2012 Number 21 KEY POINTS IMPORTANT DIP IN PRODUCTION IN NORTH AMERICA DUE TO BAD HARVESTS IN 2011

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1 Bonduelle Shareholders Journal Number 21 An 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-, the Bonduelle Group finalised its asset acquisitions from various companies in Hungary, Russia and the United States. In May, the group strengthened its agroindustrial 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. 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-, the mushroom brand Royal Champignon was transferred to the Bonduelle le brand in France, and new mushroom m 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. 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 POINTS IMPORTANT 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 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. EVEN MORE NEW FLAVOURS 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! 4

2 2 MESSAGE FROM THE EXECUTIVE MANAGER Results in line with the forecasts BREAKDOWN OF THE REVENUE 28 % Outside of the E.U. 36 % France 36 % Other E.U. countries REVENUE 1,767 M 1,900 M FORECAST The year will have witnessed a return to profitability (after the exceptional drop in ), 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 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 , the year 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 important 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 financial 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 international side of the group. 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.

3 Christophe Bonduelle Chairman Daniel Vielfaure Chief Executive Officer 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 % OF OPERATING PROFITABILITY nature We respect the vegetable s. ALEXANDRE DEROO, FARMER, MÉHARICOURT FARM (PICARDIE FRANCE).

4 4 SHAREHOLDER INFORMATION Bonduelle stock on the exchange PERFORMANCE OF THE BONDUELLE SHARE, WITH REGARDS TO THE CAC 40 AND CAC MID & SMALL INDICES (BASE 100, JULY 2011) BONDUELLE SHARE INFORMATION Summary sheet Market Euronext Paris Market Segment Euronext French stocks Type Compartment B ISIN Code FR Reuters Code BOND.PA Bloomberg Code BON FP Shares outstanding Index CAC Mid & Small Eligible for Deferred Settlement Service (SRD) STOCK MARKET DATA Share price (in euros) High Low Year s closing price Market capitalisation at June 30 () Average monthly trading volume 182, , NET DIVIDEND PER SHARE FOR THE FINANCIAL YEAR subject to approval by the Shareholders Meeting on 6 December.

5 Shareholder information 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. During the year 2011-, 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 shareholders; 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. SHAREHOLDER STRUCTURE AT JUNE 30, Employees and 9.98 % treasury shares Other % families % Free float % General partner 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. André Crespel, Chairman of the Supervisory Board BONDUELLE GROUP Finance Department Rue Nicolas Appert BP Villeneuve-d Ascq Cedex France Tel. : +33 (0) Fax : +33 (0) finance@bonduelle.com In, 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.. FINANCIAL RELEASES SCHEDULED for the financial year FIND OUT MORE 06/12/ Annual Shareholders Meeting for the financial year 11/06/ 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

6 6 CONSOLIDATED Consolidated statement of financial position ASSETS In thousands of euros Notes At June 30, Non-current assets 730, ,910 Other intangible assets 13 33,603 34,731 Goodwill , ,005 Property, plant and equipment , ,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, ,955 Inventories and work-in-progress , ,804 Trade and other receivables , ,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 ,389 18,941 TOTAL ASSETS 1,696,819 1,741,865 LIABILITIES In thousands of euros Notes At June 30, Equity attributable to company owners 467, ,516 Share capital 56,000 56,000 Additional paid-in capital 22,545 22,545 Consolidated reserves 389, ,971 Non-controlling interests 1.B 15,845 16,229 Equity 483, ,745 Non-current liabilities 566, ,554 Financial liabilities , ,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, ,566 Current financial liabilities , ,576 Current provisions 24 1,560 1,838 Trade and other payables , ,434 Tax payables 2,167 1,282 Other current liabilities 16 3,724 5,436 TOTAL LIABILITIES 1,696,819 1,741,865 Consolidated income statement In thousands of euros Notes At June 30, 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, ,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 DILUTED EARNINGS PER SHARE

7 Consolidated statement of cash flow In thousands of euros At June 30, 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, ,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 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, 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, ,389 Cash and cash equivalents - closing balance 111,389 18,941 CHANGE IN CASH AND CASH EQUIVALENTS 83,687 (92,448)

8 8 KEY FIGURES Steady growth 1,560 1,726 1, % % REVENUE 2.38 % INCREASE IN REVENUE AT THE CURRENT EXCHANGE RATE CAPITAL EXPENDITURE EBITDA* CURRENT OPERATING INCOME ** DEBT-TO-EQUITY RATIO (GEARING) in % NET INCOME * 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. Design and production : Photos: Barbara Grossmann, Bonduelle photo library, DR