Journal

Bonduelle

2012 Number 21

Shareholders’

2011-2012An overview of

CREATION OF A PRODUCTION JOINT-VENTURE IN SPAIN

In July 2011, the groups Bonduelle and Ardo

decided to create a joint venture with the aim of

supplying the brand Findus in Spain and Portugal,

with whom they signed an exclusive production

agreement. Within this context, Bonduelle sold its

brands Frudesa and Salto to Findus. Through this

alliance, and thanks to the subsequent synergies,

Bonduelle and Ardo wish to create a competitive

structure for frozen vegetable production.

NEW ACQUISITIONS

In 2011-2012, the Bonduelle Group finalised its

asset acquisitions from various companies in

Hungary, Russia and the United States.

In May 2012, the group strengthened its agro-

industrial strategies in Central Europe thanks to the

acquisition of a Hungarian cannery with a capacity

of 25,000 to 30,000 tonnes. On 30 March,

Bonduelle North America confirmed the acquisition

of three processing plants, as well as of a centre for

packaging frozen vegetables in the United States.

At the same time, the Bonduelle Group acquired

industrial and business assets from the Cecab

cooperative Group in Russia: the Timashevsk plant,

located in close proximity to the Novotitarovskaya

Bonduelle plant, as well as a 6,000 ha kolkhoz,

which completes the existing 3,500 ha Bonduelle

one, and the Globus brand in the CIS countries.

THE LOUIS BONDUELLE FOUNDATION AT THE EUROPEAN PARLIAMENT

In November 2011, at the European Parliament, the

Louis Bonduelle Foundation organised a conference

whose main topic was: Does eating well mean living

well? The impact of the new ways of living and new

eating habits on the citizens’ health. The conference

was a follow-up to a one-week exhibition entitled:

Healthy eating for all.

KEY POINTSIMPORTANT DIP IN PRODUCTION IN NORTH

AMERICA DUE TO BAD HARVESTS IN 2011

North America had a particularly hot summer in 2011, as well

as excessive rainfall, which caused production deficit. The

good harvests in 2012 were able to correct this problem.

BONDUELLE’S SUSTAINABLE AGRICULTURE

POLICIES

On 21 September 2011, on the Woestyne farm in

Renescure, an event was held presenting the innovative

harvesting methods and techniques (sustainable

agriculture). Environment-friendly harvesting techniques

have been implemented there for several years. These

techniques mainly consist of a radical change in the way

the soil is used (no ploughing), of seedlings being directly

planted in vegetable covers with intermediate crops, and of

using pesticides correctly.

THE CASSEGRAIN RABBIT BACK ON TV

The star mascot of the Cassegrain brand was back on the

small screens in France in November 2011 with a new

advertising campaign for ratatouille.

The advert shows a rabbit singing love songs to its

vegetables.

INNOVATIONS WITHIN BONDUELLE

CHAMPIGNON BUSINESS

An important programme dealing with the

roll-out of mechanical cutting systems for

mushrooms was implemented across all of

Bonduelle’s integrated growing centres. This

mechanical cutting procedure for mushrooms

will spread to Bonduelle Champignon’s

co-operative associates.

Furthermore, in 2011-2012, the mushroom

brand Royal Champignon was transferred to

the Bonduelle brand in France, and new

mushroom ranges were launched

in Spain, Portugal, the Czech

Republic, the Netherlands and

Russia.

In Poland, the handover of the

Abra brand to Bonduelle was

carried out successfully.

elle brand i

mushroom

in Spain,

Republic,

Russia.

In Poland

Abra bran

carried o

EVEN MORE NEW FLAVOURS

1 Having already been very successful, the steamed vegetable range has continued to extend across Europe,

and particularly in Portugal and Spain with Natur +, the new

range of steamed vegetables. Concerning frozen foods, a

new range of single-variety pre-steamed vegetables has

been launched in France, allowing for the taste and texture

to be as similar as possible to fresh vegetables.

2 With a fresh taste and crunchy texture, different varieties of canned raw vegetables are now available in

France.

3 The «Légumes du soleil» range has been launched in the Benelux and in Russia, under the brand

name Bonduelle.

4 Two new canned vegetable mixes, with fresh peas as a main ingredient (unique on the market), were

launched on the Brazilian market.

5 In Canada, Food Service offers its customers «Minute» vegetables: pre-steamed and still full of their

original flavour.

