Lotus Bakeries NV

Annual Report • Apr 13, 2016

40 NAT.	Date of deposit	Nr.	Ρ.	Ε.	EUR D.	$F$ 1.1
		ANNUAL ACCOUNTS IN EUROS (2 decimals)
	NAME: Lotus Bakeries
						Legal form: Public.limited.company
						Address: GENTSTRAAT
						Postal code: 9971
						Country: Belgium
						Register of legal persons - commercial court:
		Website * :
						BE 0401.030.860 Company number
DATE	17/10 / 2012					of deposit of the memorandum of association OR of the most recent document mentioning the date of publication of the memorandum of association and of the act amending the articles of association.
		ANNUAL ACCOUNTS approved by the general meeting of				05 / 2016 13 l
		regarding the period from		01/01	$\sqrt{ }$	2015 31/12 2015 to
		Preceding period from		01/01	$\sqrt{ }$	2014 2014 31/12 to
		The amounts for the preceding period are / NOW it" identical to the ones previously published.
	Beukenlaan NV	company, of the DIRECTORS, BUSINESS MANAGERS AND AUDITORS				COMPLETE LIST with name, surnames, profession, address (street, number, postal code and municipality) and position within the Chairman of the board of directors
	Nr.: BE 0437.826.524 Beukenlaan 2, 9971 Lembeke, Belgium					14/05/2013 - 12/05/2017
	Represented by:
	Matthieu Boone Beukenlaan 2, 9971 Lembeke, Belgium
Vasticom BVBA	Nr.: BE 0551.837.750 Bogaertstraat 11, 9830 Sint-Martens-Latem, Belgium					Managing director 09/05/2014 - 12/05/2017
	Represented by:
	Jan Vander Stichele	Bogaertstraat 11, 9830 Sint-Martens-Latem, Belgium
	Are attached to these annual accounts:
						Total number of pages deposited: 31 Numbers of sections of the standard form not deposited because they serve no useful purpose: 5.1, 5.2, 1, 5.2, 3, 5.2, 4, 5.3, 1, 5.3, 2, 5.3, 3, 5.3, 4, 5.3, 5, 5.3, 6, 5.4, 2, 5.4, 3, 5.6, 5.6, 5.13, 5.16, 5.17, 2, 6, 8, 9

Signature
(name and position)

$\star$ Optional information. $\star\star$

Strike out what is not applicable.

|--|

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued)

Mercuur Consult NV Nr.: BE 0478.305.614 Burggraaf h. de Spoelberghdreef 15 b, 9831 Deurle, Belgium

Represented by:

Jan Boone Burggraaf h. de Spoelberghdreef 15 b, 9831 Deurle, Belgium

PMF NV Nr.: BE 0480.657.962 Nieuwstraat 25, 1745 Opwijk, Belgium

Represented by:

Johan Boone Nieuwstraat 25, 1745 Opwijk, Belgium

Anton Stevens Notaxlaan 30, 9070 Destelbergen, Belgium

Herman Van de Velde NV Nr.: BE 0460.768.212 Dendermondsesteenweg 90, 9230 Wetteren, Belgium

Represented by:

Herman Van de Velde Dendermondsesteenweg 90, 9230 Wetteren, Belgium

Dominique Leroy Gaaistraat 27 A, 1170 Watermael-Boitsfort, Belgium

Benoit Graulich BVBA Nr.: BE 0472.527.877 Meiskensbeekstraat 33, 1851 Humbeek, Belgium

Represented by:

Benoit Graulich Meiskensbeekstraat 33, 1851 Humbeek, Belgium

Sabine Sagaert BVBA Nr.: BE 0817.731.873 Oranjerielaan 23, 9030 Mariakerke (Gent), Belgium

Represented by:

Sabine Sagaert Oranjerielaan 23, 9030 Mariakerke (Gent), Belgium

Bene Invest BVBA Nr.: BE 0827.893.713 Vlaanderenstraat 2, 8800 Roeselaere, Belgium

Represented by:

Benedikte Boone Vlaanderenstraat 2, 8800 Roeselaere, Belgium

PwC Bedrijfsrevisoren BCVBA Nr.: BE 0429.501.944 Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium Membership nr.: B00009

Managing director 14/05/2013 - 12/05/2017

Director 14/05/2013 - 12/05/2017

Director 14/05/2013 - 12/05/2017

Director 14/05/2013 - 12/05/2017

Director 14/05/2013 - 12/05/2017

Director 14/05/2013 - 12/05/2017

Director 08/05/2015 - 11/05/2018

Director 11/05/2012 - 13/05/2016

Auditor 14/05/2013 - 13/05/2016

|--|

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued)

Represented by:

Peter Opsomer Blue Tower 1 - Sluisweg 1/8, 9000 Gent, Belgium Membership nr.: A01838

DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that no audit or correction assignment has been given to a person who was not authorised to do so by law, pursuant to art. 34 and 37 of the law of 22th April 1999 concerning accounting and tax professions.

The annual accounts Wat / were not audited or corrected by an external accountant or by a company auditor who is not the statutory auditor.

If affirmative, mention hereafter: name, surnames, profession, address of each external accountant or company auditor and his membership number with his Institute as well as the nature of his assignment:

• A. Bookkeeping of the enterprise**
• B. Preparing the annual accounts**
• C. Auditing the annual accounts and/or
• D. Correcting the annual accounts.

If the tasks mentioned under A. or B. are executed by certified accountants or certified bookkeepers - tax specialists, you can mention hereafter: name, surnames, profession, address of each certified accountant or certified bookkeeper - tax specialist and the nature of his assignment.

