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Iglo Foods Holdings Limited Annual Report & Financial Statements 2012

Building our future

Iglo Foods Holdings Lim

ited Annual Report &

Financial Statements 2012

Contents

Business Overview01 Company Overview02 Mission & Strategy04 Business at a Glance06 Fabulous Food

Business Review08 Financial & Operational Highlights10 Chairman’s Statement12 Chief Executive’s Review18 Corporate Social Responsibility24 Board of Directors 26 Chief Financial Offi cer’s Review

Financial Review32 Directors’ Report34 Statement of the Directors'

Responsibilities35 Independent Auditors’ Report

to the Members of Iglo Foods Holdings Limited

36 Consolidated Income Statement37 Consolidated Statement of

Comprehensive Income 38 Consolidated Statement

of Changes in Equity39 Consolidated Statement

of Financial Position40 Consolidated Statement

of Cash Flows41 Notes to the Financial Statements68 Glossary68 Other Information

Annual Report & Financial Statements 2012 1

Business OverviewCompany Overview

Owned in Italy by the Italian subsidiary of Iglo Foods Group Limited.

Iglo Group is Europe’s leading branded frozen food business both in terms of sales and brand recognition. We produce and market premium branded frozen food products in 11 countries and distribute across a number of other markets in Central and Eastern Europe. Our core brands of ‘Birds Eye’, ‘Iglo’ and ‘Findus’ (in Italy only) are category-defining names synonymous with high quality frozen food.

In order to change consumer attitudes towards the sector we have launched great-tasting products that deliver the advantages of frozen food in quality, value and convenience. We will continue to remind consumers of these advantages, including:

•Freezingsealsinfreshnessandgreattaste.Forexample,vegetables are picked and frozen within hours of harvest, and therefore retain more vitamins as well as taste.

•Freezingisanaturalprocessthatlocksinthegoodnessoffood betterthananyothermethodofpreservation.

•Frozenfoodiseasytokeepandlastsfarlongerthanfreshand chilledfoods,whichgopasttheirbestsittingincupboardsandfridges.

The benefits of frozen food

Iglo Foods Holdings Limited 2

“ Our ambition to modernise frozen food so that it meets the needs of 21st century families remains unchanged.”

Business OverviewMission & Strategy

Our mission & strategy

Iglo Group is the European leader in frozen food and we continue to seek out opportunities to build on and extend this position.

Our leadership position allows us to use our scale in all areas of operation, including R&D, manufacturing, procurement and distribution. Most importantly, we believe that it gives us the ability to invest in product innovation and advertising and promotion in a way no other company in the frozen category can.

Our ambition to modernise frozen food so that it meets the needs of 21st century families remains unchanged. We believe that consumers will always demand food that is convenient, healthy and represents value for money and this is exactly what Iglo Group aims to deliver.

To grow we must constantly evolve our offering. While our focus on the core categories of fish, poultry and vegetables remains the same: we want to change perceptions of frozen food both with consumers and retailers. While this may seem a lofty ambition, we believe we have the opportunity, responsibility and the resources to achieve this.

The next phase of our business growth will be driven by products which challenge and change people’s perceptions of what frozen food tastes like, its quality and the variety on offer. We will work with retailers to make the frozen aisle a destination category for consumers and we will heavily support our existing top selling products. In addition we are working to increase our appeal to younger and growing demographics, aligning ourselves to the trend towards lighter more informal eating.

We believe the combination of our strong brands, proven track record in product innovation and the trust consumers have in our products, coupled with trends in consumers’ relationship with food, will enable us to change perceptions of frozen food and continue to grow our business.

Clear focus on our core categories of fish, poultry and vegetablesWe constantly review and refresh our core products to ensure that our offer is 'on trend' and competing with developments in chilled and ambient foods.

1


Our 5 Strategic Objectives

Focus branding behind one equity – Birds Eye, Findus (in Italy) or IgloOur brands have a common identity and common consumer drivers. This makes for a simple and efficient marketing model.

Hire and develop great peopleAt Iglo Group, we firmly believe in hiring talent and nurturing a culture which focuses on developing the growth of the individual.

Drive business simplicity by driving big idea innovationWe continue to innovate to attract and retain our consumers, whilst continually improving our existing product offerings.

Operate a category/ country matrixWe operate a category/country matrix focused on leveraging the common needs of European consumers, but also catering for their variation in food tastes.

3

5

4

2


Geographic reach & brand leadership

Our European matrix organisation expands the markets for our products and generates manufacturing efficiencies.

Key facts 2012 Competitor comparisonComparison to next biggest competitor

•No.1inEuropeoverall

•No.1in96%ofourcountryportfolio

•Strongshareincorecategories Shares based on all countries

Retail sales €bn

Marketshare %Poultry

Fish

Iglo share

Multiple of next biggest competitor1

21%

26%

21%

2x

2x

4xVegetables

2 UK, Germany, Italy & Austria compared to 2nd biggest competitor in each country for fish, vegetable & poultry

All sources: AC Neilson and IRI MAT data ending 24 November – 2 December 2012

€1.6bn

28%

Iglo Group

2nd biggest brandedcompetitor

Iglo Group

2nd biggest brandedcompetitor

€1.6bn

28%

€0.7bn

11.9%

Business OverviewBusinessataglance

no.1

1

2

1

5

IrelandBenelux Russia

UK

Portugal Italy Turkey

AustriaFrance

Germany

22 1

1

1

Branded value share position based on Nielsen data 2 Dec YTD 2012.Core Categories defined as total of fish, vegetables and poultry.Core Countries defined as total of UK, Italy, Germany and Austria.

Direct market access

Market access via distributing

Currently not present

Branded value share position

1 1

15

1

5 Annual Report & Financial Statements 2012


Business OverviewFabulous Food

Frozen food: not a compromise

Vegetables

Poultry

Fish

Our core frozen food categories of fish, poultry and vegetables remain central to our future growth and the platform from which we will deliver great products that meet consumer needs. In all three categories frozen food is on-trend as consumers increasingly look for quality, value and convenience.

Our products make it easier to eat the foods that people know they must consume more of: from leaner, healthier meat and fish to vegetables whose beneficial nutrients have been preserved within hours of harvesting. Frozen food does not need to be a compromise on quality, taste or value and our frozen food delivers all of these things. At Iglo Group our brands, quality products and scale make us best placed to realise the opportunities offered by changing consumer demands.


Consumption of fish per person across Europe is still low. However, Iglo plays an important role in providing consumers with high quality, great tasting fish recipes which overcome the barriers that many have in preparing and serving fish regularly. Importantly, with a 60%1 share of the fish finger segment across our European markets, our fish fingers are often a child’s first taste of fish, making sure they grow up with essential nutrients like Omega 3 and Selenium.

The continued growth of our “Bake to Perfection” fish range was a highlight in 2012. Following on from its success in the UK, we launched it in Italy under the Findus “A Regola d’Arte” brand. In the UK, we further responded to consumer needs for quicker cooking times by introducing a Bake to Perfection (BTP) format that can be cooked in both the microwave and oven, reducing cooking time to 5 minutes without compromising quality or taste.

As Europe’s largest branded frozen fish manufacturer, we play a leading role in responsible sourcing. In 2012 we launched two important consumer initiatives; a fish tracking code across all our fish fingers sold in Europe and the introduction of MSC fish in all of our Cod and Haddock Fish Fingers sold in the UK.

For the first time, the fish tracking code allows consumers for the first time to trace the source of the fish in every pack of our fish fingers they buy. The introduction of 'Birds Eye' MSC Cod and Haddock fish fingers in the UK has increased the amount of MSC-certified fish in the market by 20%2.

Consumers are increasingly aware of the benefits of a balanced diet. Poultry consumption is generally on the increase as people eat more lean white meat in order to reduce the amount of saturated fat associated with red meat in their diets. We provide great tasting, convenient and nutritious chicken for modern families. We have over 20 years’ experience of selling family favourites like “Chicken Dippers”, “Chargrills” and Burgers. In 2012 we updated our commitment to great quality with the launch of our “Sourced and Prepared with Care” Guarantee (to provide high quality, delicious and nutritious food forever).

With insight from our UK consumers we re-launched the entire Birds Eye range of chicken grills, modernising the packaging, developing new flavours and refreshing old favourites. This re-launch received great support from retailers, expanding our presence across the UK market.

We also developed a new advertising campaign that was among the most popular UK adverts of 20123. Following a growing trend, in the UK, for lighter meals we launched “Take-Away Feast”, a new range of chicken products that meets the consumer need for casual eating.

Across continental Europe under our 'Iglo' and 'Findus' (in Italy) brands, we are growing our presence in poultry. Our products aim to deliver modern meal options for consumers whose lifestyles demand convenience, quick and easy preparation. Our chicken nuggets business in France and Italy has been growing fast as consumers appreciate our products’ quality, taste and convenience.

European consumers recognise that vegetable consumption is important for their health. Continued media and government initiatives promote vegetable consumption and consequently the demand for healthy options is strong. We want to help consumers enjoy great tasting vegetables more easily and frequently. We offer superior quality products with our “Field Fresh” promise (frozen within hours of harvest to lock in vitamins and deliver great taste) and we are launching innovative products to give consumers greater choice.

One such introduction was the new leaf spinach with feta cheese product in Austria which built on our strength and success in selling traditional spinach products. Supported with advertising, its launch means 'Iglo' is providing more options for how to eat spinach as an accompaniment as well as the possibility of easily combining it with pasta for a quick meal choice.

So far, the launch in Austria has resulted in growth across the entire spinach franchise and is being extended to all continental markets in 2012/13, demonstrating the potential that exists to modernise our core product range.

Another example of how we are changing the way consumers eat vegetables is the expansion of our “Rice Fusions” platform. In 2012, we launched several new “Rice Fusions” varieties in the UK and Austria and entered Italy with “Vegetable Fusions”.

The “Fusions” franchise fulfils the consumer need for healthy, tasty and convenient meal accompaniments and delivers an incremental "share of plate" relative to the rest of the Iglo portfolio. “Fusions” will remain a focus for both geographic as well as range expansion in the coming years.

1 All data is sourced from Nielsen and IRI (Italy only). MAT data to 02/12/122 Nielsen Scantrak, Kantar Worldpanel and 'Birds Eye' sales data3 Nielsen

Vegetables

Poultry

Fish


Business ReviewFinancial&OperationalHighlights

Our performance

AwardedFoodManufacturerandFrozenFoodmanufactureroftheYearatthe2012FoodManufacturingAwardsintheUK

Continuedrolloutofformalisedcompanycultureprogramme,PACE.Performance. Ambition. Collaboration. Energy.

No.1inEurope

No.1in96%ofourcountryportfolio

1

1

In 2012 we grew core net sales, increased our gross margin and grew EBITDA before exceptional items despite challenging market conditions.

No.1inRussiaforvalueaddedfish


OperatingCashflowConversion being cash generated from operations less the purchase of plant, property and equipment as a percentage of EBITDA before exceptional items of 87% was generated at reported exchange rates.

2012

2011

2010

2009

2008

87%

106%

98%

125%

127%

Financial highlights & key performance indicators

EBITDAbefore exceptional items5% EBITDA growth

EBITDA before exceptional items for the business (at constant currency rates) increased for the fifth consecutive year.

+5%

CoreCategoryNetSalesNet Sales Growth in all core markets and categories

Gross MarginContinued Gross Margin expansion

NetDebtDebt partially refinanced, optimising the Group’s capital structure

OperatingCashflowDriven by lowest ever Working Capital

NetDebt (excluding investor funded loan notes) has increased during the year as part of refinancing activity, which resulted in extended maturities for Senior Debt and repayment of portion of Investor Loan Notes.

219m2012

2011

2010

2009

2008

1,629

1,410

991

1,082

1,559

NetSales

NetSales of the Iglo Group business decreased by 1.7% to €1,539.0m (at constant currency exchange rates).

CoreCategoryNetSales of the Iglo Group business increased by 0.4% (at constant currency exchange rates).

Gross Margin of the Iglo Group business increased by 0.2ppts to 34.6% (at constant currency exchange rates).

+0.2ppts Increase 2011-2012

Increase 2011-2012 Increase 2011-2012

-1.7%2012

2011

2010*

2010**

2009

2008

1,539.0

1,566.3

1,545.4

1,095.1

1,093.3

1,106.1

Decrease 2011-2012

* incl Findus Italy pro forma ** excl Findus Italy * incl Findus Italy pro forma ** excl Findus Italy

+0.4%2012

2011

2010*

2010**

2009

2008

1,221.8

1,217.4

1,174.2

858.7

842.3

838.3

Increase 2011-2012

2012

2011

2010*

2010**

2009

2008

34.6%

34.4%

33.2%

32.2%

28.8%

28.3%

* incl Findus Italy pro forma ** excl Findus Italy

2012

2011

2010*

2010**

2009

2008

341.3

324.5

303.4

216.1

199.0

190.4


10 Iglo Foods Holdings Limited Iglo Foods Holdings Limited

Building our future

Business Review Chairman’sStatement

It gives me great pleasure to report on Iglo Group’s performance in 2012. While it has been a challenging year, the business has continued to make progress across all areas of operations and has once again increased gross profit and EBITDA before exceptional items. ErhardSchoewelChairman and Interim Chief Executive OfficerMarch 2013

CoreCategoryNetSalesCAGR

EBITDAbeforeexceptionalitems CAGR

+0.4%2011-12increase

+5%2011-12increase

11 Annual Report & Financial Statements 2012 Annual Report & Financial Statements 2012

Last year was a tough environment both for consumers and for consumer-facing businesses as uncertainty in the Eurozone continued and consumer confidence remained fragile. Against this backdrop, Iglo was still successful in growing EBITDA before exceptional items by +5%, despite strong competition from private label and discounters who attracted increasingly value-focused consumers.

We adapted our approach in response to the changed environment and shifted our focus from advertising towards in-store promotions in order to meet the needs of consumers struggling with rising prices and static or declining post-tax income. We improved our Gross Margin in tougher trading conditions and continued to exercise a tight control on costs.

Having received unsolicited interest from outside parties, the Board decided to launch a strategic review, the conclusion of which was that more value could be created by reinvesting in the business and setting a new strategy for growth than by selling the business. We therefore continue to have a fully committed owner who understands our business and the markets in which we operate.

Following this, we successfully refinanced the business, raising a net €250 million of new senior debt and extended the maturity date of 88% of our existing senior debt out to 2017 and 2018. At the same time, we repaid the senior debt due in 2013 and a portion of the investor loan notes.

The refinancing gives us the potential to both invest for organic growth, and to continue to leverage our scale to grow through acquisition. We continue to believe that we are the natural consolidator in this sector. With our strengthened balance sheet and proven ability to execute and integrate acquisitions we are well positioned to take advantage of any opportunities that may arise.

In December the Board agreed a new three-year strategic plan for the Group which builds on our previously stated strategic objectives. This plan gives us a new energy and enhanced direction for the business going forward. We will focus on doing more of what we do well and doing it better.

Despite the on-going macro-economic challenges, we expect 2013 to be a year of sales‘ growth for the Iglo Group. Our core category sales continue to grow in aggregate as consumers are becoming more focused on the elements which make frozen so desirable: value, quality and convenience.

These consumer trends will continue and we are the company best placed to take advantage of this opportunity through our strong core products and innovation. Under our new strategy we will respond to these challenges by working to change consumers’ perceptions of the frozen food offering through innovative products that meet consumers’ demands and capitalising on consumers’ trust of the Iglo, Birds Eye and Findus (in Italy) brands.

The ability of the management and all employees to generate EBITDA before exceptional items growth, despite the economic conditions is a credit to the entire team and to the strength of our brands. I am confident that 2013 will be another positive year for the Iglo Group.

After the year-end Martin Glenn announced his decision to stand down as CEO. I would like to thank Martin for his highly committed leadership and transformation of the Iglo Group over the past 6 years. He has built an incredibly strong team and leaves the business well positioned for the next stage of its development. We wish him well for the future.


Modernising our business

Business ReviewChiefExecutive’sReview

We also focused on modernising the business through our on-going investment in new product development and refreshing our core categories to ensure we continue to make food that meets the needs of our consumers.

Although it was a difficult year for trading, we made progress against our goals. Our core categories of fish, poultry and vegetables continued to grow in aggregate, and our new products such as the “A Regola d’Arte” range in Italy received a great response from Italian consumers looking for high quality, easy to cook fish: it was the most successful New Product Development (NPD) launch of 2012 in the category4. Likewise, “Rice Fusions” continued to establish itself in the UK and Austria. It is this type of innovation which is helping us to change consumers’ perception about frozen food.

In 2012 we delivered EBITDA before exceptional items growth of 5% and continued to gain market share from weaker branded competition. It was another year of very challenging conditions for all consumer-facing businesses but we continued with our mission to make good quality food that helps consumers choose healthier options and waste less. Martin Glenn Chief ExecutiveMarch 2013

“A Regola d’Arte”rangeinItalyreceivedagreatresponsefromItalianconsumerslookingforhighquality,easytocookfish.


Net sales of our core categories of fish, vegetables and poultry grew 0.4% and account for 79% of our total branded business. In both fish and poultry we are twice as big as our nearest competitor, and in vegetables we are 4 times as big5. Our brand continues to be our strongest asset. We continue to be the most recognised frozen food brand in Europe and hold the number one position in 96% of our country portfolio5.

Productivity continued to be a strong driver of profit growth, delivering factory efficiencies and procurement & distribution savings. Our performance and success in these areas were recognised by the Group winning both Frozen Food Manufacturer of the Year and overall Food Manufacturer of the Year in the 2012 Food Manufacturing Awards in the UK, beating competition from all other sectors.

