease (-) in trade and other payables		13,787	-27,111
Effect of exchange rate on working capital		-179	-111

CASH FLOW FROM INVESTING ACTIVITIES (B)		-10,753	-6,890

Acquisitions (-)		-11,017	-7,038
Acquisition of intangible fixed assets		-10	-90
Acquisition of tangible fixed assets		-11,007	-6,948
Disposals		264	148
Disposal of tangible fixed assets		264	148

CASH FLOW FROM FINANCING ACTIVITIES (C)		-10,907	-9,890

Increase long- and short-term funding		5,644	36
Decrease (-) long- and short-term funding		-8,806	-7,440
Net interests paid		-7,009	-2,037
Other financial charges		-735	-449

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C)		4,575	-28,681

Effect of exchange rate fluctuations		-231	-550

CASH AND CASH EQUIVALENTS, CLOSING BALANCE	2.3.	19,925	-6,024

⁵ Cash flow from continued operations.

3. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

3.1. PRESENTATION

PinguinLutosa NV (the "Company") is domiciled in Belgium in Westrozebeke and is listed on the continuous market of Euronext Brussels under the code 'PIN'.

The Group PinguinLutosa (www.pinguinlutosa.com) is active predominantly in three segments, deepfrozen 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.

PinguinLutosa has seventeen production facilities per 30 September 2012: Westrozebeke, Langemark, Leuze-en-Hainaut, St-Eloois-Vijve, Rijkevorsel and Bree (Belgium), Moréac, Comines and Ychoux (France), King's Lynn and Boston (UK), Baja (Hungary), Manschnow (Germany) and Dabrowa, Elk, Lipno and Adamow (Poland). In addition, the Company has sales offices in five continents.

PinguinLutosa's business is focused primarily on companies in the Food Industry, Food Service and Retail sectors. PinguinLutosa offers its customers a total "Vegetable Solution" concept, in line with a growing market trend towards "component cooking". The Group maintains its own R&D centre, focusing on product and process innovation.

3.2. STATEMENT OF COMPLIANCE

The condensed consolidated interim financial statements for the six months ended 30 September 2012 contain the financial statements of the Company, its subsidiaries (the "Group"), and the Group's interests in associated companies and jointly controlled entities.

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union. They do not contain all the information needed for full annual financial statements and should therefore be read in conjunction with the consolidated financial statements for the reporting period ended 31 March 2012, published in the 2011-2012 Annual Report to shareholders.

These condensed consolidated interim financial statements were authorised for issue by the Board of Directors on the 14th of November 2012.

3.3. SEASONALITY OF OPERATIONS

Given the seasonality of the activities in the deep-frozen vegetable division it should be noted that the production season of the deep-frozen vegetable division is ongoing as from April until September, whereas the deep-frozen vegetable division uses the months of January until March to perform major overhaul and investment programs. As a consequence the contribution to the results of the Group of these months with a limited production activity is less. The seasonality has also 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.

3.4. CHANGES IN ACCOUNTING POLICIES AND PRESENTATION RULES

The accounting policies adopted in the preparation of the condensed interim financial statements are consistent with those applied in the preparation of the consolidated financial statements for the financial year 2011-2012 ending as per 31 March 2012, except for the adoption of new Standards and Interpretations as of 1 April 2012 onwards, noted below:

Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (applicable for annual periods beginning on or after 1 July 2011);
Amendments to IFRS 7 Financial Instruments: Disclosures Derecognition (applicable for annual periods beginning on or after 1 July 2011);
Amendments to IAS 12 Income Taxes Deferred Tax: Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2012).

Compared to the consolidated annual report per 31 March 2012, the Group did not yet apply in the interim financial statements the following new Standards and Interpretations per 30 September 2012, which have been issued at the date of approval of this interim annual report, but had not yet come into effect at the date of the approval of the interim financial statements:

Improvements to IFRS (2009-2011) (normally applicable for annual periods beginning on or after 1 January 2013);
Amendments to IFRS 7 Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2013);
Amendments to IFRS 10, IFRS 11 and IFRS 12 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (applicable for annual periods beginning on or after 1 January 2013);
Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014).

No other presentation changes, apart from those mentioned above and in note '2.1. Condensed consolidated income statement', have been made compared to the previously published figures.

USE OF ESTIMATES

There are no changes in the use of estimates compared to prior reporting period.

3.5. FOREIGN CURRENCIES

EXCHANGE RATES

		Closing rate		Average rate
	30 September 2012	30 June 2011	Evolution in %	30 September 2012	30 June 2011	Evolution in %
1 GBP =	1.25680 €	1.11310 €	13%	1.24740 €	1.15240 €	8%
1 USD =	0.77760 €	0.69490 €	12%	0.78910 €	0.71340 €	11%
1 PLN =	0.24280 €	n/a	n/a	0.23820 €	n/a	n/a
1 HUF =	0.00350 €	n/a	n/a	0.00350 €	n/a	n/a
1 BRL =	0.38320 €	0.44300 €	-13%	0.39570 €	0.43640 €	-9%
1 JPY =	0.01000 €	0.00860 €	16%	0.00990 €	0.00870 €	14%
1 CNY =	0.12280 €	0.10750 €	14%	0.12460 €	0.10890 €	14%

The following exchange rates have been used in preparing the half-year financial statements.