Name, surnames, profession and address	Number	Nature of the assignment
		$(A, B, C \text{ and/or } D)$

^* Strike out what is not applicable.

^** Optional information.

BALANCE SHEET AFTER APPROPRIATION

	Discl.	Codes	Period	Preceding period
ASSETS
FIXED ASSETS		20/28	376.224.791,87	267.382.144,70
Formation expenses	5.1	20	.	.
Intangible fixed assets	5.2	21	10.477.495,00	11.974.280,00
Tangible fixed assets	5.3	22/27	.	.
Land and buildings		22	.	.
Plant, machinery and equipment		23	.	.
Furniture and vehicles		24	.	.
Leasing and similar rights		25	.	.
Other tangible fixed assets		26	.	.
Assets under construction and advance payments	5.4/	27	.	.
Financial fixed assets	5.5.1	28	365.747.296,87	255.407.864,70
Affiliated enterprises	5.14	280/1	365.747.296,87	255.407.864,70
Participating interests		280	365.747.296,87	255.407.864,70
Amounts receivable		281		.
Other enterprises linked by participating interests	5.14	282/3	.	.
Participating interests		282	.	.
Amounts receivable		283	.	.
Other financial assets		284/8	.
Shares		284	.
Amounts receivable and cash guarantees		285/8	.	.
CURRENT ASSETS		29/58	24.537.642,71	18.645.414,17
		29
Amounts receivable after more than one year Trade debtors		290	.	.
		291	.	.
Other amounts receivable			.	.
Stocks and contracts in progress Stocks		3 30/36	.	. .
Raw materials and consumables		30/31	.	.
Work in progress		32	.	.
Finished goods		33	.	.
Goods purchased for resale		34	.	.
Immovable property intended for sale		35	.	.
Advance payments		36	.	.
Contracts in progress		37	.	.
Amounts receivable within one year		40/41	10.515.389,88	9.207.011,17
Trade debtors		40	10.117.290,95	8.425.961,03
Other amounts receivable		41	398.098,93	781.050,14
	5.5.1/
Current investments	5.6	50/53	13.677.051,03	9.418.771,14
Own shares		50	13.677.051,03	9.418.771,14
Other investments		51/53	.	.
Cash at bank and in hand		54/58	334.061,61	19.631,86
Deferred charges and accrued income	5.6	490/1	11.140,19	.
TOTAL ASSETS		20/58	400.762.434,58	286.027.558,87

EQUITY AND LIABILITIES
EQUITY		10/15	69.236.885,77	67.136.341,00
Capital	5.7	10	3.572.923,65	3.533.983,65
Issued capital		100	3.572.923,65	3.533.983,65
Uncalled capital		101	.	.
Share premium account		11	11.794.135.68	9.655.798,68
Revaluation surpluses		12	.	.
Reserves		13	53.869.826,44	53.946.558.67
Legal reserve		130	357.292,37	353.398,37
Reserves not available		131	13.748.578,05	9.490.298,16
In respect of own shares held		1310	13.677.051,03	9.418.771,14
Other		1311	71.527,02	71.527,02
Untaxed reserves		132	545.328,51	545.328,51
Available reserves		133	39.218.627,51	43.557.533,63
		14	.
Accumulated profits (losses)		15
Investment grants			.
Advance to associates on the sharing out of the assets		19
PROVISIONS AND DEFERRED TAXES		16	.
Provisions for liabilities and charges		160/5
Pensions and similar obligations		160	.	.
Taxation		161	.
Major repairs and maintenance		162	.
Other liabilities and charges	5.8	163/5	.	.
Deferred taxes		168
AMOUNTS PAYABLE		17/49	331.525.548,81	218.891.217,87
Amounts payable after more than one year	5.9	17	107.168.209,24	46.414.628,24
Financial debts		170/4	98.140.495,00	37.517.993,00
Subordinated loans		170	.
Unsubordinated debentures		171	.
Leasing and other similar obligations		172	.
Credit institutions		173	.
Other loans		174	98.140.495,00	37.517.993,00
Trade debts		175	.	.
Suppliers		1750	.	.
Bills of exchange payable		1751	.	.
Advances received on contracts in progress		176		.
Other amounts payable		178/9	9.027.714,24	8.896.635,24
Amounts payable within one year		42/48	223.846.177,42	172.285.220,90
Current portion of amounts payable after more than one year
falling due within one year	5.9	42	1.267.993,00	38.450.000,00
Financial debts		43	204.492.057,63	116.494.210,27
Credit institutions		430/8
Other loans		439	204.492.057,63	116.494.210,27
Trade debts		44	6.371.213,73	7.026.551,13
Suppliers		440/4	6.371.213,73	7.026.551,13
Bills of exchange payable		441	.	.
Advances received on contracts in progress		46	.	.
Taxes, remuneration and social security	5.9	45	12.945,38	56.072,30
Taxes		450/3	12.945,38	56.072,30
Remuneration and social security		454/9		.
Other amounts payable		47/48	11.701.967,68	10.258.387,20
Accruals and deferred income	5.9	492/3	511.162,15	191.368,73
TOTAL LIABILITIES		10/49	400.762.434,58	286.027.558,87

Codes

Period

Discl.

Nr.