6 Bonduelle Traiteur International has revisited the traditional grated carrot salad with new recipes using

Sicilian lemon, coriander and traditional wholegrain mustard.

7 In the frozen foods department, Bonduelle Benelux has introduced its innovative range «Bonduelle

Kookhulp», freshly washed and cut vegetables!

ing al dy bee

12

5

6

7

3

455

2 MESSAGE FROM THE EXECUTIVE MANAGER

Results

with the forecasts

The year 2011-2012 will have witnessed a return to profitability (after

the exceptional drop in 2010-2011), as well as an increase in scopes

of consolidation, which are undoubtedly valuable for the future.

These results show the group’s resilience faced with an economic

crisis, as well as its ability to seize the subsequent opportunities it

may offer.

SIGNIFICANT INCREASE IN PROFITABILITY

The year 2010-2011 was affected by margin pressures, which were

devastating in terms of profitability: oversupply leading to a decrease

in sales prices, followed by terrible harvests !

This situation resolved itself during the 2011 harvest and, thanks to a

healthier amount of stocks, the sales prices were restored to their

usual values, which then fuelled the rise in operating profitability (+42

%).

This strong increase was also fuelled by the effects of the bold

restructuring implemented during the previous financial year, which

ensured an optimised working programme for all plants, carried out in

full respect of our values and proactive policies in terms of sustainable

development.

REVENUE GROWTH

Revenue has also increased, with stable exchange rates and scopes of

consolidation (+3.2 %, compared to +0.6 % on 30 June 2011) for all of

Bonduelle’s business zones and technologies.

CHANGES IN SCOPE OF CONSOLIDATION

After having successfully integrated the mushroom business into the

company in 2010-2011, the year 2011 -2012 will have known several

changes in terms of scope of consolidation :

UCR (Ultra Congelados de la Ribera)

Divesting the Frudesa brand in Spain and creating the production

joint venture with Ardo there allowed Bonduelle to successfully

prevent the business from continuing on a downwards slope, but also

allowed the group to strengthen its sourcing competitiveness.

Russia and Hungary

Acquiring these agricultural, industrial and business assets (Globus

brand in Central Europe) will ensure that we stay in line with our impor-

tant developments in terms of canned goods in this part of the world.

ALLENS frozen foods USA

At last, the opportunity arose to develop an industrial presence in the

United States by setting up three frozen food sites and a packaging

site, allowing us to «relieve» our Canadian sites, to protect ourselves

from exchange rate changes and to balance out our sales between

Canada and the United States.

OUTLOOK

After having benefited from extremely good refinancing conditions for

its new acquisitions, the group is ready to tackle the 2012-2013 finan-

cial year in very promising conditions and with a new geographic layout

of its business (1/3 in France, 1/3 in other European Union countries,

1/3 outside the European Union), features which convey the now inter-

national side of the group.

in line

2011-2012 REVENUE

1,767 M€2012-2013 FORECAST

1 ,900 M€

Bonduelle builds its plants in the heart of the farming lands.Having been picked or harvested when perfectly ripe, the vegetables are prepared quickly so that all their qualities are maintained.

BREAKDOWN OF THE 2011-2012 REVENUE

36 % France

36 % Other E.U. countries.

28 % Outside of the E.U.

This significant improvement is also due to the previous financial year’s bold restructuring, carried out in compliance with our values and proactive policies in terms of sustainable development.

+42 %OF OPERATING PROFITABILITY

Christophe Bonduelle

ChairmanDaniel Vielfaure

Chief Executive Officer

ALEXANDRE DEROO, FARMER,

MÉHARICOURT FARM(PICARDIE – FRANCE).

nature

We respect the vegetable’s .

“ “

4 SHAREHOLDER INFORMATION

Share price (in euros) 2010-2011 2011-2012

High 74.27 74.86

Low 58.43 58.83

Year’s closing price 69.35 66.41

Market capitalisation at June 30 (in millions of euros) 554.80 531.28

Average monthly trading volume 182,870 107,917

Summary sheet

Market Euronext Paris

Market Segment Euronext French stocks

Type Compartment B

ISIN Code FR0000063935

Reuters Code BOND.PA

Bloomberg Code BON FP

Shares outstanding 8 000 000

Index CAC Mid & Small

Eligible for Deferred Settlement Service (SRD)

Bonduelle

on the stock

!

"!

#!

$%!

$$!

&!

