UPDATE OF THE ANNUAL REPORT Update of the Vilmorin & Cie Annual Report

Transcription

1 UPDATE OF THE ANNUAL REPORT Update of the Vilmorin & Cie Annual Report

2 CONTENTS PRESENTATION OF VILMORIN & CIE History and evolution of the company 3 Strategy and perspectives 4 CORPORATE GOVERNANCE The Board of Directors 6 Specialized Committees 12 Management bodies 12 Agreements with corporate officers and economic interests of the management bodies 13 REPORT OF THE BOARD OF DIRECTORS ON THE FINANCIAL STATEMENTS FOR THE FIRST SEMESTER ENDING ON DECEMBER 31, CONSOLIDATED FINANCIAL STATEMENTS Condensed interim financial statements at six months on December 31, VILMORIN & CIE AND ITS SHAREHOLDERS Capital stock and shareholders 60 Vilmorin & Cie s shares 63 Information policy 65 OUTLOOK 66 Update of the Vilmorin & Cie Annual Report

3 PRESENTATION OF VILMORIN & CIE HISTORY AND EVOLUTION OF THE COMPANY Chapter 1 Presentation of Vilmorin & Cie, section History and evolution of the company of the annual report D filed on October 30, 2015 (page 13) is updated as follows: KEY STAGES IN DEVELOPMENT Year Company name Country Nature of the operation 2016 Genica Research United Acquisition Corporation States Division Vegetable seeds Update of the Vilmorin & Cie Annual Report

4 STRATEGY AND PERSPECTIVES Chapter 1 Presentation of Vilmorin & Cie, section Strategy and perspectives of the the annual report D filed on October 30, 2015 (page 39) is updated as follows: THREE STRATEGIC PRIORITIES VEGETABLE SEEDS: MAINTAIN WORLD LEADERSHIP STRENGTHENING POSITIONS BY TARGETED EXTERNAL GROWTH OPERATIONS Genica Research Corporation. United States In February 2016, Vilmorin & Cie signed an agreement for the full take-over of the company Genica Research Corporation (United States). Specialized in research, breeding, production and distribution by delegation of hybrid vegetable seeds, Genica Research Corporation is active in major crops: sweet pepper, hot pepper, cucumber, summer squash, along with tomato, eggplant, melon and watermelon. It has operational sites in the United States (California and Florida), in Spain and in Italy, and also several breeding stations within these geographical zones. Created in 1999 and held by several of its managers, Genica Research Corporation today employs around 50 permanent staff, almost half of whom work in research and development. In 2015 the company posted sales of more than 25 million dollars. This acquisition provides Vilmorin & Cie access to complementary, high quality proprietary genetic resources and a promising pipeline of products. Furthermore, its highly experienced team of breeders is a major advantage for this company, which has experienced sustained dynamic growth over more than ten years. Genica Research Corporation will integrate Vilmorin & Cie s operational organization: the American activities will join the HM.CLAUSE Business Unit and the European activities the Vilmorin Business Unit. Through this targeted growth operation, Vilmorin & Cie will be considerably strengthening its market shares for key crops and territories, thus strengthening its world leadership in vegetable seeds. CORN SEEDS: BECOME A WORLDWIDE PLAYER PURSUING INNOVATION AND SELLING PROPRIETARY GENETICALLY MODIFIED VARIETIES GMO corn traits licensing agreements with Syngenta In October 2015, Vilmorin & Cie and KWS announced the conclusion of additional long-term licensing agreements with Syngenta concerning GMO corn traits. They authorize Vilmorin & Cie and KWS to make commercial use, on an independent basis, of current and future GMO traits developed and distributed by Syngenta. They also give them Update of the Vilmorin & Cie Annual Report

5 the possibility to combine these traits with those developed by Genective, the 50/50 biotechnology joint venture between Vilmorin & Cie and KWS. Finally, these agreements also integrate their other joint venture, AgReliant, for North American markets. The upfront payments made by Vilmorin & Cie, KWS and their affiliates involve a total of 200 million US dollars. Further payments depending on regulatory approvals may mature in the long run. In addition to its current commercial line-up, Vilmorin & Cie is thus strengthening its capacity to offer its customers highly competitive corn seed varieties. Through these agreements, Vilmorin & Cie is extending its technology platform and strengthening its strategic orientation to deliver its own GM corn traits in the coming years. Update of the Vilmorin & Cie Annual Report

6 CORPORATE GOVERNANCE THE BOARD OF DIRECTORS Chapter 2 Corporate Governance, section, The Board of Directors of the the annual report D filed on October 30, 2015 (page 56) is updated as follows: COMPOSITION AND MANDATES OF THE BOARD MEMBERS Following the Board of Directors of February 16, 2016, the mandates of the Board Members have been updated as follows: CHAIRMAN AND CEO Philippe AYMARD Main activities: - Farmer - Vice-Chairman of Groupe Limagrain Terms of office: - Commencement Renewal: Expiry: 2017 Chairman of the Board and CEO: HM.CLAUSE SA (France), Vilmorin SA (France) Chairman of the Board of Officers: HM.CLAUSE INC. (United States) Chairman Vilmorin Participations SAS (France) Member of the Board: Coopérative Agricole Limagrain (France) (Vice Chairman), Groupe Limagrain Holding SA (France), Hazera Seeds Ltd (Israel), HM.CLAUSE INC. (United States), Mikado Kyowa KK (Japan), Selia SA (France), VCC Japan (Japan), Vilmorin USA Corp (United States) Joint Manager: Aigle & Partners SNC (France), Dôme 2000 (France) Member of the Board of Management Limagrain Chile Limitada (Chile) Update of the Vilmorin & Cie Annual Report

7 MEMBERS OF THE BOARD Joël ARNAUD Member of the Board and Member of the Audit and Risk Management Committee Main activities: - Farmer - Vice Chairman of Groupe Limagrain Terms of office: - Commencement: Renewal: Expiry: 2017 Chairman and CEO: Limagrain Europe SA (France) Chairman of the Board: Limagrain Brasil SA (Brazil) Member of the Board: Bisco Bio Sciences Private Ltd (India), Coopérative Agricole Limagrain (France) (Vice Chairman), Groupe Limagrain Holding SA (France), Limagrain Genetics Inc. (Canada), Limagrain Tohum Islah Ve Uretim Sanayi Ticaret As (Turkey), Link Seed Proprietary Limited (South Africa), Selia SA (France), Vilmorin USA Corp. (United States) Member of the Board of Management: Limagrain Chile Limitada (Chile) (Representing Groupe Limagrain Holding SA) Mary DUPONT-MADINIER External Member of the Board Main activity: Partner in a transition management consultancy Terms of office: - Commencement: Expiry: 2017 Member of the Board Groupe Limagrain Holding SA (France), IPSOS SA (France), American Chamber of Commerce (AMCHAM) in France Update of the Vilmorin & Cie Annual Report

8 Jean-Yves FOUCAULT Member of the Board and Member of the Audit and Risk Management Committee Main activities: - Farmer - Chairman of Groupe Limagrain Terms of office: - Commencement: Renewal: Expiry: 2016 Chairman of the Board: Coopérative Agricole Limagrain (France) Chairman and CEO: Groupe Limagrain Holding SA (France) Chairman of the Board Committee: GLH Participations SAS (France) Member of the Board: Jacquet Brossard SA (France), Selia SA (France), Tardif Tivagrain SA (France) (Representing Coopérative Limagrain), Vilmorin Jardin SA (France), momagri (France) (nonprofit-making association) Member of the Board Committee: Limagrain Céréales Ingrédients SAS (France) Member of the Board of Management: Limagrain Chile Limitada (Chile) (Representing Coopérative Limagrain) Chairman and Member of the Strategic Committee: Biogemma SAS (France) Jean-Christophe JUILLIARD Member of the Board and Member of the Audit and Risk Management Committee Main activity: CEO of Groupe Limagrain Terms of office: - Commencement: Expiry: 2019 CEO: Coopérative Agricole Limagrain (France) Update of the Vilmorin & Cie Annual Report

