KBC Securities - Company Note - Business combination 06/08/2015

COMPANY NOTE

6 August 2015

THIS DOCUMENT IS NOT PRODUCED BY KBC SECURITIES USA, INC.

kbcsecurities.com Refer to important disclosures, disclaimers and analyst certifications at the end of the body of this research.

GREENYARD FOODS Size does matter FOOD PRODUCERS CURRENT PRICE € 14.45 BUY BELGIUM TARGET PRICE € 20.00 REINITIATING

FY/e 31.03 2014 2015E 2016E 2017E Sales (€ m) 4,012.1 3,850.0 4,035.7 4,205.8 REBITDA (€ m) 148.0 149.5 158.1 166.6 Net earnings (€ m) 31.0 25.5 36.3 47.9 Diluted adj. EPS (€) 0.47 0.58 0.82 1.08 Dividend (€) 0.00 0.09 0.12 0.16 P/E 30.86 25.09 17.67 13.38 EV/REBITDA 7.48 7.27 6.66 6.03 Free cash flow yield 4.0% 3.5% 6.3% 8.5% Dividend yield 0.0% 0.6% 0.8% 1.1%

Source: Thomson Reuters Datastream Source: KBC Securities Bloomberg GRYFO BB Following the placement of shares from Deprez Holding and

GIMV-XL, in which we were involved, we re-initiate coverage on the group with a Buy recommendation and TP € 20.0.

• To create a global leader in fruit and vegetables Greenyard Foods acquired Univeg, a worldwide integrated supplier of fresh fruit and vegetables, and Peatinvest, a European top five producer of growing media and soil improvers in exchange of newly issued shares.

• Shortly after the combination, Deprez Holding and GIMV-XL sold down part of their stake through a private placement amongst other to increase the free float (now around 18%).

• The ambition of the new group is to be the link between evolving consumer expectations and retailers that are increasingly under pressure. Size is of growing importance with respect to traceability and sourcing capabilities. With its scale and portfolio, the group will be better-positioned to influence consumption patterns.

• Next to the strategic rationale, the company has identified synergies. Cross-selling and innovation are each expected to generate € 100m in additional sales and € 5-7m in EBITDA within 3-5 years. Tax optimisation is also expected to generate € 1m of annual savings immediately. Furthermore, over a 3-5 year time, the company sees room to refinance its costly debt, which would trigger € 12m of savings. The net synergies are expected to have a recurring positive cash flow impact of € 23-27m.

• Using a combination of the DCF and SOTP valuation methods, we set our target price at € 20.0 and re-initiate coverage with a Buy.

Reuters PIGU.BR www.greenyardfoods.com Market Cap € 641m Shares outst. 44.4m Volume (Daily) € 0.13m Free float 5.4% Next corporate event

Results 1H16: 15 December 2015 Performance 1M 3M 12M Absolute 0% -20% 19% Rel. BEL20 -6% -25% -4% 12-m Hi/Lo € 20.56/10.65 Alan Vandenberghe

Financial Analyst - Brussels

KBC Securities NV

+32 2 429 18 06

[email protected]

Guy Sips

Financial Analyst - Brussels

KBC Securities NV

+32 2 429 30 02

[email protected]

9

11

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A S O N D D J F M A M J J

Share performance BEL20 performance

COMPANY NOTE

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CONTENTS

INVESTMENT CASE ........................................................................... 3

SWOT ANALYSIS ................................................................................ 5

TRANSACTION ................................................................................... 6

Deal structure 6

Rationale behind the combination 7

THE NEW GREENYARD FOODS GROUP ....................................... 10

THE FRUIT AND VEGETABLE INDUSTRY ...................................... 13

Industry Characteristics 13

Size of the Fruit and Vegetable market 14

Competitive landscape 15

THE THREE DIVISIONS IN DETAIL ................................................. 17

Prepared Food: from Pinguin to Greenyard Foods 17

Univeg’s Fruit & Vegetable trading business 24

Peatvest’s soil improvers and growing media 29

FORECASTS ..................................................................................... 31

Profit and Loss 31

Balance Sheet 34

Cash Flow 36

Liquidity 37

VALUATION ....................................................................................... 38

SOTP 38

DCF 40

APPENDIX ......................................................................................... 41

COMPANY NOTE

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INVESTMENT CASE

Three leading players Hein Deprez is the reference shareholder of Greenyard Foods, Univeg and Peatinvest. Greenyard is a leading producer of frozen and canned fruit and vegetables with sales of € 635m. Univeg is one of the largest distributors of fresh fruit and vegetables in Europe, generating sales of € 3.2bn. Peatinvest is a growing media producer and holds a top five position in Europe with € 66.3m of sales.

Merging Greenyard Foods, Univeg and Peatinvest

On 19 June 2015, an Extraordinary Shareholders Meeting at Greenyard Foods’ has approved the merger between Greenyard Foods, Univeg & Peatinvest, to create a global leader in fruit and vegetables.

Combination through contribution The combination happened through a contribution of 100% of Univeg

shares, on the one hand as a partial demerger of its parent company, De Weide Blik (holding 95.4% in Univeg) and on the other hand as a contribution in kind of 4.6% of Univeg, and through a contribution of 100% of Peatinvest shares. In return, 25.5m new shares of Greenyard Foods were issued to the Univeg and Peatinvest shareholders.

42.5% for existing Greenyard Foods 49.6% for existing Univeg 7.9% for existing Peatinvest

Initially after the transaction and following the warrants exercise by Gimv-XL, the relative weight in the share capital was as follows: 42.5% for existing Greenyard Foods shareholders, 49.6% for existing Univeg shareholders and 7.9% for existing Peatinvest shareholders.

Free float increases to around 18% As expected shortly after the approval by the EGM, two important

shareholders reduced their stake in the combined group through a private placement. Deprez Holding (Hein Deprez) sold 2,465,600 shares and GIMV-XL sold 3,054,400 shares in Greenyard Foods. Following this private placement Hein Deprez (directly and indirectly still) holds 44,9% and Gimv-XL Fund 4,9% in Greenyard Foods and the free float increases to around 18%.

Trends favourable for larger companies Recent market developments support larger companies as they create

a strong incentive for consolidation and global solutions. Supply chain and product complexity (regulatory, broad portfolio offering, global sourcing, innovation etc.), and specific client requests will increasingly favour global operators of scale.

A unique global position The new Greenyard Foods Group intends to be the link between

evolving consumer expectations and retailers who are increasingly under pressure (discounters, alternative channels…). As a leading fruit and vegetable group, the new entity will be ideally positioned to offer new concepts to retailers that will allow them to stay one step ahead by acting as a partner in their strategy. It will also use its scale and portfolio to raise awareness in order to increase average fruit and vegetable consumption, which is still below recommended levels.

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Four sources of synergies Next to the strategic rationale, the company has identified four sources

of synergies: cross-selling, innovation, financial cost optimisation and tax optimisation.

Cross-selling: € 5-7m EBITDA Innovation: € 5-7m EBITDA Tax optimisation: € 1m profit Refinancing: € 12m interest cost saving

Cross-selling and innovation are each expected to generate € 100m in additional sales and € 5-7m EBITDA within 3-5 years. Cross-selling synergies will come from the offer of complementary products and the further expansion of the complementary client base.

Thanks to the bundling of the R&D team, production facilities and

marketing, the company expects to generate innovative new products (e.g. high-quality juices, frozen meals). Tax optimisation is also expected to generate € 1m annual savings immediately. Furthermore, within three to five years the company sees room to refinance its costly debt, which would trigger € 12m of savings.

€ 23-27m annual net synergies The company expects a one-time refinancing cost of € 18m. As such,

the recurring net synergies are expected to be around € 23-27m per year once they are all implemented (3 to 5 years).

A € 3.9bn giant will be born The combination will create a company with pro-forma sales of € 3.9bn

and generating € 150m EBITDA with a net debt position of the € 395m.

Using a combination of methods… Because the businesses have different dynamics and profitability

levels, they trade at different EV/EBITDA levels. For each business we have compiled a peer group and used the average peer multiple for each component. The multiples were applied to our EBITDA forecasts which only include part of the expected synergy benefits. As an additional yardstick we have used recent transaction multiples to benchmark our outcome. Looking at a broader peer group of private label suppliers to the retail industry we see that they tend to trade higher than the multiples we have used in our SOTP, which reinforces our belief that we have been fairly conservative. Using the DCF method, we obtain a fair value of € 25.3. Our key assumptions are: WACC of 7.5%, terminal growth of 0.5% and improving REBITDA margin to 4.04% (from 3.69% in FY14/15).

…we set our target price at € 20 and Buy recommendation.

Based on the different methods used above we set our target price at € 20 and re-initiate coverage (after suspension) with a Buy recommendation.

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5

SWOT ANALYSIS

STRENGTHS WEAKNESSES

• A global leader in fruit, vegetables and growing media • Has shown growth in flat market • Deprez Holding intends to remain the strategic

reference shareholder for the long term • Proven track record in successful M&A • Excellent sourcing capabilities • Control of entire supply chain and unique logistics &

distribution capabilities • Long standing relationships with blue chip retailers • Important synergies • Leader in food safety and corporate social

responsibility • Strong management team and deeply engaged

shareholders

• Thin margins • High level of on-balance sheet debt • Important client concentration in the fresh activity • Dependent on harvest/weather conditions • Limited bargaining power • Stagnating F&V market • Limited free float immediately after the combination

OPPORTUNITIES THREATS

• Market developments favour larger companies (incl. supply chain complexity, regulation, traceability, differentiated products…)

• Innovation creates opportunities to generate additional top-line growth

• Sharing best practises and cross-selling • Changing eating habits to stimulate fruit & vegetable

consumption • Acquisition of smaller local companies that expand

product offering, client portfolio or geographic reach • Innovation and cross-fertilisation • Opportunities for retailers to differentiate by focusing

on specific category drivers: health – convenience – pleasure – waste and economy

• Inability to change consumption patterns • Volatility of raw material prices can impact margins • Risk of health crisis (e.g. EHEC in Germany)

COMPANY NOTE

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TRANSACTION

DEAL STRUCTURE On 19 June 2015, Greenyard Foods’ Extraordinary Shareholders

Meeting approved a merger between Greenyard Foods, Univeg & Peatinvest to create a global leader in fruit and vegetables.

The combination happened by the contribution of 100% of Univeg

shares, on the one hand as a partial demerger of its parent company, De Weide Blik (holding 95.4% in Univeg) and on the other as a contribution in kind of 4.6% of Univeg, and by the contribution of 100% of Peatinvest shares. In return, 25.5 million new Greenyard Foods shares were issued to the shareholders of Univeg and Peatinvest.

Ahead of this transaction, Gimv-XL exercised its existing warrants,

which resulted in a net inflow of € 25.1m, bringing the total number of Greenyard Foods shares to 18.9 million.

After the combination and the exercise of warrants by Gimv-XL, the

relative weight in the share capital was as follows: 42.5% for existing Greenyard Foods shareholders, 49.6% for existing Univeg shareholders and 7.9% for existing Peatinvest shareholders.

SHAREHOLDER STURCTURE PRE AND POST MERGER

Shareholders Pre-merger Exchange ratio Post-merger

Univeg

Deprez family 52.1%

49.6%

25.8%

Green Valley 18.0% 8.9%

Sujajo Investments 18.0% 8.9%

Good Company 6.7% 3.3%

J. Vanovenberghe 0.6% 0.3%

Univeg management 4.6% 2.3%

Total Univeg 100% 49.6%

Greenyard Foods

Deprez family 41.7%

42.5%

17.7%

Agri Investment 9.4% 4.0%

GIMV-XL* 27.8% 11.8%

Other minority shareholders 8.4% 3.6%

Free float 12.7% 5.4%

Total Greenyard Foods 100% 42.5%

Peatinvest

Deprez family 95.1%

7.9%

7.5%

Peatinvest management 4.9% 0.4%

Total Peatinvest 100% 7.9%

Source: Greenyard Foods Group * warrants exercised

COMPANY NOTE

6 August 2015


7

Immediately after the combination and the exercise of warrants by

Gimv-XL, Deprez Holding held 51% of the new group and Gimv-XL 11.8%. The free float was 5.4% to start with. However, a private placement of some of the shares held by Gimv-XL and Deprez Holding has taken place.

Free float increases to around 18% Two important shareholders reduced their stake in the combined

group through a private placement. Deprez Holding (Hein Deprez) sold 2,465,600 shares and GIMV-XL sold 3,054,400 shares in Greenyard Foods. Following this private placement Hein Deprez (directly and indirectly still) holds 44,9% and Gimv-XL Fund 4,9% in Greenyard Foods and the free float increases to around 18%. The company’s management holds around 2.7%.

Deprez Holding will remain the strategic reference shareholder

Deprez Holding intends to remain the strategic reference shareholder for the long term. As an investment fund we can imagine that Gimv-XL will sell the remainder of its stake in due course. Other key shareholders will keep their holdings in the combined company so as to create a stable shareholder base for further development of the group.

