Greenyard NV — Interim / Quarterly Report 2011

Mar 29, 2012

Press release

PinguinLutosa: Listing prospectus Notes to the management figures as per 31 December 2011 and outlook up till 31 March 2012 Disclosure of participation percentages

The listing prospectus in view of the listing of 3,731,827 new shares, created by the € 44 million capital increase of 15 February 2012 will be available shortly and will be available as well on our website www.pinguinlutosa.com under the heading "Financial information > Reports and publications".

The prospectus will include the non-audited management figures as per 31 December 2011, which we already comment in this press release. In addition we provide here already as well our outlook for the results up till 31 March 2012.

Results as per 31 December 2011

The results as per 31 December 2011 include the consolidated results for PinguinLutosa NV, consisting of:

• (i) 12 months of results of PinguinLutosa (before acquisitions of the deep-frozen activities of CECAB and Scana Noliko) and
• (ii) 6 months of results of Scana Noliko (included as from 1 July 2011 onwards) and 4 months of results of CECAB (acquisition with effective date as from 1 September 2011 onwards). These results are included in the deep-frozen vegetable segment.

The table below mentions, as a comparison, as well the figures as per 31 December 2010, in which the results of Scana Noliko and the deep-frozen activities of CECAB are not included.

Condensed consolidated interim financial statements out of the internal management reporting (in '000 of €)	31/12/2011 (12 months)	31/12/2010 (12 months)
Sales	622,142	483,564
Operating result (EBIT) Operating profit before non-recurrings (REBIT)	2,528 11,725	7,323 6,436
EBITDA REBITDA	27,699 37,446	27,106 25,924
Financial result	-19,083	-4,680
Operating result after net finance costs	-16,556	2,643
Taxes	4,132	112
Profit/(loss) of the period	-12,424	2,756

Remark: These figures do not yet include the application of IFRS 3 for CECAB (fair value adjustment of stock,…)

Sales for the period ending as per 31 December 2011 amount to € 622 million. This is an increase by € 139 million compared to the same period of previous accounting year. € 95 million of this increase is related to the acquisition of Scana Noliko.

EBITDA for the period ending as per 31 December 2011 amounts to € 27.7 million. Although this is approximately the same amount at group level as the year before, the results per division differ significantly.

The spread per division is shown in the following table:

(In '000 of €)	31/12/2011	31/12/2010
	(12 months)	(12 months)
SALES	622,142	483,564
- Deep-frozen vegetable division	286,317	245,147
- Potato division	241,001	238,417
- Canned division	94,825	N/A
REBITDA	37,446	25,924
- Deep-frozen vegetable division	7,407	15,286
- Potato division	17,231	10,638
- Canned division	12,808	N/A
EBITDA	27,699	27,106
- Deep-frozen vegetable division	3,469	16,468
- Potato division	18,263	10,638
- Canned division	5,967	N/A
REBIT	11,725	6,436
- Deep-frozen vegetable division	-3,936	5,479
- Potato division	7,160	957
- Canned division	8,501	N/A
EBIT	2,528	7,323
- Deep-frozen vegetable division	-7,324	6,366
- Potato division	8,192	957
- Canned division	1,660	N/A

The EBITDA in the deep-frozen vegetable segment amounted to € 3 million in 2011, compared to € 16 million the year before. Two elements explain the result. Firstly, the results in the United Kingdom were strongly below expectations. This is attributable to decreasing sales volumes combined with decreasing sales prices, production inefficiencies, the loss of rental income from the leasing out of deep-freeze units and a cost structure which is too heavy. Therefore the necessary restructuring measures have been taken, including changes in the management structure, commercial management and savings with regard to personnel costs. The impact of these measures on the ongoing results is already visible and will be monitored closely. Finally, in 2011 the market circumstances for the deep-frozen vegetable activities were not easy.

The EBITDA of the potato division amounted to € 18 million in 2011, which was then a strong increase compared to the previous year. Despite of the difficult market circumstances in the first half of the year with very high raw material prices, the potato division obtained a satisfying result. This can be largerly explained by the decrease of the raw material prices as from August onwards and the good production efficiencies. It is important to mention that this positive evolution continues during the first quarter of 2012.