%#'%$'(%$$

$%'%$'(%$$

$$'%$'(%$$

%&'%$'(%$$

%"'%$'(%$$

$('%$'(%$$

%$'%$'(%$(

%('%$'(%$(

%)'%$'(%$(

%*'%$'(%$(

%!'%$'(%$(

% '%$'(%$(

%&'%$'(%$(

%"'%$'(%$(

%#'%$'(%$(

$%'%)'(%$(

+,-./0110

2324*%

232456.47489:11

PERFORMANCE OF THE

BONDUELLE SHARE,

WITH REGARDS TO THE

CAC 40 AND CAC MID &

SMALL INDICES (BASE

100, JULY 2011)

BONDUELLE SHARE

INFORMATION

STOCK MARKET DATA

NET DIVIDEND PER SHARE FOR THE 2011-2012 FINANCIAL YEAR 1.50 subject to approval by the Shareholders’ Meeting on 6 December 2012.

exchange

FINANCIAL RELEASES

SCHEDULED

for the 2011-2012 financial year

06/12/2012 Annual Shareholders’ Meeting

for the 2012-2013 financial year

11/06/2012 First quarter revenue

02/05/2013 First half revenue

02/28/2013 First half results

05/02/2013 Third quarter revenue

08/06/2013 Annual revenue

10/03/2013 Annual results

12/05/2013 Annual Shareholders’ Meeting

In 2012, your «Letter to the shareholders» format was changed so as to bring you more detailed information.The French version, as well as the registration document and the Bonduelle Group’s review of operations and sustainable development report, are available in the «Finance» section of bonduelle.com.

.

informationShareholder

Throughout the financial year, the Bonduelle Group kept us informed about business evolution. This evolution

will be presented during the Shareholders’ Meeting on 6 December 2012.

During the year 2011-2012, the Management Board provided the Supervisory Board with all the documents required

to evaluate the performance of its obligations and to review the separate and consolidated financial statements. A

specific report from the Chairman of the Supervisory Board is attached to the Management Board’s report to the sha-

reholders; this report details the corporate governance principles, the internal control procedures implemented by the

company and the preparation and organisation of the Supervisory Board and its committees’ work during the financial

year.

André Crespel,

Chairman of the Supervisory Board

FIND OUT MORE

BONDUELLE GROUP

Finance Department

Rue Nicolas Appert – BP 30173

59653 Villeneuve-d’Ascq Cedex

France

Tel. : +33 (0)3 20 43 60 60

Fax : +33 (0)3 20 43 60 00

finance@bonduelle.com

exchange

The Bonduelle share ownership is characterised by family-orientated

shareholders, thus providing stability and continuity within the

group’s overall strategy.

Close to 2,400 employees also hold Bonduelle shares through company savings plans.

SHAREHOLDER

STRUCTURE AT JUNE 30,

2012

37.72 % Free float

27.63 % Generalpartner

Other 24.67 % families

Employees and 9.98 % treasury shares

6 CONSOLIDATED

In thousands of euros Notes !"#$%&"'()"*(++ At June 30,

2012

Non-current assets 730, 049 810,910

Other intangible assets 13 33,603 34,731

Goodwill 14 189,425 211,005

Property, plant and equipment 15 469,273 511,275

Investments in associates 8,371 10,620

Other non-current financial assets 17 9,619 19,481

Deferred tax liabilities 11 12,368 14,704

Other non-current assets 16 7,390 9,094

Current assets 966,770 930,955

Inventories and work-in-progress 18 495,299 569,804

Trade and other receivables 19 329,126 322,339

Tax receivables 18,396 3,993

Other current assets 16 5,579 7,934

Other current financial assets 16 6,982 7,944

Cash and cash equivalents 21 111,389 18,941

TOTAL ASSETS 1,696,819 1,741,865

ASSETS

In thousands of euros Notes !"#$%&"'()"*(++ At June 30,

2012

Revenue 5 1,725,998 1,766,951

Purchases and external charges 6 (1,232,881) (1,274,203)

Employee benefit expenses 7 (336,999) (334,148)

Depreciation, amortization and impairment (70,189) (71,937)

Other operating income 8 41,657 60,457

Other operating expenses 8 (46,904) (46,195)

Gain/loss on sale of consolidated equity investments

(1) (0)

Current operating income 80,681 100,926

Non-recurring items 9 (11,737) (2,749)

Operating profit 68,944 98,177

Net borrowing costs (29,465) (27,092)

Other financial income and costs 5,811 (3,383)

Net financial expense 10 (23,654) (30,475)

Share of net income from associates 58 (1,655)