9 CEO Delegate: Groupe Limagrain Holding SA (France), Vilmorin Jardin SA (France) Vice Chairman: Vilmorin Garden Sp. Zo.o. (Poland) Member of the Board: Carters Tested Seeds Ltd. (United Kingdom), R & G Cuthbert Ltd. (United Kingdom), Samuel Dobie & Son Ltd (United Kingdom), SEED CO Limited (Zimbabwe), Vilmorin 2014 Limited (United Kingdom), Vilmorin 2014 (Holdings) Limited (United Kingdom), Vilmorin Singapore PTE. LTD. (Singapore) Miriam MAES Independent Member of the Board and Chairman of the Audit and Risk Management Committee Main activity: - Manager of a consultancy Terms of office: - Commencement: Expiry: 2016 Chairman of the Board of Directors: Elia (Belgium) Member of the Board: Assystem (France), Naturex (France), Port of Rotterdam (Netherlands), Ultra Centrifuge Netherlands (UCN) (Netherlands), Urenco (United Kingdom) Sébastien VIDAL Member of the Board and member of the Consultative Committee for Shareholders Main activity: - Farmer Terms of office: - Commencement: Expiry: 2019 Chairman and CEO: Selia SA (France), Tardif Tivagrain SA (France), Vilmorin Jardin SA (France) Chairman of the Supervisory Board: Vilmorin Garden Sp. Zo.o. (Poland) Update of the Vilmorin & Cie Annual Report

10 Member of the Board: Association Blé Farine Pain de Qualité (France) (Representing Coopérative Agricole Limagrain), Coopérative Agricole Limagrain (France), Groupe Limagrain Holding SA (France), Jacquet Brossard SA (France), momagri (France) (non-profit-making association), Savane Brossard SA (France), Selia SA (France), Tardif Tivagrain SA (France), Vilmorin Jardin SA (France) Member of the Management Committee: Limagrain Céréales Ingrédients SAS (France) Member of the Board of Management: De la Graine au Pain SARL (France) (Joint Manager), Limagrain Chile Limitada (Chile) Pascal VIGUIER Member of the Board and Member of the Audit and Risk Management Committee Main activities: - Farmer - Vice Chairman of Groupe Limagrain Terms of office: - Commencement: Renewal: Expiry: 2016 Chairman of the Board: Link Seed Proprietary Limited (South Africa) Member of the Board: Bisco Bio Sciences Private Ltd (India), Coopérative Agricole Limagrain (France) (Vice Chairman), Groupe Limagrain Holding SA (France), Limagrain Brasil SA (Brazil), Limagrain Europe SA (France), Selia SA (France), Soltis SAS (France) (Representing Limagrain Europe), Unisigma GIE (France) Member of the Board of Management: Limagrain Chile Limitada (Chile) Member of the Management Committee: Limagrain Cereal Seeds LLC (United States) Update of the Vilmorin & Cie Annual Report

11 CEO DELEGATE Emmanuel ROUGIER Terms of office: - Commencement: Renewal: Expiry: 2017 Chairman of the Board: GLH Do Brasil Servicos De Consultoria E Participações Ltda (Brazil) Chairman and CEO: Limagrain Genetics Inc (Canada), Vilmorin USA Corp (United States) Vice Chairman: Jacquet Guerra Brasil SA (Brazil) CEO: Limagrain Céréales Ingrédients SAS (France) Member of the Board: Bisco Bio Sciences Private Ltd (India), GLH Do Brasil Servicos De Consultoria E Participações Ltda (Brazil), Hengji Limagrain Seeds Co. Ltd (China), Limagrain Brasil Ltda (Brazil), Limagrain Cereales Nederland BV (Netherlands), Limagrain Peru S.A.C. (Peru), Link Seed Proprietary Limited (South Africa), Vilmorin 2014 (Holding) Limited (United Kingdom), Vilmorin Hong Kong Limited (Hong Kong), Vilmorin Singapore Pte Ltd (Singapore) Update of the Vilmorin & Cie Annual Report

12 SPECIALIZED COMMITTEES Chapter 2 Corporate Governance, section Specialized Committees of the annual report D filed on October 30, 2015 (page 67) is updated as follows: THE AUDIT AND RISK MANAGEMENT COMMITTEE At the beginning of 2010, the Board of Directors of Vilmorin & Cie set up an Audit and Risk Management Committee, today chaired by Miriam MAES, its independent Director, and under the exclusive and collective responsibility of the members of the Board. Joël ARNAUD, Jean- Yves FOUCAULT, Jean-Christophe JUILLIARD and Pascal VIGUIER are also members of this committee. MANAGEMENT BODIES Chapter 2 Corporate Governance, section Management Bodies of the annual report D filed on October 30, 2015 (page 68) is updated as follows: THE EXECUTIVE COMMITTEE Vilmorin & Cie s Executive Committee, led by Emmanuel ROUGIER, also comprises: - Damien BOURGAREL, VP for the Vegetable seeds division, - Bruno CARETTE, VP for the Field seeds division, - Daniel JACQUEMOND, Chief Financial Officer, - Catherine PENNEC, VP for Human Resources. Update of the Vilmorin & Cie Annual Report

13 AGREEMENTS WITH CORPORATE OFFICERS AND INTERESTS OF THE MANAGEMENT BODIES Chapter 2 Corporate Governance, section Agreements with corporate officers and interests of the management bodies of the annual report D filed on October 30, 2015 (page 69) is updated as follows: FEES OR ALLOWANCES PAID TO CORPORATE OFFICERS AND DIRECTORS FEES AND ALLOWANCES PAID TO CORPORATE OFFICERS (NON-EXECUTIVE CORPORATE OFFICERS) Following the resolution approved by the Annual General Meeting held on December 11, 2015, the Board of Directors has decided to allocate all the attendance fees for fiscal year , a total of 45,000 euros, to Miriam MAES and Mary DUPONT-MADINIER, respectively the independent and external Directors. Update of the Vilmorin & Cie Annual Report

