Pinguin Prospectus 18.10.2007_Uk

Pinguin NV offers New Shares without nominal value with VVPR Strips within the framework of a capital increase in cash with Preferential Rights. The intention of the public offering is to finance part of the acquisition price of

the Lutosa Group by Pinguin NV as explained in the Prospectus.

The subscription to the New Shares is, in accordance with conditions specified in the Prospectus, reserved to the Existing Shareholders and holders of Preferential Rights at an Issue Price and at a subscription ratio, which will be

made public, in principle on 26 October 2007, in the form of a supplement to the Prospectus.

The Preferential Rights attached to the Existing Shares will be separated after closing of the stock exchange on 26 October 2007 and will be separately negotiable throughout the Subscription Period. Shareholders and holders

of Preferential Rights who have not exercised their Preferential Rights at the latest on 12 November 2007 can no longer do so after this date.

Unexercised Preferential Rights will be automatically converted at the end of the Subscription Period into so-called Scrips and placed with Food Invest International NV as explained in this Prospectus.

WARNING

Investment in the Shares involves substantial risks. Investors should have regard to the risks described in the chapter “Risk Factors”.

ADMISSION TO EUROLIST BY EURONEXT OF EURONEXT BRUSSELS OF THESE NEW SHARES AND VVPR STRIPS

ADMISSION TO EUROLIST BY EURONEXT OF EURONEXT BRUSSELS OF 1,682,368 EXISTING SHARES ISSUED WITHIN THE FRAMEWORK OF A

PRIVATE PLACEMENT ON 26 OCTOBER 2006

ADMISSION TO EUROLIST BY EURONEXT OF EURONEXT BRUSSELS OF 1.176.470 SHARES AND VVPR STRIPS ISSUED WITHIN THE FRAMEWORK OF A CAPITAL INCREASE IN CASH WITHIN THE AUTHORISED CAPITAL FOR AN AMOUNT OF

19.999.990 EURO

PUBLIC OFFERING OF NEW SHARES WITH VVPR STRIPS WITHIN THE FRAMEWORK OF A CAPITAL INCREASE IN CASH

WITH PREFERENTIAL RIGHTS, FOR AN AMOUNT OF UP TO 46 MILLION EURO

Joint Lead Managers

Selling agents

Prospectus 18 October 2007

Pinguin NV(a public limited liability company under Belgian law, with registered office at

Romenstraat 3, 8840 Westrozebeke, Belgium)

Table of Contents

I SUMMARY OF THE PROSPECTUS............................................................................................... 1 A INFORMATION ABOUT THE ISSUER ............................................................................................. 1 B DEFINITION OF THE MOST IMPORTANT TERMS OF THE PROSPECTUS................................ 2 C CORE DETAILS OF THE OFFERING................................................................................................ 5 D SELECTED FINANCIAL INFORMATION AND MD&A ................................................................. 9 E KEY DATA REGARDING THE APPLICATION FOR ADMISSION TO TRADING ON

EUROLIST BY EURONEXT BRUSSELS OF THE SHARES ISSUED ON 26 OCTOBER 2006.... 20 F KEY DATA REGARDING THE APPLICATION FOR ADMISSION TO TRADING ON

EUROLIST BY EURONEXT BRUSSELS OF THE G&L SHARES................................................. 22 G DILUTION.......................................................................................................................................... 23 II RISK FACTORS ............................................................................................................................... 25 A RISK FACTORS ASSOCIATED WITH THE ISSUER ..................................................................... 25 B RISK FACTORS ASSOCIATED WITH THE NEW SHARES.......................................................... 32 III GENERAL COMMUNICATIONS ................................................................................................. 33 A. APPROVAL BY THE BANKING, FINANCE AND INSURANCE COMMISSION........................ 33 B. PRELIMINARY WARNING ............................................................................................................. 33 C. RESTRICTIONS ON THE OFFERING AND ON THE DISTRIBUTION OF THE

PROSPECTUS.................................................................................................................................... 33 D. FORWARD LOOKING STATEMENTS ........................................................................................... 36 E. SECTOR INFORMATION, MARKET SHARE, RANKING AND OTHER DATA ......................... 36 F. ROUNDING OFF FINANCIAL AND STATISTICAL DATA.......................................................... 36 1. GENERAL INFORMATION AND INFORMATION CONCERNING RESPONSIBILITY

FOR THE PROSPECTUS AND FOR AUDITING THE ACCOUNTS....................................... 37 1.1 RESPONSIBILITY FOR THE CONTENT OF THE PROSPECTUS................................................. 37 1.2 RESPONSIBILITY FOR AUDITING THE ACCOUNTS ................................................................. 37 1.3. AVAILABLE INFORMATION ......................................................................................................... 38 1.4. COMPANY DOCUMENTS AND OTHER INFORMATION ........................................................... 38 2. GENERAL INFORMATION REGARDING THE OFFER, THE PRIVATE

PLACEMENTS AND THE ADMISSION TO LISTING ON EUROLIST BY EURONEXT BRUSSELS ........................................................................................................................................ 39

2.1 BASIC INFORMATION .................................................................................................................... 39 2.1.1 Operating capital ..................................................................................................................................................39 2.1.2 Equity capital and net financial debt.....................................................................................................................39 2.2 INFORMATION ABOUT THE OFFER............................................................................................. 40 2.2.1 Motives for the Offer and use of proceeds from the issue......................................................................................40 2.2.2 Conditions governing the Offer .............................................................................................................................40 2.2.3 Value of the Offering .............................................................................................................................................40 2.2.4 Subscription Procedure.........................................................................................................................................40 2.2.5 Withdrawal and Suspension of the Offering ..........................................................................................................41 2.2.6 Offer Price for New Shares ...................................................................................................................................41 2.2.7 Allocation of Shares ..............................................................................................................................................41 2.2.8 Withdrawal of Subscription...................................................................................................................................41 2.2.9 Payment and Delivery of the New Shares .............................................................................................................42 2.2.10 Publication of Results............................................................................................................................................42 2.2.11 Procedure for exercising and tradability of the Preferential Rights .....................................................................42 2.2.12 Calendar ...............................................................................................................................................................42 2.2.13 Plan for the distribution and allocation of the Shares...........................................................................................42 2.2.14 Determination of the price ....................................................................................................................................43 2.2.15 Placement and guarantee of the successful outcome.............................................................................................43 2.2.16 Interest of natural and legal persons involved in the Offering ..............................................................................43 2.2.17 Underwriting Agreement.......................................................................................................................................44 2.3 PRIVATE PLACEMENT OF 26 OCTOBER 2006 – ISSUE OF 1,682,368 SHARES ....................... 44 2.3.1 Capital increase by contribution in cash...............................................................................................................44 2.3.2 Objective of the action...........................................................................................................................................45 2.3.3 Changes of control after the extraordinary general shareholder’s meeting of 26 October 2006: transactions

at 21 December 2006 and 30 August 2007............................................................................................................45 2.4 PRIVATE PLACEMENT OF G&L SHARES .................................................................................... 49 2.4.1 Capital increase as a result of contribution in cash ..............................................................................................49 2.4.2 Purpose of the act..................................................................................................................................................49

2.4.3 Results of the afore-mentioned capital increase....................................................................................................49 2.5 INFORMATION ABOUT THE EFFECTS THAT WILL BE OFFERED AND/OR ADMITTED

AS SHARES FOR TRADE ON EUROLIST BY EURONEXT BRUSSELS ..................................... 49 2.5.1 Nature and form of the New Shares ......................................................................................................................49 2.5.2 Rights that are attached to the Shares...................................................................................................................50 2.5.3 Disclosure of significant participations ................................................................................................................56 2.5.4 Regulations concerning obligatory disclosure of takeover and buy-out bids ........................................................56 2.5.5 Belgian tax system .................................................................................................................................................57 2.6. ADMISSION TO TRADING AND TRADING PROVISIONS.......................................................... 61 2.6.1. Admission to trading .............................................................................................................................................61 2.6.2. Listing location......................................................................................................................................................61 2.6.3. Simultaneous applications for listing ....................................................................................................................61 2.6.4. Liquidity contract ..................................................................................................................................................61 2.6.5. Stabilisation – Interventions on the market ...........................................................................................................62 2.7. HOLDERS OF SHARES WHO WISH TO SELL THEM................................................................... 62 2.8. EXPENSES RELATED TO THE ISSUE AND/OR TO THE OFFERING......................................... 62 2.9. DILUTION.......................................................................................................................................... 63 3. GENERAL INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL.......... 65 3.1. HISTORY AND KEY EVENTS IN THE DEVELOPMENT OF PINGUIN’S ACTIVITIES ............ 65 3.2. GENERAL INFORMATION ............................................................................................................. 66 3.2.1. Corporate name ....................................................................................................................................................66 3.2.2. Registered office....................................................................................................................................................66 3.2.3. Founding, amending the bylaws and term.............................................................................................................66 3.2.4. Register of Legal Entities ......................................................................................................................................67 3.2.5. Legal Form............................................................................................................................................................67 3.2.6. Financial Year.......................................................................................................................................................67 3.2.7. Corporate purpose ................................................................................................................................................67 3.3. GROUP STRUCTURE ....................................................................................................................... 68 3.4. THE COMPANY’S CAPITAL ........................................................................................................... 68 3.4.1. Authorized capital .................................................................................................................................................68 3.4.2. Authorized share capital .......................................................................................................................................68 3.4.3. Adjustments to capital ...........................................................................................................................................69 3.4.4. Shareholders .........................................................................................................................................................70 3.4.5. Identification of the holding company that acquired control de jure of Pinguin NV.............................................71 3.4.6. Voting rights of key Shareholders .........................................................................................................................72 3.4.7. Shareholder agreements........................................................................................................................................72 3.4.8. Shares held by company in its own capital............................................................................................................73 3.4.9. Employee share option plans ................................................................................................................................73 3.4.10. Bonds with warrants..............................................................................................................................................73 3.4.11. Share Price History ...............................................................................................................................................75 4. CORPORATE GOVERNANCE ..................................................................................................... 76 4.1. BOARD OF DIRECTORS.................................................................................................................. 76 4.1.1. General provisions concerning the Board of Directors ........................................................................................76 4.1.2. Composition of the Board of Directors .................................................................................................................76 4.1.3. Committees............................................................................................................................................................80 4.1.4. Remuneration of the Board of Directors ...............................................................................................................81 4.2. MANAGEMENT COMMITTEE ....................................................................................................... 81 4.2.1. Compensation of members of the Management Committee...................................................................................82 4.3. COMPENSATION POLICY OF THE COMPANY ........................................................................... 82 4.3.1. Compensation policy for directors ........................................................................................................................82 4.3.2. Compensation policy for members of the Management Committee.......................................................................83 4.4. SHARES AND WARRANTS OF DIRECTORS AND MEMBERS OF THE EXECUTIVE

MANAGEMENT................................................................................................................................ 83 4.4.1. Shares and warrants held by directors..................................................................................................................83 4.4.2. Shares held by executive management ..................................................................................................................84 4.5. STATUTORY AUDITOR .................................................................................................................. 84 4.6. TRANSACTIONS WITH AFFILIATED COMPANIES.................................................................... 85 4.6.1. General .................................................................................................................................................................85 4.6.2. Directors conflicts of interest ................................................................................................................................85 4.6.3. Transactions with affiliated corporations .............................................................................................................86 4.7. RELATIONS WITH KEY SHAREHOLDERS .................................................................................. 86 4.7.1. The mediation of Food Invest International NV in the takeover of the Lutosa Group...........................................86 4.7.2. Property transaction, management agreements, lease agreements, debts.............................................................87

5. PINGUIN ACTIVITIES................................................................................................................... 89 5.1. COMPANY PROFILE........................................................................................................................ 89 5.1.1. Pinguin - Vegetable specialist ...............................................................................................................................90 5.1.2. Lutosa – Potato specialist .....................................................................................................................................90 5.2. PINGUIN - VEGETABLE SPECIALIST ........................................................................................... 91 5.2.1. Product line...........................................................................................................................................................91 5.2.2. Purchasing ............................................................................................................................................................92 5.2.3. Production processes and facilities.......................................................................................................................93 5.2.4. Quality...................................................................................................................................................................95 5.2.5. Sales organization .................................................................................................................................................95 5.2.6. Customers..............................................................................................................................................................96 5.2.7. Market description ................................................................................................................................................97 5.3. LUTOSA -POTATO SPECIALIST .................................................................................................. 101 5.3.1. Product line.........................................................................................................................................................101 5.3.2. Purchasing ..........................................................................................................................................................103 5.3.3. Production process and facilities ........................................................................................................................103 5.3.4. Quality.................................................................................................................................................................106 5.3.5. Sales organization ...............................................................................................................................................106 5.3.6. Customer portfolio ..............................................................................................................................................107 5.3.7. Description of the market ....................................................................................................................................108 5.4. EMPLOYEES ................................................................................................................................... 110 5.4.1. Vegetable division ...............................................................................................................................................110 5.4.2. Potato division ....................................................................................................................................................110 5.4.3. Management: Pinguin .........................................................................................................................................111 5.5. STRATEGY...................................................................................................................................... 113 6. DISCUSSION AND ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING

RESULT BY THE MANAGEMENT............................................................................................ 115 6.1 INCOME STATEMENT AND BALANCE SHEET OF PINGUIN ................................................. 115 6.1.1. Income statement of Pinguin NV .........................................................................................................................116 6.1.2. Balance sheet of Pinguin NV...............................................................................................................................121 6.2 PRO FORMA FINANCIAL STATEMENTS OF PINGUIN NV + LUTOSA .................................. 125 6.2.1. Income statement in accordance with IFRS ........................................................................................................126 6.2.2. Balance sheet in accordance with IFRS ..............................................................................................................130 6.3 ACQUISITIONS OF PADLEY AND SALVESEN.......................................................................... 135 6.3.1. Acquisition of certain activities and assets of Padley Vegetables on 1 June 2007 ..............................................135 6.3.2. Acquisition of certain activities of Christian Salvesen’s segment “Salvesen Food” ...........................................136 6.3.3. Pro forma consolidated financial information for Pinguin and Lutosa in 2006, with additional estimates

relating to the impact of the recent acquisitions of part of the activities of Padley Vegetables and Christian Salvesen Foods....................................................................................................................................................136

6.3.4 Additional comments with regard to the inclusion of the acquired assets of Padley Vegetables and Salvesen in the context of the abovementioned asset deals in the pro forma figures..........................................................139

6.4 SIGNIFICANT EVENTS SINCE 1 JULY 2007 AND OUTLOOK FOR 2007 AND BEYOND...... 140 7. FINANCIAL INFORMATION ..................................................................................................... 144 7.1. CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL YEARS 2004/2005, 2005/2006

AND 2006/2007 ................................................................................................................................ 144 7.1.1. Consolidated Income Statement Pinguin NV.......................................................................................................144 7.1.2. Consolidated balance sheet.................................................................................................................................145 7.1.3. Consolidated Equity Statement Pinguin NV........................................................................................................146 7.1.4. Consolidated cash flow statement Pinguin NV....................................................................................................147 7.2. FINANCIAL REPORTING PRINCIPLES....................................................................................... 148 7.2.1. Declaration of conformity ...................................................................................................................................148 7.2.2. Consolidation principles .....................................................................................................................................149 7.2.3. Conversion of foreign currencies ........................................................................................................................150 7.2.4. Segmented information........................................................................................................................................151 7.2.5. Non-current assets held for sale and discontinued operations............................................................................151 7.2.6. Intangible assets..................................................................................................................................................151 7.2.7. Goodwill..............................................................................................................................................................152 7.2.8. Property, plant and equipment ............................................................................................................................152 7.2.9. Leasing................................................................................................................................................................153 7.2.10. Impairment of tangible and intangible fixed assets .............................................................................................154 7.2.11. Inventories...........................................................................................................................................................154 7.2.12. Financial assets...................................................................................................................................................154 7.2.13. Trade and other receivables................................................................................................................................155

7.2.14. Cash and cash equivalents ..................................................................................................................................155 7.2.15. Equity instruments...............................................................................................................................................155 7.2.16. Provisions............................................................................................................................................................155 7.2.17. Employee benefits................................................................................................................................................156 7.2.18. Equity instruments and interest-bearing liabilities: the distinction.....................................................................157 7.2.19. Bank loans...........................................................................................................................................................157 7.2.20. Subordinated bond loans.....................................................................................................................................157 7.2.21. Trade and other payables....................................................................................................................................157 7.2.22. Derivatives ..........................................................................................................................................................158 7.2.23. Income taxes........................................................................................................................................................158 7.2.24. Revenue ...............................................................................................................................................................159 7.2.25. Financing costs ...................................................................................................................................................159 7.2.26. Post-balance sheet events....................................................................................................................................159 7.2.27. Use of estimates...................................................................................................................................................159 7.3. NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS 2005/2006 AND 2004/2005............. 160 7.3.1. Segment reporting ...............................................................................................................................................160 7.3.2. Discontinued reporting .......................................................................................................................................163 7.3.3. Income statement items .......................................................................................................................................164 7.3.4. Balance sheet items .............................................................................................................................................168 7.3.5. Other elements ....................................................................................................................................................180 7.3.6. Pending disputes .................................................................................................................................................181 7.3.7. Commitments.......................................................................................................................................................182 7.3.8. Related parties ....................................................................................................................................................183 7.3.9. Events since the balance sheet date.....................................................................................................................185 7.3.10. Non-audit missions undertaken by the statutory auditor + related parties .........................................................185 7.4. NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS 2005/2006 AND 2006/2007 ........... 188 7.4.1. Fully consolidated subsidiaries...........................................................................................................................188 7.4.2. Segmented information........................................................................................................................................189 7.4.3. Discontinued operations .....................................................................................................................................193 7.4.4. Sales, negative goodwill recognised in the income statement and other operating income ................................194 7.4.5. Operating Charges..............................................................................................................................................195 7.4.6. Operating result (EBIT) ......................................................................................................................................196 7.4.7. Financial income and expenses...........................................................................................................................196 7.4.8. Income taxes........................................................................................................................................................197 7.4.9. Earnings per share ..............................................................................................................................................198 7.4.10. Intangible assets..................................................................................................................................................198 7.4.11. Tangible fixed assets ...........................................................................................................................................199 7.4.12. Inventories...........................................................................................................................................................202 7.4.13. Available-for-sale financial assets ......................................................................................................................202 7.4.14. Long term receivables (> 1 year)........................................................................................................................203 7.4.15. Deferred tax assets (liabilities): ..........................................................................................................................203 7.4.16. Trade and other receivables................................................................................................................................204 7.4.17. Cash and cash equivalents ..................................................................................................................................205 7.4.18. Deferred charges and accrued income................................................................................................................205 7.4.19. Subscribed capital ...............................................................................................................................................205 7.4.20. Own shares..........................................................................................................................................................206 7.4.21. Dividends ............................................................................................................................................................207 7.4.22. Stock option and warrant plans...........................................................................................................................207 7.4.23. Minority interests ................................................................................................................................................207 7.4.24. Provisions............................................................................................................................................................208 7.4.25. Pension obligations .............................................................................................................................................208 7.4.26. Interest-bearing liabilities...................................................................................................................................208 7.4.27. Trade and other payables (short-term) ...............................................................................................................210 7.4.28. Accrued charges and deferred income ................................................................................................................211 7.4.29. Pending Obligations............................................................................................................................................211 7.4.30. Commitments.......................................................................................................................................................212 7.4.31. Related parties ....................................................................................................................................................213 7.4.32. Event after the balance sheet date.......................................................................................................................215 7.4.33. Non-audit tasks undertaken by the statutory auditor + related parties...............................................................215 7.4.34. Risk Management Policy .....................................................................................................................................215 7.5. STATUTORY AUDITOR’S REPORT............................................................................................. 218 7.5.1. Statutory auditor’s report on the consolidated statements for the year ending 30 June 2007.............................218 7.5.2. Statutory auditor’s report on the consolidated financial statements for the year ended 30 June 2006 ...............219 7.5.3. Explanatory note of the auditor with respect to the comparative figures per June 30, 2005 ..............................220 7.6. RESTATEMENT OF PINGUIN’S AND LUTOSA’S FINANCIAL STATEMENTS ...................... 222 7.6.1. Restatement of Pinguin’s financial statements by calendar year instead of by financial year ............................222 7.6.2. Recalculation of Lutosa’s financial statements based on IFRS instead of BE GAAP..........................................223

7.7. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 2006/2007................................ 230 7.7.1. General ...............................................................................................................................................................230 7.7.2. Pro forma consolidated balance sheet of the Pinguin Group (including acquisition of the Lutosa Group) at

31 December 2006 and at 30 June 2007 .............................................................................................................234 7.8. REPORT OF THE STATURORY AUDITOR’S REPORT ON THE PRO FORMA CONSOLIDATED

FINANCIAL INFORMATION .................................................................................................................. 241 7.9. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR PINGUIN AND LUTOSA IN 2006

SUPPLEMENTED WITH ESTIMATES RELATING TO THE IMPACT OF THE RECENT ACQUISITIONS OF PART OF THE ACTIVITIES OF PADLEY VEGETABLES AND CHRISTIAN SALVESEN FOODS. .................... 242

7.9.1. The financial data relating to the acquired activities of Padley Vegetables and Christian Salvesen Foods. ......242 7.9.2. Financial Data Christian Salvesen Foods...........................................................................................................242 7.9.3. Financial Data Padley Vegetables ......................................................................................................................243 7.9.4. Evolution of the various balance sheet items ......................................................................................................244

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I SUMMARY OF THE PROSPECTUS This summary must be read as an introduction to the Prospectus. It includes certain essential information of this Prospectus. However, it does not contain all the information that can be important for investors and must therefore be read with the more detailed information and the appendices of this Prospectus. Investors must base their decision to subscribe to the New Shares on a thorough review of the Prospectus and not only on this summary. The Company cannot be held civilly liable for the contents of the summary or its translation unless these contents or the summary would be misleading, incorrect or contradictory with other statements in the Prospectus. In this summary and elsewhere in the Prospectus certain terms and expressions are used. Unless the context in which these terms and expressions are used does not allow it or unless these terms or expressions are defined otherwise, they must be read and understood as under section B of this summary. If in connection with the information in this Prospectus a claim is filed with a court in a Member State of the European Economic Area, it is possible that the investor as a claimant must pay the cost of the translation of this Prospectus under the appropriate legislation of the Member State in which the claim is filed before the legal action is started.

A INFORMATION ABOUT THE ISSUER

General description Pinguin is in the first place a vegetable specialist, which has set itself the goal of offering a range of quality vegetable solutions (“Vegetable Solutions”) to several types of customer. The deep freezing process is thereby the underlying production technique. The vegetable group has more than 2,000 product specifications, ranging from basic fresh frozen vegetables in all possible forms to culinary, ready-to-eat vegetable preparation and ready-to-eat meals (“Convenience Cuisine”). Founded in 1968 in Westrozebeke, the Company was given a new élan as from 1990 with the new generation of the family Dejonghe which took over the management of the Company and profoundly changed the strategy. A decade of optimization, automation and modernization was instigated. The production-oriented policy was transformed into a customer-oriented policy. To differentiate Pinguin clearly from its competitors more and more was invested in quality control, customer care and service. Pinguin also shifted its emphasis from volume production to more quality and profitability. To be able to take advantage of new takeover opportunities, in 1999 the management of Pinguin NV decided, as the first within the sector in Belgium to gather fresh capital on the Brussels stock exchange. The transaction created a new dynamic within Pinguin and allowed it to increase carefully the level of investment in new infrastructure over the following years. In 2007, Pinguin completed a number of acquisitions including Padley Vegetables, Salvesen, and the Lutosa Group. Following those acquisitions, Pinguin has 12 facilities spread over Belgium, France and the United Kingdom. In the 2006 calendar year, the group realized a pro forma, non-audited turnover of 330 million Euros (excluding Salvesen Foods and Padley Vegetables). Pinguin wishes to play a further leading role, and to continue to play a leading role in a European consolidation movement that is in progress. After its successful restructuring, Pinguin has been well placed to benefit from this momentum in order to lay the foundation for a stable and more profitable growth. Pinguin is convinced that because of its extensive product range; its geographical distribution, its know-how and its production resources, it is a suitable partner to offer a complete solution to the vegetable and potato market.

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General information - Share capital

Before the decision to increase the capital, the share capital of Pinguin NV amounted to EUR 48,935,855.95, represented by 6,676,085 shares with voting right and without designation of nominal value.

- Structure

The Company is a public limited liability company.

- Board of Directors, directors of the Company

The Board of Directors of Pinguin NV consists of: • The Marble BVBA, represented by Luc Van Nevel, President/non-executive, independent

director; • Vijverbos NV, represented by Herwig Dejonghe, Managing Director, representative of STAK,

the majority shareholder; • Management Deprez BVBA, represented by Veerle Deprez, non-executive director,

representative of STAK, the majority shareholder; • Kofa BVBA, represented by Koen Dejonghe, executive director, representative of STAK, the

majority shareholder; • Jo Breesch, non-executive director; • Patrick Moermans, non-executive, independent director; • Fortis Private Equity Belgium NV, represented by Jan Bergers, non-executive director; • M.O.S.T. BVBA, represented by Frank Meysman, non-executive, independent director; • Olivier Gemin, non-executive director;

The management committee consists of the following persons:

• Vijverbos NV, represented Herwig Dejonghe, CEO; • The New mile BVBA, represented by Steven D’haene, CFO; • Peca Management BVBA, represented by Peter Ohms, COO;

The statutory auditor of the company is Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, represented by Mr Mario Dekeyser, auditor.

B DEFINITION OF THE MOST IMPORTANT TERMS OF THE PROSPECTUS

Calendar

Indicative timetable for the offering, described in point 2.2.12., adjustable to unforeseen circumstances.

Christian Salvesen Foods/Salvesen Christian Salvesen Foods was a division of Salvesen Logistics Limited, a company under the laws of England and Wales, with registered offices at Salvesen House, Lodge Way, New Duston Northampton NN5 7 SL (United Kingdom), under registry number 346268.

Closing date of the Offering Last day on which the Existing Shareholders and other investors with Preferential rights can submit their subscription orders for the New Shares; this date is according to the calendar 12 November 2007.

Existing Shareholders

The holders of Existing Shares.

Existing shares The current 6,676,085 shares (issued including the shares on the

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occasion of the private placement of 26 October 2006 and excluding the G&L shares).

Food Invest International NV A public limited liability company registered under Belgian law, with registered office seat at 2860 Sint-Katelijne-Waver, Drevendaal 1, in the register of legal entities of the Kruispuntbank van Ondernemingen under company number 0446.729.738, formerly registered in the trade register at Mechelen under number 80.184, and with VAT number BE-0446.729.738.

G&L shares The 1,176,470 shares that will be issued as part of a private placement and will be underwritten by the Van den Broeke family or a company controlled by them.

Issue price The price at which each New Share is offered. This price applies for all investors, private and institutional, and will be announced in the form of a supplement to the Prospectus at the latest on the trading day before the Opening date of the offering.

Joint Lead Managers

ING Belgium NV, with registered office at 1000 Brussels, Marnixlaan 24 and Petercam NV, with registered office at 1000 Brussels, Sint-Goedeleplein 19.

KBC PE KBC Private Equity, a company registered under Belgian law, with registered office at 1080 Brussels, Havenlaan 12, in the register of legal entities of the Kruispuntbank van Ondernemingen under company number 0403.226.228, formerly registered in the trade register in Brussels under number 360.297, and with VAT number BE-0403.226.228.

Lur Berri

The Société Agricole à Capital Variable Lur Berri, a company under French law, with registered office at F-64120 Aicirits (French Republic), Route de Sauveterre, in the trade register at Bayonne under number D.782.369.409.

Lutosa Group or Lutosa

The group of companies consisting of G&L Van den Broeke NV, Vanelo NV, Moerbos NV, Lutosa Sarl, Lutosa Express NV, and its branches and subsidiaries.

New Shares

The Shares that are issued within the framework of this Offering.

Offering

This public offering for subscription for New Shares within the framework of a capital increase of the Company.

Opening date of the Offering Date from when the Existing Shareholders and other investors with preferential rights can submit their subscription orders for the New Shares; according to the calendar this is 29 October 2007.

Padley Vegetables GW Padley Vegetables Ltd., a company under the laws of England and Wales, with its registered offices at Cumberland Court, 80 Mount Street, Nottingham NG1 6HH (United Kingdom), under registry number 679178.

Pinguin, Pinguin NV, company or Issuer

The public limited liability company named Pinguin registered under Belgian law, with registered office at Romenstraat 3, 8840 Westrozebeke, in the register of legal entities of the Kruispuntbank van Ondernemingen under company number 0402.777.157.

Preferential rights Holders of Shares have a Preferential right that allows them to subscribe to the New Shares on a capital increase in cash in proportion to that part of the capital which is represented by their

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Existing Shares: x existing shares give the right to subscribe to y New Shares within the framework of this Offering. This ratio will be published at the latest on the trading day before the Opening date of the Offering in the form of a supplement to the Prospectus.

Prospectus This document, drafted with a view to this Offering and on the admission of the New Shares, Preferential rights, the G&L Shares, VVPR strips and Shares created within the framework of a private placement on 26 October 2006 on Eurolist by Euronext Brussels, as approved by the CBFA on 18 October 2007.

Scrips

The Preferential rights that were not exercised during the Subscription period, and that in accordance with the Underwriting Agreement will be bought and exercised by Food Invest International NV and for which the net proceeds from the sale, after deducting expenses, charges and all forms of expenditure which the Company had had to incur for this, will be divided proportionally between all Existing Shareholders who have not exercised their Preferential rights, as described in point 2.2.4 infra.

Shares

The shares that represent the capital, with voting rights and without designation of nominal value, issued by Pinguin NV.

STAK The Stichting Administratiekantoor Pinguin, a foundation under Dutch law, with registered office at NL-1183 DJ Amstelveen (the Netherlands) and at NL-1105 BH Amsterdam Zuidoost (the Netherlands), Paasheuvelweg 16, registered in the trade register of the Kamer van Koophandel en Fabrieken (Chamber of Commerce and Factories) for Amsterdam under number 34116253.

Subscription period

The period from 29 October 2007 to and including 12 November 2007 in which the subscription for the New Shares is reserved for Existing Shareholders and investors who have acquired Preferential rights on Eurolist by Euronext Brussels.

Syndicate ING Belgium, Petercam, KBC Securities and Bank Degroof.

Underwriting Agreement The agreement between the Company, Food Invest International NV and the Joint Lead Managers. The contents of this agreement are discussed in point 2.2.17. On the basis of the Underwriting Agreement, Food Invest International NV undertakes on the closure of the Offering to purchase all non-exercised preferential rights that are represented by Scrips and to exercise them.

Van den Broeke family Messrs Guy and Luc Van den Broeke resided respectively at Leonard Vandorpestraat 15, 8500 Kortrijk and Grote Steenweg 139, 9870 Zulte.

VVPR Strips The New Shares and the G&L shares will issued with a VVPR strip. VVPR strips give certain holders the right to a reduced withholding tax on dividends (15% instead of 25%). VVPR strips can be traded separately.

5

C CORE DETAILS OF THE OFFERING

Purpose of the offering On 26 June 2007 Pinguin NV reached an agreement with the Van den Broeke family concerning the purchase of all the shares of the Lutosa Group. This transaction was completed on 28 September 2007. Through the acquisition, Pinguin takes a major step forwards and widens its range with chilled and deep frozen potato products. The competencies of Lutosa in the area of agronomy, production, technology, and R&D, and its extensive commercial network, reinforces the Pinguin organization even further. Pinguin NV is paying EUR 175 million for all shares of the Lutosa Group. The purchase of all the shares of the Lutosa Group will financed partly by the capital increase by EUR 20 million to the benefit of the Van den Broeke family at a price of EUR 17 per share, and partly the capital increase of maximum EUR 46 million which will be offered to all shareholders. Food Invest International NV guarantees the successful completion of this capital increase. The majority shareholder STAK has undertaken to exercise its Preferential rights.

The balance of the takeover price will be financed with a combination of long-term credit, the securitization of trade receivables and the sale and rent-back of the real estate of the Lutosa Group by a banking consortium to Les Pres Sales, a company in which Food Invest International holds 50% of the shares, and Guy and Luc Van den Broeke each hold 25% (in accordance with the procedure provided by Article 523 and 524 of the Belgian Companies Code). The financial resources from the sale and rent back transaction amount to EUR 45 million. The expenses associated with this Prospectus (and the private placings described in it and the Offering) are estimated at EUR 1 million and include among other things the compensations liable to CBFA and Euronext Brussels, the remuneration of the financial intermediaries, the expenses for printing and translating the Prospectus, legal and administrative expenses and publication expenses. The remuneration of the Joint Lead Managers has been fixed at EUR 650,000. Calendar of the offering

Decision by the Extraordinary General Meeting of Shareholders to increase the capital

4 October 2007

Publication in the press of the announcement, prescribed by Article 593 of the Belgian Companies Code

18 October 2007

Determination of the Issue price 26 October 2007 Publication of the Prospectus and the supplement to the Prospectus (with the Issue price)

26 October 2007

Opening of the subscription with Preferential rights 29 October 2007 Closure of the subscription with Preferential rights 12 November 2007 Accelerated private placement of the non-exercised preferential rights in the form of Scrips

13 November 2007

Allocation of the Scrips and subscription on the basis thereof 13 November 2007 Publication of the results of the subscription with Preferential rights and with Scrips and of the results of the sale of Scrips

16 November 2007

Payment by the subscribers of the subscription price 16 November 2007 Determination of the capital increase 16 November 2007 Delivery of the New Shares to the subscribers 16 November 2007 Admission to trading of the New Shares on Eurolist by Euronext Brussels 16 November 2007

Price of the Offering The price at which the New Shares will be offered is the Issue price.

6

The Issue price will be determined by the Company in consultation between the Joint Lead Managers, at the latest on the trading day that immediately precedes the opening of the subscription, which is in principle on 26 October 2007, as a function of the stock price of the Share on Eurolist by Euronext of Euronext Brussels (“Eurolist by Euronext Brussels”). A discount will be applied on this as is usual for this type of transaction, determined according to market customs and depending on the circumstances and market conditions then applicable. The Issue price will be published in principle on 26 October 2007 in the form of a supplement to the Prospectus. Proceeds of the Offering The issue amount amounts to a maximum of EUR 46 million, issue premium included. After deducting the commissions and the expenses of the Offering for which the Company is liable, the net proceeds of the Offering can be estimated at an amount in the order of EUR 45 million. The issue of New Shares is the subject of an Underwriting Agreement, concluded between the Company, Food Invest International NV and the Joint Lead Managers. Food Invest International NV has undertaken to purchase after closing of the Offering all non-exercised preferential rights that will be represented by Scrips and to exercise them. Duration of the Offering The Offering will remain open from 29 October 2007 up to and including 12 November 2007. Conditions of the Offering The subscription for New Shares is preferably reserved to the holders of the Existing Shares. They can subscribe preferentially according to a subscription proportion that will be announced in the form of a supplement to the Prospectus, in principle on 26 October 2007. The preferential right will be materialized by coupon no. 4 of the Shares. The Preferential right, in the form of coupon no. 4 of the Shares, will be removed on 26 October 2007 after the closure of Euronext Brussels and can be traded on Euronext Brussels throughout the entire Subscription period. Those Shareholders who have not exercised their Preferential right, and other holders of a Preferential right who have not exercised this at the latest on 12 November 2007, can no longer exercise them after that date. The non-exercised Preferential rights will be represented by Scrips and on the day after the closure of the Subscription period and in principle on 13 November 2007 will be purchased by Food Invest International NV with the obligation to exercise them at the same conditions. The selling price of the Scrips will be determined in consultation between the Company and the Joint Lead Managers based on the theoretical value of the subscription rights calculated on the basis of the Issue price and the average of the daily weighed average value (“VWAP”) of the Share on Eurolist by Euronext Brussels during the Subscription period divided by the number of Existing Shares necessary to be able to subscribe for one New Share1. The VWAP of the Share will be limited to the average value of the Share during the thirty days before the day of purchase of the Scrips, in principle on 13 November 2007. The Company will apply the proceeds from the sale of these Scrips for the benefit of the Existing Shareholders who have neither exercised their rights nor transferred them during the subscription period. Payment will be made upon the tender or surrender of Coupon no. 4. For costs and procedures concerning these payments, please consult your financial intermediary. 1 (VWAP-Issue price)/ Number of Existing Shares for 1 New Share.

7

Disclosure of the results of the Offering Within five working days after the closure of the Offering and in principle on 16 November 2007 the following data will be announced by inclusion in the Belgian financial press and in electronic form on the Company website: • the total number of New Shares allocated; • the result of the subscription with Preferential rights and with Scrips; • the number and price of the Scrips. Right to dividends The New Shares give where appropriate right to participate in profit as from 1 July 2007 and are consequently (where appropriate) entitled to dividend for the shortened accounting year ending on 31 December 2007. Dividend policy No dividend was paid during the last 2 years. The directors propose not to pay a dividend for the past accounting year. In the future realized profits will in the first instance be retained in the Company and employed for the development of the Company. The Company can, however, amend its dividend policy in the future. All payments of dividends will be dependent on the Company’s profits, its financial status, its capital needs and other factors that are considered as important by the Company. Settlement of the price of the New Shares The payment for the subscriptions through Preferential rights or Scrips is made by debitting the account of the subscriber as of the value date of 16 November 2007. Counter banks The applications for subscription can be submitted free of charge to the Syndicate or at these institutions through any other financial intermediary. Investors are requested to enquire about any expenses that could be charged by those other intermediaries. Financial service The financial service for the Shares is provided by the Joint Lead Managers and Bank Degroof. For the shareholders this is free of charge. Admittance to Eurolist by Euronext Brussels The application for trading of the New Shares, the G&L shares, the Shares issued on 26 October 2006, the Preferential rights and the VVPR Strips on the regulated market Eurolist by Euronext Brussels has been submitted. The admission of the Preferential rights takes place in principle on 29 October 2007. The admission of the New Shares, the G&L shares, the Shares issued on 26 October 2006 and the VVPR strips takes place in principle on 16 November 2007. Lock-up No shareholder has committed itself to a lock-up of its Shares for this offering. Stabilization No stabilization is contracted on the initiative of the Company. No over-allocation option is foreseen.

8

Restrictions on application on the Offering The Offering is only open to the public in Belgium. In certain countries the distribution of this Prospectus and the Offering can be subject to special regulation. Each person who is in the possession of this Prospectus must ascertain the existence of such restrictions and observe them. The authorized intermediaries cannot accept any subscription for New Shares from investors who are located in a country where this Offering would be illegal. Summary of the most important risk factors associated with the Issuer and the securities offered The attention of the subscribers is drawn to the fact that the following list of risks is incomplete. There may be unknown or unlikely risks, or risks that on the date of this Prospectus were not considered liable to have an unfavourable influence on the Company, its activity or financial situation. The risk and uncertainties that in the judgment of the Company are substantial are described below. These risks and uncertainties are possibly however not the only ones that are related to the Issuer, and the order in which they are presented is not intended as a supposed order of importance.

Risks associated with the Issuer and its activities - Indebtness

As a result of recent acquisitions, Pinguin’s debt position has greatly increased over the past months. Pinguin has taken over part of the activities of Christian Salvensen’s Food division and Lutosa Group, financed by temporary bridge financing facilities. Pinguin is currently busy refinancing this debt. Although the Company is convinced that its financing structure is adapted to its needs, the Company must generate sufficient cash flows to pay back its debt and interest charges.