RATIONALE BEHIND THE COMBINATION

STRATEGIC RATIONALE Contradiction between common knowledge and consumer behaviour

The food industry in general, and the Fruit and Vegetable sector in particular, is facing a contradiction between on the one hand what is common knowledge (fruit and vegetables are healthy) and, on the other, consumer behaviour (declining consumption).

Changing lifestyles (convenience, individualism, eating outdoors) are

modifying eating habits. Unfortunately, the fruit and vegetable industry adapts slowly to changes in consumer demand and lifestyle. This can be explained by the highly fragmented fruit and vegetable industry that offers few brands but many competing products (canned vs. fresh vs. frozen).

Trends favour larger companies These market developments favour larger companies as they create a

strong incentive for consolidation and global solutions. Supply chain and product complexity (regulatory, broad portfolio offering, global sourcing, innovation, etc.) will increasingly favour large-scale global operators. For example, in ‘Prepared’ we see an increased demand for differentiated products and unique recipes while in ‘Fresh’ there is higher demand for new varieties or wider ranges. The Growing media segment is seeing higher demand for growing media with added value and increased functionality.

A unique global position Greenyard Foods Group intends to be the link between evolving

consumer expectations and retailers that are under growing pressure (from discounters, alternative channels etc.). The new group is ideally positioned to offer new concepts to retailers that will allow the latter to stay one step ahead by acting as a partner in their strategy.

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Market is at a crossroads The fruit and vegetable market is therefore at a crossroads, with

growing awareness on the question of healthy food, pressure on traditional retailers that need to differentiate and average consumption levels still below recommended amounts. The merged entity, with its size and portfolio, will be better positioned to stimulate market changes and influence consumption patterns.

MERGER SYNERGIES Four sources of synergies The company has identified four sources of synergies: cross-selling,

innovation, financial cost optimisation and tax optimisation. Cross-selling and innovation are each expected to generate € 100m in

additional sales and € 5-7m REBITDA within 3-5 years. Cross-selling synergies will come from the offer of complementary products and the further expansion of the complementary client base. Thanks to the bundling of the R&D teams, production facilities and marketing, the company expects to generate innovative new products (e.g. high quality juices, frozen meals).

In the table below, we can see the largest European retail markets and

which of the three divisions is represented in each. The blank spots can be considered as opportunities for cross-selling.

PRESENCE AT THE LARGEST RETAILERS PER DIVISION

Rank Country Sales (€ bn) Fresh Prepared Grow. Media

1 UK 47.7 2 Germany 42.6 3 France 38 4 France 27 5 Germany 26.2 6 France 25.8 7 UK 23.6 8 UK 22.5 9 France 19.7 10 France 18.6 11 UK 18.2 12 Germany 18 13 France 15 14 Spain 14.4 15 Germany 14.3 16 Spain 13.8 17 Germany 13 18 Italy 12.6 19 Germany 11.3 20 Germany 10.8 21 UK 10 22 Sweden 9.1 23 Netherlands 9 24 Spain 9 25 Russia 8.8 26 Switzerland 7.8 27 Italy 7.7 28 France 7.3 29 Switzerland 6.9 30 Italy 7.7

Source: Greenyard Foods Group, KBC Securities

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9

Obviously, these synergies exclude the structural increase in

consumption that could result from raised consumer awareness. The combined group will create a team to educate consumers and retailers on the benefits of eating fruit and vegetables. Furthermore, the company expects to generate additional (unquantified) value from an improved product mix (e.g. increasing category management).

Through the refinancing of debt, the company expects to save € 12m

per year in interest. It will therefore need to refinance the costly high-yield bond of Univeg (maturity 2020 / coupon 7.875%) and Greenyard Foods’ retail bond (maturity 2019 / coupon 5.0%). Note that the Univeg bond is not callable prior to end-2016 and the retail bond cannot be called prior to maturity. From a tax perspective, the company expects that the combination will already enable € 1m of tax optimisation in the first year.

Not taking into account the expected refinancing cost (€ 18m), the

recurring synergies are expected to be around € 23-27m per year.

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THE NEW GREENYARD FOODS GROUP

A sizable and compelling combination in Fresh Fruit & Vegetables

The new Greenyard Foods Group is a sizable and compelling combination in Fresh Fruit & Vegetables (82% of FY14/15 sales), Prepared – i.e. Canned and Frozen Fruit & Vegetables (16%), and Soil improvers & growing media (2%). As profitability of Fresh and Frozen is much lower than Canned and Soil improvers, the FY14/15 REBITDA split gives a different picture (53% Fresh, 42% Prepared and 5% Soil improvers).

REVENUE SPLIT FY14-FY15 (€ 3.9bn) REBITDA SPLIT FY14-FY15 (€ 150m*)

Source: Greenyard Foods Group, KBC Securities Source: Greenyard Foods Group, KBC Securities

* € 77m REBITDA FY14-FY15 for Univeg, adjusted for € 2.4m of shareholders fees which will be eliminated post merger

Mission statement The Greenyard Foods Group aims to make lives healthier by helping

people enjoy fruit and vegetables at any moment of the day with a focus on ‘Easy, Fast and Pleasurable’, whereby it provides retailers with a flexible, reliable, high-quality solution to help them generate traffic and grow their market share via a differentiated, comprehensive product portfolio.

A GLOBAL PLAYER IN FRESH, PREPARED AND GROWING MEDIA


Fresh(Fruit & Vegetable)

82%

Prepared(canned and frozen Fruit & Vegetables)

16%

Soil improvers and growing media

2% Fresh(Fruit & Vegetable)

53%

Prepared (canned and frozen Fruit &

Vegetables)42%

Soil improvers and growing media

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COMPANY NOTE

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FROM ENTRY OF DEPREZ FAMILY TO BECOMING A GLOBAL PLAYER

Entry Family Deprez Internationalisation

and Buy & build (Re-)Organisation

and Optimisation Towards a global

group Today and

Tomorrow

1965 2013 2015 • Founded by

Family Dejonghe

• Entry shareholder Family Deprez in 2005

• Specific agricultural areas in Western and Central Europe

• Lutosa sold • Group

renamed Greenyard Foods

• Real estate bought

• Prepared food group with clear F&V focus

1983 > 2011 2013-2014 • Founded by

the Family Deprez

• Sourcing and export areas (Eurasia, S-Am and S-Afr

• Distr. Capabilities in Europe acquired

• Re-organisation

• Spin-off The Fruit Farm Group BV (former Fruit Partners) in 2014

• Buy-out CVC by family shareholders with long-term vision

• Build centralised corporate structure

MER

GER

• Total concept • Customer

intimacy • Consumer

oriented • Cross

fertilisation

1977 2004-2013 2013-2014 • Creation

Peltertransport • Entry

shareholder Family Deprez in 2002

• Production plants in BE, FR, PL and LV

• Integration Peltracom, Agrofino and Norland

• Focus on operational excellence and development of innovative products

FOCUS

• Quality • Distribution/

operational excellence

• Cost consciousness

• Customer intimacy

• Buy the best • Establish

scale • Extract cross-

fertilisation

• Optimise footprint

• Reduce cost • Improve

efficiency

• Build one centralised group with one corporate identity

• Become a global player with unique product portfolio

Source: Greenyard Foods, KBC Securities The business combination is expected to exceed the sum of the parts

The new Greenyard Foods Group will be a leading worldwide sourcer, supplier and marketer of fresh and prepared Fruit and Vegetables. The group will have three core business divisions (Fresh, Prepared and Soil improvers & growing media), operating in 27 countries with over 8,000 FTEs globally.

Serving to the largest retailers and their consumers in Europe

The Greenyard Foods Group will be active in global sourcing for a year-round offer and focused sales in the best markets for fresh produce. They will have 13 state-of-the art production facilities for the prepared business unit in frozen and canned. They will have nine growing media facilities in five countries. The new Greenyard Foods Group will serve the largest retailers and their consumers in Europe. The three entities will complement each in terms of customer demand and will become a unique global player in fresh, prepared and growing media.

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COUNTRY SPLIT SERVING THE LARGEST RETAILERS IN EUROPE

Source: Greenyard Foods Group, KBC Securities * Based on Actual Sales of GYF (FY14-15), Univeg (FY14) and Peatinvest (FY13-14)


THREE ENTITIES COMPLEMENTING EACH OTHER FOR A FULL-RANGE OFFER TO THE CUSTOMER

Greenyard Foods Univeg Peatinvest

Founded 1968 1987 1997

Activities Production and sales of frozen and canned F&V

Sourcing and supply of fresh (and pre-cut) fruit & vegetables

Production and sales of growing media and soil improvers for

professional and hobby market

Facilities 13 production sites 32 ripening, packing and service centers

9 production sites

Customers 23 of 30 of largest retailers (and their consumers) in Europe

25 of 30 of largest retailers (and their consumers) in Europe

>2,700 growers, large retailers; garden chains

Suppliers Production organisations in the main cultivation areas

Fragmented with c. 3-5% from Fruit Partners / The Fruit Farm Group

B.V. and direct sourcing from production partners and grower

coops in EU and overseas

Strong vertical integration: 80% of raw materials produced on own

land, suppliers of fertilisers, additives, packaging and logistics

FY14-FY15 sales € 635m € 3.2bn € 66m

FY14-FY15 REBITDA € 63m € 77m € 9m

Employees +/- 2,290 FTEs +/- 5,550 FTE (and 4,000 in related The Fruit Farm Group)

+/- 330 FTE

Sourcing from BE, UK, FR, PO, HU EU, North & South Africa, US, Central & South America

PL, LV

Key markets UK, FR, GE, BE, ITA GE, NL, BE, UK, FR, USA, AU, IT B, NL, FR, PL


Germany40%

The Netherlands22%

Belgium10%

UK8%

France6%

Other14%

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THE FRUIT AND VEGETABLE INDUSTRY

INDUSTRY CHARACTERISTICS

Non-cyclical Fruit and vegetables are considered basic consumer necessities and are therefore non-cyclical. Volumes are immune to economic sentiment and the growth drivers include population growth and increased focus on healthy food (partly as a result of government initiatives). Consequently, retailers are willing to allocate more floor space to fruit and vegetables as this is a profitable section of the supermarkets (in terms of gross profit per m² per day).

Commodity yet relationship based Fruit and vegetable prices are typically set by the market as it is

difficult to consider them as a differentiator (besides quality, availability and service). In both fresh and prepared, some consumer brands exist (Bonduelle, Del Monte…) and command a premium, but they are an exception rather than the rule. What is more important is to have good long-term relationships with the key buyers of the retail chains, where good category management and innovative concepts can provide opportunities to offer differentiating products.

Origin For fresh fruit and vegetables, the further north a country is located,

the higher its share of imported produce. Year-round availability is guaranteed by global sourcing. Although locally-grown products are said to be preferred, consumers often ignore the origin of the fruit and vegetables. The situation is different for frozen and canned vegetables where the raw materials are sourced near the production facilities as the short lead times guarantee the product’s freshness.

Fragmented industry The entire value chain is relatively fragmented with e.g. thousands of

horticultural entrepreneurs active in the EU. The rest of the supply chain is consolidating as entry barriers become bigger. In the canning industry the sector is relatively consolidated.

Seasonal Fruit and Vegetable production is seasonal, with the exception of

tropical products and some greenhouse production. The fresh business gets its best months in the first two seasons of the year (especially spring). The prepared business is less seasonal but is skewed towards the summer and autumn.

Consolidated retail landscape In most EU countries, the food retail market is quite consolidated with

powerful leading players. Almost all of them have solid credit profiles, so obtaining credit insurance is easy. For these food retailers, the fruit & vegetable segment is an important and differentiating category representing around 10 % of total food sales. The traditional food retailers are challenged by discounters who are upgrading their fruit & vegetable offers.

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SIZE OF THE FRUIT AND VEGETABLE MARKET

A € 101bn market mainly consisting of fresh produce

The Fruit and Vegetable market in the 28 EU countries has an estimated value of approximately € 101bn (source Freshfel Consumption Monitor 2014). The EU vegetable market (€ 55bn) is 76% whole fresh produce, 11% preserved, 8% fresh-cut and 5% frozen. The EU-28 fruit market (€ 46bn) is dominated by the whole fresh market (92%) while the remainder is 3% preserved, 2% fresh-cut, 2% frozen and 1% other.

EU VEGETABLE MARKET (€ 55bn) EU FRUIT MARKET (€ 46bn)

Source: Freshfel Consumption Monitor 2014 Source: Freshfel Consumption Monitor 2014 Serving all major European Fruit and Vegetable markets

The Greenyard Foods Group serves all major European Fruit and Vegetable markets. It is the largest individual supplier within the most important European Fruit and Vegetable markets, where it holds relationships with key retailers. Nevertheless, the size and structure of the market creates further consolidation potential.