14 THE BOARD S INTERIM REPORT ON THE FINANCIAL STATEMENTS FOR THE FIRST SEMESTER ENDING ON DECEMBER 31, 2015 The fiscal year of Vilmorin & Cie commences on July 1, and ends on June 30. The financial statements closed on December 31, 2015 were examined in detail by the Audit and Risk Management Committee when it met on February 15, 2016, and to a more limited extent by the Statutory Auditors; they were approved by the Board of Directors at its meeting on February 16, CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING STANDARDS, PRINCIPLE AND METHODS Pursuant to regulation No. 1606/2002 adopted by the European Parliament and European Council on July 19, 2002, these condensed interim consolidated financial statements have been drawn up in compliance with the International Financial Reporting Standards (IFRS) as endorsed in the European Union on December 31, The international accounting standards include the International Financial Reporting Standards (IFRS), the International Accounting Standards (IAS) and their Standing Interpretations Committee (SIC) and International Financial Reporting Interpretations Committee (IFRIC) interpretations. The accounting principles and methods used to prepare the condensed consolidated financial statements on December 31, 2015 are identical to those used to prepare the consolidated financial statements for the year ended June 30, Vilmorin & Cie has not made any changes during the first semester in its accounting or estimation methods which might have any impact on its consolidated financial statements. The condensed interim consolidated financial statements for the six months ended December 31, 2015 have been prepared in accordance with IAS 34 and IFRIC 10, the specific IFRS texts applicable to interim financial reporting and endorsed by the European Union. The condensed financial statements do not include all information required by IFRS for the preparation of full-year financial statements. They must be read in conjunction with the consolidated financial statements of Vilmorin & Cie, drawn up in accordance with IFRS standards as endorsed by the European Union for the year ended June 30, COMPARING DATA The evolution of the results for the semester is analyzed with current data and on a like-forlike basis. Like-for-like data have been restated for the impact of changes to scope and currency fluctuation; accordingly income for the first semester takes into account: the scope impacts resulting from the acquisition of Tropdicorp (Vietnam. Vegetable seeds) in March 2015, the minority stake purchased in the Canadian company Canterra Seeds and the creation of Limagrain Cereals Research Canada (Field seeds) in July 2015, Update of the Vilmorin & Cie Annual Report

15 the impact of changes in currency translation, by applying the average rate on December 31, 2014 to the income statement of December 31, ACTIVITY AND RESULTS FOR THE FIRST SEMESTER Vilmorin & Cie s consolidated sales for the first semester , closed on December 31, 2015, came to million Euros, an increase of 6.5% with current data and 4.5% on a likefor-like basis. The details of this evolution for each division are as follows: In millions of Euros First semester First semester Variation with current data Variation on a like-forlike basis Vegetable seeds % 8.4% Field seeds % -0.2% Garden products and holdings % -5.6% Total % 4.5% Sales for the Vegetable seeds division for the first semester came to million Euros, an increase of 12.7% with current data compared with the first semester Restated on a like-for-like basis, the division progressed by 8.4%. During the course of this first semester, business growth was once again very sustained. All the Business Units contributed to this truly fine performance marked by significant inroads in our main strategic crops (tomato, carrot, onion, etc.). This dynamic growth covered Vilmorin & Cie s main markets, particularly the Americas and southern Europe, and clearly confirms that the company is continuing to gain market shares. Sales for the Field seeds division for the first semester came to million Euros, a decrease of 1% compared with the first semester ; the decrease is 0.2% on a like-for-like basis. In Europe, the commercial campaign for rapeseed achieved solid growth, enabling, Vilmorin & Cie to confirm its position as a leading player in Europe; however the first part of the campaign for straw cereal seeds (wheat, barley) was marked by a slight drop in sales and royalties cashed in. In a market environment that remains heavily influenced by a falling trend in the prices of agricultural raw materials for the second year running, orders for corn and sunflower to date are at a reasonable level. In South America, the first campaign for corn is down compared with last year, in line with market trends, and still hit hard by the increase in soybean crops. In the other development areas (Asia and Africa), the first semester globally achieved a level of activity in line with expectations, but at times was hit by unfavorable weather conditions. Finally, on the North American market, the commercial market for corn and soybean seeds at the end of this semester is marked by an earlier start to order confirmations because of the market context. Sales for the first semester for Garden Products, now grouped with the holdings, came to 14.6 million Euros on December , a drop of 5.6% on a like-for-like basis. After taking into account the cost of destruction and depreciation of inventory, margin on the cost of sales came to million Euros, representing 50% of total sales, up one percentage Update of the Vilmorin & Cie Annual Report

16 point compared to the first semester of the previous fiscal year; it is mainly affected by the business mix. Net operating charges came to million Euros, an increase of 19.9 million Euros compared with the first semester for fiscal year , including an additional investment of 11.4 million Euros in research and development. Consequently, the operating income for the first semester shows a loss of 31.9 million Euros on December 31, 2015, an additional loss of 1.5 million Euros compared with the first semester for ; the operating margin, traditionally negative at the end of the first semester, stood at -7%, the same level as on December 31, The income contribution from associated companies consolidated under the equity method, in particular including AgReliant (North America. Field seeds) and Seed Co (Africa. Field seeds), stood at million Euros at the end of the first semester The financial result shows a net charge of 22.9 million Euros as opposed to 17.9 million Euros on December 31, There were foreign exchange losses of 5.4 million Euros as opposed to 1.9 million Euros for the previous fiscal year, and also non-recurring net financial charges because of a further provision on a minority participation totaling 5.3 million Euros. Income tax on December 31, 2015 shows a net tax income of 16.4 million Euros, an increase of 3.1 million Euros compared with the previous year. As a result of all these factors, the net result for the semester shows a loss of 62.6 million Euros, including a group share loss of 61.1 million Euros, an increase of 5.8 million Euros compared with the first semester of fiscal year At the end of December 2015, the balance sheet structure is naturally influenced to a large extent by the seasonal nature of the annual business structure. Net of cash and cash equivalents (229.3 million Euros), financial indebtedness came to million Euros, including a non-current share of million Euros. The group share of equity stood at 1,049 million Euros and minority interests at million Euros. PARENT COMPANY FINANCIAL STATEMENTS On December 31, 2015, Vilmorin & Cie s corporate net income stood at 48.6 million Euros, compared with 26.9 million Euros on December 31, This figure consists mainly of dividends received from the subsidiaries on profits for fiscal year TRANSACTIONS WITH RELATED PARTIES Transactions with related parties (primarily with Limagrain) described in Note 32 of the Notes to the consolidated income statements on June 30, 2015 remained in effect over the first semester of fiscal year , on the basis of the same agreements. Update of the Vilmorin & Cie Annual Report

17 EVENTS OCCURRING AFTER THE CLOSE OF THE FINANCIAL STATEMENTS FOR THE FIRST SEMESTER Subsequent to the close of the financial statements for the first semester, in February 2016, Vilmorin & Cie signed an agreement for the full take-over of the company Genica Research Corporation (United States). Specialized in research, breeding, production and distribution by delegation of hybrid vegetable seeds, Genica Research Corporation is active in major crops. Based in Dixon, in California, it has operational sites in the United States, in Spain and in Italy, and also several breeding stations within these geographical zones. Created in 1999 and held by several of its managers, Genica Research Corporation today employs around 50 permanent staff, almost half of whom work in research and development. In 2015 the company posted sales of more than 25 million dollars. OUTLOOK In view of the results for the first semester, as presented above, and on the basis of information currently available, Vilmorin & Cie confirms its moderate global sales growth for fiscal year , compared to fiscal year and the potential for a current operating margin close to that of fiscal year Over the second semester, reaching these objectives will nevertheless partly depend on the definitive evolution of acreage and agricultural raw material prices for Field seeds, particularly in European markets, and on the continuing excellent trend for the Vegetable seeds activity noted over the course of the first semester. Update of the Vilmorin & Cie Annual Report

18 CONSOLIDATED FINANCIAL STATEMENTS CONDENSED INTERIM FINANCIAL STATEMENTS AT SIX MONTHS ON DECEMBER 31, 2015 Consolidated income statement on December 31, st semester Financial progress report Consolidated cash flow statement for the period Statement of changes in consolidated equity Notes to the condensed interim consolidated financial statements for the first semester Update of the Vilmorin & Cie Annual Report