Profit before tax 45,348 66,047

Income tax 11 (14,685) (18,325)

Net Income 30,663 47,722

Attributable to company owners 30,436 46,705

Attributable to non-controlling interests 227 1,017

BASIC EARNINGS PER SHARE 12 3.94 6.25

DILUTED EARNINGS PER SHARE 12 3.94 6.25

In thousands of euros Notes !"#$%&"'()"*(++ At June 30,

2012

Equity attributable to company owners 467,929 487,516

Share capital 56,000 56,000

Additional paid-in capital 22,545 22,545

Consolidated reserves 389,384 408,971

Non-controlling interests 1.B 15,845 16,229

Equity 483,774 503,745

Non-current liabilities 566,348 509,554

Financial liabilities 21 482,096 437,255

Employee benefit obligations 22 8,464 13,395

Other non-current provisions 24 38,005 25,102

Deferred tax liabilities 11 23,093 19,820

Other non-current liabilities 16 14,690 13,982

Current liabilities 646,697 728,566

Current financial liabilities 21 132,832 212,576

Current provisions 24 1,560 1,838

Trade and other payables 25 506,415 507,434

Tax payables 2,167 1,282

Other current liabilities 16 3,724 5,436

TOTAL LIABILITIES 1,696,819 1,741,865

LIABILITIES

Consolidated statement of financial position

Consolidated income statement

In thousands of euros !"#$%&"'()"*(++ At June 30,

2012

Net Income 30,663 47,722

Share of net income from associates (58) 1,655

Depreciation, amortization and impairment 70,808 55,739

Other non-cash sources (jobs) 6,622 8,943

Taxes paid (20,200) (21,133)

Income tax expenses 14,685 18,325

Accrued interest 651 (1,194)

Cash flow 103,172 110,057

Change in working capital requirement 45,870 (12,149)

Net cash flows for operating activities 149,041 97,908

Acquisition of consolidated companies, net of cash and cash equivalents (2,904) (72,652)

Disposals of consolidated companies, net of cash and cash equivalents disposed of

345 0

Impact of changes in method (11) (3)

Acquisitions of property, plant and equipment (96,898) (71,356)

Acquisitions of financial assets (250) (21)

Disposals of property, plant and equipment, and financial assets 11,743 6,547

Net change in loans and other non-current financial assets (316) (121)

Net cash flows from investment activities (88,291) (137,605)

Free cash flow 60,751 (39,698)

Capital increase 0 0

(Acquisition) disposal of treasury shares (3,122) (16,279)

Increase (Decrease) in non-current financial liabilities 126,417 195

Increase (Decrease) in current financial liabilities (87,872) (22,105)

Dividends paid to group and minority shareholders (11,915) (11,653)

Net cash flows from financing activities 23,508 (49,842)

Impact of exchange rate changes (571) (2,908)

CHANGE IN CASH AND CASH EQUIVALENTS 83,687 (92,448)

Cash and cash equivalents - opening balance 27,702 111,389

Cash and cash equivalents - closing balance 111,389 18,941

CHANGE IN CASH AND CASH EQUIVALENTS 83,687 (92,448)

Consolidated statement

of cash flow

8 KEY FIGURES

* EBITDA (earnings before interest, taxes, depreciation, and amortisation). This indicator represents the profit generated by business, regardless of financing conditions, fiscal constraints and the renewal of operating tools.

** 106: having suffered from the cross holding system.

REVENUE in millions of euros

INCREASE IN REVENUE AT THE CURRENT EXCHANGE RATE

CURRENT OPERATING INCOME in millions of euros

2009-2010 2010-2011 2011-2012 2009-2010 2010-2011 2011-2012

104 58

311,560

2.3

0 %

1,726

10.7

0 %

81

1,767

2.3

8 %

10148

NET INCOME in millions of euros

2009-2010 2010-2011 2011-2012

CAPITAL EXPENDITURE in millions of euros

EBITDA* in millions of euros

2009-2010 2010-2011 2011-2012 2009-2010 2010-2011 2011-2012

116

102

90 16781

13977170 121 **

DEBT-TO-EQUITY RATIO (GEARING) in %

2009-2010 2010-2011 2011-2012

growth

Steady

Desig

n a

nd

pro

ductio

n :

–

ww

w.e

uro

kap

i.fr

– P

ho

tos:

Barb

ara

Gro

ssm

ann,

Bo

nd

uelle

pho

to li

bra

ry,

DR