EU VEGETABLE MARKET (€ 55bn) ACTUAL AND RECOMMENDED F&V CONSUMPTION

Source: Freshfel Consumption Monitor 2014 Source: KBC Securities

Whole fresh76%

Preserved11%

Fresh-cut8%

Frozen5%

Whole fresh92%

Preserved3%

Fresh-cut2%

Frozen2%

Other1%

Italy15%

Germany14%

France12%

UK9%

Poland9%

Spain8%

Romania6%

Greece3%

Netherlands4%

Portugal3%

Austria2%

Hungary2%

Belgium4% Sweden

2%

CzechRepublic

1%

Rest ofEU-28

6%

0

100

200

300

400

500

600

Actual consumption Recommended consumption

vegetable fruit

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The group’s core end-markets In the EU-28, the group’s core end-markets are Germany (14% of EU-

28 total € 101bn market), France (12%), UK (9%), Poland (9%), The Netherlands (4%), Belgium (4%), Austria (2%) and Czech Republic (1%). In addition, The Greenyard Foods Group is present in Southern Europe (Italy, Spain, Portugal and Greece), where it has a strong sourcing platform.

Today, based on its global sales, The Greenyard Foods Group holds

an overall market share of between 3 and 4% within the European fruit and vegetable market.

Fruit and vegetable consumption is well below recommended levels

The market as a whole has been relatively stable overall, with slightly increasing volumes (consumption) and declining prices. Nevertheless, current fruit & vegetable consumption is still well below recommended levels. EU recommendations on vegetable consumption are for about 300 grams per day. Within the EU, daily vegetable consumption per person is on average 174 grams, or 42% below the recommended level. Recommended fruit consumption is about 250 grams per day (equal to two items of fruit per day). Within the EU, daily fruit consumption is on average 136 grams, or 45% below the recommended level. In view of the impact on healthcare expenses, various (inter)governmental authorities are taking measures to stimulate overall fruit & vegetable consumption. Better support for healthcare providers and improved information on healthy food are key initiatives in this respect.

COMPETITIVE LANDSCAPE

PREPARED EU-28 prepared market is worth an estimated € 17bn

The EU-28 prepared (frozen and canned) Fruit and Vegetable market is worth an estimated € 17bn, with the prepared vegetable category being more developed than the prepared fruit market, which is still in its infancy compared to the US.

Sourced from within Europe Most Western European consumption is sourced from within Europe

as the frozen vegetables industry gets its raw materials from a small number of areas. In Prepared the retailer brands are well represented on the shelves but consumer brands exist (Bonduelle, HAK) and this more in canned than in frozen. In foodservice, trade brands (like Greenyard Foods’ Pinguin brand) command a premium.

Competition Market participants can be split in to five major categories:

1. Vertically-integrated fruit companies: Del Monte Foods 2. Multi-category vegetable players: Bonduelle, Princes, Cecab

and The Greenyard Foods Group 3. Large frozen vegetable companies: Conserve Italia, Ardo 4. Medium-sized canned vegetable companies: Coroos, HAK,

Stollenwerk 5. Small local companies: Baltussen, Mamminger, Kerlys, …

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FRESH EU-28 Prepared market is worth an estimated € 83bn

The EU-28 fresh market is worth an estimated € 83bn (fruit and vegetables). 75% of Western European consumption is sourced within Europe.

Relatively fragmented The fresh industry is relatively fragmented with a lot of small local

players. There are only a small number of large (listed) international groups. The vertically-integrated players have well-known names/brands, including Chiquita, Fresh Del Monte, Fyffes or Dole. The service providers are Total Produce and Univeg. They function as a crucial link between growers and customers. These players are integrating downstream as they try to become part of the customers’ value supply chain. This usually happens by offering custom-made solutions and specifically-developed products.

Private label Service providers do not usually have own brands and commercialise

their products under private-label which retailers increasingly see as a way to differentiate. Branded groups spend a lot of resources on A&P and generally have a narrower product offering. Next to these names, numerous smaller local players also exist, but due to tighter regulatory restrictions and the increasing complexity of the business, trading conditions for these players are increasingly difficult.

GROWING MEDIA EU-28 prepared market is worth an estimated € 1.3bn

Growing media sales in the EU are estimated at € 1.3bn or about 37.1 million m³. The market is relatively fragmented with still many small local producers.

The market can be split up as a function of the type of customers: 60%

B2B and 40% B2C. In B2B, there are larger international vertically-integrated producers like Klasmann, Pindstrup, Jiffy or Peatinvest There are also local players like Premier Tech, BVB or Legro.

In B2C the large multi-category players are Miracle-Cro, Compo or

Peatinvest. The local players include: DCM (multi-category), Pokon Naturado (multi-category), Or Brun (multi-category), Saniflor, Kronen, Florentaise or Biolandes.

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THE THREE DIVISIONS IN DETAIL

PREPARED FOOD: FROM PINGUIN TO GREENYARD FOODS

TODAY 13 production facilities operating in five European countries

Greenyard Foods is active predominantly in the processing and commercialisation of fruit and vegetables and ready-to-eat food, both deep-frozen and canned. There are 13 Greenyard Foods production facilities operating in five European countries: Belgium, France, the United Kingdom, Poland, and Hungary. Two produce thermally preserved foods in tins and jars. The others process frozen vegetables and fruit.

Present in the key strategic growing areas

Greenyard Foods is present in the key strategic growing areas, where there are optimal soils, climate and grower know-how. In the Frozen division they obtain supplies of fresh vegetables mainly from 800 farmers in West-Flanders (Belgium), France, Poland and Hungary while the supply of the Canning division originates from approximately 4,500ha agricultural land in a radius of 100km around the city of Bree (Belgium). Greenyard Foods controls the vegetable from field to fork for 23 out of the top 30 retailers in Europe.

PREPARED: CONTROL FROM FIELD TO FORK

Production Transformation Storage Packaging & labelling

Outbound Logistics Customers

Contract growing

GYF processing

plants

GYF warehouses

Packaging & labelling on order

customer order

Retailers

• Accurate

cultivation & harvest planning (Continuous in season grower assistance to farmers by GYF agronomists

• Sourcing in Benelux, France, UK, Germany, Poland & Hungary

• Transformation (<4 to 5 hours after harvesting) close to cultivation areas

• Optical lines for entrance control, cleaning, freezing or sterilisation (<5 minutes), pasteurisation

• Finished products are stored blank and in bulk in the warehouses

• Storage up to 1 year after transformation (delivery on order)

• Packaging and labelling on customer order

• Transportation of finished products is outsourced to external international transport companies

• 23 out of the Top 30 retailers in Europe

• Order follow-up – delivery check (customer satisfaction)

Source: Greenyard Foods Other entity GYF owned entity

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PREPARED (PROZEN AND CANNED) SOURCING

Source: Greenyard Foods Group, KBC Securities Combination of two companies The Prepared division is in essence a combination of two companies

active in two distinct segments: Frozen (Pinguin) and Canned (Noliko). FROM PINGUIN AND NOLIKO TO GREENYARD FOODS 50 years after it was first founded, Pinguin is going from strength to strength

The origins of Greenyard Foods date back to 1965. The company took a giant leap forward in 2011 when PinguinLutosa took over not only CECAB Frozen Foods (FR-HU-PL) but also Noliko (BE), an international producer of canned foods and ready-to-eat food products (sauces, dips etc). In 2013 PinguinLutosa sold its potato division, Lutosa (for an EV of € 225m at 8.9x EV/EBITDA) and was subsequently renamed Greenyard Foods: an international food group focusing on the production and supply of field-fresh fruit and vegetables, either frozen or preserved in tins and jars, and frozen or preserved ready-to-eat meals.

Frozen division, the origins Pinguin forms the backbone of the Greenyard Foods story. It still

remains the group’s largest division despite the acquisition of Noliko. Today, with approximately 1,600 employees, the frozen division grows and sells 380,000 tonnes of products annually, from 11 production sites.

81 different kinds of vegetable, 20 different kinds of fruit and 25

different kinds of herb. The top 10 vegetables (excl. mixed vegetables) are indicated in the graph below.

France - Bretagne:beans, peas, spinach,chervil

UK: peas

Belgium (West-Flanders):carrots, beans, peas, spinach,cauliflower, Brussels sprouts,leeks, celeriac, baby carrots,other,...

France - Picardie:peas, beans,spinach (winter)

Belgium:spinach, broad beans,salsify, beans, baby carrots,white turnipFrance - Laon/Reims:

peas, spinach (winter),baby carrots

Hungary - Baja:corn, peas, spinach,carrots, green beansGermany:

spinach (winter)

Poland (Eik, Adamow, Lipno, Dabrowa):raspberries, strawberries, broccoli, peas,cauliflower, currants, peppers, pumpkins

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PREPARED FRUIT AND VEGETABLES

Frozen division (ex-Pinguin) Canned division (ex-Noliko)

Market position Number 2 in the frozen vegetable segment Number 5 player in canned/glass vegetables

Product / Brand Product specifications covering 3 product categories: Classic basic vegetables – convenience products and organic vegetables Retailer Brands / Pinguin Brand in Foodservice

Product categories include vegetables, applesauce, soups, sauces, ready-meals Mainly Retailer Brands in Europe

Market considerations Long-term relationships between producers & suppliers Relatively high barriers to entry (capex and working capital needs) Increasing importance of convenience Strong position of Retailer Brands

Very strong position of retailer brands Relatively high entry barriers due to working capital and capex needs Growing importance of convenience and ready-to-eat products

Key strategic focus areas

Quality Operational excellence Customer management Innovation Sustainability

Quality Operational excellence Customer intimacy Product leadership Sustainability

Sourcing & suppliers Most fertile agricultural regions in Europe, including France, Belgium, Germany, UK, Poland & Hungary Mainly 800 farmers in West-Flanders (Belgium), Northern France, Poland and Hungary

Key cultivation areas within BE, NL, GE Long-term relationships between farmers and producers Mainly farmers holding ca. 4,500ha agricultural land in a 100km radius around Bree (Belgium)

Customers

Households via Food Retailers Food service (commercial catering/industrial kitchens) Food industry (further processing as an ingredient) Sales in 80 markets across 5 continents

Food Retailers Food service – hospitality industry Food industry Sales in 15 markets

Production sites 11 factories in 5 countries (BE, FR, UK, PL, GER) 2 factories in Belgium

Employees c.1,600 c. 700

Source: Greenyard Foods Group, KBC Securities PROZEN PRODUCT SPLIT SALES SPLIT BETWEEN NOLIKO & PINGUIN

Source: KBC Securities Source: KBC Securities

Carrots20%

Green beans17%

Peas13%

Spinach11%

Sweetcorn10%

Onion7%

Cauliflower6%

Brussels sprouts5%

Leeks4%

Broccoli3%

Other4%

Frozen65%

Canned35%

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The EU is a large producer of frozen vegetables Belgium is by far Europe’s largest producer of frozen vegetables

The global frozen fruit & vegetable market is worth an estimated € 6bn. According to the CBI (Centre for the Promotion of Imports from developing countries) between 2008 and 2012 the production of frozen fruits & vegetables was relatively stable, fluctuating between 5.0 and 5.4 million tonnes. The EU is a large producer of frozen vegetables and a small producer of frozen fruits. In 2012, production of frozen vegetables accounted for almost 80% of total European production of frozen fruits & vegetables. With 20% of the 2012 production, Belgium is by far Europe’s largest producer of frozen vegetables, due also to the fact that it is home to some of the largest freezing companies in the EU. Italy accounts for 17%, followed by Poland (16%) and Spain (13%). Belgium mainly produces frozen vegetables whereas Poland produces both frozen fruits (red fruits) and frozen vegetables. Italy also produces both frozen fruits and frozen vegetables and Spain produces mainly frozen vegetables (e.g., beans, green beans).

Greenyard Foods took over Noliko in June 2011

With approximately € 414m of sales and 380,000 tonnes of production, Greenyard Foods’ frozen division has an estimated market share of 7.5% and is number two in Europe behind another Belgian group Ardo-Dujardin and far ahead of Vitro from Spain.

TOP 10 EU FROZEN PRODUCERS

Company Origin Sales (€ m) Est. Market Share

Ardo-Durjardin B 810 13.5% Greendyard Foods B 414 7.5% Vitro S 240 4.0% Dicogel-Westfro B 215 3.6% Bonduelle F 200 3.3% D'Arta B 150 2.5% Pastfrost B 115 1.9% Horafrost B 110 1.8% Cong. De Navarra S 95 1.6% Dejaeghere B 50 0.8%

Source: De Tijd, Company websites, KBC Securities Greenyard Foods took over Noliko in June 2011

In July 2011, Greenyard Foods took over Noliko for an EV of € 155m and Gimv entered the capital of Greenyard Foods as part of the transaction was financed by a capital increase of € 44m and a subordinated loan with warrants for € 36m.

Noliko today Noliko is a fast-growing, internationally-active food products company.

Next to canned products, Noliko also excels in the preparation of ready-to-eat foods, such as soups, sauces, dips and pasta dishes. Today, Noliko is the number five in Europe in this segment.