3.6. SEGMENT INFORMATION

The information that is reported for PinguinLutosa to the Group's 'chief operating decision makers' with a view to assessing the results and allocating resources, is based on three operating segments, which are further broken down by geographic location. This segmentation basis is employed to allocate resources to the different segments and enables the performance of those segments to be assessed. The management team judges the results of the segments based on the net result after taxes. The assets and liabilities per segment are those belonging directly to it, including the elements that can reasonably be attributed to the segment (tax assets and tax liabilities are included in segment assets and segment obligations).

For internal 'management reporting' the Group is therefore divided into three segments based on products belonging either to the deep-frozen vegetable segment, to the potato segment or to the canning segment where the geographic location is an additional segmentation basis per operating segment.

The results from continued operations include the results of the deep-frozen vegetable segment and the canning segment. In accordance with IFRS 5, the results of the potato segment were included in the result from discontinued operations following the plan to dispose of these activities (see note '3.12. Discontinued operations'). The Group's various companies are included in the following segments:

• Deep-frozen vegetable segment: includes the companies PinguinLutosa NV, Pinguin Langemark NV, Pinguin Aquitaine S.A.S., Pinguin Foods UK Ltd, Pinguin Salads BVBA, CGS S.A.S., Pinguin Comines S.A.S., PinguinLutosa Polska Sp. Z.o.o., PinguinLutosa Hungary Kft and the sales offices MAC Sarl, PinguinLutosa Deutschland GmbH, PinguinLutosa CEE Gmbh, CGB S.A.S. and D'aucy do Brazil Ltda.

• Canning segment: includes the companies Scana Noliko Holding NV, Scana Noliko NV, Scana Noliko Ltd and BND CVBA.

The distribution of the turnover was allocated to the different countries based on the place where the sales occur, which means on the level of the legal entity that performs the sales. The column 'others' comprises the sales offices of the deep-frozen vegetable division.

The same valuation rules are used in this segment reporting as in the consolidated financial statements.

The result of a segment contains the income and costs generated directly by that segment, including the portion of the general income and costs that can reasonably be attributed to the segment. For a further explanation of the one-off income and one-off charges we refer to note '3.9. Non-recurring items'. The negative net result in Belgium in the deep-frozen vegetable segment can be mainly explained by the fact that the financing costs are booked on the level of the parent company.

The assets and liabilities of a segment are those belonging directly to it. With primary segment reporting structured according to the nature of the assets, it was easy to attribute the balance sheet items to the respective segments. Assets and liabilities per segment are presented before elimination of intersegment positions. Intersegment transfer pricing is based on market conditions.

The tables below provide a summary of the performance of each business segment, for the six month periods ended 30 September 2012 and 30 June 2011.

Additional disclosures about each of these segments (continued and discontinued operations) are shown in note '1.3. Analysis of consolidated income statement by operating segment'.

The column 'others' of the deep-frozen vegetable division comprises the production companies in the United Kingdom, France, Poland and Hungary and the sales offices of this division.

Segmented information of continued operations per operating segment is given in the table below:

30/09/2012	Deep-frozen vegetable segment			Canning segment
(6 months) (In thousands of €)	(subconsolidated) Belgium	Others	Eliminations	Subconsolidation	(subconsolidated) Belgium	Subconsolidation	Eliminations	p onsolidated o (continued erations) C
RESULTS
Sales	89,929	155,989	-57,735	188,182	100,914	100,914	-2,304	286,792
- sales to external customers	61,237	125,680		186,918	99,875	99,875		286,792
- intersegment sales	28,692	30,308	-57,735	1,265	1,039	1,039	-2,304	0
Total operating income	102,491	160,156	-59,670	202,978	106,838	106,839	-2,564	307,253
Operating result (EBIT)	3,035	3,858		6,893	5,774	5,774		12,667
Depreciation and impairment losses on assets Write-offs recognized in com	3,502	1,576		5,078	4,542	4,542		9,620
prehensive income	417	-1,313		-896	-121	-121		-1,017
Provisions Operating cash flow (EBIT	68	53		121	-6	-6		115
DA)	7,022	4,174		11,196	10,188	10,188		21,384
Financial income	1,484	474	-917	1,040	344	344	-15	1,369
- Interest charges	993	18	-915	96	47	47	15	128
Financial expenses	-8,808	-2,662	917	-10,553	-1,610	-1,610	15	-12,148
- Interest income	-5,320	-1,905	915	-6,310	-842	-842	15	-7,137
Result before taxes	-4,290	1,670		-2,620	4,508	4,508		1,888
Income taxes	1,211	-172		1,039	-1,374	-1,374		-335
Net result	-3,079	1,498		-1,581	3,134	3,134		1,553
Non-recurring income				0		0		0
Non-recurring expenses	-661	-705		-1,366		0		-1,366
Operating result before non recurrings (REBIT)	3,696	4,563		8,259	5,774	5,774		14,033
ASSETS AND LIABILITIES
Segment assets	596,237	204,612	-121,436	679,413	199,796	199,796	-365,230	513,979
Segment obligations	321,396	182,402	-92,373	411,425	83,880	83,880	-22,376	472,929
Segment non-current assets (*)	448,231	34,598	-29,063	453,766	72,113	72,113	-342,854	183,025

(*) The table above shows the geographical spread of fixed assets in accordance with IFRS 8.33 by means of exceeding a materiality of 10%.