Aligned to our commitment to world class operations we continued to invest strongly in the business with capital expenditure of €27.4m, a record level for the Group. Projects included a new poultry line in our Lowestoft factory, to support the growth in our poultry business across Europe as well as a new coated fish line to be installed in our Bremerhaven factory.

Across the Group we continued the roll out of our “PACE” culture and values programme, which helps us to operate a matrix organisation with the minimum of bureaucracy. In 2012 a pulse survey showed that 74% of our colleagues believe that the introduction of PACE has improved the Group’s performance.

Brand enhancementIn 2013 we will continue to build our brand equity through refreshing our core categories. We are re-launching our famous fish fingers with new packaging and promotion across many of our markets in Europe. Investment will also be put into our core poultry and vegetable lines to build brand awareness and maintain product superiority.

This brand enhancement is a part of the wider modernisation of our portfolio, driving the messages of convenience, value, health and quality to consumers. By doing this, we will stay ahead of the competition on quality, convenience and innovation and ensure that we remain best placed to tap into current consumer trends.

4 IRI (Italy)5 AC Nielson and IRI MAT data ending 24th November

to 2nd December 2012

“Rice Fusions” continuedtoestablishitselfintheUKandAustria.Itisthistypeofinnovationwhichishelpingustochangeconsumers’perceptionaboutfrozenfood.

WecontinuetobethemostrecognisedfrozenfoodbrandinEuropeandholdthenumberonepositionin96%ofourcountryportfolio.


The Modernisation of Frozen FoodToo many consumers still do not understand the advantages and benefits offered by frozen food over fresh and chilled equivalents in terms of quality, convenience and value. We strongly believe in the benefits of our products and their potential to deliver for our consumers. Despite this, retailers continue to regard frozen as not being a "destination" category that drives in-store footfall.

It is therefore imperative that we continue to lead the modernisation of the category through innovation and renovation of our core offering to change the attitudes and behaviours of consumers. There is an opportunity to drive growth through communicating the advantages frozen food offers in providing the solution to current consumer needs around convenience, value, health and quality. We will continue to challenge perceptions about the category through on-going innovation, enhanced investment and increased advertising and promotion.

Our PeopleI would like to thank all of our employees for their hard work over this year, which has enabled us to maintain a strong market position in some of the most challenging market conditions our industry has seen. Through good leadership and investing in our people we have continued to improve the business and maintain our position as Europe’s leading frozen food business. All employees should be very proud of this.

Towards the end of 2012 the General Manager of Findus Italy Luca Mignini resigned to re-locate with his family to the United States. I’d like to thank him for his contribution and wish him well for the future.

Future growth potential In the last year we have maintained our market-leading position in our core categories by continuing to modernise the frozen food category. In 2013 we will leverage our brand strength and the fact that our products are 'on trend' to deliver sales growth in our core categories by meeting the consumer need for convenient, nutritious food that delivers value.

The last year has also seen growth in some of our newer markets which present opportunities for us for the future. In both Russia and Turkey the investment of the last few years has delivered strong growth in distribution, brand awareness and sales. This demonstrates the growth potential of frozen food in new and emerging markets, albeit from a low base. Consumers in these markets are increasing their consumption of protein and are increasingly looking for modern, quality branded products that fit with their aspirational lifestyles. We believe that we have the products and the expertise to meet these demands.

In addition to new market opportunities we believe our position as Europe’s largest frozen food company makes us the natural consolidator in the frozen food industry. Our focus on changing perceptions of frozen food will be strengthened as our scale and reach increases into new markets.

UK2012 Germany2012 Italy2012

Strong brand regard

55%BirdsEye

Young’s

Sainsbury’s

Tesco

McCain

Aunt Bessies

Dolmio

UncleBens

Heinz

55%

41%

40%

27%

30%

38%

49%

29%

30%

Iglo

Frosta

EDEKA

DrOetker

Knorr

Maggi

56%

41%

39%

49%

40%

35%

56%Findus

4 Salti in Padella

SofficiniFindus

Capitan Findus

Barilla

Buitoni

Rana

Coop

Orogel

63%

47%

52%

54%

34%

61%

43%

49%

59%

63%

Source : IPSOSPlease indicate how likely you are to recommend each of the following brands to friends or family members by selecting a number from 0 to 10, where '10' means you would strongly recommend the brand and '0' means you would not recommend the brand at all.



We believe our consumers value both our commitment to sustainability and our ability to create great new fish products that are easy to cook.

Growing iconic products like “Birds Eye Fish Fingers” year after year requires a comprehensive consumer-led marketing programme. This year we reminded consumers of the central role our products play in family mealtimes and grew market share as a result, whilst conveying our sustainability credentials.

In 2012, 'Birds Eye' introduced Marine Stewardship Certified (MSC) Cod and Haddock Fish Fingers – we know this matters to our consumers and are proud that this move alone will grow the volume of UK MSC-certified white fish in the whole market by 20%7.

7 Nielsen Scantrak, Kantar Worldpanel and 'Birds Eye' sales data

Birds Eye: UK & Ireland

Fish: Sustainable Business Growth

“ Consumers are responding to the value that the frozen aisle provides and 'Birds Eye' remains the frozen category’s most trusted brand.”

AndrewWeston-Webb Managing Director Birds Eye – UK & Ireland

2012wasayearoffurtherprogress intheUK–withnetsalesgrowthachievedinverychallengingtradingconditions.

Our strategy of focusing our investment and innovation resources behind the core fish, poultry and vegetable categories has paid off. The UK core business grew 2.1% and posted further aggregate gains in market share of 0.6ppts to strengthen our market leadership across these segments to 29.8%.

We decided to protect the profitability of our non-core business in the face of significant commodity inflation, allowing us to deliver total UK sales growth of 0.3% and maintain the upward momentum of our profitability.

In an environment where consumers are paying even greater attention to weekly grocery bills and value for money, we have been able to apply our expertise in promotional management to ensure that we make the right decisions for profitable growth.

Within this context we continue to believe and invest in advertising the quality and convenience of our brand. Our 'Birds Eye' campaign, using the distinctive Clarence the Bear character, has gone from strength to strength with one of our adverts appearing at No 5 in the Most Liked TV Ads of 20126. This is our second year of advertising and innovating behind ‘fewer, bigger better’ platforms and we posted further improvements as a result.

• Ourfishbusinessincreaseditsleadershipposition by growing Fish Fingers, Coated Fish and further extending the premium “Bake to Perfection” range.

• Inpoultrywelaunchedanon-trend“Take-Away Feast” range of coated snackable products and also re-launched our leading “Chicken Grills” range in the last quarter – sales growth indicates a positive consumer response.

• Ourvegetablebusinesscontinuedtostrengthen and also bring new consumers to the frozen aisle – sales of “Rice Fusions” grew over 40% in its second year, allowing us to further build on our leadership position in the UK.

We intend to continue to focus our brand investment behind our iconic products and major new innovation platforms in 2013. Consumers are responding to the value that the frozen aisle provides and 'Birds Eye' remains the frozen category’s most trusted brand.

6 The results were compiled using Nielsen’s ’TV Brand Effect Service’

Country commentary:



Spinach has been a very static category in Austria with no market growth over the last decade.

In autumn 2011 we launched “leaf spinach with feta” in Austria. This launch was the first significant spinach innovation in years.

The results were outstanding: with strong media support the natural spinach segment grew by 13% and Iglo’s share of this segment increased by 13% to 55%. This helped grow the entire spinach category by 4% and Iglo’s share by 3% in 2012.

The performance of this launch demonstrates the potential to renovate and extend Iglo’s iconic products. We are launching and supporting spinach with feta in Germany and Benelux countries in 2013.

Iglo: Continental Europe

Modernising an icon: Spinach

“ We made very good progress in our newer markets”

AchimEichenlaub, Managing Director Iglo

2012wasachallengingyearthatsawdiscounterretailersloweringtheirpricesacrossthefishcategoryand allretailchainsincreasingtheir privatelabelofferingandpushinguppromotionlevelsinordertodealwiththetougheconomicclimateinEurope.Overallthisledtoafallincorecategorynetsalesof1.5%.

CountryHighlights:Germany was particularly hard hit by the price decreases from discounters and increasing private label pressure. In this context we were able to limit the market share loss to less than 0.5% in the Iglo – brand markets through increasing promotional investments and the successful launch of “Filegro Backfisch”, our new batter-coated fish range. Overall, net sales declined, but a good portfolio mix led to improved profitability.

Austria had a very successful year and our market share increased by 0.3%, with share gains in all three core categories. The biggest success came in the vegetables’ category with the launch of “Rice Fusions” products (“Gemüse-Reis-Pyramide”) and the re-launch of spinach.

France had another excellent year with strong double-digit net sales growth. This came from continued success following the poultry launch where we doubled our market share to 10%. Coated fish and recipe fish were also key drivers of continued high growth in France where we gained another 0.8ppts share growth.

Portugal suffered during the first two months of the year from the VAT increase to 23% on most of our products, which led to a net sales decline in the first half. A shift in promotional focus which moved investment from A&P into more consumer-relevant price and trade promotions stabilised the business in the second half of the year, leaving annual average market share flat versus 2011 and Q4 2012 being 2% higher than Q4 2011.

The Benelux countries had a tough year with market share losses and lower net sales driven by declines in natural fish. This was mitigated during the year through the launch of Filegro and value-added spinach, both rollouts of successful initiatives from Germany and Austria.

We made very good progress in our newer markets. Net sales in Russia grew by 69% from distribution gains and continued media support levels. Iglo Turkey net sales grew by 40% driven by 4% share gains in our core categories and good market growth.

We saw much improved sales late in 2012 and we are confident that with strong product launches planned in 2013 – all with increased levels of media support – we will get Iglo back to net sales growth in 2013.


Through building on our leadership position in frozen fish, we have modernised the category with the launch of two new products; “A Regola d’Arte“ and “Gratinato“.

”A Regola d’Arte“, combined the concept of Iglo’s successful “Bake to Perfection” range with recipes to delight Italian taste buds. Supported by advertising it has delivered outstanding results of almost €15 million net sales. In 2012, Findus “A Regola d’arte” was the best Italian premium food launch in terms of sales .

“Gratinato” is the Italian version of Iglo Group’s “Schlemmer-Filet” comprising of whole fillets of fish covered with delicious toppings. Despite limited launch support the product has proved popular with consumers and has recorded strong retail sales11.

11 IRI Data

Iglo: Findus – Italy

Case Study Findus Italy:

2012 was a year of consolidation for Findus Italy.

Despite a period of low economic confidence, reduced consumption and the growth of private label competitors and discount retailers, we grew core category net sales by 1.2%. This has enabled us to hold value market share in aggregate in our core categories and to improve the profitability of the business.

Performance in the first half of the year was impacted by prolonged annual negotiations with two key customers during which time we were unable to execute any promotional programmes, which particularly affected the performance of our vegetable business. Negotiations were satisfactorily concluded with both customers by the end of the second quarter. During the latter half of the year our core value market share growth of +0.5ppts8 was driven by a positive performance in fish, double digit growth in poultry and a strong recovery plan in vegetables.

In fish, we successfully launched “A Regola d’Arte” as part of our drive to modernise frozen food through innovation to meet the needs of aspiring, demanding and time-poor consumers.

Our “Sofficini” poultry has excited both consumers and trade. We have grown the poultry market by 13%9, doubling our market share and achieving net sales of €7.5m. In its first full year of life “Sofficini” Nuggets have become the bestselling nuggets product10 in the Italian frozen poultry market.

We have made progress in turning around the Italian business and shown consumers in this market that frozen food can meet and exceed their very high culinary expectations.

8, 9, 10 IRI Data

“ We have made progress in turning around the Italian business and shown consumers in this market that frozen food can meet and exceed their very high culinary expectations”

LuigiPozzi, Interim Managing Director Findus – Italy

18 Iglo Foods Holdings Limited

Forever Food

At Iglo we work for a Sustainable Future to ensure that our consumers have food to eat forever.

Launched in 2010, our Forever Food programme is at the heart of our sustainable development programme. Our commitment to Forever Food is summarised in our three core values.

They are:‘We Care for the Environment’

‘WeareFairandHonest’

‘We work to ensure that consumers prefer our food’

Over the past two years we have focused on living these values and establishing a more sustainable supply chain which can be verified by appropriate third-party certification.

We have met 71% of the original targets set for the period 2010-2012. While we remain committed to achieving our targets, some can take a significant period of time to achieve: for example, Marine Stewardship Council (MSC) certification for a large wild capture fishery, can typically take four years.

These timing challenges do not change our objectives; in fact they further strengthen our determination to achieve our overall Forever Food programme commitments. We will continue to update stakeholders on progress through our annual reporting process.

Business ReviewCorporateSocialResponsibility

Economic

'We Work to Ensure Consumers prefer

our Foods'

'We are Fair and Honest'

Ethical SourcingTransparent Labelling

'We Care for the Environment'

Climate ChangeWaste

PackagingWater Use

Transport EfficiencySustainable sourcing

SocialEnvironment

Nutritional BalanceHealthy Lifestyle

Innovation

Forever Food sustainability Journey


EnergyEfficiencyReducing the environmental impact of our manufacturing facilities is central to delivering our Forever Food climate change targets. Increasing energy efficiency has the combined benefit of reducing both greenhouse gas emissions and costs at a time of rising fuel prices.

1. New heat and power plant for Lowestoft

As part of this commitment in 2012, our Lowestoft manufacturing site conducted a rigorous factory-wide energy efficiency review to identify where further improvements could be made.

The review concluded that the introduction of a combined heat and power (CHP) plant would deliver substantial environmental and cost benefits. As a result, Iglo Group approved the investment of over €3 million to build a CHP facility at Lowestoft. The new facility will use advanced technology that is typically 65% more efficient than current equipment to deliver an annual reduction in CO2 emissions of circa

5,000 tonnes.

WasteManaging waste is of critical importance and we want to work with all parts of our supply chain to help consumers minimise food waste.

We believe frozen food is inherently less wasteful due to its longer shelf life and ease of portion control compared with chilled food. In addition, we continue to look at how we can use our own manufacturing processes to reduce the waste footprint of frozen food. These are some of the ways in which we are improving our waste management.

1. ”War on Waste” in Italy Our Cisterna plant in Italy took part in a local project called ‘War on Waste’, contributing the use of its anaerobic bio-digester. This facility currently converts 2,000 tonnes of waste per annum into energy for plant operations.

2. Improved pea processing in the UK At our Hull pea processing facility in the

UK, improvements to our pea juice removal process have resulted in a 79% reduction in solids going into waste whilst at the same time reducing the chemical oxygen demand by 12%.

3. ”Waste not Want not“ We commissioned a nationwide study

with YouGov of 2,116 adults, of which 528 had children in the household. The survey revealed some key findings:

• 91%offamilieswithchildrenathome say they throw away unused food

• Thesefamiliesestimatetheywastenearly £300 each year, less than half the actual figure

• Vegetablestopthelistofthemostcommonly wasted food group

• 40%feelguiltywhentheywastefood

• 56%believefrozenfoodcanhelpcutwaste with 29% of those polled believing it can help them save money

To further the message of food waste reduction at a policymaking level, 'Birds Eye' collaborated with the Fabian Society who launched a research paper ‘Waste Not Want Not’. This called on the UK government to make a targeted intervention in the area of food waste in order to lay the ground for continued long-term awareness-raising measures and more substantive policy interventions in future.

Environment

“ We are committed to helping our consumers achieve their healthy eating goals of eating fish twice a week and fruit and veg 5 times a day….by producing products that are not only tasty and convenient, but which also make a positive contribution to a balanced diet…”

Julie Watson Company Nutritionist

A review of 2012

20 Iglo Foods Holdings Limited

SustainableSourcingIglo recognises that those areas that present the business with the greatest long-term Forever Food challenge, such as sustainable fisheries development, not only require our leadership and expertise but are often better served through broader collaboration with policymakers, industry organisations and non-governmental organisations (NGO’s).

In 2012 we continued to provide thought leadership and collaborated on a number of industry initiatives that we believed would assist in meeting the future needs of consumers for responsibly sourced fish.

1.WildCaptureFisheries We worked to demonstrate leadership

across a number of global sustainable fisheries initiatives. Iglo continued to drive efforts to certify one of the world’s largest fisheries to MSC standard, the benchmark for wild capture sustainable fisheries verification.

Iglo has been at the forefront of an alliance of international food companies (the Russian Pollock Sustainability Alliance) to support the Russian Pollock Catchers Association application for

MSC certification.

We are continuing to work towards obtaining certification for the Sea of Okhotsk Russian Pollock fishery.

Across the whole of the Iglo Group we have increased our volume of MSC-certified fish, most notably in the UK

with the launch of MSC-certified 'Birds Eye' Cod and Haddock Fish Fingers. This move alone increased the total volume of MSC-certified white fish in the UK by 20% and resulted in consumers eating 60 million MSC-certified fish fingers. Iglo Group now lists MSC-certified fish in more countries than any other food brand in the world.

2. Aquaculture Less than 3% of Iglo Group’s total fish is from farmed sources. Despite this, we believe aquaculture is a key part of delivering our "Forever Food" mission. This is because aquaculture now accounts for half of the world’s production of fish for food. We have thus been at the forefront of supporting the creation of the MSC’s aquaculture counterpart, the Aquaculture Stewardship Council (ASC), which listed its first certified species, Tilapia, during 2012.