Canned vegetables market In terms of retail prices, the canned vegetables market is worth nearly

€ 5bn in western Europe (excl. tomatoes close to € 4bn) and growing with inflation. Vegetables cover a broad range of products.

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France, Germany and the UK are the largest canned vegetable

markets. Private labels represent 53% of the market in sales value (but more in volume terms). In the branded part, Bonduelle is the market leader with an estimated market share of >25% and Cecab is the number two with around 15-20%. In the sub-top, the players are of similar size, each with a focus on different markets or product groups: Premier, Noliko, Coroos, Lutece and Conserva Italia. Noliko is the number five in Europe.

Sauce market The sauce market has many sub segments. Noliko is active in wet

cooking sauces and dips. These West-European markets are worth respectively € 4.6bn and € 0.9bn.

Cooking sauces market is more dynamic Compared to canned vegetables, the cooking sauces market is more

dynamic with growth rates between 3% and 7%. Pasta sauces are the largest segment, followed by oriental sauces. This market is dominated by strong brands (Bertolli, Knorr, Heinz, Uncle Bens) with Unilever as the leader with around 16% market share. Private labels are less important (slightly below 20%).

Important private-label manufacturer Only a fraction of Noliko’s sales are commercialised under their own

brand. Noliko exports the majority of its products to EU countries, mostly Germany. It has about 700 employees and cooperates with over 300 Belgian, Dutch and German farmers with crop areas available for future growth of over 4,500 ha.

Foodservice & Hotel and Catering Noliko also develops a range of useful products especially for the

Foodservice, Hotel and Catering segments. This gives the institutional chef the possibility of serving a large number of quality meals quickly. The packages are adapted to the newest technological developments in large institutional kitchens.

SYNERGIES IN THE PRODUCTION PROCESS Precise planning Every year, Pinguin as well as Noliko agronomists prepare a sowing

and harvesting schedule. They select the best soils in the most suitable regions of Europe, together with the farmers and cooperatives. Crop rotation is crucial: it allows them to prevent soil diseases and to maximize yields.

From the field to processing The entire cultivation process is monitored to harvest the vegetables at

optimum maturity. Thanks to the short transport times, the freshness of vegetables and fruit is preserved.

Washing, cutting and blanching Extremely thorough cleaning is the first step in processing; it ensures

that all dirt (sand, soil, insects…) is removed. Fruit and vegetables are then peeled and cut, and briefly bleached to deactivate enzymes and to fix the natural colour. From then on the process for frozen vegetables is different to that for canned.

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In the freezing process In the freezing process the vegetables are cooled, spread out on a

conveyor belt and taken towards the ‘flow-freezer’ where an air flow at -30°C is blown onto the vegetables to cool them to a temperature of minus 18°C in just a few minutes. The frozen vegetables are kept in cold stores at a temperature of down to -28°C. This guarantees all-year-round availability, regardless of the harvest season.

CONCENTRATION OF CLIENTS IN SALES (FY14/15) REBITDA-BRIDGE PREPARED DIVISION

Source: Greenyard Foods Group, KBC Securities Source: Greenyard Foods Group, KBC Securities RESULTS PREPARED DIVISION FY14/15 sales increased 2.0% to € 635.4m, after 1.1% growth in the

frozen division and a solid increase of +3.7% in the canning division. FX had a positive sales effect of 1.3%. FY14/15 REBITDA grew € 11.1m (+21.6%) y/y to € 62.6m. Of this, the bulk (€ 5.9m) is due to the commercial and operational results in both divisions following enhanced operational efficiency and a stronger focus on portfolio mix. As expected, ending the rental of the production facilities following their acquisition had an impact of € 5.2m on REBITDA. REBIT increased € 4.3m y/y to € 29.9m. Greenyard Foods has a diversified client base with the largest 10 only accounting for 38% of group sales.

PREPARED

€ m (April till March) FY12/13 FY13/14 FY14/15 FY15/16E FY16/17E FY17/18E

Sales 612.1 623.1 635.4 656.6 678.6 701.4 REBITDA continuing operations 43.5 51.4 62.6 64.1 66.5 69.3 REBITDA margin 7.1% 8.3% 9.8% 9.8% 9.8% 9.9% Non-recurring items (1.4) (1.8) (1.4) 0.0 0.0 0.0 EBITDA continuing operations 42.1 49.7 61.2 64.1 66.5 69.3 EBITDA margin 6.9% 8.0% 9.6% 9.8% 9.8% 9.9% REBIT 22.5 25.6 29.9 31.9 36.0 39.8 REBIT margin 3.7% 4.1% 4.7% 4.9% 5.3% 5.7% Non recurring 2.4 4.9 2.4 - - - EBIT 20.1 20.7 27.5 31.9 36.0 39.8 EBIT margin 3.3% 3.3% 4.3% 4.9% 5.3% 5.7%


Top 1039%

Other61%

43.5

51.4

62.5

5.93.4

-1.4

5.2

5.9

0

10

20

30

40

50

60

70

REBITDAFY12/13

Renteffect

Operations Corporatecharges

REBITDAFY13/14

Renteffect

Operations REBITDAFY14/15

COMPANY NOTE

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Frozen part of the Prepared division FY14/15 sales for the Frozen activities of the Prepared division

(65.2% of total of Prepared) grew 1.1% to € 414.1m due to a volume decrease (-2.6%), a positive portfolio mix effect (+1.8%) and a positive exchange rate effect (+1.9%) mainly related to the GBP. Sales were impacted for eight months by the embargo from Russia, which came in to effect in August 2014. Russia represents 1.7% of the sales of the frozen division compared to 3.6% last year. The € 7.5m REBITDA growth in Frozen to € 33.6m (REBITDA margin from 6.4% to 8.1%) was explained for € 3.3m by the commercial and operational results. These consist of efficiency improvements and a focus on the portfolio mix. The termination of the rent of production facilities had a positive impact of € 3.7m on REBITDA and € 0.5m came from GBP exchange rate fluctuations. The REBIT growth of € 2.6m to € 14.3m was mainly explained by the commercial and operational results of the division.

FROZEN PART OF PREPARED DIVISION


Sales 407.7 409.8 414.1 426.6 439.3 452.5 REBITDA continuing operations 21.3 26.1 33.6 34.4 35.7 37.4 REBITDA margin 5.2% 6.4% 8.1% 8.1% 8.1% 8.3% EBITDA continuing operations 19.9 21.6 29.0 34.4 35.7 37.4 EBITDA margin 4.9% 5.3% 7.0% 8.1% 8.1% 8.3% REBIT 9.7 11.7 14.3 15.3 17.6 19.9 REBIT margin 2.4% 2.8% 3.4% 3.6% 4.0% 4.4% EBIT 7.2 6.8 11.9 15.3 17.6 19.9 EBIT margin 1.8% 1.6% 2.9% 3.6% 4.0% 4.4%

Source: Greenyard Foods Group, KBC Securities CANNING PART OF PREPARED DIVISION


Sales 204.3 213.3 221.2 230.1 239.3 248.9 REBITDA continuing operations 22.2 25.3 28.9 29.7 30.8 31.9 REBITDA margin 10.9% 11.9% 13.1% 12.9% 12.9% 12.8% EBITDA continuing operations 22.2 25.3 28.9 29.7 30.8 31.9 EBITDA margin 10.9% 11.9% 13.1% 12.9% 12.9% 12.8% REBIT 12.8 13.9 15.7 16.6 18.4 19.9 REBIT margin 6.3% 6.5% 7.1% 7.2% 7.7% 8.0% EBIT 12.8 13.9 15.7 16.6 18.4 19.9 EBIT margin 6.3% 6.5% 7.1% 7.2% 7.7% 8.0%


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Canning part of the Prepared division The FY14/15 sales of the Canning part of the Prepared division

(34.8% of Prepared) increased 3.7% y/y to € 221.2m. FY14/15 REBITDA increased € 3.7m to € 28.9m (RE. BITDA margin from 11.9% to 13.1%), of which € 2.2m was mainly caused by commercial results and to a lesser extent by operational efficiencies. Termination of the rent following the acquisition of the production facilities had a positive impact on REBITDA of € 1.5m. The REBIT growth of € 1.7m to € 15.7m can almost entirely be explained by the commercial and operational results of the division.

UNIVEG’S FRUIT & VEGETABLE TRADING BUSINESS

History Hein Deprez started to grow mushrooms in 1983. A few years later, in 1987, he founded Univeg. Over the 1990-2005 period, the company expanded abroad through the acquisition of several agricultural operations and companies in the chain of production, logistics and distribution. In 2005, Univeg took over Bakker Barendrecht, one of the largest fruit and vegetable companies in the Netherlands and a key player in the production of fresh produce. In 2006, CVC Funds acquired a 50% stake and Univeg announced the merger with Bocchi Group, a producer and marketer of fresh fruit, vegetables, plants and flowers with a German client base. This transaction quadrupled the group’s volumes and extended its global reach. A few years later, CVC’s stake was increased to 70%, with Deprez remaining a minority shareholder. In July 2013, CVC sold its stake to a consortium led by Hein Deprez and South African family investors.

SALES PER DIVISION (FY2014) SALES PER COUNTRY (FY2014)

Source: Greenyard Foods Group, KBC Securities Source: Greenyard Foods Group, KBC Securities Product offering The fresh fruit (and vegetable) business basically flows from south to

north. With production in the southern region and consumption in the northern part of the world. What distinguishes Univeg from competition is a wide product assortment of both vegetables and fruit.

F&V95%

T&L0%

F&P3%

FP2% Germany

45%

Netherlands25%

Belgium10%

Other20%

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Global sourcing Univeg’s global sourcing presence guarantees a year-round product

offering of fruit & vegetables. Today fruit represents 61% of sales, vegetables 38% and convenience products (pre-cut vegetables & salads) 1%. Within the fruit category, tropical fruit (pineapple, bananas, mangos…) are the most important, representing around 23% of total sales. This is closely followed by deciduous fruit (apples, kiwis, pears…) and citrus fruit (oranges, limes, lemons…) at respectively 15% and 10% of sales. The diverse portfolio thus consists of a large variety of fruit and vegetable which prevents Univeg from being dependent on one individual category.

SCALE AND BREADTH OF PRODUCT OFFERING SALES PER PRODUCT (2014)

Source: Greenyard Foods Group, KBC Securities Source: Greenyard Foods Group, KBC Securities Strategy We believe that Univeg distinguishes itself from competition through its

rigorous control of operations, which ensures consistent product quality, and its integrated business model, which covers the entire value chain from production to delivery.

A cornerstone of its strategy is to move away from pure transactional

trading towards a more value-added service delivery (closer client relationship and broadening the product range by including convenience products).

In addition to building closer client relationships, Univeg is also trying

to capture a growing share of sales in relatively underdeveloped markets like France, the United Kingdom and the United States, where it is currently a relatively small player.

Given the importance of volumes, Univeg is also focusing its attention

on expanding into new markets around the world. Univeg can utilize its local connections in South America and the Middle East to take advantage of new growth opportunities in these regions.

FRU

IT

Deciduous fruit

Tropical fruit

Citrus fruit

Stone fruit

Fair-trade/ Organic produce

Dried fruit

VE

GE

TAB

LES Pre-cut

vegetables

Herbs

Vegetables

Tropical fruit23%

Deciduous fruit14%

Citrus fruit10%

Stone fruit5%

Fair-trade/Organicproduce

3%

Other fruits5%

Vegetables39%

Pre-cut vegetables & salads

1%

COMPANY NOTE

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Four divisions The group is organised in four divisions: Fruit & Vegetables (95% of FY14 sales) F&V is responsible for the trading, distribution, transportation and

ripening of fruit & vegetables around the globe. Every year, Univeg sells >1.1bn kg fruit and >0.7bn kg vegetables. Over 95% of sales take place in Europe (including Russia) while the remainder is in the highly-fragmented US market.

Products are mainly sold under private labels of Europe’s largest

suppliers (e.g. Rewe, Aldi, Delhaize, Lidl etc). Univeg has well-established relationships with 25 of Europe’s 30 largest retailers. The 10 largest clients accounted for 74% of 2014 sales. While this can look risky at first sight, it needs to be put in to perspective. This is the result of Univeg’s strategy to build closer relationships with its core clients. The fact that Univeg’s operations are closely intertwined with those of these clients limits the risk of losing them. Note that the relationships with the largest clients have lasted for more than 20 years on average.

CONCENTRATION OF CLIENTS IN SALES (FY14/15)

Source: Greenyard Foods Group, KBC Securities Apart from private label products, Univeg also has some branded

products that are positioned as high-quality food products with unique properties (e.g. Alara is recognized as the leading cherry supplier in Europe).

This division sources its supply from Fruit Partners and directly from

production partners and grower co-operatives in Europe and overseas. Fruit Partners (2% of FY14 sales) FP is in charge of the sourcing (growing, picking, packing) of fruit &

vegetables all over the world. Univeg’s focus is also on the sale of rare varieties that spear-head the total product offering.