Segmented information from continued operations per operating segment is given in the table below:

			Deep-frozen vegetable segment
30/06/2011 (6 months) (In thousands of €)	(subconso Belgium lidated)	Other	Eliminations	onsolidated perations) (continued C o
RESULTS
Sales	58,477	59,840	-12,478	105,839
- sales to external customers	52,977	52,801		105,778
- intersegment sales	5,500	7,039	-12,478	61
Total operating income	57,976	42,220	-13,317	86,879
Operating result (EBIT)	-5,259	-9,777		-15,036
Depreciation	3,306	1,480		4,785
Write-downs recognized in comprehensive in
come	46	144		190
Provisions	-3	-320		-323
Operating cash flow (EBITDA)	-1,910	-8,474		-10,384
Financial income	1,427	48	-266	1,209
Financial expenses	-3,349	-813	266	-3,896
Result before taxes	-7,181	-10,542		-17,723
Income taxes	5,025	2,467		7,492
Net result	-2,156	-8,075		-10,231
Non-recurring income				0
Non-recurring expenses	-595	-415		-1,010
Operating result before non-recurrings
(REBIT)	-4,664	-9,362	0	-14,026
ASSETS AND LIABILITIES
Segment assets	194,648	83,715	-63,547	214,816
Segment obligations	128,676	66,962	-35,988	159,650
Segment non-current assets (*)	130,159	28,187	-27,561	130,785

(*) The table above shows the geographical spread of fixed assets in accordance with IFRS 8.33 by means of exceeding a materiality of 10%.

3.7. OTHER OPERATING INCOME

The heading 'Other operating income' from continued operations increased by €5.8 million to €6.4 million in the first 6 months of the current year ending as per 30 September 2012, versus €0.6 million for the first 6 months of the accounting period 2011-2012. This increase can be explained primarily by the inclusion to the other operating income of Scana Noliko in an amount of €3.7 million and the CE-CAB Activity in an amount of €0.9 million.

Other operating income	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	(6 months)

Operating subsidies	195
Rentals		9
Costs passed on to growers (canning division)	2,405
Costs passed on in the context of storage	124
Sale of waste	407	106
Insurance compensation received	59	12
Realised capital gain	102
Costs passed on in the context of the delivery of green en
ergy	169
Recharge of services	1,081	131
Recharge of costs from deep-frozen vegetable division to
CECAB	443
Other	1,420	336

Total	6,405	594

3.8. OPERATING CHARGES

Operating charges from continued operations increased by €192.8 million over the first 6 months ending as per 30 September 2012 compared to the first 6 months of the previous accounting period (30 June 2011).

Operating charges	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	(6 months)

Raw materials, consumables and goods for resale	-165,795	- 52,983
Purchase of fresh vegetables, fruits and potatoes and ingredients	-57,282	- 14,390
Purchase of frozen vegetables of external parties	-53,730	- 22,651
Purchase of packing materials	-35,534	-7,612
Storage and work by third parties	-12,737	- 4,769
Other	-6,512	-3,560

Services and other goods	-74,592	-28,498
Transport	-15,926	- 6,903
Energy	-16,057	- 5,687
Maintenance + IT	-10,637	- 4,554
Rent (forklifts, hardware, buildings, …)	-9,682	-2,877
Interim wages	-9,027	-3,837
Other	-13,263	-4,640

Personnel costs	-41,731	-14,364

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

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Depreciation and (reversal of (-)) impairment losses on assets Depreciation Impairment losses on assets	-9,620 -9,620	-4,784 -4,784
Write-downs and provisions	902	132
Write-down of inventories	1,068	-177
Write-down of trade debtors	-51	-14
Provisions	-115	323
Other operating charges	-3,750	-1,295
Total	-294,586	-101,792

The heading 'Raw materials, consumables and goods for resale' from continued operations increased by €112.8 million to €165.8 million over the first 6 months ending as per 30 September 2012 versus €53.0 million as per 30 June 2011. This increase is mainly due to the inclusion of the activities of Scana Noliko (€+60.9 million) and the inclusion of the CECAB Activity (€+36.4 million). The remaining increase of the comparable deep-frozen vegetable activities compared to previous accounting period (€+15.5 million) can be mainly explained by the seasonality of operations as discussed in note "3.3 Seasonality of operations" of these half-year financial statements.

The heading 'Services and other goods' from continued operations increased by €46.1 million to €74.6 million over the first 6 months ending as per 30 September 2012 versus €28.5 million as per 30 June 2011. This increase is mainly due to the inclusion of the activities of Scana Noliko (€+18.7 million) and the inclusion of the CECAB Activity (€+23.4 million). The remaining increase of the heading 'services and other goods' of the comparable deep-frozen vegetable activities compared to the previous accounting period (€+4.0 million) can be mainly explained by the increase of the maintenance costs (€+1.0 million), the energy costs (€+1.3 million) and the transport costs (€+0.7 million).

The heading 'Personnel costs' from continued operations increased by €27.4 million to €41.7 million over the first 6 months ending as per 30 September 2012 versus €14.4 million as per 30 June 2011. This increase is mainly due to the inclusion of the activities of Scana Noliko (€+15.2 million) and the inclusion of the CECAB Activity (€+11.3 million). The comparable deep-frozen vegetable activities represent €15.2 million of the personnel costs from continued operations, an increase by €0.9 million compared to the first 6 months of the previous accounting period.