19 Consolidated income statement for the 1 st semester In millions of Euros Note Revenue from ordinary activities Cost of goods sold Marketing and sales costs Research and development costs Administrative and general costs Other operating income and charges Operating income Profit from associated companies Interest costs Other financial profits and costs Income taxes Profit from continuing operations Profit from discontinued operations - - Net income for the period Owner share Non-controlling minority share Earnings from continuing operations per share Owner share Earnings from discontinued operations per share Owner share Earnings for the period per share Owner share Diluted earnings from continuing operations per share Owner share Diluted earnings from discontinued operations per share Owner share Diluted earnings for the period per share Owner share Update of the Vilmorin & Cie Annual Report

20 Details of the gains and losses for the financial year In millions of Euros Income for the period Variation in currency translations Variation in the fair value of assets available for sale - - Variation in the fair value of forward cover instruments - - Change in method - - Impact of taxes - - Items recognized in the income Actuarial gains and losses Impact on taxes Items not recognized in the income Other items in the total gains and losses for the period net of taxes Total gains and losses for the period > to be allocated to the owners of the company > to be allocated to minority interests Update of the Vilmorin & Cie Annual Report

21 Financial progress report Assets In millions of Euros Note Goodwill Other intangible fixed assets Tangible fixed assets Financial fixed assets Equity shares Deferred taxes Total non-current assets 1, ,614.5 Inventories Trade receivables and other receivables Cash and cash equivalents Total current assets 1, ,325.4 Total assets 2, ,939.9 Update of the Vilmorin & Cie Annual Report

22 Liabilities In millions of Euros Note Capital stock Reserves and income Equity - owners 16 1, ,158.4 Equity - minority interests Consolidated equity 1, ,272.0 Provisions for employee benefits Non-current financial debts Deferred income taxes Total non-current liabilities Other provisions Accounts payable Deferred income Current financial debts Total current liabilities Total liabilities 2, ,939.9 Update of the Vilmorin & Cie Annual Report

23 Consolidated cash flow statement In millions of Euros Trading operations Income for the period Results of companies consolidated under equity method after dividends Depreciation, amortization and losses in value Net non-current provisions Variation in deferred taxes Income from capital operations Surplus of the share in interest of the acquirer in the fair value of the assets and liabilities acquired on the cost, directly recorded in the income (negative goodwill) - - Financial expenses non-disbursed Fair value losses and gains for financial fixed assets available for sale - - Cash flow Of which cash flow from activities held for sale - - Dividends received on equity securities Variation in working capital needs with comparable scope Inventories Trade debts Short-term debts Cash flows from operating activities Of which operating cash flows from activities held for sale Investment operations Sale of fixed assets Acquisition of fixed assets Intangible fixed assets Tangible fixed assets Variation in other financial fixed assets Cash flow acquired through scope entries Net cash flow conceded through scope exits Net increase/decrease in assets and liabilities sold - - Net increase/decrease in cash and cash equivalents Cash flows from investing activities Of which investment cash flows used by operations held for sale - - Update of the Vilmorin & Cie Annual Report

24 3 Cash flows from financing operations Increase/decrease in equity - - Transactions with non-controlling interests (1) Increase/decrease in financial liabilities (2) Dividends received on non-consolidated participations Dividends paid out Net cash used in financing operations Of which financing cash flows from activities held for sale Net effect of currency translation Of which currency translation from activities held for sale Net increase/decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Of which cash at beginning of period for activities held for sale Cash and cash equivalents at end of period Of which cash at end of period for activities held for sale - - (1) Application of the amended standard IAS 27: restatement of Transactions with non-controlling interests. This line includes acquisition of the following securities: Limagrain Brasil Gemstar Transactions with non-controlling participations (2) Increase/decrease in financial liabilities Increase in non-current financial debts Repayment of non-current financial debts Net increase/decrease in current financial debts Total Update of the Vilmorin & Cie Annual Report

25 Statement of changes in consolidated equity Owner share In millions of Euros Capital Premiums Income and other reserves Currency translation reserves Total Minority interests Total ,160.1 Other items in the global income net of taxes Net income Total gains and losses for the fiscal year Variation of treasury shares Dividends paid out Variations in scope Effect of share purchase commitments Variation in the share capital of the parent company Variation in the share capital of the subsidiaries Bonds redeemable as shares Reclassification Others ,272.0 Other items in the global income net of taxes Net income Global income for the period Variation of treasury shares Dividends paid out Variations in scope Effect of share purchase commitments Variation in the share capital of the parent company Variation in the share capital of the subsidiaries Bonds redeemable as shares Reclassification Others Update of the Vilmorin & Cie Annual Report

26 ,160.7 Update of the Vilmorin & Cie Annual Report

27 Notes to the condensed consolidated financial statements General information Accounting methods and principles in IFRS standards 1 28 Events occurring during the period 2 29 Consolidation scope 3 30 Segment information 4 31 Income statement Other operating income and charges 5 34 Interest costs 6 35 Other financial income and charges 7 36 Income taxes 8 37 Consolidated balance sheet Assets Goodwill 9 38 Other intangible fixed assets Tangible fixed assets Financial fixed assets Equity shares Trade receivables Cash and cash equivalents Consolidated balance sheet Liabilities Shareholders equity Owner share Shareholders equity Minority interests Provisions Current and non-current financial debts Further information Off balance sheet commitments Events occurring after close Consolidation scope Note Page Update of the Vilmorin & Cie Annual Report

28 Note 1: Accounting methods and principles in IFRS standards 1- General context and declaration of compliance The accounting methods and principles adopted in the condensed interim consolidated financial statements for the first semester closing on December 31, 2015 are identical to those adopted in the consolidated financial statements established on June 30, Accounting standards In application of regulation n 1606/2002 adopted on July 19, 2002 by the European Parliament and the Council of Europe, the condensed interim consolidated half-yearly financial statements of Vilmorin & Cie have been prepared in compliance with the International Financial Reporting Standards (IFRS) as published by the IASB, and as applied in the European Union on December 31, International accounting standards include the International Financial Reporting Standards (IFRS), the International Accounting Standards (IAS) and their Standing Interpretations Committee (SIC) and International Financial Reporting Interpretations Committee (IFRIC) interpretations. No change in accounting method or estimate having any impact on the consolidated financial statements of Vilmorin & Cie has been adopted during the course of this semester. The company s condensed interim consolidated financial statements for the first semester were approved on February 16, 2016 by the Board of Directors. 3- Specific principles applied to the intermediate financial statements The condensed interim consolidated financial statements of Vilmorin & Cie for the six month period closing on December 31, 2015 have been prepared in compliance with standard IAS 34 and the standard IFRIC 10, specific IFRS standards that concern intermediate financial disclosure endorsed by the European Union. Since these statements constitute a summary, they do not include all the information required by the IFRS standards for the establishment of annual financial statements, and should therefore be interpreted in relation to the consolidated financial statements of Vilmorin & Cie for the fiscal year ending June 30, 2015 established in compliance with the IFRS standards as published by the IASB, and endorsed by the European Union. In compliance with the provisions of IAS standard 34, there is no recording in the interim financial statements for the first semester of any anticipation or deferral of costs incurred by Vilmorin & Cie other than as might be carried out in the case of an annual closing of accounts. Consequently, the level of costs concerning the period of the year in which they were incurred might well differ from one semester to another. Similarly, sales for a six-month period are subject to highly significant seasonal effects, to the extent that the first semester of the fiscal year generally represents less than 35% of total sales for the year. Yet research and development costs, as well as distribution costs, are not subject to seasonal effects in any significant way. Commitments to employees for advantages that continue after the termination of their contract have been recalculated for the interim situation on more than 90% of the total commitment, in compliance with IAS 19R (2011). For the interim financial statements, taxes are calculated by applying the average annual rate estimated for the fiscal year to the pre-tax current income for the period for each entity or fiscal group. Update of the Vilmorin & Cie Annual Report