Sourcing is from owned land and from third parties. Many of the own

production locations have been carved out following the creation of The Fruit Farm Group (owned by Hein Deprez & Co), with which Univeg still has a sales, marketing & distribution agreement. The impact is fairly limited on Univeg as it will continue to commercialize the produce.

Top 1074%

Other26%

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Univeg has progressively reduced its ownership of plantations,

switching more to third-party growers, a move that has freed-up resources for the development of new business opportunities. The recent creation of the Fruit Farm Group must be seen in this context.

Flowers & Plants (3% of FY14 sales) F&P is a supplier of a wide range of flowers and plants (cut flowers,

potted plants and plant arrangements). It controls the value chain from growing to packaging and marketing. The business is relatively small but facilitates a closer connection with customers. After some reorganisations (and disposals), F&P is essentially focused on two countries: Germany and the UK.

Transport & Logistics (0% of FY14 sales) T&P is responsible for the national and international transport and

distribution by truck, and offers value-added supply chain management solutions (cross-docking, picking…). Services are provided to internal and external clients. The company consists of four national and international transport companies that deliver over 10,000 pallets each day. Tasks include the transport, order picking, packing and reception of goods.

Landscape The fresh fruit and vegetable market in the EU-28 is worth an

estimated € 84.0bn. Trading in fruits & vegetables is a commodity business characterised by thin margins. Not only is it a commodity business, it is also highly competitive due to the perishable nature of the produce that cannot be stocked for long periods. Furthermore, the seasonality, the weather risk and even the geopolitical risk increase the need for well-balanced and geographically-diversified operations.

Competitive overview Agriculture does not require sophisticated knowledge. The marketing

and distribution of produce requires approval from food and health & safety regulations, which are becoming increasingly stringent. To be competitive, the industry needs critical mass, established logistics networks and the ability to adapt to changing demands.

Industry is increasingly consolidating Facing the larger retailers, which account for 70-90% of all food retail

sales in most European countries, trading companies can strengthen their position by increasing their shelf space at retailers. As such, the industry is increasingly consolidating. Note that retailers typically see fresh produce as an important differentiating factor relative to rivals, which is positive for the suppliers.

Participants control their operations Most of the market participants control their operations, from growing

and harvesting to transportation and warehousing. Supplier power is therefore relatively low.

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Agricultural companies are plentiful and product differentiation is

minimal. The main differentiating factors are the relationships with retailers and the level of service to clients. To attenuate differentiation, growers respond to very specific customer needs (in terms of mix, packaging, grades etc.), offer additional levels of service (e.g. category management, warehousing) or even the development of proprietary varieties with improved characteristics (size, flavour, colour, resistance) in exchange for a privileged supplier position.

Margin protection through several mechanisms

Before having a look at Univeg’s financials, it is important to highlight that nearly 75% of total costs are linked to the cost of produce. As such, the volatility of the underlying fruit and vegetables is important to the group. However, mechanisms in place mean that around 90% of Univeg’s margins (as a percentage of sales) are relatively protected from possible price volatility. The different type of contracts include: free consignment (usually used for imports with long lead times), cost plus, back-to-back or fixed percentage margins. On this part of the business, there is clearly limited upside or downside potential but there is strong incentive to operate as efficiently as possible. The remaining 10% remains more at risk.

FRESH

€ m FY13 FY14 LTM MAA15 FY15/16E FY16/17E FY17/18E

Sales 3,134.6 3,264.7 3,310.5 3,124.0 3,284.6 3,428.7 REBITDA 71.6 77.4 76.9 76.5 82.1 87.4 REBITDA margin 2.28% 2.37% 2.32% 2.45% 2.50% 2.55% Non-recurring items -12.5 -9.1 -10.4 0.0 0.0 0.0 EBITDA 84.1 86.5 87.4 76.5 82.1 87.4 EBITDA margin 2.68% 2.65% 2.64% 2.45% 2.50% 2.55% REBIT 41.6 38.3 41.9 42.9 49.3 55.4 REBIT margin 1.33% 1.17% 1.27% 1.37% 1.50% 1.62% Non recurring 13.9 15.0 13.0 0 0 0 EBIT 55.5 53.3 54.9 42.9 49.3 55.4 EBIT margin 1.8% 1.6% 1.7% 1.4% 1.5% 1.6%

Source: Greenyard Foods Group, KBC Securities Revenue growth Revenue growth was supported by the returns on investments in

ripening infrastructure for high-value-added products like mangos and avocados. The company also benefited from volume growth but suffered from price deflation. The acquisition of EWT (UK) and start-ups (e.g. Czech Republic) contributed to growth. The growth trends are confirmed in LTM FY14/15 (ended March 2015), where the group realised 2.2% growth.

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REBITDA grew sequentially With fairly stable margins, REBITDA has grown sequentially as the

company benefits from top-line growth and the implementation of several cost saving initiatives. Most underperforming units have now been divested or turned around.

Since the end of March, Univeg has lost an important German client

(+/- € 300m sales) after the two companies could no longer agree on the terms of their relationship. This will have an impact going forward, both on sales and on margins. We have assumed a € 6.0m EBITDA impact as we suspect the contract was less profitable than the average contracts.

PROFITABILITY COMPARED TO PEERS

Sales Gross Profit

EBITDA EBIT Gross Margin

EBITDA as % of Sales

EBITDA as % of GP

EBIT as % of Sales

EBIT as % of GP

CE ROCE

Chiquita 2,324.1 214.2 106.1 60.3 9.2% 4.6% 49.5% 2.6% 28.2% 937.0 4.8% Del Monte 2,957.5 271.6 194.3 136.0 9.2% 6.6% 71.5% 4.6% 50.1% 1,491.9 6.8% Fyffes 1,090.9 104.2 48.2 38.9 9.6% 4.4% 46.3% 3.6% 37.4% 201.8 14.5% Dole* 4,247.0 367.8 146.0 24.0 8.7% 3.4% 39.7% 0.6% 6.5% 1,345.1 1.3% Total Produce 2,667.0 357.8 57.9 37.1 13.4% 2.2% 16.2% 1.4% 10.4% 360.2 7.7% Univeg 3,264.7 211.9 86.5 53.3 6.5% 2.6% 40.8% 1.6% 25.2% 259.6 15.4%

Source: Factset, Company websites, KBC Securities *in $ & 2012 figures Integrated companies generated higher margin

From the table above, we can see that the integrated companies generated higher margins than the service providers. In terms of return on capital, the picture is reversed. While Univeg has significantly lower margins than e.g. Del Monte, it generates more than twice its ROCE.

PEATVEST’S SOIL IMPROVERS AND GROWING MEDIA

History Peatinvest was created in 1997 by the integration of Peltracom and Agrofino, two leading companies active in the growing media market with top three positions in their respective fields.

Business Peatinvest has been involved in the horticultural sector for 30 years

and has 330 employees. It commercializes more than a thousand different potting soils, under the Peltracom or Aura brand for the professional market (36% of sales) and retailer brand Agrofino and Sterlux for the hobby market (64% of sales). The company also has a strong position in retailer labels. In addition, it produces peat, bark and soil improvers for plants, fruits & vegetables.

Peatinvest has nine production sites in Europe (France, Belgium,

Poland and Latvia) and owns 1,450ha of peat (turf) fields in Latvia and Poland to guarantee the continuous supply of top-quality raw materials. With an annual production of 1.5m m³, it is ranked number three in Europe. The company has 40-50 years of peat stock available at current extraction rates.

COMPANY NOTE

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Strategy The company focuses on value-added products and high-quality

service, which results in strong margins. Peatinvest’s vertical integration from extraction to end-user is a cornerstone of the company’s strategy. It protects the company against price fluctuations and guarantees stable quality while supporting margins. It is currently working on several products, including 100%-recyclable growbags, substrate lines for urban green or landscaping and blocking compost.

Strategy More than half (52%) of the company’s sales are realised in France.

Benelux (24%) and Poland (18%) account for another (42%). Export outside these three countries is rapidly increasing and products are already available in 53 countries.

SOIL IMPROVERS AND GROWING MEDIA

€ m (April till March) FY13 FY14 LTM FY14/15 FY15/16E FY16/17E FY17/18E

Sales 61.7 65.2 66.3 69.3 72.4 75.7 REBITDA continuing operations 6.3 7.8 8.5 8.9 9.4 9.8 REBITDA margin 10.2% 11.9% 12.8% 12.8% 13.0% 13.0% Non-recurring items - - 0.4 - EBITDA continuing operations 6.3 7.8 8.0 8.9 9.4 9.8 EBITDA margin 10.2% 11.9% 12.1% 12.8% 13.0% 13.0% REBIT 2.8 4.4 5.0 5.3 5.7 6.1 REBIT margin 4.6% 6.7% 7.5% 7.7% 7.9% 8.1% Non recurring - - 0.4 0 0 0 EBIT 2.8 4.4 4.6 5.3 5.7 6.1 EBIT margin 4.6% 6.7% 6.9% 7.7% 7.9% 8.1%

Source: Greenyard Foods Group, KBC Securities Continuous growth In 2014, sales grew 5.8%, driven by a strong increase in the Polish

market and solid export figures. B2C sales benefited from favourable weather conditions in early Spring 2014. Given that Greenyard Foods’ book year closes at end-March, both Univeg (closing 31/12) and Peatinvest (30/09) had to provide P&Ls closing at that date for comparison reasons. At LTM FY14/15 (ended March 2015) the growth trend is confirmed. The combination of a good harvesting season and cost cutting initiatives has resulted in progressively improving margins.

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FORECASTS

PROFIT AND LOSS The starting point of our model is the pro-forma numbers for the year

ended on 31 March 2015. Peatinvest used to close its year on 30 September and Univeg on 31 December. As such, for both companies last-twelve-months (LTM) figures were provided at the end of March 2015 to be in line with Greenyard Foods’ bookyear.

GREENYARD FOODS GROUP INCOME STATEMENT

€ m (April till March) FY14/15 FY15/16E FY16/17E FY17/18E

Sales Prepared 635.4 656.6 678.6 701.4 Sales Fresh 3,310.5 3,124.0 3,284.6 3,428.7 Sales Growing Media 66.3 69.3 72.4 75.7 Total Sales 4,012.1 3,850.0 4,035.7 4,205.8 Sales growth -4.00% 4.80% 4.20% REBITDA Prepared 62.6 64.1 66.5 69.3 REBITDA Fresh 76.9 76.5 82.1 87.4 REBITDA Growing Media 8.5 8.9 9.4 9.8 REBITDA 148.0 149.5 158.1 166.6 REBITDA margin 3.70% 3.90% 3.90% 4.00% Depreciation and amortisation -71.1 -69.4 -67.1 -65.2 Non recurring elements included in EBIT 10.2 0.0 0.0 0.0 EBIT Prepared 27.5 31.9 36.0 39.8 EBIT Fresh 54.9 42.9 49.3 55.4 EBIT Growing Media 4.6 5.3 5.7 6.1 EBIT 87.0 80.1 91.0 101.4 EBIT margin 2.20% 2.10% 2.30% 2.40% Net interest -48.4 -46.5 -43.3 -38.3 Pre-tax earnings 38.6 33.6 47.7 63.0 Taxes -7.7 -8.1 -11.5 -15.1 Discontinued & other - - - - Consolidated earnings 31.0 25.5 36.3 47.9 Minority interests - - - - Net earnings 31.0 25.5 36.3 47.9

Source: Greenyard Foods Group, KBC Securities The combined pro-forma figures have however been adjusted for two

items: on the one hand, REBITDA was corrected for the discontinuation of management and shareholder fees going forward (€ 2.4m) and the capital increase resulting from the exercise of warrants by the GIMV (€ 25.1m).

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Loss of major contract in Germany For next year, the loss of a major contract in Germany (€ 300m yearly

sales and € 6m EBITDA according to us) will have a significant impact on the FY numbers. We assumed that this negative impact could be compensated for within three years.

€ 200m revenue synergies to be achieved over 3-5 years

Note that the company is guiding for € 200m of revenue synergies to be achieved over three to five years. We have assumed they would be reached in four years at a tempo of € 50m per annum. Additionally, we are banking on 1.0% underlying organic growth for fresh (ex-Univeg), 2.1% for the prepared division (ex-Greenyard) and 3.1% for Peatinvest. As such, we expect a sales CAGR of 1.6% over FY14/15 to FY 17/18. Our forecasts do not assume any acquisitions.

Strong growth rates This compares with a CAGR of 1.9% for Greenyard Foods (FY 12/13

to FY 14/15), 5.0% for Univeg (2011 to 2014) and 3.7% for Peatinvest (2011 to 2014). The separate entities were able to show strong growth rates backed by their ability to strengthen their market position and by a track record of successful integration. By the end of the considered period we expect the new group to post € 4.2bn of sales.