Iglo has now also met a key target to certify our current range of farmed fish species to a responsible standard. This is currently the GlobalGAP and GAA standard. As the industry uptake of the ASC increases, we anticipate listing products with this certification in the future.

3.SustainableFisheries’Development– through Education & Thought Leadership

Unfortunately, there is no all encompassing solution to the challenges of fisheries sustainability. This applies particularly in the EU fisheries which, despite the recent improvements of the last few years, remain overfished. We have provided input and thought leadership across numerous initiatives and at industry conferences to stimulate and improve understanding of the issue. Iglo Group believes this is pivotal in helping to deliver our aim of a sustainable fisheries’ supply chain within our Forever Food programme.


Environment

“Nothing better illustrates our dependence on the planet’s natural resources than wild capture fisheries – it is the reason why we lead key fisheries into MSC certification – it is the choice between having food from the oceans now and for the future.”

Peter Hajipieris Chief Technical, Sustainability & External Affairs Officer


4. Agriculture A key Forever Food target is to reduce

the environmental impact of our arable farming operations, whilst at the same time seeking to improve efficiency. We are famous for our peas and spinach quality which is based on our long-term agricultural collaboration with our growers. But we are also looking 10-15 years ahead to address the challenges of farming space and land utilisation.

Verticrop has the potential to offer an interesting alternative to conventional agriculture. Whilst still in its early stages of development the potential benefits for future crop production are lower overall inputs, reduced transport costs, lower waste, more efficient production planning and a higher level of security of supply. We will report on the progress of this project within our Forever Food programme.

EthicalSourcingOur aim is to implement a set of ethical supply chain standards for our suppliers and to work with them to ensure that they adopt Sedex, BSCI or ETI depending on the global food supply chain location. All our food suppliers will have to be Sedex registered.

Transparent labelling We aim to provide relevant information to help consumers make informed choices as part of maintaining a healthy lifestyle. Under our Forever Food nutritional labelling and communication committments, all of our products have full ingredient and nutrition declarations on the packaging. As we continue to refresh our packaging designs, we also aim to show Guideline Daily Amounts (GDAs) on all packs across all our markets. Currently, we provide GDA information for 100% of our products in 'Birds Eye' in the UK and Ireland and 80% of our products in our 'Iglo' markets.

Another key corporate commitment is to provide consumer information and encourage participation with our Forever Food programme. During 2011, we launched a European-wide platform of websites in those markets where we have launched Forever Food, translated into the local market languages.

Our unique Forever Food pledge is, whenever possible, an integral part of our packaging design informing consumers of the relevant activity of our sustainability programme in relation to that specific product.

HealthyLifestyleWe are committed to helping our consumers achieve their healthy eating goals of eating fish twice a week and fruit and veg 5 times a day, by producing products that are not only tasty and convenient, but which also make a positive contribution to a balanced diet. We also use nutritional key performance indicators based on the role of our products in the diet of our consumers so that we can properly control and measure those areas of public health concern such as saturated fats.

InnovationOne of our Forever Food packaging and waste objectives is to explore ways to exploit frozen food’s versatility in order to stimulate positive consumer change.

One example of this was the introduction of 'Birds Eye' Peas re-sealable bag. This helps consumers manage food wastage better in the home.

Consumer praise went up by 6% in comparison to those markets where the Group does not have re-sealable bags (Iglo Consumer Careline data).

Social Economic

Calories19810%


Iglo: pride in our people

Our people and organisation development agenda covers training, performance management, reward and recognition, and most importantly colleague engagement and motivation.

PACE–OneCultureacrossallMarketstoleveragescaleanddeliverbetterresultsIglo Group is the largest branded frozen food player in Europe. We are able to use this scale across many areas of our business to our advantage, including with our people. We want to combine the benefits of this scale with a culture that nurtures high performance standards, strong and credible ambition, effective team work, and inspiring and energising leadership and management across the business. We have defined our culture through a set of company values – known as ‘PACE’:

• Performance• Ambition• Collaboration• Energy

Having launched PACE in 2011 our focus in 2012 was on further embedding these behaviours and values across the entire business, through colleague workshops across geographies and functions and successfully integrating these values into our HR processes including recruitment, performance management, development and career planning.

Our new recognition scheme, PACESetter, rewards our colleagues across the Group for outstanding performance. In 2012, PACESetter received over 450 nominations from across the business, reflecting the passion that exists to continue to develop and improve Iglo Group.

Findus (in Italy) “Clean up the World” initiative



StraightTalkingIt is important that we understand what our colleagues across the business think whether they have concerns that need addressing or ideas that can be implemented. As a result, our senior management team regularly host ‘straight talking’ employee feedback sessions with a cross section of colleagues.

We are also passionate about our ‘Back to the Floor‘ programme, which has proved to be a great success. By having our Executive team spend a day each quarter working in a factory, out with the sales team or in one of our offices they get to see and hear directly about concerns and ideas for the business outside of their normal executive meetings.

Every two years we conduct an all-colleague culture survey, which our business units and functions use to develop specific action plans to address areas for further improvement. Our last full colleague engagement survey was in 2011 and showed an improvement across all areas of the business compared to previous years. The results of this survey, across the whole of Iglo Group, produced a Cultural Index of 59.3, an increase from the 58.1 we scored in 2010 and continued progression from our initial score of 49.7 in 2008. Among the highest scoring questions were those relating to colleagues being proud to work for Iglo Group and their belief in the quality of our products.

In 2012 we conducted a shorter ‘Pulse Check’ survey across the entire organisation. This demonstrated that 74% of our colleagues believe that the introduction of PACE has improved Iglo Group’s performance and ways of working.

Colleague Consultation Our Annual INTREP (International Representation Meeting) in March 2012 continued our open and constructive dialogue with employee representation on issues around business performance, marketing and supply strategy and the HR agenda.

RewardandEmploymentWe continue to position our pay structure based on performance success alongside a competitive base salary. As has been seen across the broader business market, the need for reward for success is now more important than ever. We are determined that our employees will gain both recognition and financial reward for meeting and exceeding targets.

EmploymentPoliciesEmployee policies are designed to support the business and the delivery of the Group’s strategy. They do so in a manner that takes account of external legislation across Europe, for example the Disability and Discrimination Act and internal codes of conduct including our Code of Business Principles which formalises our compliance with the recent UK Bribery Act. They ensure all employees are treated with integrity and that Iglo Group is perceived internally and externally as an employer of choice.

HealthandSafetyIglo Group is committed to providing a safe and healthy workplace for all our colleagues. In 2012 we maintained our excellent performance of lost time accidents and conducted health and safety assessments in all of our factory locations.

The Group operates a responsible health and safety agenda which encompasses audits, inspections, risks assessments, training, accident investigation, health and well-being and absence management.

PACESetterAwardsOur new recognition scheme, PACESetter, rewards our colleagues across the Group for outstanding performance. In 2012, PACESetter received over 450 nominations from across the business, reflecting the passion that exists to continue to develop and improve Iglo Group.

PACEsetterawardwinners2012

PACESetter Team of the Year winners: 'Iglo IT'

PACESetter Factory of the year winners: Lowestoft

“ At Iglo, our people and our values drive the innovation and change essential for continued success. The Iglo culture harnesses a collective pride and passion for our products and brands and brings the scale of a $1.6bn business to every market.” TaniaHowarth Chief Operating Officer


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Board of Directors

Business ReviewBoardofDirectors

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1.ErhardSchoewel ChairmanErhard has been Chairman of Iglo Group since 2007 and has taken on the role of interim CEO until the search for a new CEO is concluded. He has over 30 years experience within the FMCG sector. In his last role, Erhard was the Executive Vice President of Europe for Reckitt Benckiser Plc. In this role he had responsibility for the entire European operation. Previous to this he held a range of sales, marketing and general management roles within Reckitt Benckiser, including roles as General Manager for Germany and Italy.

2.MartinGlenn Chief ExecutiveMartin was appointed Chief Executive in November 2006 and will leave the business in March 2013. Martin has worked on some of the UK and Europe’s most famous brands in his 25 years in the food industry including Walkers Crisps, Tropicana and Iglo Group. Between 1992 and 2006 he worked for PepsiCo where he helped grow the Walkers Snackfoods business in the UK, initially as Marketing Director and then as CEO.

In 2003 he was given responsibility for PepsiCo’s entire UK and Irish business encompassing Quaker Foods and Tropicana as well as the Pepsi soft drink franchise. In November 2006 he headed up Permira’s successful bid to buy the 'Birds Eye' / 'Iglo' frozen food business from Unilever. Martin announced his intention to leave the Iglo Group in January 2013.

3.PaulKenyon Chief Financial OfficerPaul joined the Group in June 2012 from AstraZeneca PLC, where he held a range of senior finance roles including Senior Vice President – Group Finance and CFO for Global Commercial Operations as well as Chairman of AstraTech AB (AstraZeneca’s medical technology subsidiary) prior to its sale in 2011. Prior to AstraZeneca, Paul had 16 years of consumer goods experience from a variety of finance roles firstly at Mars and latterly at Allied Domecq where Paul was CFO for Global Operations, Global Duty Free and Global Marketing.

4.TaniaHowarth Chief Operating OfficerTania joined the Group in April 2007 and successfully led the separation from Unilever and the creation of a standalone integrated SAP platform. Tania has previously worked for some of the most prestigious branded goods companies. She came from The Coca-Cola Company, where she operated as CIO for Europe, the Middle East and Africa. Prior to this, Tania worked for PepsiCo as CIO for the Walkers Snackfood business and has held various management roles in Sun Microsystems and ICI, having started her career at Price Waterhouse.

5.AndrewWeston-Webb Managing Director – Birds Eye UK & IrelandAndrew joined the Group in September 2011, bringing 28 years of experience in consumer goods, working on brands such as Colgate, Mars, Snickers, M&Ms, Uncle Bens and Dolmio. He has extensive knowledge of the UK market and broad international experience, most recently with five years as Regional President of Mars Chocolate in Europe. During a career spanning marketing and general management Andrew previously worked in the UK, Belgium, Spain and France prior to becoming Vice President Food Europe and then Regional President Australasia.

6.AchimEichenlaub Managing Director – Iglo Achim joined the Group in January 2010 as Managing Director for the 'Iglo' markets. Before joining Iglo Group, Achim worked for Reckitt Benckiser Plc for the last 26 years in various marketing and sales and general management positions in Europe and Asia. For the last 13 years he worked as Senior Vice President Regional Director, managing first Central Europe from 1996 to 2001 followed by East Asia from 2002 to 2009.

7.CherylPotter Non-Executive DirectorCheryl has been a Partner at Permira since 2005. She has worked on numerous transactions including Iglo Group, DinoSol Supermercados, Gala Coral Group, Homebase and Maxeda. Prior to joining Permira, Cheryl was an Investment Manager at Royal Bank Development Capital. Previously she worked for six years at Arthur Andersen in Manchester and London, including three years in the Corporate Finance division. Cheryl has a degree in Biochemistry from the University of Liverpool, England, and is a Chartered Accountant.

8.TaraAlhadeff Non-Executive DirectorTara joined Permira in 2008. At Permira, she has worked on a number of transactions including the acquisition of Findus Italy by Iglo Group and OdigeO (the merger of eDreams with Go Voyages and Opodo). Prior to joining Permira, Tara worked for three years in Investment Banking at Morgan Stanley, in both London and New York.

Tara has a degree in Economics from Cambridge University, England and an MBA from Harvard Business School, USA.

TheBoardcomprisesanon-executiveChairman,fiveexecutiveDirectorsandtwonon-executiveDirectors,whoarerepresentativesofPermira.


Our performance

Whilst the external environment remained challenging for the Iglo Group in 2012, the business continued to deliver a solid financial performance. Paul Kenyon Chief Financial OfficerMarch 2013

Although Total Net Sales declined year on year, our Core Categories of fish, vegetables and poultry (representing 79% of our Total Net Sales) continued to grow in aggregate. We also maintained our strong track record of Gross Margin performance, increasing margin by a further 0.2ppts this year. The Group delivered the sixth consecutive year of growth in EBITDA before exceptional items.

The business continued to deliver a strong performance in cash management. Prior to refinancing the business in November, Net Debt/EBITDA ratio had improved from 4.3x at December 2011 to 3.9x at September 2012. This was driven by continued high levels of cash generation by the business, with an operating cash flow conversion percentage of 87% before exceptional items.

The Group was able to successfully refinance the business in November 2012, with 88% of our existing syndicate of lenders agreeing to extend the maturity date of their loans. As a result, 91% of our year-end bank debt now has a maturity date of October 2017 or January 2018. The Group also secured an additional €250 million of new Senior Debt, which, along with cash from the business, was used to repay a portion of our Investor Loan Notes. This new debt attracts a significantly lower interest rate than the Investor Loan Notes it replaces. At the year end, the Net Debt/EBITDA ratio was 4.7x.

Trading resultsTrading results to EBITDA before exceptional items are presented using constant currency exchange rates.

Business ReviewChiefFinancialOfficer’sReview

CoreCategoryNetSales Gross MarginNetSales

+0.2ppts Increase 2011-2012-1.7%2012

2011

2010*

2010**

2009

2008

1,539.0

1,566.3

1,545.4

1,095.1

1,093.3

1,106.1

Decrease 2011-2012

* incl Findus Italy pro forma ** excl Findus Italy * incl Findus Italy pro forma ** excl Findus Italy

+0.4%2012

2011

2010*

2010**

2009

2008

1,221.8

1,217.4

1,174.2

858.7

842.3

838.3

Increase 2011-2012

2012

2011

2010*

2010**

2009

2008

34.6%

34.4%

33.2%

32.2%

28.8%

28.3%



Net SalesWhilst Total Net Sales decreased by 1.7% year-on-year to €1,539.0m, Net Sales in our Core Categories (which make up 79% of our Net Sales) grew in aggregate by 0.4%. The growth in Core Net Sales was driven by a continued focus on Innovation and Renovation ensuring that our products continue to deliver value, quality and convenience to our consumers. The decline in the non-core business was primarily driven by our ready meals business in Italy which, despite being re-launched during the year, still saw sales decline.

Gross MarginGross Margin improved again this year increasing by 0.2 ppts to 34.6%. This was achieved through a combination of supply chain efficiencies (in particular in Italy where we have continued our restructuring of the Findus operation) and managing sales mix and promotional efficiency.

EBITDAIn 2012 the business delivered its sixth consecutive year of growth in EBITDA before exceptional items since the buyout from Unilever in 2006. EBITDA before exceptional items increased to €341.3m, a 5% increase on 2011.

Results at reported and constant currency

Table1:Reportedcurrency Pro forma 2012*1 2011 2012 vs 2011

€m €m €m %

Revenue (Net Sales) 1,572.7 1,566.3 6.4 0.4

Gross Profit*2 543.6 538.6 5.0 0.9

Gross Margin 34.6% 34.4% 0.2

EBITDAbeforeexceptionalitems 350.2 324.5 25.7 7.9

Exceptional items (53.6) (46.4)

Depreciation (24.4) (27.6)

Amortisation (4.4) (3.7)

Operatingprofit 267.8 246.9

*1 The reported average €/£ exchange rate for 2012 was 1.23

*2 Stated after cost of sales and distribution costs

Table2:ConstantCurrency Pro forma 2012*1 2011 2012 vs 2011

€m €m €m %

Revenue (Net Sales) 1,539.0 1,566.3 (27.3) (1.7)

Gross Profit*1 532.7 538.6 (5.9) (1.1)

Gross Margin 34.6% 34.4% 0.2

EBITDAbeforeexceptionalitems 341.3 324.5 16.8 5.2

The constant currency results have been determined by translating the local currency denominated results for the year ended 31 December 2012 at the exchange rate for the comparable period in the prior year. The reported €/£ exchange rate for 2011 was 1.15.

*1 Stated after cost of sales and distribution costs

Exceptional itemsExceptional items during the year were €53.6 million (2011: €46.4 million).

Of the total charge for the year, €17.8 million relates to integration costs for Findus Italy. These costs principally relate to restructuring of factory operations. An additional €3.1 million relates to restructuring of factory operations in other countries. The Group also incurred charges of €32.7 million related to the sale process undertaken in the year, the refinancing of the Group completed in November and the associated repayment of investor loan notes and management incentives.

Finance costsGroup net finance costs were €302.4 million (2011: €322.9 million).

Of the total costs for the year, €83.4 million (2011: €110.1 million) related to interest on bank loans and €192.4 million (2011: €169.7 million) to interest on investor loan notes. The interest on bank loans was lower than in 2011 as a result of the expiry of a high fixed interest rate swap in 2011, lower margins on Senior Debt than on the Mezzanine debt it replaced in 2011, and a fall in underlying interest rates during 2012.

The remaining interest charge relates to financing costs of €3.4 million incurred during the refinancing of the business, €7.1 million of amortisation of deferred borrowing costs, €6.2 million of exchange differences arising on retranslation of financial assets and liabilities and €9.8 million of other finance related costs.

TaxationThe tax expense for the year was €43.5 million (2011: €6.1 million).

This charge is split between a current tax expense of €42.0 million (2011: €25.3 million) and a net deferred tax charge of €1.5 million (2011: credit of €19.2 million). The increase in the current tax charge for the year arises primarily as a result of the recognition of a provision for tax uncertainties as well as phasing of tax charges relating to Findus Italy. The variance in the deferred tax charge arises mainly as a result of an increase in the recognition of tax losses in the Group in 2011. In the year a deferred tax credit arises from a change in the UK tax rate from 25% to 23% (2011 – 27% to 25%). This offsets other deferred tax charges which results in a small net deferred tax charge.