- Integration

The recent takeovers of the activities and the staff of Padley Vegetables and Christian Salvesen Foods will be assimilated as quickly as possible in the Pinguin-Lutosa organization and must reach the expected Pinguin-Lutosa standards as quickly as possible. The success of the integration depends on the speed with which the integration is finalized and the degree to which the intended savings can be realized.

- Climate

Because the Company is dependent on nature for its raw materials, climatological conditions can cause considerable fluctuations in production and the price of the raw materials.

- Environment

The local environmental standards have an important impact on the production process. Changes to legislation and standardization have an effect on the production process and the capacity of the production facilities.

- Agriculture area

Due to the demographic ageing of the agricultural population and the pressure on agriculture areas caused by the demand for (grain) crops for bio energy, the Company must always be watchful to maintain sufficient supply certainty.

- Risk concerning disputes, lawsuits and/or other procedures Pinguin has been involved in a limited number of disputes and lawsuits. Although the Pinguin management considers it unlikely that the disputes or the judgments of the lawsuits will be to the detriment of Pinguin, this is nevertheless not excluded. Any judgment to the disadvantage of Pinguin can have a substantial impact on the results of the Company.

9

Risks associated with offered securities

- Liquidity of the Share: the Share offers a relatively limited liquidity; - Low liquidity on the market for Preferential rights and the VVPR Strips: the Preferential rights

and the VVPR Strips can only offer a limited liquidity; - Dilution: the Existing Shareholders who do not exercise their Preferential rights or who transfer

them would experience a dilution; - Volatility of the price of the Share and the VVPR Strips: the Issue price of the New Shares can

only be considered as an indication of the market price of the Shares after the Offering. Some developments concerning the Company or macro-economic factors can cause the price of the Shares to fluctuate. The factors that determine the price of the Shares can also have an effect on the market for the VVPR Strips.

- Price decrease: the sale of a certain number of Shares or Preferential rights on the market, or

even the feeling that such sales can take place, can have an unfavourable effect on the price of the Share or the value of the Preferential right.

D SELECTED FINANCIAL INFORMATION AND MD&A

In the tables below the selected financial information described is based on the audited consolidated annual accounts and which must be read together with the audited consolidated annual accounts that were produced in compliance with the International Financial Reporting Standards (IFRS) and are included elsewhere in the Prospectus (see Chapter 7), and with the “Discussion and analysis of the financial situation and the Company’s results by the management” (see Chapter 6). Within the framework of the takeover of the Lutosa Group, the Company has established consolidated pro forma financial information drafted for the period running from 1 January 2006 up to and including 31 December 2006 (12 months) and for the period from 1 January 2007 up to and including 30 June 2007 (6 months). For further information on the assumptions used in drawing up the pro forma financial information, we refer to Chapter 7.7 (“Pro Forma Consolidated Financial Information 2006/2007”). The following consolidated annual accounts are discussed and were drawn up in accordance with the IFRS:

• Audited consolidated balance sheet and income statement, of Pinguin NV as of 30 June 2005, excluding the Lutosa Group acquisition.

• Audited consolidated balance sheet, income statement and notes of Pinguin NV as of 30 June 2006, excluding the Lutosa Group acquisition.

• Audited consolidated balance sheet, income statement and notes of Pinguin NV as of 30 June 2007, excluding the Lutosa Group acquisition.

• Pro forma consolidated income statement, balance sheet and notes of Pinguin NV for the calendar year ending on 31 December 2006, including the takeover of the Lutosa Group as if it had occurred on 1st January 2006.

• Pro forma consolidated income statement, balance sheet notes of Pinguin NV for the first six months of 2007 ending on 30 June 2007, including the takeover of the Lutosa Group as if it had occurred on 1st January 2007.

10

Audited consolidated Financial Information Pinguin NV The table below contains the consolidated income statements of the accounting years as of 30 June 2005, 30 June 2006 and 30 June 2007 for Pinguin NV according to the IFRS and is discussed in section 6.1.1 of this Prospectus.

Year ending 30 June (in thousands of EUR) 30/06/2007 Growth (%) 30/06/2006 Growth (%) 30/06/2005 CONTINUED OPERATIONS Sales 147,242 -1.22% 149,058 1.23% 147,252 Increase/decrease in inventory 5,179 -426.54% -1,586 9.00% -1,455 Negative goodwill recognised in income statement

1,586

Other operating income 4,683 121.94% 2,110 7.22% 1,968 Raw materials, consumables and goods for resale

-83,235 0.59% -82,748 2.07% -81,070

Gross profit 75,455 12.90% 66,834 0.21% 66,695 Margin 47.55% 44.68% 45.14% Services and other goods -38,441 8.01% -35,591 0.22% -35,514 Personnel costs -19,847 -12.02% -22,558 n/m -24,732 Depreciation and amortization -5,742 10.68% -5,188 12.10% -4,628 Reversal of impairment losses on assets 887 n/m Impairments, write-offs and provisions -86 -90.93% -948 18.65% -799 Other operating charges -1,703 4.86% -1,624 n/m -2,463 Operating result (EBIT) 10,523 1037.62% 925 n/m -1,441 Margin 6.63% 0.62% -0.98% EBITDA 13,878 96.54% 7,061 77.15% 3,986 Margin 8.75% 4.72% 2.70% Financial income 725 -17.61% 880 207.69% 286 Financial expenses -3,065 n/m -3,755 n/m -5,020 Operating result after net finance costs 8,183 n/m -1,950 n/m -6,175 Taxes -1,283 110.67% -609 n/m -921 NET RESULT FROM CONTINUED OPERATIONS

6,900 n/m -2,559 n/m -7,096

Margin 4.35% -1.71% -4.80% DISCONTINUED OPERATIONS -100.00% -334 n/m -410 Total result from discontinued operations -100.00% -334 n/m -410 NET RESULT OF THE GROUP 6,900 n/m -2,893 n/m -7,506 Share of the Group 6,868 n/m -3,546 n/m -8,032 Minority interests 32 -95,10% 653 24.14% 526

The tables below contain the consolidated balance sheet as of 30 June 2005, 30 June 2006 and 30 June 2007 for Pinguin NV according to IFRS and is discussed in section 6.1.2. of this Prospectus.

ASSETS (IN THOUSANDS OF EUR)

30/06/2007 Growth (%)

30/06/2006 Growth (%) 30/06/2005

FIXED ASSETS 60,136 11.19% 54,085 0.72% 53,697 Intangible assets 821 209.81% 265 -35.84% 413 Property, plant and equipment 58,678 10.36% 53,172 1.00% 52,645 - Land and buildings 29,837 -4.19% 31,141 -3.56% 32,292 - Plant, machinery and equipment 28,226 34.95% 20,916 6.89% 19,567 - Furniture and vehicles 615 1.49% 606 28.94% 470 - Other -100.00% 164 0.00% 164 - Under construction and advance payments

-100.00% 345 126.97% 152

11

Financial fixed assets -100.00% 220 103.70% 108 - Available-for-sale financial assets -100.00% 220 103.70% 108 Deferred tax assets 350 n/m Long-term receivables (> 1 year) 287 -32.94% 428 -19.40% 531 - Other 287 -32.94% 428 -19.40% 531 CURRENT ASSETS 72,954 25.62% 58,073 -2.86% 59,782 Inventories 33,458 18.81% 28,162 -9.43% 31,094 - Raw materials and consumables 3,456 17.99% 2,929 -12.09% 3,332 - Work in progress and finished products 30,002 18.90% 25,233 -9.11% 27,762 Amounts receivable 31,472 15.65% 27,214 4.26% 26,101 - Trade receivables 29,310 18.21% 24,795 3.76% 23,897 - Other receivables 2,162 -10.62% 2,419 9.75% 2,204 Financial assets 86 6.17% 81 n/m - Derivatives 86 6.17% 81 n/m - Short term deposits Cash and cash equivalents 6,963 343.50% 1,570 6.37% 1,476 Deferred charges and accrued income 975 -6.79% 1,046 -5.85% 1,111 TOTAL ASSETS 133,090 18.66% 112,158 -1.16% 113,479

EQUITY AND LIABILITIES (IN THOUSANDS OF EUR)

30/06/2007 Growth (%)

30/06/2006 Growth (%) 30/06/2005

SHAREHOLDERS’ EQUITY 46,603 68.96% 27,582 21.03% 22,789 Share capital 48,229 34.91% 35,750 -1.95% 36,461 - Subscribed capital 48,229 34.91% 35,750 -1.95% 36,461 Share premiums Consolidated reserves -2,344 n/m -9,205 n/m -13,888 Cumulative translation adjustments -321 -1170.00% 30 -121.74% -138 Minority interests 1,039 3.18% 1,007 184.46% 354 AMOUNTS PAYABLE IN MORE THAN ONE YEAR

16,139 -14.91% 18,966 -20.66% 23,905

Provisions for pensions and similar rights 12 -29.41% 17 -19.05% 21 Other provisions 57 -82.62% 328 -25.45% 440 Financial liabilities 8,435 -33.03% 12,595 -30.24% 18,054 - Financial leases 3,223 -33.34% 4,835 -25.82% 6,518 - Credit institutions 3,081 -36.66% 4,864 -19.63% 6,052 - Bond loans 829 -63.89% 2,296 -39.02% 3,765 - Other 1,302 117.00% 600 -65.10% 1,719 Other amounts payable Deferred tax liabilities 7,635 26.70% 6,026 11.80% 5,390 AMOUNTS PAYABLE IN ONE YEAR OR LESS

70,348 7.22% 65,610 -1.76% 66,785

Financial liabilities 32,539 -6.86% 34,936 4.56% 33,411 - Current portion of non current financial liabilities

6,603 -13.98% 7,676 9.38% 7,018

- Credit institutions 25,936 -4.86% 27,260 3.28% 26,393 - Others Trade payables 33,879 26.86% 26,705 -3.37% 27,637 Advances received on contracts Tax payables 681 -4.62% 714 -11.63% 808 Remuneration and social security 2,806 4.00% 2,698 5.35% 2,561 Other amounts payable 354 29.20% 274 -84.21% 1,735 Accrued charges and deferred income 89 -68.55% 283 -55.29% 633 TOTAL EQUITY AND LIABILITIES 133,090 18.66% 112,158 -1.16% 113,479

12

Pro forma financial status Pinguin NV including Lutosa This information is drawn up for illustrative purposes only. By its nature, this pro forma information illustrates a hypothetical situation and is consequently not representative of the actual financial position or the financial achievements of the Pinguin Group. The tables below contain the pro forma consolidated income statement of the Pinguin group and the Lutosa Group according to the IFRS as of 31 December 2006 and 30 June 2007 and is discussed in section 6.2.1 of this Prospectus.

All amounts in thousands of EUR

Pro forma Income

statement 31/12/2006

Pro forma Income


CONSOLIDATED PRO FORMA

Income statement 31/12/2006

Pinguin Group

Lutosa Group

Intercom-pany

elimination

Fair value

adjust-ment

Acquisition Sale of real estate

PINGUIN GROUP (INCL. LUTOSA

GROUP)

CONTINUED OPERATIONS

CY 2006 (12m)

CY 2006 (12m)

Sales 147,320 183,394 330,714 Increase/decrease in inventory

1,147 3,777 4,924

Negative goodwill recognised in income statement

Other operating income 1,848 1,469 3,317 Raw materials, consumables and goods for resale

-83,584 -98,915 -182,499

Gross profit 66,731 89,725 156,456 Margin 44.39% 47.56% 46.16% Services and other goods -35,953 -41,895 -4,221 -82,069 Personnel costs -19,176 -25,085 -44,261 Depreciation and amortization

-5,282 -12,349 2,475 -15,156

Reversal of impairment losses on assets

Impairments, write-offs and provisions

-966 -10 -976

Other operating charges -1,156 -2,037 -3,500 -6,693 Operating result (EBIT) 4,198 8,349 -5,246 7,301 Margin 2.79% 4.43% 2.15% EBITDA 10,446 20,708 -8,000 23,154 Margin 6.95% 10.98% 6.83% Financial income 562 754 1,316 Financial expenses -3,061 -2,006 -3,770 -8,837 Operating result after net finance costs

1,699 7,097 -3,770 -5,246 -219

Taxes

306 -2,421 360 -1,755

NET RESULT FROM CONTINUED OPERATIONS

2,005 4,676 -3,770 -4,886 -1,975

Margin 1.33% 2.48% -0.58%

13


Pro forma Income statement 30/06/2007


CONSOLIDATED PRO FORMA Income statement 30/06/2007

Pinguin Group

Lutosa Group

Intercom-pany elimination

Fair value adjust-ment


PINGUIN GROUP (INCL. LUTOSA GROUP)


1 half 2007 (6m)

1 half 2007 (6m)

Sales 72.813 123.913 -16 196.710 Increase/decrease in inventory

-9.081 -1.470 -10.551


1.586 1.586

Other operating income 3.448 933 4.381 Raw materials, consumables and goods for resale

-34.422 -64.301 16 -98.707

Gross profit 34.344 59.075 93,419 Margin 49.94% 47.88% 48.62% Services and other goods -16.893 -20.163 -2.110 -39.166 Personnel costs -10.203 -12.403 -22.606 Depreciation and amortization

-3.014 -5.817 1.221 -7.610


887 887


377 -34 343

Other operating charges -1.094 -933 -3.500 -5.527 Operating result (EBIT) 4,404 19,725 -4,389 19,740 Margin 6.40% 15.99% 10.27% EBITDA 4,568 25,576 -5,750 24,394 Margin 6.64% 20.73% 12.70% Financial income 334 456 790 Financial expenses -1.670 -952 -1.885 -4.507 Operating result after net finance costs

3,068 19,229 -1,885 -4,389 16,023

Taxes

-1.580 -7.036 68 -8.548


1,488 12,193 -1,885 -4,321 7,475

Margin 2.16% 9.88% 3.89%

14

The tables below contain the pro forma consolidated balance sheet of the Pinguin Group and the Lutosa Group according to the IFRS as of 31 December 2006 and 30 June 2007 and is discussed in section 6.2.2. of this Prospectus.

All amounts in thousands of EUR Pro forma balance sheet 31/12/2006

Pro forma balance sheet 31/12/2006

CONSOLIDATED PRO FORMA BALANCE SHEET 31/12/2006

Pinguin Group

Lutosa Group

Intercompany elimination

Fair value adjustment



FIXED ASSETS 53,416 67,801 15,315 102,266 -38,337 200,461 Intangible assets 573 573 Goodwill 102,266 102,266 Property, plant and equipment 52,326 67,771 15,315 -38,337 97,075 - Land and buildings 26,684 23,022 15,315 -38,337 26,684 - Plant, machinery and equipment 19,205 43,225 62,430 - Furniture and vehicles 349 1,520 1,869 - Other - Assets under construction and advance payments

30 30

- Leasing and similar rights 6,058 4 6,062 Financial fixed assets 125 30 155 - Available for sale 125 125 - Amounts receivable 30 30 Deferred tax assets 0 Long-term receivables (> 1 year) 392 392 - Other 392 392 CURRENT ASSETS 80,868 87,241 -3,770 -8,000 156,339 Inventories 42,119 26,252 68,371 - Raw materials and consumables 3,282 6,282 9,564 - Work in progress and finished products

38,837 19,962 58,799

- Finished products 8 8 Amounts receivable 32,638 47,501 80,139 - Trade receivables 30,338 44,907 75,245 - Other receivables 2,300 2,594 4,894 Financial assets 2,613 4 2,617 - Derivatives 113 113 - Short term deposits 2,500 4 2,504 Cash and cash equivalents 2,367 13,320 -3,770 -8,000 3,917 Deferred charges and accrued revenues

1,131 164 1,295

TOTAL ASSETS 134,284 155,042 15,315 98,496 -46,337 356,800




Pinguin Group

Lutosa Group





SHAREHOLDERS’ EQUITY 45,096 67,364 10,109 -11,567 -4,886 106,116 Share capital 48,250 2,082 62,918 113,250 - Subscribed capital 48,250 2,082 62,918 113,250 Share premiums

15

Consolidated reserves -4,510 65,267 10,109 -74,470 -4,886 -8,490 Cumulative translation adjustments -325 -12 12 -325 Minority interests 1,681 27 -27 1,681 AMOUNTS PAYABLE IN MORE THAN ONE YEAR

14,817 20,522 5,206 109,000 -43,576 105,968

Provisions for pensions and similar rights

14 14

Other provisions 283 283 Financial liabilities 8,837 3,274 109,000 -45,000 76,111 - Financial leases 4,213 2 4,215 - Credit institutions 2,890 3,272 109,000 -45,000 70,162 - Bond loans 1,332 1,332 - Other 402 402 Other amounts payable Deferred tax liabilities 5,683 17,248 5,206 1,424 29,560 AMOUNTS PAYABLE IN ONE YEAR OR LESS

74,371 67,156 0 1,063 2,126 144,716

Financial liabilities 37,960 27,407 65,367 - Current portion of non current financial liabilities

7,199 7,506 14,705

- Credit institutions 30,720 19,901 50,621 - Others 41 41 Trade payables 32,530 29,189 1,063 62,782 Advances received on contracts Tax payables 594 5,434 -1,783 4,245 Remuneration and social security 2,528 3,582 6,110 Other amounts payable 545 1,283 1,828 Accrued charges and deferred revenues

214 261 3,909 4,384

TOTAL EQUITY AND LIABILITIES

134,284 155,042 15,315 98,496 -46,337 356,800

The tables below provide the pro forma consolidated balance sheet of the Pinguin Group and the Lutosa Group according to the IFRS as of 30 June 2007 and is discussed in section 6.2.2. in this Prospectus.




Pinguin Group

Lutosa Group






0

- Leasing and similar rights 4 4 Financial fixed assets 30 30 - participating interests 0 - receivables 30 30 Deferred tax assets 350 350 Long-term receivables (> 1 year) 287 287 - Other 287 287

16

CURRENT ASSETS 72,954 97,763 -1 -1,885 -5,750 163,081 Inventories 33,458 25,061 58,519 - Raw materials and consumables 3,456 4,390 7,846 - Work in progress and finished products

30,002 20,590 50,592

- Finished products 81 81 Amounts receivable 31,472 47,745 -1 79,216 - Trade receivables 29,310 45,624 -1 74,933 - Other receivables 2,162 2,121 4,283 Financial assets 86 4 90 - Derivatives 86 86 - Short term deposits 4 4 Cash and cash equivalents 6,963 24,247 -1,885 -5,750 23,575 Deferred charges and accrued revenues

975 706 1,681

TOTAL ASSETS 133,090 160,682 -1 18,275 93,847 -45,341 360,552

All amounts in thousands of EUR Pro forma

balance sheet 30/06/2007



Pinguin Group

Lutosa Group





SHAREHOLDERS’ EQUITY 46,603 79,461 12,063 -16,216 -4,321 117,590 Share capital 48,229 2,082 62,918 113,229 - Issued capital 48,229 2,082 62,918 113,229 Share premiums Consolidated reserves -2,344 77,358 12,063 -79,113 -4,321 3,643 Cumulative translation adjustments -321 -12 12 -321 Minority interests 1,039 33 -33 1,039 AMOUNTS PAYABLE IN MORE THAN ONE YEAR

16,139 18,789 6,212 109,000 -43,576 106,564


12 12

Other provisions 57 57 Financial liabilities 8,435 1,629 109,000 -45,000 74,064 - Financial leases 3,223 2 3,225 - Credit institutions 3,081 1,627 109,000 -45,000 68,708 - Bond loans 829 829 - Other 1,302 1,302 Other amounts payable Deferred tax liabilities 7,635 17,160 6,212 1,424 32,431 AMOUNTS PAYABLE IN ONE YEAR OR LESS

70,348 62,432 -1 1,063 2,556 136,398

Financial liabilities 32,539 26,699 59,238 - Current portion of non current liabilities

6,603 5,399 12,002

- Credit institutions 25,936 21,300 47,236 - Others 0 Trade payables 33,879 20,880 -1 1,063 55,821 Advances received on contracts Tax payables 681 10,941 -1,492 10,130 Remuneration and social security 2,806 3,279 6,085 Other amounts payable 354 243 597 Accrued charges and deferred revenues

89 390 4,048 4,527


133,090 160,682 -1 18,275 93,847 -45,341 360,552

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Pro forma consolidated financial information Pinguin and Lutosa 2006 supplemented with an estimate concerning the impact of the recent takeovers of a part of the activities of Padley Vegetables and Christian Salvesen Foods The information below is drawn up for illustrative purposes only and is consequently not representative of the actual financial position and achievements of the acquired Padley Vegetables and Christian Salvesen Foods. The tables below provide the pro forma consolidated balance sheet of Pinguin and Lutosa supplemented by an estimate of the impact of the takeovers of part of the activities of Padley Vegetables and Salvesen Foods and is discussed in section 6.3.

Pinguin Group including Lutosa

Group CS Foods Padley Vegetables

All amounts in thousands of EUR IFRS UK GAAP based UK GAAP based

CONSOLIDATED PRO FORMA BALANCE

SHEET 31/12/2006 FIXED ASSETS 200,461 5,768 2,570 Intangible assets 573 Goodwill 102,266 Tangible fixed assets 97,075 5,768 2,570 - Land and buildings 26,684 - Plant, machinery and equipment 62,430 5,768 2,570 - Furniture and vehicles 1,869 - Other tangible fixed assets - Assets under construction and advance payments 30 - Leasing and similar rights 6,062 Financial fixed assets 155 - Participating interests 125 - Receivables 30 Deferred tax assets 0 Long-term receivables 392 - Other receivables 392 CURRENT ASSETS 156,339 19,832 Inventories 68,371 19,832 - Raw materials and consumables 9,564 1,022 - Work in progress and finished products 58,799 18,810 - Goods for resale 8 Receivables 80,139 - Trade receivables 75,245 - Other receivables 4,894 Financial assets 2,617 - Derivatives 113 - Investments 2,504 Cash and cash equivalents 3,917 Deferred charges and accrued revenues 1,295 TOTAL ASSETS 356,800 25,600 2,570


Group CS Foods Padley Vegetables All amounts in thousands of EUR IFRS UK GAAP based UK GAAP based


SHEET 31/12/2006 SHAREHOLDERS’ EQUITY 106,116 -1,147 1,079 Capital 113,250 - Issued capital 113,250 Share premiums Consolidated reserves -8,490 -1,147 1,079 Cumulative translation adjustments -325

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Minority interests 1,681 AMOUNTS PAYABLE IN MORE THAN ONE YEAR 105,968 1,138 Provisions relating to pensions and similar rights 14 Other provisions 283 Financial debts 76,111 1,138 - Financial leases 4,215 - Credit institutions 70,162 - Bond loans 1,332 - Other 402 1,138 Other liabilities Deferred tax liabilities 29,560 AMOUNTS PAYABLE IN ONE YEAR OR LESS 144,716 26,747 353 Financial liabilities 65,367 26,747 353 - Current portion of non-current financial liabilities 14,705 - Credit institutions 50,621 - Others 41 26,747 353 Trade payables 62,782 Advances received on contracts Tax payables 4,245 Remuneration and social security 6,110 Other amounts payable 1,828 Accrued charges and deferred revenues 4,384 TOTAL LIABILITIES 356,800 25,600 2,570

The table below contains the pro forma summary income statement of Pinguin and Lutosa supplemented by an estimate of the impact of the takeovers of part of the activities of Padley Vegetables and Salvesen Foods and is discussed in section 6.3. .



CONSOLIDATED PRO FORMA INCOME

STATEMENT 31/12/2006

CONTINUED ACTIVITIES Revenues 330,714 65,961 46,153 Operating result (EBIT) 7,301 1,654 1,073 Of which: a) depreciation and amortization -15,156 -1,147 -514 b) negative goodwill included in result 1,586

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Important developments since 1 July 2007 and prospects for 2007 and beyond The following important developments have occurred since 1 July 2007: Lutosa On 26 June 2007 Pinguin NV reached an agreement with the Van den Broeke family concerning the purchase of all the shares of the Lutosa Group. The takeover was finalized on 28 September 2007. The total takeover price amounted to EUR 175 million. We refer to Section 6.2 of this Prospectus for a description of the impact of this transaction on the consolidated income statement and balance sheet. Takeover of certain activities of the Salvesen Food segment On 17 August 2007 Pinguin reached an agreement with Salvesen Logistics Ltd. to take over a part of the activities of the Christian Salvesen Foods’ segment for a total amount of EUR 26.7 million. This division consists of the processing, packaging and storage of deep frozen vegetables in the facilities in Lincolnshire, located in Bourne, North Thoresby and Easton. We refer to Section 6.3 of this Prospectus for a description of the impact of this transaction on the consolidated income statement and balance sheet. Refinancing of the debt Pinguin financed the takeovers of certain activities of the Christian Salvesens Foods’ division and the Lutosa Group with temporary bridge financing facilities. Pinguin is currently working on refinancing this debt. Pinguin is currently working on a club deal where its bankers will provide the full credit requirement. The intention is that Pinguin’s existing loans and new debt from the takeover will be refinanced as a package. A credit facility of EUR 140 million is currently being negotiated. Sale and rent-back operation of Lutosa real estate

Primeur NV, Vanelo NV, Moerbos NV and Van den Broeke-Lutosa NV, Les Pres Sales NV (a company controlled by Food Invest International NV and the Van den Broeke family) and Dreefvelden NV (a company controlled by Veerle Deprez) have reached an agreement in principle with a consortium of banks consisting of ING, KBC and Fortis (the “Consortium”) concerning the sale of the buildings and land in the three Lutosa sites. The proceeds of the sale will be used to finance a part of the takeover price for Lutosa. On the basis of the agreement in principle, the transaction will be structured as follows:

- Lutosa grants (i) a long-term lease (“erfpacht”) to the Consortium for a period of 99 years in exchange for a one-off payment of EUR 42,750,000 and (ii) sells the ground itself to Dreefvelden NV for an amount of EUR 2,250,000.

- The Consortium leases the buildings for a period of 15 years to Les Pres Sales NV, with a purchase option for Les Pres Sales at the end of the lease for a sum of EUR 1,282,500.

- Les Pres Sales NV rents the buildings to the concerned Lutosa companies for an amount of EUR 4,500,000 per annum (indexed annually) for a period lasting 15 years.

Securitization transaction receivables

A securitization transaction with receivables will provide an additional EUR 45 million in financial resources.

Accounting year change The Pinguin accounting year runs from 1 July to 30 June. After the takeover of the Lutosa Group, Pinguin has opted for both groups to uniformize as far as accounting years are concerned. To this end, Pinguin will change its accounting year to let it run from 1st January to 31st December. Consequently Pinguin has chosen to close the first accounting year of 2007 early on 31 December 2007. The current accounting year

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will comprise therefore only 6 months. The first accounting year that will comprise 12 months will run from 1 January 2008 to 31 December 2008.

Prospects for 2007 and beyond The current accounting year will be closed on 31 December 2007 and will show consolidated results for Pinguin NV consisting of (i) 6 months Pinguin (before Lutosa and Salvesen takeovers but including 6 months Padley Vegetables) (ii) Salvesen results since acquisition on 10 September 2007 and (iii) 3 months results for Lutosa since acquisition on 28 September 2007. The accounting year which will run from 1 January 2008 to 31 December 2008 will give a normal picture for the first time of the consolidated results of the Pinguin Group including recent takeovers for a period of 12 months. Pinguin expects that for the accounting year ending 31 December 2007 in the deep frozen vegetables sector (including 3.5 months of Salvesen and 6 months of Padley) it must be able to achieve a turnover of more than EUR 110 million. In the area of profitability it is expected that the gross profit and EBITDA margins in 2007 and 2008 and after the restructuring of the UK will remain relatively stable:

• The figures that Pinguin has published for the year 2006/2007 prove that the negative spiral has stopped and the historical losses have been converted into profit figures. After the restructuring abroad, Pinguin has a structure that must enable it to operate in a very competitive environment.

• Pinguin trusts that the investments made, that must ensure an increased profitability, will be supplemented by additional selling price increases to customers to cover for the expected raw material price increases.

For the potato segment the turnover between October and December 2007 is estimated at more than EUR 45 million. In the area of gross profit it should be stated once again that for the potato segment the volatility of potato prices is higher than the volatility of deep frozen vegetables. One cannot therefore assume that the very good first six months can be simply extrapolated into the second half or into the future. Because of the good potato harvest it is expected for the second half year that potato prices will drop, which can be accompanied by a pressure on the selling prices. Nevertheless, Pinguin assumes that it will be able to maintain the same percentage gross margin. The consolidated net margin in 2007 will be negatively influenced by the one-off charges related to the refinancing of the debt and the recent takeovers. In addition, Pinguin will carry out and finalize the necessary restructuring and rationalizations in its recent English acquisitions as soon as possible. This will create a number of one-off expenses. These will however lay the foundation for further success in the UK. Pinguin expects that these one-off expenses will be mainly borne in the 2007 accounting year.

E KEY DATA REGARDING THE APPLICATION FOR ADMISSION TO TRADING ON EUROLIST BY EURONEXT BRUSSELS OF THE SHARES ISSUED ON 26 OCTOBER 2006

Context of the application for admission to trading on Eurolist by Euronext Brussels As a result of a decision by the Extraordinary General Meeting of Pinguin NV of 26 October 2006 to increase the registered capital by EUR 12,499,994.24, 1,682,368 ordinary shares of Pinguin NV were issued. They were subscribed as follows after cancellation of the preferential subscription right pursuant to articles 596 and 598 of the Belgium Company Code in the framework of the private placement: (a) 1,345,895 ordinary shares of Pinguin NV by STAK in exchange for a cash contribution of EUR 9,999,999.85; (b) 134,589 ordinary shares of Pinguin NV by KBC PE in exchange for a cash contribution of EUR 999,996.27; and

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(c) 201,884 ordinary shares of Pinguin NV by Lur Berri in exchange for a cash contribution of EUR 1,499,998.12. Net proceeds The net proceeds of the private placement amounted to EUR 12,479,994.24. Use of proceeds Pinguin intended to use the additional financial resources resulting from this private placement for strengthening the Company’s shareholders’ equity: (a) in order to finance the growth of the Company by means of additional investments both in Belgium and abroad, thereby strengthening the Company’s competitive market position; (b) in order to exploit commercial opportunities for the Company, such as the possibility to acquire a company, business or a business division; (c) in order to attract new financial resources without entering into new loans and without providing security; and (d) in order to reduce the debt burden. Number of shares for which admission to trading on Eurolist by Euronext Brussels is being applied for 1,682,368 shares with no stated par value and of the same category as the shares issued prior to this private placement. No VVPR Strips are associated with these shares. Issue price of the shares for which admission to trading on Eurolist by Euronext Brussels is being applied for The issue price of the 1,682,368 shares issued as a result of the decision of the Extraordinary General Meeting of 26 October 2006 amounts to EUR 7.43 per share. Percentage represented by the shares The 1,682,368 shares represented 25.2% of the registered capital of Pinguin NV on 26 October 2006. Date of dividend entitlement of the shares All 1,682,368 shares are entitled to dividends as from 1 July 2006. Form of the shares All 1,682,368 shares are in registered form. Currency unit in which the shares were issued The 1,682,368 shares were issued in Euros. Application for admission to listing The application for admission to trading of the shares subscribed by STAK, KBC PE and Lur Berri will be made to Euronext Brussels. The inclusion of all 1,682,368 shares to Eurolist by Euronext Brussels is expected to take place on or around 16 November 2007.

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F KEY DATA REGARDING THE APPLICATION FOR ADMISSION TO TRADING ON EUROLIST BY EURONEXT BRUSSELS OF THE G&L SHARES

Context of the application for admission to trading on Eurolist by Euronext Brussels On 28 September 2007 the Board of Directors of the Company resolved to carry out a capital increase within the authorized capital and with the cancellation of preferential subscription rights in favour of Messrs Guy and Luc Van den Broeke. The capital increase is taking place under the suspensive condition of subscription and payment in full by cash contribution, the realization of which will be determined on 16 November 2007. The issue price was set in accordance with the relevant provisions of the Companies’ Code at EUR 17 per share. 1,176,470 G&L Shares with VVPR Strips are to be issued in exchange for a total cash contribution of EUR 19,999,990. Use of proceeds The proceeds of this private placement amount to EUR 19,999,990 and will be used to co-finance the purchase of all the shares of the Lutosa Group. Number of G&L Shares for which admission to trading on Eurolist by Euronext Brussels is being applied for 1,176,470 G&L Shares with no stated par value and of the same category as the Existing Shares. The G&L Shares will enjoy VVPR benefits. Issue price of the G&L Shares for which admission to trading on Eurolist by Euronext Brussels is being applied for The issue price of the G&L Shares amounts to EUR 17.00 per share. In accordance with article 598 of the Companies’ Code, the issue price corresponds to the average price of the Share on Euronext Brussels in the 30 days preceding the date of the meeting of the Board of Directors, which took place on 28 September 2007. Percentage represented by the shares The G&L Shares will represent 14.98% of the registered capital of Pinguin NV before the capital increase with Preferential rights described above. Date of dividend entitlement of the G&L Shares All G&L Shares will be entitled to dividend as from 1 July 2007. Form of the G&L Shares All G&L Shares will be in registered form. Currency unit in which the G&L Shares were issued The G&L Shares will be issued in Euros. Application for admission to listing The application for admission to trading of the G&L Shares which will be subscribed and of the VVPR Strips will be made to Euronext Brussels.

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The admission of all the G&L Shares and the VVPR Strips to Eurolist by Euronext Brussels is expected to take place on or around 16 November 2007. Proceeds associated with the private placement and issuance of G&L Shares The proceeds of the private placement of the G&L Shares which will be subscribed amount to EUR 19,999,990.

G DILUTION

Amount and percentage of the dilution resulting immediately from the private placement of G&L Shares

The effect of the private placement of G&L Shares on a shareholder’s holding in the capital after the private placement on 26 October 2006 is shown in the table below.

Shareholder structure after capital increase of 26/10/2006

Shareholder structure after private placement of G&L

Shares

Shares % based on total number

of shares

% based on total

number of shares (fully

diluted)


of shares

% based on total number

of shares (fully

diluted) STAK Pinguin 3,411,367 51.10% 50.79% 3,411,367 43.44% 43.22%

Guy & Luc Van den Broeke 1,176,470 14.98% 14.91%

KBC Private Equity 740,589 11.09% 11.03% 740,589 9.43% 9.38%

Lur Berri 653,986 9.80% 9.74% 653,986 8.33% 8.29%

Degroof Corporate Finance 261,834 3.92% 3.90% 261,834 3.33% 3.32%

Primco 116,462 1.74% 1.73% 116,462 1.48% 1.48%

SILL 90,197 1.35% 1.34% 90,197 1.15% 1.14%

Personnel 55,234 0.83% 0.82% 55,234 0.70% 0.70%

Volys Star 30,028 0.45% 0.45% 30,028 0.38% 0.38%

Vijverbos NV 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Demafin BVBA 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Kofa BVBA 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Public 1,228,152 18.40% 18.29% 1,228,152 15.64% 15.56%

TOTAL 6,676,085 100.00% 99.40% 7,852,555 100.00% 99.49%

Warrants (private investor) 2 40,356 0.60% 40,356 0.51%

TOTAL (fully diluted) 6,716,441 100.00% 7,892,911 100.00%

2 These warrants were not yet exercised at the time this Prospectus was approved.

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Impact of the issuance of the G&L Shares on the Existing Shareholders The impact of the private placement of G&L Shares on an Existing Shareholder who holds 1% of the registered capital of the Company prior to issuance is shown below.

Participation in the capital in % based on total number of shares fully diluted

Before issuance of 1,176,470 G&L Shares 1.00% After issuance of 1,176,470 G&L Shares 0.85%

Impact of the issuance of New Shares on the Existing Shareholders The impact of the Offering on an Existing Shareholder who holds 1% of the registered capital of the Company prior to the private placement of G&L Shares and who exercises his Preferential rights is shown below: The calculation was carried out on the basis of the number of shares representing the registered capital prior to the private placement of the G&L Shares, a private placement of 1,176,470 G&L Shares and, hypothetically, 2,705,882 New Shares (based on a price per share of EUR 17.00 and a capital increase of EUR 46 million). Since the G&L Shares have not yet been created, the dilution resulting from the ultimatel issuance of the G&L Shares will be lower for the Existing Shareholder who exercises his Preferential rights.

Participation in the capital in % based on total number of shares fully

diluted Before issuance of 1,176,470 G&L Shares 1.00% After issuance of 1,176,470 G&L Shares 0.85% After issuance of the 1,176,470 G&L Shares and New Shares if Preferential right is exercised

0.89%

The repercussions of the Offering on an Existing Shareholder who holds 1% of the registered capital of the Company prior to the private placement of G&L Shares and who does not exercise his Preferential rights is shown below: The calculation was carried out on the basis of the same assumptions as in the calculation above.

Participation in the capital in % based on the total number of shares completely diluted

Before issuance of 1,176,470 G&L Shares 1.00% After issuance of 1,176,470 G&L Shares 0.85% After issuance of 1,176,470 G&L Shares and New Shares if preferential subscription right is not exercised

0.63%

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II RISK FACTORS By definition, any investment in securities involves risks. This section explains certain risks relating to the Company and the New Shares. There may be other unknown or unlikely risks, or risks which, as at the date of the present Prospectus, are not deemed liable to have an unfavourable impact on the Company, its activity or its financial situation. The risks and uncertainties which are material in the judgment of the Issuer are described below. However, these risks and uncertainties may not be the only ones which relate to the Issuer, and the order in which they are presented is not intended to be an assumed order of importance.

A RISK FACTORS ASSOCIATED WITH THE ISSUER

General Pinguin’s core activities comprise the production and supply of a wide range of high-quality vegetable solutions for various types of clientele. The underlying production technology is the freezing process. The profitability of the Company is determined mainly by fluctuations in demand and the supply of its products, the availability of raw materials, climate conditions and exchange rates. On 26 June 2007 Pinguin concluded an agreement to acquire all the shares of the Lutosa Group. This transaction was completed on 28 September 2007. Lutosa’s core activities comprise the production and supply of a wide range of high quality deep frozen, fresh chilled and dehydrated potato products for various types of customers. The enterprise’s profitability is determined mainly by fluctuations in the selling prices of the finished products and by fluctuations in the purchase price of potatoes based on the level of availability and climate conditions. Fluctuations in selling prices Pinguin’s profitability is determined by the selling prices which it is able to obtain for its products in the market. Selling prices are determined by changes in demand and supply. Demand is mainly influenced by climate effects, continuing internationalization of the market and marketing campaigns. The supply is mainly influenced by the availability of raw materials. Pinguin operates in principle on the basis of fixed annual contracts, with any shortages in the market being made up by purchases of frozen products in the open market. The price fluctuations in past years are explained mainly by fluctuations in the price of fresh vegetables. Lutosa’s profitability likewise is determined by the selling prices which it is able to achieve for its products in the market. In particular, its profitability is determined mainly by the difference between the prices which it can negotiate with the purchasers for its finished products and on the one hand the price at which Lutosa has concluded its potato purchasing contracts and on the other hand the price at which Lutosa purchases its non-contract potatoes (approximately 50%) in the open market. The price of potatoes in the open market can fluctuate widely as a result of variations in supply (mainly influenced by weather conditions and the quality and shelf life of the potatoes) or speculation. The negative impact of the potato price on Lutosa’s profitability is surmounted partly by focusing on the brand segment, the less price-driven customer segment and on potato products with a higher added value or a stronger innovative character. The substantial storage capacity for both raw materials and finished products and the long-term relationships with farmers and potato dealers also offset the consequences of fluctuations in potato prices. Availability of raw materials Pinguin obtains supplies of fresh vegetables mainly from 800 farmers in West Flanders, Belgium, and northern France. At Pinguin UK and Pinguin Aquitaine, this takes place through some 15 agricultural co-operatives and various dealers. Its presence in France and the United Kingdom, and the conclusion of co-operation agreements with a number of foreign frozen vegetable producers, limit its dependence on supplies from the area around the parent company. Nevertheless, it is still possible that in certain cases, for example because of climate conditions (cf. “Climate conditions” risk factor) or soil exhaustion in

26

fields for certain crops, Pinguin would not be able to guarantee the supply of the quantities and quality required by the customers. Lutosa mainly obtains supplies of potatoes in Belgium (approximately 85% of the processed potatoes comes from Belgium), from more than 350 farmers and over 50 specialist potato dealers. The dependence on Belgian potatoes is a logical consequence of the fact that Lutosa’s products are mainly produced using the Bintje potato variety. The availability of these potatoes is closely related to factors such as weather conditions, potato diseases or rotting during storage and in the long term the yield which is achieved by the farmer from potato cultivation compared to the cultivation of other crops, and in particular the recent rise of bio energy crops. Lutosa has endeavoured to limit the risks relating to the availability of potatoes by means of:

• substantial storage capacity for potatoes (100,000 tonnes) at its production site. This storage capacity must be sufficient to make up for delivery shortages. This also enables the shelf life of the potatoes to be optimized, as Lutosa has acquired considerable know-how in the storage of potatoes. This storage capacity is considered by Lutosa management to be a competitive advantage;

• good contacts with growers abroad (the Netherlands, France and Germany) in order to obtain certain other potato varieties and to provide additional purchasing possibilities abroad if the Belgian potato supply is insufficient or too expensive.