The heading 'Depreciation charges' from continued operations increased by €4.8 million over the first 6 months ending as per 30 September 2012 versus the first 6 months ending as per 30 June 2011. This increase is mainly due to the inclusion of the activities of Scana Noliko (€+4.5 million). The heading 'Impairments and write-offs' moved from a cost of €0.2 million in the first 6 months of the previous accounting period compared to a profit of €1.1 million for the first 6 months of the current accounting period. The heading 'Provisions' moved from a profitl of €0.3 million in the first 6 months of the previous accounting period compared to a cost of €0.1 million for the first 6 months of the current accounting period.

The heading 'Other operating charges' from continued operations increased by €2.5 million over the first 6 months ending as per 30 September 2012 versus the first 6 months ending as per 30 June 2011. This increase is mainly due to the inclusion of the CECAB Activity in an amount of €1.7 million, of which €0.7 million consists of tax charges other than income taxes and recharges from CECAB in an amount of €0.8 million. The inclusion of the activities of Scana Noliko resulted in operating charges in an amount of €0.4 million. The remaining increase of the heading 'other operating charges' from continued operations by €0.4 million can be mainly explained by the non-recurring charges included in the British subsidiary.

3.9. NON-RECURRING ITEMS

The non-recurring costs from continued operations included within the operating result per 30 September 2012 amount to €-1.4 million. These non-recurring costs are mainly 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 non-recurring 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 operating results for the first 6 months ending per 30 September do not include non-recurring income from continued operations.

The non-recurring costs from discontinued operations included in the operating result at 30 June 2011 in an amount of €-1.0 million relate on the one hand to the British subsidiary (€-0.4 million) and on the other hand to PinguinLutosa NV (€-0.6 million). The one-off expenses in the United Kingdom mainly relate on the one hand to additional costs (€-0.1 million) for clearing and repair work when the rented site in Easton was vacated and on the other hand a provision (€-0.2 million) was recorded for a claim relating to a tax issue. The one-off expenses in PinguinLutosa NV mainly relate to acquisition costs for Scana Noliko and the CECAB Activity (€-0.6 million).

There is no non-recurring income from discontinued operations included in the operating result at 30 June 2011.

3.10. FINANCIAL INCOME AND EXPENSES

The net financial result from continued operations amounts to €-10.8 million for the 6 months ending as per 30 September 2012 compared to €-2.7 million for the first 6 months of the previous accounting year (30 June 2011).

The net interest charges from continued operations of the first 6 months ending as per 30 September 2012 amount to €-7.0 million, which represents an increase of €5.0 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 from continued operations amounts to €-3.8 million as per 30 September 2012 for the first half of the accounting year compared to €-0.6 million per 30 June 2011 for the first half of previous accounting year. This is mainly the result of a decrease in fair value (market-to-market value) of financial instruments in an amount of €-2.7 million: as per 30 June 2011 a positive impact of € 0.2 million for the first half of the previous accounting year compared to a negative impact of € -2.5 million for the first half of the current accounting year. 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.

3.11. INCOME TAX EXPENSES

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. In addition to the income taxes from continued operations on the results of the first half of the accounting year of €-1.2 million, positive deferred taxes from continued operations were recorded for an amount of €0.9 million. These positive deferred taxes include amongst others 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 (see also note '3.15. Deferred tax assets'). This had a total negative tax effect of €-0.3 million over the first half of the current accounting year. During the first half of previous accounting year this had a total positive tax effect of €7.5 million.

The decrease in the effective tax rate (income tax and deferred tax) from continued operations in the first semester of the accounting year 2012-2013 (-17.7%) compared to the first semester of 2011-2012 (-42.2%) is mainly explained by on the one hand the fact that in the current accounting period for the CECAB Activity deferred tax assets were used that were not yet recognized in the past and on the other hand by deferred tax resulting from the different treatment between local and IFRS accounting rules relating to stocks, tangible fixed assets, non-realized exchange gains and financial derivatives. In addition, as per 30 June 2011 the deferred tax liabilities were compensated by the fact that for a number of subsidiaries in the Belgian deep-frozen vegetable division and the subsidiary in the United Kingdom deferred tax assets were set up for a total amount of €7.9 million.

3.12. DISCONTINUED OPERATIONS

Plan to sell the potato division

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.

Details of the assets and liabilities related to assets held for sale are shown in note "3.20. Assets and liabilities related to assets classified as held for sale".

Analysis of the result of the period from discontinued operations (potato division)

The results from the discontinued operations that are included in the consolidated income statement are presented below. The discontinued operations are, in accordance with IFRS 5, classified and accounted for as a disposal group related to discontinued operations as per 30 September 2012. The comparative profit and loss account and cash flow statement from discontinued operations have been re-presented as 'discontinued operations'.

Profit (loss) from discontinued operations	30/09/2012	30/06/2011
(in thousands of €)	(6 months)	(6 months) 6
Sales Increase/decrease (-) in inventories: finished goods and	131,786	123,286
work in 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

⁶ Amended presentation of the write-off on stocks as a result of the NRV test: we refer to note "2.3. Valuation rules" of the annual report as per 31 March 2012.