29 Note 2: Events occurring during the period Main operation of the fiscal year Purchase of a stake in Canterra Seeds Holdings and creation of Limagrain Cereals Research Canada (Canada) At the beginning of July, 2015, Vilmorin & Cie, through its subsidiary Vilmorin USA Corp and Canterra Seeds created the joint venture Limagrain Cereals Research Canada, specialized in the development and breeding of cereals, and located in Saskatoon (Province of Saskatchewan. Canada). Held 70% by Vilmorin USA Corp and 30% by Canterra Seeds, the new joint venture will ultimately bring significant added value to western Canadian agriculture, by developing new varieties of cereals, with a special focus on wheat, using the most advanced technologies currently available. In order to bolster their partnership, Vilmorin & Cie, through its subsidiary Vilmorin USA Corp has purchased a minority stake of 30% in Canterra Seeds Holdings Ltd, through a capital stock increase. Update of the Vilmorin & Cie Annual Report

30 Note 3: Consolidation scope Evolution of the consolidation scope On December 31, 2015, Vilmorin & Cie consolidated 103 companies: By global integration By proportional integration 0 0 By the equity method Total Variations in scope occurring during the course of the first semester were as follows: a. Entries to the consolidation scope Through the purchase of a stake Canterra Seeds Holdings Ltd Through the creation of companies Limagrain Cereals Research Canada Limagrain Peru S.A.C. b. Exits from the consolidation scope Companies wound up None Through exit from the consolidation scope VCC Japan Following reorganization, the following mergers occurred: Absorbing company Absorbed company SHAMROCK SEED COMPANY HM.CLAUSE INDIA PRIVATE LIMITED VILMORIN INC CENTURY SEEDS PRIVATE LTD c. Changes in name The following changes in name occurred during the fiscal year: Former names New names None d. Changes in consolidation method There were no changes in consolidation method during the period. Update of the Vilmorin & Cie Annual Report

31 Note 4: Operating segments 1- General principles Vilmorin & Cie breaks down its presentation according to business sector. 2- Information according to operating segment Internal reporting made available to the Group s Executive Committee, the 'highest authority in decision-making operation" corresponds to Vilmorin & Cie s managerial organization which is based on segmentation according to activity. As a result, the operating segments, as defined by the standard IFRS 8, are the segments of activity on which Vilmorin & Cie operates. The existing operating segments on December 31, 2015 are as follows: Vegetable seeds Field seeds Each of the columns in the tables presented below contains the figures for each segment. The figures shown represent the contributions with regard to Vilmorin & Cie which implicitly ignore inter-segment operations since they are not considered to be significant. 2.1 Information on December 31, 2015 In millions of Euros Vegetable seeds Field seeds Garden products & Unallocated Total Holdings Revenue from ordinary activities Operating income Income from continuing operations Income from discontinued operations Total consolidated net income Non-current assets ,595.0 Including investments for the fiscal period Current assets ,320.7 Total assets 1, , ,915.7 Equity (1) , ,160.7 Non current liabilities Update of the Vilmorin & Cie Annual Report

32 Current liabilities Total liabilities , , ,915.7 (1) The line "Equity" for all Vilmorin & Cie s companies is not broken down per business segment. Update of the Vilmorin & Cie Annual Report

33 2.2 Information on December 31, 2014 In millions of Euros Vegetable seeds Field seeds Garden products & Unallocated Total Holdings Revenue from ordinary activities Operating income Income from continuing operations Income from discontinued operations Total consolidated income Non-current assets ,486.6 Including investments for the fiscal period Current assets ,262.6 Total assets ,58.5-2,749.2 Equity (1) , ,094.5 Non current liabilities Current liabilities Total liabilities , ,749.2 (1) The line "Equity" for all Vilmorin & Cie s companies is not broken down per business segment. Update of the Vilmorin & Cie Annual Report

34 Note 5: Other operating income and charges Other operating income and charges evolved as follows: In millions of Euros Litigation - - Income from the sale of fixed assets Government subsidies Reorganization costs Impairment on fixed assets Negative goodwill recorded in the income - - Income from the sale of securities Other charges and income Total Update of the Vilmorin & Cie Annual Report

35 Note 6: Interest costs Interest costs evolved as follows: In millions of Euros Interest on loans and bank overdrafts Interest on financial leasing agreements - - Losses and gains of fair value on forward cover instruments - - Losses and gains on the sale of forward cover instruments - - Cash income Miscellaneous Total Update of the Vilmorin & Cie Annual Report

36 Note 7: Other financial income and charges Other financial income and charges evolved as follows: In millions of Euros Gains or losses on the sales of unconsolidated securities, dilution profits and winding up of business, income on deconsolidation Interest income Interest charges Provisions for the impairment of securities and other financial assets Gains or losses on currency translation Provision for financial risks and liabilities Net interest charges on commitments for personnel benefits Other financial gains and losses Total Update of the Vilmorin & Cie Annual Report

37 Note 8: Income taxes 1- Evolution In millions of Euros Current income taxes Taxes Tax relief excluding research Total current taxes Total deferred taxes Total Evolution of deferred taxes In millions of Euros Deferred tax assets Deferred tax liabilities restated for IFRS Variations in scope Variations affecting the income Reclassifications Variations affecting the reserves Currency translation Variations in scope - - Variations affecting the income Reclassifications Variations affecting the reserves Currency translation Update of the Vilmorin & Cie Annual Report

38 Note 9: Goodwill The evolution of net book values can be analyzed as follows: 1- Gross values In millions of Euros Acquisitions and increases - Impact of minority redemption commitments - Exits - Allocation of goodwill - Variations in scope - Reclassifications Currency translations Impairments In millions of Euros Exits - Impairments - Variations in scope - Reclassifications Currency translation Net values In millions of Euros Update of the Vilmorin & Cie Annual Report

39 Note 10: Other intangible fixed assets The evolution of net book values can be analyzed as follows: 1- Gross values In millions of Euros Research costs Developm ent costs Germplas m Software Patents and licenses Brands Other intangible fixed assets Current fixed assets Total ,739.7 Acquisitions and increases Exits Variations in scope Currency translations Reclassifications , , Amortization and impairments In millions of Euros Research costs Developm ent costs Germplas m Software Patents and licenses Brands Other intangible fixed assets Current fixed assets Total , ,126.3 Provisions / Impairments Exits Variations in scope Currency translations Reclassifications , ,199.0 Update of the Vilmorin & Cie Annual Report

40 3- Net values In millions of Euros Research costs Developme nt costs Germplas m Software Patents and licenses Brands Other intangible fixed assets Current fixed assets Total Update of the Vilmorin & Cie Annual Report

41 Note 11: Tangible fixed assets The evolution of net book values can be analyzed as follows: 1- Evolution of gross values In millions of Euros Land and fittings Construction s and fittings Complex installation s Industrial equipment Office equipment Other tangible fixed assets Current fixed assets Total Acquisitions and increases Exits Variations in scope Currency translations Reclassifications Depreciation and impairments In millions of Euros Land and fittings Constructions and fittings Complex installation s Industrial equipment Office equipme nt Other tangible fixed assets Current fixed assets Total Provisions / Impairments Exits Variations in scope Currency translations Reclassifications Update of the Vilmorin & Cie Annual Report