With regard to availability for the agricultural land used for vegetables and potatoes, Pinguin’s acquisition of Lutosa offers major synergies, as it will allow relations with Belgian farmers to be further developed. Climate conditions The changing weather conditions have an extremely strong influence on supplies of vegetables and potatoes. Along with other factors such as soil exhaustion in fields for certain crops, and weather conditions, compel Pinguin and Lutosa to reduce their dependence on the harvest in a specific region as far as possible. On the basis of this and other considerations, Pinguin has been able to expand its procurement of vegetables in past years from a limited area around the parent company in West Flanders to a larger area around the acquired subsidiaries in southern France and the United Kingdom (Norfolk). Moreover, Pinguin has expanded the procurement area even further by means of co-operation agreements with a number of frozen vegetable groups in Spain, Germany, Italy, Hungary, Poland, Turkey and other countries. In addition, Lutosa can expand its procurement area by means of the extensive range of different potato varieties which each have their own region. In spite of the great care devoted to these aspects, production remains dependent on temporary weather phenomena, and climate conditions can affect procurement and raw material prices. Harvest yields can vary widely as a function of weather conditions. This can give rise to surpluses or shortages, leading to pressure on selling prices or losses of productivity. Seasonality The frozen vegetable sector is heavily dependent on the supply of vegetables from farming. Since most vegetables are harvested in the period from July to November, production reaches a peak around this period. In order to guarantee the freshness of the products, the supplied vegetables must be processed and frozen as rapidly as possible. The capacity must therefore be adapted to the output during this period. However, demand for frozen vegetables continues throughout the year and the vegetables must therefore be ready for delivery permanently. Like other companies in the sector, Pinguin is therefore also characterized by the holding of substantial inventories, which have to be financed. The value of the inventories is determined by fixed contract prices which do not fluctuate over the year and also by purchases in the spot market, which vary throughout the year. Pinguin makes up for seasonal shortages by means of additional purchases of frozen vegetables frozen in other plants.

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The seasonal effect also has an impact on the results. The results for the first half of the year (January – June) are generally considerably weaker than the results for the second half, since the production and the building of inventories (representing revenues in accounting terms) mainly take place in the second half of the year. Lutosa is less seasonal in the production area than the vegetable sector, since potatoes – according to availability and shelf life – can be processed throughout the year. In general, production decreases in June, but from July it is possible to begin processing early potatoes. Inventories of finished product fluctuate over the year and depend on Lutosa’s management estimates with regard to the shelf life and availability of potatoes. Environmental issues The processing of fresh vegetables and potatoes is an activity which impacts the environment with very high consumption of water and energy. The environmental issues include the control of various waste streams (effluent, release of steam, CO2 emissions, solid and viscous waste, scrap metals, wood, board and paper, plastic and residual waste), environmental nuisance (noise and odour nuisance resulting from the processing of vegetables and potatoes and waste), hazards for employees and nearby residents (storage of ammonia and chemicals), etc. The fact that environmental regulations differ in each country and that, moreover, the relevant legislation changes rapidly may pose a threat to some of Pinguin’s operations. Certain breaches of environmental standards have been recorded in the past at both Pinguin and Lutosa. Pinguin and Lutosa have invested heavily in past years in order to optimize water supplies and energy recovery. In addition, Pinguin and Lutosa also have to contend with competitiveness disadvantages as a result of the differing environmental legislation in various countries and regions. On the other hand, this disadvantage will diminish as a result of European harmonization. Eastern European producers, having recently joined the EU, will lose competitiveness in this area. Nevertheless, Pinguin and Lutosa may continue to be impeded by differences in environmental legislation applicable to Pinguin, Lutosa and their competitors. Product liability Pinguin and Lutosa both operate in the food industry. This means that quality problems can give rise to losses leading to financial claims. Pinguin and Lutosa use the best possible techniques to offer their customers a maximum quality guarantee. Consequently, in spite of the strict quality controls and the application of HACCP and ISO standards, the occurrence of quality problems and complaints cannot be completely ruled out. In particular, the differing legislation in Europe with regard to crop protection products constitutes a specific risk. The products produced by Pinguin and Lutosa fall within the scope of Belgian legislation on product liability. Pinguin and Lutosa are covered by a product liability insurance which includes product recalls. There is no guarantee that this insurance will be sufficient to cover any losses which may arise. Evolution of oil and energy prices The production processes used by Pinguin and Lutosa are fairly energy-intensive – mainly gas (for the fried product lines) and electricity. Fluctuations in energy prices thus have a considerable influence on profitability. Furthermore, Lutosa has to contend with competitiveness disadvantages as a result of the different energy prices in various countries and regions. On the other hand, this disadvantage will diminish as a result of European harmonization. Oil prices also have an indirect impact on profitability through the price of various packaging materials and transport. Exchange rates The Company is subject to fluctuations in exchange rates which can lead to a profit or loss in currency transactions.

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Pinguin generates a substantial part of its sales revenues outside the Euro zone, mainly in the United Kingdom. In the past three financial years, sales in the United Kingdom amounted to respectively 32.4%, 38.8% and 37.5% of total sales in 2006/2007, 2005/2006 and 2004/2005. Part of the working capital requirement of Pinguin Foods UK is financed in Pounds Sterling by the parent company from Belgium, through the amounts receivable in Euros from Pinguin Foods UK, since part of the vegetables processed at Pinguin Foods UK for the UK market are supplied from Belgium. A book loss must be recorded in respect of such receivables in the event of a decrease in the value of Pound Sterling. The cash flows resulting from day-to-day sales from the United Kingdom to the Continent take place in Pounds Sterling and are 50% to 75% hedged by means of forward contracts or derivative instruments. The purchases of Chinese and other exotic products are invoiced in USD. These currencies are not systematically hedged. The impact of Pounds Sterling on the results of Pinguin can be found at three different levels: − The most important is the inclusion of the Pinguin Foods UK figures. The impact of the exchange

rates in £ primarily plays a role with respect to the inclusion of the Pinguin Foods UK Ltd. balance sheet and income statement. The functional currency of Pinguin Foods UK Ltd.. is Pounds Sterling. This means that if the result would, for example be £1,000 (over a certain period), an average increase of Pound Sterling by, for example 5% (in the same period) the result in Euros would likewise increase by 5% and the other way around too, when Pound Sterling decreases with respect to the Euro;

− In addition, the exchange rate also affects the reserves and the value of the participating interest Pinguin NV maintains in the capital of Pinguin Foods UK Ltd. In accordance with the consolidation rules, the capital and the reserves are converted according to historical exchange rates. When the exchange rate changes, the difference between the closing rate on a given date and the historical rate is entered as translation difference, which falls under the rubric “equity capital”;

− In addition, there are also the receivables in Euros that, when payment is done in Pounds Sterling, can lead to a situation where a realized added or decreased value will deviate according to the daily rate at the moment the payment is received from the entered rate at the time the receivable was registered.

There is no certainty that Pinguin’s hedging strategy will adequately protect its operating results against the consequences of exchange rate fluctuations. Lutosa’s sales are mainly focused on the Eurozone (approximately 70% of its sales in 2006). In addition, it generates approximately 20% in the United Kingdom. Since prices in the United Kingdom are set in Pounds Sterling, any decrease in the value of Pound Sterling has a negative impact on the result. The cash flows resulting from day-to-day sales to the United Kingdom in Pounds Sterling are partly hedged by means of forward contracts. However, Pound Sterling is not hedged systematically but rather on an ad hoc basis depending on the contract size and market conditions. Sales outside the Eurozone (approximately 10%) are mainly invoiced in USD. This currency is not hedged systematically but rather on an ad hoc basis depending on the contract size and market conditions. It is expected that the proportion of sales outside the Eurozone will increase overall in the future. There is no certainty that the hedging strategy of Pinguin and Lutosa will adequately protect their operating results against the consequences of exchange rate fluctuations. Dependence on large customers Pinguin strives for a balanced distribution of its sales among the three segments of the retail sector: retail, food service and food industry. In spite of this diversification, in each of these segments Pinguin has to contend with a more limited number of larger customers as a result of the concentration in retailing, the food industry and the food service sector. The ten largest customers represented: In 2006-2007: 41% In 2005-2006: 41% In 2004 (18 months) 33% of total sales (Continent and United Kingdom). No significant bankruptcies have been recorded in the past 12 months, nor have any write downs been required with an impact in excess of EUR 10,000.

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Lutosa’s main customer segment is food service (more than 50% of sales) and (specialist) retail. It is also present in the fast food sector and in the food industry. In general, the customer size in the food service segment is smaller than in the retail segment. In spite of this diversification, in each of these segments Lutosa has to contend with a more limited number of larger customers as a result of the concentration in the retail sector, the food industry and the food service sector. In 2006, the ten largest customers represented 16.66%, in 2005 18.86% and in 2004 19.04%. Integration of acquisitions Since its initial public offering in 1999, Pinguin has experienced substantial growth, largely as a result of strategic acquisitions. From a company with two sites in Belgium (Westrozebeke and Langemark), Pinguin has grown into a group with various sites in Belgium, France and the United Kingdom. Following the strategic acquisitions in 2002, the main challenge from 2003 onwards was one of integration. Some of the acquisitions proved to be insufficiently profitable and could not be easily integrated. The integration cost was underestimated and restructurings proved necessary. Certain branches (Euragra) were closed, certain activities were discontinued (Pinguin Salads BVBA) and the workforce was reduced at all sites. In 2007 Pinguin concentrated on strengthening its position in the United Kingdom, principally in order to achieve the critical mass which is necessary to succeed as a producer in the United Kingdom and to operate efficiently. In this context, two major acquisitions, those of Padley Vegetables and Christian Salvesen Foods, were made in 2007, whereby Pinguin’s total production capacity in the UK will reach 90,000 tonnes after restructuring. The management is expecting to make substantial savings, both in the production division and in the transport and logistics division. Together with the advantages of improved processing principles, the combination provides critical mass to ensure a constant, high-quality supply of peas and improved capacity utilization by no longer focusing solely on peas. By means of accelerated integration, Pinguin is endeavouring to keep the differences in culture, knowledge and skills as limited as possible without hindering mutual best practices. Pinguin has the necessary knowledge and management skills in house for its restructurings in the United Kingdom. In order to expand its product range, Pinguin NV reached agreement with the Van den Broeke family on 28 September 2007 on the purchase of all the shares of the Lutosa Group. The integration risks relating to the acquisition of the Lutosa Group are limited, since the Pinguin management intends to manage Lutosa as an independent entity. Lutosa’s current management team will remain largely unchanged and thus ensure continuity. Nevertheless, there is no certainty that the restructurings and the integration will always deliver the intended results. Risks associated with indebtedness The trend in indebtedness is shown in the table below: Indebtedness 2006-2007 65% 2005-2006 75% 2004-2005 80% The indebtedness is calculated by dividing debt total by the balance sheet total. This indebtedness is based on the consolidated figures as discussed in section 6.1.2. The Company’s debts consist mainly of short-term commercial credits from credit institutions (straight loans). In addition, there are a limited number of investment credits and a number of financial and operating leases, and Pinguin also uses the payment terms granted by its suppliers to finance its working capital requirements.

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As at 30 June 2007, Pinguin had interest-bearing liabilities amounting to EUR 40.97 million. In addition, trade creditors amounted to EUR 33.9 million. In the 2006-2007 financial year a number of additional investment credits were granted. In June 30th, 2007 EUR 2.2 million of this was taken up. Drawings are made as a function of the completion of investments. As a result of the recent acquisitions, the Pinguin Group’s debt position has increased sharply over the past months. These recent transactions comprise:

• Acquisition of the Lutosa Group for a price of EUR 175 million; • Acquisition of the storage sheds, machinery, personnel and contracts of the vegetable processor

Christian Salvesen Foods in the United Kingdom for a price of EUR 26.7 million. Pinguin has financed the acquisitions of the activities of Christian Salvesen Foods’ division and the Lutosa Group by means of temporary bridging loans.

Pinguin is currently engaged in refinancing this debt. The Company is working on a club deal in which its bankers will fulfil the entire credit requirement. The intention is to refinance Pinguin’s existing loans and the acquisition debts together. A EUR 140 million credit facility is currently being negotiated.

It is expected that this credit facility of EUR 140 million will consist of (i) a term loan of EUR 75 million repaid in half-yearly instalments over a period of five years, (ii) a revolving credit facility of EUR 50 million and a line for future investments of EUR 15 million with the same maturity date as the loan of EUR 75 million. The planned capital increases of a maximum of EUR 66 million will be used in part to repay the bridging finance which was granted to Pinguin in the context of these acquisitions. Although the Company is convinced that its financing structure is appropriate for its requirements, the Company must generate sufficient cash flows in order to repay its debt and pay the interest charges. Interest risk Pinguin’s relatively high indebtedness and the associated interest expenses have in the past had a substantial influence on the net result of the Pinguin Group. In order to hedge against fluctuations in interest rates, Pinguin makes use of various bank derivatives. Pinguin is covered against interest rate rises within the margins set for it. In accordance with IFRS, the market values of these instruments are stated in the balance sheet and the income statement. As at 30 June 2007, the value of these instruments was EUR 86,000. In spite of Pinguin’s intention to reduce its indebtedness and consequently the sensitivity of the net result to interest rate fluctuations, and despite the hedging strategy based on bank derivatives, the possibility cannot be excluded that Pinguin’s net result may be affected by interest rate fluctuations in future. Competition risk in relation to acquisitions of asset components of Padley Vegetables and Salvesen Logistics Limited The competition regulations in the United Kingdom assess whether the acquisition substantially reduces the competition in a specific market. An acquisition may potentially be subject to an investigation by the Office of Fair Trading (OFT) if it leads to the acquisition of a market share of 25% or more in the United Kingdom (or a substantial part thereof) or if an existing 25% market share is increased. The 25% threshold has most probably not been exceeded as a result of the acquisition of asset components of Padley Vegetables. However, the 25% threshold may well have been exceeded as a result of the acquisition of certain asset components of Salvesen Logistics Limited. The Company takes the view that the acquisition of asset components results in no substantial reduction of the competition in the relevant market.

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The takeover of the Lutosa Group did not, within the framework of the Belgian or European competition regulations, have to be registered. Risks associated with disputes, lawsuits and/or other procedures Pinguin is involved in a number of disputes and lawsuits. Although the Pinguin management considers it unlikely that the disputes or judgments in the legal cases will go against Pinguin, this possibility cannot be excluded. Any judgment against Pinguin could have a material impact on the Company’s results.

Bledina dispute

In the summer of 2003, a dispute arose between Pinguin Aquitaine and Bledina, in which the latter is demanding compensation for pieces of hardened particles found in carrots supplied to Bledina. The total damage claimed was set at EUR 682,000. The maximum risk is estimated at EUR 382,000, since there is insurance cover of EUR 300,000 on the assumption that Pinguin Aquitaine SA is held solely liable. Since this dispute involves four parties, the management believes it is unlikely that Pinguin will be held solely liable. No provision has been recognised in respect of this dispute. After a first instance judgment in 2007, in which the four parties were held liable, the parties decided to appeal.

Maxwell Technologies dispute At the petition of the American company Maxwell Chase Technologies LLC, Pinguin NV was summoned to appear before the Commercial Court in Kortrijk. Maxwell Chase Technologies LLC is claiming compensation severally from all defendants for the termination of a distribution agreement between Maxwell Chase Technologies and Techno-Food NV of approximately USD 16,124,000. Maxwell Chase Technologies LLC is also demanding statutory penalty interest from 22 October 2003 and demanding that all defendants be severally ordered to pay the costs of the proceedings. Techno-Food is the former subsidiary of VDI (later renamed Pinguin Salads), which was sold by Pinguin in 2002. The above facts date from the period after the sale of Techno-Food by Pinguin. On the basis of the documents currently at its disposal, the management considers it unlikely that Pinguin will be ordered to pay compensation to Maxwell Chase Technologies. No provision has been recognised. No judgment is expected before 2008. In a judgment by the Commercial Court in Kortrijk, the proceedings were referred to the Court of First Instance in Ghent. A timetable has been determined for the proceedings and the case is due to be heard by the Court of First Instance in Ghent on 4 June 2008.

GMB Trade Union dispute On behalf of the remaining 112 employees, the GMB trade union has filed a collective claim with the industrial tribunal against Padley Vegetables and Pinguin Foods UK Ltd on the grounds that they were not consulted on the intended change before the personnel were made redundant. The claim is disputed by Pinguin Foods UK Limited.

Dispute concerning ownership rights in respect of Van den Broeke - Lutosa NV shares On 10 September 2007, Primeur NV, a company in the Lutosa Group, was summoned before the Court of First Instance in Kortrijk by Eddy Van den Broeke. Eddy Van den Broeke asserts principally that he is the undivided co-owner of 15% to 20% of all shares of Van den Broeke - Lutosa NV and alternately that he is the undivided co-owner of 15% to 20% of 1,871 shares of Van den Broeke - Lutosa NV. The above facts date from the period prior to the acquisition of the Lutosa Group and form part of an inheritance dispute between Eddy Van den Broeke on the one hand and his brothers Guy, Luc and Yves Van den Broeke and sister Yanick Van den Broeke on the other hand. The claim is disputed by Primeur NV.

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B RISK FACTORS ASSOCIATED WITH THE NEW SHARES

Share Liquidity The market for the Shares offers rather limited liquidity. As part of the present Offering, the Company has requested permission to have listed on Eurolist by Euronext Brussels: theNew Shares 1,176,470 Shares in connection with the private placement with the Van den Broeke family, and 1,682,368 Existing Shares in connection with the private placement on 26 October 2006, as per sections 2.3 and 2.4 below. This represents a significant increase in the number of listed Shares. Note that the Company cannot guarantee the extent to which a liquid market for the Shares will develop or be sustained. If such a liquid market for the Shares fails to develop, this could influence the price of the Shares. Limited liquidity on the market for the Preferential rights and VVPR Strips It is possible that the market for Preferential rights and for VVPR Strips will offer limited liquidity. Dilution of Existing Shareholders not exercising their Preferential rights Within the framework of the planned issue of New Shares, Existing Shareholders who do not exercise their Preferential rights or who do not transfer them could be exposed to dilution, as per section 2.10 below. Volatility of the Share price Over the past few years, the stock markets have been subject to wide price variations which are not always an accurate reflection of financial performance of the companies which shares are traded. Fluctuations in the stock markets, economic cycles and ongoing financial transactions can increase the volatility of the price of the Shares. The Price of the Offering may not be indicative of the price of the Shares on the stock exchange after the Offering. The trading price of the Shares could be subject to fluctuations in response to changes, developments or publications concerning the Company. In addition, stock market prices and trading volumes could be materially impacted by economic, monetary and financial factors. Such volatility can significantly affect the share price of many companies, regardless of their actual performance. These factors could also have an impact on the market price for VVPR Strips, which may also be influenced by the fact that VVPR Strips have no intrinsic value for institutional investors, affecting the supply of VVPR Strips as well. The Company cannot make any predictions about the Share price after the Shares are issued as per the present Offering. Decrease in Share price or the price of the Preferential rights A future sale of a significant number of Shares or Preferential Rights on the stock market, or the perception that such a sale could occur during the Offering, as far as the Preferential Rights are concerned, or while or after the realization of the Offering, as far as the Shares are concerned, could adversely affect the Share price or the price of the Preferential rights. The Company cannot predict the effect on the Share price or the price of the Preferential rights if the Shareholders were to decide to sell their shares. The Share price would drop considerably if the Shareholders of the Company were to sell substantial numbers of Shares at the same time. Such sales could make it more difficult for the Company in the future to issue or sell Shares at a certain point in time and at a price that it finds appropriate.

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III GENERAL COMMUNICATIONS

A. APPROVAL BY THE BANKING, FINANCE AND INSURANCE COMMISSION

This Prospectus (the “Prospectus”) was approved in its Dutch version on 18 October 2007, by the Banking, Finance and Insurance Commission (“CBFA”), in accordance with Article 23 of the law of 16 June 2006 on the public offering of investment instruments and the admission of investments instruments to the trading on a regulated market (the “Law of 16 June 2006”). This approval implies absolutely no judgment by the CBFA concerning the opportunity and the quality of the transaction, nor concerning the situation of the Issuer. The Prospectus has been drawn up in Dutch only and has been translated into English. In conformity with article 31 of the Law of 16 June 2006, the summary has also been translated into French. The Company is responsible for verifying the consistency between the Dutch and English versions of the Prospectus and between the French, Dutch and English versions of the summary of the Prospectus. With respect to the Offering in Belgium, only the Dutch version is legally binding. The Offering and the Prospectus were not submitted for approval to supervisory bodies or any governments outside Belgium.

B. PRELIMINARY WARNING

Potential investors are invited to form their own opinion concerning the Issuer and the conditions of the Offering and the associated chances and risk. Each summary and description of legal, statutory or other provisions in this Prospectus are provided purely for information and cannot be interpreted as investment, legal or tax advice for potential investors. These are invited to consult their own advisers concerning the legal, tax, economic, financial and other aspects of subscribing to the New Shares. If there are any doubts concerning the contents or the meaning of information in this Prospectus, potential investors must contact an authorised person or a person who is specialized in advice concerning the acquisition of financial instruments. The Shares were not recommended by any federal or local authority that is authorized concerning securities, or by a regulating authority in Belgium or a foreign country. The investors alone are responsible for the analysis and evaluation of the advantages and risks that are associated with subscribing to the Shares.

C. RESTRICTIONS ON THE OFFERING AND ON THE DISTRIBUTION OF THE PROSPECTUS

Potential investors The issue of New Shares is accompanied by Preferential right for the Existing Shareholders. Those who may subscribe to the New Shares are the initial holders of Preferential rights and the holders of Preferential rights or of Scrips that have been acquired on Euronext Brussels or elsewhere. Countries in which the Offering is open The public Offering is valid solely in Belgium. Restrictions on the Offering The distribution of this Prospectus, as well as the Offering, the subscription, purchase or sale of the New Shares, Preferential rights and Scrips within the framework of this Prospectus, can be restricted in certain countries by legal or statutory provisions. Each person who is in the possession of this Prospectus must

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establish for him/herself the existence of such restrictions and observe them. This Prospectus or any other document concerning the offering may not be distributed outside Belgium, unless in accordance with the applicable legislation or regulations, and may not constitute an offering for subscription in those countries where such an offering would violate the applicable legislation or regulations. Under no circumstances does this Prospectus constitute an offering or invitation to subscribe, purchase or sell New Shares, Preferential rights or Scrips in countries where such offerings or invitations would be illegal, and may not under any circumstances be used with such an intention or within such a context. The members of the Syndicate commit themselves to observe the legal and statutory provisions that apply for the Offering and the subscription, purchase or sale of New Shares, Preferential rights and Scrips in all countries where they should be listed. The members of the Syndicate may not receive any subscription, purchase or sale of Shares, Preferential rights and Scrips, nor exercise of Preferential rights from investors who are themselves in a country where such offering or invitation would be illegal. Any person (including trustees and nominees) who receives this Prospectus may only distribute it in or send it to such countries in accordance with the laws and regulations that apply there. Any person who distributes, for whatever reason, this Prospectus or allows its distribution must draw the attention of the recipient to the provisions of this section. In general, any person who acquires New Shares or Preferential rights or exercises Preferential rights outside Belgium must ascertain for him/herself that the trading does not contravene the applicable legislation or regulations. Member States of the European Economic Area No public offering concerning New Shares, Preferential rights or Scrips has been made or will be made in any Member State of the European Economic Area (“Member State”) other than Belgium, unless the offering can be made in a Member State under one of the following exemptions specified by European Directive 2003/71/EC concerning the Prospectus to be published in case of a public offering or the admission of shares for trading (the “Prospectus Directive” including any transposition of it in each Member State), in so far as these exemptions are transposed in the Member State concerned: (a) to legal entities who are recognized or regulated as operators on the financial markets, and to

entities, even those not recognized or not regulated, whose sole corporate purpose is investment in shares;

(b) to any legal entity which satisfies at least two of the following criteria: (i) an average number of

employees of at least 250 persons during the last financial year, (ii) a balance total of at least 43,000,000 EUR and (iii) a net annual turnover of at least 50,000,000 EUR, as shown in their last individual or consolidated annual reports, or;

(c) to less than 100 physical persons or legal entities (other than qualified investors as defined in the

Prospectus Directive); or (d) in any other case, intended in article 3(2) of the Prospectus Directive, in as far as such an

Offering of New Shares, Preferential rights or Scrips in any other Member State imposes no obligation on the Issuer to publish a prospectus in accordance with article 3 of the Prospectus Directive.

With a view to this provision, by the expression “Public offering for New Shares, Preferential rights or Scrips in a Member State” is meant a communication in whatever form and by any medium that gives information concerning the conditions of the Offering and concerning the New Shares, Preferential rights or Scrips offered that enable an investor to decide whether to subscribe, where this definition in the Member State concerned can be changed by any measure that transposes the Prospectus Directive in this Member State. France The Prospectus is not drawn up within the framework of a public offering for shares in France within the meaning of article L.411-1 of the “Code monétaire et financier” (Monetary and Financial Code) and

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article 211-1 and following of the “Règles Générales de l’Autorité des marchés financiers” (General rules governing the authority of financial markets). The Prospectus and any other document concerning the New Shares, Preferential rights or Scrips have consequently not been submitted, and will not be submitted to the “Autorité des marchés financiers”. Switzerland No public offering concerning the New Shares, Preferential rights or Scrips was made or will be made in Switzerland, in accordance with Article 652a par. II of the “Code des Obligations suisse” (Swiss code on obligations). United States The New Shares, Preferential rights and Scrips are not registered and will not be registered within the meaning of the US Securities Act of 1933 (“Securities Act”) or any other administrative government of shares of the American States or any other regulatory government of the United States. Subject to certain exceptions, they will also not be offered, registered, bought or sold on the territory of the United States or to any US persons or to persons who act on behalf of or to the advantage of such US persons. The Issuer is not and has not been registered in the sense of the US Investment Company Act of 1940, and the investors cannot appeal to the advantage of this legislation. Subject to what will be permitted by the Underwriting Agreement, the Joint Lead Managers may not at any time offer or sell the New Shares, Preferential rights or Scrips on the territory of the United States or to US persons or to persons who act on behalf of or to the advantage of such US persons. Subject to certain exceptions, each acquirer of New Shares, Preferential rights or Scrips will be considered to have, by acceptance of this Prospectus and provision of the New Shares, Preferential rights and Scrips, declared, guaranteed and acknowledged that: (a) he/she on date of provision or acquisition is or will be the effective beneficiary of such shares

and that (a) he/she is not a US person and is outside the territory of the United States, and (b) that he/she in not associated as a person with the Issuer, nor acts on behalf of such person;

(b) the New Shares, Preferential rights or Scrips were not or will not be registered in the sense of the

Securities Act and undertakes that he/she will not offer, sell, pledge or relinquish these shares in any way unless outside the United States and in accordance with Rule 903 or Rule 904 of Regulation S;

(c) the Issuer, the Joint Lead Managers and persons associated with them, as well as any other third

party can rely on the authenticity and correctness of said acknowledgements, declarations and guarantees.

Until the end of a period of 40 days as from the commencement of the Offering, an offer of sale, sale or transfer of New Shares, Preferential rights or Scrips in the United States by a financial agent (irrespective of whether he/she participates in this offering) can be a violation of the registration obligations pursuant to the Securities Act. Unless stated otherwise, the terms that are used in this section have the same meaning as that which they have acquired in Regulation S of the Securities Act. United Kingdom Pinguin NV has not permitted any offering of shares to the public of the United Kingdom within the meaning of the Financial Services and Markets Act 2000 (“FSMA”), as a result of which it would be required to make an approved Prospectus available in accordance with Article 85 of the FSMA. The New Shares will not be offered to persons in the United Kingdom, except to persons who are defined in accordance with Article 86 (7) of the FSMA as ‘qualified investors’, or will become this in circumstances that do not lead and will not lead to a public offering in the United Kingdom for which the availability of an approved Prospectus is required in accordance with Article 85 of the FSMA. The Joint Lead Managers may not directly or indirectly invite or exhort to proceed with investment activities (within the meaning of Article 21 of the FSMA) concerning the issue or sale of shares in circumstances in which Article 21 (1) of

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the FSMA would not be applicable. The Joint Lead Managers must comply with all applicable rules of the FSMA concerning everything they do concerning the shares in the United Kingdom, from this country or what is related in another way to this country. Canada, Australia and Japan The New Shares, Preferential rights and Scrips cannot be offered, sold or acquired in Canada, Australia or Japan. This Prospectus or any other document concerning this offering may not be distributed on or sent to these countries. Any claimed acceptance of the offering resulting from a direct or indirect contravention of these restrictions will be considered to be null and void.

D. FORWARD LOOKING STATEMENTS

This Prospectus contains declarations, expectations and forecasts concerning the future which were made by the management of the Company concerning the expected future performance of the Pinguin Group and the markets in which it is active. Such declarations, expectations and forecasts have been based on various assumptions and estimates of known and unknown risks, uncertainties and other factors, that were considered reasonable at the time at which they were made, but which may or may not prove to be correct. It is consequently possible that the real results, financial situation, performance or realizations of the Pinguin Group or the results of the sector, may differ substantially from the future results, performance or realizations that are described or suggested in such declarations, expectations and forecasts. Factors that can cause such a difference include, but are not limited to, those that are described in the section “Risk Factors”. Moreover these provisions and forecasts apply only on the date of the Prospectus.

E. SECTOR INFORMATION, MARKET SHARE, RANKING AND OTHER DATA

Unless specified otherwise in this Prospectus, certain information has been incorporated in this Prospectus based on independent publications by authoritative organizations, on reports of market research companies and other independent sources or on the own estimates and assumptions of the Company, about which the management is of the opinion that they are reasonable. If information was inferred from independent sources, the Prospectus refers to such independent sources. The information that comes from third-party organizations is accurately represented and, insofar as the Company knows and has been able to check, no facts as a result of which the information given would be inaccurate or misleading have been omitted. The Company and the Joint Lead Managers and their respective consultants have not verified any of the aforementioned information independently. Moreover, market information is liable to change and is not always verifiable with complete certainty because of restrictions on the availability and reliability of basic information, the randomness of the data collection process and other restrictions and uncertainties which are inherent to any statistic study of market data. Future investors must for this reason be aware that the data concerning the market share, ranking and other similar data in this Prospectus, as well as the estimations and convictions that are based on such data, may be unreliable.

F. ROUNDING OFF FINANCIAL AND STATISTICAL DATA

Certain financial and statistical information in this Prospectus was subject to rounding-off and changes in the exchange rate conversions. Because of this the sum of certain data can differ from the total shown.

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1. GENERAL INFORMATION AND INFORMATION CONCERNING RESPONSIBILITY FOR THE PROSPECTUS AND FOR AUDITING THE ACCOUNTS

1.1 RESPONSIBILITY FOR THE CONTENT OF THE PROSPECTUS

The Company, represented by its Board of Directors, assumes responsibility for the content of this Prospectus. The Company declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Joint Lead Managers make no representation or warranty, express or implied, as to the accuracy or completeness of the information in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Joint Lead Managers. This Prospectus is intended to provide information to potential investors in the context of and for the sole purpose of evaluating a possible investment in the New Shares. It contains selected and summarized information, does not express any commitment or acknowledgement or waiver and does not create any right, expressed or implied, toward anyone other than a potential investor. It cannot be used except in connection with the Offering. The content of this Prospectus is not to be construed as an interpretation of the rights and obligations of Pinguin, of the market practices or of contracts entered into by Pinguin.

1.2 RESPONSIBILITY FOR AUDITING THE ACCOUNTS

Deloitte Bedrijfsrevisoren BV/Réviseurs d’Entreprise BV o.v.v.e. CPBA, a company incorporated under Belgian law, having its registered office at 240 avenue Louise, 1050 Brussels, represented by Mr Mario Dekeyser, statutory auditor based at 8A President Kennedy Park, 8500 Kortrijk, has been re-elected at the general Shareholders’ meeting in 2006 as statutory auditor for the Company for a period of three years. Deloitte Bedrijfsrevisoren BV/Réviseurs d’Entreprise BV o.v.v.e. CPBA is a member of the Instituut der Bedrijfsrevisoren (membership number B-00025). The consolidated financial statements of Pinguin NV and its subsidiaries as of 30 June 2007, 30 June 2006 and 30 June 2005 have been prepared in accordance with the legal requirements and generally accepted auditing practices in Belgium, as laid out by the Institute of Company Auditors. The respective consolidated financial statements as of 30 June 2007 and 30 June 2006 have been prepared in accordance with International Financial Reporting Standards adopted within the EU and subject to applicable Belgian legal and governmental regulations. As far as the financial years ending on 30 June 2005 and 30 June 2006 are concerned, an unreserved declaration on the consolidated annual account with an explanatory paragraph was provided. As far as the financial year ending on 30 June 2007 is concerned, an unreserved declaration on the consolidated annual account was provided. The auditor’s reports can be found in paragraph 7.5. The individual financial statements of Pinguin NV, Pinguin Salads BVBA and Pinguin Langemark NV have also been prepared by Deloitte Bedrijfsrevisoren BV/Réviseurs d’Entreprise BV o.v.v.e. CPBA, a company incorporated under Belgian law, having its registered office at 240 avenue Louise, 1050 Brussels, represented by Mr Mario Dekeyser, statutory auditor based at 8A President Kennedy Park, 8500 Kortrijk, in accordance with the legal requirements and generally accepted auditing practices in Belgium, as laid out by the Instituut der Bedrijfsrevisoren. The individual financial statements of Pinguin Foods UK Limited have been audited by Deloitte & Touche LLP, Chartered Accountants and Registered Auditors, Cambridge, UK, represented by Mr Richard Knights. The statutory auditor unreservedly approved the individual annual accounts for Pinguin Foods UK Limited for the periods ending 30 June 2005 and 30 June 2006 as well as the individual annual accounts for Pinguin Langemark NV for the period ending 30 June 2005. As for the individual annual account for Pinguin Langemark for the period ending 30 June 2006 and the individual annual account for Pinguin Salads for the period from 1 January 2005 to 30 November 2006, the auditor only delivered an unreserved

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report with an explanatory paragraph. With respect to the individual annual accounts for Pinguin NV for the periods ending 30 June 2005 and 30 June 2006, the accounts were approved with a report with reservations and an explanatory paragraph. The reservation relates to the recoverability of a receivable at Pinguin Foods UK Limited. Deloitte Bedrijfsrevisoren BV/Réviseurs d’Entreprise BV o.v.v.e. CPBA also delivered an unqualified opinion on the pro forma consolidated balance sheet and income statement for Pinguin NV for the period ending 31 December 2006 and on the interim financial statements for the period ending 30 June 2007 (integrating the takeover of Lutosa Group as though it had occurred on 1 January 2006 and 1 January 2007).

1.3. AVAILABLE INFORMATION

This Prospectus is available in Dutch and English. Summarized versions of this Prospectus are available in Dutch, English and French. The Prospectus and the summaries will be made available to investors at no cost at the registered office of the Company at 3 Romenstraat, 8840 Westrozebeke, Belgium. In Belgium, the Prospectus and the summaries can also be obtained by investors at no cost from ING Belgium, 24 avenue Marnix, 1000 Brussels, at telephone number +32 (0)2 464 60 01 (Dutch), +32 (0)2 464 60 02 (French) or +32 (0)2 464 60 03 (English), from Petercam, 19 place Ste-Gudule, 1000 Brussels, telephone number +32 (0)2 229 63 95 (Dutch, French and English), from Bank Degroof +32 (0) 2 287 94 59, and from KBC +32 (0) 3 283 2970. Subject to certain conditions, this Prospectus and the summaries are also available, for information purposes only, on the Internet at the following websites: www.pinguin.be, www.ing.be, www.petercam.be. Posting this Prospectus on the Internet does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares to any person in any jurisdiction in which it is unlawful to make such offer or solicitation to such person. The electronic version may not be copied, made available or printed for distribution. Other information on the website of the Company or any other website does not form part of this Prospectus.

1.4. COMPANY DOCUMENTS AND OTHER INFORMATION

The Company must file its (restated and amended) articles of association and all other deeds that are to be published in the annexes to the Belgian State Gazette with the clerk’s office of the Commercial Court of Ieper (Belgium), where they are available to the public. A copy of the latest articles of incorporation and corporate governance charter will also be available on the Company’s website. In accordance with Belgian law, the Company must prepare annual audited individual and consolidated financial statements. The annual audited individual and consolidated financial statements and the annual reports of the Board of Directors and statutory auditor relating thereto are filed with the National Bank of Belgium, where they are available to the public. Furthermore, as a listed company, the Company will have to publish annual and semi-annual financial releases as well as a report including the annual financial statements, the auditor’s statutory report and the report of the Board of Directors of the Company. These releases will generally be published in the Belgian financial press in the form of a press release. Copies thereof and the annual report will also be available on the Company’s website. The Company will also have to disclose price sensitive information, information about its shareholding structure and certain other information to the public. In accordance with the Belgian Royal Decree of 31 March 2003 (as amended) relating to the obligations of issuers of financial instruments admitting to trading on a Belgian regulated market, such information or documentation will be made available through press releases, the Belgian financial press, the Company’s website (on the condition that all requirements pertaining to Article 14 of the Belgian Royal Decree of 31 March 2003 have been met) and the communication channels of Euronext Brussels or a combination of these media. The Company’s website is www.pinguin.be.

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2. GENERAL INFORMATION REGARDING THE OFFER, THE PRIVATE PLACEMENTS AND THE ADMISSION TO LISTING ON EUROLIST BY EURONEXT BRUSSELS

2.1 BASIC INFORMATION

2.1.1 Operating capital As of the date of this Prospectus the Issuer is of the opinion that, taking into consideration its available cash and cash equivalents, it has sufficient operating capital to satisfy its current requirements and to cover operating capital requirements for at least 12 months from the date of this Prospectus. 2.1.2 Equity capital and net financial debt Equity capital on 30 September 2007 On 30 September 2007 Shareholders’ equity was EUR 46,603,524.