The EBITDA of the canned division contributed € 6 million to the EBITDA result of the group in 2011.

The results were as well influenced in a negative way by one-off accounting events. Following the application of the IFRS 3 rules at the acquisition of Scana Noliko the acquired stock needs to be valued at fair value less costs to sell, which implies that no margin is realized on the sale of the acquired stock. This has a one-off negative impact on the EBITDA of € 6.8 million.

The REBITDA (cash flow before non-recurring elements) amounts to € 37.4 million in 2011, which represents an increase of € 11.5 million compared to the previous year. The corrections for the non-recurring elements mainly relate to the deep-frozen vegetable and canned activities.

The adjustment of IFRS 3 which was mentioned already above explains € 6.8 million of the non-recurring elements. Following the acquisition of CECAB and Scana Noliko, additional non-recurring charges were booked.

The EBIT for the period ending as per 31 December 2011 amounted to € 2.5 million, which represents a decrease by € 4.7 million compared to the same period of previous accounting year

The decrease of the EBIT is the combined effect of on the one hand a decrease within the deep-frozen vegetable division of € -13.7 million and on the other hand an increase of the EBIT within the potato division of € 7.2 million, whereas the impact of the acquired canned division of Scana Noliko on the EBIT amounts to € 1.7 million. For the explanation of these evolutions we refer to the comments mentioned at the evolution of the EBITDA.

The REBIT (operating result before non-recurring elements) increases from € 6.4 million to € 11.7 million in 2011.

The financial result amounts to € -19.1 million over the period ending as per 31 December 2011.

Net interest charges for the period ending as per 31 December 2011 amount to € -11.6 million, which is an increase by € 5.8 million compared to the same period of previous accounting year. This is mainly due to the increase of the drawn financing for the acquisition of Scana Noliko, the bridge financing awaiting the € 44 million capital increase and the financing costs for the increased working capital following the acquisition of CECAB.

The other financial results amounted to € -7.4 million or decreased by € 8.5 million compared to the same period of previous accounting year. This is mainly the combined effect of on the one hand a decrease of positive exchange results of € 1.3 million, the fact that in accordance with IFRS the activated costs related to the current club deal of 8 January 2008 were taken in costs (€ 1.0 million) and a negative result of € -4.8 million on derivatives per 31 December 2011 compared to a positive result of € 1.1 million as per 31 December 2010. The new derivative contracts were concluded as part of the adjusted club deal and relate to the hedging of possible interest increases.

The operating result after net financing costs amounted to € -16.6 million for the period ending as per 31 December 2011, which represents a decrease by € 19.2 million compared to previous accounting year.

The taxes include, apart from the income taxes on the result of the accounting period for €4.2 million, also deferred taxes assets amounting to € 8.3 million. In total this results in a positive effect of € 4.1 million. In previous accounting year there was as well a positive amount of € 0.1 million.

The result after taxes now amounts to € -12.4 million in the period ending as per 31 December 2011 compared to € 2.8 million in 2010. This loss in 2011 is, as already mentioned, mainly influenced by a number of non-recurring elements in an amount of € 12.6 million, more specifically the MTM-valuation ("marked-tomarket valuation") in an amount of € 4.8 million, the fact that the exiting activated costs of the club deal have

been taken into charges for an amount of € 1.0 million and the application of IFRS which has an impact of € 6.8 million.

Due to the extension of the accounting year the results as per 31 December 2011 will be part of the audited annual results (15 months) for the accounting year that closes per 31 March 2012.

Outlook: expected results as per 31 March 2012

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

As previously mentioned, PinguinLutosa has changed its closing date towards 31 March. Hence the accounting periods of each of the three divisions have been aligned. In addition this closing date is more in line with the operational activity cycle (start of the production of the new season). Consequently the closing date changes into 31 March 2012.