BE 0401.030.860

Preceding period

First - F2015 - 6 / 31

INCOME STATEMENT

	Discl.	Codes	Period	Preceding period
Operating income Turnover	5.10	70/74 70	10.078.062,00	8.424.790,00
Stocks of finished goods and work and contracts in progress: increase (decrease) (+)/(-)		71
Own work capitalised Other operating income	5.10	72 74	10.078.062,00	8.424.790,00
Operating charges (+)/(-) Raw materials, consumables Purchases (+)/(-) Stocks: decrease (increase)		60/64 60 600/8 609	5.946.328,03	5.520.809,68
Services and other goods Remuneration, social security costs and pensions (+)/(-)	5.10	61 62	4.407.512,31	4.002.121,30
Depreciation of and other amounts written off formation expenses, intangible and tangible fixed assets Amounts written off stocks, contracts in progress and trade		630	1.496.785,00	1.496.785,00
debtors: Appropriations (write-backs) (+)/(-) Provisions for liabilities and charges: Appropriations (uses		631/4
(+)/(-) and write-backs) Other operating charges Operating charges carried to assets as restructuring costs(-)	5.10 5.10	635/7 640/8 649	42.030,72	21.903,38
Operating profit (loss) (+)/(-)		9901	4.131.733,97	2.903.980,32
Financial income Income from financial fixed assets Income from current assets Other financial income	5.11	75 750 751 752/9	11.916.491,89 11.748.434,00 533,43 167.524,46	13.422.071,09 13.115.206,20 2.549,75 304.315,14
Financial charges (+)/(-) Debt charges Amounts written off current assets except stocks, contracts in progress and trade debtors: appropriations (write-backs)	5.11	65 650	3.257.587,41 3.061.856,71	4.310.966,87 4.160.863,02
(+)/(-) Other financial charges (+)/(-)		651 652/9	195.730,70	150.103,85
(+)/(-) Gain (loss) on ordinary activities before taxes		9902	12.790.638,45	12.015.084,54

Nr.	BE 0401.030.860		F 3
-----	-----------------	--	-----

	Discl.	Codes	Period	Preceding period
Extraordinary income Write-back of depreciation and of amounts written off		76
intangible and tangible fixed assets		760
Write-back of amounts written down financial fixed assets		761
Write-back of provisions for extraordinary liabilities and
charges		762
Capital gains on disposal of fixed assets		763
Other extraordinary income	5.11	764/9
Extraordinary charges (+)/(-) Extraordinary depreciation of and extraordinary amounts written off formation expenses, intangible and tangible fixed		66	1.121.849,01
assets		660
Amounts written off financial fixed assets		661
Provisions for extraordinary liabilities and charges:
appropriations (uses) (+)/(-)		662
Capital losses on disposal of fixed assets		663	1.018.030,46
Other extraordinary charges	5.11	664/8	103.818,55
Extraordinary charges carried to assets as restructuring costs (-)		669
(+)/(-) Gain (loss) for the period before taxes		9903	11.668.789,44	12.015.084,54
Transfer from deferred taxes		780
Transfer to deferred taxes		680
Income taxes (+)/(-)	5.12	67/77	-39.322,93	50.424,31
Taxes		670/3	13.915,33	50.424,31
Adjustment of income taxes and write-back of tax provisions		77	53.238,26
(+)/(-) Gain (loss) of the period		9904	11.708.112,37	11.964.660,23
Transfer from untaxed reserves		789
Transfer to untaxed reserves		689
Gain (loss) of the period available for appropriation (+)/(-)		9905	11.708.112,37	11.964.660,23

APPROPRIATION ACCOUNT

	Codes	Period	Preceding period
Profit (loss) to be appropriated (+)/(-) (+)/(-) Gain (loss) of the period available for appropriation	9906 (9905)	11.708.112,37 11.708.112,37	11.964.660,23 11.964.660,23
(+)/(-) Profit (loss) brought forward	14P
Withdrawals from capital and reserves	791/2	80.626,23
from capital and share premium account	791
from reserves	792	80.626,23
Transfer to capital and reserves	691/2	3.894,00	1.421.473,03
to capital and share premium account	691
to legal reserve	6920	3.894,00	3.476,01
to other reserves	6921		1.417.997,02
Profit (loss) to be carried forward (+)/(-)	(14)
Owners' contribution in respect of losses	794
Profit to be distributed	694/6	11.784.844,60	10.543.187,20
Dividends	694	11.534.844,60	10.293.187,20
Directors' or managers' entitlements	695	250.000,00	250.000,00
Other beneficiaries	696

	Codes	Period	Preceding period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS AND SIMILAR RIGHTS
Acquisition value at the end of the period	8052P	xxxxxxxxxxxxxxx	14.967.850,00
Movements during the period
Acquisitions, including produced fixed assets	8022
Sales and disposals	8032
(+)/(-) Transfers from one heading to another	8042
Acquisition value at the end of the period	8052	14.967.850,00
Depreciations and amounts written down at the end of the period	8122P	xxxxxxxxxxxxxxx	2.993.570,00
Movements during the period
Recorded	8072	1.496.785,00
Written back	8082
Acquisitions from third parties	8092
Cancelled owing to sales and disposals	8102
(+)/(-) Transferred from one heading to another	8112
Depreciations and amounts written down at the end of the period	8122	4.490.355,00
NET BOOK VALUE AT THE END OF THE PERIOD	211	10.477.495,00