Capital (1) 48,229,312 Issue premiums 0 Reserves (per 30 June 2007) -2,344,208 Results (per 30 June 2007) Cumulative translation differences (per 30 June 2007) -320,398 Minority interests(per 30 June 2007) 1,038,818 Total Shareholders’ equity 46,603,524

(1) This amount does not take into account the capital increase on 28 September 2007 by the Board of Directors within the authorized share capital and the cancellation of the Preferential rights in favour of Messrs Guy and Luc Van den Broeke. The capital increase took place under the suspensory condition of subscription and payment in full of the cash contribution, the realization of which will be determined on 16 November 2007. Net Financial Debt on 30 September 2007 On 30 September 2007 the net financial debt amounted to EUR 212,656,498. This net financial debt did not take into account (i) the capital increase of up to maximum EUR 66 million (ii) the proceeds associated with the sale and rent-back operation for EUR 45 million (before taxes and expenses) and (iii) the securitization of customer receivables in the amount of EUR 45 million.

Pinguin Total long term debt 12,716,527 -guaranteed 11,887,559 -securitized 0 -not guaranteed / not securitized 828,968 Total short term portion of long term debt 6,456,446 -guaranteed 4,866,446 -securitized 0 -not guaranteed / not securitized 1,590,000 Total short term financial debt (without short term portion of long term debt)

217,549,021

-guaranteed (1) 217,396,850 -securitized 0 -not guaranteed / not securitized 152,171

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Total financial debt 236,721,994 Liquid Assets 5,213,378 Total net financial debt Pinguin (A) 231,508,616 Lutosa Total financial debt Lutosa 4,861,610 Liquid Assets Lutosa 23,713,728 Total net financial debt Lutosa (B) -18,852,118 Total net financial debt Pinguin + Lutosa (A+B) 212,656,498

(1) This amount includes primarily the bridge financing that was entered into in the context of the takeover of Salvesen on 10 September 2007 and Lutosa on 28 September 2007. This amounts to EUR 202 million of which EUR 175 million for Lutosa and EUR 26,7 million for Salvesen.

2.2 INFORMATION ABOUT THE OFFER

2.2.1 Motives for the Offer and use of proceeds from the issue On 26 June 2007 Pinguin NV reached agreement with the Van den Broeke family about the purchase of all shares of the Lutosa Group. This transaction was completed on 28 September 2007. Pinguin NV pays EUR 175 million for the shares of the Lutosa Group. Pinguin has right to the results of the Lutosa Group from 1 January 2007. The purchase of all shares of the Lutosa Group will be financed in part by EUR 20 million of the capital increase in favour of the Van den Broeke family, as the public capital increase with expected net proceeds of EUR 45 million that will be offered to all Shareholders. Food Invest International NV guarantees the successful outcome of this capital increase. The majority shareholder STAK has committed to exercising all of its Preferential rights. Pinguin NV will finance the balance of the acquisition price through a combination of long term loans, sale of receivables, and the sale and rent-back of the Lutosa Group’s real estate holdings to a corporation jointly controlled by Guy and Luc Van den Broeke and Hein and Veerle Deprez (in accordance with the procedure provided by article 523 and 524 of the Company Code). 2.2.2 Conditions governing the Offer The capital increase of the Company will be realised with the Existing Shareholders’ Preferential Rights in the ratio of x New Shares for y Existing Shares held in possession. This ratio, as well the Issue Price per New Share will be published no later than the Opening Date of the Offer in the form of a Supplement to the Prospectus. All New Shares will give the right to reduced withholding tax known as VVPR. This right will be represented by a separate VVPR Strip. Each new share will have one VVPR Strip that will be listed and traded independently. 2.2.3 Value of the Offering The total value of the Offering will not exceed EUR 46 million, issuance premiums included. 2.2.4 Subscription Procedure The Offering Period will be open from 29 October up to and including 12 November 2007. Applications to subscribe for New Shares will be initially reserved for Existing Shareholders or acquirers of Preferential Rights during the Offering Period. Under these terms, they can subscribe to the New Share issue at a rate of x New Shares for y Existing Shares held. The Subscription ratio will be published as an addendum to this Prospectus no later than the start of the Offering Period.

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The Preferential Rights will be represented by coupon no. 4 of the Existing Shares. Holders of registered shares will receive bearer coupons representing the Preferential Rights that go along with the Existing Shares held. The Preferential Rights, in the form of share coupon no. 4, will be separated from the underlying shares on 26 October 2007 at the close of Euronext Brussels and will be separately tradable during the entire Offering Period on Eurolist by Euronext Brussels. During the Offering Period, Shareholders who own fewer Preferential Rights than the minimum quantity required for subscription to New Shares will be able to purchase their “missing” Preferential Rights to subscribe to an extra New Share or sell their “extra” Preferential Rights. An undivided subscription is not possible; the Company only recognizes one owner per Share. Shareholders, who have not exercised their Preferential Rights by the end of the Offering Period, or by 12 November at the latest, may no longer do so after this date. Preferential Rights that have not been exercised by the closing of the period for subscription with Preferential Rights will be represented by Scrips which will be sold to Food Invest International NV. Food Invest International NV will subscribe to the remaining New Shares at the same price and ratio as the Shareholders with Preferential Rights. The private placement of Scrips with Food Invest International NV will take place as soon as possible after the closing of the Offering Period, in principle on 13 November 2007. The selling price of the Scrips will be jointly determined by the Company and the Joint Lead Managers according to the theoretical value of the subscription rights, calculated based on the Offer Price and the Volume Weighted Average Price (“VWAP”) of the Share on Eurolist by Euronext during the Offering Period, divided by the number of Existing Shares required to subscribe for one New Share3. The VWAP of the Share will be limited to the average price of the Share in the 30-day period preceding the sale of the Scrips, in principle on 13 November 2007. The Company will make the proceeds from the sale of the Scrips, minus all related costs and expenses, available to Existing Shareholders who did not exercise or transfer their Preferential Rights by the closing of the Offering Period. The net proceeds of the sale of Preferential Rights sold in this way will be made available to Shareholders upon presentation of coupon no. 4. If you have any questions regarding this payment, please consult your financial intermediary. The results of the subscriptions with Preferential Rights and with Scrips will be published in the Belgian financial press on 16 November 2007. 2.2.5 Withdrawal and Suspension of the Offering The Company reserves the right to withdraw from or suspend the Offering upon the occurrence of an event which enables the Joint Lead Managers to terminate their commitment. The Company also reserves the right to withdraw from or suspend the Offering by terminating the Underwriting Agreement with the Joint Lead Managers. The events giving rise to termination are stated in section 2.2.17 below. 2.2.6 Offer Price for New Shares Shares will be acquired by Preferential Rights at the rate of x New Shares for y Existing Shares. 2.2.7 Allocation of Shares Investors should be aware that all Shares they have subscribed to by exercising Preferential Rights will be fully allocated to them. 2.2.8 Withdrawal of Subscription All subscriptions are binding on subscribers and may not be revoked by them.

3 VWAP Offer Price / Number of Existing Shares for each New Share.

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2.2.9 Payment and Delivery of the New Shares Subscriptions by means of Preferential Rights or Scrips will be paid for by debiting the subscriber’s account, with value date 16 November 2007. The New Shares will be available in the form of dematerialised securities booked in the securities account of the beneficiary, or as registered shares recorded in the Company’s shareholder register, according to the shareholder’s preference. 2.2.10 Publication of Results The results of the Offering with Preferential Rights and with Scrips will be published in the Belgian financial press on 16 November 2007. The amount of non-exercised Preferential Rights will also be published in the Belgian financial press on 16 November 2007. 2.2.11 Procedure for exercising and tradability of the Preferential Rights The Preferential Right will be materialized via coupon no. 4. During the Subscription Period this right will be tradable on Eurolist by Euronext Brussels. For the procedure for exercising the Preferential Right, we refer to item 2.2.4 above. 2.2.12 Calendar

Decision of the Extraordinary General Meeting of Shareholders for a capital increase

4 October 2007

Publication of the announcement in the press, required by article 593 of the Belgian Company Code

18 October 2007

Determination of the Issue Price 26 October 2007 Availability to the public of the Prospectus and of the Supplement with the Prospectus (with the Issue Price)

26 October 2007

Opening of the subscription with Preferential Rights 29 October 2007 Closing of the subscription with Preferential Rights 12 November 2007 Accelerated private placement of the non-exercised Preferential Rights in the form of Scrips

13 November 2007

Allocation of the Scrips and subscription based on this 13 November 2007 Publication of the results of the subscription with Preferential Rights and with Scrips and the results of the sales of Scrips

16 November 2007

Payment of the price of the subscription for New Shares by the subscribers 16 November 2007 Determination of the capital increase 16 November 2007 Delivery of the New Shares to the subscribers 16 November 2007 Admission to trading of the New Shares on Eurolist by Euronext Brussels 16 November 2007

2.2.13 Plan for the distribution and allocation of the Shares Categories of potential investors The issue is on the basis of Preferential Rights. The Preferential Rights are allocated to all Existing Shareholders of the Company. Able to subscribe to the New Shares: (i) the initial owners of Preferential Rights; (ii) those who have acquired Preferential Rights on Eurolist by Euronext Brussels; or (iii) Food Invest International NV that has acquired Scrips via the private placement described above. The public offering is only opened in Belgium.

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Intentions of the main Shareholders of the Issuer STAK, which owns 51.1% of the Shares, has irrevocably committed to exercise all its Preferential Rights. Until today, the company does not have any insight into the intentions of the other major Shareholders, nor any indication that certain major Shareholders will not participate. Pre-allocation information Not applicable. Notification to the subscribers We refer to item 2.2.10. above. Over-allocation and “green shoe” Not applicable. 2.2.14 Determination of the price Determination of the price at which the New Shares are offered The Issue Price will be determined by the Company in consultation with the Joint Lead Managers, and at the latest on the day that immediately precedes the opening of the subscription, namely in principle on 26 October 2007, in relation to the share price of the Share on Eurolist by Euronext of Euronext Brussels (“Eurolist by Euronext Brussels”). A discount will be applied as is customary for these types of transactions, determined in accordance with market practices and depending on the then current circumstances and market conditions. Procedure for the publication of the Price of the Offering The Price of the Offering, the subscription ratio and the final number of New Shares will be published, in the form of a supplement with the Prospectus, at the latest on the trading day before the Opening Date of the Offering. 2.2.15 Placement and guarantee of the successful outcome Counter banks The requests to subscription can be submitted free of charge with the Syndicate or at these institutions through any other financial agent. The Shareholders are requested to inform themselves about any costs charged by these other agents. Financial service The financial service of the Shares is managed in Belgium by the Joint Lead Managers and Bank Degroof. This is free of charge for the Shareholders. If the Company should amend its policy with regard to this, they will report this in the Belgian financial press. 2.2.16 Interest of natural and legal persons involved in the Offering The Joint Lead Managers have signed an Engagement Letter with the Company for the Offering and shall, in principle, enter into an Underwriting Agreement before the opening of the Offering. Furthermore:

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- they have provided, and they will in the future provide, various banking services, investment services, commercial and other services to the Company or its Shareholders and to the Lutosa Group or its Shareholders within the scope of which they can collect remuneration;

- one of the Joint Lead Managers (ING) has agreed financing contracts and hedging instruments with the Company;

Furthermore Food Invest International NV has the right and the obligation to purchase the non-exercised Preferential Rights in the form of Scrips and therefore possibly subscribe for a proportionally larger part of the New Shares. 2.2.17 Underwriting Agreement Except for the right of the parties involved by the Underwriting Agreement not to sign such an agreement, it is expected that the Company, Food Invest International and the Joint Lead Managers will sign an underwriting and warranty agreement at the latest on the trading day before the Opening Date of the Offering, which is expected to take place on 26 October 2007. Entering into this agreement can be dependent on various factors but mainly on the market conditions. It is expected that the Company will make specific statements in the Underwriting Agreement, will give warranties and will indemnify the Joint Lead Managers from certain liabilities. With due regard to the general terms and conditions and terms of the Underwriting Agreement, the Joint Lead Managers shall severally commit in their own name but on the account of the existing and new, private individual and institutional investors to subscribe on the following percentage of the offered shares and VVPR Strips in the offering, with a view to the immediate distribution of these shares and VVPR Strips to the investors involved: - ING België NV/SA 50% - Petercam NV 50% The members of the syndicate shall transfer the shares and the VVPR Strips to investors, on condition of the prior issue of the required comfort letters sent by the statutory auditor of the Company and legal opinions sent by its legal advisor of the Company under a form and content that is acceptable for the Joint Lead Managers. Expectations are that the Underwriting Agreement will also determine that, as specific events take place, such as the suspension of trade on Eurolist by Euronext Brussels or a substantial and adverse change in the financial situation or business activities of the Company or in the financial markets, or other cases of force majeure, the Joint Lead Managers shall have the right under certain conditions and after consultation with the Company to withdraw from the Offering before the delivery of the Shares and the VVPR Strips has taken place. When this situation arises, the investors shall be informed by a publication in the Belgian financial press. Furthermore, Food Invest International or an associated company commits themselves after the Closing Date of the Offering, to purchase all non-exercised Preferential Rights that will be represented by Scrips and to exercise these. The subscription price of the New Shares of the Company will be the same for Food Invest International as those published in the supplement with the prospectus on 26 October 2007.

2.3 PRIVATE PLACEMENT OF 26 OCTOBER 2006 – ISSUE OF 1,682,368 SHARES

2.3.1 Capital increase by contribution in cash On 26 October 2006 the Extraordinary General Shareholder’s Meeting of Pinguin NV decided to increase the share capital by EUR 12,499,994.24 to bring the share capital from EUR 36,453,861.71 to EUR 48,935,855.95.

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The issue price was determined as the average closing price of the Pinguin NV share on Euronext Brussels during the thirty days that preceded the Extraordinary General Meeting of 26 October 2006. The average closing price amounted to EUR 7.43. This was the issue price. The number of Shares was then obtained by dividing the amount of the capital increase (EUR 12,499,994.24) by the obtained issue price, by which the result is rounded off downwards, without taking account with the figures after the decimal point. The number of Shares amounted to 1,682,368. After the cancellation of the Preferential Right of the Existing Shareholders in application of articles 596 and 598 of the Belgian Company Code the afore-mentioned capital increase within the scope of a private placement was underwritten by means of a contribution in cash: (a) to the amount of 1,345,895 ordinary Shares by STAK in exchange for its contribution in cash of EUR 9,999,999.85. The necessary financial resources were made available to STAK by 2 D NV (previously called International Food Development NV) in exchange for which she has received 1,345,895 certificates of Pinguin NV shares; (b) to the amount of 134,589 Shares by the Public Limited Company KBC PE, in exchange for its contribution in cash of EUR 999,996.27; and (c) to the amount of 201,884 Shares by Lur Berri, in exchange for her contribution in cash of EUR 1,499,998.12. As a result of this private placement the total number of Shares is brought from 4,993,717 to 6,676,085. 2.3.2 Objective of the action During the past financial year Pinguin NV has suffered significant losses which had a negative influence on the financial structure of the Company and which have negatively influenced the Company’s level of debt. With these additional financial resources Pinguin NV wishes to strengthen the equity of the Company: (a) to finance the growth of the Company through additional investments both domestically as well as abroad to strengthen the competitive market position of the Company, (b) to exploit commercial opportunities for the Company, such as the possibility of the acquisition of a company, or an exploitation or a branch, (c) to attract new financial resources without entering into new loans and without granting guarantees. With this, the Company will have available an amount of EUR 12,499,994.24 of new financial resources that incur no interest and that as operating capital greatly improve the liquidity and solvency ratio, which will benefit the profit of the Company, and (d) to reduce the burden of debt. 2.3.3 Changes of control after the extraordinary general shareholder’s meeting of 26 October 2006:

transactions at 21 December 2006 and 30 August 2007 2.3.3.1 Identification of the companies involved with the changes of control. 1. 2 D NV is a limited company organised and existing under Belgian law. The office is registered at Drevendaal 1 in 2860 Sint-Katelijne-Waver registered with the register of legal entities of the Crossroads Bank of Enterprises under company number 0457.424.680 (“2D”). The company is managed by the Board of Directors, including three directors: (a) Management Deprez NV, a company organised and existing under Belgian law, represented by Ms. Veerle Deprez in her capacity of permanent representative ex article 61, § 1, of the Belgian Company Code,

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(b) Deprez Invest NV, a company organised and existing under Belgian law, represented by Ms. Veronique Leterme in her capacity of permanent representative ex article 61, § 1, of the Belgian Company Code, and (c) Tosalu NV, a company organised and existing under Belgian law, represented by Ms. Lucie Desimpel in her capacity of permanent representative ex article 61, § 1, of the Belgian Company Code. After the change of control of 21 December 2006 the Shareholders of 2 D NV are: (a) Management Deprez BVBA: 143,088 shares, being 45.99% of the share capital, (b) Food Invest International NV: 134,444 shares, being 43.21% of the share capital, and (c) Tosalu NV: 33,611 shares, being 10.80% of the share capital. Since the transactions of 30 August 2007 the 311,143 shares are held by: (a) Food Invest International NV to the amount of 277,532 shares, that represent 89.20% of the share capital, and (b) Tosalu NV to the amount of 33,611 shares, that represents 10.80% of the share capital. 2. Management Deprez BVBA is a private limited company with limited liability organised and existing under Belgian law. It has its registered office at Drevendaal 1 in 2860 Sint-Katelijne-Waver, registered with the register of legal entities of the Crossroads Bank of Enterprises under company number 0454.896.544. The company is managed by one non-statutory business manager: Ms. Veerle Deprez. All shares are held by the last mentioned. 3. Food Invest International NV is a limited company organised and existing under Belgian law. It has its registered office at Drevendaal 1 in 2860 Sint-Katelijne-Waver, registered with the register of legal entities of the Crossroads Bank of Enterprises under company number: 0446.729.738. The company is managed by a Board of Directors, including three directors: (a) Mr. Hein Deprez, senior executive, (b) Ms. Veerle Deprez, director, and (c) Marc Ooms BVBA, a company organised and existing under Belgian law, represented by Mr. Marc Ooms in his capacity of permanent representative ex article 61, § 1, of the Belgian Company Code. Until 30 August 2007 all shares were held indirectly via the holding companies Extremax NV and Deprez Invest NV by the family of Hein Deprez. Extremax NV is a public limited company under Belgian law, registered at Weistraat 17B in 9750 Zingem and it is registered in the register of legal entities of the Crossroads Bank of Enterprises under company number 0881.535.802. All of Extremax’s shares are held by the Hein Deprez family. Since the transactions of 30 August 2007 the shares are indirectly held by the family of Hein Deprez and Veerle Deprez, and then as follows: (a) Management Deprez BVBA: 47 of the in total 763 shares, being 6.16% of the share capital, (b) Deprez Invest NV: 1 of the in total 763 shares, being 0.13% of the share capital, and (c) Extremax NV: 715 of the in total 763 shares, being 93.71% of the share capital. In other words the family of Hein Deprez indirectly still has the exclusive control over Food Invest International NV. 4. Tosalu NV is a limited company organised and existing under Belgian law. It has its registered office at Ellestraat 16 in 8610 Kortemark, registered with the register of legal entities of the Crossroads Bank of Enterprises under company number 0442.122.535.

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The company is managed by a Board of Directors, including five directors: (a) Mr. Thomas Desimpel, senior executive, (b) Mr. Samuel Desimpel, senior executive, (c) Ms. Lucie Desimpel, senior executive, (d) Ms. Bernadette Debruyne, director, and (e.) Mr. Jose Devolder, director. All shares are held by the family of the late Mr. Luc Desimpel. 2.3.3.2 History of the changes of control on 21 December 2006 and 30 August 2007 1. Since the Extraordinary General Shareholder’s Meeting of Pinguin NV on 26 October 2006, Management Deprez BVBA had the exclusive legal control over Pinguin NV. 2. At the Extraordinary General Shareholder’s Meeting of 2 D NV of 21 December 2006, Management Deprez BVBA brought into 2 D NV 1,138,483 of the 1,150,086 certificates of Shares that they held directly. In exchange Management Deprez BVBA acquired 141,977 new shares of 2 D NV. The value of the certificates of Shares paid was determined at the closing price of the Pinguin NV share on Eurolist by Euronext Brussels on the date of the contribution. The issue price of the newly created 2 D NV shares was equal to the corrected equity of 2 D NV as at 30 November 2006 divided by the total number of existing shares, by which the balance sheet item “financial assets” (being 1,345,895 certificates of Shares), was revalued taking into account the closing price of the Pinguin NV share on Eurolist by Euronext Brussels on the date of the contribution. 3. Before-mentioned capital increase was immediately followed by a transfer of 85,000 new shares of 2 D NV by Management Deprez BVBA to Food Invest International NV. The transfer price that was paid to Management Deprez BVBA by Food Invest International NV was equal to the issue price of the newly created shares of 2 D NV. 4. After both actions all certificates of shares of Pinguin NV that are neither directly nor indirectly held by the Dejonghe family, being 2,484,378 of the in total 3,411,367 certificates of shares of Pinguin NV, are held by 2 D NV. They represent 72.83% of all issued certificates of shares of Pinguin NV. The Dejonghe family holds directly or indirectly the remaining 27.17% of all certificates issued by the foundation. As a result of both actions Management Deprez BVBA, Food Invest International NV and Tosalu NV acquire the joint control de jure, in the sense of article 9 of the Belgian Company Code, over 2 D NV and therefore indirectly over Pinguin NV. 5. On 30 August 2007 Management Deprez BVBA has transferred 46,776 of the 143,088 shares that they held in 2 D NV to Food Invest International NV. The sales price of the 2 D NV shares were valued as follows: the corrected equity of 2 D NV as at 31 December 2006, divided by the total number of issued 2 D NV shares, by which a correction is carried out on the financial assets of 2 D NV: the certificates of Shares were valued at the average of the closing price of the Pinguin NV share on Eurolist by Euronext Brussels during a period of thirty days prior to the date of transfer, on the understanding that the value of afore-mentioned certificates may never be higher than that of the closing price of the Pinguin NV share on the date of transfer. 6. On 30 August 2007 the remaining 96,312 shares that Management Deprez BVBA held in 2 D NV, were also brought into Food Invest International NV. In exchange for this contribution Management Deprez BVBA acquired 47 new shares of Food Invest International NV. The contribution value of the 2 D NV shares brought in were determined in the manner determined under margin number 5. 7. After the afore-mentioned transactions all shares of 2 D NV, that are not held by Tosalu NV, will be held by Food Invest International NV. They represent 89.20% of the share capital of 2 D NV. This means that Food Invest International NV has acquired the exclusive control de jure over 2 D NV. 8. After both transactions Pinguin NV was controlled by the family Deprez.

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Food Invest International NV is indirectly controlled via the holding companies Extremax NV and Deprez Invest NV by the family of Hein Deprez. Food Invest International NV itself has the exclusive control de jure over 2 D NV. According to the articles of association of STAK, 2 D NV has the right to appoint the majority of the directors of the Stichting Administratiekantoor. According to bylaws the Dejonghe family (being Mr. Herwig Dejonghe, the Civil Company Dejonghe - Dejonckheere, Mr. Koen Dejonghe and Pinguin Invest NV) can only appoint two of the six directors 4, whilst 2 D NV can appoint at most four of the six directors 5. This actually means that since 30 August 2007 Food Invest International NV determines the voting behaviour of STAK at the general meeting of Pinguin NV. After the capital increase of 26 October 2006 the Stichting Administratiekantoor is holder of 3,411,367 of the 6,676,085 shares of Pinguin NV, that represent 51.09% of the share capital. Thereby, since 30 August 2007, Food Invest International NV has acquired the exclusive control de jure over Pinguin NV. 2.3.3.3. Consequences of the changes of control at 21 December 2006 and 30 August 2007 on the policy within Pinguin NV and non-relevance of the article 41 of the Royal Decree of 8 November 1989 at that time 1. In the short and medium term, the changes in control over Pinguin NV shall have no influence on the policy of the Board of Directors of Pinguin NV. It was in any case the intention to support and promote the policy at that time, being: (a) by ensuring a growth of Pinguin NV through additional investments both domestically as well as abroad to strengthen in this way the competitive market position of Pinguin NV, (b) by looking for commercial opportunities for Pinguin NV, such as the possibility of the acquisition of a Company, or a company or a branch, and (c) by further reducing the burden of debt of Pinguin NV. 2. In accordance with article 41 of the since abolished Royal Decree of 8 November 1989 on public transfer offerings and the changes in the control of companies the acquirer of a controlling participation in a listed company should only undertake a public offer on all shares of that company to the extent that he paid a control premium for the acquisition of the control. As a result of both transactions there was no control premium paid in the sense of aforesaid article 41g. In particular it should be pointed out that within the scope of the transactions, the certificates of shares of Pinguin NV were valued at the average of the closing price of the Pinguin NV share on Eurolist by Euronext Brussels during a period of thirty days prior to the date of both transactions, on the understanding that the value of afore-mentioned certificates was not higher than that of the closing price of the Pinguin NV share. There were no reasons present to assume that the share price of the Pinguin NV share was not meaningful at that time.

4 As holder of A certificates of shares of Pinguin NV, Mr. Herwig Dejonghe and the Civil Company Dejonghe

- Dejonckheere are entitled in accordance with article 3.1. in conjunction with article 3.3. of the articles of association to appoint one director B. As holder of C certificates of shares of Pinguin NV, Mr. Koen Dejonghe is entitled in accordance with article 3.1. in conjunction with article 3.3. of the articles of association to appoint one director C.

5 As holder of B certificates of shares of Pinguin NV, 2 D NV is entitled in accordance with article 3.1. in conjunction with article 3.3. of the articles of association to appoint one director B. As holder of the majority of the certificates of shares of Pinguin NV issued by the Pinguin Stichting Administratiekantoor and in accordance with article 3.1. in conjunction with article 3.3. of the articles of association, 2 D NV is also entitled to appoint at most three directors D.

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2.4 PRIVATE PLACEMENT OF G&L SHARES

2.4.1 Capital increase as a result of contribution in cash On 28 September 2007 the Board of Directors of Pinguin NV decided to increase the share capital within the authorised capital by a maximum amount of EUR 20,000,000 by cancelling the Preferential Right of the Existing Shareholders by the application of Articles 596 and 598 of the Belgian Company Code in favour of the Van den Broeke family. The issue price of the G&L Shares was determined by the average closing price of a Pinguin NV share on the Euronext Brussels during the thirty days preceding the Board of Directors meeting on 28 September 2007. The average closing price was EUR 17.00, which becomes the issuing price. The number of G&L Shares was then attained by dividing the amount of the capital increase (EUR 20,000,000) by the determined issue prices, rounding the result down, without taking account with the figures after the decimal pount. In this way, the number of G&L Shares becomes 1,176,470. The G&L Shares will be issued with VVPR Strips. The afore-mentioned capital increase will be subscribed in the scope of a private placement through a contribution in cash, by the Van den Broeke Family, of which the realisation is determined on 16 November 2007. 2.4.2 Purpose of the act Pinguin NV reached an agreement with the Van den Broeke Family on 26 June 2007 regarding the purchase of all the shares of the Lutosa Group. This transaction was completed on 28 September 2007. Pinguin takes a giant step forward by this acquisition, and expands its assortment by frozen potato products. The achievements by Lutosa in the area of agronomy, production, technology, R&D and the extensive commercial network strengthen the Pinguin organization even further. Pinguin NV paid EUR 175 million for the Lutosa Group shares. Pinguin has right to the results of the Lutosa Group as of 1 January 2007. The purchase of all the Shares of the Lutosa Group will be partially financed by both the capital increase by EUR 20 million for the benefit of the Van den Broeke Family, as well as the public capital increase to the maximum amount of EUR 46 million which will be offered to all Shareholders.

2.4.3 Results of the afore-mentioned capital increase As a result of the afore-mentioned capital increase, Mr. Guy Van den Broeke and Mr. Luc Van den Broeke will each be the owner of 7.49% of the Shares for the current transaction.

2.5 INFORMATION ABOUT THE EFFECTS THAT WILL BE OFFERED AND/OR ADMITTED AS SHARES FOR TRADE ON EUROLIST BY EURONEXT BRUSSELS

2.5.1 Nature and form of the New Shares 2.5.1.1 Nature All the New Shares will be issued in conformance with Belgian law. This pertains to regular shares that represent capital (in euro), of the same category, completely freely tradable, with voting rights, without indication of nominal value. They will have the same corresponding rights as the Existing Shares.

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The New Shares will participate in the results as of 1 July 2007. The New Shares are assigned the code ISIN BE0003765790. The New Shares will be issued with VVPR Strips. The VVPR Strips will be assigned the code ISIN BE0005618898 and symbol PINS. 2.5.1.2 Form The New Shares will be represented by one or more global certificates. The investors are requested to note on their registration form whether they want to receive the New Shares on which they are subscribing (i) in the form of a registration on account or (ii) in the form of a nominative registration in the register of the Shareholders of the Corporation. For the Shareholders who select a registration on account, the New Shares will be registered at issuance through Euroclear Belgium on the securities account of the investor. For the Shareholders who select the form of nominative Shares, the Shares are registered in the register of Shareholders of the Corporation. 2.5.1.3 Act of 14 December 2005 containing the abolition of the bearer securities The following summary rests on the acts and regulations in effect on 31 August 2007. In conformance with the Act of 14 December 2005 containing the abolition of bearer securities, securities issued after 1 January 2008 can only be nominative or dematerialized. On that date, the bearer shares noted on a regulated market, registered on a securities account, will be converted to dematerialized securities by right. The involved companies must modify their bylaws before 31 December 2007. The owners of bearer shares which would not be converted by right must request conversion to securities in name or dematerialized securities at the latest on 31 December 2013. The request for conversion to dematerialized securities must be submitted by a recognized account holder or by a settlement institution selected by the issuer of the securities. However, this request will only be admissible if the securities, for which the conversion is requested, are turned over to the recognized account holder or settlement institution. The conversion will take place by registration of the securities on a securities account by the recognized account holder or the settlement institution. On the expiration date of the above-mentioned term, the bearer shares for which no conversion was requested, will be converted by right by the issuing company into dematerialized shares, and be registered on the credit of a securities account under the name of the issuing company, until the titleholder makes itself known. The rights associated with these shares will be deferred. As of 1 January 2015 and after the publication of an announcement in the Annexes to the Belgian Official Gazette and in the Belgian financial papers, the issuing companies must offer all shares that do not have a known owner by that date for sale. The proceeds of the sale (after the deduction of certain costs of the issuing company) will be deposited at the Deposit and Consignment Office until a person has demonstrated his rights to the sold securities and demands repayment. This person can have his rights be applicable to the proceeds of the sale of his securities or to the unsold shares, but must pay a fine of 10% of the exchange value of the securities per delayed year from 31 December 2015. 2.5.2 Rights that are attached to the Shares 2.5.2.1 Voting rights Each shareholder of the Company has the right to one vote per share. Shareholders can vote by proxy. The voting rights can be suspended in regard to Shares: - Which are not fully-paid, notwithstanding a request to this effect by the Board of Directors of the Company;

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- To which more than one person is legally entitled, except if a sole representative was designated only for the execution of the voting right; - That give their holder the right to voting rights above the 5% threshold or a multiple of 5% of the total number of voting rights that are linked to the shares of Company on the date of the relevant General Meeting of Shareholders, unless the shareholder of the Company and the CBFA have been informed at least 20 days prior to the date of the relevant General Meeting of Shareholders in correspondence to Article 545 of the Belgian Company Code; and - Of which the voting right was suspended by an authorized court or the CBFA. In general, the General Meeting is exclusively authorized to: - Approve the annual financial statements of the Company; - Appoint and discharge directors and the commissioner of the Company; - Assign acquittal to the directors and statutory auditor; - Determine the remuneration of the directors and the statutory auditor for the performance of their mandate; - Distribute the profits; - Bringing a claim for liability against the directors; - Decisions with regard to the dissolution, merger and certain other reorganisations of the Company; - The approval of amendments to the bylaws.

2.5.2.2 Right to attend and vote at General Meetings Annual General Meeting of Shareholders

The ordinary General Meeting is held at the registered office of the Company or at the location that is indicated in the invitation to attend the general meeting. The meeting is organized annually on the third Friday of May at 14:00 hour (Central European Time, GMT +1). If this day is a legal holiday, the meeting is held on the next working day. At the ordinary General Meeting the Board of Directors presents the audited statutory and consolidated annual accounts and reports of the Board of Directors and the statutory auditor with regard to the annual accounts to the Shareholders. The General Meeting then decides on the approval of the statutory annual accounts, the proposed appropriation of the result of the Company, the discharge of the directors and the statutory auditor and, as the occasion arises, the (re)appointment or the dismissal of the statutory auditor and/or of some or all of the directors. Special and Extraordinary Meetings of Shareholders

The Board of Directors or the statutory auditor (or, as the occasion arises, the liquidators) can convene a Special or Extraordinary General Shareholder’s Meeting at any time when the interest of the Company requires it. Such General Meetings must also be convened whenever requested by the Shareholders who together represent a fifth of the subscribed capital. Invitations to attend the General Meeting of Shareholders

The invitation to attend the General Meeting must state the location, the date and the time of the meeting and the items on the agenda which need to be discussed and provide the proposals to be decided upon. The invitation to attend must be published at least 24 days prior to the meeting in the Belgian Official Gazette. The invitation to attend must also be published in a national newspaper at least 24 days prior to the meeting, unless the meeting concerns an ordinary General Meeting, which is held in the municipality and at the location, date and time stated in the bylaws of the Company and at which the agenda is restricted to the presentation of the annual accounts, the annual report of the Board of Directors and the report from the statutory auditor with regard to the annual accounts and the discharge of the directors and the statutory auditor. The annual accounts and the reports of the Board of Directors and the statutory auditor with regard to the annual accounts must also be made available to the public and this at least 15 days prior to the day of the ordinary General Meeting. The invitations to attend have to be sent to the holders of registered shares, the holders of registered bonds, the holders of registered warrants, the holders of registered certificates issued with the cooperation of the Company, and to the directors and the statutory auditor of the Company 15 days prior to the General Meeting. This communication takes place via an ordinary exchange of letters unless the addressees have agreed individually, explicitly and in writing to receive the invitation to attend via another means of communication, without having to present proof of the fulfilment of such formalities.

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When all shares, bonds, warrants and certificates, issued with the cooperation of the Company, are registered, the communication can be restricted to sending the invitations to attend by registered letter, unless the addressees have agreed individually, explicitly and in writing to receive the invitation to attend via another means of communication.

2.5.2.3 Formalities to attend the meeting of Shareholders All holders of shares, warrants or bonds (if in existence) that were issued by the Company and all holders of certificates that were issued with the cooperation of the Company (if in existence) may attend the General Meetings. However, only Shareholders can vote at the General Meetings. In order to be admitted to the General Meeting the owners of registered shares must inform the Board of Directors of their intention to attend the General Meeting at least four working days prior to the meeting, if the Board of Directors demands this in the invitation to attend. The holders of bearer securities must deposit their titles within the same period of time at the location indicated in the invitation to attend. They will be admitted to the General Meeting on presentation of their identity document and of the attestation from which it appears that their bearer securities were deposited on time. The owners of dematerialised shares must deposit, within the same period of time, at the organisations indicated by the Board of Directors, an attestation drawn up by either the recognized account holder or by the settlement agency, by which the unavailability of these shares to the General Meeting is determined. The holders of bonds, warrants or certificates that were issued with the cooperation of the Company may attend the General Meeting provided there is compliance of the admission conditions provided for the Shareholders. Power of attorney

Every shareholder can give power of attorney by letter, telegram, telex, telefax or in another manner in writing to be represented at the General Meeting. The representative must not be a shareholder. The Board of Directors may determine the form of the powers of attorney in the invitation to attend and demand that they are deposited at least four working days prior to the General Meeting at the location indicated in the invitation to attend.

Quorum and majority

In general, there is no quorum requirement for the General Meeting and the decisions are taken with a simple majority of the votes of the attending or represented shares. Capital increases which were not decided by the Board of Directors within the scope of the authorised share capital, decisions with regard to the dissolution, merger, division and certain other reorganisations of the Company, amendments to the bylaws (other than a change of the corporate purpose) and certain other decisions foreseen by the Belgian Company Code require not only the presence or representation of at least 50% of the share capital of the Company, but also the approval of at least 75% of the votes cast. The change of the corporate purpose of the Company requires the approval of at least 80% of the votes cast at a General Meeting that, in principle, can only validly make this decision if at least 50% of the share capital of the Company and at least 50% of the profit-participating certificates, should there be any, are in attendance or represented. If the quorum requirements are not satisfied during the first meeting, a second General Meeting must be convened by means of a new invitation to attend. The second General Meeting can validly discuss and decide irrespective of the number of shares that are in attendance or represented. 2.5.2.4. Dividends All shares participate in equal amounts in the profit of the Company (if there is any). The New Shares and G&L Shares give right to dividend payments (if there are any) starting from and for the entire financial year that begins on 1 July 2007 and every subsequent financial year. Pursuant to the Belgian Company Code the Shareholders can, in principle, decide on the profit appropriation by a simple majority of votes at the ordinary General Meeting, and this on the basis of the most recently audited annual accounts that were drawn up in accordance with the generally accepted accounting principles in Belgium and on the basis of a (non-obligatory) proposal from the Board of Directors of the Company. The bylaws of the

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Company also authorize the Board of Directors to pay out interim dividends on the profit of the current financial year in accordance with the conditions and provision of the Belgian Company Code. Dividends may only be paid out if after the announcement and the payment of the dividends the amount of the net assets of the Company on the closing date of the last financial year according to the annual accounts (i.e. the amount of the assets as stated on the balance sheet, decreased by provisions and debts, determined in accordance with Belgian accounting rules), decreased by any still not deducted amount of establishment and expansion costs and any still not deducted amount of research and development costs, does not fall beneath the amount of the paid in capital (or, if this is higher, of the called up capital) increased by the amount of the non-distributable reserves. Furthermore, prior to the dividend payment, 5% of the net profit must be allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. With regard to bearer shares the Act of 24 July 1921 determines that, if the dividend payment on bearer shares was not claimed by the legal holder of these shares, the Company has the right to deposit these dividends with the Deposit and Consignment Office. The right to claim the so deposited dividend payment expires after thirty years, after which the dividends become the property of the Belgian State. For registered shares the right to payment of each dividend expires 5 years after the declaration of the Board of Directors that this dividend is payable, whereupon the Company is no longer obliged to pay out such dividends. 2.5.2.5. Rights at dissolution The Company shall only be able to be dissolved by a resolution of the General Meeting adopted by at least 75% of the votes issued at the Extraordinary General Shareholder’s Meeting, with at least 50% of the capital present or represented. If as a result of accrued losses, the ratio of net assets of the Company (determined in accordance with Belgian legal and accountancy rules) to the company capital is less than 50%, the Board of Directors must call, within two months following the date on which the said under-capitalisation was detected or should have been detected, an Extraordinary General Shareholder’s Meeting. During the said Meeting, the Board of Directors shall either propose the dissolution of the Company or its continuation. In the latter event, the Board of Directors must submit steps for the recovery of the Company’s financial condition. Shareholders representing at least 75% of valid votes, with at least 50% of the issued company capital present or represented, shall be entitled to dissolve the Company. If as a result of accrued losses the ratio of the net assets of the Company to company capital is less than 25%, the same procedure must be followed, on the understanding that the motion for the dissolution can be implemented, if it is adopted by 25% of votes cast at the Meeting. If the net assets of the Company are below EUR 61,500 (the minimum share capital of limited liability companies) any competent Court shall be able to be requested by each party concerned to dissolve the Company. The Court can order the dissolution of the Company, or grant to the Company a space of time for regularising its condition. If the Company is dissolved, the liquidation must be carried out by one or more liquidators appointed by the General Meeting and whose appointment has been ratified by the Commercial Court. The assets or receipts of the sale of assets remaining after the payment of all debts, costs of the liquidation and taxes shall be repaid to Shareholders on the same basis.