Loss after taxOverall, the Group made a loss after tax of €78.1 million (2011: €82.1 million)

EBITDAbeforeexceptionalitems

+5%2012

2011

2010*

2010**

2009

2008

341.3

324.5

303.4

216.1

199.0

190.4




LiquidityIn total there was a net decrease in cash and cash equivalents of €26.9 million (2011: increase of €56.9 million) leaving a net cash balance of €215.6 million at 31 December 2012 (2011: €242.5 million).

Operatingcashflows

Table3:Operatingcashflows 2012 2011

€m €m

EBITDA before exceptional items 350.2 324.5

(Increase)/decrease in working capital (13.5) 51.5

Decrease in employee benefits provision & other non cash movements (3.4) (3.8)

Cashgeneratedfromoperations 333.3 372.2

Tax paid (33.7) (32.8)

Cash flows related to exceptional items (44.5) (21.4)

Netcashfromoperatingactivities 255.1318.0

At an operating level the Group remains highly cash generative.

During the year to 31 December 2011 net cash inflows from operating activities, before exceptional items, was €333.3 million (2011: €372.2 million) and operating cash flow conversion was 87% (2011: 106%).

Operating cashflow conversion whilst remaining strong has reduced slightly year on year as 2011 had a higher than usual level of cash inflow. The high cash inflow in 2011 was due to the normalisation of Findus Italy’s working capital, which was exceptionally high at the start of the year. This was caused by the way that Findus Italy was carved out of the Unilever business, meaning that we acquired a business with a seasonally high working capital balance, exaggerated by only a part year rebate accrual balance. During 2011 Findus Italy’s expected rebates balance normalised and underlying working capital improvements were made in the Findus Italy business.

OthercashflowsTax payments of €33.7 million are in line with prior year.

Cash flows relating to exceptional items of €44.5 million were driven by €13.3 million of cash outflows related to integration and restructuring of our Italian business and €31.2 million of other costs, principally relating to the sale process, refinancing, and the associated repayment of investor loan notes and management incentives.

InvestingcashflowsTable5:Investingcashflows 2012 2011

€m €m

Acquisition related cash flows - (5.1)

Capital Expenditure & Other Expenditure (27.4) (26.5)

Investingcashflows (27.4) (31.6)

€27.4 million was reinvested into capital expenditure, mainly involving upgrading of capacity and improving quality across our production facilities, notably a new fish finger line in Bremerhaven and a new poultry line in Lowestoft to support future core category growth.

FinancingcashflowsTable6:Financingcashflows 2012 2011

€m €m

Funding obtained during refinancing 250.0 425.2

Repayment of loan principal (387.1) (482.4)

Payment of refinancing fees (28.7) (7.5)

Repayment of revolving credit facility - (64.8)

Interest related payments (89.8) (100.1)

Financingcashflows (255.6) (229.6)

As part of the debt refinancing in November 2012, three new tranches of Senior Debt were created, totalling €1,687.4 million (at 31 December 2012), with repayment dates in 2017 and 2018. €250 million of new debt was drawn down, with the remainder being extended from existing tranches of debt.

The new debt, plus cash from the business, was used to repay €311.7 million of Investor Loan Notes, plus the remaining €34.7 million of Senior Debt which would otherwise have been due for repayment in 2013.

Fees of €28.7 million were incurred relating to this refinancing.In addition, €40.7 million of other principal repayments were made in the year and €89.8 million of cash was used to fund interest payments on the Group’s bank borrowings.

In the prior year, mezzanine debt of €424.8 million was repaid and replaced by an additional tranche of senior debt of €425.2m, on which a lower margin is payable.

WorkingcapitalWe continue to maintain very low levels of working capital, achieving negative working capital for the second year in a row at 31 December 2012. However, the absolute level of working capital has increased since last year end.

Table4:Workingcapitalanalysis 2012 2011 Movement

€m €m €m

Inventory 242.6 238.9

Receivables 65.3 60.4

Payables (299.9) (320.4)

NetWorkingCapital (5.6) (21.1) (15.5)

FX and non-trading items 1.9

Increaseinworkingcapitalincashflow (13.6)

Payables were lower at the end of the year due to lower levels of advertising and promotional activity in the fourth quarter of 2012 compared to 2011.

OperatingCashFlowconversion

* incl 'Findus' (in Italy) pro forma ** excl 'Findus' (in Italy)

2012

2011

2010

2009

2008

87%

106%

98%

125%

127%


BorrowingsThe debt structure of the Group changed as a result of the refinancing.

Table7:Debtstructure

€m Bank debt Cash and cash Investor Total equivalents loan notes

Balance at December 2011 1,652.5 (242.5) 1,151.1 2,561.1

Cash generated by business - (147.3) - (147.3)

Capitalised interest - - 192.4 192.4

Movements due to foreign exchange 17.3 (1.0) 16.3

Principal repayments (40.7) 40.7 - -

Refinancing related changes 215.3 134.5 (311.7) 38.1

BalanceatDecember2012 1,844.4 (215.6) 1,031.8 2,660.6

At the end of December 2012, total bank debt was €1,844.4 million compared to €1,652.5 million at the end of December 2011. Further detail on the Group’s borrowings is set out in note 16 ofthe financial statements.

In addition to the bank debt shown above, the Group also has access to a revolving credit facility of €120m, expiring in 2016 (2011: €142.1 million expiring in 2013). This is available to finance working capital requirements and for general corporate purposes. Currently €2.0 million is utilised for letters of credit, customer bonds and bank guarantees.

The Group’s bank borrowings and revolving credit facility are available under the senior facility agreement. The agreement is long term and the tranches of debt contained within the agreement have various repayment dates.

Table8:Repaymentdates€m 2013 2014 2015 2016 2017 Over 5 years

Principal repayments due - 71.8 54.4 30.8 1,410.7 1,308.7

The facilities are secured by a fixed and floating charge over certain of the Group’s assets.

The senior facility agreement also requires the Group to comply with certain financial and non-financial covenants. The financial covenants include annual limitations on capital expenditure and require the maintenance of certain minimum ratios of EBITDA on both net interest payable and net debt. In addition, there is a requirement that the net operating cash flows generated are not less than the Group’s cash cost of funding the bank debt. At 31 December 2012, the minimum headroom we had on the key measures was €74.7 million (21%) of our EBITDA and €314.6 million (76%) of cash flow as defined in the facility agreements.

Otherliabilities:pensions 2012 2011

€m €m

Pensions 75.2 51.4

The pension liability relates mainly to obligations in Germany of €66.3 million (2011: €42.7 million) and Italy €6.0 million (2011: €6.5 million). The increase in the liability is driven by a decrease in the discount rate used to calculate the liability at 31 December 2012.

Interest Cover €m

2012

2011

2010

2009

2008

3.9

3.3

2.9

3.5

2.5

1.75

1.7

1.6

1.55

1.5

n Actual ration n Minimum ratio

DebtCover€m

2012

2011

2010

2009

2008

4.7

4.3

4.6

3.5

5.3

6.2

6.3

6.8

7.25

7.8

n Actual ration n Maximum ratio

CashflowCover€m

2012

2011

2010

2009

2008

4.2

2.3

1.8

3.5

1.4

1.0

1.0

1.0

1.0

1.0

n Actual ration n Minimum ratio


Interest rate risk

The Group’s income and operating cash flows are substantially independent of changes in interest rates. However, the Group has significant levels of floating rate borrowings and is therefore exposed to the impact of interest rate fluctuations.

The Group’s policy on interest rate risk is designed to limit the Group’s exposure to fluctuating interest rates. This is done using interest rate caps and swaps which are designated as cash flow hedges.

At the year end, interest rate caps were in place to cover 70% and 52% of the floating interest rate of the Euro and Sterling Group loans respectively on which interest is due to be paid in cash in 2013.

Exchangeraterisk

The Group is exposed to two types of exchange rate risk, translational risk and transactional risk.

Translational risk arises because the reporting currency of the Group is the Euro and yet the Group earns a significant proportion of its sales and EBITDA in Sterling through its UK based "Birds Eye" business. The Group is exposed to translational foreign exchange impacts as we convert the Sterling results of our UK business into our reporting currency of Euro. A proportion of this risk is structurally hedged through the Group financing structure. At the year end 35% of our bank borrowings were denominated in Sterling, compared to 33% of revenue and 39% of EBITDA of the Group.

Transactional risk arises in three areas. Across the whole Group a significant proportion of the raw material purchases are denominated in US Dollars and Swedish Krona, yet the sales are made in either Euros or Sterling. The UK business suffers further transactional risk related to the raw materials that it purchases in Euros. The Group mitigates this risk by buying forward foreign exchange contracts to cover the value of all relevant contractual commitments and a proportion of forecast commitments which are not yet contractual.

Credit risk

Credit risk is the risk that a counterparty will be unable to pay amounts in full, when due.

The Group’s policy is to limit counterparty exposures by monitoring each counterparty carefully and, where possible, setting credit limits by reference to published credit ratings. Surplus cash is invested in short-term financial instruments and only deposited with counterparties meeting a minimum credit rating requirement set by the Board.

Counterparty credit ratings are regularly monitored, and there is no significant concentration of credit risk with any single counterparty.

Liquidityrisk

Liquidity risk is the risk that cash may not be available to pay obligations when due.

Cash forecasts identifying the liquidity requirements of the Group are produced frequently. These are reviewed regularly by the Board to ensure that sufficient financial headroom exists for a minimum 12 month period. The Group’s policy includes maintaining a minimum level of committed facilities and ensuring that a proportion of debt is long-term, spread over a range of maturities. As at 31 December 2012, the Group had cash and cash equivalents of €215.6m and undrawn committed facilities of €118.0m.

The Group maintains a close relationship with the larger credit insurance companies. We provide regular information to ensure that our financial position is clearly understood and that, where possible, credit insurance cover is readily available to our suppliers.

Capital risk management

Capital risk is the risk that an investor may lose the value of the amount invested.

The Group’s objectives when managing capital are to maximise shareholder value while safeguarding the Group’s ability to continue as a going concern. We will continue to proactively manage our capital structure whilst maintaining flexibility to take advantage of opportunities which arise to grow our business. One element of our strategy is to make targeted, value-enhancing acquisitions. It is intended that these will, where possible, be funded from cash flow and increased borrowings. The availability of suitable acquisitions, at acceptable prices is, however, unpredictable.

In common with other private equity portfolio companies, the Group carries a high level of net debt compared to equity.

Total capital is calculated as total equity as shown in the consolidated balance sheet, plus net debt. Net debt is calculated as the total of “other interest bearing loans and borrowings” as shown in the consolidated balance sheet, less cash and cash equivalents.

Risk Descriptionandmitigation

FinancialRisksThe Group is exposed to a variety of financial risks. The Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential risks for the Group. The Board reviews and agrees policies for

managing risks. The most important components of financial risk impacting the Group are exchange rate risk, interest rate risk, credit risk and liquidity risk. The Group uses derivative financial instruments to hedge certain risk exposures.



Competition and demand

The frozen food industry is highly competitive.

We compete with other multinational corporations which are focussed on special segments of the frozen food market in which both we and they operate, and with retailers who promote their "own labels".

Furthermore, consumer tastes are susceptible to change. If we are unable to respond successfully to rapid changes in demand or consumer preferences, our sales or margins could be adversely affected.

Monthly management accounts are produced which are reviewed by the Board. These accounts allow performance to be assessed in both absolute and relative market terms and are used by the Board to make decisions.

Rawmaterialavailabilityandcost

Our business depends upon the availability, quality and cost of raw materials which we source from around the world.

Key inputs such as fish, vegetables, ingredients, packaging materials and energy are subject to potentially significant price and supply fluctuations.

We monitor changes in our input prices on an ongoing basis and key variances and trends are reported to the Board monthly. Through a combination of our buying and pricing strategies we aim to minimise the impact on our profitability. Iglo Group has a history of successfully sourcing raw materials in times of shortage and in passing through genuine increases in input prices to our customers.

Therefore, whilst we believe that any impact on our profitability from higher raw material prices would be a short term issue, there can be no assurance that all shortfalls will be recovered. A failure to recover higher costs or shortfalls in availability or quality could decrease our profitability.

Informationtechnology

We depend on accurate, timely information and numerical data from key software applications to aid day-to-day operations and decision-making.

Any disruption caused by failings in these systems, of underlying equipment or of communication networks could delay or otherwise impact day-to-day operations or decision-making, or cause financial losses.

We have contingency plans for such eventualities, including manual workarounds, offsite systems backups and options for working offsite or from alternative locations.

Dependenceonbusinesspartners

A proportion of our business functions are outsourced to third parties (eg. parts of our IT and logistics functions).

Failure of the third parties to deliver on their contractual obligations or failure to structure or manage our agreements with third parties effectively could lead to adverse effects on our supply of products, reputation or financial results.

Governance structures are in place to ensure effective dealing with business partners, in addition to regular project reviews by the Board.

Customerconsolidation

There is a trend towards a greater concentration of our customer base around Europe due to the consolidation of the retail trade.

Pricing pressures from customers who are consolidating could adversely impact our sales or margins.

Management of pricing and trade terms are key areas of focus in the business. We invest in A&P and innovation to maintain the strength of our brands and their appeal to consumers.

Weatherandclimaticchanges

Short-term fluctuations in weather or longer-term climatic changes may impact our business.

Such changes may impact us by affecting the supply or price of raw materials, or the manufacturing, distribution or demand for our products.

We have various strategies available, whether these be short term solutions such as sourcing ingredients from different geographic locations, or longer term solutions such as an active R&D programme and a commitment to a wider sustainability agenda.

Manufacturingandlogistics

Our manufacturing and distribution facilities could be disrupted for reasons beyond our control, such as extremes of weather, fire, supplies of material or services, systems failure, workforce actions or environmental issues.

Any significant manufacturing or logistical disruptions could affect our ability to make and sell products which could cause revenues to decline.

There is an ongoing programme of efficiency improvement initiatives across our production facilities and operations. Major unforeseen difficulties arising in connection with such changes could reduce our revenues and earnings.

We have a business continuity planning process in place.

Manufacturingandlogistics

As we manufacture food products, any quality failure could impact the health of our consumers and the reputation of the brands.

Our sourcing and production standards and quality processes are designed to avoid such issues arising.

Risk Descriptionandmitigation

NonFinancialRiskFactorsOur business and the financial results of our operations could be materially affected by any or all of the following risks that we continue to manage actively:


FinancialReviewDirectors’Report

Following the success of the “steam pyramid bag” in 2011, five new rice variants have been launched across Europe and Iglo diversified its product range by introducing two Vegetable variants in Italy. Iglo also developed and launched new variants of other products such as spinach with feta cheese, low lactose creamed spinach and vegetable nuggets.

The poultry range has been completely renovated, including improving the taste experience and developing high quality take away style products.

KeyperformanceindicatorsThe key performance indicators for Iglo Group are:

Measure Definedas How it relates to our strategy

Page

Sales growth at constant currency

Sales growth compared to prior year with the results of the UK business translated at a constant exchange rate

Measures whether we have driven growth of our top line

9

Core category growth

The movement of Net Sales in the fish, poultry and vegetable categories

Measures whether we have successfully driven our core categories harder

9

Gross margin Gross margin as a percentage of reported revenue

Measures our ability to expand Gross margin to reinvest back into growth

9

EBITDA growth EBITDA before exceptional items compared to prior year with the results of the UK business translated at a constant exchange rate

Measure our ability to grow operating profits

9

Operating cash conversion percentage

Cash generated from operations less the purchase of property, plant and equipment1 as a percentage of EBITDA before exceptional items

Measures our ability to convert profits into cash

9

Employee engagement

Cultural index level in annual employee survey

Measures employee engagement in order to attract and retain the best employees

23

TheDirectorspresenttheirreportandtheauditedconsolidatedfinancialstatementsfortheyearended31December2012forIgloFoodsHoldingsLimited(the“Company”)anditssubsidiaries(the“Group”).

PrincipalactivitiesThe principal activity of the Group is the production, distribution and sale of frozen food products under several iconic brands, "Birds Eye" in the United Kingdom and Ireland, "Iglo" in much of Continental Europe, and "Findus" in Italy. The principal activity of the Company is to act as a holding company.

Business reviewThe Company is required by the Companies Act 2006 to set out in this report a fair review of the business of the Group during the financial year ended 31 December 2012 and of the position of the Group at the end of the year and a description of the principal risks and uncertainties facing the Group.

The information that fulfils these requirements can be found within the Business Review on pages 8 to 31 of this report. This information is incorporated into this report by reference. Details of expected future developments in the business of the Group are also included in the Business Review.

ResearchanddevelopmentResearch and Development within the Group is a centrally managed function reporting to the CEO with its main centres located in the manufacturing sites in the UK, Germany, Italy and the Feltham head office. R&D is a key competitive advantage for Iglo Group and delivers the growth initiatives through high-quality and tasty products meeting our Nutrition & Sustainability ambition.The development teams at Lowestoft, Bremerhaven, Reken and Cisterna consist of food technologists, nutritionist, culinary chefs and packaging specialists. Each site has a pilot plant and test kitchen.

The business has continued its category focus in 2012 around its core areas of fish, vegetables and poultry, and the Research & Development programme continued to focus on the main consumer concerns of high quality, convenience, health & nutrition and sustainability, continuing to work closely with consumers and experts to design high quality innovations and understand food consumption patterns and trends.

R&D developed new fish “Bake to Perfection” variants for the 3 main European markets (UK, Italy and Germany) with a new packaging which can be cooked in either the oven or the microwave. The German fish bake platform (“Schlemmer-filet”) has been successfully launched in Italy with specific recipes adjusted to local taste.