42 3- Net values In millions of Euros Land and fittings Constructions and fittings Complex installation s Industrial equipment Office equipme nt Other tangible fixed assets Current fixed assets Total Update of the Vilmorin & Cie Annual Report

43 Note 12: Financial fixed assets The evolution of net book values can be analyzed as follows: 1- Evolution of gross values In millions of Euros Financial assets available for sale Other noncurrent financial assets Loans and other receivables Increases Decreases Variations in scope Currency translations Reclassifications Total 2- Evolution of provisions In millions of Euros Financial assets available for sale Other noncurrent financial assets Loans and other receivables Provisions Write-back Variations in scope Currency translations Reclassifications Total 3- Evolution of net values In millions of Euros Financial assets available for sale Other noncurrent financial assets Loans and other receivables Total Update of the Vilmorin & Cie Annual Report

44 Note 13: Equity shares Details of equity shares are as follows: In millions of Euros AgReliant Inc AgReliant Llc Australian Grain Technologies Bio Seeds Canterra Seeds Holdings Ltd DLF France Genective Genoplante-Valor Gie Semences de Brie Seed Co Soltis Unisigma Total Variation for the period 44.1 The proportion of income from equity shares is as follows: In millions of Euros AgReliant Inc AgReliant Llc Australian Grain Technologies Bio Seeds Canterra Seeds Holdings Ltd DLF France Genective - - Genoplante-Valor - - Gie Semences de Brie - - Soltis Seed Co Unisigma Total Update of the Vilmorin & Cie Annual Report

45 Note 14: Trade receivables In millions of Euros Customer receivables Advance payment to suppliers Personnel and social security State, income taxes Other tax receivables Other operating receivables Prepayments Gross total Customer receivables Advance payment to suppliers Other operating receivables - - Total provisions Net book values Variation for the period Update of the Vilmorin & Cie Annual Report

46 Note 15: Cash and cash equivalents The evolution of fair values can be analyzed as follows: In millions of Euros Financial current accounts Placement securities held for purposes of transaction Cash and bank in hand Total Variation for the period Update of the Vilmorin & Cie Annual Report

47 Note 16: Shareholders equity - attributable to controlling company 1- Composition of the shareholders equity In millions of Euros Parent capital stock Issue premium Parent legal reserve Other parent reserves Consolidation reserves and others Currency translation reserves Income for the fiscal year Total 1, ,158.4 Variation for the period Variations for the period are analyzed in the table Variations in consolidated equity. 2- Breakdown of Vilmorin & Cie s shareholders On December 31, 2015 Vilmorin & Cie was held by: 1. Different companies belonging to Groupe Limagrain (Groupe Limagrain Holding, Société Coopérative Agricole Limagrain and Selia) 73.70% 2. The general public 26.27% 3. Treasury shares 0.03% Update of the Vilmorin & Cie Annual Report

48 Note 17: Shareholders equity attributable to non-controlling minorities In millions of Euros Consolidation reserve and others Currency translation reserve Income for the period Total Variation for the period Variations for the period are analyzed in the table Variations in consolidated equity. Update of the Vilmorin & Cie Annual Report

49 Note 18: Provisions 1- Provisions for employee benefits In millions of Euros Provisions for employee benefits Variations in scope - Variations in provisions Charges for the period Employer contributions Changes to actuarial hypotheses 6.6 Currency translation Other current provisions In millions of Euros Provisions for commercial litigation Other risks and litigation Provisions for restructuring Variations in scope Total Variations in provisions Provisions for the fiscal year Write-back used Write-back unused Reclassifications Currency translations Update of the Vilmorin & Cie Annual Report

50 Note 19: Current and non-current financial debts 1- Composition of the financial debts 1.1- Non-current financial debts In millions of Euros Debt component of the bonds redeemable as shares Debt component of the OCEANE derivatives - - Bank loans Minority redemption commitments Lease/hire purchase Derivatives Other financial debts Total Variation for the period Current financial debts In millions of Euros Debt component of the bonds redeemable as shares Debt component of the OCEANE derivatives Bank loans Lease/hire purchase Derivatives Current accounts Interest incurred Other financial debts Total Variation for the period Update of the Vilmorin & Cie Annual Report

51 1.3- Net financial indebtedness Financial indebtedness, net of cash and bank in hand, has evolved as follows: In millions of Euros Non-current financial debts Current financial debts Cash and bank in hand Net financial debts Variation for the period (1) (1) The evolution of financial indebtedness compared with June 30, 2015 can be explained by the seasonal nature of the business and the continuing policy of external growth. 2- Analysis of the evolution of the financial debt In millions of Euros Non-current financial debts Current financial debts Total ,033.6 Increase Decrease Variations in scope Currency translation Reclassifications Restatement of the OCEANE derivatives Restatement of the bonds redeemable as shares Restatement of the derivatives Restatement of minority redemption commitments ,179.9 Update of the Vilmorin & Cie Annual Report

52 Note 20: Off balance sheet commitments For its current operations, Vilmorin & Cie made commitments at the close of the fiscal period for the following amounts: 1- Guarantees received In millions of Euros Endorsements, sureties, guarantees Other commitments Total The company Groupe Limagrain Holding granted a tax guarantee to Vilmorin & Cie for the companies Limagrain Genetics Inc. and Limagrain Europe at the time of the sale and/or contribution of these companies within the context of the contribution of the field seeds activity. There have been no overdue payments recorded to date involving these guarantees. 2- Guarantees given In millions of Euros Endorsements, sureties, guarantees Clause of return to better fortune Other commitments Total Update of the Vilmorin & Cie Annual Report

53 3- Reciprocal commitments In millions of Euros Nominal Due dates < 1 year 1 to 5 years > 5 years Lease agreements Simple rental agreements Forward purchase of currency Forward interest rate cover Interest to pay on medium and long-term debts Medium- and long-term research contracts Other commitments Total Debts with real sureties Total amount of Book value of the assets In millions of Euros Debts guaranteed sureties granted provided as a guarantee (1) (2) (1) Concerns Vilmorin & Cie for a banking loan of 6.8 million guaranteed by collateral on the securities of a subsidiary for 83,5 million and various collateral on industrial equipment and mortgages to guarantee mid-term debts on Brazilian and Thai businesses. (2) Concerns Vilmorin & Cie for a banking loan of 3.4 million guaranteed by collateral on the securities of a subsidiary for 83,5 million and various collateral on industrial equipment and mortgages to guarantee mid-term debts on Brazilian and Thai businesses. 5- Other commitments As part of the agreement signed with the Danish group DLF, Vilmorin & Cie has given a guarantee on the purchasing volumes until 2016 to this company. In order to ensure a good supply of markets and control over inventory levels during the course of the fiscal year, Vilmorin & Cie makes commitments to buy certain quantities of seeds from grower networks. Within the context of its operations to dispose of the companies Flora Frey and Carl Sperling, sold on June 30, 2008, and then Suttons on June 30, 2015, provisions were set up as a result of the commitments made for these disposals. The remaining sum of this provision on December 31, 2015 stood at 4.9 million Euros. Update of the Vilmorin & Cie Annual Report