2.5.2.6. Modifications of company capital Modifications of share capital by resolution of Shareholders

The General Meeting can at any time decide to increase or decrease the company capital. The said resolution must meet the quorum and majority requirements governing an amendment of the Articles of Association.

Capital increases by the Board of Directors

The General Meeting can authorise the Board of Directors by the same quorum and the same majority of votes to increase the company capital within set limits without the approval of Shareholders being required. This is the so-called authorised capital. The said authorisation must be limited as to time (that is to say that it can only be granted for a renewable period of no longer than five years) and as to scope (that is to say that the sum of the authorised capital must not exceed the sum of share capital of the Company at the time of the authorisation). On 4 October 2007 the Extraordinary General Shareholder’s Meeting

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authorised the Board of Directors to increase the company capital in the context of the authorised capital. This authorisation and power are set out in greater detail below. 2.5.2.7. Preferential right In the event of an increase of capital in cash through the issue of new shares, or in the case of the issue of convertible debentures or warrants, the (existing) Shareholders shall have the preferential right on the acquisition of the said new shares, convertible debentures or warrants, in the proportion of the company capital represented by their existing shareholding. This preferential right is transferable during the period of subscription and within the limits of transferability of the effects to which they are linked. The General Meeting can resolve to limit the said preferential right depending on circumstances. The same quorum and majority requirements apply to such a resolution as to a resolution of capital increase. The Shareholders may also decide to authorise the Board of Directors to restrict or cancel the preferential right in the context of the authorised capital, by means of compliance with the conditions laid down in the Company Code (see the section “Authorised capital”). Normally, the authorisation of the Board of Directors to increase the capital of the Company in cash with the cancellation or restriction of the preferential right of existing Shareholders suspended since the communication of the CBFA to the Company in compliance with article 607 Belgian Companies Code. of a public takeover bid concerning the securities of the Company. From the time of the said communication until the end of the bid, the Board of Directors can no longer increase the company capital in compliance with article 607 Belgian Companies Code by way of a contribution in cash coupled with the cancellation or the restriction of the Shareholders’ preferential right, and can no longer issue any vote-granting securities which do or do not represent company capital, or rights which confer the right of subscription for the acquisition of such securities, if the said securities are not offered preferentially to existing Shareholders in the proportion to their existing shareholdings. This prohibition does not apply to obligations the company validly undertook prior to the receipt of the CBFA communication in compliance with article 607 Belgian Companies Code. The General Meeting can also expressly and previously authorise the Board of Directors to nevertheless increase the company capital after the CBFA communication in compliance with article 607 Belgian Company Code, if (a) the shares are fully paid up immediately on their issue; (b) the issue price of the shares is not less than the bid price and (c) the number of issued shares does not exceed 10% of the capital of the Company at the time of the public takeover bid. In accordance with article 607 W. Venn the granted authority is valid for a period of three years, starting from the General Meeting that granted the aforementioned mandate. On 4 October 2007 such an authorisation of the Board of Directors was renewed by the General Meeting. 2.5.2.8. Type and Transferability of Shares The Shares are registered or dematerialized, depending on the preference of the shareholder. The Shares are always registered if so required by law. The Company will be able to issue dematerialized Shares either by increase of capital, or by converting existing Shares into dematerialized Shares. Every shareholder will be able to request conversion of his Shares, bearing his own costs, either into registered Shares, or into dematerialized Shares. Conversion of dematerialized Shares into registered Shares will be done by entering them in the related Register of registered Shares. The dematerialized Share is represented by an entry in the name of the owner or holder with an approved account holder or the settlement agency. The Share entered to the Account will be transferred by transfer from account to account. The number of dematerialized Shares in circulation at any given time will be registered in the related register of Shares in the name of the settlement agency. At the seat of the Company, registers of Shares are kept, which Shareholders may consult. After registering in the register, the shareholder will be provided with a certificate as evidence. All Shares have a serial number. The register of registered Shares may also be maintained electronically if the law permits. Transfer Conditions: In accordance with the conditions of the Law of 14 December 2005 relating to the abolition of bearer securities, the Company can issue bearer shares through 31 December 2007 and the possibility exists that bearer Shares of the Company will be in circulation through 31 December 2007. Bearer shares that are in a securities account will exist in dematerialized form as of 1 January 2008. Bearer shares that are not in a securities account will be converted to dematerialized Shares as of 1 January 2008 as soon as they are placed in a securities account.

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Until 31 December 2013 at the latest, holders of bearer Shares can request conversion of these Shares into dematerialized Shares, or registered Shares according to the procedure described in Article 7 or the previously mentioned law concerning the abolition of bearer securities. After the previously mentioned period, the unconverted bearer Shares will be converted by right into dematerialized Shares, and be registered in a securities account by the Board of Directors in name of the Company until the owner has made himself known. Up until then, any rights related to it are suspended. If the owner remains unknown after 1 January 2015, the Shares will be sold on the regulated market and the net proceeds will be deposited with the Deposit and Consignment Office, all of this in agreement with the Law of 14 December 2005. For the concrete execution of the conversion procedure and the determination of related modalities, the Board of Directors will inform Shareholders of the required instructions according to the Law of 14 December 2005 and implementing decrees. As long as all shares have not been converted to dematerialized or nominative Shares, and at latest until the legal limit time has been reached, the three types of Shares can coexist. The Shares, including shares at issuance, have been paid in full, and can be transferred freely. 2.5.2.9 Purchase and sale of the company’s shares In accordance with the Corporation’s bylaws and the Company Code, the Corporation can purchase and sell its own shares pursuant to an extraordinary resolution of the General Meeting that is ratified by at least 80% of validly cast votes at a General Meeting at which at least 50% of authorized capital and at least 50% of profit-sharing certificates, if any, must be present or represented. Such prior approval by Shareholders is not required if the Corporation purchases the shares in order to offer them to employees of the Corporation. In accordance with the Company Code, an offer to purchase shares must be made to all Shareholders under the same conditions. This does not apply to the acquisition of shares through a regulated market or the acquisition of shares with the unanimous approval of Shareholders during a meeting at which all Shareholders are present or represented. Shares can be purchased only using resources that would otherwise be available to pay a dividend to Shareholders. The total number of purchased shares held by the Corporation may not be at any given time more than 10% of authorized capital. The Board of Directors is authorized to acquire the company’s own shares for the Corporation’s account when such acquisition is necessary to prevent the Corporation from suffering a serious and threatening loss. This authority is granted for a period of three years from the date of the publication of the resolutions of the Extraordinary General Shareholder’s Meeting in the Annexes of the Belgian Official Gazette. This authority expires on 2 December 2008. 2.5.2.10. Authorized Capital Stock On 4 October 2007, the Extraordinary General Shareholder’s Meeting authorized the Board of Directors to increase the Corporation’s authorized capital in one or more operations to a maximum of EUR 60 million, under the suspensory condition of the determination fo the capital increase approved,at the extraordinary general shareholders’ meeting. When increasing the capital within the limits of authorized capital, the Board of Directors has the authority to request an issue premium. If the Board of Directors so decides, this issue premium must be booked to a blocked reserve account that can be reduced or removed from the books only by resolution of the General Meeting taken in a manner required for the provisions of the bylaws. The Board of Directors’ authority applies to a capital increase in cash or in kind or through the conversion of reserves or issue premiums, with or without the issue or new shares. The Board of Directors is authorized, within the limits of the authorized capital to issue convertible debentures, warrants or combinations of these, or to issue other securities. The Board of Directors is authorized, within the limits of the authorized capital, to restrict or cancel the preferential rights of existing Shareholders if in so doing it is acting in the interests of the Corporation and in accordance with article 596 et seq. of the Company Code. The Board of Directors is authorized to restrict or cancel the pre-emptive rights to the benefit of one or more persons, even if such restriction or cancellation is in favour of persons who are not employees of the Corporation or of its subsidiaries. The authority of the Board of Directors in the framework of the authorized capital is valid for a period of five years from the date of publication of the deed containing the amendment to the articles association of 4 October 2007 in the annexes of the Belgian Official Gazette.

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In the convocation for the Extraordinary General Shareholders’ Meeting of 9 November 2007, which was published on 16 October 2007 in accordance with Article 533 of the Code of Corporations, the General Meeting is asked to clarify the provisions in the Articles of Association related to the permitted capital, and to confirm that the Board of Directors is also authorised to incorporate issue premiums into the capital in the event of a capital increase related to the permitted capital. 2.5.3 Disclosure of significant participations In the matter of the publication of significant participating interests, Belgian legislation has recently been amended by the Act of 2 May 2007 with respect to the shares of issuers that have been allowed to trading on a regulated market and containing various provisions. The Act of 2 May 2007 is a partial conversion of EU Directive 2004/109/EU by the European Parliament and the Council of Europe, dated 15 December 2004 concerning the transparency requirements applicable to information on issuing institutions whose securities are permitted for trading on a regulated market, and the amendment of EU Directive 2001/34/EU. This law is not yet in force, and the implementation decrees have not yet been published in the Belgian Official Gazette. Belgian legislation, together with article 14 of the Corporation’s bylaws, impose disclosure requirements upon each individual or each entity acquiring or transferring securities conveying the right to vote or securities that give rights to securities conveying the right to vote, held directly or indirectly by this individual or entity, alone or in combination with others, that exceed or fall below the threshold value of 5%, or each multiple of 5%, of the total number of voting rights associated with the Corporation’s shares. One shareholder whose participation exceeds or falls below this threshold value must make this known each time to the CBFA and to the Company. The documents by which the acquisition is completed must be submitted to the CBFA. When a shareholder’s participation amounts to 20%, disclosure must include a statement of the strategy to which the acquisition or transfer applies, how many shares were acquired during the period of 12 months prior to disclosure and in what way these shares were acquired. Such disclosure is also required if an individual or entity acquires or transfers control (direct or indirect, de jure or de facto) of a company that holds 5% of the Corporation’s voting rights. The forms for such disclosure and additional explanation are available on the CBFA’s website (www.cbfa.be). The Company is required to make known to the public the business day following receipt of each disclosure about an increase or decrease in a shareholder’s ownership of the Company’s shares, and must report such disclosure in the notes to its annual accounts. Euronext Brussels will publish details of the disclosure. Violation of the disclosure requirement can results in suspension of voting rights, a court order to sell the shares to a third party and/or criminal liability. The CBFA may also impose administrative sanctions. 2.5.4 Regulations concerning obligatory disclosure of takeover and buy-out bids 2.5.4.1. Public takeover bid Each public takeover bid for the Company’s shares and other securities conveying the right to vote (such as any warrants or convertible debentures) is subject to the supervision of the CBFA. A public takeover bid must be made for all the Corporation’s shares conveying the right to vote and to all other securities giving their holders rights to a subscription for or acquisition of or conversion to securities conveying the right to vote. Prior to such a bid, the bidder must issue and distribute a Prospective approved by the CBFA. The bidder must also obtain the approval of the relevant competitive authorities when the law prescribes such approval for the takeover of the Company. The Belgian law on public takeover bids of 1 April 2007 (published in the Belgian Official Gazette of 26 April 2007), which took effect on 1 September 2007 pursuant to Royal Decree of 27 April 2007 on public takeover bids of (published in the Belgian Official Gazette of 25 May 2007), provides that an obligatory bid must be made if a natural person or a legal entity, alone or in combination with others, directly or indirectly holds more than 30% of shares with voting rights in a company with its registered office in Belgium and of which at least a portion of the shares with voting rights are traded on a regulated market or in a multilateral trading system referred to in a Royal Decree. The Belgian Law on public takeover bids further provides that another or additional threshold percentage for shares with voting rights can be determined by Royal Decree in order to take account of changes in financial markets and that, in such a case, transitional measures can be taken. The simple exceeding of the applicable threshold value will bring about an obligatory bid, without regard for prices paid in the relevant acquisition being greater than the market price. Article 74 of the Belgian law on public takeover bids provides for an exemption to the

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obligatory takeover bid for persons who either alone or in combination with others, as of the effective date of the provision containing such a bid requirement, hold at least 30% of the shares with voting rights on condition that proper disclosure of this shareholding was made to the CBFA within 120 business days after the effective date of the provision containing such a bid requirement. There are various provisions with Belgian company law and a few other provisions within Belgian law, such as the requirement on disclosure of large shareholdings (see sub section 2.5.3) and merger controls, that possibly could apply to the Company and that make difficult a hostile takeover, merger, change in the Board, or other change in control over the Company. These provisions could discourage certain potential takeover attempts that some Shareholders may think in their interest, and could have a negative effect on the Corporation’s share price. These provisions could also result in removing the opportunity for Shareholders to sell their shares at a premium. Normally, the authority for the Board of Directors to increase the Company’s authorized capital in cash with restriction or cancellation of the pre-emptive right of existing Shareholders is suspended upon the CBFA’s announcement to the Company of a public takeover bid for the Company’s shares. The General meeting can however authorize the Board of Directors to increase capital by issuing shares in an amount no more than 10% of the Company’s existing shares at the moment of the public takeover bid. The Board of Directors has received such authority from the Corporation (see also Section 2.5.2.7. Preferential Right). 2.5.4.2. Sell-out If ,in accordance with Article 513 of the Belgian Company Code on public takeover bids, pursuant to a public offer or the reopening thereof, holds 95% of the capital to which voting rights are connected and 95% of the securities that provide voting rights , each holder of securities can request the acquisition of their securities at the bid price, on the condition that the bidder, through accepting the bid, has acquired securities that present at least 90% of the capital covered by the bid and to which voting rights are attached. For the implementation of the 1e section of Article 513, the securities in the possession of the holder of securities who decide in consultation, are put on a par with the securites the bidder himself holds. If the 1e section is applicable, the holders of securities concerned must notify the bidder or the person appointed by him by registered mail, within 3 months after the period of acceptance of the bid, with their request for acquisition of their shares at the bid price. The CBFA will be notified by the bidder about the requests, including the purchases and the price. 2.5.4.3 Squeeze-out If, in accordance with Article 513 of the Belgian Company Code on public takeover bids, pursuant to a public offer or the reopening thereof, holds 95% of the capital to which voting rights are connected and 95% of the securities that provide voting rights, each holder of securities can request the acquisition of their shares at the bid price, on the condition that the bidder, through accepting the bid, has acquired securities that present at least 90% of the capital covered by the bid and to which voting rights are bound. For the implementation of the 1e section of Article 513, the shares in the possession of the persons who decide in consultation, are put on a par with the securities the bidder himself holds. 2.5.5 Belgian tax system The following is a general summary of the Belgian tax treatment of the acquisition, ownership and disposal of Shares in the Issuer. It is based on Belgian tax law regulations and administrative interpretations in effect on the date of this Prospectus. Any changes to Belgian tax law, regulations and administrative interpretations, including changes that could have a retrospective effect may influence the validity of this summary. The following summary does not take into account or discuss the tax laws of any other country than Belgium. Neither are the individual circumstances of each investor taken into account in the summary. Prospective investors should consult their own advisors as to the Belgian and foreign tax consequences of the acquisition of ownership and disposal of the shares. For the purposes of this summary, a Belgian resident is: (i) an individual subject to Belgian personal income tax, i.e. an individual whose domicile is in Belgium or whose “seat of wealth” (zetel van fortuin) is in Belgium, or a person assimilated to a Belgian resident (a Belgian Resident Individual); (ii) a company subject to Belgian corporate income tax, i.e. a company that has its registered office, its main establishment or its effective place of management in Belgium, (a Belgian Resident Company); or (iii) a legal entity subject to Belgian tax on legal entities, i.e. a legal entity other than a company subject to

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corporate income tax, that has its registered office, its main establishment or its effective place of management in Belgium (a Belgian Resident Legal Entity). For the purposes of this summary, a Belgian non-resident is any person who is not a Belgian resident.

2.5.5.1. Dividends

For Belgian income tax purposes, the gross amount of all distributions made by the Issuer to its Shareholders will be taxed as a dividend distribution. By way of exception, the repayment of capital carried out in accordance with the Belgian Company Code is not treated as a dividend distribution to the extent that such repayment is imputed on “fiscal” capital. In principle, this “fiscal” capital includes the actual paid-up capital and, subject to certain conditions, the paid issue premiums and the amounts subscribed to at the time of issue of profit sharing certificates. Normally 25% withholding tax is owed on dividends in Belgium. Under certain circumstances the rate for certain qualifying shares (VVPR shares) will be reduced from 25% to 15%. The New Shares will benefit from the 15% withholding tax since the Issuer has decided to issue VVPR strips in relation to these New Shares. In case of an acquisition of own Shares, the purchase price (after deduction of the part of the revalorised paid up capital represented by the Shares redeemed) will be treated as a dividend which, in certain circumstances, may be subject to Belgian withholding tax of 10% unless this acquisition is carried out on a stock exchange and meets certain conditions. In the event of liquidation of the Issuer, a withholding tax of 10% will be levied on any distributed amount exceeding the fully paid up fiscal capital.

Belgian Resident Individuals and Belgian Resident Legal Entities

For Belgian Resident Individuals and Belgian Resident Legal Entities, Belgian withholding tax generally constitutes the final tax in Belgium on their dividend income and the dividends do not have to be reported in their annual income tax return. If a Belgian Resident Individual elects to report the dividend income in his or her personal income tax return, then this income will be taxed at the special rate of 25% (or 15% for New Shares with VVPR strips) or at the progressive rate of personal income tax applicable to the tax payer’s overall declared income, whichever rate is lower. In both cases, the amount of income tax to be paid will be increased by local surcharges (which vary as a rule from 6% to 9% of the individual’s income tax liability). In both cases the Belgian withholding tax paid can be credited against the final income tax liability of the investor, and this amount may also be refunded to the extent it exceeds the final income tax liability, provided that the dividend distribution does not entail a reduction in value of, or capital loss on, the Shares. The reduction in value/capital loss restriction is not applicable if the Belgian individual shows that he had full ownership of the Shares during an uninterrupted period of twelve months prior to the attribution of the dividends.

Belgian resident companies

Corporate income tax

For Belgian resident companies, the gross dividend income (including the withholding tax) is normally taxable at (currently) 33.99%. In certain circumstances lower tax rates may apply (i.e. for SMEs which meet certain conditions). However, in principle, 95% of the gross dividend received can (although subject to certain limitations) be deducted from the taxable income (“definitive taxed income (DTI) deduction”), provided that at the time of a dividend payment or attribution : (1) the Belgian Resident Company holds Shares in the capital of the Issuer for at least 10% or with an acquisition value of at least EUR 1,200,000, (2) the Shares qualify and are recorded as a “fixed financial assets” under Belgian GAAP (Generally Accepted Accounting Principles); and (3) the Shares were in full ownership or were held for an uninterrupted period of at least one year. Condition (1) is not applicable to dividends received by credit institutions referred to in Article 56 §1 of the Belgian Income Tax Code 1992 (“ITC 1992”) by insurance companies referred to in Article 56, §2.2° of the ITC 1992 and by broker dealers referred to in Article 47 of the Law of 6 April 1995. Conditions

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(1), (2) and (3) are not applicable to dividends received by investment companies as defined in Article 2.5°, f of the ITC 1992.

Withholding tax

In principle, the withholding tax may be offset against the corporate income tax and be reimbursable to the extent that it exceeds the corporate income tax payable, provided that: (i) the tax payer is the full legal owner of the shares at the time of payment or attribution of the shares; and (ii) the dividend distribution does not give rise to a write-off or a capital loss on the Shares. Condition (ii) is not applicable if the investor proves that it has been the full legal owner of the Shares for an uninterrupted period of twelve months prior to the attribution of the dividends or if, during this period, the Shares have never belonged to a tax payer other than a resident company or a non-resident company holding shares through a permanent establishment in Belgium. No withholding tax will be due on dividends which are paid to a Belgian Resident Company if at the time of distribution of the dividend, the Belgian Resident Company has owned at least 15% of the Shares for an uninterrupted period of at least one year, and, subject to certain formalities. For those investors who have held the minimum participation in the Issuer for less than one year, the Issuer will retain an amount equal to the withholding tax. If the investor certifies its resident status and the date on which it acquired the shareholding, the Issuer will not transfer this amount to the Belgian Treasury. As soon as the investor has owned the shares for one year, the Issuer will pay the withheld amount to it. Note that the 15% minimum participation requirement will be reduced to 10% for dividends attributed or paid after 1 January 2009.

Belgian non-residents

If the Shares are held by a non-resident in relation to a company in Belgium, the non-resident must report any dividends received, which will be subject to non-resident individual or corporate income tax. For non-resident companies the DTI deduction applies under the same conditions as for Belgian resident companies. In principle, the withholding tax may be offset against non-resident individual or corporate income tax and is reimbursable to the extent that it exceeds the actual tax payable, provided that the dividend distribution does not give rise to a write-off or a capital loss on the shares. This condition is not applicable if (i) the non-resident individual or the non-resident company can prove that he/it has been the full legal owner of the Shares for an uninterrupted period of twelve months prior to the attribution of the dividends, or (ii), if during that period, with regard to non-resident companies only, the Shares have never belonged to a tax payer other than a resident company or a non-resident company holding shares through a permanent establishment in Belgium. With regard to non-resident individual investors who acquire the Shares for professional purposes or non-resident companies, the tax payer must fully own the Shares at the time that the dividends are made available for payment or attributed in order for the withholding tax to be creditable against non-resident individual or corporate income tax. A non-resident shareholder, who does not hold Shares through a permanent establishment in Belgium, will not be subject to any Belgian income tax other than the dividend withholding tax, which usually constitutes the only and final Belgian income tax due. Exemption from withholding tax on Belgian dividends is available to: (1) European Union resident companies that qualify under the EU Parent-Subsidiary Directive 90/435/EEC of the Council of 23 July 1990 as amended by Directive 2003/123/EC on 22 December 2003; and (2) certain qualifying companies that are subject to corporate tax or a similar tax and that are tax resident of a State with which Belgium has concluded a double tax treaty and with which Belgium has agreed terms for the exchange of information necessary to enable the respective enforcement of each State’s tax laws; provided that they have owned at least a 15% interest in the Issuer (10% after 1 January 2009) for an uninterrupted period of at least one year and subject to certain formalities. A shareholder that holds an interest in the Issuer of 15% or more, but that has not held such interest for the minimum one year period at the time the dividends are attributed, may benefit from the exemption if

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it undertakes to continue to hold the Shares until the period of one year has expired and to notify the Issuer immediately if the one year period has expired or if its shareholding falls below 15%. The Issuer will hold an amount equal to the withholding tax until the end of the one-year holding period and will then either pay it back to the shareholder or to the Belgian Treasury, as appropriate. If no exemption is available under Belgian domestic tax law, the Belgian dividend withholding tax may be reduced for investors who are non-residents pursuant to the treaties for the avoidance of double taxation concluded between the Belgian State and the state of residence of the non-resident shareholder. Belgium has concluded tax treaties with more than 80 countries, reducing the dividend withholding tax rate to 15%, 10%, 5% or 0% for residents of those countries, depending on terms and conditions relating to the significance of the shareholding and certain identification formalities. Prospective Shareholders should consult their own tax advisors to determine whether they qualify for a reduction in the withholding tax rate and, if so, the procedural requirements for obtaining such a reduction or claiming any reimbursement.

2.5.5.2. Capital gains and losses

Belgian Resident Individuals and Belgian Resident Legal Entities

Belgian Resident Individuals and Belgian Resident Legal Entities are generally not subject to Belgian income tax on capital gains realised upon the sale, exchange or other transfer of Shares. However: • capital gains realised by a private individual are taxable at 33% (plus local surcharges) if these gains are the result of speculation or if they cannot be characterised as being the result of normal management of a private estate; and • capital gains realised by a Belgian Resident Individual or a Belgium resident legal entity upon the transfer of Shares belonging to a substantial shareholding of 25% of more in the Issuer, to certain non-resident companies or legal entities are taxable at 16.5% (plus local surcharges). However, if this gain is realised upon a sale to a resident of the European Economic Area, it will not be taxed. The European Court of Justice ruled on 8 June 2004 that the Belgian legal provision stipulating that such gain is taxable, is incompatible with the free movement of capital and the freedom of establishment set forth in the EC Treaty. The Belgian tax authorities have announced that they will comply with the ECJ decision. Any losses suffered by private Belgian Resident Individuals upon the disposal of the Shares are generally not tax deductible. However, losses from speculative transactions or transactions outside the framework of normal management are, in principle, tax deductible from the income received pursuant to similar transactions. Belgian Resident Individuals who hold shares for professional purposes are taxed at the ordinary progressive income tax rates increased by the applicable local surcharges on any capital gains realised upon the disposal of Shares. If the Shares were held for at least five years prior to such disposal, the capital gains tax would be levied at a reduced rate of 16.5%. Losses on Shares realised by such an investor are tax deductible. Losses incurred by a Belgian Resident Legal Entity upon disposal of Shares are generally not tax deductible.

Belgian resident companies

Belgian resident companies are generally not subject to Belgian income tax on capital gains realised from the sale, exchange or other transfer of Shares. Capital losses realised upon the sale, exchange, redemption or other transfer of Shares are in principle not tax deductible under Belgian tax law, except possibly at the time of liquidation up to the amount of the fiscal capital represented by those Shares.

Non-residents

Non-residents are generally not taxable on capital gains realised upon the sale, exchange or other transfer of Shares. Capital losses are generally not tax deductible under Belgian tax law. Non-resident companies holding Shares through a permanent establishment in Belgium are generally subject to the same regime as Belgian resident companies.

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A non-resident company which does not hold Shares through a permanent establishment in Belgium, will generally not be subject to Belgian income tax on capital gains realised upon the sale, exchange or other transfer of Shares.

2.5.5.3. Tax on stock exchange activities

The purchase and sale and any other acquisition or transfer for consideration of the Existing Shares (secondary market) in Belgium through a “professional intermediary” is subject to the tax on stock exchange transactions, currently at 0.17% of the purchase price, capped at EUR 500 per transaction and per party.

Upon the issue of the New Shares (primary market), no tax on stock exchange transactions is due. In any event, no tax is owed on stock exchange transactions by (i) professional intermediaries within the meaning of Articles 2, 9º and 10º of the Law of 2 August 2002 acting for their own account; (ii) insurance undertakings within the meaning of Article 2 §1 of the Law of 9 July 1975 acting for their own account. (iii) professional retirement institutions referred to in Article 2, 1º of the Law of 27 October 2006 concerning the supervision on institutions for occupational pensions acting for their own account, (iv) collective investment institutions acting for their own account; and (v) non-residents (provided they submit a certificate certifying their non-residency in Belgium).

2.6. ADMISSION TO TRADING AND TRADING PROVISIONS

2.6.1. Admission to trading The Pre-emptive rights (coupon no. 4) will be discontinued on 26 October 2007 after the stock exchange closes and will be tradable on Eurolist by Euronext Brussels during the Subscription Period, i.e. from 29 October until 12 November 2007. The Existing Shares will therefore be traded ex coupon from 29 October 2007. An application will be made for the tradability of the New Shares on the regulated market Eurolist by Euronext Brussels. The New Shares will be listed with ISIN code BE0003765790. An application has been filed for official listing of all VVPR Strips of the Company on the Eurolist by Euronext Brussels. The VVPR Strips are expected to be listed on the Eurolist by Euronext Brussels under the international code number BE0005618898 and symbol PINS. 2.6.2. Listing location The Shares shall be listed on the regulated market Eurolist by Euronext Brussels. 2.6.3. Simultaneous applications for listing An application to allow trading of G&L Shares and of 1,682,368 Shares issued as part of a private placement on 26 October 2006 on Euronext by Eurolist of Euronext Brussels was filed simultaneously with the application to list the New Shares. 2.6.4. Liquidity contract Pinguin has concluded a liquidity contract with Petercam. Within the framework of this contract, Petercam provides the following services: financial analysis of the company and its stock exchange achievements, proposals and distribution of its comments and conclusions, supervision of the movements in the market and, if necessary, intervention in market

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transactions, as buyer or seller of Pinguin securities, the latter in order to realize that under normal circumstances sufficient liquidity can be maintained. 2.6.5. Stabilisation – Interventions on the market Not applicable.

2.7. HOLDERS OF SHARES WHO WISH TO SELL THEM

Not applicable.

2.8. EXPENSES RELATED TO THE ISSUE AND/OR TO THE OFFERING

If the Offering is subscribed to for the maximum amount, the gross proceeds of the Offering (the Issue price multiplied by the number of New Shares) will be a maximum of EUR 46 million. The gross proceeds of the G&L Shares consist of EUR 19,999,990. The costs related to this Prospectus (and the private placements and the Offering referred to in it) have been estimated at EUR 1 million and include among other things the owed reimbursements to CBFA and Euronext Brussels, the reimbursement of the financial intermediaries, costs for printing and translating the Prospectus, legal and administrative and publication costs. The remuneration for the Joint Lead Managers has been determined at EUR 650,000. The net proceeds of the Offering and the G&L Shares may therefore be estimated at a maximum of EUR 65 million.

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2.9. DILUTION

Amount and percentage of dilution which immediately results from the private placement of G&L Shares

The influence of the private placement of G&L Shares on a shareholder’s participation in the capital after the private placement on 26 October 2006 is shown in the table here below.

Shareholder structure after capital increase of 26/10/2006

Shareholder structure after private placement G& L Shares


of shares

% based on total number

of shares (fully

diluted)


of shares

% based on total

number of shares (fully

diluted)

STAK Pinguin 3,411,367 51.10% 50.79% 3,411,367 43.44% 43.22%



Lur Berri 653,986 9.80% 9.74% 653,986 8.33% 8.29%


Primco 116,462 1.74% 1.73% 116,462 1.48% 1.48%

SILL 90,197 1.35% 1.34% 90,197 1.15% 1.14%

Employees 55,234 0.83% 0.82% 55,234 0.70% 0.70%

Volys Star 30,028 0.45% 0.45% 30,028 0.38% 0.38%

Vijverbos NV 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Demafin BVBA 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Kofa BVBA 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Public 1,228,152 18.40% 18.29% 1,228,152 15.64% 15.56%

TOTAL 6,676,085 100.00% 99.40% 7,852,555 100.00% 99.49%

Warrants private investor6 40,356 0.60% 40,356 0.51%

TOTAL (fully diluted) 6,716,441 100.00% 7,892,911 100.00%

7 These warrants had not yet been exercised at the time this Prospectus was approved.

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Repercussions of the issue of the G&L Shares on the Existing Shareholders The repercussions of the private placement of G&L Shares on an Existing Shareholder who owns 1% of the authorised capital of the company before issue are shown here below:

Participation in the capital in % based on total number of shares, fully diluted.

Before issue of 1,176,470 G& L Shares 1.00% After issue of 1,176,470 G& L Shares 0.85%

Repercussions of the issue of the New Shares on the Existing Shareholders The repercussions of the Offering for an Existing Shareholder who owns 1% of the authorised capital of the Company before the private issue of G&L Shares and who exercises his preferential right follow hereafter: The calculation is carried out based on the number of shares representing the authorised capital for the private placement of the G&L Shares, a private placement of 1,176,470 G&L Shares and hypothetically, of 2,705,882 New Shares (based on a price per Share of EUR 17.00, and a capital increase of EUR 46 million). Considering that the G&L Shares have not yet been created, the dilution as a result of the issue of the G&L shares shall be less for the Existing Shareholder who exercises his preferential right.

Participation in the capital in % based on total number of shares, fully diluted.

Before issue of 1,176,470 G& L Shares 1.00% After issue of 1,176,470 G& L Shares 0.85% After issue of 1,176,470 G&L Shares and New Shares provided pre-emptive right is exercised.

0.89%

The repercussions of the Offering for an Existing Shareholder who owns 1% of the authorised capital in the Company before the private placement of G&L Shares and who does not exercise his preferential right follow hereafter: The calculation is made based on the same assumptions as the calculation here above.

Participation in the capital in % based on the total number of shares completely diluted

Before issue of 1,176,470 G& L Shares 1.00% After issue of 1,176,470 G& L Shares 0.85% After issue of 1,176,470 G&L Shares and New Share without exercising preferential right.

0.63%

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3. GENERAL INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

3.1. HISTORY AND KEY EVENTS IN THE DEVELOPMENT OF PINGUIN’S ACTIVITIES

Pinguin is foremost a specialist in vegetables that has made its goal to provide a range of high-quality vegetable solutions to various types of customers. The deep freeze process is the chief underlying production technology. The vegetable group has more than 2,000 product specifications that run the gamut from fresh frozen basic vegetables in all possible forms to culinary, easy to use, vegetable preparations (“Convenience Cuisine”). Pinguin was founded in 1968 in Westrozebeke. Following its pioneering stage, the company caught a new wave of vigor in 1990 when the new generation of the Dejonghe family took over its management and fundamentally changed its strategy. A decade of optimization, automation and modernization followed. A production oriented policy was transformed into one of customer orientation. To differentiate Pinguin clearly from its competitors, more and more was invested in quality assurance, customer care, and service. Pinguin also shifted its emphasis from volume production to greater quality and profitability. It first began production outside the Belgian home territory in 1996, in southern France (Ychoux), in a joint venture with the British company Fisher Frozen Foods and the French company Agralco. After that the southern France agricultural cooperative Lur Berri began to invest and Pinguin took over Fisher’s interest. This gave Pinguin NV a controlling interest of 52%. In 2003 the French joint venture was renamed Pinguin Aquitaine. In order to respond to new takeover opportunities, the Pinguin NV’s management decided in 1999 as first player in the sector to go to the Brussels stock market to raise capital for opportunities in the sector in Belgium. That operation created a new dynamic within Pinguin and led to a sensible increase in the level of investment in new infrastructure in the years that followed. In early 2000, Pinguin acquired VDI in order to create a platform for an expansion in “chilled fresh” vegetables as an addition to the line of “fresh frozen” vegetables. Rather than expanding its own production capacity, the Pinguin Group made a strategic decision to take over Bio de Bergerac, a niche player in organic vegetables that had a production location in south-west France. With the takeover of Euragra in Brittany (St. Devy) in June 2002, the company added vegetable purees, soups, and sauces in mini-tablet form to its “Convenience Cuisine” line, as complementary products and components for new dishes and preparations with greater added value. The next step in further internationalization came when Albert Fisher Ltd was declared bankrupt in May of 2002, and Pinguin took over the assets of the Fisher Frozen Foods unit. Its production unit in Kings Lynn (United Kingdom) became the registered office of Pinguin Foods UK. After the original expansion phase, the company went through a difficult period in which a number of locations were closed or scaled down. Because of VDI’s limited size, no benefits of scale could be created in order to reach profitability. Therefore, the decision was made in December 2005 to end these activities in chilled fresh vegetables. The supply of organic vegetables was in general insufficiently stable to achieve profitability, so therefore Pinguin reduced its investment in Bio de Bergerac to 6%. In 2005 Euragra was liquidated and production equipment transferred to Westrozebeke.

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The takeover of Pinguin Foods UK did not make the anticipated positive contribution, and even produced heavy losses. New measures were required, as a result of which Pinguin UK was completely restructured in 2006 so that all logistics management was taken in house. These measures resulted in Pinguin Foods UK once again making a positive contribution to group profits starting in the 2006-2007 financial year. To improve the profitability of Pinguin Aquitaine, it was decided to expand its capacity and to process peas and beans in addition to corn and carrots. A representation office was also opened in Shangai in order to further map out the Chinese and Asian markets. In 2007 it was decided once again to expand capacity in the United Kingdom in order to gain sufficient critical and profitable ground more quickly. As a result, on 1 June 2007 Pinguin decided to take over certain activities and assets of Padley Vegetables. In the last financial year closed, Padley Vegetables realized sales on the English market of approximately EUR 31.2 million with some two hundred employees. Pinguin then reached agreement on 26 June 2007 with the Van den Broeke Family for the purchase of all shares in the Lutosa Group. This transaction was completed on 28 September 2007. Pinguin took a great step forward with this acquisition that expanded its line with frozen potato products. Lutosa’s competence in agronomy, production, technology, R&D and its extensive commercial network further strengthened the Pinguin organization. Pinguin reached agreement on 17 August 2007 to take over certain activities of Christian Salvesen Foods, a segment of Christian Salvesen plc., comprising storage facilities, machinery, employees, stock and contracts for a total price of EUR 26.7 million. The takeover was finalized on 10 September 2007.

3.2. GENERAL INFORMATION

3.2.1. Corporate name The Corporation is named Pinguin. 3.2.2. Registered office The Corporation’s registered office is in Romenstraat 3, 8840 Westrozebeke (Staden), Belgium. Telephone: 057/48.72.22. The Board of Directors is authorized to move the registered office to any other place in Belgium. The transfer of the registered office will be made public by the Board of Directors in the Annexes of the Belgian Official Gazette. The Company may, by resolution of the Board of Directors, set up branch offices, managing offices, subsidiaries, and agencies at any place in Belgium and abroad. 3.2.3. Founding, amending the bylaws and term The Corporation was founded on 16 May 1968 in accordance with a deed published in the Annexes of the Belgian Official Gazette of 30 May 1968 under number 1303-14. The bylaws have been amended on numerous occasions and most recently by the Extraordinary General Shareholder’s Meeting 4 October 2007. The Corporation was founded for an indefinite term.

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3.2.4. Register of Legal Entities Pinguin is registered in the Register of Legal Entities under number BE-0402.777.157 3.2.5. Legal Form Pinguin is an NV, a public company with limited liability under the laws of Belgium. It has the capacity of a corporation that makes a public request for savings. 3.2.6. Financial Year The financial year for 2006-2007 now closed runs from 1 July 2006 through 30 June 2007. It was decided at the Extraordinary General Shareholder’s Meeting of 4 October 2007 that the current financial year 2007 will run from 1 July 2007 through 31 December 2007 and that subsequent financial years will run from 1 January through 31 December. 3.2.7. Corporate purpose Article 3 of the bylaws reads as follows: “The Company has as its purpose, in Belgium and abroad, the purchase, sale, wholesale and retail and manufacture of any type of food product, household products including the freezing, canning, and treatment for storage of these goods and products, as well as the renting of deep freezers to third parties. The purchase, sale, wholesale and retail, import and export of all seeds and the performance of agricultural work for third parties. The Company may acquire, lease or let for lease, manufacture, transfer or trade in all moveable or real property, equipment and required materials, and in general conduct all commercial industrial or financial transactions related directly or indirectly to its purpose, including subcontracting in general and the exploitation of all intellectual rights and industrial or commercial possessions related thereunto. It may acquire any moveable property as investments, even if these are neither directly nor indirectly related to its purpose. The Company may exercise the management and supervision and control of all related companies with which there exists some association through investment, and may make loans of any form and term to the latter. It may take a participation in all present or future corporations or companies in Belgium and abroad, the corporate purpose of which is identical, similar, or related to its own or is of such a nature as to promote its own goal, whether through contribution in cash or kind, merger, subscription, participation, financial mediation, or in some other manner. This list is exemplary and non limitative. The Company can, furthermore, undertake everything that directly or indirectly can contribute to the realization of its purposes in the broadest sense.”