Directors’Report

1 As defined in the Statement of Cash Flows


More detail on the financial key performance indicators are included on page 9.

Other key performance indicators are included in the Corporate Social Responsibility section.

Directors’indemnitiesAs permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors.

DividendsThe Directors do not recommend the payment of a dividend (2011: €nil).

EmployeesThe Group’s policies in respect of disabled employees and employee consultation are included in the Business Review on page 23.

DirectorsThe Directors of the Company who served throughout the year, except as noted, were as follows:

Tara Alhadeff appointed 7 January 2013MaximilianBiagosch resigned 7 January 2013AchimEichenlaub Martin Glenn Paul Kenyon appointed 3 July 2012Alain Le Goff resigned 28 February 2012 TaniaHowarth Luca Mignini resigned 21 January 2013Cheryl Potter Erhard Schoewel Andreas Welsch resigned 10 February 2012 AndrewWeston-Webb

Biographical details of the current Directors are shown on pages 24 and 25.

FinancialinstrumentsDetails of the Group’s financial risk objectives and policies, and of the Group’s exposure to exchange rate risk, credit risk, liquidity risk and cash flow risk are included in note 22 to the financial statements and in the Chief Financial Officer’s Review on pages 26 to 31.

PoliticalandcharitablecontributionsThe Company did not make any disclosable political or charitable donations (2011: €nil). Its subsidiaries made charitable donations of €0.1m (2011: €nil).

GoingconcernThe financial statements have been prepared on a going concern basis.

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on pages 8 to 31. The financial position of the Group, its cash flows, liquidity position and borrowing facilities, and the Group’s objectives, policies and processes for managing its capital are described in the Chief Financial Officer’s Review on pages 26 to 30 of the Business Review. In addition, note 22 to the financial statements includes the Group’s financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The Group has considerable financial resources and a stable business with a number of customers and suppliers across different geographic areas. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The Directors have made an assessment, and satisfied themselves of the Group’s ability to continue as a going concern. The key element of this assessment was that using the Group’s business plan, the Group was capable of passing its major loan covenant tests based on cash flow, interest cover, debt cover and capital expenditure. This assumption was stress tested by performing a sensitivity analysis over the base assumptions.

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of this report. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Independent auditorsThe Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditors are unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

On behalf of the Board

Paul KenyonDirector6 March 2013

Iglo Foods Holdings LimitedBuilding 5New SquareBedfont LakesFelthamMiddlesex TW14 8HAUnited Kingdom Registered number: 5879473


Financial ReviewFinancial Statements

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and parent Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable IFRSs as adopted by the European Union and IFRSs issued by IASB have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.


Independent Auditors’ Report to the Members of Iglo Foods Holdings Limited

We have audited the Group and Parent Company financial statements (the ‘‘financial statements’’) of Iglo Foods Holdings Limited for the year ended 31 December 2012 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Changes in Equity, the Consolidated and Parent Statement of Financial Position, the Consolidated Cash Flow, the Accounting Policies and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards to the Parent Company financial statements, as applied in accordance with the provision of Companies Act 2006.

Respective responsibilities of Directors and auditors

As explained more fully in the Directors’ Responsibilities Statement set out on page 34, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s and Parent Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the Group’s and Parent Company company’s affairs as at 31 December 2012 and of the Group’s loss and cash flows and Parent Company’s result for the year then ended;

• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

• the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

• the Parent Company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Martin Hodgson(Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLPChartered Accountants and Statutory AuditorsLondon March 2013

Iglo Foods Holdings Limited 36 Iglo Foods Holdings Limited Iglo Foods Holdings Limited 3636


Consolidated Income Statementfor the year ended 31 December 2012

€m Note Year Ended 31 December 2012 Year Ended 31 December 2011 Before Exceptional Group Before Exceptional Group exceptional items Total exceptional items Total items items

Revenue 1 1,572.7 - 1,572.7 1,566.3 - 1,566.3

Cost of sales (965.6) - (965.6) (968.4) - (968.4)

Gross profi t 607.1 - 607.1 597.9 - 597.9

Other operating expenses (285.7) (53.6) (339.3) (304.6) (46.4) (351.0)

Operating profi t 3, 4 321.4 (53.6) 267.8 293.3 (46.4) 246.9

Finance income 7 7.9 9.9Finance costs 7 (310.3) (332.8)

Net fi nancing costs (302.4) (322.9)

Loss before tax (34.6) (76.0)

Taxation 8 (43.5) (6.1)

Loss for the year (78.1) (82.1)

Attributable to:

Owners of the parent (78.1) (82.1)

The notes on pages 41 to 67 are an integral part of these consolidated fi nancial statements.The profi t for the Company for the year was €nil (2011: nil).

Annual Report & Financial Statements 2012 37 Annual Report & Financial Statements 2012Annual Report & Financial Statements 2012 3737

Consolidated Statement of Comprehensive Incomefor the year ended 31 December 2012

€m Note Group 2012 Group 2011


Other comprehensive (loss)/income:

Gain on hedge of net investment in foreign subsidiary 8.0 12.5

Effective portion of changes in fair value of cash fl ow hedges 20 (8.8) 14.3

Actuarial losses on defi ned benefi t pension plans 18 (24.4) (0.2)

Taxation relating to components of other comprehensive income 12 9.9 (2.4)

Other comprehensive (loss)/income for the year, net of tax (15.3) 24.2

Total comprehensive loss for the year (93.4) (57.9)

Attributable to:

Owners of the parent (93.4) (57.9)



Consolidated Statements of Changes in Equityfor the year ended 31 December 2012

Group (restated) Note Share Translation Cash fl ow Accumulated Total capital reserve hedging defi cit defi cit reserve €m €m €m €m €m

Balance at 31 December 2010 20 7.0 (58.8) (8.1) (295.3) (355.2)Loss for the year - - - (82.1) (82.1)Other comprehensive income/(loss) for the year - 12.5 12.1 (0.4) 24.2Balance at 31 December 2011 7.0 (46.3) 4.0 (377.8) (413.1)Loss for the year - - - (78.1) (78.1)Other comprehensive income/(loss) for the year - 8.0 (6.1) (17.2) (15.3)Share reduction (6.9) - - 6.9 -Balance at 31 December 2012 0.1 (38.3) (2.1) (466.2) (506.5)

Company (restated) Note Share Translation Cash fl ow Retained Total capital reserve hedging earnings equity reserve €m €m €m €m €m

Balance at 31 December 2010 and 2011 20 7.0 - - - 7.0Share reduction (6.9) - - 6.9 -Balance at 31 December 2012 0.1 - - 6.9 7.0

The notes on pages 41 to 67 are an integral part of these consolidated fi nancial statements.


€m Note Group 2012 Company 2012 Group 2011 Company 2011 (restated) (restated)

Non-current assets

Intangible assets 10 2,217.8 - 2,204.4 -

Property, plant and equipment 9 250.6 - 247.1 -

Deferred tax assets 12 65.0 - 59.4 -

Investments 11 - 7.0 - 7.0

2,533.4 7.0 2,510.9 7.0

Current assetsInventories 13 242.6 - 238.9 -

Trade and other receivables 14 65.3 - 60.5 -

Deferred borrowing costs 16 11.6 - - -

Derivative fi nancial instruments 23c 0.3 - 11.3 -

Cash and cash equivalents 15 644.1 - 805.5 -

963.9 - 1,116.2 -

Total assets 3,497.3 7.0 3,627.1 7.0

Current liabilities

Bank overdrafts 15 428.5 - 563.0 -

Trade and other payables 17 313.5 - 320.4 -

Derivative fi nancial instruments 23c 2.4 - 3.6 -

Current tax payable 11.8 - 3.6 -

Loans and borrowings 16 - - 42.6 -

Provisions 19 20.4 - 11.6 -

776.6 - 944.8 -

Non-current liabilities

Loans and borrowings 16 2,842.9 - 2,734.3 -

Employee benefi ts 18 75.2 - 51.4 -

Deferred tax liabilities 12 309.1 - 309.7 -

3,227.2 - 3,095.4 -

Total liabilities 4,003.8 - 4,040.2 -

Net (liabilities)/assets (506.5) 7.0 (413.1) 7.0

(Defi cit)/equity attributable to equity holders

Share capital 20 0.1 0.1 7.0 7.0

Translation reserve (38.3) - (46.3) -

Cash fl ow hedging reserve (2.1) - 4.0 -

(Accumulated defi cit)/retained earnings (466.2) 6.9 (377.8) -

Total (defi cit)/equity (506.5) 7.0 (413.1) 7.0


These fi nancial statements on pages 34 to 67 were approved by the Board of Directors on 6 March 2013 and were signed on its behalf by:

Paul Kenyon, Director

Consolidated Statement of Financial Positionas at 31 December 2012



Consolidated Statement of Cash Flowsfor the year ended 31 December 2012

€m Note Group 2012 Group 2011

Cash generated from operations before tax and exceptional items 21 333.3 372.2

Cash fl ows relating to exceptional items (44.5) (21.4)

Tax paid (33.7) (32.8)

Net cash fl ow from operating activities 255.1 318.0

Cash fl ows from investing activities

Cash fl ows related to original acquisition of Birds Eye and Iglo - 2.4

Cash fl ows related to acquisition of Findus Italy - (7.5)

Purchase of property, plant and equipment 9, 10 (27.4) (26.5)

Net cash used in investing activities (27.4) (31.6)

Cash fl ows from fi nancing activities

Proceeds from new loans 250.0 425.2

Repayment of loan principal (387.1) (482.4)

Payment of fi nancing fees (28.7) (7.5)

Proceeds from/(repayment of) revolving credit facility - (64.8)

Payment for interest rate cap premiums - (1.3)

Interest paid (94.4) (105.4)

Interest received 4.6 6.6

Net cash used in fi nancing activities 7 (255.6) (229.6)

Net increase in cash and cash equivalents (27.9) 56.8

Cash and cash equivalents at beginning of year 15 242.5 185.6

Effect of exchange rate fl uctuations 1.0 0.1

Cash and cash equivalents at end of year 15 215.6 242.5

There are no cash fl ows in the Parent Company



Notes

1) Accounting policiesIglo Foods Holdings Limited (the “Company”) is a company domiciled in the United Kingdom and incorporated in the United Kingdom under the Companies Act 2006 as applicable to companies using IFRS. Both the Company fi nancial statements and the Group fi nancial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”).

By publishing the Company fi nancial statements here together with the Group fi nancial statements, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual Income Statement, Statement of Comprehensive Income and related notes that form a part of these fi nancial statements.

The accounting policies set out below have, unless otherwise stated, been applied consistently.

Judgements made by the Directors in the application of these accounting policies that have a signifi cant effect on the fi nancial statements, and key sources of estimation uncertainty which have a signifi cant risk of causing a material adjustment in the next year are discussed in note 2.

a) Measurement convention The fi nancial statements are prepared on the historical cost basis with the exception of derivative fi nancial instruments, which are

stated at fair value.

b) Basis of consolidation The Group fi nancial statements consolidate the Company and its subsidiaries (together referred to as the “Group”).

Intercompany balances and profi ts or losses on intra-group transactions are eliminated. Accounting policies are applied consistently across the Group.

The Company fi nancial statements present information about the Company as a separate legal entity.

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The fi nancial statements of subsidiaries are included in the consolidated fi nancial statements from the date that control commences until the date that control ceases.

The Group uses the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition related costs are expensed as incurred.

Investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to refl ect changes in consideration arising from amendments to any contingent consideration arrangements.

c) Foreign currency These consolidated fi nancial statements are presented in Euros, which is the Company’s functional currency and the

presentation currency of the Group. All fi nancial information has been rounded to the nearest €0.1 million.

i) Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction or

where forward foreign exchange contracts have been taken out at contractual rates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate ruling at the fi nancial year end. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates the fair value was determined.

ii) Assets and liabilities of foreign operations For the purposes of presenting consolidated fi nancial statements, the assets and liabilities of foreign operations,

including goodwill and fair value adjustments arising on consolidation, are translated at foreign exchange rates ruling at the fi nancial year end date of £1:€1.23 (2011: £1:€1.19). The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions.

Financial ReviewNotes to the Financial Statements


Financial ReviewNotes to the Financial StatementsNotes to the Financial Statements

Iglo Foods Holdings Limited Iglo Foods Holdings Limited 4242

iii) Net investment in foreign operations Exchange differences arising from the translation of foreign operations, and of related qualifying hedges are taken

directly to the translation reserve within equity. They are released into the income statement upon disposal of the related foreign operation.

d) Property, plant and equipment i) Owned assets

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

ii) Leased assets Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are

classifi ed as fi nance leases. Where land and buildings are held under fi nance leases the accounting treatment of the land is considered separately from that of the buildings. Leased assets acquired by way of fi nance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses.

All other leases are classifi ed as operating leases.

iii) Depreciation Depreciation is charged to the income statement on a straight line basis over the estimated useful lives of each part

of an item of property, plant and equipment once the item is brought into use. Land is not depreciated. The estimated useful lives are as follows:

• Buildings 40years • Plantandequipment 5to14years • Computerequipment 3to5years

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

e) Goodwill Goodwill represents amounts arising on acquisition of subsidiaries and associates. Goodwill is the difference between

the cost of the acquisition and the fair value of the net identifi able assets acquired.

Goodwill is stated at cost less any accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment.

f) Other intangible assets Intangible assets acquired separately are recorded at cost and those acquired as part of a business combination are

recorded at fair value as at the date of acquisition.

i) Computer software Capitalised software costs include the cost of acquired computer software licences and costs that are directly

associated with the design, construction and testing of such software where this relates to a major business system.

Costs associated with identifying, sourcing, evaluating or maintaining computer software are recognised as an expense as incurred.

The assets are stated at cost less accumulated amortisation and impairment losses.

Software costs are amortised by equal annual instalments over their estimated useful economic life of fi ve to seven years once the software is capable of being brought into use.

ii) Brands Based on the market position of the brands, the signifi cant levels of investment in advertising and promoting the

brands, and the fact that they have been established for over 50 years, the Directors consider that the Birds Eye, iglo and Findus brands should be considered to have indefi nite lives. Therefore these brands are not amortised but instead held at historical cost less provision for any impairment.

The Directors considered that one of the brands acquired as part of the acquisitions of Findus Italy, 4Salti in Padella, does not have an indefi nite life. This brand is being amortised over 10 years.


g) Impairment of non-current assets The carrying amounts of the Group’s assets are reviewed annually to determine whether there is any indication of

impairment. If any such indication exists, the asset’s recoverable amount is estimated. Impairment losses are recognised in the income statement in the period in which they arise.

For goodwill and assets that have an indefi nite useful life an impairment review is performed at least annually.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount may not be recoverable.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.

i) Calculation of recoverable amount Recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash fl ows of the business are discounted to their present value using a discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. For an asset that does not generate largely independent cash infl ows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

ii) Allocation of impairment losses Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any

goodwill allocated to cash-generating units then any related indefi nite life intangible assets, and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the smallest identifi able group of assets that generates cash infl ows that are largely independent of the cash infl ows from other assets or groups of assets.

iii) Reversals of impairment An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no

longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

h) Inventories Inventories are stated at the lower of cost and net realisable value.

Cost is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

Provision is made for slow moving, obsolete and defective inventories.

i) Employee benefi ts i) Defi ned contribution plans Obligations for contributions to defi ned contribution pension plans are recognised as an expense in the income

statement as incurred. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in the future payments is available.

ii) Defi ned benefi t plans The Group’s net obligation in respect of defi ned benefi t pension plans and other post employment benefi ts is

calculated separately for each plan by estimating the amount of future benefi t that employees have earned in return for their service in the current and prior periods. That obligation is discounted to determine its present value, and the fair value of any plan assets (at bid price) is deducted.

The calculation is performed by a qualifi ed actuary using the projected unit credit method.

All actuarial gains and losses are recognised in the period they occur through the statement of recognised income and expense.

Past service cost is recognised immediately to the extent that the benefi ts are already vested, and otherwise amortised on a straight line basis over the average period until the benefi ts become vested.

iii) Share based payment schemes

These schemes fall within the provisions of IFRS 2 “Share Based Payments” and represent equity settled share based payments. A charge is taken to the income statement for the difference between the fair value of the shares at grant date and the amount subscribed, spread over the period until the employees have unconditional access to the benefi ts of share ownership.





iv) Other management incentive schemesIf schemes fall outside the scope of IFRS 2, since they are not related to the price or value of equity instruments, but do fall within the scope of IAS 19 “Employee Benefi ts”, an annual charge is taken over the service period based on an estimate of the amount of future benefi t employees will earn in return for their service.

j) Provisions Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, and it is

probable that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the fi nancial year end date, and are discounted to present value where the effect is material.

k) Financial instruments Financial assets and liabilities are recognised in the Group’s Statement of Financial Position when the Group becomes a party

to the contractual provisions of the instrument.

i) Trade receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using

the effective interest method, less any impairment. Since trade receivables are due within one year, this equates to initial carrying value less any impairment.

Appropriate allowances for estimated irrecoverable amounts are recognised in profi t or loss when there is objective evidence that the asset is impaired.

Trade receivables are presented net of customer rebate balances.

ii) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and

form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows only.

iii) Loans and borrowings

(i) Valuation Interest bearing borrowings are recognised initially at fair value less attributable transaction costs.

Subsequent to initial recognition, interest bearing loans and borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the expected period of the borrowings on a straight line basis.