Nr. BE 0401.030.860 F 5.2.2

	Codes	Period	Preceding period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8391P	xxxxxxxxxxxxxxx	255.407.864,70
Movements during the period
Acquisitions	8361	110.488.478,72
Sales and disposals	8371	149.046,55
(+)/(-) Transfers from one heading to another	8381
Acquisition value at the end of the period	8391	365.747.296,87
Revaluation surpluses at the end of the period	8451P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8411
Acquisitions from third parties	8421
Cancelled	8431
(+)/(-) Transferred from one heading to another	8441
Revaluation surpluses at the end of the period	8451
Amounts written down at the end of the period	8521P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8471
Written back	8481
Acquisitions from third parties	8491
Cancelled owing to sales and disposals	8501
(+)/(-) Transferred from one heading to another	8511
Amounts written down at the end of the period	8521
Uncalled amounts at the end of the period	8551P	xxxxxxxxxxxxxxx
Movements during the period (+)/(-)	8541
Uncalled amounts at the end of the period	8551
NET BOOK VALUE AT THE END OF THE PERIOD	(280)	365.747.296,87
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	281P	xxxxxxxxxxxxxxx
Movements during the period
Additions	8581
Repayments	8591
Amounts written down	8601
Amounts written back	8611
Exchange differences (+)/(-)	8621
(+)/(-) Other movements	8631
NET BOOK VALUE AT THE END OF THE PERIOD	(281)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD	8651

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND SHARES

/LVWWKH HQWHUSULVHV LQZKLFKWKH HQWHUSULVH KROGVDSDUWLFLSDWLQJLQWHUHVW UHFRUGHGLQWKHKHDGLQJDQGRIDVVHWVDQGWKH RWKHUHQWHUSULVHVLQZKLFKWKHHQWHUSULVHKROGV ULJKWV UHFRUGHGLQWKHKHDGLQJVDQGRIDVVHWVIRUDQDPRXQWRIDWOHDVW RIWKHFDSLWDOLVVXHG

	5LJKWVKHOGE\			'DWDH[WUDFWHGIURPWKHPRVWUHFHQWDQQXDODFFRXQWV
1\$0(IXOODGGUHVVRIWKH5(*,67(5('2)),&( DQGIRUDQHQWHUSULVHJRYHUQHGE\%HOJLDQ	GLUHFWO\		VXEVLGLDU LHV	\$QQXDO	&XU	&DSLWDODQGUHVHUYH	1HWUHVXOW
ODZWKH&203\$1<,'(17,),&\$7,21180%(5	1XPEHU			DFFRXQWVDV SHU	UHQF\ FRGH		RI (in units)
Lotus Bakeries België BE 0421.694.038 Public limited company Gentstraat 52, 9971 Lembeke, Belgium				31/12/2014	EUR	32.468.906,00	7.585.482,00
ordinary shares	151.260	99,99	0,0
Cremers-Ribert BE 0427.808.008 Public limited company Gentstraat 52, 9971 Lembeke, Belgium				31/12/2014	EUR	15.177.847,00	803.027,00
ordinary shares	3.009.503	99,99	0,01
Interwaffles BE 0439.312.406 Public limited company Rue de Liège 39, 6180 Courcelles, Belgium				31/12/2014	EUR	9.907.388,00	1.492.572,00
ordinary shares	6.782	99,85	0,15
Lotus Bakeries Corporate BE 0881.664.870 Public limited company Gentstraat 1, 9971 Lembeke, Belgium ordinary shares	108.566	99,99	0,01	31/12/2014	EUR	133.793.966,00	4.527.042,00
Lotus Bakeries France SAS
Place du Château BP91, 59560 Comines, France				31/12/2014	EUR	10.097.156,00	375.572,00
ordinary shares	43.434	100,0	0,0
Lotus Bakeries Nederland BV Oosterdijk 3E, 1601 DA Enkhuizen, Netherlands				31/12/2014	EUR	17.819.101,00	-340.374,00
ordinary shares	2.000	100,0	0,0
Lotus Bakeries GmBH Schumanstrasse 33, 52146 Würselen, Germany				31/12/2014	EUR	2.106.029,00	-150.524,00
ordinary shares	10.000	100,0	0,0
Lotus Bakeries Réassurances SA Rue du Kiem 145, L-8030 Strassen, Luxembourg				31/12/2014	EUR	1.291.185,00	0,00
ordinary shares	4.995	99,9	0,1

	Nr.	BE 0401.030.860
--	-----	-----------------	--

LIST OF PARTICIPATING INTERESTS AND SHARES (Continued)

		Rights held by				Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian	directly		Isubsidiar ies	Annual	Cur-	Capital and reserve	Net result
law, the COMPANY IDENTIFICATION NUMBER	Number	$\%$	$\%$	accounts as per	rency code	$(+)$ of $(-)$ (in units)
Lotus Bakeries CZ sro Slezkà 844 box 96, 130 00 Praag 3, Czech Republic				31/12/2014	CZK	$-2.309.697.64$	$-2.368.858.14$
ordinary shares	100	100.0	0,0
Lotus Bakeries UK Itd 3000 Manchester Business Park, Aviator Way, M22 5TG Manchester, United Kingdom				31/12/2014	GBP	2.170.391.00	2.003.996,00
ordinary shares	5.999	99,99	0.01
Lopes Market SL Andres Alvarez Caballero 22-26, ES-28970 Humanes de Madrid, Spain				31/12/2014	EUR	252.925,00	$-5.475,00$
ordinary shares	475	95.0	0,0
Annas - Lotus Bakeries Holding AB Foreign company Radiovägen 23, 135 48 Tyresö, Sweden				31/12/2014	SEK	53.330.503.00	$-656.281,00$
ordinary shares	1.001	100.0	0,0
Lotus Bakeries Asia Pasific Limited Foreign company Yun Ping Road - Caroline Centre Room 2302 - 23rd floor - Lee Gardens 28, , Hong Kong				31/12/2014	EUR	3.200.842,09	733.000,46
ordinary shares	250,000	100.0	0,0
Lotus Bakeries Schweiz AG Foreign company Baarerstrasse 135, 6301 Zug, Switzerland				31/12/2014	CHF	14.274.124,00	5.033.437,00
ordinary shares	200	100.0	0,0
Lotus Bakeries North America Foreign company Francisco Street, Suite 115 50, 94133 San Francisco California, United States				31/12/2014	USD	$-4.270.631,00$	$-76.944,00$
ordinary shares	1.000	100.0	0,0
Lotus Bakeries North America Calgary Foreign company L.M. Gordon LAW Office, 20th street 2213, TOL 1R0 Alberta, Canada				31/12/2014	CAD	$-9.306,00$	988.236,00
ordinary shares	200	100.0	0,0
Lotus Bakeries Chile spa Foreign company Nueva Tajamar 555 OF 401, 7550000 Las Condes, Chile				31/12/2014	CLP	-166.133.395,00	$-33.989.669,00$
ordinary shares	100	100.0	0,0
Biscuiterie Willems BE 0401.006.413 Private company with limited liability Nieuwendorpe 33 box C, 9900 Eeklo, Belgium				31/12/2014	EUR	15.884.739,00	2.194.256,00