54 Note 21: Event occurring after close Full take-over of Genica Research Corporation (United States) At the beginning of February 2016, Vilmorin & Cie signed an agreement for the full take-over of the company Genica Research Corporation (United States). This take-over will become effective after the closing operation planned during the second half of February. The head office of this company is located in Dixon, California. Specialized in research, breeding, production and distribution by delegation of hybrid vegetable seeds, Genica Research Corporation is active in major crops: sweet pepper, strong hot pepper, cucumber, summer squash, along with tomato, eggplant, melon and watermelon. It has operational sites in the United States (California and Florida), in Spain and in Italy, and also several breeding stations within these geographical zones. Update of the Vilmorin & Cie Annual Report

55 Note 22: Consolidation scope on December 31, 2015 FIELD SEEDS Name Country Head office Biogemma SAS France 1 rue Edouard Colonne Paris Biogemma USA Corp United States th Street AMES IA Genoplante-Valor SAS France 28 rue du Docteur Finlay Paris 1- LIMAGRAIN EUROPE Limagrain Sunflowers INC United States 71 West Kentucky Avenue Woodland, CA % Voting rights % Interest Consolidation method GI GI EM GI GIE Semences de Brie France RD Chaumes-en-Brie EM Limagrain A/S Limagrain Central Europe Cereals Sro Limagrain Central Europe SE Denmark Czech Republic France Limagrain Belgium NV Belgium Limagrain d.o.o Beograd Limagrain Europe SA Limagrain GmbH Limagrain Iberica SA Limagrain Italia SPA Limagrain Hungary Kft Limagrain Moldova srl Limagrain Nederland BV Limagrain RU Limagrain Tohum Islah ve Üretim Sanayi Ticaret AS Limagrain UK Limited Limagrain Ukraine LLC Seedline NV Soltis SAS Unisigma GIE Serbia France Germany Spain Italy Hungary Moldova Netherlands Russia Turkey United Kingdom Erhvervsbyvej Horsens Praha 9 Podedvorska 755/ Kyje Biopôle Clermont-Limagne Rue Henri Mondor Saint-Beauzire 5 rue du Quai 8581 Avelgem-Kerkhove Radnicka 30A Novia Sad Biopôle Clermont-Limagne Rue Henri Mondor Saint-Beauzire Am Griewenkamp 2 - Edemissen D Ctra Pamplona - Huesca Km 12 Elorz Navarra Via Caduti sul Lavoro n Busseto (Pr) Gyar street 2 H-2040 Budaors Bd. Stefan Cel Mare 162 MD Chisinau 2004 Van der Haveweg RB Rilland Yankovskogo str 169 Novokuznechnaya str Krasnodar Bayar Cad. Gülbahar Sokak N 17/136 Kozyatagi-Erenkoy Istanbul Market Rasen - LN7 6DT Rothwell Lincolnshire GI GI GI GI GI GI GI GI GI GI GI GI GI GI GI Ukraine Pavlivska 10 Street Off Kiev GI Belgium France France 5 rue du Quai 8581 Avelgem-Kerkhove Domaine de Sandreau Mondonville-Blagnac 2 rue Petit Sorri Froissy GI EM EM Update of the Vilmorin & Cie Annual Report

56 Name Country Head office 2- AGRELIANT AgReliant Genetics LLC United States AgReliant Genetics Inc Canada 3- LIMAGRAIN ASIA Bisco Bio Sciences Private Ltd Shanxi Limagrain Special Crops R& D Company Limited Seed Asia Cambodia Limited Seed Asia International Limited Seed Asia Co Limited India China Cambodia Hong Kong Thailand 4- LIMAGRAIN CEREAL SEEDS Australian Grain Technologies Pty Ltd Canterra Seeds Holdings Ltd Limagrain Cereals Research Canada Limagrain Cereal Seeds LLC Australia Canada Canada United States 5- LIMAGRAIN SOUTH AMERICA Limagrain Argentina SA Limagrain Brasil SA Limagrain Chile Limitada Limagrain Peru S.A.C. 6- LIMAGRAIN AFRICA Link Seed Proprietary Limited Seed Co Limited Argentina Brazil 1122 East 169th Street Westfield, IN Pain Court Line RR1 Ontario N0P 1IZ0 Ashoka My Home chambers # to Plot no 208, 209 SP Road Secunderabad Hyderabad, Room 501, Crop Research Institute, Shanxi Academy of Agriculture and Science, No.81, Longcheng street Taiyuan City Camma Building No, 101A, Second floor, Room No, 02, Street 289, Sangkat Boeung Kak I, Khan Toul Kak - Phnom Penh Suite 2303, 23 rd Floor, Great Eagle Centre, 23 Harbour Road, Wan Chai, Hong Kong 161/1 SG Tower, 15th Floor, Soi Mahadlekluang 3, Rajdamri Rd., Lumpini, Pathumwan, Bangkok University of Adelaide Waite campus building 4B 1 Waite Road Urrbrae S.A. 1500, ND - ST. E SASKATOON, SK - CANADA, S7K5T6 1500, ND - ST. E SASKATOON, SK - CANADA, S7K5T6 Corporation service Company 2711 Centerville Road, Suite 400 Wilmington Delaware Calle Esmeralda 130 4to piso Buenos Aires Rua Pasteur, N 463, 7 Andar Conjunto 701, Sala C- Bairro Água Verde, Estado do Paranã - CEP Curitiba % Voting rights % Interest Consolidati on method EM EM GI GI GI GI GI EM EM GI GI GI GI Chile Rosas Santiago de Chile GI Peru South Africa Zimbabwe ALTURA CDRA. AV. SAN MARTIN, 208, 01 - Avenida - SAENZ PENA BARRANCO LIMA Suite A Regal House 7 Montrose Park Boulevard 3201 Victoria Country Club Estate Pietermaritzburg 1st Floor, S.A.Z. Building, Northend Park, Borrowdale - Harare GI GI EM Update of the Vilmorin & Cie Annual Report

57 Name Country Head office VEGETABLE SEEDS Bio Seeds BV Limagrain(Beijing) Agricultural Technical Service Co Ltd 7- HM.CLAUSE Alliance Semillas de Argentina SA Alliance Semillas Sociedad Anonima HM.CLAUSE SA HM.CLAUSE (Thailand) Co, Ltd HM.CLAUSE Brasil Comercio de Sementes Ltda HM.CLAUSE India Private Limited HM.CLAUSE Italia S.P.A. Clause Maghreb EURL HM.CLAUSE Polska Sp.zo.o. HM.CLAUSE Iberica. SA HM.CLAUSE Inc. HM.CLAUSE Kenya Limited Henderson Seed Group Pty. Ltd. Trading AS Clause Pacific HM.CLAUSE Tohumculuk Tarim Sanayi ve Ticaret Anonim Sirketi HM.CLAUSE Guatemala. Sociedad Anónima Tropical Development and Investment Company Limited Netherlands China Argentina Chile France Thailand Brazil India Agro Business Park PW Wageningen Room 2511, Beifangmingzhu Building No 188 Litang Road, Dongxiaokouzhen, Changping District - Beijing Pavon Capital Federal CP 1151 Buenos Aires Casa Matriz Hendaya 27 Oficina 201 Las Condas Santiago Rue Louis Saillant ZI La Motte Portes-les-Valence 182/1 Soi Kengcun (Nanglinchee 6), Nanglinchee Road, Tungmahamek Sathorn, Bangkok Rue Guapuruvu, Térreo Condominio Alphaville Empresarial CEP Campinas - Sao Paulo 6-98/4 Sy No. 563/Part, Gowdavelli Village Medchal Mandal, Ranga Reddy District Telangana State % Voting rights % Interest Consolidati on method EM GI GI GI GI GI GI GI Italy Via Emilia Venaria Real GI Algeria Villa n 192 Quartier Amara 2 - Lotissement Alioua Fodhil Chéraga Alger GI Poland ul, Zbicka 32A - Krzeczowice GI Paraje La Reserva s/n Apdo Correos n 17 Spain La Mojonera Almeria , Codoni avenue United States Modesto (Californie) C/o unit A - Nairobi business park, Ngong Kenya Road PO box Nairobi Australia Turkey Guatemala Vietnam 165, Templestowe Road Lower Templestowe Victoria Bulleen Victoria Tarim Mah. Aspendos Bulvari No: 106/B Kurt İşhanı, Muratpaşa Antalya Condominio Empresarial Cortijo III Bodega 913, 20 Calle Zona 12, Guatemala City Suite 1319, Level 13, Kumho Asiana Plaza, No. 39,Le Duan Street, Ben Nghe Ward, District 1, Ho Chi Minh City GI GI GI GI GI GI GI Ica Seeds S.A.C. Peru Fundo la Viña S/N Caserio La Poruma Ica GI Plant Development Australia PTY. LTD. Australia 165, Templestowe Road Templestowe Lower VIC 3107 Name Country Head office GI % Voting rights % Interest Consolidati on method Update of the Vilmorin & Cie Annual Report