(ii) Capitalisation of borrowing costs Costs incurred in securing borrowings are carried at cost and shown as a reduction in borrowings and amortised over

the expected life of the loan.

iv) Trade payables Trade payables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the

effective interest method. Since trade payables are largely due within one year, this equates to initial carrying value.

v) Derivative fi nancial instruments and hedge accounting Derivative fi nancial instruments are recognised at fair value. When a derivative fi nancial instrument is not designated in a

hedge relationship that qualifi es for hedge accounting, all changes in its fair value are recognised immediately in profi t or loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.

The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the fi nancial year end date, taking into account current interest rates and the current creditworthiness of the swap counterparties.

The fair value of interest rate caps represents the present value of the premium that would be paid if the transactions were entered into at the fi nancial year end date.

The fair value of forward exchange contracts is their quoted market price at the fi nancial year end date, being the present value of the quoted forward price.

(i) Cash fl ow hedges Where a derivative fi nancial instrument is designated as a hedge of the variability in cash fl ows of a recognised asset

or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative fi nancial instrument is recognised directly in the cash fl ow hedging reserve. Any ineffective portion of the hedge is recognised immediately in the income statement.


When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised in the income statement immediately.

(ii) Net investment hedges Foreign currency differences arising on the retranslation of a fi nancial liability designated as a hedge of a net

investment in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective, and are presented in the translation reserve within equity. To the extent that the hedge is ineffective, such differences are recognised in profi t or loss. When the hedged net investment is disposed of, the relevant amount in the translation reserve is transferred to profi t or loss as part of the gain or loss on disposal.

l) Revenue Revenue comprises sales of goods after deduction of discounts and sales taxes. It does not include sales between Group

companies. Discounts given by the Group include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. At each fi nancial year end date any discount incurred but not yet invoiced is estimated and accrued.

Revenue is recognised when the risks and rewards of the underlying products have been transferred to the customer. The timing of the transfer of risks and rewards varies depending on the individual terms of the sales agreement, usually being on receipt of goods by the customer.

Interest income is recognised in profi t or loss in the period in which it is earned.

m) Expenses i) Operating lease payments Payments made under operating leases are recognised in the income statement on a straight line basis over the term

of the lease. Lease incentives received are recognised on a straight line basis in the income statement as an integral part of the total lease expense.

ii) Borrowing costs Unless capitalised as part of the cost of borrowing (see (k)(iii)), borrowing costs are recognised in the income

statement in the period in which they are incurred.

iii) Exceptional items The separate reporting of non recurring exceptional items, which are presented as exceptional within the relevant

income statement category, helps provide an indication of the Group’s underlying business performance. Exceptional items comprise restructuring costs, impairments or reversal of impairments of intangible assets, operational restructuring, integration and acquisition costs relating to new acquisitions, investigation of strategic opportunities, costs relating to certain management incentive plans and other signifi cant items that are nonrecurring in nature.

iv) Research and development Expenditure on research activities is recognised in the income statement as an expense as incurred.

n) Taxation Tax on the profi t or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except

to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the fi nancial year end date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities recognised for fi nancial reporting purposes and the amounts used for taxation purposes on an undiscounted basis. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profi t other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the fi nancial year end date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profi ts will be available against which the asset can be utilised.

o) New IFRS not yet adopted At the date of authorisation of these fi nancial statements, the following Standards and Interpretations which have not

been applied in these fi nancial statements were in issue but not yet effective:

Amendment to IAS 19: Employee benefi ts





Amendment to IAS 1: ‘Financial statement presentation’

IFRS 10: Consolidated fi nancial statements

IFRS 12: Disclosure of interests in other entities

IFRS 13: Fair value measurement

IAS 27 (revised 2011) ‘Separate fi nancial statements’

Amendment to IFRS 7:‘Financial instruments: Disclosures’

Amendment to IAS 32: ‘Financial instruments: Presentation’

The Directors anticipate that the adoption in future periods of these Standards and Interpretations where they are relevant to the Group will have no material impact on the fi nancial statements of the Group.

2) Accounting estimates The key sources of estimation uncertainty at the fi nancial year end date are discussed below:

a) Carrying value of goodwill and brands Determining whether goodwill and brands are impaired requires an estimation of the value in use of the cash generating

units to which goodwill and brands have been allocated. The value in use calculation requires the entity to estimate the future cash fl ows expected to arise from each cash generating unit and a suitable discount rate in order to calculate present value. Details of impairment reviews are provided in note 10.

b) Fair value of derivative fi nancial instruments Note 23(c) includes details of the fair value of the derivative instruments that the Group holds at 31 December 2012.

Management has estimated the fair value of these instruments by using valuations based on discounted cash fl ow calculations.

c) Employee benefi t obligation A signifi cant number of estimates are required to calculate the fair value of the retirement benefi t obligation at year end.

Note 19 contain details of these assumptions, and the calculation is performed by qualifi ed actuaries.

d) Discounts Discounts given by the Group include rebates, price reductions and incentives given to customers, promotional couponing

and trade communication costs.

At each fi nancial year end date any discount incurred but not yet invoiced is estimated, based on historical trends and rebate contracts with customers, and accrued.


3) Operating profi tOperating profi t is stated after charging/(crediting):

2012 2011 €m €m

Staff costs (note 5) 191.3 170.2

Depreciation of property, plant and equipment (note 9) 24.5 27.6

Impairment of property, plant and equipment (note 9) 1.3 -

Impairment of goodwill and brand (note 10) - 21.1

Amortisation of software (note 10) 3.3 2.6

Amortisation of brands (note 10) 1.1 1.1

Operating lease charges 7.6 7.0

Exchange gains (4.5) (2.6)

Research & development 12.4 12.1

Auditors remuneration

2012 2011 €m €m

Audit fees 0.9 1.0

Other non audit assurance services 0.8 0.6

Taxation services 0.2 0.7

Services relating to remuneration - 0.1

Corporate fi nance services 1.6 1.2

Total non audit fees 2.6 2.6

4) Exceptional itemsExceptional items are made up as follows:

2012 2011 €m €m

Costs related to acquisition and integration of CSI 17.8 19.6

Other operational restructuring costs 3.1 0.8

Investigation of strategic opportunities and other items 14.8 4.9

Bonuses paid to management (note 5ii) 17.9 -

Impairment of goodwill and brand - 21.1

Total exceptional items 53.6 46.4

The acquisition and integration costs were incurred as a result of the acquisition of CSI. The integration costs principally relate to IT costs and the restructuring of factory operations. An additional €3.1million relates to restructuring factory operations on other countries.

Investigation of strategic opportunities and other items includes costs related to the sale process undertaken in the year and the refi nancing of the Group completed in November 2012. Additionally, as part of this refi nancing, a portion of Investor Loan Notes were repaid and a bonus was paid to management.

In 2011, an impairment charge of €21.1m was recognised. This represents the full write down of the goodwill and partial write down of the brand value of the Portuguese operation.





5) Staff numbers and costsThe average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:

Group 2012 Group 2011 Number of employees

Production 1,799 1,929

Administration, distribution & sales 1,062 1,012

Total 2,861 2,941

The aggregate payroll costs of these persons were as follows:

Group 2012 Group 2011 €m €m

Wages and salaries 157.0 137.7

Social security costs 28.2 26.5

Other pension costs 6.1 6.0

Total 191.3 170.2

i) Share based payments In current and prior years, certain employees of the Group have been offered the opportunity to participate in one of

several share schemes via which they could subscribe for shares of BEIG LP Incorporated, the ultimate controlling party of the Group.

These schemes fall within the provisions of IFRS 2 “Share Based Payments” and represent equity settled share based payments. A charge is taken to the income statement for the difference between the fair value of the shares at grant date and the amount subscribed, spread over the period until the employees have unconditional access to the benefi ts of share ownership.

Employees paid par value for the shares acquired. Using a number of external measures, par value has been calculated as equating to fair value and therefore there is no charge to the income statement in relation to these shares.

ii) Management incentive schemes Management participate in certain incentive schemes. €17.9m was charged to the Income Statement during the year

relating to these incentive schemes (note 4) and further payments may be made in future years. There is uncertainty around the date the schemes will mature and the amount payable at that time. An estimate has been made and a charge will be booked to the Income Statement accordingly.

6) Directors’ emoluments

Company 2012 Company 2011 €m €m

Emoluments 11.9 4.2

Company contributions to money purchase pension plans 0.1 0.1

Compensation for loss of offi ce - 0.4

Total 12.0 4.7

2012 2011

Number of Directors

Retirement benefi ts are accruing to the following number of Directors under:

Money purchase schemes 4 4

Remuneration of the highest paid Director:

2012 2011 €m €m

Emoluments 4.4 1.0


7) Finance income and costs

2012 2011 €m €m

Interest income 4.6 6.6

Expected return on defi ned benefi t pension plan assets 3.3 3.3

Finance income 7.9 9.9

Capitalised interest (192.4) (169.7)

Cash paid interest expense (95.5) (122.7)

Interest on defi ned benefi t pension plan obligation (5.7) (5.9)

Amortisation of borrowing costs (7.1) (13.6)

Net foreign exchange arising on retranslation of fi nancial assets & liabilities (6.2) (13.4)

Financing costs incurred in amendment of terms of debt (3.4) (7.5)

Finance costs (310.3) (332.8)

Net fi nance costs (302.4) (322.9)

8) Taxation

2012 2011 €m €m

Current tax expense 42.0 25.3

Deferred tax expense (note 12) 1.5 (19.2)

Total tax expense in income statement 43.5 6.1

Reconciliation of effective tax rate:

2012 2011 €m €m

Loss before tax (34.6) (76.0)

Tax credit used in the UK corporation tax rate 24.5% (2011: 26.5%) (8.5) (20.1)

Non tax deductible interest 33.7 32.1

Provision for uncertainties 11.8 -

Other income and expenses not taxable or deductible 8.0 9.7

Difference in tax rates 6.7 3.1

Transfer to/(from) unrecognised tax assets 2.4 (8.6)

Impact of change in deferred tax rates (10.6) (10.1)

Total tax expense in income statement 43.5 6.1

Where tax exposures can be quantifi ed, an accrual is made based on best estimates and management’s judgements. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), Iglo Group could in future periods experience adjustments to these accruals.

Iglo Group operates in many different jurisdictions and, in some of these, certain matters are under discussion with local tax authorities. These discussions are often complex and can take many years to resolve. Accruals for tax contingencies require management to make estimates and judgements with respect to the ultimate outcome of a tax audit, and actual results could vary from these estimates.

Management believes that Iglo Group’s position on all open matters is robust and that Iglo Group is appropriately provided.

During the year, the standard rate of corporation tax in the UK changed from 26% to 24% with effect from 1 April 2012.

In addition to the change in rate of UK corporation tax disclosed above, a number of further changes to UK corporation tax rates were announced in the March 2012 Budget and December 2012 Autumn Statements. There will now be a further reduction of 1% to 23% with effect from 1 April 2013, and a further proposed reduction of 2% to 21% by 1 April 2014. The reduction to 23% had been substantively enacted by the year end date and is refl ected in these fi nancial statements. The further reduction to 21% however had not been substantively enacted at the year end date and, therefore, has not been refl ected in these fi nancial statements.





9) Property, plant and equipment

Group Land and Plant and Computer Total buildings equipment equipment €m €m €m €m

Cost

Balance at 31 December 2010 126.2 204.2 8.8 339.2

Additions 1.5 20.0 1.7 23.2

Disposals (0.1) (0.3) - (0.4)

Effect of movements in foreign exchange 0.8 1.2 - 2.0


Additions 2.7 24.6 0.1 27.4

Disposals - (0.9) - (0.9)



Accumulated depreciation and impairment


Depreciation charge for the period 4.5 20.9 2.2 27.6

Disposals (0.1) (0.2) - (0.3)



Depreciation charge for the period 4.5 17.3 2.7 24.5

Disposals - (0.9) - (0.9)

Impairment - 1.3 - 1.3



Net book value 31 December 2012 106.4 143.1 1.1 250.6



SecurityBorrowings have been provided by a syndicate of third party lenders. The syndicate members have security over the assets of the guarantor group, which consists of those companies which individually have more than 5% of consolidated gross assets or EBITDA of the Group and in total comprise more than 80% of consolidated gross assets or EBITDA at any testing date.


10) Intangible assets

Group Computer Goodwill Brands software Total €m €m €m €m

Cost

Balance at 31 December 2010 919.8 1,309.2 16.5 2,245.5

Additions - - 3.4 3.4



Additions - - 0.1 0.1



Accumulated amortisation & Impairment


Amortisation for the period - 1.1 2.6 3.7

Impairment (note 4) 13.1 8.0 - 21.1


Amortisation for the period - 1.1 3.3 4.4


Net book value 31 December 2012 905.0 1,304.7 8.1 2,217.8



Amortisation of €4.4 million (2011: €3.7 million) is included in ‘other operating expenses’ in the income statement.

Goodwill and brand values have been allocated to cash generating units or groups of cash generating units as follows:

Goodwill Brand 2012 2011 2012 2011 €m €m €m €m

United Kingdom and Ireland 263.3 256.9 470.1 458.8

Total Birds Eye 263.3 256.9 470.1 458.8

Germany 159.9 159.9 210.0 210.0

Austria 63.9 63.9 100.0 100.0

Other countries 48.8 48.8 102.0 102.0

Total Iglo 272.6 272.6 412.0 412.0

Italy 369.1 369.1 422.6 423.7

Total Findus 369.1 369.1 422.6 423.7

Total 905.0 898.6 1,304.7 1,294.5

The United Kingdom and Ireland is now considered one cash generating unit as a result of the way in which the UK and Irish business is run.

The Group’s goodwill and brand values have been allocated based on the enterprise value at acquisition of each cash-generating unit (“CGU”). As required by IAS 36 “Impairment of Assets”, an annual review of the carrying amount of the goodwill and the indefi nite life brands is carried out to identify whether there is any impairment to these carrying values. This is done by means of comparison of the carrying values to the value in use of the business.

Key assumptions The values for the key assumptions were arrived at by taking into consideration detailed historical information and comparison to external sources where appropriate, such as market rates for discount factors.





Budgeted cash fl ows The calculation of value in use has been based on the cash fl ows forecast in the 2013 budget and applying the strategic plan assumptions for the subsequent three years, both prepared and approved by management. Beyond this, a cash fl ow growth rate of 0.5% p.a. has been assumed for each territory, this being a reasonable estimate of future growth in the territories in which we operate.

Discount rate A pre tax discount rate of between 7.1% and 9.9% (2011: 9.0% and 12.7%) was applied to the cash fl ows depending on the risk attributed to businesses in each territory.

As a result of the impairment review, management have determined that no impairment is required.

Sensitivity to changes in assumptionsManagement have ascertained that the calculation of value in use is sensitive to changes in the discount rate used, and have considered the impact of increases in the discount rate used. At discount rates between 11.1% and 17.6%, depending on territory, the value in use would equal the carrying value.

11) InvestmentsThe Company has investments in the following subsidiaries:

2012 2011 €m €mSubsidiaries 7.0 7.0

The Company has investments in the following subsidiaries:

Subsidiaries Activity Country of Class of Ownership incorporation shares held 2012

Direct investments

Iglo Foods Holdco Limited Holding England Ordinary 100%

Indirect investments

Iglo Foods Finco Limited Holding England Ordinary 100%

Iglo Foods Midco Limited Holding/ management England Ordinary 100%

Iglo Foods Group Limited Trading England Ordinary 100%

Iglo Holding GmbH Holding Germany Ordinary 100%

Liberator Germany Newco GmbH Property Germany Ordinary 100%

Frozen Fish International GmbH Trading Germany Ordinary 100%

Frozen Food Trading GmbH Non-trading Germany Ordinary 100%

Iglo GmbH Trading Germany Ordinary 100%

Iglo Services GmbH Non-trading Germany Ordinary 100%

Birds Eye Ipco Limited Non-trading England Ordinary 100%

Birds Eye Limited Trading England Ordinary 100%

Birds Eye Foods Limited Non-trading England Ordinary 100%

C.S.I. Compagnia Surgelati Italiana S.R.L Trading Italy Ordinary 100%

Iglo Austria Holdings GmbH Holding Austria Ordinary 100%

Iglo Austria GmbH Trading Austria Ordinary 100%

Iglo France S.A.S. Trading France Ordinary 100%

Iglo Belgium S.A. Trading Belgium Ordinary 100%

Iglo Netherland B.V. Trading Netherlands Ordinary 100%

Iglo Portugal Trading Portugal Ordinary 100%

Birds Eye Ireland Limited Trading Republic of Ireland Ordinary 100%

Iglo Dondurulmus Gida Hizmetleri Limited Sirketi Trading Turkey Ordinary 100%

Limited Liability Company Iglo Trading Russia Ordinary 100%

Iglo Foods Finance Limited Finance England Ordinary 100%


12) Deferred tax assets and liabilitiesRecognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Group Assets Liabilities Total Assets Liabilities Total 2012 2012 2012 2011 2011 2011 €m €m €m €m €m €m

Property, plant and equipment 5.3 (23.0) (17.7) 2.6 (27.5) (24.9)

Intangible assets 2.8 (281.1) (278.3) 1.8 (277.9) (276.1)

Employee benefi ts 9.3 - 9.3 3.1 - 3.1

Tax value of loss carry forwards 39.4 - 39.4 44.0 - 44.0

Derivative fi nancial instruments 1.1 - 1.1 2.1 (2.9) (0.8)

Other 7.1 (5.0) 2.1 5.8 (1.4) 4.4

Tax assets/(liabilities) 65.0 (309.1) (244.1) 59.4 (309.7) (250.3)

Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefi t through future taxable profi ts is probable. The losses arise as a result of both trading and non trading losses in Group entities and are expected to be utilised within fi ve years or less.