1U	BE 0401.030.860		)
----	---------------------	--	---

/,672)3\$57,&,3\$7,1*,17(5(676\$1'6+\$5(6&RQWLQXHG

		5LJKWVKHOGE\				'DWDH[WUDFWHGIURPWKHPRVWUHFHQWDQQXDODFFRXQWV
1\$0(IXOODGGUHVVRIWKH5(*,67(5('2)),&( DQGIRUDQHQWHUSULVHJRYHUQHGE\%HOJLDQ	GLUHFWO\		VXEVLGLDU LHV	\$QQXDO	&XU	&DSLWDODQGUHVHUYH	1HWUHVXOW
ODZWKH&203\$1<,'(17,),&\$7,21180%(5	1XPEHU			DFFRXQWVDV SHU	UHQF\ FRGH	RI (in units)
ordinary shares B.W.I.	2.999	99,99	0,0
BE 0898.518.522 Private company with limited liability Ambachtenstraat 5, 9900 Eeklo, Belgium				31/12/2014	EUR	1.931.879,00	555.301,00
ordinary shares	599	99,99	0,0

.030.860 DГ 0401 DC ້ .	◡.◡.▵ _____
----------------------------------------	----------------

LIST OF ENTITIES IN WHICH THE ENTITY HAS AN UNLIMITED RESPONSIBILITY AS ASSOCIATE OR MEMBER

The annual accounts of any enterprise to which the enterprise is unlimited liable is added to the present statement and published jointly, unless reason for not complying with this requirement is mentioned in the second column using the appropriate code (as defined below: A, B, C or D).

The annual accounts of the company:

• A. will be published through a deposition in the National Bank of Belgium by this enterprise:
• B. will effectively be published by this enterprise in another member state of the EC pursuant to art, 3 of the directive 2009/101/EC will be published through a deposition in the National Bank of Belgium by this enterprise;
• C. will be fully or proportionally consolidated in the consolidated annual statements of the enterprise which is prepared, audited and published pursuant to the Code of companies on the consolidated annual accounts of enterprises;
• D. concern a partnership under civil law, a consortium or a silent partnership.

NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the COMPANY IDENTIFICATION NUMBER	Possible code
Lotus Bakeries France SAS Foreign company Place du Château BP91, 59560 Comines, France	C
Lotus Bakeries Nederland BV Foreign company Oosterdijk 3 box E, 1601 DA Enkhuizen, Netherlands	C
Lotus Bakeries GmBH Foreign company Schumanstrasse 33, 52146 Würselen, Germany	C
Lotus Bakeries CZ sro Foreign company Slezkà 844 box 96, 130 00 Praag 3, Czech Republic	$\mathcal{C}$
Annas - Lotus Bakeries Holding AB Foreign company Radiovägen 23, 135 48 Tyresö, Sweden	C
Lotus Bakeries Asia Pacific Limited Foreign company Yun Ping Road - Caroline Centre Room 2302 - 23rd floor 28, , Hong Kong	C
Lotus Bakeries Schweiz Foreign company Baarerstrasse 135, 6301 Zug, Switzerland	C
Lotus Bakeries North America Foreign company Francisco Street, Suite 115 50, 94133 San Francisco California, United States	C
Lotus Bakeries North America Calgary Foreign company L.M. Gordon LAW office, 20th Street 2213, TOL 1R0 Alberta, Canada	C

|--|

LIST OF ENTITIES IN WHICH THE ENTITY HAS AN UNLIMITED RESPONSIBILITY AS ASSOCIATE OR MEMBER (continued)

NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the COMPANY IDENTIFICATION NUMBER	Possible code
Lotus Bakeries Chile spa Foreign company Nueva Tajamar 555 OF 401, 7550000 Las Condes, Chile	C

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

	Codes	Period		Preceding period
STATEMENT OF CAPITAL
Social capital
Issued capital at the end of the period	100P	XXXXXXXXXXXXXX		3.533.983,65
Issued capital at the end of the period	(100)	3.572.923,65
	Codes	Value		Number of shares
Changes during the period
capital increase			38.940,00	8.850
		.		.
		.		.
.		.		.
Structure of the capital
Different categories of shares Ordinary shares		3.572.923,65		811.863
		.		.
		.		.
.		.		.
Registered shares	8702	XXXXXXXXXXXXX		1.079
Shares to bearer and/or dematerialized	8703	XXXXXXXXXXXXX		810.784
	Codes	Uncalled amount		Capital called but not paid
Capital not paid
Uncalled capital	(101)	.		XXXXXXXXXXXXX
Called up capital, unpaid	8712	XXXXXXXXXXXXX		.
Shareholders having yet to pay up in full
.		.		.
		.		.
		.		.
.		.		.
			Codes	Period
Own shares
Held by the company itself
Amount of capital held			8721	96.822,00
Corresponding number of shares			8722	22.005
Held by the subsidiaries
Amount of capital held			8731	.