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3.3. GROUP STRUCTURE

Figure 1: The Pinguin Group (after acquisition of the Lutosa Group)

Source: Pinguin

3.4. THE COMPANY’S CAPITAL

3.4.1. Authorized capital Following the private placement of 26 October 2006, the Company’s issued authorized capital amounts to EUR 48,935,855.95. It is represented by 6,676,085 fully paid-in shares of no par value, each representing an equal share of the capital. 3.4.2. Authorized share capital Pursuant to article 7 of the Company’s bylaws, for a period of 5 years from the date of publication of the deed containing the amendment of the bylaws of 4 October 2007, the Board of Directors can increase the issued capital one or more times to an amount no greater than EUR 60 million, under the suspensive condition of the determination of the realisation of the capital increase, as decided by the Extraordinary General Shareholder’s Meeting. The Board of Directors’ authorization can be renewed in accordance with the provisions of law. This capital increase can be made in accordance with terms and conditions set by the Board of Directors, such as, for example, through contributions in cash or in kind within legal limits, as well as through the conversion of reserves, issue premiums, revaluation reserves and transferred profits, with or without the issue of new shares with or without voting rights or through the issue of warrants or of debt securities to which warrants or other securities are attached, or other securities, such as shares in the framework of a share option plan. A unanimous vote of all directors is required for a capital increase through in kind contribution. When increasing issued authorized capital within the limits of authorized share capital, the Board of Directors has the authority to request an issue premium. If the Board of Directors so decides, this issue premium must be booked to a blocked reserve account that can be reduced or removed from the books only by resolution of the General Meeting taken in a manner required for the amendment of the bylaws. The Board of Directors is authorized, in the framework of the authorized share capital, to restrict or end the preferential rights accorded Shareholders by law in the interest of the Company, provided that the provisions in article 595 et seq. of the Company Code are observed. The Board of Directors can do this

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also in favour of one or more private persons, even if they are not employees of the Company or its subsidiaries. In the absence of the General Meeting’s express authorization of the Board of Directors, from the date of the CBFA’s notification to the Corporation of a public takeover bid for the shares of the Company, the authority of the Board of Directors to increase issued capital by cash contribution with specific cancellation or restriction of the preferential rights of Existing Shareholders or contributions in kind is suspended. This authority takes effect once again immediately upon the conclusion of such a takeover bid. The Extraordinary General Shareholder’s Meeting of 4 October 2007 did, however, expressly grant the Board of Directors the authority to increase issued capital in one or more exercises from the date of the CBFA’s notification to the Company of a public takeover bid for the shares of the Company, and the authority to increase issued capital by cash contribution with specific cancellation or restriction of the preferential rights of Existing Shareholders or contributions in kind, in accordance with article 607, 2°, of the Company Code. This authority was granted for a period of three years from the date of the publication of the determination of the realisation of the capital increase, as decided by the Extraordinary General Shareholder’s Meeting of 4 October 2007, and can be renewed. The Board of Directors is authorized, with the power of substitution, to amend the Company’s bylaws to bring them into agreement with the capital increase decided within the framework of its authority. In the convocation for the Extraordinary General Shareholders’ Meeting of 9 November 2007, which was published on 16 October 2007 in accordance with Article 533 of the Company Code, the General Meeting is asked to clarify the provisions in the bylaws related to the permitted capital, and to confirm that the Board of Directors is also authorised to incorporate issue premiums into the capital in the event of a capital increase related to the authorised capital. 3.4.3. Adjustments to capital Since going public in 1999, Pinguin has adjusted the Company’s authorized capital as depicted below : Date Amount

of the operation (in EUR x 1,000)

Issued capital (in EUR x 1,000)

Nature of the operation Number of shares created

Number of outstanding shares

17/6/1999 16,113 20,435 Capital increase in cash in the framework of a public offer (IPO)

619,734 2,123,596

17/6/1999 122 20,557 Capital increase in cash in the framework of of the Employee tranche

5,880 2,129,476

6/6/2002 1,560 22,117 Capital increase through private placement underwritten by Lur Berri and SILL

109,184 2,238,660

8/10/2004 14,999 37,117 Capital increase in cash in the framework of a secondary public offer (SPO)

1,764,705 4,003,365

25/11/2005 -8,213 28,904 Capital decrease through settlement of losses incurred

0 4,003,365

25/11/2005 4,999 33,904 Capital increase through private placement underwritten by STAK Pinguin

692,520 4,695,885

10/05/2006

2,150 36,054 Capital increase through private placement underwritten by Lur Berri and Primco

297,832 4,993,717

10/05/2006 381 36,435 Capital increase 0 4,993,717

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through incorporation of issue premium

26/10/2006

12,499 48,935 Capital increase through private placement underwritten by STAK Pinguin, KBC Private Equity and Lur Berri

1,682,368 6,676,085

3.4.4. Shareholders The following table depicts a summary of Shareholders:

SHAREHOLDING AFTER CAPITAL INCREASE OF

26/10/2006

SHAREHOLDING AFTER PRIVATE PLACEMENT OF G&L

SHARES

Shares % based on total shares

% based on total shares

(fully diluted)

Shares % based on total shares

% based on total shares

(fully diluted)

STAK Pinguin 3,411,367 51.10% 50.79% 3,411,367 43.44% 43.22%



Lur Berri 653,986 9.80% 9.74% 653,986 8.33% 8.29%


Primco 116,462 1.74% 1.73% 116,462 1.48% 1.48%

SILL 90,197 1.35% 1.34% 90,197 1.15% 1.14%

Employees 55,234 0.83% 0.82% 55,234 0.70% 0.70%

Volys Star 30,028 0.45% 0.45% 30,028 0.38% 0.38%

Vijverbos NV 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Demafin BVBA 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Kofa BVBA 29,412 0.44% 0.44% 29,412 0.37% 0.37%

Public 1,228,152 18.40% 18.29% 1,228,152 15.64% 15.56%

TOTAL 6,676,085 100.00% 99.40% 7,852,555 100.00% 99.49%

Warrants private investor7 40,356 0.60% 40,356 0.51%

TOTAL (fully diluted) 6,716,441 100.00% 7,892,911 100.00% STAK is the Dutch Stichting in which the Hein and Veerle Deprez families, Tosalu (controlled by the Luc Desimpel family), and the Dejonghe family have placed their interests in Pinguin NV. Guy and Luc Van den Broeke are the selling Shareholders of the Lutosa Group who will be reinvesting a portion of the proceeds of the sale in Pinguin. KBC Private Equity NV is an investment fund that holds a direct interest in Pinguin NV. Mr. Jo Breech represents KBC Private Equity (in the Board of Directors) in his own name. Lur Berri is a French agricultural cooperative in the French Pyrennes and chief supplier of sweet corn to Pinguin Aquitaine. Lur Berri is also one of the two joint Shareholders in Pinguin Aquitaine SAS with Primco.

7 These warrants were not yet exercised at the time this Prospectus was approved.

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Degroof Corporate Finance is an investment fund that keeps a direct interest in Pinguin since the listing of Pinguin on the Brussels stock exchange in 1999. Degroof Corporate Finance does not have a director’s mandate in Pinguin NV. Primco, is a French agricultural cooperative in the south-west of France. Primco is the chief supplier of carrots to Pinguin Aquitaine SAS. In addition to a direct interest in Pinguin NV, Primco is also one of the two joint Shareholders in Pinguin Aquitaine SAS, with Lur Berri. Sill was Pinguin’s French partner that financed the takeover of the French Euragra through an investment in D’lis. Volys Star NV is the partner that founded, with Pinguin NV, the company D’lis. D’lis NV was involved in the commercialization of the preparation of ready-to-eat frozen meals. D’Lis was divided into Pinguin Ieper and Pinguin R&D, after which the assets of Pinguin R&D were sold to Pinguin. Ultimately, D’Lis was liquidated on 24 June 2005. The D’lis brand name was sold. Vijverbos NV is a management company with Mr Herwig Dejonghe as its permanent representative. Vijverbos NV holds both direct and indirect interest in Pinguin through its shareholding in the Stichting. Demafin is the management company with Mr Jan Dejonghe as its permanent representative, and was the previous CFO of Pinguin. The contract with Demafin was terminated in May 2006. Kofa NV is a management company with Mr Koen Dejonghe as its permanent representative. Kofa NV holds both direct and indirect interest in Pinguin through its shareholding in the Foundation. 3.4.5. Identification of the holding company that acquired control de jure of Pinguin NV Food Invest International NV is a public limited liability corporation under the laws of Belgium. It has its registered office at 2860 Sint-Katelijne-Waver, Drevendaal 1, registered in the register of legal entities of the Crossroads Bank for Enterprises under company number 0446.729.738, previously registered in the Mechelen Commercial Register under number 80.184, and with VAT number BE-0446.729.738. It was founded by notaries deed before Civil Law Notary Paul Lammens, with office at Melsele, on 27 February 1992, of which the memorandum of incorporation was published in the Annexes of the Government Gazette of 19 March 1992 under number 92.03.19-179. Food Invest International NV’s corporate purpose is: Either for its own account or the account of others or through investment of any type in Belgium or abroad: 1. Provide services and recommendations in the broadest sense of the word to the liberal professions, companies and businesses of any nature, including in the areas of administration, management, organization, promotion, and information; 2. Hold the position of director, manager, or authorized representative in companies and corporations; 3. Take and manage interests and investments in companies and corporations; 4. The acquisition, alienation, and management of investments of all sorts, both moveables and real; 5. The import, export, processing, and trade of all consumer goods, semi finished and raw materials; The Company can, furthermore, undertake everything that directly or indirectly can contribute to the realization of its corporate purpose in the broadest sense. It may invest directly or indirectly in all present or future corporations or companies in Belgium and abroad which have an equivalent corporate purpose or an intrinsic relationship with its own. The Company is managed by a board of directors comprising the following physical or legal persons: (a) Mr. Hein Deprez, delegated director; (b) Mrs. Veerle Deprez, director; and, (c) Marc Ooms BVBA, a corporation under the law of Belgium with its registered office in the Gent Court District at 9000 Gent, Hofbouwlaan 3, registered in the register of legal entities of the Crossroad Bank of Enterprises under number 0478.085.581, previously registered in the Brussels Commercial

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Register under number 121.783, and with VAT number BE-0478.085.581, represented by Mr. Marc Ooms in his capacity as its permanent representative pursuant to article 61, § 1, of the Company Code. Since the transactions of 30 August 2007 the shares are held directly by the family of Hein Deprez and the family of Veerle Deprez, as follows: (a) Management Deprez BVBA: 47 of the total of 763 shares, being 6.16% of the share capital; (b) Deprez Invest NV: 1 of the total of 763 shares, being 0.13% of the share capital; and (c) Extremax NV: 715 of the total of 763 shares, being 93.71% of the share capital. Management Deprez BVBA is controlled exclusively by the Veerle Deprez family. Deprez Invest NV and Extremax NV are controlled exclusively by the Hein Deprez family. This means that the Hein Deprez family has, indirectly, sole control of Food Invest International NV. 3.4.6. Voting rights of key Shareholders All Shareholders have the same voting rights. Each Share has 1 vote. 3.4.7. Shareholder agreements A number of agreements have been concluded between the controlling Shareholders and other Shareholders and holders of bonds: Volys Star/SILL Shares held by Volys Star NV and SILL SA are subject to the following restrictions on transfer:

- Pre-emptive right in favour of Pinguin Invest NV through 31 December 2013; - Volys Star NV and SILL SA have through 31 December 2013 a tag-along right if the controlling

Shareholders (=STAK Pinguin & the Dejonghe family) offer all or the majority of their shares to a third party;

- Volys Star NV is the partner that founded D’lis with Pinguin NV. D’lis NV was active in the assembly of ready-to-eat meals. Pinguin no longer holds any shares in D’lis NV;

- Sill was Pinguin’s French partner that co-financed the takeover of the French Euragra through an investment in D’lis.

Lur Berri Lur Berri is a French Agricultural Cooperative. The shares held by Lur Berri are subject to the following restrictions on transfer:

- Pre-emptive right in favour of Pinguin Invest NV through 31 December 2013; - Lur Berri has through 31 December 2013 a tag-along right if the controlling Shareholders

(=STAK Pinguin & the Dejonghe family) offer all or the majority of their shares to a third party; - An anti-dilution clause is included in the shareholder agreement with Lur Berri. To the degree

that if Lur Berri will not be able to exercise its Preferential Right to maintain its investment at its present level, there is provided:

o a re-determination of the Shareholders, or in absence of which; o a transfer of the Preferential Rights to Lur Berri by the controlling Shareholders or an

additional issue in favour of Lur Berri. KBC PE The shares held by KBC Private Equity are subject to the following restrictions on transfer:

- Pre-emptive right in favour of STAK; - KBC Private Equity has a tag-along right if the controlling Shareholders offer 15% or more of

their shares to third parties; - The STAK has a tag-along right if KBC Private Equity offers its shares to an industrial partner; - The agreement was valid initially for 5 years from 17 September 2003 and will be tacitly

renewed for 5 years. In addition to a pre-emptive right and a right of resale, the following agreements were also concluded regarding Pinguin’s board:

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(a) Composition of the Board of Directors: four directors will be appointed from a list of candidates proposed by the STAK, two directors will be appointed from a list of candidates proposed by Pinguin NV’s institutional Shareholders, one director will be appointed from a list of candidates proposed by Fortis Private Equity Expansion Belgium NV, as long as Fortis Private Equity Expansion Belgium NV holds bonds or warrants for at least 5% of the shares of Pinguin NV (on a fully diluted basis), and one director will be appointed from a list of candidates proposed by KBC PE, as long as KBC PE NV holds 5% of the shares of Pinguin NV (on a fully diluted basis ), and three independent directors; (b) The Chairman of the Board of Directors will be elected from among the independent directors; (c) The Board of Directors will appoint an Audit Committee and a Nominations and Compensation Committee. The Nominations and Compensation Committee will include only independent directors. 3.4.8. Shares held by company in its own capital Article 12 of the bylaws provides for this as follows: “The General Meeting can resolve that the Company acquire shares in its own capital or can so acquire or hold these in accordance with article 620 of the Company Code. The Board of Directors is authorized, in accordance with the provisions of the Company Code, to acquire shares for the Company’s account when such acquisition is necessary to prevent the Corporation from suffering a serious and threatening loss. This authorization is granted for a period of three years from the date of publication of the resolution of the Extraordinary General Shareholder’s Meeting of 14 November 2005 in the Annexes to the Belgian Official Gazette. This authorization can be extended for periods of three years. The General Meeting of 14 November 2005 also granted the Board of Directors the authority in accordance with article 620 of the Company Code to acquire the maximum number of shares permitted by this Code, by purchase or exchange for a price equal to the price at which these shares are quoted on an exchange in the European Union at the moment of such purchase or exchange. This authorization is valid for a period of eighteen months from the date of this General Meeting and can be extended in accordance with article 620 of the Company Code. The Board of Directors can alienate shares of the Company that are included in the official listing of a regulated market located within a Member State of the European Union without the prior permission of the General Meeting. The Board of Directors is authorized to convert shares.” 3.4.9. Employee share option plans There are no employee share option plans at this time. 3.4.10. Bonds with warrants On 30 December 2002, 441,893 bonds with warrants were created in connection with the issue of a subordinated debenture loan in the amount of EUR 5,475,054.27, with a term of 6 years. At the time of the Prospectus, outstanding debt was EUR 2,419,000. Each warrant includes the subscription right to one new share. The following subscribers to the subordinated debenture loan received the following warrants in proportion to their share in the loan: ISEP NV: 363, 197 bonds / 363,197 warrants Gilbert Pieters: 40,356 bonds / 40,356 warrants Herwig Dejonghe: 6,054 bonds / 6,054 warrants Vijverbos NV: 14,125 bonds / 14,125 warrants Jan Dejonghe: 10,089 bonds / 10,089 warrants Demafin BVBA: 8,072 bonds / 8,072 warrants The loan has a term of 6 years. The Company will repay the principal of the subordinated debenture loan above par at 120% on the following due dates: - on the fourth anniversary of the date of subscription: per bond one third of principal, increased by an amount equal to 20% of the loan principal,

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- on the fifth anniversary of the date of subscription: per bond one third of principal, increased by an amount equal to 20% of the loan principal, - on the sixth anniversary of the date of subscription: per bond one third of principal, increased by an amount equal to 20% of the loan principal, A fixed rate of interest of 8% per annum will be paid on the balance of the debenture loan not yet repaid. The warrants can be exercised for a period of 5 years. The warrants can be exercised in whole or in part only twice each year: (i) either, on any working day during the period of 15 days from the date of the General Meeting and (ii) or, on any working day during the period of 15 days from the disclosure of the semi-annual results. The warrants may also be exercised (i) on the date of the company’s merger, division or public offer for sale, and (ii) on any working day during a period of 15 days prior to the fifth anniversary of their date of issue. The warrants expire on the fifth anniversary of their date of issue, namely 30 December 2007. Their exercise price is EUR 12.39, which is the average price of the Company’s shares during the thirty days prior to their date of issue. The warrants can be separated at any time from the bonds and are freely marketable. On 28 October 2004 Pinguin Invest purchased 363,197 warrants back from FPE (Fortis Private Equity Expansion NV) (previously ISEP) in the framework of an agreement to accelerated repayment of the subordinated debenture loan. The Dejonghe cousins in turn sold an option to purchase to Fortis Private Equity Expansion NV to purchase 232,000 existing shares in Pinguin NV. This option to purchase has an exercise price of EUR 10 per share and a term of 5 years that expires on 28 October 2009. This option was issued privately on shares in their possession. On 17 May 2005 Jan Dejonghe contributed both the 10,089 subordinated bonds and the 10,089 warrants that he held to the civil partnership Dejonghe-Provoost. On 18 August 2005 Herwig Dejonghe contributed both the 6,054 subordinated bonds and the 6,054 warrants that he held to the civil partnership Dejonghe-Dejonckheere. On 30 September 2005 the 232,000 shares in Pinguin NV for which Fortis Private Equity Expansion NV held the option to purchase, dated 28 October 2004, were converted into certficates in exchange for which the cousins Dejonghe received 232,000 certificates of shares in Pinguin NV issued by the Stichting Administratiekantoor Pinguin. As a result of this conversion to certificates, the option to purchase 232,000 existing shares of Pinguin NV was replaced on 30 September 2005 by an option to purchase 232,000 certificates for shares in Pinguin NV that was issued by Pinguin Invest NV, Herwig Dejonghe and Koen Dejonghe in favour of Fortis Private Equity Expansion NV. This option has an exercise price of EUR 10 per certificate for shares in Pinguin NV and a term that expires on 28 October 2009. This option was issued privately on certificates of shares in Pinguin NV in their possession. The 363,197 warrants held by Pinguin Invest NV, the 6,054 warrants held by the Burgerlijke Maatschap Dejonghe-Dejonckheere, the 14,125 warrants held by Vijverbos NV, the 10,089 warrants held by the Burgerlijke Maatschap Dejonghe-Provoost and the 8,072 warrants held by Demafin BVBA were voided on 30 September 2005. There remain only the 40,356 warrants held by a private investor. These warrants have not yet been exercised. The Company has no knowledge with respect to the possible exercising of these warrants.

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3.4.11. Share Price History The graph below depicts the Pinguin Share’s price history and volume traded since its initial public offering. The share’s offering price on 24 June 1999 was EUR 26. Just like the price per Share, the trading volume increased greatly last year. The Share closed at EUR 16.65 on 12 October 2007.

0

5

10

15

20

25

30

1999 2000 2001 2002 2003 2004 2005 2006 2007

Prijs (EUR)

0

20.000

40.000

60.000

80.000

100.000

120.000

140.000

160.000

180.000

200.000

Volume

Source: Bloomberg EUR 2003 2004 2005 2006 20078

Close 31/12 10.70 8.99 7.52 7.30 16.65

Low 9.79 6.76 6.90 6.40 7.21

High 13.96 11.57 9.10 7.90 18.47

Number of shares 2,238,660 4,003,365 4,695,885 6,676,085 6,676,085

Market cap. (mln EUR)

24.0 36.0 35.3 48.7 111.2

Average daily volume

126 879 2,809 1217 6,564

Source: Bloomberg

8 Period from January 2007 to 12 October 2007

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4. CORPORATE GOVERNANCE

4.1. BOARD OF DIRECTORS

4.1.1. General provisions concerning the Board of Directors The bylaws provide for a board of directors of up to 10 members. Members are appointed by the ordinary General Meeting. Their term of office runs up to 6 years, but can be renewed. There is no age limit for directors’ terms in office within Pinguin. A director’s term ends at the close of the annual meeting until which he was appointed. As long as the General Meeting does not provide for a vacancy, for whatever reason, the directors whose term expired, shall remain in their position. Directors may be reappointed at the end of their term. Directors can be dismissed at any time by the General Meeting. The Board of Directors determines the group’s strategy and provides for daily management through its members who are also part of the management team. The Board also provides for the appointment and compensation of managing directors (delegated directors). The directors’ annual remuneration is adopted by the Board of Directors at the recommendation of the Compensation Committee. The General Meeting ratifies directors’ remuneration. The Compensation Committee is created by the Board of Directors. The Board of Directors meets at least six times each year. Its decisions in principle are passed by a simple majority of votes cast. The Board of Directors has, however, provided an internal rule that requires a special majority for specific transactions or decisions. The Company is represented within and outside the law by one delegated director, who acts jointly with an independent director. The directors may not hold any position in other corporations that have a conflict of interest with the Pinguin group. Outside counsel at the Company’s requires the prior approval of the Board. The executive directors must provide the independent directors regularly with information on the Company’s state of affairs so that all directors have sufficient knowledge to be able to perform their duties. The daily management provides the members of the Board of Directors each month with statistical summaries, sales figures, and interim financial reports. In addition, regular reports are provided on market changes and the situation among the various subsidiaries. In addition to the chairman and the delegated director, who provides daily management, there are at least two independent directors to provide balance. This gives scope to the advantages of the still strong family nature of the Pinguin group, which are characterized by a flexible and rapid decision process, along with the valuable characteristics of a properly transparent management. In this way, the interests of the third-party shareholder, the public in particular, are safeguarded. The Board of Directors undertakes to adhere to high standards of proper management (corporate governance), and to do so beyond mere compliance with legal and regulatory requirements. The Corporation’s corporate governance charter complies with the rules of the Belgian Corporate Governance Code. In the convocation for the Extraordinary General Shareholders’ Meeting of 9 November, published on 16 October 2007 in compliance with Article 533 of the Companies Code, the general meeting is invited to amend the provisions in the bylaws related to the representation of the Company. If the general meeting approves the proposed amendment to the bylaws, the Company will be duly represented in all capacities, including at law, by two directors acting jointly, one of whom is an independent director. 4.1.2. Composition of the Board of Directors The Board of Directors has 9 members. No changes have been made since the last General Meeting of Shareholders on 9 November 2006. The Board of Directors has drawn up a “Corporate Governance

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Charter” that has been available for review on the website since 14 November 2005. An updated version of this corporate governance charter was published on the website on 7 September 2007. The terms of office of the Corporation’s Board of Directors expire immediately after the General Meeting of 9 November 2007. It may be expected that the composition of the Board of Directors will be changed then. The convocation of the Annual General Meeting will be published on 16 October 2007, in accordance with Article 533 Belgian Company Code. The current Board of Directors includes: The Marble BVBA, Chairman, represented by Luc Van Nevel (age 60 years), permanent representative Non-executive, independent director Luc Van Nevel was appointed director by resolution of the annual General Meeting of 14 May 2004 to replace Mr. Rogiest. The Board of Directors appointed him Chairman of the Board of Directors on that same date. The term of his mandate is three years. The Board of Directors of 1 July 2004 adopted a motion for the dismissal of Luc Van Nevel as director and as Chairman of the Board of Directors and provided for his replacement through cooption by appointing as independent director The Marble BVBA, represented by Luc Van Nevel, permanent representative. The succeeding annual General Meeting ratified the appointment of The Marble BVBA as independent director until the annual General Meeting of 2007, and by decision of the following Board of Directors the appointment of The Marble BVBA as Chairman of the Board of Directors was ratified. Luc Van Nevel is especially qualified in the areas of general management, financial and marketing management, mergers and acquisitions, board management and corporate governance. Luc Van Nevel graduated in 1970 with a Master’s degree in Economics at the RUG and in 1984 received a diploma in Strategic Marketing from Northwestern University in Chicago, IL. Luc Van Nevel began his career with Touche Ross & Co and transferred in 1975 to Samsonite, where he worked for nearly 20 years within Samsonite Europe in Oudenaarde, then assuming the top position in Denver, with the Samsonite Corporation. Within the European division, he was successively Assistant and European Controller, Vice President, and President & Managing Director. Within Samsonite Corporation he held the position of President International and Chairman & CEO until his retirement. Luc Van Nevel is member of the Boards of Directors of various corporations, such as Vanobake NV (as permanent representative of The Marble BVBA), Elia, Picanol, Jensen Group and Orbid. In 1990 Luc Van Nevel was selected as Manager of the Year by Trends Magazine. He was Vice Chairman of the Vlaams Economisch Verbond, the Flemish employers association, for more than seven years. Vijverbos NV, delegated director, represented by Herwig Dejonghe (age 48 years), permanent representative Executive, representative of the majority Shareholders Herwig Dejonghe serves in his capacity as permanent representative of Vijverbos NV, having been appointed in May 2000 as delegated director. Vijverbos NV is Director General (CEO) of Pinguin. The mandate as director expires during the 2007 Annual General Meeting. The Term of his mandate is three years. Herwig Dejonghe earned a degree as commercial engineer, Handelsingenieur, from the UFSIA and began his career with Pinguin in 1982 as marketing director. In 1986 he became sales director and from 1992 delegated director and director general (CEO). Herwig Dejonghe is also a consular commercial judge with the Commercial Court in Kortrijk. Herwig Dejonghe has been active since 1999 with UNIZO, the Union of Independent Entrepreneurs. He is member of the national board and until June 2007 was Chairman of UNIZO International.

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Management Deprez BVBA, director, represented by Veerle Deprez (age 47 years), permanent representative Non-executive, representative of the majority Shareholders Veerle Deprez launched her career at Alcatel Bell in 1980 and, together with her brother Hein Deprez, laid the foundations for what would later become the Univeg group in 1987. Since then she has been active in Univeg and is on the Boards of Directors of various companies in Univeg. Veerle Deprez is also on various boards of harbour-related companies. In 2005 Management Deprez BVBA was appointed as director of Pinguin N.V. The mandate as director expires during the 2007 Annual General Meeting. The term of his mandate is two years. Kofa BVBA, director, represented by Koen Dejonghe (age 38 years), permanent representative Executive, representative of the majority Shareholders Koen Dejonghe represents Kofa BVBA, which was given a mandate and of which he is business manager and permanent representative. Koen Dejonghe is head of Pinguin Belgium. The mandate as director expires during the 2007 Annual General Meeting. The term of his mandate is three years. Koen Dejonghe received his degree in business management, Bedrijfsbeheer, from the Roeselare Educational Institution and began his career with Pinguin in 1990 as production manager of the Westrozebeke location. In 1992 he was appointed delegated director and technical director of the Group. In early 2004 he exchanged the position of CTO for that of operations manager of Pinguin Belgium. Jo Breesch (age 35 years), director Non-executive director Jo Breesch began his career with KBC Bank. He then transferred to Gevaert, the investment company. After the merger of Gevaert and KBC Investco, he began work with KBC Private Equity NV. He is senior investment manager there and in this capacity represents KBC PE in Pinguin’s Board of Directors. In that same capacity he is a director of, among others, Egemin and Boma. The mandate as director expires during the 2007 Annual General Meeting. The term of his mandate is two years. Jo Breesch is a Civil Chemical Engineer (KUL 1995) and also has training in Business Management (UCL 1996). He has worked as senior investment manager for KBC PE (previously Gevaert) since 2001. Patrick Moermans (age 43 years), director Non-executive, independent director Patrick Moermans has been a director of Pinguin since 1999 and was reappointed at the General Meeting of 14 May 2004 for a three-year term as director. The mandate as director expires during the 2007 Annual General Meeting. The term of his mandate is three years. Patrick Moermans earned his degree in Applied Economics from the KUL and received a Master’s Degree from the London School of Economics and Political Sciences. He is now director with Degroof Corporate Finance. Fortis Private Equity Belgium NV, director, represented by Jan Bergers (age 52 years), permanent representative Non-executive director The company NV Fortis Private Equity Belgium was appointed as director on 30 December 2002 and designated its director, Mr. Frank Claeys, as its permanent representative, Jan Bergers replaced Frank

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Claeys on 23 January 2006 and since then has represented Fortis Private Equity Belgium NV as director. Jan Bergers trained as a civil engineer at the University of Ghent and received an MBA from Fordham University New York and IMI Dublin. He occupies a chair on the Boards of Directors of Grupo Bodegas Vinartis SA, Packing Creative Systems, Pinguin, De Kaasbrik, Meroso, Liefmans Breweries, Vanerum, Bexco, Toxi Test, Antilope and Conticlima. The mandate as director expires during the 2007 Annual General Meeting. The term of his mandate is three years. M.O.S.T. BVBA, director, represented by Frank Meysman (age 55 years), permanent representative Non-executive, independent director M.O.S.T. BVBA, represented by its permanent representative, Mr. Frank Meysman, was appointed director at the General Meeting of 25 May 2005. His current term of office runs until the end of the normal General Meeting of 2007. Frank Meysman is the former Chairman of Sara Lee/Douwe Egberts. He is member of the Board of Directors of various corporations, including Picanol, WDP, GIMV, Spadel. The term of his mandate it three years. Olivier Gemin (age 49 years), director Non-executive director Olivier Gemin is director general of the agricultural cooperative Lur Berri in southern France. He was appointed as a director by the annual General Meeting of 14 November 2005 until the annual General Meeting of 2007. The term of his mandate is two years. The General Meeting of Shareholders will appoint the directors in accordance with the following distribution:

(i) four directors will be appointed from a list of candidates proposed by the reference shareholder (STAK Pinguin);

(ii) one director will be selected from a list of candidates proposed by Fortis Private Equity Belgium NV, to the extent that Fortis holds shares or other securities, options, or warrants that represent at least 5% of authorized capital (fully diluted);

(iii) one director will be appointed from a list of candidates proposed by Lur Berri, on the condition that Lur Berri represents at least 5% of authorized capital (fully diluted);

(iv) one director will be appointed from a list of candidates proposed by KBC Private Equity NV on the condition that KBC represents at least 5% of authorized capital (fully diluted);

(v) three independent directors will be appointed in accordance with article 524 of the Company Code.

In the convocation for the Annual General Meeting of 9 November 2007, which was published on 16 October 2007 in compliance with Article 533 of the Company Code, the general meeting is invited to appoint the following candidates as directors, whose mandate will commence immediately after the AGM of 9 November 2007, and end immediately after the AGM of 2011, to include at least three independent directors, as stipulated in Article 524 of the Company Code, (a) list of candidates for the position of non-independent director: - NV Vijverbos, having its registered office at Ommegang Oost 6, Westrozebeke, represented by its permanent representative : Mr Herwig Dejonghe, residing at Ommegang Oost 6, 8840 Westrozebeke, - BVBA Management Deprez, having its registered office at Drevendaal 1, Sint-Katelijne-Waver, represented by its permanent representative : Ms Veerle Deprez, residing at Consciencelaan 13, Boortmeerbeek, - Mr Guy Van Den Broeke, residing at Leonard Vandorpestraat 15, 8500 Kortrijk, - de BVBA Kofa, having its registered office at Vijverbosstraat 8, 8840 Staden (Westrozebeke), represented by its permanent representative : Mr Koen Dejonghe, residing at Vijverbosstraat 8 8840 Staden (Westrozebeke),, - Mr Jo Breesch, residing at Terlinckstraat 14, Berchem,

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- BVBA Marc Ooms, having its registered office at Hofbouwlaan 3, 9000 Gent, whose permanent representative is: Mr Marc Ooms, residing at Hofbouwlaan 3. 9000 Gent, (b) list of candidates for the position of independent director : - BVBA The Marble, having its registered office at Berchemweg 131, 9700 Oudenaarde, whose permanent representative is : Mr Luc Van Nevel, residing at Berchemweg 131, 9700 Oudenaarde, - Mr Luc Vandewalle, residing at Dewittelaan 19/0402, 8670 Koksijde, - Mr Patrick Moermans, residing at Schapenbaan 1. 1860 Meise, Motivation for the independent directors or their permanent representatives : These nominees for the position of director satisfy all the conditions of independence in accordance with Article 524, § 4, of the Company Code. - Mr Luc Van Nevel, permanent representative of the BVBA The Marble has years of industrial and economic experience. - Mr Luc Vandewalle has years of experience in the financial sector. - Mr Patrick Moermans has broad knowledge and experience in the corporate finance sector. Their knowledge and experience will be a significant contribution to the management of the Company. 4.1.3. Committees The Board of Directors can create specialized committees to analyze specific issues and make recommendations about these issues to the Board of Directors. The Committees have a purely advisory role. Any decision remains the joint responsibility of the Board of Directors. The Board of Directors sets the brief for each committee with respect to its organization, procedures, policy and activities. The Board of Directors has created an Audit Committee and a Nominations and Compensation Committee. 4.1.3.1. Audit Committee The Board of Directors appointed an Audit Committee. Patrick Moermans is Chairman of the Audit Committee. The Audit Committee supports the Board of Directors in its supervision of (i) the integrity of the Company’s financial statements; (ii) the Corporation’s compliance with legal and regulatory requirements; (iii) the qualifications and independence of statutory auditors; and (iv) the exercise of internal controls and risk management of the Company and of the statutory auditor. The Audit Committee comprises three non-executive directors. A least a majority of its members is independent. The Chairman of the Board of Directors is not Chairman of the Audit Committee. Members of the Audit Committee appoint one of their number as Chairman of the Committee. The number of meetings is set by the Chairman of the Committee to permit the Audit Committee to meet its obligations, but will be no fewer than two per financial year. The Audit Committee has right of access to all levels of management. In exercising this right, they use their own power of judgement to assure that such contact does not disrupt Pinguin NV’s business operations. The Chairman of the Committee reports to the Board of Directors after each meeting of the Committee. The Chairman of the Committee makes an annual report to the Board of Directors on the work of the Audit Committee. The Audit Committee comprises the following directors: The Marble BVBA, represented by Luc Van Nevel, Patrick Moermans, Fortis Private Equity Belgium, represented by Jan Bergers, and M.O.S.T. BVBA, represented by Frank Meysman. 4.1.3.2. Nominations and Compensation Committee The Board of Directors appointed a Nominations and Compensation Committee. The Marble BVBA is Chairman of the Nomination and Compensation Committee. The role of the Nominations and Compensation Committee is to support the Board of Directors in all matters related to the appointment and payment of members of the Board and members of the Management Committee. The Nomination and Compensation Committee comprises no fewer than three directors.

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All its members are non-executive directors. The majority of Committee members is independent directors. The Chairman of the Board of Directors is the Chairman of the Nominations and Compensation Committee. He does not chair the Committee when it is dealing with the appointment of his or her successor, nor when it is dealing with his or her own compensation package. The Chairman of the Committee determines the number of meetings required to permit the Nominations and Compensation Committee to meet its obligations, but the number will be no fewer than one per annum. The Nominations and Compensation Committee has right of access to all levels of management. In exercising this right, they use their own power of judgment to assure that such contact does not disrupt Pinguin NV’s business operations. The Chairman of the Committee reports annually to the Board of Directors regarding the work of the Nominations and Compensation Committee. The Nominations and Compensation Committee comprises the following directors: The Marble, represented by Luc Van Nevel, Jo Breesch and M.O.S.T. BVBA, represented by Frank Meysman. 4.1.4. Remuneration of the Board of Directors Remuneration for non-executive directors was EUR 111,000 in the previous financial year. Executive directors receive no remuneration. No special severance payment is made at the end of the terms of office of directors or managers apart from any severance payment provided by law.

4.2. MANAGEMENT COMMITTEE

The Board of Directors has not established an Executive Committee within the meaning of article 524bis of the Company Code. Management is represented by the members of the “Corporate Executive Meeting” (CEM) or the Management Committee. The role of the Management Committee is to guide the management of Pinguin NV and to carry out other responsibilities delegated to the Management Committee by the Board of Directors in accordance with the values, strategies, policies, plans, and budgets established by the Board of Directors. The Management Committee is jointly responsible for the Corporation’s policy, the company or Corporation’s affairs, and the affairs of group companies affiliated with Pinguin NV. In the exercise of its role the Management Committee is responsible for compliance with all relevant laws and regulations. The Management Committee comprises the following persons: Vijverbos NV represented by Herwig Dejonghe (age 48 years) Delegated director, CEO The New Mile BVBA represented by Steven D’haene (age 36 years) CFO After his studies in Applied Economics at the Universiteit van Gent, he received an MBA from the Vlerick management school as well as a Master’s degree in IAS IFRS from the EHSAL as well as doing post-graduate work in taxation with VPOO/VLEKHO. He was active in banking and auditing and with various international production companies. Before he was employed at Pinguin, he worked as corporate controller, with IPSO LSG and as CFO of Vitalo Industries and Retail Estate. Steven D’haene does not currently have a mandate as a director outside of the Pinguin Group. Peca Management BVBA represented by Peter Ohms (age 47 years) COO On 1 January 2005 Peter Ohms was hired as “Industrial Director”. Peter Ohms graduated in 1983 as a Mechanical Engineer from Delft University. He then followed a number of post-graduate programs in project, product and time management, finance and production systems excellence. He has been Chief

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Design and Chief Repair & Maintenance Engineer for Philips Roeselare, as managing director for Ieper Industries and COO for Advantra International and Plant Manager for SAS/Faurecia in Gent. Peter Ohms does not hold a position as director at this time. No director or member of the management has been sentenced within the past 5 years for criminal fraud. No director or member of the management within the past 5 years has been declared incompetent as member of any board, management, or supervisory body. No director or member of the management has held within the past 5 years an executive position as senior management or member of an administrative, management, or supervisory body of a corporation at the time of or prior to its being declared bankrupt, being placed under guardianship, or winding up; nor has any been the subject of an official complaint and/or sanction by any public or regulatory body. The Board of Directors authorizes the Management Committee to undertake activities that are part of daily management. Taking into account the Corporation’s values, its tolerance for risk, and the key elements of its policy, the Management Committee has sufficient scope to put forth and implement the Corporation’s strategy. There are no conflicts of interest between the Corporation and its directors and management. 4.2.1. Compensation of members of the Management Committee The remuneration of the CEO was EUR 288,000 in the last financial year. Compensation for other members of the management (CFO and COO) was EUR 441,000. This includes reimbursement of expenses incurred by the group’s management on behalf of the Pinguin Group.