Deferred tax assets that the Group has not recognised in the fi nancial statements amount to €11.0 million (2011: €8.1 million). These deferred tax assets have not been recognised as the timing of recovery is uncertain and do not start to expire until 2016.

The aggregate deferred tax relating to items that have been credited directly to equity is €2.8 million (2011: charge of €7.1 million).

Movement in deferred tax during the period:

2012 Opening balance Movement in Recognised in Recognised 31 December as at 1 January foreign exchange income in equity 2012 2012 on opening balance statement €m €m €m €m €m

Property, plant and equipment (24.9) (0.1) 7.3 - (17.7)

Intangible assets (276.1) (1.6) (0.6) - (278.3)

Employee benefi ts 3.1 - (1.1) 7.3 9.3

Tax value of loss carry forwards 44.0 0.1 (4.7) - 39.4

Derivative fi nancial instruments (0.8) - (0.7) 2.6 1.1

Other 4.4 (0.6) (1.7) - 2.1

Total (250.3) (2.2) (1.5) 9.9 (244.1)

2011 Opening balance Movement in Recognised in Recognised 31 December as at 1 January foreign exchange income in equity 2011 2011 on opening balance statement €m €m €m €m €m

Property, plant and equipment (26.0) (0.1) 1.2 - (24.9)

Intangible assets (273.7) (1.3) (1.1) - (276.1)

Inventories (1.3) - 1.3 - -

Employee benefi ts 1.3 - 1.8 - 3.1

Tax value of loss carry forwards 27.3 (0.1) 16.8 - 44.0

Derivative fi nancial instruments 2.2 - (0.6) (2.4) (0.8)

Other 4.6 - (0.2) - 4.4

Total (265.6) (1.5) 19.2 (2.4) (250.3)





13) Inventories


Raw materials and consumables 64.7 59.6

Work in progress 33.8 42.0

Finished goods and goods for resale 144.1 137.3

Total 242.6 238.9

During the year €4.0 million (2011: €5.3 million) was charged to the income statement for the write down of inventories. During the year €950.7 million (2011: €954.8 million) of inventories was recognised as an expense within cost of goods sold.

14) Trade and other receivables


Trade receivables 41.8 43.6

Prepayments and accrued income 1.4 2.0

Other 22.1 14.9

Total 65.3 60.5

Trade receivables, prepayments and other receivables are expected to be recovered in less than 12 months.

The ageing of trade receivables is detailed below:

Group 2012 Group 2011

Gross Impaired Net Gross Impaired Net €m €m €m €m €m €m

Not past due 142.7 - 142.7 154.0 - 154.0

Past due less than 1 month 31.9 - 31.9 48.9 - 48.9

Past due 1 to 3 months 8.0 - 8.0 13.3 - 13.3

Past due 3 to 6 months 0.1 - 0.1 2.2 - 2.2

Past due more than 6 months 3.1 (1.2) 1.9 1.9 (1.3) 0.6

Sub-total 185.8 (1.2) 184.6 220.3 (1.3) 219.0

Reduction in trade-terms (142.8) (175.4)

Total 41.8 43.6

All impaired trade receivables have been provided to the extent that they are believed not to be recoverable.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable. The Group does not hold any collateral as security.

15) Cash and cash equivalents/Bank overdrafts


Cash and cash equivalents 644.1 805.5

Bank overdrafts (428.5) (563.0)

Cash and cash equivalents per statement of cash fl ows 215.6 242.5

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows only. The Group use a notional cash pooling system where funds are considered on a net basis and grouped together as cash and cash equivalents.


16) Loans and borrowingsThe repayment profi le of the syndicated and other loans held by the Group is as follows:

2012 2011 €m €m

Current (assets)/liabilities

Syndicated and other loans - 48.8

Less capitalised borrowing costs to be amortised within 1 year (11.6) (6.2)

Total due in less than one year (11.6) 42.6

Non current liabilities

Syndicated and other loans 2,876.4 2,755.0

Less deferred borrowing costs to be amortised in 2-5 yrs (33.5) (20.7)

Total due after more than one year 2,842.9 2,734.3

A more detailed analysis of the repayment profi le of the loans is included in note 22.

The table below shows details of individual loans:


Non current liabilities – syndicated and other loans

Senior A EUR - 18.6

Senior B EUR 49.1 256.2

Senior C EUR 31.7 216.3

Senior D EUR 23.3 500.0

Senior A GBP - 7.6

Senior B GBP 22.7 94.8

Senior C GBP 22.7 94.8

Senior E GBP 7.6 415.4

Senior F EUR 811.1 -

Senior G GBP 599.5 -

Senior I EUR 276.7 -

German government loan 0.2 0.2

Class A loan notes EUR 104.2 115.9

Class B loan notes EUR 750.0 834.0

Class C loan notes EUR 0.9 1.0

Class G loan notes EUR 176.7 200.2

Less deferred borrowing costs to be amortised in 2 - 5 years (33.5) (20.7)

Total 2,842.9 2,734.3

Current liabilities – syndicated and other loans

Senior A EUR - 16.5

Senior E EUR - 32.3

Less deferred borrowing costs to be amortised within 1 year (11.6) (6.2)

Total (11.6) 42.6

Total borrowings 2,831.3 2,776.9

Borrowings under the syndicated loan facility 1,799.3 1,625.6

During the year, the syndicate of banks holding the Group’s debt consented to an amendment of the Group’s debt facility. This allowed the Group to extend the repayment date of 88% of the Group’s debt to 2017 and 2018 through new tranches of Senior debt, draw down of a new tranche of Senior debt, and repay a portion of the Investor Loan Notes.

The Senior F and G loans issued are repayable in October 2017. The Senior I debt is repayable in January 2018.

During the year, €311.7 million of Class A, B, C and G Investor Loan Notes were repaid.

In addition to the new loans, the existing revolving credit facility was replaced with a new €120.0 million facility. As at the year end €2.0 million has been utilised for letters of credit, customer bonds and bank guarantees. This facility is available until December 2016.





During the prior year the Group repaid Mezzanine debt and replaced this with an additional tranche of Senior debt at a lower interest rate. The drawn down portion of the Group’s revolving credit facility was also repaid during the prior year.

Interest on the loan notes is not paid in cash but is added to the principal of the drawn down amounts.

With the exception of the loan notes, which have a fi xed interest rate until maturity in 2020 (extended from 2016 during the year), the interest rate on all other loans is repriced within one year to the relevant Euribor or Libor rate.

The syndicate members have security over the assets of the guarantor group, which consists of those companies which individually have more than 5% of consolidated gross assets or EBITDA of the Group and in total comprise more than 80% of consolidated gross assets or EBITDA at any testing date.

17) Trade and other payables

Group 2012 Group 2011 €m €m (restated)

Trade payables 263.5 274.0

Accruals and deferred income 35.6 32.1

Social security and other taxes 9.0 6.7

Other payables 2.9 2.5

Financial payables 2.5 2.2

Short term employee benefi ts (note 18) - 2.9

Total trade and other payables due in less than one year 313.5 320.4

18) Employee benefi tsThe Group operates defi ned benefi t pension plans in Germany, Italy and Austria as well as various defi ned contribution plans in other countries. The defi ned benefi t pension plans are partially funded in Germany and Austria and unfunded in Italy. In addition, an unfunded post retirement medical plan is operated in Austria. In Germany and Italy long term service awards are in operation and various other countries provide other employee benefi ts.


Total employee benefi ts - Germany 66.3 42.7

Total employee benefi ts - Austria 2.3 1.7

Total employee benefi ts - Italy 6.0 6.5

Subtotal 74.6 50.9

Total net employee benefi ts – other countries 0.6 0.5

Total net employee benefi ts 75.2 51.4

The obligation of €0.6 million (2011: €0.5 million) in respect of other countries is the aggregate of a large number of different types of minor schemes, each one not being considered material. Consequently detailed disclosure of these schemes is not provided.


The amount included in the Statement of Financial Position arising from the Group’s obligations in respect of its defi ned benefi t retirement plans and post employment benefi ts is as follows:

Defi ned benefi t Post employment Total retirement plans medical benefi ts and other benefi ts 2012 2011 2012 2011 2012 2011 €m €m €m €m €m €m

Present value of unfunded defi ned benefi t obligations 7.0 7.4 5.3 4.6 12.3 12.0

Present value of funded defi ned benefi t obligations 138.6 109.5 - - 138.6 109.5

Present value of defi ned benefi t obligations 145.6 116.9 5.3 4.6 150.9 121.5

Fair value of plan assets (76.4) (70.8) - - (76.4) (70.8)

Amount not recognised due to asset ceiling 0.1 0.2 - - 0.1 0.2

Recognised liability for defi ned benefi t obligations 69.3 46.3 5.3 4.6 74.6 50.9

Movements in present value of defi ned benefi t obligation:


Opening balance 1 January 116.9 119.8 4.6 4.4 121.5 124.2

Current service cost 1.6 1.6 0.6 0.1 2.2 1.7

Interest cost 5.6 5.7 0.1 0.2 5.7 5.9

Actuarial losses/(gains) 28.2 (0.5) - - 28.2 (0.5)

Short term employee benefi ts (note 17) - (2.9) - - - (2.9)

Benefi ts paid (7.2) (7.4) - - (7.2) (7.4)

Contributions by members 0.5 0.6 - (0.1) 0.5 0.5

As at 31 December 145.6 116.9 5.3 4.6 150.9 121.5

Movements in fair value of plan assets of defi ned benefi t retirement plans:

2012 2011 €m €m

Opening balance 1 January 70.8 69.3

Expected return on assets 3.3 3.3

Actuarial gains/(losses) 3.7 (0.7)

Contributions by employer 0.6 0.6

Contributions by members 0.5 0.6

Benefi ts paid (2.5) (2.3)

At 31 December 76.4 70.8

Expense recognised in the consolidated income statement:


Current service cost 1.6 1.6 0.6 0.1 2.2 1.7

Interest on defi ned benefi t pension plan obligation 5.6 5.7 0.1 0.2 5.7 5.9

Expected return on defi ned benefi t pension plan assets (3.3) (3.3) - - (3.3) (3.3)

Total 3.9 4.0 0.7 0.3 4.6 4.3





The expense is recognised in the following lines in the consolidated income statement:


Cost of sales 1.4 1.4 0.6 - 2.0 1.4

Other operating expenses 0.2 0.2 - 0.1 0.2 0.3

Finance income (3.3) (3.3) - - (3.3) (3.3)

Finance cost 5.6 5.7 0.1 0.2 5.7 5.9

Total 3.9 4.0 0.7 0.3 4.6 4.3

Amount recognised in the consolidated statement of comprehensive income:


Actuarial (losses)/gains on defi ned benefi t obligation (28.2) 0.5 - - (28.2) 0.5

Actuarial gains/(losses) on plan assets 3.7 (0.7) - - 3.7 (0.7)

Reversal of effect of limit on amount recognised as asset in prior year 0.1 - - 0.1 -

Total (24.4) (0.2) - - (24.4) (0.2)

2012 2011 €m €m

Cumulative amount of actuarial (losses)/gains recognised in statement of comprehensive income (7.8) 16.6

The fair value of the plan assets and the return on those assets were as follows:

2012 2011 €m €m

Equities 5.1 5.8

Debt instruments 59.1 53.7

Property 8.6 7.8

Other 3.6 3.5

Total 76.4 70.8

Actual return on plan assets 7.0 2.6

Principal actuarial assumptions at the year end were as follows:

Defi ned benefi t Post employment retirement plans medical benefi ts and other benefi ts 2012 2012 2012 2012 2012 Germany Austria Italy Germany Austria

Discount rate 3.6% 3.8% 3.3% 3.6% 3.8%

Infl ation rate 2.0% - 2.0% 2.0% -

Rate of increase in salaries 2.7% 3.0% 4.0% 2.7% 3.0%

Rate of increase for pensions in payment 2.0% 1.8% - - -

Long term medical cost of infl ation - - - - 4.5%

Expected rate of return on plan assets 4.7% 3.8% - - -


Defi ned benefi t Post employment retirement plans medical benefi ts and other benefi ts 2011 2011 2011 2011 2011 Germany Austria Italy Germany Austria

Discount rate 5.0% 4.8% 4.3% 5.0% 4.8%

Infl ation rate 2.0% - 2.0% 2.0% -

Rate of increase in salaries 2.7% 3.0% 4.0% 2.7% 3.0%

Rate of increase for pensions in payment 2.0% 1.8% - - -

Long term medical cost of infl ation - - - - 4.5%

Expected rate of return on plan assets 4.9% 4.3% - - -

The expected rate of return on plan assets was determined, based on actuarial advice, by a process that takes the long term rates of return on government bonds available at the fi nancial year end date and applies to these rates suitable risk premiums that take account of historical market returns and current market long-term expectations for each asset class.

The present value of defi ned benefi t obligations and fair value of plan assets have increased from the prior year. The increase in the obligation is caused by the fall in discount rates in all territories as a result of a fall in the market yields on high quality corporate bonds.

In valuing the liabilities of the pension fund at 31 December 2012, mortality assumptions have been made as indicated below. The assumptions relating to longevity underlying the pension liabilities at the fi nancial year end date are based on standard actuarial mortality tables and include an allowance for future improvements in longevity. The assumptions are based on the following mortality tables:

• Germany: Richttafeln 2005 • Austria : AVO 2008• Italy: ISTAT2002 M

These three references are to the specifi c standard rates of mortality that are published and widely used in each country for the use of actuarial assessment of pension liabilities and take account of local current and future average life expectancy.

These tables translate into an average life expectancy in years for a pensioner retiring at age 65:

2012 2012 2012 Germany Austria Italy

Retiring at the end of the year:-Male 19 20 17-Female 23 24 21

Retiring 20 years after the end of the year:-Male 22 23 17-Female 26 26 21

The fi ve year history of experience adjustments for the defi ned benefi t retirement plans is as follows:

2012 2011 2010 2009 2008 €m €m €m €m €m

Present value of defi ned benefi t obligations 145.6 116.9 119.8 104.8 89.6

Fair value of plan assets (76.4) (70.8) (69.4) (67.2) (66.9)

Asset ceiling 0.1 0.2 0.2 0.3 1.4

Recognised liability in the scheme 69.3 46.3 50.6 37.9 24.1

Experience adjustments on scheme liabilities 22.9 (0.1) 3.1 13.6 0.2

Experience adjustments on scheme assets 3.7 (0.2) 3.1 3.2 0.8





Post employment medical benefi ts – sensitivity analysisThe effect of a 1% movement in the assumed medical cost trend rate is as follows:

2012 Increase Decrease €m €m

Effect on the aggregate of the current service and interest cost - -Effect on the post employment benefi t obligation 0.2 0.2

2011 Increase Decrease €m €m

Effect on the aggregate of the current service and interest cost - -Effect on the post employment benefi t obligation 0.2 0.1

Defi ned contribution plans The Group operates a number of defi ned contribution pension plans. The total expense relating to these plans in the current period was €4.5 million (2011:€4.3 million).

19) Provisions

Group €m

Balance at 31 December 2011 11.6

Additional provision in the year 17.4

Utilisation of provision (8.6)

Balance at 31 December 2012 20.4

Of the total provision balance, €11.2 million relates to committed plans for certain operational restructuring activities which are due to be completed within the next 12 months. The amounts have been provided based on information available on the likely expenditure required to complete the committed plans.

The remainder relates principally to CSI for potential obligations under Italian law for three principal items: a legal case involving disputed overtime entitlement, obligations potentially payable to agents of the Company and a provision for the scrapping of freezer cabinets.

20) Share capital and reserves

The Company issued 976,585 shares of €1 in the year ended 31 December 2010 which were properly included in the Company's Annual Return but which had not been recorded in the Company's accounting records. The shares were issued to BEIG LP Incorporated at par. The fi nancial statement items that are affected are as follows:

Group 31 December 2011 As reported As restated €m €m

Share capital 6.0 7.0

Total defi cit (414.1) (413.1)

Trade and other payables 321.3 320.4

Net liabilities (414.1) (413.1)

During the year, the Board of Directors approved the reduction of existing nominal value of ordinary shares in the Company from €1.00 to €0.01 each. At the same time new €1.00 ‘H’ shares were issued to management with 145 voting rights per share but no economic rights.

2012 2011 €m €m

Ordinary shares of £0.01 each - -

Ordinary 'E' and 'F' shares of €0.01 each (2011: €1 each) 0.1 7.0

Ordinary 'H' shares of €1 each - -

Total 0.1 7.0

Shares classifi ed in shareholders funds 0.1 7.0

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.


The Group has the following reserves:

Translation reserveThe translation reserve comprises all foreign exchange differences arising from the translation of the fi nancial statements of foreign operations, as well as from the translation of liabilities that hedge the Company’s net investment in a foreign subsidiary.

Cash fl ow hedging reserveThe hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash fl ow hedging instruments related to hedged transactions that have not yet occurred.

The table below shows the movement in the cash fl ow hedging reserve during the year, including the gains or losses arising on the revaluation of hedging instruments during the year and the amount reclassifi ed from other comprehensive income to the income statement in the year.