58 PT Clause Indonesia LLC Semillas Harris Moran Mexicana 8- HAZERA Hazera Agriculture Technology & Services (Beijing) Co Ltd Hazera Seeds do Brasil Ltda Hazera España 90 SA Hazera Seeds Ltd Hazera Seeds Hellas Commercial SA Hazera Holding International BV Hazera Seeds Mexico SA Hazera Seeds USA Inc Hazera Tohumculuk Ve Ticaret AS Indonesia Mexico China Brazil Spain Israel Greece Israel Mexico United States Turkey Ruko Bumi Prayudan Permai Blok B - 6, Mertoyudan, Magelang JAWA TENGAH Blvd. V. Carranza 2378-A Parque industrial R.A.S.A. Mexicali, BC Mexico CP Room , Tower D, Java Millenium Place - No, 18 Jianguomenwai Dajie, Chaoyang District Beijing Rua Américo Brasiliense, 458 CEP: Campinas - São Paulo Paseo de la Castellana 259 B Madrid Brurim Farm MP Shikmim 64 Lisikratous str. & Kekropos, Municipality of Kallithea Athens Koningslaan, AD Amsterdam - Netherlands Calle Trapani No 4732 Local A Edificio Plaza Palermo - Palermo Residencial Culiacan - Sinaloa 32 Loockerman Sq, Suite L 100 Dover - Delaware Hüsrev Gerede Cd. Ömer Rüştü Paşa Sk, No.12 Şişli İstanbul Update of the Vilmorin & Cie Annual Report GI GI GI GI GI GI GI GI GI GI GI Hazera Seeds BV Netherlands Schanseind 27 BP Pm Made GI Hazera Seeds Germany Gmbh Hazera Seeds Uk Ltd Hazera Seeds SA Ltd Hazera Poland SP.Z.o.o. Hazera Ukraine LLC 9- VILMORIN Anadolu Tohum Uretim Ve Pazarlama Anonim Sirketi Semillas Shamrock Internacional Shamrock Seed Company Vilmorin Atlas SARL Vilmorin do Brasil Comercio de Sementes Ltda Germany United Kingdom South africa 2 Am Griewenkamp D31234 Edemissen Joseph Nickerson Research Centre Market Rasen LN7 6DT Rothwell 121 Boshoff Street New Muckleneuk GI GI GI Poland Ul. Marywilska 34 I Warszawa GI Ukraine Turkey Mexico United States Morocco Brazil Office # Strategichne shose 16 Str Kiev Güzelyali. Bati Sahili, Ciftlik Sok. No.9 Pendik Istanbul Blvd Adolfo Lopez Mateos 1530 Pte Celaya Mexico 3 Harris Place Salinas California 158 boulevard Abdellah Ben Yacine Casablanca Av. José Bonifacio, 354 Jardim Flamboyant CAMPINAS,SP GI GI GI GI GI GI Vilmorin Iberica SA Spain Calle Joaquim Orozco Alicante GI Name Country Head office Vilmorin Italia SRL Italy Centergross CP 97 - Blocco 22 Via dei Notai Funo % Voting rights % Interest Consolidati on method GI

59 Vilmorin OOO Vilmorin SA Russia France 10- MIKADO KYOWA SEED Dalian Mikado International Seed Co Ltd Mikado Kyowa K.K. China Japan GARDEN PRODUCTS AND HOLDINGS DLF France SAS 11- VILMORIN JARDIN C.H. Van Den Berg BV Vilmorin Bahce Urunleri Anonim Sirketi Vilmorin Garden Sp. zo.o. Vilmorin Jardin SA France Netherlands Turkey Poland France HOLDINGS & BIOTECHNOLOGIES Genective SA Limagrain (Beijing) Business Consulting Co Ltd Mikado Seed Holding K.K. France China Japan Gruzinskiy val ulitsa 11, building 3, office , Moscow Route du Manoir La Ménitré Room 2702 Liangiju International Building TOKYO Ohnodai Midori-ku Chiba City, Chiba Pref. ZA Les Pains - Les Alleuds Brissac Quince Nijverheidsweg 1 (1693) Am Wervershoof Güzelyali bati sahili, Ciftlik sok n 9, Pendik Istanbul ul, Ks,P, Wawrzyniaka Komorniki ZI De Tharabie Parc des Chesnes, 65, rue de Luzais St Quentin Fallavier Biopôle Clermont-Limagne Rue Henri Mondor Saint-Beauzire Room 1805, Beifangmingzhu Building, n 188 Litang Road, Dongxiaokouzhen Changping District Beijing Ohnodai, Midori-ku Chiba-shi GI GI GI GI EM GI GI GI GI EM GI GI Vilmorin & Cie SA France 4 Quai de la Mégisserie Paris GI Vilmorin Hong-Kong Ltd Vilmorin 2014 (Holdings) Ltd Gemstar SAS Vilmorin USA Corp Vilmorin Singapore PTE Ltd Consolidation method: GI: global integration EM: equity method Level 54, Hopewell Centre China 183 Queen's Road East Hong Kong Joseph Nickerson Research Centre, United Rothwell Market Rasen Kingdom LN7 6DT Lincolnshire Biopôle Clermont-Limagne France Rue Henri Mondor Saint-Beauzire 2711 Centerville Road, Suite 400 United States County of Newcastle Wilmington Delaware 80 Raffles Place - #32-01 UOB Plaza Singapore Singapore GI GI GI GI GI Update of the Vilmorin & Cie Annual Report

60 VILMORIN & CIE AND ITS SHAREHOLDERS CAPITAL STOCK AND SHAREHOLDERS Chapter 7 Vilmorin & Cie and its shareholders section Capital stock and shareholders of the annual report D filed on October 30, 2015 (page 236) is updated as follows: CAPITAL STOCK ANALYSIS OF THE CAPITAL STOCK ON JANUARY 31, 2016 Public 6.01% Treasury shares 0.02% Institutional investors 20.20% Selia 5.19% Limagrain 6.01% Groupe Limagrain 73.79% Groupe Limagrain Holding 62.57% Sources: Euroclear and internal. Capital comprising 20,833,902 shares each with a nominal value of Euros. Update of the Vilmorin & Cie Annual Report