Commitments to issue shares

VUIIIIIIIIIIIIIIIIIIII IU ISSUE SIIQIES
Owing to the exercise of conversion rights
Amount of outstanding convertible loans	8740
Amount of capital to be subscribed	8741
Corresponding maximum number of shares to be issued	8742
Owing to the exercise of subscription rights
Number of outstanding subscription rights	8745	4.150
Amount of capital to be subscribed	8746	18.263.71
Corresponding maximum number of shares to be issued	8747	4.150
Authorized capital not issued	8751	960.414.55

Corresponding number of shares ....................................

......................

8732

	F 5.7
--	-------

	Codes	Period
Shares issued, non representing capital
Distribution
Number of shares	8761
Number of voting rights attached thereto	8762
Allocation by shareholder
Number of shares held by the company itself	8771
Number of shares held by its subsidiaries	8781

STRUCTURE OF SHAREHOLDINGS OF THE ENTERPRISE AT YEAR-END CLOSING DATE, AS IT APPEARS FROM THE STATEMENTS RECEIVED BY THE ENTERPRISE

See next page.

The shareholding structure of Lotus Bakeries NV on 31 December 2015:

	No. of voting rights % of voting rights
Stichting Administratiekantoor van Aandelen $\bullet$
Lotus Bakeries $(^1)$	455,323	56.08%
Lotus Bakeries NV (2)	22,005	2.71%
Total held by Stichting Administratiekantoor van Aandelen
Lotus Bakeries and Lotus Bakeries NV	477,328	58.79%
Holding Biloba BVBA $(3)$	27,000	3.33%
Christavest Comm.VA (4) $\bullet$	20,298	2.50%
Publicly held	287,237	35.38%
Total	811,863	100.00%

$(1)$ Stichting Administratiekantoor van Aandelen Lotus Bakeries is not controlled. The interest of Stichting Administratiekantoor van Aandelen Lotus Bakeries in Lotus Bakeries NV appears in the transparency notification that Lotus Bakeries NV received on 5 April 2013* and in the notification to Lotus Bakeries NV of the certification of Lotus Bakeries shares in July 2014.

$(2)$ The voting rights attached to the shares held by Lotus Bakeries NV have been suspended. The dividends have not been suspended and will be distributed to Lotus Bakeries NV.

$(3)$ Holding Biloba BVBA is not controlled. The interest of Holding Biloba BVBA in Lotus Bakeries NV appears in the transparency notification that Lotus Bakeries NV received on 3 July 2014*.

$(4)$ Christavest Comm.VA is 82.82% controlled by Holding Biloba BVBA, which in turn has no controlling shareholder. Mr. Stanislas Boone and Mrs. Christiane De Nie are the statutory business managers of Christavest Comm.VA. The interest of Christavest Comm.VA in Lotus Bakeries NV appears in the transparency notification that Lotus Bakeries NV received on 3 July $2014*$ .

$(*)$ Pursuant to article 6 of the Law of 2 May 2007 on disclosure of major holdings.

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

	Codes	Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE THAN ONE
YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one year
Financial debts ………………………………………………………………………………………………	8801	1.267.993,00
Subordinated loans	8811	.
Unsubordinated debentures	8821	.
Leasing and other similar obligations	8831	.
Credit institutions ………………………………………………………………………………………………	8841	.
Other loans	8851	1.267.993.00
Trade debts ………………………………………………………………………………………………	8861
Suppliers	8871	.
Bills of exchange payable	8881	.
Advance payments received on contract in progress	8891	.
Other amounts payable	8901
Total current portion of amounts payable after more than one year falling due within one year	(42)	1.267.993,00
Amounts payable with a remaining term of more than one but not more than five years
Financial debts	8802	.
Subordinated loans	8812	.
Unsubordinated debentures	8822	.
Leasing and other similar obligations	8832	.
Credit institutions	8842	.
Other loans	8852	.
Trade debts	8862	.
Suppliers	8872	.
Bills of exchange payable	8882	.
Advance payments received on contracts in progress	8892	.
Other amounts payable	8902	9.027.714,24
Total amounts payable with a remaining term of more than one but not more than five years	8912	9.027.714,24
Amounts payable with a remaining term of more than five years
Financial debts	8803	98.140.495,00
Subordinated loans	8813	.
Unsubordinated debentures	8823	.
Leasing and other similar obligations	8833
Credit institutions	8843
Other loans	8853	98.140.495,00
Trade debts	8863	.
Suppliers	8873	.
Bills of exchange payable	8883	.
Advance payments received on contracts in progress	8893
Other amounts payable	8903	.
Total amounts payable with a remaining term of more than five years	8913	98.140.495,00