PinguinLutosa expects to obtain a turnover for the accounting year ended 31 March 2012 that will lie between € 822 million and € 837 million, whereas PinguinLutosa expects to realize a recurring operating cash flow that will lie between € 49 million and € 51 million.

(in millions of €)	31/12/2011	Q1 2012	31/03/2012 (*)
Sales	622	200 to 215	822 to 837
Rebitda	37	12 to 14	49 to 51

(*) The non audited pro forma figures as per 31 March 2012 include 15 months of results of PinguinLutosa, 6 months of results of CECAB and 9 months of results of the activities of Scana Noliko.

In order to make comparisons on an annual basis possible in the future, the expected pro forma results of PinguinLutosa for the last 12 months to 31 March 2012 are shown as well in the table below:

(in millions of €)	01/04/2011-31/03/2012 (*) (12 months)
Sales (*)	820 to 840
Rebitda (*)	54 to 57

(*) These non audited pro forma figures as per 31 March 2012 include 12 months of results of PinguinLutosa, 12 months of results of CECAB and 12 months of results of the activities of Scana Noliko.

Information related to important participations

This information is a supplement to the press release of 12 March 2012. In accordance with the Law of 2 May 2007 and the Royal Decree of 14 February 2008 concerning the disclosure of significant participations in listed companies, the following information is hereby published:

1) Total share capital:

The total share capital of PinguinLutosa NV amounts to € 157,500,000.

2) Total number of securities conferring voting rights:

The share capital of PinguinLutosa NV is represented by 16,459,520 shares with voting rights. There are no shares without voting rights.

3) Total number of voting rights:

The total number of voting rights is 16,459,520 (one voting right per share).

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

4) Total number of warrants:

2,400,000

The repartition of the shareholder structure is then as follows:

		Number of
		shares	In percentage
1	FII NV and 2D NV controlled by Hein Deprez	6,620,754	40.22%
2	Volys Star NV	42,894	0.26%
3	Lur Berri	904,264	5.68%
4	SILL SA	90,197	0.55%
5	Agri Investment Fund CVBA controlled by MRBB	1,776,393	10.79%
6	Gimv-XL, Gimv NV and Adviesbeheer Gimv-XL	2,842,228	17.27%
7	Herwig and Koen Dejonghe (directly and indirectly)	1,015,057	6.17%
8	Free Float	3,137,713	19.06%
	Total	16,459,520	100.00%

Hein Deprez and FII NV act in concert with each of the parties mentioned under n° 2 till 6.

An overview of the shareholder structure is available on www.pinguinlutosa.com under the heading "Financial information > Information for the shareholders > shareholder structure and transparency".

Regulated information 29/03/2012-17:45

Financial calendar:

• Announcement of annual figures 2011 (01/01/2011-31/03/2012): 15 May 2012 (17:45 hrs)
• Availability of annual report 2011: 25 July 2012 (17:45 hrs)
• Trading update Q1 2012: 25 July 2012 (17:45 hrs)
• Announcement of 2012 half year results (01/04/2012-30/09/2012): 15 November 2012 (17:45 hrs)
• Trading update Q3 2012: 25 January 2013 (17:45 hrs)

For additional information, please contact PinguinLutosa:

M. Steven D'haene, CFO:

Mobile : +32 (0)476/50.99.10

PinguinLutosa in a nutshell

PinguinLutosa (www.pinguinlutosa.com) is specialized in the development, production and sales of frozen products: vegetables, fruits, potato products (fries and specialities) and ready-to-use culinary preparations. Including the takeover of the deep-frozen vegetable activities of the French CECAB group (01-09-2011) and the takeover of Scana Noliko (01-07-2011), the group has 17 production sites in five different countries (Belgium, France, United Kingdom, Poland and Hungary) and 19 subsidiaries and sales offices on five continents.

In 2011 PinguinLutosa realised €622.1 million of sales. The group is entirely dedicated to all customer segmentations: food industry, catering as well as large and medium commercial outlets and fast food. The Group maintains its own R&D centre for product and process innovation.

• General Meeting: 21 September 2012 at 14:00 hrs at Langemark, Poelkapellestraat 71