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

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Attributable income tax expense	,	-4,297	2,625
Profit / (loss) of the period from discontinued opera tions	2.1.	8,831	-2,641
Attributable to:
- The shareholders of PinguinLutosa (the 'Group')		8,830	-2,642
- Non-controlling interests		1	1

Cash flow from discontinued operations	Note	30/09/2012	30/06/2011
(in thousands of €)		(6 months)	(6 months)

Net cash flow from operating activities (A)		27,905	-8,400
Net cash flow from investing activities (B)		-3,811	-1,512
Net cash flow from financing activities (C)		-864	-1,147

NET CASH FLOW (A+B+C)		23,230	-11,059

3.13. GOODWILL

The goodwill of the potato division in an amount of €51.6 million as per 30 September 2012 was reclassified as 'assets classified as held for sale', in accordance with the planned sale of this cash generating unit. We refer as well to note '4.21. Assets held for sale and liabilities related to these assets held for sale'.

Goodwill is tested for impairment annually (as at 31 March) or when circumstances indicate the carrying value may be impaired. The Group's impairment test for goodwill is based on value in use calculations that use a discounted cash flow model. The key assumptions used to determine the recoverable amount for the deep-frozen vegetable division and those related to the canned division are discussed below.

The goodwill related to the deep-frozen vegetable segment is on the one hand related to the acquisition of the CECAB Activity in 2011 (€ 2.9 million) and on the other hand the acquisition of the segment 'Christian Salvesen Foods' in 2007 (€1.3 million). As per 30 September 2012 there are no circumstances that indicate that the carrying value of the goodwill of the deep-frozen vegetable division may be impaired. Hence the impairment analysis as mentioned in the annual report ending as per 31 March 2012 is still valid.

The goodwill related to the acquisition of the canning division in 2011 amounts to €6.0 million and is fully attributed to the canning segment. As per 30 September 2012 there are no circumstances that indicate that the carrying value of the goodwill of the canning division may be impaired. Hence the impairment analysis as mentioned in the annual report ending as per 31 March 2012 is still valid.

3.14. INVESTMENT EXPENSES

In the half year ending as per 30 September 2012, the Group acquired intangible and tangible fixed assets for a total amount of €11.1 million.

The investments in tangible fixed assets from continued operations include investments in the headings "land and buildings" (€0.3 million), "plant, machinery and equipment" (€9.9 million), "furniture and vehicles" (€0.2 million) and "other tangible fixed assets" (€0.7 million).

The investments in the heading "plant, machinery and equipment" relate on the one hand to the deepfrozen vegetable division (€6.9 million) and on the other hand to the canning division (€3.0 million). Within the deep-frozen vegetable division in Belgium, the investments (€3.9 million) in this heading relate to the finalisation of the investment project with regard to the spinach and bean line (€2.2 million),

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

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sorting machines (€0.5 million) and several replacement investments on the site in Westrozebeke, whereas in Pinguin Foods UK Ltd. the investments (€2.2 million) mainly relate to several optimization investments and sorting machines on the site in King's Lynn. The remaining investments in the deepfrozen vegetable division amount to €0.4 million in Hungary, €0.2 million in Poland and €0.2 million in France. The investments in the canning division mainly comprise replacement and optimization investments in several production lines on the site in Bree (€2.6 million) and a pastorizer on the site in Rijkevorsel (€0.4 million).

In the first half of accounting year 2011-2012, the investments in intangible and tangible fixed assets amounted to € 9.0 million, of which € 0.5 million intangible fixed assets and € 8.5 million tangible fixed assets.

3.15. DEFERRED TAX ASSETS

This increase includes on the one hand 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 (see also note '3.11. Income tax expenses'). On the other hand this increase can be explained by changed presentation of the deferred tax asset on the sale (end of 2009) of the client portfolio of PinguinLutosa NV to PinguinLutosa Foods NV (€6.2 million) following the different accounting treatment between local and IFRS rules related to fixed assets. Following the adjusted presentation of the statement of financial position from continued and discontinued operations under IFRS 5 (following the sale of the potato division: see above), this deferred tax asset in an amount of €6.2 million was included in the assets from continued operations, whereas this deferred tax asset was previously fully compensated with deferred tax liabilities (following the different accounting treatment between local and IFRS rules relating to tangible fixed assets).

3.16. INVENTORIES

During the first 6 months of accounting year 2012-2013, inventories have decreased from €236.8 million at 31 March 2012 to €214.5 million at 30 September 2012. This decrease in inventories by €22.3 million can be explained on the one hand by the presentation of the inventories of the potato division as 'assets classified as held for sale' (€36.6 million as per 31 March 2012) and on the other hand this decrease was compensated by the increase of inventories of continued operations in the canning division (€2.2 million) and the deep-frozen vegetable division (€12.1 million). The increase of inventories in the deep-frozen vegetable division can be explained by the seasonality of operations of the vegetable segment: vegetables are mainly processed in the second half of the calendar year compared to the first half (see note '1.3. Analysis of consolidated income statement by operating segment).

3.17. NUMBER OF SHARES

The number of outstanding shares remained stable compared to the situation as per end of March 31, 2012.

On 31 March 2012 and 30 September 2012 the Group did not own treasury shares.

3.18. FINANCIAL INSTRUMENTS AND RISK DESCRIPTION

Changes in the markets that lead to market risks include changes in interest rates, prices of raw materials and changes in exchange rates of foreign currencies. At 30 September 2012 there were no

material changes in market risks as described in note '6.20. Risk management policy' in the 2011- 2012 Annual Report.