SALES BRIDGE FY14/15 TO FY17/18 REBITDA BRIDGE FY14/15 TO FY17/18

Source: KBC Securities Source: KBC Securities Expected top-line synergies will result in an improving product mix and operating leverage

The expected top line synergies will result in an improving product mix and operating leverage. We have assumed that the loss of the German contract in the fresh division would cost the company € 6m per annum. However, we have also made the assumption that this lost contract could be compensated for over a three-year period.

Expect a progressive improvement of margins for all divisions

Given the above, we are expecting a progressive improvement of margins for all divisions. In the fresh division we have taken into account the expected synergies, the cancellation of management & shareholder fees (€ 2.4m for ex-Univeg and ex-Peatinvest) and the impact of the loss of the German contract. As we have assumed lower-than-average margins on the latter, we expect this cancellation to have a positive impact on margins. For the growing media division, we also expect the cancellation of the management and shareholder fee to have a positive impact on profitability.

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Sales FY14/15 Loss GermanContract

Discontinuedoperations

Organic growth Synergies CompensatingLidl

Sales FY17/180

20

40

60

80

100

120

140

160

180

REBITDAFY14/15

Shareholder fee Loss GermanContract

Synergies OperatingLeverage

REBITDA FY17/18

COMPANY NOTE

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Expect REBIT margins to increase from 1.91% in FY14/15 to 2.41% in FY17/18

The combination of EBITDA margin expansion and lower depreciation and amortisation charges will have an enhancing effect on operating profit. Hence, we expect REBIT margins to increase from 1.91% in FY14/15 to 2.41% in FY17/18.

Debt refinancing While it seems clear that the company is willing to refinance its debt

we have not assumed any benefits from this in our scenario, as the timing and terms are too uncertain. The earliest window of opportunity seems to be the end of 2016 when the high-yield bond becomes callable (maturity 2020). The bond documentation foresees a decreasing repayment penalty (% of the nominal amount): November 2016 3.983% (€ 11.4m), November 2017 1.969% (€ 5.6m) and at par thereafter. Obviously whether the high-yield bond is repaid early or not will depend on the financing conditions at the end of 2016. There is a strong incentive to refinance in 2016 if the interest cost of the new debt is below 6.8% (YTM: 6.75% / YTC: 6.5%) as the delta with the current coupon covers the expected reimbursement premium. This however excludes other (legal, banking…) costs related to the transaction. The retail bond cannot be repaid earlier than its term. We are however expecting lower net financial expenses as a result of the group’s progressive deleveraging.

In FY14/15 earnings before taxes amounted to € 41.3m (KBCSe)

which included a € 10.2 non-recurring element. Corrected for this underlying earnings before taxes would have been € 31.1m. As the company paid € 7.7m taxes, the implicit tax rate is 25%. Going forward the company expects € 1.0m of tax savings thanks to more efficient tax planning. We have thus assumed a lower tax rate going forward.

Consequently, we expect adjusted net profit to progressively improve

from € 23.5m in FY14/15 to € 47.9m in FY17/18, or a CAGR of 26.9%.

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BALANCE SHEET Goodwill is an important line in the balance sheet as it accounts for

nearly 30% of total assets. The intangibles line can be split into goodwill (€ 604.6m) and intangible fixed assets (€ 159.0m). Half of the goodwill is related to the consolidation of Univeg and Peatinvest. Another large chunk (+/- € 240m) is linked to the legal reorganisation of Univeg in 2013.

The remainder is goodwill related to the acquisition of all the groups.

So far, no impairment has been made on the goodwill. Other intangible assets include client relationships which the group amortises each year over a 25-year time period.

GREENYARD FOODS GROUP BALANCE SHEET


Intangible assets 763.6 763.6 763.6 763.6 Tangible assets 377.7 363.3 346.3 326.1 Financial assets 25.8 25.8 25.8 25.8 Other assets 59.6 59.6 59.6 59.6 Inventories 302.0 290.1 304.1 316.9 Receivables 335.1 323.6 335.5 346.4 Cash & equivalents 143.6 162.5 197.2 244.7 TOTAL ASSETS 2,007.5 1,988.5 2,032.0 2,083.2 Equity 662.8 669.5 685.3 711.0 Minorities - - - - Provisions 34.7 34.7 34.7 34.7 LT financial debt 449.3 449.3 449.3 449.3 Other liabilities 169.9 168.8 170.3 171.7 Payables 599.7 575.0 601.2 625.2 ST financial debt 91.2 91.2 91.2 91.2 TOTAL LIABILITIES 2,007.6 1,988.5 2,032.1 2,083.2

Source: Greenyard Foods Group, KBC Securities For Fresh and Prepared, inventories and receivables are relatively

important. There is a large degree of intra-year seasonality. Fresh generates a higher portion of its sales in 1H (calendar year) while 2H typically has lower sales resulting in declining WC needs. For Prepared, there is an inventory build-up during the production season in order to be able to make deliveries over the whole year. Production peaks in July to November.

Factoring as an alternative source of funding

Given the importance of working capital management, Fresh and Prepared have factoring agreements in place through which receivables of high credit-worthy retailers are sold. Optically, this improves the balance sheet.

In December 2014, Fresh (Univeg) signed a € 350m 4-year factoring

agreement with a consortium of Belgian banks. € 285.0m was used at the end of March 2015.

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Prepared (Greenyard Foods) has a program of up to € 70m and

€ 54.6m was used at the end of March 2015. Working capital tends to be higher at the start of the calendar year.

Both programs have existed for several years now and are part of the

company’s financial management. Factoring, off-balance sheet and fully non-recourse, provide a very attractive financing method. We estimate that total yearly cost could be as low as 2%.

We might argue whether this should be considered as debt but the

reality shows that in the two bonds and the Revolving Credit Facility (RCF) documentation, factoring is not considered as part of financial debt and is therefore excluded from the covenant calculation.

We tend to believe that this is part of working capital management and

therefore we do not consider it as debt. If we include this in our adjusted leverage calculation then we would see leverage increasing from 2.5x to 4.7x.

GREENYARD FOODS GROUP PERFORMANCE RATIOS


Net debt 396.8 378.0 343.3 295.7 Equity 662.8 669.5 685.3 711.0 Net debt / Equity + Minorities 59.90% 56.50% 50.10% 41.60% EBITDA 158.2 149.5 158.1 166.6 Net debt / EBITDA 2.5 2.5 2.2 1.8 Factoring 339.4 331.1 347.1 361.7 Adj. Net debt 736.2 709.1 690.4 657.4 Adj. Net debt/EBITDA 4.7 4.7 4.4 3.9 Net working capital 37.4 38.6 38.3 38.0 Sales 4,012.1 3,850.0 4,035.7 4,205.8 Net working capital / sales 0.90% 1.00% 0.90% 0.90% Net capital expenditure -78.4 -55.0 -50.0 -45.0 CAPEX/ Sales 2.00% 1.40% 1.20% 1.10% Free cash-flow 25.6 22.7 40.2 54.7 FCF / Sales 0.60% 0.60% 1.00% 1.30%

Source: KBC Securities The group has three core financing components: First, a € 285m high-

yield bond issued by Univeg with a 7.875% coupon and November 2020 maturity. Secondly, a € 150m retail bond issued by Greenyard Foods with a 5.0% coupon and July 2019 maturity. Finally, a five-year € 150m (used € 67.6m at FY14/15) RCF at the level of Greenyard Foods.

As such, we note that the group has no significant debt maturities in

the very short term. Therefore, we expect all efforts to focus on the integration of the businesses and the improvement of operations.

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CASH FLOW Going forward we expect improving cash generation as we anticipate

lower capital expenditure (mainly at the level of the former Greenyard Foods) and improving profitability. An additional trigger could be the successful refinancing of the costly high-yield bond. The bond is currently trading at a yield to maturity of 6.75%. If the bond can be refinanced at this level, then it could imply an annual interest cost saving of € 3.5m.

GREENYARD FOODS GROUP CASHFLOW FORECASTS (€ m)

€ m (April till March) FY14/15* FY15/16E FY16/17E FY17/18E

Consolidated earnings 31.0 25.5 36.3 47.9 Depreciation, amortisation & impairment 71.1 69.4 67.1 65.2

Other cash flow from operations -15.0 -15.0 -15.0 -15.0 Change in working capital 16.9 -2.2 1.8 1.7 CASH FLOW FROM OPERATIONS 104.0 77.7 90.2 99.7 Net capital expenditure -78.4 -55.0 -50.0 -45.0 Acquisitions / disposals 62.2 0.0 0.0 0.0 Other cash flow from investments -2.9 0.0 0.0 0.0 CASH FLOW FROM INVESTMENTS -11.7 -55.0 -50.0 -45.0 Dividend payments 0.0 -3.8 -5.4 -7.2 Shares issues 25.1 0.0 0.0 0.0 New borrowings / reimbursements -72.3 0.0 0.0 0.0 Other cash flow from financing 0.0 0.0 0.0 0.0 CASH FLOW FROM FINANCING -47.2 -3.8 -5.4 -7.2 Fx and changes to consolidation scope - - - -

CHANGE IN CASH & EQUIVALENTS 45.1 18.8 34.7 47.6

Source: KBC Securities *KBC Securities estimates Deleveraging possible In the absence of M&A we expect a progressive deleveraging of the

company towards 2.0x EBITDA by end FY17/18. There are plenty of opportunities in the sector and we suspect the group will be tempted by targets that offer attractive overlap and pricing, most likely at the level of the fresh division (Univeg).

Prudent on M&A There are numerous smaller local players that do not have the scale to

survive due to tightening regulations, more sophisticated clients and more complicated access to suppliers. This offers a very attractive pool for large players like Greenyard Foods Group to fish in. For example, last year Univeg acquired EWT in the UK for EBITDA multiples of 5-6x. These multiples can be explained by the fact that those small players have few options.

Sector consolidation The fruit & vegetable industry is still very fragmented and we believe

that consolidation opportunities exist. According to the media, Bonduelle is reportedly in talks with a private equity firm about making a bid for General Mills' Green Giant vegetable business. Specialised media also report that the Dutch food processor Neerlands Glorie (also known as HAK) is being prepped for a sale by its private equity owner NPM Capital.

COMPANY NOTE

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Temporary exceeding 3.0x leverage Next to pricing, the targets need to expand the product mix, the client

mix or the geographical reach. We do not believe that the group is willing to materially exceed leverage of 3.0x and so we think that an acquisition would probably have an EV of € 150m (1x EBITDA). Any large acquisition will also be funded through equity.

LIQUIDITY We believe that the company has sufficient liquidity to cope with any

short-term hiccups considering that it has € 143.6m cash at hand and headroom under its RCF. We also expect a positive FCF in FY15/16 with only limited committed cash outflows.

COMPANY NOTE

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VALUATION

We have used two different valuation techniques. First, a SOTP to value the different components of the group and then a DCF valuation of the entire group. Using a blended average of these methods we set our target price at € 20 and re-initiate coverage after the placement with a Buy recommendation.

SOTP

The businesses have different dynamics and profitability levels. As such, they trade at different EV/EBITDA levels. These multiples were applied to our EBITDA forecasts which already include part of the expected synergy benefits. As an additional yardstick we have used recent transaction multiples to benchmark our outcome (see appendix).

PREPARED (FROZEN & CANNED) FRUIT AND VEGETABLES PEERS

Market Cap (€ m)

EV/EBITDA FY15E

EV/EBITDA FY16E

EV/EBIT FY15E

EV/EBIT FY16E

ConAgra Food 17,102 12.0 11.4 16.1 15.3 Pinnacle Food 4,743 13.7 13.1 16.4 15.6 Bonduellle 836 8.3 7.8 12.4 11.1 La Doria 395 7.5 6.8 9.4 8.4 Average 10.4 9.8 13.6 12.6 FRESH FRUIT AND VEGETABLES PEERS

Market Cap (€ m)

EV/EBITDA FY15E

EV/EBITDA FY16E

EV/EBIT FY15E

EV/EBIT FY16E

Total Produce 427 7.2 7.0 9.9 9.5 Fyffes 412 7.3 6.6 9.0 8.1 Fresh Del Monte Produce 1,875 Average 7.2 6.8 9.4 8.8 GROWING MEDIA PEERS

Market Cap (€ m)

EV/EBITDA FY15E

EV/EBITDA FY16E

EV/EBIT FY15E

EV/EBIT FY16E

Scotts 3,348 10.5 9.5 12.2 11.0 Central Garden 411 8.1 7.4 9.4 8.6 Hortico 9 6.7 4.9 7.8 5.7 Average 8.4 7.3 9.8 8.4

Source: KBC Securities, FactSet, Bloomberg For the prepared division we have excluded the multiples of the US

peers (Conagra & Pinnacle) as they distort the basis given that they trade at much higher multiples. For the rest we used the average multiples as they are summarized above. To some extent this could be considered as an understatement, as it only reflects part of the synergies (i.e. those which are included in our FY15/16 and FY16/17 estimates) but we prefer to be cautious.