$F5.9$

Nr. BE 0401.030.860		F 5.9
	Codes	Period
GUARANTEED AMOUNTS PAYABLE (included in headings 17 and 42/48 of the liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts	8921
Subordinated loans	8931
Unsubordinated debentures	8941
Leasing and similar obligations	8951
Credit institutions	8961	.
Other loans ………………………………………………………………………………………………	8971	.
Trade debts	8981
Suppliers	8991	.
Bills of exchange payable	9001
Advance payments received on contracts in progress	9011
Remuneration and social security	9021	.
Other amounts payable	9051
Total amounts payable guaranteed by Belgian public authorities	9061
Amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its
own assets
Financial debts	8922
Subordinated loans	8932
Unsubordinated debentures	8942	.
Leasing and similar obligations	8952
Credit institutions	8962
Other loans	8972
Trade debts	8982
Suppliers	8992
Bills of exchange payable	9002
Advance payments received on contracts in progress	9012
Taxes, remuneration and social security	9022
Taxes ………………………………………………………………………………………………	9032
Remuneration and social security	9042
Other amounts payable	9052
Total amounts payable guaranteed by real securities or irrevocably promised by the enterprise
on its own assets	9062	.

	Codes	Period
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 of the liabilities)
Outstanding tax debts	9072
Accruing taxes payable	9073	12.945.38
Estimated taxes payable	450
Remuneration and social security (heading 454/9 of the liabilities)
Amounts due to the National Social Security Office	9076
Other amounts payable in respect of remuneration and social security	9077

Nr.	BE 0401.030.860
			Period
	ACCRUALS AND DEFERRED INCOME
	Allocation of heading 492/3 of liabilities if the amount is significant
		Deffered income	19.870,80
		Positive translation differences GBP/CLP	491.291.35

OPERATING RESULTS

	Codes	Period	Preceding period
OPERATING INCOME
Net turnover
Allocation by categories of activity
.		.	.
		.	.
		.	.
.		.	.
Allocation into geographical markets
		.	.
		.	.
		.	.
		.	.
Other operating income
Operating subsidies and compensatory amounts received from public
authorities	740	.	.
OPERATING CHARGES
Employees for whom the entreprise submitted a DIMONA declaration or
who are recorded in the general personnel register	9086
Total number at the closing date	9087	.	.
Average number of employees calculated in full-time equivalents Number of actual worked hours	9088	.	.
		.	.
Personnel costs
Remuneration and direct social benefits	620	.	.
Employers' contribution for social security	621	.	.
Employers' premiums for extra statutory insurance	622	.	.
Other personnel costs	623	.	.
Retirement and survivors' pensions	624	.	.
Provisions for pensions and other similar rights
Appropriations (uses and write-backs)	635	.	.
Amounts written off
Stocks and contracts in progress	9110
Recorded		.	.
Written back Trade debts	9111	.	.
	9112	.
Recorded	9113		.
Written back			.
Provisions for liabilities and charges
Additions	9115	.	.
Uses and write-backs	9116	.	.
Other operating charges
Taxes related to operation	640	42.030,72	21.903,38
Other costs	641/8	.	.
Hired temporary staff and personnel placed at the enterprise's disposal	9096
Total number at the closing date		.	.
Average number calculated in full-time equivalents	9097 9098	.	.
Number of actual worked hours		.	.
Costs to the enterprise	617	.	.

FINANCIAL AND EXTRAORDINARY RESULTS

	Codes	Period	Preceding period
FINANCIAL RESULTS
Other financial income Subsidies granted by public authorities and recorded as income for the period
Capital subsidies	9125
Interest subsidies	9126	.	.
Allocation of other financial income
Advantageous exchange differences		167.524,46	304.315,14
Positive foreign currency translation adjustment		0,00	0.00
Financial rebate		0,00	0,00
Payment differences		0,00	0.00
Depreciation of loan issue expenses and reimbursement premiums	6501	.	.
Capitalized Interests	6503	.
Amounts written off current assets
Recorded	6510	.	.
Written back ……………………………………………………………………………………	6511	.
Other financial charges Amount of the discount borne by the enterprise, as a result of negotiating amounts receivable	653	.
Provisions of a financial nature
Appropriations	6560	.	.
Uses and write-backs	6561	.	.
Allocation of other financial charges
Adverse exchange rate differences		119,60	0.00
Payment differences		232.56	$-4.350,56$
Bank costs		35.065,24	19.836,25
Hedging costs		0.00	0.00
Capital loss on disposal of currents assets		160.313,00	134.618,16

	Period
EXTRAORDINARY RESULTS
Allocation of other extraordinary income
Allocation of other extraordinary charges
charges related to take-overs	103.818,55
.

$F$ 5.11

INCOME TAXES AND OTHER TAXES

	Codes	Period
INCOME TAXES
Income taxes on the result of the period	9134	969,95
Income taxes paid and withholding taxes due or paid	9135	969,95
Excess of income tax prepayments and withholding taxes paid recorded under assets	9136
Estimated additional taxes	9137
Income taxes on the result of prior periods	9138	12.945,38
Additional income taxes due or paid	9139	12.945,38
Additional income taxes estimated or provided for	9140
In so far as taxes of the period are materially affected by differences between the profit before taxes as stated in annual accounts and the estimated taxable profit
(+)/(-) Untaxed surplus value		-304.315,14
Untaxed loss value (+)/(-)		160.313,30
Losses on disposal of financial fixed assets (+)/(-)		1.018.030,46
Disallowed expenses (+)/(-)		6.307,26
(+)/(-) Dividend received deduction (DRD)		-12.681.100,80

Impact of extraordinary results on the amount of the income taxes relating to the current period