The Group uses financial instruments in order to reduce the risk attached to interest rates fluctuations (see as well note '6.20. Risk management policy' in the annual report for the period ended 31 March 2012). In the first half year of the 2012-2013 accounting year the Group has hedged 67% of the long-term credits for a minimum period of 3 years. At 30 September 2012, in total the Group holds interest hedging instruments for a nominal amount of €191.0 million (as per 31 March 2012: €199.4 million) and exchange rate hedging instruments for a nominal amount of €39.0 million (as per 31 March 2012: €25.0 million).

The half-year results at 30 September 2012 include a loss on derivatives valued at fair value of €-2.5 million (as per 30 June 2011: €+0.2 million).

3.19. INTEREST-BEARING LIABILITIES

This note provides information on the contractual conditions governing the Group's interest-bearing liabilities at 30 September 2012. It covers the financial debts. The present note gives an overview of the long-term debts and those maturing within the period. This note does not cover the MTM ('Marked to market') values of the financial instruments.

Interest-bearing liabilities

Interest-bearing liabilities at 30 September 2012	Due within 1 year	Due between 1 and 5 years	Due after 5 years	Total
(in thousands of €)

Interest-bearing liabilities > 1 year		5,366	35,953	41,319
- Finance leases - Bank loans (credit institutions) - Subordinated bond loan - Other financial debts		149 4,401 816	34,599 1,354	149 39,000 2,170
Interest-bearing liabilities < 1 year	183,623			183,623
- Finance leases - Bank loans (credit institutions): debts	53			53
> 1 year due within current year	131,586			131,586
- Bank loans (credit institutions) - Subordinated bond loan	51,789			51,789
- Other financial debts	195			195
Total	183,623	5,366	35,953	224,942

The financial liabilities at 30 September 2012 can be broken down as follows:

Interest-bearing liabilities (in thousands of €)	Fixed	Variable	Total
Total	39,153	185,789	224,942

Interest-bearing liabilities (in thousands of €)	Secured	Non secured	Total
Total	224,861	81	224,942

The Group is financed primarily via variable debt instruments such as straight loans and term credits. In order to offset the risk and the costs related to increases in the interest rate, the Group hedged for a nominal amount of €191.0 million whereby the floating interest rate was fixed for a minimum period of 3 years. The following table gives an overview of the outstanding derivatives on the basis of the nominal amounts per maturity date.

Outstanding deriva	30/09/2012			31/03/2012
tives: nominal amounts per maturity date (in thousands of €)	Due within 1 year	Due between 1 and 5 ye ars	Due after 5 years	Due within 1 year	Due between 1 and 5 ye ars	Due after 5 years
Foreign exchange risk Term contracts Options	38,977			25,024
Interest-rate risk IRS Caps	26,496	164,500		27,364	166,000 5,000
Total	65,473	164,500	0	52,388	171,000	0

This note below demonstrates the relative importance of the floating credits.

Financial liabilities	30/09/2012		31/03/2012
	In		In
	thousands	Interest rate	thousands	Interest rate
	of €		of €

Floating interest rate
EUR	181,983	1.78%	180,164	2.96%
GBP (in EUR terms)	12,968	2.05%	13,374	2.62%
Fixed interest rate
EUR	39,153	4.77%	40,398	4.81%
GBP (in EUR terms)			183	5.20%

Total	234,104		234,119

Bank covenants & undertakings

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 31 March 2012 and per 30 September 2012 PinguinLutosa complied with this adjusted covenant, as well as with the other existing covenants.

3.20. ASSETS AND LIABILITIES RELATED TO ASSETS AND LIABILITIES RELATED TO ASSETS CLAS-SIFIED AS HELD FOR SALE

The main assets and liabilities related to discontinued operations (see note '3.12. Discontinued operations') at the end of the reporting period are detailed as follows:

Assets and liabilities related to assets classified as held for sale	Note	30/09/2012
(in thousands of €)

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
Cash and cash equivalents		46,036

TOTAL ASSETS CLASSIFIED AS HELD FOR SALE	2.3.	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	2.3.	102,498

NET ASSETS RELATED TO ASSETS CLASSIFIED AS HELD FOR SALE		140,915

3.20. FOREIGN EXCHANGE SENSITIVITY

Outstanding foreign currency receivables and liabilities at balance sheet date at Group level break down as follows:

Outstanding amounts in foreign currencies exposed to foreign exchange risk (in thousands of €)	30/09/2012	31/03/2012
Amounts receivable GBP (in € terms) USD (in € terms) PLN (in € terms)	29,968 2,100 6,698	32,284 2,101
Liabilities GBP (in € terms) USD (in € terms) PLN (in € terms)	1,339 963	907 345

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

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These amounts relate to both receivables and liabilities from/to third parties and to intra-Group liabilities which represent a foreign exchange risk at balance sheet date. In other words these amounts consist only of receivables and payables in a currency other than the functional currency of the entity holding them.