2012 2011 €m €m

Gains/(losses) arising during the year (6.6) 9.2

Less: Reclassifi cation adjustments for gains/(losses) included in profi t or loss (2.2) 5.2

Total (8.8) 14.3

21) Cashfl ows from operating activities

Note Group Group 2012 2011 €m €mCash fl ows from operating activities


Adjustments for:

Exceptional items 4 53.6 46.4

Depreciation and amortisation 9, 10 28.9 31.3

Loss on disposal of property, plant and equipment - 0.1

Finance costs 7 310.3 332.8

Finance income 7 (7.9) (9.9)

Taxation 8 43.5 6.1

Operating cashfl ow before changes in working capital, provisions and exceptional items 350.3 324.7

(Increase)/decrease in trade and other receivables (5.8) 51.8

(Increase)/decrease in inventories (2.2) (7.3)

(Decrease)/increase in trade and other payables (5.5) 7.0

Decrease in employee benefi t and other provisions (3.5) (4.0)

Cash generated from operations before tax and exceptional items 333.3 372.2





22) Financial risk managementa) Overall risk management policy The Group’s activities expose it to a variety of fi nancial risks, including currency risk, interest rate risk, credit risk and

liquidity risk.

The Group’s overall risk management programme focuses on minimising potential adverse effects on the Group’s fi nancial performance. The Group uses derivative fi nancial instruments to hedge certain risk exposures.

Risk management is led by senior management and is mainly carried out by a central treasury department which identifi es, evaluates and hedges fi nancial risks in close cooperation with the Group’s operating units.

Details of capital risk management objectives are contained in the Chief Financial Offi cer’s Review.

b) Market risk (including currency risk and interest rate risk) In managing market risks, the Group aims to minimise the impact of short term fl uctuations on the Group’s earnings.

Over the longer term, however, permanent changes in foreign exchange rates and interest rates will have an impact on consolidated earnings.

Currency risk Foreign currency risk on assets and liabilities in currencies other than functional currency

Description The Group is exposed to foreign exchange risk arising from the retranslation of assets and liabilities in currencies other than the functional currency of each company in the Group. This affects particularly the Sterling loans and overdraft balances.

The GBP value of these liabilities is retranslated at closing exchange rates into Euro for inclusion in the fi nancial statements. Fluctuations in the value of these liabilities are caused by variation in the closing GBP-EUR exchange rate.

Mitigation & Impact on Statement of Financial Position / Equity / Income Statement

100% of the Group’s GBP loans are designated as hedges against the Group’s investment in its subsidiaries in the UK. As at 31 December 2012, this represented 68% of the net assets of the UK businesses (2011: 71%)

The impact of the net investment hedge is taken directly to equity via the foreign currency translation reserve. The amount taken to this reserve which arose on the retranslation of the Sterling loans was a loss of €17.3 million (2011: €8.6 million). There was no ineffectiveness in the net investment hedge in either 2012 or 2011.

The amount taken to income statement which arose on the retranslation of fi nancial assets and liabilities was a loss of €6.2 million (2011: €13.4 million).

The fair value of the GBP denominated loans at 31 December 2012 is €652.5 million (2011: €644.8 million) (at closing fi nancial year end rates).

Sensitivity analysis During 2012, the Euro weakened by 2.7% against Sterling.

For each 1% that the Euro strengthens or weakens, assuming all other variables remain constant, the impact on the Sterling loans would be a credit or debit to the Group’s equity of €8.0 million, and on the Sterling overdraft balances would be a credit or debit to the Group’s income statement of €2.7 million.

In addition, the impact on the related interest charge would be to decrease or increase the charge by €0.3 million for each 1% change in the exchange rate.


Currency risk Foreign currency risk on purchases

Description The Group is exposed to foreign exchange risk where a business unit makes purchases in a currency other than its functional currency.

For the Group, the most signifi cant of these exposures is the purchase of fi sh inventories in US dollars, the purchase of goods and services in Euros by the UK business and purchases of goods in Swedish Krona by the Italian business.

Mitigation & Impact on Statement of Financial Position/ Equity / Income Statement

The Group’s policy is to reduce this risk by using foreign exchange forward contracts which are designated as cash fl ow hedges.

These contracts all have a maturity of less than one year.

The fair value of the US dollar forward contracts at 31 December 2012 is a liability of €2.1 million (2011: €11.0 million asset). All forecast transactions are still expected to occur.

As at 31 December 2012, 68% of forecast future dollar payments for the next twelve months were hedged (2011: 62%).

The fair value of the Swedish Krona forward contracts at 31 December 2012 is an asset of €0.3 million (2011: €nil). All forecast transactions are still expected to occur.

As at 31 December 2012, 42% of anticipated future Swedish Krona payments for the next twelve months were hedged (2011: 63%).

The fair value of the Euro forward contracts in subsidiaries with a Sterling functional currency at 31 December 2012 is a liability of €0.3 million (2011: €3.6 million).

As at 31 December 2012, 43% of anticipated future Euro net payments by the UK business for the next twelve months were hedged (2011: 66%).

No ineffectiveness relating to these instruments was taken to the Income Statement.

Sensitivity analysis During 2012, the Euro weakened by 2.7% against Sterling, and strengthened by 2.1% against the US dollar.

For each 1% that the Euro strengthens or weakens against the US dollar, assuming all other variables remain constant, the impact would be to increase or decrease the Group’s profi t before tax by approximately €2.1 million for the year ended 31 December 2012, excluding the impact of any forward contracts.

For each 1% that the Euro strengthens or weakens against Swedish Krona, assuming all other variables remain constant, the impact relating to these purchases would be to increase or decrease the Group’s profi t before tax by approximately €0.2 million for the year ended 31 December 2012, excluding the impact of any forward contracts.

For each 1% that the Euro strengthens or weakens against Sterling, assuming all other variables remain constant, the impact relating to these purchases would be to increase or decrease the Group’s profi t before tax by approximately €1.3 million for the year ended 31 December 2012, excluding the impact of any forward contracts.





Interest rate risk

Description The Group has signifi cant levels of fl oating rate borrowings and is therefore exposed to the impact of interest rate fl uctuations.

Mitigation & Impact on Equity / Income Statement

The Group’s policy on interest rate risk is designed to limit the Group’s exposure to fl uctuating interest rates. The Group designates interest rate swaps which swap fl oating interest rate debt into fi xed interest debt and interest rate caps which limit the maximum interest rate, as cash fl ow hedges.

Interest rate caps hedge 52% of the Group’s Sterling debt during 2013 and 70% of the Group’s Euro debt during 2013.

The interest expense in the income statement is shown including the effect of the interest rate caps. It is intended to hold these instruments until maturity so that although the fair value of the instruments will fl uctuate over the course of their life due to changes in market rates, the instruments will have nil value on expiry.

During 2012 €nil (2011: €nil) was taken to equity relating to the change in fair value of these instruments and €0.3 million was recycled to the Income Statement (2011: €7.9 million).

Sensitivity analysis In 2012, LIBOR rates decreased by 0.7 percentage points and EURIBOR rates decreased by 1.3 percentage points.

It is estimated that an increase or decrease of one percentage point in interest rates would correspondingly decrease or increase the Group’s profi t before tax for the year ended 31 December 2012 by approximately €17.2 million.

c) Credit risk

Description Credit risk arises on cash and cash equivalents and derivative fi nancial instruments with banks and fi nancial institutions, as well as on credit exposures to customers. See note 14 for analysis of the trade receivables balance and note 15 for analysis of the cash and cash equivalents balance.

Mitigation For banks and fi nancial institutions, only parties with a minimum rating of A are accepted. We limit our exposure to individual fi nancial institutions by spreading our forward foreign exchange contracts and surplus cash deposits between several institutions.

The credit quality of customers is assessed taking into account their fi nancial position, past experience and other factors. Credit limits are set for customers and regularly monitored.

d) Liquidity risk

Description The Group is exposed to the risk that it is unable to meet its commitments as they fall due. The Group has debt covenants imposed by its lenders which it must achieve in order to maintain its current level of borrowings. Covenant tests are carried out quarterly and at the end of each fi nancial period. There have been no breaches of the covenants throughout the period.

Mitigation The Group ensures that it has suffi cient cash and available funding through regular cash fl ow and covenant forecasting. The Group also has a revolving credit facility of €120.0 million (2011: €142.1 million). As at the year end €2.0 million has been utilised for letters of credit, customer bonds and bank guarantees.


Maturity analysisThe tables below show a maturity analysis of contractual undiscounted cash fl ows, showing items at the earliest date on which the Group could be required to pay the liability:

2012 2013 2014 2015 2016 2017 Over 5 years Total €m €m €m €m €m €m €m

Borrowings - principal - 71.8 54.4 30.8 1,410.7 1,308.7 2,876.4

Borrowings - interest 96.4 96.0 93.1 90.2 76.9 2,685.8 3,138.4

Forward contracts 164.6 - - - - - 164.6

Trade payables 263.5 - - - - - 263.5

Total 524.5 167.8 147.5 121.0 1,487.6 3,994.5 6,442.9

2011 2012 2013 2014 2015 2016 Over 5 years Over 5 years €m €m €m €m €m €m €m

Borrowings - principal 49.0 26.2 351.0 311.1 2,066.5 - 2,803.8

Borrowings - interest 85.2 84.0 80.3 62.7 1,365.2 - 1,677.4

Forward contracts 220.2 - - - - - 220.2

Trade payables 274.0 - - - - - 274.0

Total 628.4 110.2 431.3 373.8 3,431.7 - 4,975.4

23) Financial instruments

a) Categories of fi nancial instruments The following table shows the carrying amount of each Statement of Financial Position class split into the relevant

category of fi nancial instrument as defi ned in IAS 39 “Financial Instruments: Recognition & Measurement”.

2012 Loans and receivables Derivatives used for Financial liabilities Total hedging (see (c)) at amortised cost €m €m €m €m

Assets

Trade receivables 41.8 - - 41.8

Derivative fi nancial instruments - 0.3 - 0.3

Cash and cash equivalents 644.1 - - 644.1

Liabilities

Bank overdraft - - (428.5) (428.5)

Trade payables - - (263.5) (263.5)

Derivative fi nancial instruments - (2.4) - (2.4)

Loans and borrowings - - (2,876.4) (2,876.4)

Total 685.9 (2.1) (3,568.4) (2,884.6)

2011 Loans and receivables Derivatives used for Financial liabilities Total hedging (see (c)) at amortised cost €m €m €m €m

Assets

Trade receivables 43.6 - - 43.6

Derivative fi nancial instruments - 11.3 - 11.3

Cash and cash equivalents 805.5 - - 805.5

Liabilities

Bank overdraft - - (563.0) (563.0)

Trade payables - - (274.0) (274.0)

Derivative fi nancial instruments - (3.6) - (3.6)

Loans and borrowings - - (2,803.8) (2,803.8)

Total 849.1 7.7 (3,640.8) (2,784.0)



b) Fair values Estimation of fair values The following summarises the methods and assumptions of estimating the fair values of fi nancial instruments held by the

Group.

Derivative fi nancial instruments Derivative fi nancial instruments are held at fair value. There is no difference between carrying value and fair value.

Trade and other payables / receivables The notional amount of trade and other payables / receivables are deemed to be carried at fair value, short term, and

settled in cash.

Cash and cash equivalents / overdrafts The carrying value of cash is deemed to equal fair value.

Interest bearing loans and liabilities The fair value of our Senior loans is determined by reference to price quotations in the active market in which they are

traded. The Loan notes are not actively traded, and therefore fair values have been calculated using a discounted cash fl ow calculation.

Fair value Carrying value 2012 2011 2012 2011 €m €m €m €m

Interest bearing loans 2,671.1 2,525.8 2,831.3 2,776.9

c) Derivatives


Interest rate caps - 0.3

USD Forward foreign exchange contracts - 11.0

SEK Forward foreign exchange contracts 0.3 -

Total assets 0.3 11.3

GBP Forward foreign exchange contracts (0.3) (3.6)

USD Forward foreign exchange contracts (2.1) -

Total liabilities (2.4) (3.6)

Total (2.1) 7.7

24) Operating leasesNon cancellable operating lease rentals relate to total future aggregate minimum lease payments and are payable as follows:


Less than one year 5.3 5.3

Between one and fi ve years 14.3 13.5

More than fi ve years 3.7 3.8

Total 23.3 22.6

Non cancellable operating leases relate to equipment, motor vehicles and land and buildings.

During the period, €7.6 million (2011: €7.0 million) was recognised as an expense in the income statement in respect of operating leases.


25) Capital commitmentsThe Group has capital commitments amounting to €3.7 million at 31 December 2012 (2011: €1.4 million).

26) Contingent liabilitiesIn September 2009 the counterparty to one of the Group’s interest rate swap agreements, Lehman Brothers International Europe (‘’Lehman’’), went into administration. Under the terms of our agreement (based on the ISDA banking industry standard form), the Group deemed this to be an “Event of Default” which, should it occur, meant that there was no further obligation on the Group to make any payments and therefore no provision for any liability related to this agreement was made. Lehman subsequently brought a legal action against Iglo Foods Midco Limited (plus three other defendants) to test this interpretation of the standard ISDA banking documentation. The litigation has now been settled. The terms of the agreement are subject to confi dentiality agreements.

27) Related partiesBEIG LP Incorporated BEIG LP Incorporated (“the Partnership”) owns 100% of the share capital of the Company. In addition, in 2006, Iglo Foods Holdco Limited, a subsidiary of the Company, issued 17% fi xed rate subordinated unsecured Class A, B and C Loan Notes of €1 each to BEIG LP Incorporated. During 2010, as part of the funding for the acquisition of CSI, Iglo Foods Holdco Limited issued a further €167.4m Class G Loan Notes of €1 each to BEIG LP Incorporated. These Loan Notes are 15% fi xed rate subordinated unsecured instruments. The amounts outstanding at 31 December 2012 and 2011 on these Loan Notes are disclosed in note 16.

Permira Holdings Limited The Group is backed by funds advised by Permira Holdings Limited and its subsidiary entities. A Shareholder Agreement was entered into on 3 November 2006, whereby Iglo Foods Holdings Limited or one of its subsidiaries is obliged to pay an annual monitoring fee of €1 million. For the years ended 31 December 2012 and 2011, the Permira entity designated to receive the annual monitoring fee is Permira Advisers LLP.

ManagementAll signifi cant management decision making authority is vested solely with individuals who were also Directors of the Company. Therefore key management was deemed to be only the Directors of the Company. Their remuneration has been disclosed in note 6.

Cheryl Potter, a partner, and Maximilian Biagosch, an employee, of Permira Advisers LLP, held indirect economic interests in the loan notes and the equity of the Group through the Partnership.

All other Directors of the Company at 31 December 2012 held equity interests in the Partnership during the year and at 31 December 2012, either directly or through a trust structure.

During the year and at 31 December 2012, Erhard Schoewel, Luca Mignini and Martin Glenn held interests in the Loan Notes held by the Partnership.

Alain Le Goff, a Director of the Company until February 2012, held interests in the Loan Notes and equity of the Partnership during 2012. Andreas Welsch, a Director of the Company until February 2012, held equity interests in the Partnership during 2012.

Dominic Blakemore and Anne Murphy, Directors of the Company until December 2011 and August 2011 respectively, held equity interests in the Partnership during 2011.

Loan NotesThe following transactions have occurred through the Partnership, between the Group and related parties, in relation to Loan Notes.

Management Permira Holdings Ltd €m €m

As at 31 December 2011 5.8 1,141.1

Payments made (1.6) (309.0)

Interest accrued 1.0 190.7

As at 31 December 2012 5.2 1,022.8

28) Ultimate Parent CompanyThe ultimate controlling party is BEIG LP Incorporated, a partnership registered in Guernsey. No other consolidated fi nancial statements include the results of the Group.


A&P Advertising & PromotionASC Aquaculture Stewardship CouncilBTP Baked to PerfectionCAGR Compound annual growth rateCO2 Carbon DioxideCSI Compagnia Surgelati Italiana S.R.LEBITDA Earnings Before Interest Taxation Depreciation & AmortisationEU European UnionEUFIC European Food Information Council EURIBOR Euro Interbank Offered RateFMCG Fast Moving Consumer GoodsFY Financial Yearg/m² grams per square meterGDA Guideline Daily AmountGMP Good Manufacturing Practice IFRS International Financial Reporting StandardsIglo Group Iglo Foods Holdings LimitedINTREP International RepresentationIRAP Italian regional tax on productive activitiesLIBOR London Interbank Offered RateM&A Mergers & AcquisitionsMSC Marine Stewardship CouncilNPD New Product Developmentppts Percentage pointsR&D Research & DevelopmentSEDEX Supplier Ethical Data ExchangeUK United Kingdomµm MicrometerR&D Research & DevelopmentWWF World Wide Fund for Nature% Percentage

Iglo Foods Holdings LimitedRegistered in England & WalesCompany Registered Number: 5879473

Registered officeBuilding 5New SquareBedfont LakesFelthamMiddlesexTW14 8HA

DirectorsTara Alhadeff Achim EichenlaubMartin Glenn Tania HowarthPaul KenyonCheryl Potter Erhard Schoewel Chairman and Interim Chief Executive OfficerAndrew Weston-Webb

Company SecretaryAnthony Barratt

Independent AuditorsPricewaterhouseCoopers LLPChartered Accountants and Statutory Auditors1 Embankment PlaceLondon WC2N 6RH

GLOSSARY OtheR infORmAtiOn

Designed & produced byRare Corporate Design

www.rarecorporate.co.uk

Iglo Foods Holdings Limited 5 New SquareBedford Lakes Business Park FelthamMiddlesexTW14 8HA

www.iglo.com

Documents

Building our future - Iglo/media/COM/PDF/pdf/IGLO AR 2012 FINAL.pdf · Building our future ... chilled foods, which go past their best sitting in cupboards and fridges. ... modern