4.3. COMPENSATION POLICY OF THE COMPANY

4.3.1. Compensation policy for directors The compensation of members of the Board of Directors is in accordance with their general and specific responsibilities and with general international market practice. Pinguin NV’s compensation policy distinguishes three types of directors: executive directors, independent directors, and non-executive / non-independent directors. Executive directors The directors who perform an executive function within the Company or within one of its subsidiaries will not receive additional compensation for their term as director. They receive a management compensation as members of the Management Committee. Independent directors Compensation of the independent directors includes attendance and directors fees for their attendance at meetings of the Board of Directors and of the Committees of the Board of Directors (including through video or teleconferencing). The Nominations and Compensation Committee can decide to grant additional compensation to one or more independent directors. This can be done on an individual basis. The Chairman of the Board of Directors receives only a fixed fee paid quarterly. He is not entitled to attendance and directors fees for meetings of the Board of Directors or of the Committees of the Board of Directors on which he sits. Non-executive / non-independent

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The non-independent directors who have no executive tasks are entitled only to an attendance and directors fee for each meeting they attend. Attendance and directors fees are paid semi-annually. Payment is made at the recommendation of the Company’s Secretary based on meetings attended. The Nominations and Compensation Committee can decide to grant additional compensation to one or more non-executive / non-independent directors. This can be done on an individual basis. The Chairman of the Audit Committee, as are members of the Audit Committee and the Nominations and Compensation Committee, is entitled to an attendance and directors fee per meeting attended, if these meetings do not coincide with a meeting of the Board of Directors. Members of the Management Committee are not compensated for their presence at meetings of the Committee. For the compensation of members of the Management committee, see section 4.2.1. 4.3.2. Compensation policy for members of the Management Committee Members of the Management Committee receive a fixed fee and variable compensation in the form of an annual bonus. Compensation of members of the Management Committee is set by the Board of Directors at the recommendation of the Nominations and Compensation Committee. Such compensation is intended to attract highly qualified and potentially highly promising management talent, to motivate them, and to retain them, and to align the interests of managers and all interested parties. The amount and structure of such compensation are subject to annual review and analysis in accordance with market practice. The variable compensation or the bonus is based, on the one hand, on quantitative parameters that take into account the performance of the Pinguin Group and a whole and, on the other, on qualitative parameters that take into account individual performance. Together, such variable compensation is limited to 40% of fixed remuneration. In this way, the interests of the members of the Management Committee are aligned to a significant degree with those of the Company and its Shareholders.

4.4. SHARES AND WARRANTS OF DIRECTORS AND MEMBERS OF THE EXECUTIVE MANAGEMENT

4.4.1. Shares and warrants held by directors The directors hold no warrants. A few executive directors hold shares (see below at item 4.4.2.). Management Deprez BVBA holds 47 of the 763 shares in Food Invest International NV (holding company having sole control of Pinguin NV). Management Deprez BVBA, non-executive director and representative of the majority Shareholders, is the managing company of Veerle Deprez.

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4.4.2. Shares held by executive management Based on the transparency statement and the recorded positions of management, here below is a summary (as of the date of this Prospectus) of the shares held by members of the executive management (or, in case of management companies, by their permanent representatives), including the executive directors.

Shares Number of Shares % based on the number

of Existing Shares Vijverbos NV 29,412 0.44%

Kofa NV 29,412 0.44%

Peter Ohms 5,882 0.09%

Steven D’haene 100 0.00%

Total 64,806 0.97% Vijverbos NV, delegated director and CEO of Pinguin NV, is the management company of Herwig Dejonghe. Kofa NV, director and head of Pinguin Belgium, is the management company of Koen Dejonghe. Aside from the abovementioned direct interest in Pinguin, Herwig Dejonghe and Koen Dejonghe hold, whether or not through companies, the following indirect interests in Pinguin. Herwig Dejonghe holds in his own name 45,222 certificates of shares in Pinguin NV, issued by the Stichting Administratiekantoor Pinguin, and directly holds 378 shares of Pinguin Invest NV (a holding company controlled by Herwig Dejonghe and Koen Dejonghe), which is, itself, holder of 175,925 depositary receipts for shares in Pinguin NV. Additionally, Herwig Dejonghe, together with his spouse, is partner in the civil partnership Dejonghe-Dejonckheere that holds 330,310 depositary receipts for shares in Pinguin NV, issued by the Stichting Administratiekantoor Pinguin, and of 3,000 shares of Pinguin Invest NV, that itself holds 175,925 certificates of shares in Pinguin NV. Herwig Dejonghe, himself, is full owner of 11 shares of the civil partnership and the usufructuary of 15,719 shares of the civil Company. His spouse is full owner of 11 shares of the civil partnership and the usufructuary of 15,719 shares of the civil partnership. The Dejonghe-Dejonckheere marriage community of property is usufructuary of 11,410 shares of the civil partnership. Koen Dejonghe holds in his own name 375,532 certificates of shares in Pinguin NV, issued by the Stichting Administratiekantoor Pinguin, and holder of 3,378 shares of Pinguin Invest NV, which holds 175,925 certificates of shares in Pinguin NV.

4.5. STATUTORY AUDITOR

External audits are performed within the Pinguin Group by Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprise B.V. o.v.v.e. C.V.B.A., with its registered office at 1050 Brussel, Louizalaan 240, represented by Mr. Mario Dekeyser, auditor, with his office at 8500 Kortrijk, President Kennedypark 8 A. Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprise B.V. o.v.v.e. C.V.B.A. and Mr. Mario Dekeyser are both members of the IBR (Institute of company auditors). The external audit includes the audit of the statutory annual accounts of Pinguin NV, Pinguin Langemark NV, Pinguin Salads BVBA and Pinguin Foods UK Ltd as well as the audit of the consolidated annual account of Pinguin NV. During the accounting year from 1 July 2006 to 30 June 2007, the statutory auditor and the persons working with him in professional association conducted special assignments to the amount of EUR 145,000. These assignments essentially concerned additional legal audit tasks (for EUR 5,000), taxation and legal counsel (EUR 59,000) and other assurance services (EUR 81,000).

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Both Pinguin and Deloitte have paid sufficient attention, whereby the additional activities of Deloitte Bedrijfsrevisoren (auditors) as well as the accompanying legal and fiscal activities carried out by companies connected to it, were submitted to the audit committee beforehand for approval. The Pinguin audit committee has decided in the affirmative with respect to this expansion.

4.6. TRANSACTIONS WITH AFFILIATED COMPANIES

4.6.1. General Each director and each member of the executive management is encouraged to so arrange his personal and business interests that there is no direct or indirect conflict of interest with the Company. The Corporation’s corporate governance charter provides that every transaction between the Company or any of its subsidiaries with any director or executive manager must be approved in advance by the Board of Directors, whether or not such a transaction is subject to applicable legal rules. Such a transaction can be made only on the basis of conditions in line with the market. 4.6.2. Directors conflicts of interest Article 523 of the Company Code provides for a special procedure within the Board of Directors for the case that one or more directors have a possible economic interest that is in conflict with one or more decisions or transactions that belong to the authority of the Board of Directors. In case of a conflict of interest, the director concerned must so notify the other directors prior to the Board of Director’s conferring and making a decision on the item in question. Moreover, the director with the conflicting economic interest cannot participate in the discussion and vote by the Board on the item that gave rise to the potential conflict of interest. The minutes of the meeting of the Board of Directors must include the declarations by the director with the conflicting economic interest as well as a description by the Board of Directors of the conflicting interest and the nature of the decision or operation involved. Furthermore, the minutes must include a justification of the decision or operation of the Board and a description of its financial consequences for the Company. The minutes concerned must be included in the annual report (with the individual accounts) of the Board of Directors. The director with the conflicting interest must also inform the statutory auditor of the conflict. The statutory auditor must describe in his annual report (with the individual accounts) the financial consequences of the decision that gave rise to the potential conflict of interest. In case of noncompliance with the foregoing, the Company can declare invalid the decision or operation that took place in violation of these provisions if the counterparty was aware of the violation upon such a decision or operation. The procedure is not applicable when the decisions or transactions are related to the usual transactions that are made under the conditions and under the securities that usually apply in the market for such transactions. It is also not applicable to decisions or transactions that arose between corporations of which the one, directly or indirectly, holds at least 95% of the votes associated with the whole of the securities issued by the other, or as the case may be between companies of which at least 95% of the votes associated with the whole of the securities issued by each that are, directly or indirectly, held by another company. Article 524ter of the Company Code provides for a similar procedure for conflicts of interest among members of the Management Committee. If such a conflict arises, only the Board of Directors is authorized to make the decision that gave rise to the conflict of interest. The executive management of the Company is not a Management Committee within the meaning of article 524bis of the Company Code. In the financial year 2006/2007, there were no known conflicts of interest within the meaning of article 523 of the Belgian Company Code. At present the directors have no conflict of interest within the meaning of article 523 of the Belgian Company Code that has not been made known to the Board of Directors. Except for the decision to ratify the takeover of all shares of the Lutosa Group and the decision to approve the sale and rent back of the Lutosa Group’s real properties to corporations jointly controlled by Guy and Luc Van den Broeke and Food Invest International, controlled by Veerle Deprez, the Company foresees no potential conflicts of interest in the near future. The Company’s corporate governance charter further provides that each transaction between the Company or its subsidiary and any director or executive manager must be approved in advance by the

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Board of Directors, whether or not such a transaction is subject to applicable statutory regulations. Such a transaction can be made only on the basis of conditions in line with the market. 4.6.3. Transactions with affiliated corporations Article 524 of the Belgian Company Code, which will apply to the Company, provides for a special procedure applicable to intragroup transactions or transactions with affiliated companies. The procedure applies to decisions and transactions between the Corporation and affiliated companies of the Corporation that are not subsidiaries. Prior to such decisions or transactions the Board of Directors of the Company must appoint a special Committee of three independent directors, supported by one or more independent experts. This Committee must determine the commercial advantages and disadvantages of the decision or transaction for the Corporation and its Shareholders. It must also calculate and establish the economic consequences of the decision or transaction, whether or not it is of such a nature as to involve the Company in a loss, that is evidently wrong in light of the policy pursued by the Company. If the Committee does not find the decision or transaction to be wrong, but believes it will be to the Company’s disadvantage, it must clarify what benefits the decision or transaction will provide to compensate for the stated loss. All these elements must be explained in the Committee’s recommendation. The Board of Directors then shall make a decision, taking into account the Committee’s recommendation. Any deviation from the Committee’s recommendation must be justified. Directors with a conflict of interest may not participate in the discussion and vote (as provided in section 4.6.2 above). The recommendation of the Committee and the decision of the Board of Directors must be communicated to the Company’s statutory auditor, which must issue a separate opinion. The decision of the Committee, an excerpt from the minutes of the Board of Directors and the opinion of the statutory auditor must be included in the annual report (with the individual accounts) of the Board of Directors. This procedure does not apply to normal decisions or transactions made or occurring under the conditions and against the securities normally applying to the market for similar transactions, nor to decisions or transactions that represent less than 1% of the Corporation’s consolidated net assets. Apart from the procedure described above, in its annual report the Company must report the material restrictions or obligations, if any, that the parent company took on, or requested continuation of, in the previous financial year. In the financial year 2006/2007 there were no conflicts of interest within the meaning of article 524 of the Belgian Company Code made known. Except for the decision to ratify the takeover of all shares of the Lutosa Group and the decision to approve the sale and rent back of the Lutosa Group’s real properties to corporations jointly controlled by Guy and Luc Van den Broeke and Food Invest International NV, controlled by Veerle Deprez, the Corporation foresees no potential conflicts of interest in the near future within the meaning of article 524 of the Belgian Company Code.

4.7. RELATIONS WITH KEY SHAREHOLDERS

The present business and commercial relations between the Shareholders and their associated companies, as well as the Corporation and its subsidiaries, include the following: 4.7.1. The mediation of Food Invest International NV in the takeover of the Lutosa Group On 15 June 2007, the Board of Directors of Pinguin NV was informed of the results of the legal, fiscal, social, accounting and financial due diligence investigation conducted at the request of Food Invest International NV on the Lutosa Group. After learning the results, and discussion of how the takeover could be financed, Pinguin NV gave its proxy to Food Invest International NV to negotiate further and to reach a final agreement with the Shareholders of the Lutosa Group. Food Invest International NV made a binding offer on 21 June 2007 for all shares of G&L Van den Broeke - Olsene NV, Vanelo NV, Moerbos NV, Lutosa France SARL and Lutosa - Express NV. It had the opportunity to transfer all rights and obligations in the framework of the aforesaid binding offer, the share transfer agreement to be concluded, and the additional agreements to be concluded with an affiliated or associated company. Food Invest International NV reached an agreement in principle with the Shareholders of G&L Van den Broeke - Olsene NV, Vanelo NV, Moerbos NV, Lutosa France SARL and Lutosa - Express NV on the

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terms and conditions of the share transfer agreement to be concluded and the additional agreements to be concluded. The final share transfer agreement for all shares of G&L Van den Broeke - Olsene NV, Vanelo NV, Moerbos NV, Lutosa France SARL and Lutosa - Express NV, as well as all additional agreements, were also entered into directly by Pinguin NV. The Board of Directors stated on 2 July 2007 that it agreed in principle with the terms and conditions of the takeover of the Lutosa group. The takeover of these rights and obligations was ratified in accordance with articles 523 and 524 of the Belgian Company Code. 4.7.2. Property transaction, management agreements, lease agreements, debts 4.7.2.1. Property transaction Primeur NV, Vanelo NV, Moerbos NV and Van den Broeke-Lutosa NV, Les Pres Sales NV (a company controlled by Food Invest International NV and the Van den Broeke family) and Dreefvelden NV (a company controlled by Veerle Deprez) have reached an agreement in principle with a consortium of banks consisting of ING, KBC and Fortis (the “Consortium”) concerning the sale of the buildings and grounds in the three Lutosa sites. The yield of the sale will be used to finance a part of the takeover price for Lutosa. On the basis of the agreement in principle, the transaction will be structured as follows.

- Lutosa grants (i) a long-term lease to the Consortium for a period of 99 years in exchange for a one-off payment for ground rent of EUR 42,750,000 and (ii) sells the ground itself to Dreefvelden NV for an amount of EUR 2,250,000.

- The Consortium leases the buildings for a period of 15 years to Les Pres Sales NV, with the option of acquisition by Les Pres Sales at the end of the lease for an amount of EUR 1,282,500.

- Les Pres Sales NV rents the buildings to the concerned Lutosa companies for an amount of EUR 4,500,000 per annum (indexed annually) for a period of 15 years.

The principle agreement must still be further elaborated. The transaction was approved by Pinguin Board of Directors and the concerned Lutosa companies subject to compliance with the procedure provided by Article 523 and 524 of the Belgian Company Code and the banks of the Consortium. 4.7.2.2. Management agreements Pinguin NV concluded a management agreement on 31 March 2005 with both Vijverbos NV and Kofa BVBA. Aforesaid agreements contain the conditions and terms under which Vijverbos NV and Kofa BVBA would perform the duties of CEO / CCO, and COO Belgium, respectively. 4.7.2.3 Lease agreements with Vijverbos NV and Kofa BVBA Pinguin NV entered into a lease agreement on 20 March 2002 with both Vijverbos NV and Kofa BVBA. Both lease agreements had as their purpose the confirmation of the terms and conditions of the existing oral lease agreement. Both lease agreements relate to a parcel of land located at 8840 Staden-Westrozebeke, Provinciebaan, that has been in use since 1 January 2000 by Pinguin NV. The annual rent amounts to EUR 8,000, for Kofa BVBA and EUR 14,000 for Vijverbos NV, with the provision that the lease price can be adjusted annually to the healthcare index. The lease agreements were concluded for an indefinite term. Each party has the right to terminate the lease agreement at any time with 12 months notice. 4.7.2.4 Debenture loan with warrants As previously set forth in Section 3.4.10. above, the Extraordinary General Shareholder’s Meeting of Pinguin NV resolved on 30 December 2002 to issue 441,893 bonds with warrants for a total amount of EUR 5,457,054.27.

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In addition to 363,197 bonds with warrants underwritten by ISEP NV (Fortis Private Equity Expansion NV) and 40,356 bonds with warrants underwritten by a third investor (Gilbert Pieters), the other bonds with warrants were underwritten by the natural or legal persons given below, who were associated with Pinguin NV as director and/or member of the executive management team: (a) Herwig Dejonghe: 6,054 bonds with warrants, (b) Vijverbos NV: 14,125 bonds with warrants, (c) Jan Dejonghe: 10,089 bonds with warrants, and (d) Demafin BVBA: 8,072 bonds with warrants. The bonds with warrants underwritten by Jan Dejonghe were contributed on 17 May 2005 to the civil partnership Dejonghe-Provoost. The bonds with warrants underwritten by Herwig Dejonghe were contributed on 18 August 2005 to the civil partnership Dejonghe-Dejonckheere. As of this date Pinguin NV still has a debt with respect to the aforesaid holders of certificates: Holders of Certificates of Shares / Shareholder Outstanding debt (EUR) Demafin 75,008 Civil partnership Dejonghe Provoost 93,760 Vijverbos 131,264 Civil partnership Dejonghe Dejonckheere 56,256 The warrants of the aforesaid holders of certificates of shares/Shareholders were voided on 30 September 2005 as set forth in Section 3.4.10. 4.7.2.5 Debt / claim between Pinguin Invest NV and the Pinguin Group Pinguin Invest NV has a claim on Pinguin NV (account 415 “other claims”) and a debt with respect to Pinguin Langemark NV (account 489 “other debts”) of EUR 235,842 and EUR 565,775, respectively.

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5. PINGUIN ACTIVITIES

5.1. COMPANY PROFILE

In recent years Pinguin has evolved into a leading European frozen vegetables specialist. Pinguin took a giant step forward with the acquisition of Lutosa, also becoming a key player in the potato processing industry. Pinguin has set for itself the goal of offering a broad range of high quality vegetable and potato solutions (“Vegetable Solutions”) to various types of customers whereby the deep freeze process is the main supporting production technology. Lutosa’s competencies in the areas of agronomy, production, technology, research and development (“R&D”), and its extensive commercial network further strengthen the Pinguin organization. Pinguin, including Lutosa, generated total pro forma sales for calendar year 2006 of EUR 331 million, 45% from vegetable products and 55% from potato products. These sales do not, however, take into account the recent acquisitions of the activities of Padley Vegetables and those of Christian Salvesen Foods. Figure 2: Pro-forma distribution of sales for calendar year 2006

Sales Frozen Vegetables

45%

Sales Potato Products55%

Source: Pinguin After the acquisition of the activities of Christian Salvesen Foods (3), Padley Vegetables (1) and Lutosa (3), Pinguin now operates at 12 production sites.

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Figure 3: Overview of production sites

Source: Pinguin 5.1.1. Pinguin - Vegetable specialist Prior to the takeover of Christian Salvesen Foods, completed in September 2007, Pinguin realized an annual production of approximately 150,000 tons of frozen vegetables and vegetable preparations in the 2006/2007 financial year. The takeovers of Padley Vegetables and Christian Salvesen Foods will add an estimated annual production of 60,000 tons of frozen vegetables and vegetable preparations on an annual basis. Pinguin sells its broad line of vegetable solutions ranging from fresh frozen basic vegetables in all possible forms to culinary, ready to use vegetable preparations (“Convenience Cuisine”) in 40 countries. Its customer base can be divided into three types of customers: food distribution chains or retail, food service and the food industry. 5.1.2. Lutosa – Potato specialist Lutosa is one of the major European producers of potato products. In 2006, Lutosa produced 287,000 tons of frozen, chilled and dehydrated potato products in 3 Belgian production sites. Lutosa’s products are now sold in 70 countries. Lutosa sells its product range to the food service industry, food distribution chains, the food industry and to Fast Food chains.

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5.2. PINGUIN - VEGETABLE SPECIALIST

5.2.1. Product line Pinguin’s vegetable division has more than 2,000 product specifications, ranging from fresh frozen basic vegetables in all possible forms to culinary, ready to use vegetable preparations (“Convenience Cuisine”). Pinguin’s vegetable product line covers the following product categories Figure 3: Distribution of sales per product category, Pinguin 2006/2007

Peas15%

Carrots9%

Organic & integrated cultivation

1%

Mixes17%

Beans10%

Other basic vegetables32%

Convenience6%

Cabbage varieties

3%

Corn7%

Source: Pinguin Note: These sales include 1 month of Padley and excludes Salvesen, as described in section 6.1. Classic basic vegetables Within the core activity of frozen basic vegetables, where Pinguin offers a very extensive range of products, the traditional vegetables such as peas, carrots, beans and all types of cabbages continue to make up the bulk of business. In the United Kingdom, corn also represents a large share of sales. The category “Other basic vegetables” includes, among others, spinach, chervil, onions, soya bean sprouts, black salsify, celeriac, sweet peppers, olives, zucchinis, eggplants, mushrooms, celery, leeks, asparagus, turnips and potato products. In addition, a few fruits are also offered, such as strawberries, pineapple, and a wild fruits mix. Pinguin also prepares “Mixes” that can be used for specific dishes, such as soup vegetables, couscous vegetables, vegetables for mussel dishes and a wok mix. The most important vegetables, such as carrots, beans and peas can be obtained in various forms and weights. The production of each vegetable is concentrated in one or, at times, two sites, depending on which vegetables are grown locally. Peas are produced largely by Pinguin Foods UK, sweet corn by Pinguin Aquitaine, carrots at the Belgian location at Langemark and at Pinguin Aquitaine, cabbage varieties at the Belgian location at Westrozebeke and leaf vegetables at the Belgian location at Langemark. Since acquiring the assets of Padley Vegetables and Christian Salvesen Foods, Pinguin now has its own production platform for broccoli. The main product for both companies remains peas.

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“Convenience” products The first of three categories of Convenience products includes pre-cooked vegetables and vegetable mixes, often combined with a number of other ingredients such as sauces, oils, and herbs. Pinguin distinguishes five major categories herein:

− “Al Dente Cuisine”: both single vegetables and vegetable mixes, ready to season and to cook to taste; once thawed, these products can also be served cold;

− “Fry Cuisine”: deep-fried vegetables that retain their original crunchiness; they are ready to serve after heating in a wok, pan, or oven;

− “Grill Cuisine”: grilled vegetables that retain their original crunchiness; these have a natural, fine-grilled flavour and are ready to serve after heating in wok, pan, or oven;

− “Wok Cuisine”: classic and exotic vegetable recipes that are ready to serve, seasoned and pre-cooked; these are quick dishes to be heated at high temperatures in the pan or wok;

− “Sauce Cuisine”: each vegetable piece is covered in seasoned sauce; to serve these classic sauced vegetables, merely heat them in the microwave or a pan.

The second category of Convenience products includes the more complete dishes that include other food products, such as rice, meat, and fish. The final category includes soups, sauces, and purees in tablet form, that are easily measured out thanks to their presentation. Although sales in the last four years have increased five-fold, this sector only contributes to a limited degree to Pinguin’s sales, but expectations for its growth are high. The high added value of these products as well as their margins must, in higher volumes, lead to a growth in group profitability. Organic vegetables The niche market for organic frozen vegetables at first showed a steep growth pattern and expectations were quite high. The high expectations, however, have so far been slow to redeem themselves (sales + 60% since 2002). Pinguin remains convinced that this niche market will develop further and it will continue to take a pioneering role in this segment by offering a sufficiently large product range that meets the consumer’s price and quality expectations. 5.2.2. Purchasing Pinguin is supplied with fresh vegetables by some 800 farmers in West Flanders and northern France, while Pinguin UK and Pinguin Aquitaine (France) are supplied by a limited number of agricultural cooperatives and a variety of dealers. Thanks to cooperative agreements with a number of foreign frozen vegetable groups to deal with surpluses or shortages, Pinguin has spread its supply risk in guaranteeing delivery of the quantities demanded by its customers. The agreements were made in this spirit with various foreign frozen vegetable producers. The geographic distribution of purchases with foreign frozen vegetable groups varies from year to year, depending on price and availability. Changing weather conditions exert considerable effect on the supply of vegetables to the frozen vegetable sector. Fields can also exhibit soil exhaustion with respect to particular crops, which affect the quality of the vegetables supplied. These two elements compel Pinguin to reduce, as much as possible, its dependence on a harvest in a particular region. A large part of the purchasing of fresh vegetables make up the object of annual contracts that are negotiated between VEGEBE (Verbond van de Groenteverwerkende Bedrijven - Federation of Vegetable Processing Companies) and the farmers via the Farmer’s Union. These contracts set the quantity and price for fresh vegetables for the next season and are usually concluded in January. The terms of these contracts are set in accordance with existing sector practice. Pinguin also purchases fresh vegetables abroad for a variety of reasons, including lower prices or the unsuitability or exhaustion of local land for certain types of vegetables, such as broccoli and sweet peppers.

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5.2.3. Production processes and facilities 5.2.3.1. The production process Vegetables are processed into frozen vegetables within a few hours of being harvested. This preserves their original colour, flavour, and vitamin content; frozen vegetables often contain more vitamins than the fresh products that the consumer finds in shops. 1) Preparatory processing When the vegetables arrive a few hours after being harvested, the delivery is weighed and assigned a lot number, so that throughout the production process the delivered vegetables can be tracked all the way back to the farmer. All vegetables that enter the factory are first cleaned. Dirt and foreign objects are removed from the vegetables and the vegetables are washed. In this preparatory phase, all vegetables that do not match the reception standard in terms of shape, colour and/or size, are removed. Some vegetables (such as carrots, black salsify, onions) must then be peeled. This can be done three ways: mechanically, chemically, or with steam. Increasingly, Pinguin uses the steam process since it is environmentally friendly. To make the vegetables more marketable and commercially more attractive, they are often cut into pieces, strips, discs, or cubes. It is important that the cutting process yields a uniform product. At the final processing stage prior to freezing, the vegetables usually are blanched, preserving their natural flavour and colour and allowing them to be stored longer. The vegetables are exposed to extremely high temperatures in this process, either by plunging the vegetables into boiling water or subjecting them to a stream treatment. It is very important for product quality that this process takes as little time as possible. The vegetables are then cooled prior to being frozen. After this preparatory processing is completed, the vegetables can be frozen. 2) Quick freezing Freezing is an excellent way to preserve foodstuffs. But the speed at which food is frozen has a great influence on quality of the product. It is particularly important that the product remains in the critical ice formation zone as briefly as possible. The freezing point for vegetables, which indicates the start of ice formation, lies between -0.8 and -2.8°C. The formation of ice is greatest in the zone from -2°C to -12°C, while the quantity of ice increases minimally at temperatures below -18°C. Most vegetables (such as carrots, peas, Brussels sprouts, cauliflower, etc.) are frozen individually (I.Q.F. = Individual Quick Frozen). Other vegetables (such as spinach, endives, puree, etc.) are “block” frozen, if necessary directly in small portions. This is called the “Pello Freez” technique. 3) Preparation This concerns the production process for Pinguin Convenience Foods in particular, and can be divided into three stages: sauce preparation, mixing and coating of the vegetables, and the specific packaging of the prepared dishes. Sauces are prepared from dried herbs and powder mixes that are made to measure by the suppliers. The powders are weighed according to the recipe, mixed, and dissolved in water, homogenized and pumped into a “buffer tank” until they are used, with the proviso that these sauces are made only minutes prior to their use. In the main supply line the already frozen loose vegetables are, after taking measurements, automatically weighed in the mixer, with the possibility of adding other vegetables or other foodstuffs such as fish and meat manually, which are then also automatically measured into the mixer. This vegetable mix is then sprayed with liquid nitrogen (-200°C) so that it is further chilled to approximately -40°C, after which a sauce (or herb solution in oil) is injected. Thanks to the extremely cold temperature of the vegetable particles, and the continuous mixing, the sauce freezes immediately around the individual vegetable pieces. This yields a product that can be perfectly portioned thanks to the individual coating. This product is then discharged in bulk for later packaging.

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The soups, sauces, and purees to be sold as end products in tablet form are prepared in-house and frozen using the “Pello Freez” technique. They are prepared from genuine natural products and not from powdered essences, which means that these products are of the highest quality to be found on the market. 4) Packaging Depending on the nature of the processed product, it is packaged either before or after being frozen. Thick liquid products (such as chopped spinach or vegetable puree) or fragile products (such as asparagus) are frequently packaged before freezing. Vegetable preparations as well as vegetables that are frozen individually or in small blocks are usually packaged after freezing. The vegetables are either packaged in their final packaging, or they are stored in bulk packaging in large freeze rooms while awaiting final packaging upon delivery to the customer, mixing with sauces, meat or other vegetables, or additional processing. 5) Storage The shelf life of frozen vegetables depends on the type of vegetable, how the product was processed, and the quality of the raw materials. Packaging and storage are also very important. The temperature in the large warehouses is approximately -20°C and temperature variations during storage must be kept to a minimum. A computer program is used that allows for an exact calculation of which quantity/quality is located where in the facility. Since the system uses EAN coding, it can even be ensure that quantities/qualities prepared for a particular purpose for a particular customer are reserved. Products are also stored in mobile storage racks, which means that the FIFO (first in first out) system can be employed. 6) Transport The transport of finished products is contracted to external international transporters. All trucks are loaded at negative temperatures. Records are maintained of all the production codes that are loaded onto each vehicle, so it can be precisely known when the various lot numbers were loaded and to which customer they were destined. 5.2.3.2. Production facilities Following the takeover of the activities of Padley Vegetables and Christian Salvesen Foods, the Pinguin Group now has nine production sites active in vegetable processing and packaging. These sites are located in the most fertile region of Europe: West Flanders, Aquitaine in France and Norfolk and Lincolnshire in the United Kingdom. This proximity to the most important suppliers ensures that vegetables are frozen within a few hours of being harvested. The group’s distribution and packaging centre is also nearby, avoiding unnecessary transport and contributing to profitability. Pinguin Westrozebeke: Pinguin Foods UK (Kings Lynn, Norfolk)

4 production lines & 6 packaging lines 3 production lines for frozen vegetables Production capacity: 65,000 tons Production capacity: 50,000 tons 2 Pello Freez lines for leaf vegetables, vegetable purees soups and sauces

6 packaging lines for frozen vegetables and 2 packaging lines for ‘Convenience’ frozen products (Mix to pack)

Storage capacity: 15,000 pallets and 35,000 bulk storage containers

Storage capacity: 50,000 pallets

Specialities: peas, beans, cauliflower, mixes Specialities: peas, beans, carrots, rice, mixes Employees: 225 Employees: 106 Pinguin Langemark: Pinguin Foods UK: Boston Site (former Padley

Vegetables) 2 production lines & 3 large packaging lines; 3 production lines for frozen vegetables Production capacity: 35,000 tons Production capacity: 40,000 tons 6 packaging lines for frozen vegetables Storage capacity: 3,600 pallets and 16,000 bulk storage containers Storage capacity: 26,000 pallets Specialities: root and tuber crops, spinach Specialities: peas, broccoli, cauliflower, rice Employees: 100 Employees: 189 Pinguin Convenience Foods (Langemark): Pinguin Foods UK: Bourne Site (former Salvesen)

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1 mixture and coating line 3 production lines for frozen vegetables 2 small packaging lines Production capacity: 33,000 tons Storage capacity: 650 pallets 1 small packaging line steam bags Storage capacity: 16,000 pallets Specialities: mixing, coating and preparing ‘convenience’ products Specialities: peas, broccoli, cauliflower, mixes

Employees: 24 Employees: 103 Pinguin Aquitaine (Ychoux): Pinguin Foods UK: Easton Site (former Salvesen)

2 production lines No production lines Production capacity: 40,000 tons 1 large packaging line 7 packaging lines Storage capacity: 8,000 pallets Storage capacity: 3,000 pallets Specialities: carrots, corn, beans, peas Specialities: peas, beans, cauliflower, Employees: 65 Employees: 103 Pinguin Foods UK: North Thoresby Site (former Salvesen)

3 production lines for frozen vegetables and no packaging lines

Production capacity: 26,000 tons Storage capacity: 3,000 pallets Specialities: peas, carrots Employees: 63 5.2.4. Quality The top priority of Pinguin is continual and rigorous quality control. Pinguin holds various certificates, including:

− ISO Certificate: After the Group became the first of the nine frozen vegetable producers9 in Belgium to successfully pass the quality test to obtain ISO 9002 certification in 1995, it was also awarded the ISO 9001:2000 certificate granted in January 2002. This new standard places greater emphasis on insight and less on procedures;

− EFSIS: In order to meet UK requirements, an important market for Pinguin, the Group had itself audited by the EFSIS (European Food Safety Inspection Service, www.efsis.com), a renowned British inspection service. As a result, in 1996 Pinguin obtained the “BRC Higher Level” (British Retail Consortium, www.brc.org.uk) quality certification for foodstuffs. The underlying standard sets the requirements for the supply of products under the house brand of distribution groups and for processed or prepared foods or ingredients intended for the “food service” and the food industry. This is the highest level of quality in the area of food safety and hygiene that can be attained in Europe;

− Blik certificate: All Belgian locations hold the “Blik” certificate, issued by the eponymous inspection service for the production of organic products (www.blik.be) recognized by the Belgian Ministry of Agriculture.

The fact that Pinguin is permanently investing in quality management is evident from its major investments in recent years in, for example, an optical inspection system for all its production and packaging lines. An optical inspection line allows for the fully automatic sorting out of vegetables of lesser quality during the production process, focussing on sometimes minimum colour differences by comparison with the good product. 5.2.5. Sales organization While the sales organization is coordinated from Belgium, it is actually decentralized as far as the major national markets are concerned. Pinguin has 4 key sales platforms: Pinguin NV (Belgium), Pinguin Foods UK Ltd (United Kingdom), Pinguin Deutschland Gmbh (Germany) and M.A.C. SARL (France). Other countries are served through contracts and cooperative agreements with local agents. Pinguin has established a representative office in China for the penetration of the Asian market, which also serves as a purchase platform for components for exotic dishes and wok dishes prepared by the Company.

9 Source: Vegebe: 2005

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Figure 5: Geographic distribution of sales: Pinguin 2006/2007

United Kingdom33%

France18%

Germany16%

Belgium16%

Other Eu countries14%

Outside EU3%

Source: Pinguin Note: These sales include 1 month of Padley and excludes Salvesen, as described in section 6.1.

The most important markets for frozen vegetables are the United Kingdom and France. In 2006/07 these markets provided half of sales. Because of the takeover of Christian Salvesen Foods and Padley Vegetables, the importance of the United Kingdom will rise sharply and sales in the United Kingdom will amount to more than 50% of total sales of the frozen vegetable segment. Because of these takeovers, after their integration and restructuring, Pinguin’s sales in the United Kingdom will rise from 52,000 tons in 2006/07 to 130,000 tons. In addition, approximately 16% of sales will be generated in Belgium and some 16% in Germany. The ‘Other EU countries’ include Italy, The Netherlands, Greece, Spain, the Scandinavian region and Portugal. The category ‘Outside EU’ represents Australia, Canada, and China, in particular.

5.2.6. Customers

The customer base can be divided into three categories; retail, food service and the food industry. Pinguin’s goal is to maintain a balanced distribution among these three segments of the food market.

Figure 6: Sales distribution per type of customer

Food industry39%

Food service 37%

Retail24%

Source: Pinguin Note: These sales include 1 month of Padley and excludes Salvesen, as described in section 6.1.

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Pinguin has customers in 40 countries. The 10 largest customers represent some 41% of sales. The base of potential customers is constantly shrinking but their size is increasing due to concentration in the retail, food industry and the food service sector. The number of Pinguin’s customers has remained quite stable to increasing over past years. After the recent takeover of Padley’s and Salvesen’s assets, the importance of the foodstuffs industry will decrease, seeing that both companies are primarily active in the retail and food service segment.

Pinguin owns the Pinguin brand name that is used primarily for supplies to the food service and the food industry. The Pinguin brand is less well-known to retail customers, to families, as products supplied to the retail sector are sold under a private label or a house brand.

5.2.7. Market description

5.2.7.1. Volume of vegetable consumption in Europe10

The value of total consumption of vegetables in Western Europe was estimated in 2005 at EUR 61.2 billion, which represented an increase of 25% over 1999. This growth was driven by, among other things, the growing interest in health.

In general we note a decrease in the share of fresh, unprocessed vegetables in favour of processed vegetables (canned, frozen, and fresh-chilled), especially as a result of the growing interest in ready-to-use and demographic changes. In 1985 the share of processed vegetables was only 16%, as opposed to 25% in 2005.

In general, the market shares of fresh-chilled and frozen are increasing faster by comparison with canned vegetables and this is due especially to the interest in freshness that is contributing to both the purchase decision as well as the dramatically changing frozen vegetable production processes through which freshness has been improved.

In 2005 the share of frozen vegetables amounted to 12%. This share rose sharply over the past two decades (in 1985 the share was 7%).

Vegetable consumption has increased in Central and Eastern Europe since 1999 by more than 50% to EUR 6.1 billion, mostly as a result of increased purchasing power in those countries.

5.2.7.2. Volume of the European market11

Total European production of frozen vegetables in 2006 is estimated at 3.1 million tons. Belgium produced 782,494 tons in 2006, taking first place among producers. Belgium’s market share in Europe was 25%. The total market for frozen vegetables in Europe increased over the last two years by 2.3% (2006) and 1.4% (2005) respectively.

European production of frozen vegetables (in tons) 2006 2005 2004

Belgium 782,494 727,083 736,685 France 413,085 397,330 411,541 The Netherlands 109,000 107,000 109,000 Spain 420,000 395,000 385,000 UK 270,000 284,000 284,000 Germany 200,000 200,000 210,000 Sweden, Finland, Denmark 69,500 81,000 81,000

10 Based on data from Bonduelle annual report and Food for thought 11 Source: OEITFL 5/10/2007, Vegebe, CEE Food Industry 23/02/2006, Pinguin

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Italy 252,000 236,000 223,000 Portugal 72,200 68,200 60,000 Greece 30,000 30,000 30,000 Austria 30,000 30,000 25,000 Poland 440,000 445,300 395,000 Hungary 41,725 58,000 66,000 Total 3,130,004 3,058,913 3,016,226Source: OEITFL Market situation 5th conference 20 April 2007 adapted by Pinguin Except for 2001 and 2005, annual production of frozen vegetables in Belgium has increased every year since 1995. This trend is confirmed by the 2006 results, when production increased by 7.6%. Carrots, all types of cabbages, peas and green beans made up the lion’s share of Belgian production. 5.2.7.3. Key players in the European frozen vegetable market12 There are two major groups on the supply side of the market. There is a group of companies, mostly major multinationals, focused on marketing and distribution, at times in combination with in-house production (former Unilever with brands such as Iglo and Birds Eye, Nestlé, Bonduelle and Frosta). These companies focus on the family market with brands. These players are more likely to be Pinguin’s customers than its competitors. Then there is a group of companies that primarily present themselves as “manufacturers”. Pinguin seeks to position itself as one of the most important European players in this latter group. In order of market share, these are the key groups active in the Western European market: Name Country Description Ardo Belgium This West Flanders group produces frozen vegetables, vegetable mixes to

which sauces and seasoning may be added, fruit and snacks. It has branches in Belgium, The Netherlands, France, Germany, the United Kingdom, Ireland, Denmark, Spain and Portugal. Ardo is the absolute market leader with an annual production estimated at 450,000 tons.

Bonduelle France This French group is firstly a producer of vegetables in cans and jars (48% of sales in 2005/2006); it is also involved in frozen vegetables and vegetable mixes. Bonduelle sells 360,000 tons of frozen vegetables annually, amounting to 23% of its group sales. It also has lines of (chilled) fresh vegetables. Its most important markets are France (42%), Canada (15%), Germany (12%), southern Europe (24%).

Unifrost-Dujardin

Belgium This West Flanders group produces frozen vegetables, vegetable mixes to which sauces and seasoning may be added, prepared meals and fruit. In addition to its private label, the group is also represented through the “Dujardin” brand. Annual tonnage sold is estimated at 180,000 tons.

D’Aucy

France

A part of the CECAB group. After the takeover of Globus in Hungary and Poland, d’Aucy sold a volume of 134,500 tons in 2006 on the basis of on nine production sites: (3) in France, (4) in Poland, and (2) in Hungary. d’Aucy is also a major producer of preserves.

Virto Spain This Spanish producer is the “private label” market leader in its home market. Its annual production is estimated at 130,000 tons.

D’Arta Belgium This West Flanders group produces frozen vegetables, vegetable mixes and prepared vegetable meals through two Belgian sites (Ardooie and Bavikhove) and one in Portugal. It focuses on the food service market in particular. Its annual sales are estimated at 100,000 tons.