	2012-2013
1 € =	012 mber 2 Closing rate epte S 0 3	012- 2 rate e g era 013 v A 2	closing rate 012 mber 2 epte ossible S 0 P 3	e g 013 era v 012-2 a ossible 2 rate P	e chang % xpressed in olatility x e ossible v rate P e
Pound sterling US dollar Polish zloty Hungarian forint	0.80 1.29 4.12 285.71	0.80 1.27 4.20 285.71	0.75 - 0.92 1.20 - 1.47 3.71 - 4.53 257.14 - 314.29	0.77 - 0.95 1.24 - 1.51 3.78 - 4.62 257.14 - 314.29	10% 10% 10% 10%

	2011-2012
1 € =	012 mber 2 Closing rate epte S 0 3	012- onths) 2 rate m e 013 (6 g era v A 2	closing rate 012 mber 2 epte ossible S 0 P 3	013 (6 e g era v 012-2 a ossible onths) 2 rate m P	e chang % xpressed in olatility x e ossible v rate P e
Pound sterling US dollar Polish zloty Hungarian forint	0.83 1.33 4.18 294.12	0.87 1.40 N/A N/A	0.75 - 0.92 1.20 - 1.47 3.76 - 4.59 264.71 - 323.53	0.78 – 0.95 1.26 – 1.54 3.73 - 4.55 257.14 - 314.29	10% 10% 10% 10%

a) Transaction risk with respect to outstanding receivables and payables

Based on the average volatility of the GBP, USD and PLN against the € during the past reporting period, we have made a reasonable estimate, as follows, of the effect of a potential variation of the GBP, USD and PLN exchange rates against the €:

Foreign exchange sensitivity on out standing receiv ables and payables (in thousands of €)	Net balance sheet posi September tion per 30 2012	euro compared to foreign % increase of currency on open posi Impact 10 tion	% decrease of euro compared to foreign currency on open posi Impact 10 tion	Net balance sheet posi March 2012 tion per 31	euro compared to foreign % increase of currency on open posi Impact 10 tion	% decrease of euro compared to foreign currency on open posi Impact 10 tion
Pound sterling	28,629	-2,863	2,863	31,377	-3,138	3,138
US dollar	1,137	-114	114	1,756	-176	176
Polish Zloty	6,698	-670	670	N/A	N/A	N/A

b) Translation risk in relation to comprehensive income

20.5% of the Group's sales from continued operations are realized by Pinguin Foods UK Ltd. (at 30 June 2011: 22.8%), which operates in British pounds. These results are converted into the Group's functional currency, which is the €. Based on an analysis of exchange rate developments over the past reporting period, we have made a reasonable estimate of an effect of a potential variation in the GBP against the €, and the same has been done for the Polish zloty and the Hungarian forint following the acquisition of the CECAB Activity:

If the € had risen/fallen by 10% against the GBP, and all other variables remaining constant, the net result would have been €0.04 million higher/lower at 30 September 2012 (at 30 June 2011: €0.6 million lower/higher).

The impact of exchange rate fluctuations in respect of PinguinLutosa Foods Hungary Kft., PinguinLutosa Polska Sp.z.o.o and the sales offices that report in foreign currencies (Scana Noliko UK Ltd. and D'aucy do Brazil Ltda.) on the Group result at 30 September 2012 is not significant (at 31 March 2012: not significant).

c) Translation risk in relation to equity

If the € had risen/fallen by 10% against the GBP, and all other variables remaining constant, the translation differences in equity would have been €1.2 million lower/higher at 30 September 2012 (at 31 March 2012: €2.1 million lower/higher).

The impact of exchange rate fluctuations in respect of PinguinLutosa Foods Hungary Kft., PinguinLutosa Polska Sp.z.o.o and the sales offices that report in foreign currencies (Scana Noliko UK Ltd. and D'aucy do Brazil Ltda.) on the Group's shareholders' equity at 30 September 2012 is €0.5 million (at 31 March 2012: €0.4 million).

3.21. CHANGES IN CONSOLIDATION SCOPE

The following changes in the consolidation scope occurred during the 2012-2013 financial year:

Change of subsidiary name

In April 2012 'PinguinLutosa Foods UK Ltd' has been renamed 'Pinguin Foods UK Ltd'.

3.22. CONTINGENCIES

There are no significant changes to contingencies compared with the previous reporting period. No new important leasing or factoring contracts have been concluded compared with the previous reporting period apart from the use of factoring within the Belgian companies of the canning segment as from April 1, 2012 onwards.

3.23. RELATED PARTIES

During the first semester of accounting year 2012-2013 there are no changes in related parties compared with the previous reporting period. No related party transactions with a significant impact on the financial position and the results of the Group have occurred.

3.24. EVENTS AFTER THE BALANCE SHEET DATE

For a detailed discussion of the important events after balance sheet date we refer to note '1.6. Important events after balance sheet date'.

4. STATEMENT OF THE RESPONSIBLE PERSONS

Declaration regarding the information given in this interim report for the 6 months period ended 30 September 2012

Westrozebeke, 14th of November 2012

The undersigned declare that to the best of their knowledge:

the condensed interim financial statements for the six month period ended 30 September 2012, which have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of PinguinLutosa NV, and the undertakings included in the consolidation as a whole (the "Group");
this interim management includes a fair review of the important events and major related parties transactions that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the financial year.