	Codes	Period
Status of deferred taxes
Deferred taxes representing assets	9141
Accumulated tax losses deductible from future taxable profits	9142
Other deferred taxes representing assets
DRD to be transfered		884.020,13
Deferred taxes representing liabilities	9144
Allocation of deferred taxes representing liabilities

	Codes	Period	Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible)	9145	564.398,78	528.134,22
By the enterprise	9146	35.110,77	2.806,57
Amounts withheld on behalf of third party
For payroll withholding taxes	9147
For withholding taxes on investment income	9148	1.618.429,40	1.408.374,00

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

	Codes	Period	Preceding period
AFFILIATED ENTERPRISES
Financial fixed assets	(280/1)	365.747.296,87	255.407.864,70
Participating interests	(280)	365.747.296,87	255.407.864,70
Subordinated amounts receivable	9271	.	.
Other amounts receivable	9281	.	.
Amounts receivable from affiliated enterprises	9291	10.238.151,62	8.997.840,14
Over one year	9301	.	.
Within one year	9311	10.238.151,62	8.997.840,14
Current investments	9321	.	.
Shares	9331	.	.
Amounts receivable	9341	.	.
Amounts payable	9351	317.320.732,25	201.750.893,19
Over one year	9361	107.168.209,24	46.414.628,24
Within one year	9371	210.152.523,01	155.336.264,95
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of affiliated enterprises	9381	.	.
Provided or irrevocably promised by affiliated enterprises as security for
debts or commitments of the enterprise	9391	.	.
Other significant financial commitments	9401	.	.
Financial results
Income from financial fixed assets	9421	11.748.434,00	13.115.206,20
Income from current assets	9431	.	.
Other financial income	9441
Debt charges	9461	3.037.470,38	4.007.849,96
Other financial charges	9471	.	.
Disposal of fixed assets	9481
Capital gains obtained Capital losses suffered	9491	.	.
		.	.
ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets	(282/3)	.	.
Participating interests	(282)	.	.
Subordinated amounts receivable	9272	.	.
Other amounts receivable	9282	.	.
Amounts receivable	9292	.	.
Over one year	9302	.	.
Within one year	9312	.	.
Amounts payable	9352	.	.
Over one year	9362	.
Within one year	9372	.	.

TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET CONDITIONS
Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions which should be necessary to get a better understanding of the situation of the company
	.

Nr.	BE 0401.030.860	F 5.15

FINANCIAL RELATIONSHIPS WITH

	Codes	Period
DIRECTORS, MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS
Amounts receivable from these persons	9500
Conditions on amounts receivable
Guarantees provided in their favour	9501
Main conditions of these guarantees
Other significant commitments undertaken in their favour	9502
Main conditions of the other commitments
Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person
To directors and managers	9503
To former directors and former managers	9504

	Codes	Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor's fees	9505	63.533,00
Fees for exceptional services or special missions executed in the company by the auditor Other attestation missions Tax consultancy Other missions external to the audit	95061 95062 95063	3.312,00
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions	95081	12.825,00
Tax consultancy	95082	12.000,00
Other missions external to the audit	95083	368.562,00

Mentions related to article 133, paragraph 6 from the Companies Code

Nr.	BE 0401.030.860		F 5.17.1
-----	-----------------	--	----------

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

The enterprise has prepared and published consolidated accounts and a consolidated report

VALUATION RULES

ACCOUNTING PRINCIPLES

1. Assets

1.1 Formation expenses

Formation expenses have been recorded at cost and depreciated at 100%.

1.2 Intangible fixed assets

Intangible fixed assets are recorded at purchase or transfer price. The amortization percentages applied are:

• brand 10%

• software 33%

1.3 Financial fixed assets

Financial fixed assets are valued at acquisition price or contribution value without supplementary costs.

Reductions in value are applied where the esti¬mated value of the financial fixed assets is less than the accounting value and where the loss of value so determined is of a lasting nature in the opinion of the Board of Directors.

The estimated value of the financial fixed assets is determined at the end of the accounting period based on the most recent available balance sheet and on one or more criteria.

Reductions in value are reversed, up to the amount of the previously recorded reductions in value, where the valuation at the clos¬ing date of the accounting period con¬cerned significantly exceeds the previ¬ous valuation.

1.4 Receivables

The necessary reductions in value are applied to receivables, the collection of which is in doubt.

Receivables are recorded at their nominal value, less any credit notes remaining to be drawn up.

Receivables in foreign currencies are converted at the exchange rate applying on the balance sheet date.

Negative exchange rate differences in non-euro currencies are included in the income statement as in the past.

1.5 Investments and cash at bank and in hand

Treasury shares are valued at purchase price.

Cash at bank and in hand in foreign currency is converted at the exchange rate applying on the balance sheet date.

Both the negative and the positive conversion differences are included in the profit and loss account.

2. Liabilities

2.1 Provisions for liabilities and charges

|--|

Provisions have been made for all nor¬mally foreseeable liabilities and charges.

2.2 Amounts payable within one year

Suppliers

Debts to suppliers are booked at their nominal value. Debts in foreign currencies are valued at the rate of exchange on the balance date. Exchange rate differences are processed in the same way as for foreign currency receivables.

1. Additional information

The company is part of a VAT unit which was formed within the Group and to which the following companies belong:

• Lotus Bakeries NV
• Lotus Bakeries België NV
• Cremers-Ribert NV
• Interwaffles SA
• Lotus Bakeries Corporate NV
• B.W.I. BVBA
• Biscuiterie Willems BVBA

Consequently, the company is jointly and severally liable for the tax debts of all the above companies.