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SUM OF THE PARTS VALUATION

EBITDA FY15/16

Average Multiple EV EBITDA

FY16/17 Average Multiple EV Transaction

Multiple EV

Prepared 64.1 7.9 506.1 66.5 7.3 485.7 8.6 551.0 Fresh 76.5 7.2 551.1 82.1 7.0 574.8 9.8 750.1 Growing Media 8.9 8.4 74.5 9.4 7.4 69.7 8.8 78.1 Total 149.5 1,131.7 158.1 1,130.2 1,379.1 Average multiple 7.6 7.2 9.2 Net Debt 378.0 343.3 378.0 Provisions 34.7 34.7 34.7 Equity Value 719.0 752.2 966.4 Equity Value p.s. 16.2 17.0 21.8

Source: Factset, Bloomberg, KBC Securities Looking at a broader peer group of private label suppliers to the retail

industry we see that they tend to trade higher than the multiples we have used in our SOTP, thus reinforcing our belief that we have been rather conservative.

PRIVATE LABEL/COMMODITISED PRODUCTS PRODUCERS

Market Cap. EV/EBITDA EV/EBIT P/E FCF Yield Div. Yield (€ m) FY15E FY15E FY15E FY16E FP15E FY16E FY15E FY16E FP15E FY16E

ConAgra Foods 17,102 12.0 11.4 16.1 15.3 19.7 18.6 6.4% 5.9% 2.3% 2.4% Cott 1,093 7.9 7.2 21.5 18.3 50.5 31.0 9.0% 12.8% 2.3% 2.2% Dean Foods 1,520 6.9 6.7 12.4 11.7 19.3 17.5 13.2% 7.7% 1.7% 1.8% Diamond Foods 921 13.7 11.9 19.3 16.7 30.0 25.3 8.0% 3.4% 0.0% 0.0% Greencore 1,822 12.9 11.4 17.9 15.6 18.1 15.9 -0.8% 2.4% 1.9% 2.2% Hormel Foods 14,163 13.4 12.1 15.1 13.7 23.3 21.4 4.5% 5.3% 1.7% 1.9% McBride 309 6.6 6.0 11.2 9.9 15.1 12.5 6.1% 6.2% 4.1% 4.1% Ontex* 1,884 11.9 10.9 14.2 13.0 17.9 16.1 4.4% 4.6% 0.7% 2.0% Pinnacle Foods 4,743 13.7 13.1 16.4 15.6 23.6 21.8 5.5% 4.9% 2.1% 2.2% Refresco Gerber 1,268 8.5 7.2 14.7 11.5 19.5 14.4 3.7% 8.1% 1.9% 2.6% Ter Beke* 138 4.8 4.3 10.1 8.9 14.6 11.8 5.2% 8.3% 3.1% 3.1% TreeHouse Foods 3,181 11.6 10.3 17.1 14.8 23.8 21.1 8.5% 5.5% 0.0% 0.0% Average 10.3 9.4 15.5 13.8 22.9 18.9 6.2% 6.3% 1.8% 2.0% Median 11.7 10.6 15.6 14.2 19.6 18.0 5.8% 5.7% 1.9% 2.2%

Source: FactSet, Bloomberg, KBC Securities *KBC Securities estimates

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DCF

DCF MODEL: CASH FLOWS (€ m)

Summary FY15/16E FY16/17E FY17/18E FY18/19E FY19/20E FY20/21E FY21/22E FY22/23E FY23/24E FY24/25E

sales 3,849.98 4,035.71 4,205.83 4,332.00 4,396.98 4,462.94 4,529.88 4,597.83 4,666.79 4,736.80 Gross margin 519.75 544.82 567.79 584.82 593.59 602.50 611.53 620.71 630.02 639.47 % of sales 13.5% 13.5% 13.5% 13.5% 13.5% 13.5% 13.5% 13.5% 13.5% 13.5% Operating expenses -439.65 -453.80 -466.41 -478.23 -483.21 -490.92 -498.29 -505.76 -513.35 -521.05 % of sales -11.4% -11.2% -11.1% -11.0% -11.0% -11.0% -11.0% -11.0% -11.0% -11.0% EBITDA 149.48 158.07 166.55 173.28 176.76 180.30 183.01 185.75 188.54 191.37 % of sales 3.88% 3.92% 3.96% 4.00% 4.02% 4.04% 4.04% 4.04% 4.04% 4.04% EBIT 80.10 91.02 101.38 107.43 112.41 112.80 114.26 116.75 119.54 122.37 % of sales 2.08% 2.26% 2.41% 2.48% 2.55% 2.62% 2.69% 2.76% 2.83% 2.90% Taxes -7.66 -8.06 -11.44 -12.89 -13.49 -13.54 -13.71 -14.01 -14.34 -14.68 Depreciation 69.38 67.05 65.17 65.85 64.35 67.50 68.75 69.00 69.00 69.00 % of Capex -126% -134% -145% -165% -143% -135% -125% -115% -115% -115% Operating CF 141.82 150.01 155.11 160.39 163.27 166.77 169.30 171.74 174.19 176.68 Capex -55.00 -50.00 -45.00 -40.00 -45.00 -50.00 -55.00 -60.00 -60.00 -60.00 Free operating CF 86.82 100.01 110.11 120.39 118.27 116.77 114.30 111.74 114.19 116.68 Discount factor 1.00 0.93 0.87 0.80 0.75 0.70 0.65 0.60 0.56 0.52 Discounted FCF 86.82 93.03 95.28 96.91 88.56 81.33 74.06 67.35 64.03 60.86

Source: KBC Securities The key assumptions of our DCF are:

• Sales growth at a CAGR of 2.1% • Terminal growth of 0.5% • EBIT margin: improving to 2.90% • WACC of 7.5% • Net Debt of € 395.0m and Provisions of € 34.7m

Based on these assumptions we obtain a DCF value of € 25.3 for the

company. SENSITIVITY DCF

WACC

7.0% 7.3% 7.5% 7.8% 8.0% 8.3%

Term

inal

gro

wth

0.00% 26.5 25.2 24.1 23.1 22.1 21.1 0.25% 27.2 25.9 24.7 23.6 22.6 21.6 0.50% 27.9 26.6 25.3 24.2 23.1 22.1 0.75% 28.7 27.3 26.0 24.8 23.6 22.6 1.00% 29.6 28.1 26.7 25.4 24.2 23.1

Source: KBC Securities

COMPANY NOTE

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APPENDIX

PEER GROUP THE FROZEN VEGETABLES AND FRUIT SECTOR ConAgra Foods ConAgra Foods is one of the largest US-based food companies active

in various segments of packaged and prepared food, including frozen fruits and vegetables (about 20% of the sales), through its Ralcorp Holdings division acquired in 2013. ConAgra Foods achieved sales of € 13.1bn in 2014, mainly in North America.

Pinnacle Foods Pinnacle Foods, based in the US, is active in frozen foods, spices,

baking mixes and packaged meat. Its frozen fruits and vegetables division is the market leader in North America and achieved nearly 50% of its revenue through its premium brand Birds Eye, purchased in 2009. Pinnacle Foods achieved FY14 sales of € 2bn.

Although, ConAgra Foods and Foods Pinnacle can be regarded as

large-scale companies in the market for packed foods, they are both exposed to the deep-frozen food market, especially in the vegetables, fruits and prepared meals segments through their specialist divisions, respectively Ralcorp Holdings Birds Eye.

We excluded General Mills as its management has tightened its focus

on its five key global categories (cereal, yogurt, premium ice cream, convenient meals, snacks) in recent years, which has led to some speculation around the company’s ‘non-core’ assets. For example, we highlight recent media reports regarding the company’s interest in selling Green Giant (Reuters 3/11/15). General Mills already looked into selling Green Giant’s canned business shortly after acquiring the brand in 2001 (via Pillsbury), but ultimately found that the supply chain link with the frozen side made splitting the business unattractive if not impossible. General Mills is very reluctant to shed assets and has tightened its focus on its 5 global categories.

THE CANNED AND FROZEN VEGETABLES SECTOR Bonduelle Bonduelle is a French company that is mainly active in the market of

preserved fruit and vegetables, but also in the fresh and frozen segments. Bonduelle is one of the larger players in the European market of vegetables and frozen vegetables and is currently expanding its activities in North America. Its main products are corn and mushrooms (since the acquisition of France Champignon in 2010). Bonduelle achieved FY14 sales of € 2bn.

La Doria La Doria is a leading private label processor and manufacturer of

tomatoes, pulses and fruit-based products. The recent acquisition of Pfa helps to re-weight the portfolio up the value chain with a range of value-added pasta sauces and dressings.

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Through its 51%-owned UK subsidiary LDH (La Doria) Ltd (LDH), it

distributes both its own products and other PL products manufactured by LDH's minority shareholders, including canned fish and dried pasta. La Doria was founded in 1954 by the Ferraioli family, which maintains active management of the company; Antonio Ferraioli is group CEO and, with Andrea and Iolanda Ferraioli, the family fills three of the six board positions and owns 70% of the group’s share capital.

THE FRESH FRUIT AND VEGETABLES SECTOR Total Produce Total Produce is a fresh produce company based in Ireland that

operates in the cultivation, purchase, import, packaging, distribution and commercialisation of fresh fruits, vegetables and flowers. The company is a spin-off from Fyffes, founded in 2006. Total Produce is active in more than 20 countries, mainly in Europe (93% of activity), but has also a presence in North America. Total Produce achieved FY14 sales of € 3.1bn. The Irish group Total Produce seems to be most comparable with the Fresh division of the Greenyard Foods Group based on size, activities and profitability.

Fyffes Fyffes is an Irish company active in fruit and fresh produce sold under

the same brand. Fyffes is primarily involved in the production, procurement, shipping, ripening, distribution and marketing of bananas, for which the brand is well known, but also pineapples and melons. Fyffes currently sells fruit in Europe and the United States. In 2014, Fyffes tried but failed to merge with Chiquita. Fyffes achieved FY14 sales of € 1.1bn.

Fresh Del Monte Produce Fresh Del Monte Produce, based in the United States; is a global

producer, marketer and distributor of fresh and fresh-cut fruits and vegetables. They sell 50% more fruit and vegetables than they produce. Fruit and Vegetables represent 90% of sales and juices, with beverages and snacks making up the remainder. Fresh Del Monte is present all over the world and wants to grow in Europe. The company achieved a FY14 sales of € 3bn.

MANUFACTURERS HOME GARDEN PRODUCTS FOR CONSUMERS Scotts Miracle-Gro Scotts Miracle-Gro is an American multinational market leader in the

lawn and garden market. It is the leading marketer and distributor of Miracle-Gro and Roundup marks (produced by Monsanto) in the United States and in Europe. Scotts offers a wide range of fertilizers, plant nutrition, soil and mulch, grass seed and birdseed. Scotts achieved FY14 sales of € 2.1bn, mainly in North America but also around 20% in Europe.

Central Garden Based in the US, Central Garden produces and distributes products

for pets and the lawn-and-garden market in the United States. The products of its horticultural products division include grass seed, fertilizer, pesticides and herbicides, and those of the ‘pets’ division, food for dogs, cats and birds. Central Garden achieved FY14 sales of € 1.2bn.

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Hortico Hortico is a Polish company active in the production and distribution of

horticultural products. It sells seeds, fertilizer, peat and substrates protection, as well as garden tools, equipment, and lighting solutions foils. Hortico operates primarily in Poland, where they produce growing media products. Hortico is also developing activities in Western Europe. Hortico achieved FY14 sales of € 20m.