Deprez Invest NV, represented by Mr Hein Deprez, CEO The New Mile BVBA, represented by Mr Steven D'haene, CFO The Marble BVBA, represented by Mr Luc Van Nevel, president of Board of Directors

5. REPORT OF THE STATUTORY AUDITOR ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

ANNEX: FINANCIAL DEFINITIONS

Operating income	The sum of the categories 'sales', 'increase/decrease (-) in invento ries work in progress and goods for resale' and 'other operating in come'.
Cashflow	REBITDA – Capital investments + evolution working capital – income taxes
Cashflow Cover	Cashflow over the last 12 months / (net interest charges + capital payments of bank loans over the last 12 months).
EBIT	Result from operating activities.
EBITDA	Result before interests, taxes, depreciation charges and write-offs = Result from operating activities + write-offs + depreciation charg es + write-offs on stock and commercial receivables + other receiv ables + non-recurring result (part related to the provisions).
Interest Cover	REBITDA over the last 12 months/ net interest charges over the last 12 months
Leverage	Net financial debt / REBITDA over the last 12 months.
Liquidity	Current assets (including assets classified as held for sale)/ current liabilities (including liabilities related to assets classified as held for sale).
Margin on operating income	Margin of the related category compared to operating income.

Net financial debt	Interest-bearing debts less receivables from loans, derivatives, bank deposits, cash and cash equivalents
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.
Quasi equity	Equity including convertible subordinated bond loans
REBIT	EBIT + non-recurring result.
REBITDA	EBITDA + non-recurring result.
ROE	Return on equity (share of the Group + non-controlling interests). Result of the Group / equity (share of the Group + non-controlling interests).
Solvability	Equity (share of the Group + non-controlling interests) / balance sheet total.

AI assistant

Greenyard NV — Interim / Quarterly Report 2012

3957_ir_2012-11-15_bda1f25a-8286-49a4-9ee7-3030fafe2b4c.pdf

INDEX

ANNEX: FINANCIAL DEFINITIONS

1. INTERIM ANNUAL REPORT

Consolidation scope and consolidation period per 30 September 2012

1.1. CONSOLIDATED KEY FIGURES

Ratios 2

1.2. ANALYSIS OF CONSOLIDATED INCOME STATEMENT

1.2.1. INCOME STATEMENT FROM CONTINUED OPERATIONS

1.2.2. INCOME STATEMENT FROM DISCONTINUED OPERATIONS

1.3. ANALYSIS OF CONSOLIDATED INCOME STATEMENT BY OPERATING SEGMENT

I. DEEP-FROZEN VEGETABLE SEGMENT (revenue +76.4% (in value))

II. CANNING SEGMENT (revenue + 100% (in value))

III. POTATO SEGMENT (revenue + 6.9% (in value))

1.4. ANALYSIS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND CONSOLIDATED STATEMENT OF CASH FLOWS

1.5. PRINCIPAL RISKS AND UNCERTAINTIES FOR THE REMAINING MONTHS OF THE FINANCIAL YEAR

1.6. IMPORTANT EVENTS AFTER BALANCE SHEET DATE

(Plan to) sell the potato division

Marleen Vaesen is appointed as CEO of PinguinLutosa

Pending dispute with Maxwell Chase Technologies

Club deal financing

2. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

2.1. CONDENSED CONSOLIDATED INCOME STATEMENT

2.1.1 CONDENSED CONSOLIDATED INCOME STATEMENT

2.1.1 EARNINGS PER SHARE

2.2. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2.3. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

3.3. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

2.4. CONDENSEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITY

3.4. CONDENSEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

2.5. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS5

3. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

3.1. PRESENTATION

3.2. STATEMENT OF COMPLIANCE

3.3. SEASONALITY OF OPERATIONS

3.4. CHANGES IN ACCOUNTING POLICIES AND PRESENTATION RULES

USE OF ESTIMATES

3.5. FOREIGN CURRENCIES

EXCHANGE RATES

3.6. SEGMENT INFORMATION

3.7. OTHER OPERATING INCOME

3.8. OPERATING CHARGES

3.9. NON-RECURRING ITEMS

3.10. FINANCIAL INCOME AND EXPENSES

3.11. INCOME TAX EXPENSES

3.12. DISCONTINUED OPERATIONS

Plan to sell the potato division

Analysis of the result of the period from discontinued operations (potato division)

3.13. GOODWILL

3.14. INVESTMENT EXPENSES

3.15. DEFERRED TAX ASSETS

3.16. INVENTORIES

3.17. NUMBER OF SHARES

3.18. FINANCIAL INSTRUMENTS AND RISK DESCRIPTION

3.19. INTEREST-BEARING LIABILITIES

Interest-bearing liabilities

Bank covenants & undertakings

3.20. ASSETS AND LIABILITIES RELATED TO ASSETS AND LIABILITIES RELATED TO ASSETS CLAS-SIFIED AS HELD FOR SALE

3.20. FOREIGN EXCHANGE SENSITIVITY

b) Translation risk in relation to comprehensive income

3.21. CHANGES IN CONSOLIDATION SCOPE

Change of subsidiary name

3.22. CONTINGENCIES

3.23. RELATED PARTIES

3.24. EVENTS AFTER THE BALANCE SHEET DATE

4. STATEMENT OF THE RESPONSIBLE PERSONS

Declaration regarding the information given in this interim report for the 6 months period ended 30 September 2012

5. REPORT OF THE STATUTORY AUDITOR ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

ANNEX: FINANCIAL DEFINITIONS

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Greenyard NV Interim / Quarterly Report 2012

Ratios ²

2.5. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS⁵