M&A TRANSACTIONS M&A IN PREPARED FRUIT AND VEGETABLES

Announced Target Bidder EV (€ m) EV/EBITDA

Oct-13 Del Monte Foods Del Monte Pacific 1,235 9.4 Oct-12 Lutosa business McCain 225 8.9 Jul-12 Wm. Bolthouse Farms Campbell Soup 1,260 10.2 Mar-11 Noliko Greenyard Foods 155 6.8 Mar-11 Quero H.J. Heinz Company 338 8.9 Nov-10 Del Monte Foods KKR & Centerview 3,963 8.8 Jul-10 Cliffstar Corporation Cott Corporation 450 7.1 Average 8.6

Source: KBC Securities M&A IN FRESH FRUIT AND VEGETABLES

Announced Target Bidder EV (€ m) EV/EBITDA

Oct-14 Chiquita Safra consortium 1156 13.4 Aug-13 Dole Food Company David H. Murdock 1385 14.5 Sep-12 Dole Food Company Itochu Corp. 1685 9.0 Sep-11 Turners & Growers BayWa 250 6.1 Feb-10 France Champignon Bonduelle 96 6.0 Average 9.8

Source: KBC Securities M&A IN GROWING MEDIA

Announced Target Bidder EV (€m) EV/EBITDA

Feb-13 Rosier Borealis 71 9.2 Oct-11 Walkro Gimv n.a 4.6 Jun-11 Compo Triton Partners 205 12.7 Jul-10 Scotts Miracle-Gro Israel Chemicals 215 8.6 Average 8.8

Source: KBC Securities

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FINANCIAL DATA Income statement (€ m) 2014 2015E 2016E 2017E Sales 4,012.1 3,850.0 4,035.7 4,205.8 Operating costs -454.8 -439.6 -453.8 -466.4 Other income & costs - - - - EBIT 87.0 80.1 91.0 101.4 Net interest -48.4 -46.5 -43.3 -38.3 Other non-operating - - - - Pre-tax earnings 38.6 33.6 47.7 63.0 Taxes -7.7 -8.1 -11.5 -15.1 Associates - - - - Discontinued & other - - - - Consolidated earnings 31.0 25.5 36.3 47.9 Minority interests - - - - Net earnings 31.0 25.5 36.3 47.9 Depreciation and amortisation -71.1 -69.4 -67.1 -65.2 Amortisation other intangibles/ Impairments - - - - Non recurring elements included in EBIT 10.2 0.0 0.0 0.0 REBITDA 148.0 149.5 158.1 166.6 EBITDA 158.2 149.5 158.1 166.6 REBITA 76.8 80.1 91.0 101.4 EBITA 87.0 80.1 91.0 101.4 Net earnings from continued operations 31.0 25.5 36.3 47.9 Adjusted net earnings 20.8 25.5 36.3 47.9 Balance sheet (€ m) 2014 2015E 2016E 2017E Intangible assets 763.6 763.6 763.6 763.6 Tangible assets 377.7 363.3 346.3 326.1 Financial assets 25.8 25.8 25.8 25.8 Other assets 59.6 59.6 59.6 59.6 Inventories 302.0 290.1 304.1 316.9 Receivables 335.1 323.6 335.5 346.4 Cash & equivalents 143.6 162.5 197.2 244.7 TOTAL ASSETS 2,007.5 1,988.5 2,032.0 2,083.2 Equity 662.8 669.5 685.3 711.0 Minorities - - - - Provisions 34.7 34.7 34.7 34.7 LT financial debt 449.3 449.3 449.3 449.3 Other liabilities 169.9 168.8 170.3 171.7 Payables 599.7 575.0 601.2 625.2 ST financial debt 91.2 91.2 91.2 91.2 TOTAL LIABILITIES 2,007.6 1,988.5 2,032.1 2,083.2 Net working capital 37.4 38.6 38.3 38.0 Capital employed 1,127.7 1,115.7 1,096.9 1,075.0 Net debt 396.8 378.0 343.3 295.7 Cash flow statement (€ m) 2014 2015E 2016E 2017E Consolidated earnings 31.0 25.5 36.3 47.9 Depreciation, amortisation & impairment 71.1 69.4 67.1 65.2 Other cash flow from operations -15.0 -15.0 -15.0 -15.0 Change in working capital 16.9 -2.2 1.8 1.7 CASH FLOW FROM OPERATIONS 104.0 77.7 90.2 99.7 Net capital expenditure -78.4 -55.0 -50.0 -45.0 Acquisitions / disposals 62.2 0.0 0.0 0.0 Other cash flow from investments 4.5 0.0 0.0 0.0 CASH FLOW FROM INVESTMENTS -11.7 -55.0 -50.0 -45.0 Dividend payments 0.0 -3.8 -5.4 -7.2 Shares issues 25.1 0.0 0.0 0.0 New borrowings / reimbursements -72.3 0.0 0.0 0.0 Other cash flow from financing 0.0 0.0 0.0 0.0 CASH FLOW FROM FINANCING -47.2 -3.8 -5.4 -7.2 Fx and changes to consolidation scope - - - - CHANGE IN CASH & EQUIVALENTS 45.1 18.8 34.7 47.6 Free cash-flow 25.6 22.7 40.2 54.7 Change in net debt 169.5 -18.8 -34.7 -47.6

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Performance criteria 2014 2015E 2016E 2017E Sales growth 543.9% -4.0% 4.8% 4.2% REBITDA growth 187.6% 1.0% 5.8% 5.4% EBITDA growth 237.0% -5.5% 5.8% 5.4% REBITA growth 200.1% 4.3% 13.6% 11.4% EBIT growth 320.5% -8.0% 13.6% 11.4% Pe-tax earnings growth 860.1% -13.0% 42.0% 32.0% Net earnings growth -50.3% -17.6% 42.0% 32.0% Earnings growth from continued operations -50.3% -17.6% 42.0% 32.0% Adjusted earnings growth 973.3% 23.0% 42.0% 32.0% REBITDA margin 3.7% 3.9% 3.9% 4.0% EBITDA margin 3.9% 3.9% 3.9% 4.0% REBITA margin 1.9% 2.1% 2.3% 2.4% EBIT margin 2.2% 2.1% 2.3% 2.4% Net working capital / sales 0.9% 1.0% 0.9% 0.9% CAPEX/ Sales 2.0% 1.4% 1.2% 1.1% FCF / Sales 0.6% 0.6% 1.0% 1.3% Depreciation / Capital Expenditure 90.7% 126.1% 134.1% 144.8% Capital expenditure / EBITDA 49.6% 36.8% 31.6% 27.0% Net debt / Equity + Minorities 59.9% 56.5% 50.1% 41.6% Net debt / EBITDA 2.5 2.5 2.2 1.8 EBITDA / net interest 3.3 3.2 3.7 4.3 Pay-out ratio 0.0% 15.0% 15.0% 15.0% Net earnings margin 0.8% 0.7% 0.9% 1.1% x CE turnover (Sales / avg. CE) 7.1 3.4 3.6 3.9 x Leverage (avg. CE / avg. equity) 1.7 1.7 1.6 1.6 = Return on Equity (avg) 9.4% 3.8% 5.4% 6.9% Return on Equity - adjusted 6.3% 3.8% 5.4% 6.9% Return on Capital Employed 18.5% 8.9% 10.2% 11.6% Return on Capital Employed - adjusted 16.3% 8.9% 10.2% 11.6% Per share data (€) 2014 2015E 2016E 2017E weighted average # shares (m) 44.37 44.37 44.37 44.37 weighted average # shares, diluted (m) 44.37 44.37 44.37 44.37 Basic EPS 0.70 0.58 0.82 1.08 Adjusted EPS 0.47 0.58 0.82 1.08 Diluted EPS 0.70 0.58 0.82 1.08 Diluted, adjusted EPS 0.47 0.58 0.82 1.08 Diluted EPS: y/y growth -78.7% -17.6% 42.0% 32.0% Diluted EPS: CAGR 3Y -37.1% 15.6% -100.0% -100.0% Adjusted, diluted EPS: y/y growth 206.8% 23.0% 42.0% 32.0% Adjusted, diluted EPS: CAGR 3Y 75.0% 32.1% -100.0% -100.0% REBITDA / share 3.33 3.37 3.56 3.75 EBITDA / share 3.56 3.37 3.56 3.75 REBITA/share 1.73 1.81 2.05 2.28 EBIT/ share 1.96 1.81 2.05 2.28 Net book value / share 14.94 15.09 15.44 16.02 Free cash flow / share 0.58 0.51 0.90 1.23 Dividend (€) 0.00 0.09 0.12 0.16 Valuation data 2014 2015E 2016E 2017E Max share price (€) 17.30 20.56 - - Min share price (€) 10.65 13.92 - - Reference share price (€) 14.45 14.45 14.45 14.45 Reference market capitalisation 641.0 641.0 641.0 641.0 Enterprise value (€ m) 1,106.1 1,087.2 1,052.5 1,005.0 P/E 30.9 25.1 17.7 13.4 EV/sales 0.3 0.3 0.3 0.2 EV/REBITDA 7.5 7.3 6.7 6.0 EV/EBITDA 7.0 7.3 6.7 6.0 EV/REBITA 14.4 13.6 11.6 9.9 EV/EBIT 12.7 13.6 11.6 9.9 EV/Capital employed 1.0 1.0 1.0 0.9 P/ NBV 1.0 1.0 0.9 0.9 Free cash flow yield 4.0% 3.5% 6.3% 8.5% Dividend yield 0.0% 0.6% 0.8% 1.1% Source: KBC Securities *Historic valuation data are based on historic prices

COMPANY NOTE

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DISCLOSURE & DISCLAIMER SECTION The company disclosures can also be consulted on our website http://www.kbcsecurities.com/disclosures. KBC Securities uses an absolute rating system including terms such as Buy, Accumulate, Hold, Reduce and Sell (see definitions below). Definition

BUY Expected total return (including dividends) of 10% or more over a 6-month period

ACCUMULATE Expected total return (including dividends) between 0% and 15% over a 6-month period

HOLD Expected total return (including dividends) between -5% and 5% over a 6-month period

REDUCE Expected total return (including dividends) between –15% and 0% over a 6-month period

SELL Expected total return (including dividends) of -10% or worse over a 6-month period Due to external factors and in exceptional cases, KBC Securities allows the use of ratings such as Accept the Offer, Black Out, No Recommendation or Suspended. Our analysts assign one of those ratings based on their investment outlook and valuation for the concerned stock. The valuation can be based on different methodologies such as DCF (discounted cash flow), absolute multiples, peer group multiples, sum-of-parts or NAV (Net Asset Value). The valuation is reflected in a 6-month target price. Occasionally, the expected total return may fall outside of these ranges because of price movement and/or volatility. Such deviations will be permitted but will be closely monitored. Investors should carefully read the definitions of all ratings used in each research report. In addition, since the report contains more complete information concerning the analyst’s view, investors should carefully read the entire report and not infer its contents from the rating alone. KBC Securities may disclose the drafts of its reports to the issuers before their dissemination for the purpose of verifying the accuracy of factual statements, except when the draft includes a rating or a target price. In case the draft has been amended following this disclosure, such amendments will be indicated in the concerned report.

Stock rating % of covered universe % of covered universe with investment banking relationship during last year

BUY 32.80% 0.00%

ACCUMULATE 31.00% 0.00%

HOLD 32.80% 0.00%

REDUCE 1.70% 0.00%

SELL 1.70% 0.00% The price target for Greenyard Foods is based on following parameters: The risks which may impede the achievement of our price target are: Below is an overview of the stock ratings and target price history in the last 12 months for the stock described in this report.

Date Rating Target price

2015-08-06

2015-05-13

2015-05-04

2015-03-06

2015-03-04

2014-11-20

Buy

Suspended

Hold

Hold

Accumulate

Accumulate

€ 20.00

€ -

€ 16.00

€ 15.00

€ 15.00

€ 12.80 KBC Securities will provide periodic updates on companies/industries based on company-specific developments or announcements, market conditions or any other publicly available information.

http://www.kbcsecurities.com/disclosures

COMPANY NOTE

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CONTACT DETAILS

ANALYST TEAM Analyst Contact Coverage

Wouter Vanderhaeghen (Head of Research) +32 2 429 37 30 Shipping & Industrials Jan De Kerpel +32 2 429 84 67 Biotech & Pharma Ruben Devos +32 2 429 58 43 Telco & Media Matthias De Wit +32 2 429 37 17 Financials Yves Franco +32 2 429 45 04 Holdings & Staffing Dieter Furniere +32 2 429 18 96 Engineering, Transport & Utilities Wim Hoste +32 2 429 37 13 Chemicals & Breweries Guy Sips +32 2 429 30 02 Small & Midcaps Benelux Koen Overlaet-Michiels +32 2 429 37 21 Real Estate Alan Vandenberghe +32 2 429 18 06 Food Retail & Credit Research Dirk Verbiesen +32 2 429 39 41 Oil Services & Construction EQUITY SALES TEAM Sales Contact

Sebastien Fuki (Head of Sales) +32 2 417 53 43 Stefaan De Lathouwer +32 2 417 44 68 Xavier Gossaert +32 2 417 53 68 Margo Joris +32 2 417 25 66 Kris Kippers +32 2 417 28 08 Agustin Lanne +32 2 417 51 45 Tim Leemans +32 2 417 32 28 Marco Miserez +32 2 417 36 81 Sales (US) Hubert Dubrule (Head of US Sales) +1 212 845 22 74 Sebastiaan Pol +1 212 845 20 52 Sofie Van Gijsel +1 212 541 06 48 Sales Trading Isabel Sebreghts +32 2 417 63 63 Tim Leemans +32 2 417 32 28 Marco Miserez +32 2 417 36 81 Loïc De Smet +32 2 417 36 99 BOND SALES TEAM Sales Contact

Alexander Lehmann (Head of Sales) +32 2 417 46 25 Maurizio Bartolo +32 2 417 48 02 Bert Beckx +32 2 417 31 57 Toon Boyen +32 2 417 25 65 Valentin Checa +32 2 417 25 40 Alban Kerdranvat +32 2 417 25 45 Bart Mathijssen +32 2 417 57 12 Koen Princen +32 2 417 44 65

COMPANY NOTE

6 August 2015

Copyright © 2015 KBC Securities

The company disclosures can be consulted on our website http://www.kbcsecurities.com/disclosures.

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Documents

KBC Securities - Company Note - Business combination 06/08/2015