Dicogel-Begro

Belgium This West Flanders producer of frozen vegetables is focused in particular on the French and German food service market and food industry. Through its two production sites (Ardooie and Moeskroen) it freezes some 90,000 tons of frozen vegetables.

12 Source: Vegebe; Pinguin; company websites

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In addition, there are some 15 smaller players with capacities ranging between 20,000 and 80,000 tons. Iglo Birds Eye (former Unilever) was not included in the above ranking. It produces exclusively for its own brand. Pinguin holds third place in the above ranking, with sales of about 200,000 tons and a production of 150,000 tons. Its market share, according to management’s estimates, is between 6% and 7%. This places Pinguin – in terms of sales and capacity – in an estimated third place in Western Europe, after its regional neighbour Ardo and the French Bonduelle group. The Hungarian company Globus is the biggest player in the Central and Eastern European market. Globus produces circa 90,000 tons of frozen vegetables and fruit. After getting into financial difficulties, it was taken over by the French group CECAB in early 2006. The second biggest Eastern European producer is the Polish company Hortex, which has an estimated production in Poland of 70,000 tons. There are also some 40 Polish and Hungarian players with annual capacities between 5,000 and 20,000 tons. 5.2.7.4. Customers Producers of frozen vegetables sell their products to three types of customers. On the one hand there are customers who immediately consume the purchased vegetables, such as families and the catering and group institutions. On the other hand, vegetables are sold to the food industry that processes them further as an intermediate product. Households via food retail Branded products hold a significant portion of the market for households, with brands such as Iglo and Birds Eye (former Unilever) being the absolute market leaders both in frozen vegetables and frozen prepared meals. Other important players, with their own branded products aimed at the family market, are the French Bonduelle (with the brand of the same name) and the German Frosta group (with various brands including Frosta). In addition to mass distribution through hyper/supermarkets (Carrefour, Delhaize, Tesco, Sainsbury) and the hard discounters (Lidl, Aldi), there are also customers that prefer mid-size distributors (AD Delhaize, Contact GB) or specialized shops (in the case of frozen products, O’Cool or Picard). Within mid-sized distributors, a further differentiation can be made between the ordinary supermarkets and the hard discounters. Provided that pricing remains an important factor in food purchases, Pinguin’s management has identified that wholesalers are seeing the market share for house brands increase at the cost of the market share of branded products. At present, the house brands have a great influence upon the distributor’s reputation, as a result of which they are paying greater attention to quality and packaging. In addition to price differences, this contributes in large measure to the increasing success of house brands. Food service The food service catering segment and the group institutions or industrial kitchens include, among others, hospitals, schools and universities, company restaurants and hotels, restaurants and cafes. Within this group of buyers, for which ease of preparation and the price-quality relationship are decisive, there remains a great deal of growth potential for frozen vegetable products. Given the conclusions reached by Pinguin’s management, Europe’s food consumption is growing at a rate of 1% per annum, while, again according to its own conclusions, the food service industry share in food consumption is growing by 5% per annum, clearly depicting the potential of this segment of customers. Belgian frozen food producers, including Pinguin, that supply the market mainly through private labels, have a particularly strong position in this segment. Food industry The food industry (human and animal) has shown sharply increased demand for frozen vegetable components. The growth in this segment of prepared meals (complete meals, pizza, soup, etc.), influenced by changes in lifestyles and habits, through which an ever-decreasing amount of time is devoted to the preparation of meals, clearly plays an important role here. The trend toward more complete animal feed, such as pet food, is also a supporting factor. The food industry primarily attaches importance to price, quality, and reliability of service.

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5.2.7.5. Trends The following trends can be distinguished in the frozen vegetables market: High concentration of producers The market is controlled by a relatively small number of major players. Because of a rather homogenous customer demand for vegetables, a similar product line can be offered in various countries, which contributes to that concentration. In recent years, Pinguin has actively participated in this trend toward concentration through its takeovers, in particular the acquisitions of Fisher Frozen Foods, Legum’ Land Surgelés, Euragra, VDI and the assets of Padley Vegetables and Christian Salvesen Foods. Good relationships with suppliers One could say there is an “agricultural peace” between the agricultural unions and the frozen food companies. There is also often good cooperation with the farmers on quality management and product traceability. Relatively high barriers to entry Existing companies within the frozen vegetables sector can enjoy a high structural accession threshold that deters potential entrants. Entering the market requires not only large investment and adequate capacity, but also specific know-how and access to the distribution channels. Seasonal sensitivity The frozen vegetable sector is strongly dependent on the supply of vegetables by agriculture sector. Because most vegetables are harvested in the period between August and November, production reaches its peak around this time. In order to guarantee product freshness, the delivered vegetables must be processed and frozen as quickly as possible. Capacity therefore must also be adjusted to the seasonal flow. However, there is demand for frozen vegetables throughout the year and they must be available at all times. The sector is therefore characterized by the presence of considerable stock. Favourable developments with respect to substitutes The direct substitutes for frozen vegetables are, on the one hand, vegetables from can and jar, and, on the other, fresh vegetables. With respect to vegetables in cans and jars, frozen vegetables have the advantage of being able to be held in portions more easily and that their nutritional value and flavour can be better maintained. A number of socio-demographic trends, such as the increase in single-parent households, the aging of the population, the increased number of women in the labour market and an increased workload, lead to ever fewer family meals and people having less time to cook elaborately with fresh vegetables. Moreover, frozen vegetables are available throughout the year at stable prices. The relatively strong position of private labels Private labels represent a significant market share within the frozen foods sector. According to research by AC Nielsen13 the market share in Belgium in the frozen food segment for house brands was 49.1% in 2006. Frozen products is the product category in which house brands in Belgium have the largest market share (example: in sweets and confectionery, house brands have a market share of only 20.1%, while the frozen segment is 49.1%). Within Europe, market shares vary from 16.2% in Austria to 56% in Denmark. Other sources even speak of market shares in the UK of 72%14 in the area of purchase expenses. The average rate of growth of the private labels varies from 1% in Belgium to 11.7% in Portugal. In general, price differences between brands and private labels can be up to 50%, depending on the type of product and the country in question. Great power of the customers The frozen foods companies’ direct customers wield great power, provided they take large quantities and in so doing create competition among suppliers. On the other hand, it is not so easy for large customers to suddenly change suppliers with respect to these large volumes. The sales agreements and consequently

13 Source: De Tijd; 31/08/2007. AC Nielsen, European Trends in Vegetable Retail Sales as presented at Conference of European Vegetable Processors, Brussels 20 April 2007. 14 TNS Worldpanel 2006 as per Salvesen Dataroom

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the quantities available for the upcoming year are usually fixed for most producers, so that suppliers can only be changed in a case of oversupply on the part of a producer in the middle of a year. The organic frozen vegetable niche The organic frozen vegetable niche market has not fulfilled past high expectations entirely. The rapid development of the organic market stagnated somewhat in recent years and “organic” has a number of disadvantages in comparison to standard vegetables. The small and non-uniform lots and the fact that production is not continuous are causes of low productivity and higher production costs. Pinguin has once again seen a positive demand in recent years and remains convinced that this niche market will develop sufficiently, and it will continue to play a pioneering role in this segment by offering a sufficiently large supply that meets the consumers price and quality expectations. There continues to be growing interest in switching to an alternative agricultural system - sustainable agriculture. Through sustainable agriculture one seeks to approach the present yields of normal agriculture while using minimum input from outside the farm, such as pesticides, artificial fertilizer and energy. Sustainable agriculture concentrates in particular upon the environment and working conditions.

5.3. LUTOSA -POTATO SPECIALIST

5.3.1. Product line Lutosa was founded in 1978 by the Van den Broeke family. This family has been active in the potato sector since 1935. Over the years, Lutosa expanded its product offer through internal and external growth, investing significantly in its production and storage facilities, and by setting up sales offices both in Europe and far beyond. Lutosa’s sales are generated nearly exclusively through the sale of self-produced potato products. Lutosa’s product line includes the following product categories: Figure 7: Sales per product category 2006 (Calendar year)

Frozen French fries55%

Frozen potato specialities

24%

Organic products1%

Chilled French fries12%

Potato flakes8%

Source: Lutosa Since the 1980s, Lutosa has systematically extended its product line from pre-cooked deep-frozen French fries and dehydrated/dried potato flakes to frozen and chilled potato products with a higher added value, so that the company was able to respond to new market trends, such as tailor-made products and factors such as ready-to-use, freshness, and health. The Lutosa Group grew organically and its production rose over the last decade from 150,000 tons to 287,000 tons in 2006.

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In 2006 Lutosa sold 284,000 tons of deep-frozen, dehydrated and chilled potato products, and realized a total turnover of EUR 183 million. Deep-frozen French fries In 2006 Lutosa sold 173,000 tons of pre-cooked deep-frozen French fries, meaning that this remains the company’s core activity. Lutosa has a great deal of experience in the production and sale of deep-frozen French fries. Lutosa offers a broad range of pre-cooked deep-frozen French fries. These products vary in form, cut, length and colour. The deep-frozen French fries are sold to the food service industry, retail (whether specialized or not), and the Fast Food industry. Lutosa differentiates itself from its competitors with respect to quality and the diversification of its product line. Diversification and quality are particularly valued by the food service industry while large and smaller retailers base their purchase decisions in particular on the purchase price or brand name rather than on quality. The deep-frozen French fries made up 55% of these sales in 2006. Frozen potato specialities Lutosa has produced and sold frozen potato specialities since 1981. This product category chiefly includes:

− Potato specialities based on cut potatoes, including potato cubes, wedges, potato strips; − Mashed potatoes including frozen Bintje mashed potatoes and “Gourmande” mashed potatoes; − Potato specialities based on mashed potatoes including Pom’Pin, potato croquettes, oven

croquettes and mini croquettes; − Specialities for children; − Potato specialities based on grated potatoes, including Hash Browns and Röstis; − Crumbed products, including gratin dauphinois or vegetables au gratin.

The deep-frozen potato specialities made up 24% of the sales in 2006. Organic pre-cooked deep-frozen French fries and potato specialities Lutosa added a line of organic products in 2000 to meet the increasing consumer demand for organic products. These products were produced using the Agria variety of potato, grown without pesticides or chemical fertilizers and processed as soon as they are harvested. These products were produced between late August and early September on production lines temporarily used exclusively for the production of organic products to avoid cross-contamination. The products were pre-cooked using high quality organic sunflower oil. No additives were used in the production process. The organic products were sold at a premium by comparison with normal deep-frozen French fries. In 2006 Lutosa sold 2,000 tons of organic products. Chilled French fries The product line was expanded in the late 1990s with pre-cooked chilled French fries. These products were differentiated primarily by ease of use, storage and preparation. The chilled French fries packed in vacuum packaging can be stored at temperatures between 0°C and +4°C for three weeks. These products offered the advantage that they were quicker to prepare and required less energy, since they need not be frozen. In 2006 Lutosa sold 37,600 tons of fresh-chilled French fries. These products were sold exclusively to the food service segment. In very short time, Lutosa has become one of the important players in this segment in Western Europe, both in terms of production capacity as well as sales volume. The chilled French fries made up 12% of sales in 2006. Potato flakes In addition to frozen and chilled potato products, Lutosa also makes dehydrated potato products, in particular potato flakes. With an annual production capacity of 20,000 tons, Lutosa is one of Europe’s major producers of potato flakes. In commercial and institutional catering, the flakes are used chiefly to prepare instant puree. The industrial applications are more varied, and include biscuits, gnocchi, soups and so on. Other products Lutosa expanded its product offer in 2006 with pasteurized potato products and organic frozen vegetables. The intention was to strengthen relations with existing customers and to offer a “one stop shopping” concept to new customers.

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5.3.2. Purchasing The purchase, selection, and storage of potatoes is a very important element in the realization of Lutosa’s strategy. Having access to the best quality raw materials is the basis for the production of high quality end products. As is depicted in figure 8, the volume of potatoes processed by Lutosa increased from 493,000 tons in 2001 to 597,000 tons in 2006, which makes Lutosa by far the largest potato processor in Belgium. Mainly (about 80%), Lutosa uses the Bintje variety which distinguishes itself by its fine yellow flesh that is ideal for processing by freezing or for dried products and results in a good taste experience. This potato variety is grown chiefly in Belgium, the Netherlands and France. Lutosa obtains its raw materials from the Belgian provinces of Flanders and Henegouwen in particular. About 85% of the product that Lutosa used for production is cultivated in Belgium. Potatoes are also purchased in the Netherlands, France and Germany. Figure 8: Potato processing: Lutosa (in tons)

Source: Lutosa While the Bintje variety is used for the most part, other types of potatoes are also processed and tested. Lutosa used the Agria variety for processing in its organic products, and the Russet Burbank, Innovator, Asterix and Fontane varieties for making food service and Fast Food French fries. Potato prices are closely linked to harvest conditions (largely the weather conditions during the growing and harvesting seasons), which means potato spot prices fluctuate widely over time. Thanks to its long experience as a potato wholesaler, combined with a strong network of local farmers, its large purchasing power and its large on-site storage facilities that can hold up to 100,000 tons of potatoes – about 17% of the quantity needed – Lutosa succeeded in working out a purchasing strategy that absorbs some price volatility and guarantees a high quality supply of raw materials throughout the entire year. 5.3.3. Production process and facilities 5.3.3.1. Production process Production process for frozen pre-cooked French fries Upon arrival, the potatoes first go to the agricultural (agronomic) service that inspects them. They then go to the sorting centre, where they are graded and sorted in order to reserve the most appropriate quality and sizes for each type of production: French fries, flakes, specialities. The potatoes are washed in running water and the stones are removed. The production process then goes through the following phases:

597,107

592,352

493,153 524,777 538,794 516,123

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

2001 2002 2003 2004 2005 2006

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1) Peeling – washing – first optical sorting The potatoes are peeled using steam (the peeler loosens the peel which then is removed by brushes). Then they are washed in water. The peels are used as animal feed. At the subsequent optical laser sorting, the peeled potatoes are checked for subsurface defects and foreign matter such as splinters, foliage, etc., is removed. Sorting is done automatically with an optical sorter fitted with cameras and a laser system. Damaged potatoes or foreign objects can be removed by using compressed air. 2) Cutting - sizing The tubers are then cut, either into French fries using water knives, which are powerful pumps that thrust the potato at high speed against a grill which has openings of the size desired, or into slices or cubes using rotating cutters. They are then sized by thickness and length. Any French fries that do not meet the desired thickness or length are eliminated. 3) Second optical sorting The French fries, slices or cubes are examined by cameras that are able determine the sequence of removal as soon as they detect suspicious spots (black dots). Bad products are immediately removed from the production line using compressed air. 4) Blanching Blanching is done in a hot water bath with steam injection. This: - deactivates the enzymes; - changes the structure through the partial freezing of the starch; and - makes the colour uniform through the extraction of reducing sugars. 5) Drying- Homogenization The French fries are then dried in a stream of hot, dry air to limit fat absorption and improve crunchiness. This step includes a cooling period for the homogenization of the remaining moisture within the product. 6) Coating- Flavouring This phase is optional: the products are plunged into a starch solution with or without seasoning to create such products as the Spicy Wedges or coated French fries. 7) Cooking - Degreasing The French fries are cooked for between 60 and 90 seconds in non-hydrogenated vegetable oil without GMOs at a temperature of between 160°C to 170°C; the French fries are then degreased with hot air or hot water. 8) Chilling - Freezing The French fries then pass through successive chill zones until they reach a temperature of 0°C. Then they pass through a freezer tunnel at -40°C that freezes the product to -18°C. 9) Third optical inspection – Final sizing - Weighing Before being packaged, the products undergo a final laser inspection and are sized for a last time to guarantee that they are correct in every way. The products are weighed once again before being packaged. 10) Packaging Packaging is fully automated. Each package line has:

− a multi-head weighing apparatus; − an automatic filler; − a metal detector; − a detection system to remove incorrectly sealed bags; − an automatic box filler; − a weight control system (pouch and carton); − a high definition inkjet printer.

Each line can package the full range of weights (from 400 g to 5 kg). The French fries are packaged in polyethylene bags; these are placed automatically in cartons of recyclable cardboard. 11) Palletizing - Wrapping - Labelling The pallets are then built up, wrapped in plastic film and labelled. A barcode is applied to each pallet so that it can be traced automatically through scanning.

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12) Storage of finished products The pallets of finished products are then stored in freezers at a temperature of -20°C. Production process for potato specialities The production process is the same as that for French fries, from storing to blanching and chilling. After that, they follow these steps: 1) Cooking: after chilling, the optically rejected French fries are steam cooked and ground to a puree 2) Chilling and freezing: the puree passes through the freezer tunnel 3) Shaping: the puree is seasoned/shaped as required (croquettes, nuts, duchesse, etc.) 4) Cooking: The shaped potatoes are cooked using one of two different methods: - in vegetable oil (palm oil or sunflower oil) for 60 and 90 seconds at a temperature ranging from 160°C

to 170°C, after which the fat is removed using hot air or hot water; or - in a tunnel oven on natural gas. After that, the process continues as for French fries. Production process for potato flakes Once the steps for cutting and cooking are completed, the potatoes go through a puree press. Ingredients to improve colour, stability and preservation are added there. The puree is then distributed on chrome-plated drying rollers through which steam is passed. It is then dried and then spread out into a uniform thin layer to achieve the density desired. Any impurities (any that did not adhere to the drum) are eliminated by an Archimedes screw. Control of roller speed and steam pressure yields potato flakes of exceptional quality. The dehydrated potato layer goes into a drying drum where the layer is cut and flaked to reach the final product, potato flakes. The product is visually inspected with an optical camera to remove any remaining impurities. Microflakes can be made through additional cutting. Packaging the flakes is done fully automatically. The flakes are packed in bags of between 1 to 25 kg. There are also big bags up to 1,100 kg. The flakes are stacked on pallets at room temperature in dry storage. 5.3.3.2. Production facilities Lutosa has three production sites at two locations in Belgium. A first production site is located in Leuze-en-Hainaut and has a total production area of 21 hectar 50a, of which 110,000 m² contains buildings. The site is easily accessible and is divided into storage space for raw materials, production buildings, office buildings, and storage for finished product. Most of Lutosa’s storage space is found on this site. The production buildings have 8 lines for the production of frozen products: three production lines for deep-frozen French fries and five for frozen potato specialities. The production buildings also provide space for six dehydration drums for the production of potato flakes. Each production building is fitted with a separate packaging unit that can package the full range of weights from 400 grams to 5 kg. There are 33 packaging lines in total. A second production site is located in Sint-Eloois-Vijve (Waregem), consisting of a total area of 6 hectar 48a of which 35,000 m² contains buildings. There are two production sites at this location. The first production site has one production line for deep-frozen French fries, which is used chiefly for production of “private label” deep-frozen French fries and has three dehydration drums for the production of potato flakes. The second production site at this location has one production line that processes potatoes into fresh-chilled French fries. Lutosa has a total production capacity of 325,000 tons of finished products, 88% of which was used in 2006. The storage spaces for raw materials are fitted with the latest technology, such as automatic temperature and climate control.

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5.3.4. Quality Lutosa attaches a great deal of importance to quality. Its customers appreciate the constant focus on high quality raw materials and finished product. Lutosa holds a number of certificates, including the following:

− All production sites (except for the Primeur potato flake section) have been granted “British Retail Consortium” and IFS (International Food Standard) certification;

− All production sites hold an ISO 9001 certificate; − The laboratory at the Leuze site is Standard ISO 17025 accredited. This accreditation is an

important element of quality management; − Various production lines at the Leuze site hold the Biogarantie (guaranteed organic) certificate.

Lutosa also holds a JAS (Japanese Agricultural Standard) certificate for organic products. Lutosa was also granted the “soil association label” for the United Kingdom and the “Naturland” label for Germany for organic products. Finally, Lutosa can also produce kosher products.

Each production site has its own quality laboratory. During the production process, production samples are regularly examined for their physical, chemical, and bacteriological properties. Furthermore, the raw materials are subjected to strict quality control. 5.3.5. Sales organization The Lutosa sales organization comprises:

− A sales organization for frozen potato products and potato flakes: Lutosa’s frozen potato products are presently sold in 70 countries. The international sales organization consists largely of the company’s own sales teams, supplemented to only a limited degree by cooperative agreements with local agents. There are more than 50 employees active in the sales organization. This strong internationalization is also evidenced by the opening of sales offices in Japan and China to serve these markets. Potato flakes are sold in over 10 countries; and

− A sales organization for chilled and pasteurized potato products: chilled and pasteurized potato products are served by a separate, internal sales service. However, both at home and abroad, these products are sold through commercial staff that sells frozen potato products. The chilled products are today sold from Belgium in 6 European countries. Given the product characteristics (short shelf-life), the neighbouring countries are the main targets. In past years, however, Lutosa has also had success in South European markets.

While Lutosa is a Belgian producer, more than 90% of its production is exported. The most important market remains Europe, but exports beyond Europe are growing. Recent years Lutosa has seen a strong internationalization of the sales of frozen potato products. Since 2002, the share of the ‘historic home markets’ (United Kingdom, France and Benelux) for the sale of frozen potato products has dropped from 75% to 54%.

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Figure 9: Sales 2006 – Geographic distribution of Lutosa sales

Source: Lutosa Lutosa’s biggest markets are France, the United Kingdom, Ireland, Spain, Portugal, the Canary Islands, the Benelux, Italy and Germany. These countries represent more than 80% of total sales expressed in value. Lutosa has been present in these countries for decades now, and is considered to be among the market leaders in the food service, food industry as well as the retail sectors. In addition to continuous growth in the European markets, Lutosa has explored active opportunities in new markets. Lutosa has moved to the attractive and rapidly growing markets in Asia, South America and Africa. 5.3.6. Customer portfolio Over the years, Lutosa has built up a customer base of more than 1,000 customers that is extensive and diversified both in terms of customer type as well as geographic distribution. The portfolio is balanced among various categories to prevent Lutosa being dependent on a single category of customer. For reasons of profitability, in past years the retail sector was reduced in favour of the food service sector. Lutosa’s customer profile is highly diversified and can be divided among the following categories:

− Retail: Hypermarkets and supermarkets: Lutosa sells both under its own brand as well as under “private label”. It also sells through specialized frozen food retailers such as Picard and O’Cool;

− Food service: Lutosa sells its products both to commercial and institutional catering services; − The food industry (producers of ready-to-eat meals, pasta products, baked goods, etc. ); and − Fast Food.

Benelux11.3%

France26.3%

UK19.1%

11.5%

Germany 6.1%

Asia3.8%

OtherCountries

6.0%

South America

3.3% Scandinavian countries

0.9% Greece 3.1%

Italy 8.8%

Spain, Portugal, Canary Islands

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Figure 10: Sales for calendar year 2006 per customer type

Food industry8%

Food service 58%

Retail30%

Fast Food4%

Source: Lutosa Note: Percentages based on volume sold Its largest 10 customers represent 16.6% of sales for the 2006 financial year (Jan-Dec). 5.3.7. Description of the market 5.3.7.1. Size of the international market for frozen potato products Worldwide production of frozen potato products is estimated by Lutosa’s management15 at more than 10 million tons, with the United States and Canada as the largest producers. Their total production is estimated at 5.0 million tons. The US and Canada are followed by The Netherlands, with an estimated total production of approximately 1.4 million tons, and Belgium at 1 million tons. The worldwide production of frozen potato products is dominated by Canadian and North American companies (McCain, Lamb Weston and Simplot) that account for about 60% of total production. After these companies, Aviko, Farm Frites and Lutosa are among the leading producers of French fries. The growth in worldwide consumption of frozen potato products was driven, among other factors, by the global expansion of quick service restaurants (QSR’s) over the last decades. In recent years, the most important consumer markets for frozen potato products (the US, Canada, Western Europe and Japan) have gradually become saturated (partly explained by the slower growth of QSR’s). Although the US, Canada, Western Europe and Japan clearly remain the key markets for frozen potato products, the countries with greatest growth potential for frozen potato products are likely those countries in which the presence of QSR’s is still limited. Asia and South America in particular are experiencing strong economic growth. On a world scale, Lutosa represents about 3% of total production and thus occupies a place in the Top 10 producers worldwide. The annual volume can vary from year to year as a result of availability and the price of potatoes. 5.3.7.2. Size of the European market for frozen potato products in terms of consumption and production

15 Based on information from UIETP, USDA Foreign Agricultural Service, trade publications

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European consumption16 of frozen potato products is estimated at EUR 2.7 billion (at producer prices) in 2005 and has seen historic growth averaging more than 3% per annum, whereby:

− The United Kingdom, France, the Scandinavian countries, the Netherlands, Spain and Germany are the largest markets; and

− The total share of deep-frozen French fries is estimated at approximately 75%. Innovation is also a key driver for demand for potato specialities that distinguish themselves through flavour, form, ease of use and the like.

Through its channels, Lutosa supplies approximately 6% of total European consumption. In the coming years, a sharp growth is expected by Lutosa management, especially in South and Eastern European countries. Lutosa is also active in these markets. At the European level, the production of frozen potato products occurs chiefly in the Benelux region:

− The leading players are found in the Netherlands, including Aviko, Lamb-Weston Meijer, Farm Frites and McCain; and

− In the Belgian market, where Lutosa is far and away the market leader, there are a number of other important players operating (such as Clarebout, Mydibel, Eurofreez, Agristo, Ecofrost, Willequet and Gerona) of which most remain in family hands. Lutosa clearly distinguishes itself from other Belgian players in terms of production volume, customer portfolio and geographic reach.

5.3.7.3. The non-European market for frozen potato products in terms of consumption and production In years past, interest by overseas markets such as Asia, South America and Africa in the Western lifestyle has grown due to increasing purchasing power and tourism. The demand for variety in diet and significant population increases have seen to it that demand for frozen potato products has increased significantly in the last years. While this considerable growth in demand has been largely met by local production, it has also seen a significant rise in demand for European producers. Lutosa’s management expects that in the future there will be significant potential to develop these markets further and also hopes to maintain its strategy to further develop its existing international sales organization. 5.3.7.4. Market for chilled potato products In years past, demand for chilled potato products has increased considerably due to out-of-home consumption and the number of restaurants in Europe. These restaurants wanted a product that was easy to store, use, and prepare. The fresh-chilled French fry met these customer requirements. Given the product’s limited shelf-life, which means that the product cannot travel very far, this is a much more local market than that for frozen products. Lutosa is one of the market leaders in Western Europe, along with Aviko, Mydibel and Farm Frites. The market contains a number of significant opportunities for Lutosa, given that:

− Management expects further increase in demand; − The product line can be expanded with potato specialities; − In the past, Lutosa’s management elected not to be active in the chilled retail segment, given the

opinion that the total market was still too small to make it profitable. However, Lutosa’s management has been closely following developments in this sector, opting to become active in it if it is deemed to be a profitable course of action.

5.3.7.5. Trends The market for (frozen) potato products has been characterized by a number of trends that are comparable, in part, to the market for frozen vegetables. On the supply side:

− High concentration of producers: Production is dominated by large Canadian, American, Dutch or Belgian groups. Over the past decades, the market has been consolidating through takeovers or cooperative agreements;

16 Source: Based on the Datamonitor database concerning ‘Europe frozen potato products’

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− Good relationships with suppliers: There is a general “agricultural peace” between the agricultural unions and the frozen food companies. There is often good cooperation with farmers on quality management and tracing of products;

− Relatively high barriers to entry (in terms of production technology and contacts with suppliers and customers) reduce the opportunity for newcomers to become active in potato processing;

− Fluctuations on price level and of availability of raw materials. On the demand side:

− Significant power among buyers is the result of consolidation in both retail and food service industries. This consolidation also leads to required volumes and the product and logistics demands increase per customer, making it more difficult to switch;

− The European market for food products is generally characterized by growing demand for convenience, innovative and/or healthy products. This trend is also detectable for potato products.

5.4. EMPLOYEES

5.4.1. Vegetable division At the close of June 2007 Pinguin employed 813 people. The table below reflects average employment for the year in full time equivalents. The number of employees can, however, vary widely from day to day in accordance with the season and supply. Pinguin frequently works with seasonal and temporary workers in order to absorb production peaks. 30/06/2005 30/06/2006 30/06/2007

Pinguin Westrozebeke 240 248 242

Pinguin Langemark 127 113 108

Pinguin Salads 16

Pinguin Foods UK 201 84 95

Pinguin Foods UK Boston - 189

Pinguin Aquitaine 18 18 28

Pinguin Germany 3 2 2

MAC 2 1 1

Seasonal and temporary 57 149 146

Total 666 617 811 The restructuring of Pinguin Aquitaine and Pinguin Foods UK in 2003, 2004 and 2005 resulted in a sharp drop in employment at these locations. The retrenchment in staff at Pinguin Aquitaine under its redundancy plan, begun in January 2004. For Pinguin Aquitaine, the table above incorporates in 30/06/2007 – next to the contractual empoyees – ‘seasonal and temporary’ employees (accounted for in the line item ‘seasonal and temporary’ in 30/06/2005 and 30/06/2006). The total number of employees (contractual employees and ‘seasonal and temporary’ employees) decreases in 30/06/2007. The sharp drop in employment at Pinguin Foods UK is due, on the one hand, to the dismissal of 40 employees, and on the other, to a significant reduction in the hours worked by seasonal labour. Pinguin Foods UK has completed a restructuring at its Boston site (formerly Padley Vegetables) where there are now only 90 people employed. 5.4.2. Potato division At the close of 2006 Lutosa employed 589 people at its three production sites in Belgium and 30 people in the foreign sales offices or trading companies. In addition to its permanent workforce, Lutosa calls on temporary workers during the peaks, especially in the months from September to November, to handle the intake and storage of potatoes. The table below depicts the average annual employment in full time equivalents.

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31/12/2004 31/12/2005 31/12/2006 Van den Broeke – Lutosa (Leuze)

391 402 424

Primeur frozen (Sint-Eloois-Vijve)

90 89 90

Vanelo fresh (Sint-Eloois-Vijve)

51 55 59

Seasonal and temporary 25 36 32

Total 557 582 605 5.4.3. Management: Pinguin

Pinguin has a horizontal group structure in which local autonomy is supported by a number of services at the group level:

− The IT Manager is responsible for all IT activities and ERP implementation, as well as for the most important supply chain projects;

− The Group Controller and Consolidation Manager is responsible for reporting and the compliance of the various entities as well as for cost price calculations;

− The Group Product Supply Manager, “Vegetables”, is responsible for the total supply and management of fresh vegetables;

− The Group Product Supply Manager, “Convenience”, is responsible for the total supply and management of convenience products as well as packaging;

− The Group Quality Manager is responsible for the quality of all products; − The Logistics Manager is responsible for internal and external storage facilities as well as

transport management. Each country is under the leadership of an Operations manager/director who, supported by group management, is responsible for the daily leadership of the location. Managers who are responsible within the various specialities for one country or location support the operations managers in turn. The COO is responsible for all operational activities in the various locations. The CFO is responsible for all financial/administrative management in the various locations. The CEO is the Managing Director and provides overall leadership as well as being responsible for all commercial activities.

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5.4.4. Management: Lutosa

Mr. Guy and Mr. Luc Van den Broeke, as shareholder and executive director, provide total day-to-day management of the Lutosa group, with the exception of a number of companies in which they are supported by executive managers who report directly to them. A team of executive managers, each of whom is an expert in his area of specialization, supports the executive directors:

− The Finance and Administration Executive Manager is responsible for accounting, administration and the tax department;

− The Agronomics Executive Manager is responsible for everything involving potatoes, the main raw material;

− The Quality Assurance and R&D Executive Manager is responsible for the quality of all products of the group;

− The Sales Marketing and Logistics Executive Manager is responsible for all sales of the group, except for fresh French fries;

− The Technical Executive Manager is responsible for the purchase and management of spare parts;

− The Cost Account Executive Manager is responsible for the cost price calculation of the various products and lines.

In addition to group management, there are also a number of executive managers responsible for a site. At Leuze there is also a Production & Environmental Executive Manager, an HR Executive Manager and a General Service & Safety Executive Manager. At the Sint-Eloois-Vijve site, there is a Production Executive Manager; an HR Executive Manager; a Quality Executive Manager; a Technical Executive Manager; a Safety Executive Manager and a Commercial and Logistics Executive Manager who is also responsible for the sales of fresh-chilled French fries. 5.4.5. Pinguin-Lutosa Herwig Dejonghe, Guy Van den Broeke and Steven D’haene will provide leadership of the new group. Both Lutosa and Pinguin will continue to have sufficient operational autonomy:

− Guy Van den Broeke will continue to provide leadership for the Lutosa division; − Mr. Herwig Dejonghe will continue to provide leadership for the Pinguin division as well as

general leadership of the group;

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− Steven D’haene, as Chief Financial Officer, will provide leadership for all the financial and administrative management of the new group;

− The corporate Pinguin-Lutosa team will report to the Board of Directors of Pinguin NV; − Guy Van den Broeke will be nominated as a director at the General Meeting; − Herwig Dejonghe is the Managing Director through his management company, Vijverbos NV.

5.5. STRATEGY

Pinguin’s strategy rests on four important pillars: internationalization, innovation, quality and efficiency: − Internationalization: Pinguin develops the ideal vegetable solution for and together with its

customers for every requirement. As a leading European vegetable and potato specialist, Pinguin is perfectly placed for this. Through the geographic distribution of Pinguin’s locations and cooperative agreements with producers worldwide, a rich range of regional vegetables can be offered. Along with its own commercial efforts, using a well-planned acquisition strategy Pinguin acquires the necessary critical volumes that allows it to satisfy customer demand in the most efficient and profitable manner;

− Innovation: Pinguin offers its customers a total solution, for food industry, food service as well as food retail customers, products are developed and offered to enable them to react to rapidly changing consumer behaviour, and that correspond perfectly to new culinary trends and today’s styles in food consumption. Through its passion for quality vegetables, Pinguin will continue to play a pioneering role in the future and, through constant innovation and development, offer frozen vegetables as examples of a healthy and delicious food component. With Pinguin frozen vegetables, every consumer can place a delicious and high-value meal on the table in next to no time at all. Our frozen vegetables are also the answer for groups and caterers who want to provide stable quality all year round. The industry relies on our high value and consistent quality for further processing into a wide range of end products;

− Quality: Continuous quality management, Pinguin’s third important strategic pillar, occupies the primary place in all the organization’s sections; quality comes first in each activity, procedure and investment. There is constant investment in people, training and technology in order to guarantee our customers optimum quality. Motivated, well-trained people who guarantee control of the freshness and quality of raw materials as well as all quality controls throughout the entire production process form, together with high-tech equipment, the basis for the highly valued Pinguin stamp: “Appellation Pinguin Contrôlée”.

− Efficiency: Continuous investment is being made in the best performing and most innovative machines and equipment. The integration of new branches is geared towards further increasing the efficiency of the whole. Pinguin endeavours to maintain its leading place and to remain successful through paying constant attention to improving and increasing efficiency.

Like Pinguin, Lutosa always takes its strategic objectives into account in all its activities:

− In the continuous improvement of its products, Lutosa attaches great importance to quality management, both in terms of its products and its employees;

− Lutosa strives for profitable growth based on high quality and innovative products in which the relationship between the organisation and its environment is important, always keeping in mind its effect on the environment and employees;

− Lutosa wants to build strong and long-lasting relationships with its suppliers, customers and employees;

− Lutosa also wants to increase its name-recognition and to develop in such a way that its branded products fulfil customer demand.

Pinguin is convinced that the combination with Lutosa will result in the following synergies:

− Expansion of the product line: from the customer’s perspective, frozen vegetables and frozen potato products are complementary. Moreover, recent product developments often combine vegetables and potatoes;

− Exchange of knowhow and best practices: while vegetables and potato products are produced in different production lines, synergies with respect to management (of investment programs) and maintenance of the production equipment are possible;

− Commercial approach: both Pinguin and Lutosa have extensive customer portfolios in which the products offered are complementary. Pinguin’s and Lutosa’s products can be sold through existing Pinguin and Lutosa channels, which can lead to faster growth in sales than is the case

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when customers are approached separately. The wider product line will also permit a better distribution of commercial, logistics and marketing expenses;

− International expansion: Pinguin and Lutosa are both active worldwide. Product complementarities will allow for international growth to be speeded up. In the same way, it should be easier in the future to penetrate new markets, given the broader range of products, and to achieve critical mass as well as spreading initial investments across greater sales;

− Agronomy and purchasing: Pinguin and Lutosa both process cultivated products that are purchased largely from Belgian farmers. The combination of the cultivated products will guarantee future supply and also strengthen recurrent contacts with the farmer;

− Quality: Lutosa has a very strong image as a provider of potato solutions and Pinguin is known as the vegetable specialist, two companies that satisfy the high demands and expectations of our - joint - customers.

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6. DISCUSSION AND ANALYSIS OF THE FINANCIAL

SITUATION AND OPERATING RESULT BY THE MANAGEMENT

6.1 INCOME STATEMENT AND BALANCE SHEET OF PINGUIN

The following discussion and analysis must be read in conjunction with (i) the section entitled “financial information” and (ii) the company’s audited consolidated financial statements with accompanying notes, which are included elsewhere in this Prospectus. This ‘discussion and analysis of the financial situation and the operating result by the management’ must also be read in conjunction with the matters described in the part entitled “Risk factors”. Certain statements in this section contain “forward-looking statements” and must be read in conjunction with the disclaimer entitled “forward-looking information”. In the context of the acquisition of the Lutosa Group, the company has prepared pro forma consolidated financial information for the period from 1 January 2006 to 31 December 2006 (12 months) and for the period from 1 January 2007 to 30 June 2007 (six months). Further information on the assumptions used in the preparation of the pro forma financial information can be found in Chapter 7: “Financial Information”. The following consolidated financial statements are discussed in this chapter and have been prepared in accordance with International Financial Reporting Standards (IFRS):

− Audited consolidated balance sheet and income statement of Pinguin NV as at 30 June 2005, excluding the acquisition of the Lutosa Group.

− Audited consolidated balance sheet, income statement and notes of Pinguin NV as at 30 June 2006, excluding the acquisition of the Lutosa Group.

− Audited consolidated balance sheet, income statement and notes of Pinguin NV as at 30 June 2007, excluding the acquisition of the Lutosa Group.

− Pro forma consolidated income statement, balance sheet and notes of Pinguin NV for the calendar year to 31 December 2006, including the acquisition of the Lutosa Group as if it had taken place on 1 January 2006.

− Pro forma consolidated income statement, balance sheet and notes of Pinguin NV for the first half of 2007 as at 30 June 2007, including the acquisition of the Lutosa Group as if it had taken place on 1 January 2007.

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6.1.1. Income statement of Pinguin NV The table below contains the consolidated income statements for the financial years to 30 June 2005, 30 June 2006 and 30 June 2007 of Pinguin NV in accordance with IFRS.

Year ending 30 June (in thousands of EUR) 30/06/2007 Growth (%) 30/06/2006 Growth (%) 30/06/2005 CONTINUED OPERATIONS Sales 147,242 -1.22% 149,058 1.23% 147,252 Increase/decrease in inventory 5,179 -426.54% -1,586 9.00% -1,455 Negative goodwill recognised in income statement

1,586

Other operating income 4,683 121.94% 2,110 7.22% 1,968 Raw materials, consumables and goods for resale

-83,235 0.59% -82,748 2.07% -81,070

Gross profit 75,455 12.90% 66,834 0.21% 66,695 Margin 47.55% 44.68% 45.14% Services and other goods -38,441 8.01% -35,591 0.22% -35,514 Personnel costs -19,847 -12.02% -22,558 n/m -24,732 Depreciation and amortization -5,742 10.68% -5,188 12.10% -4,628 Reversal of impairment losses on assets 887 n/m Impairments, write-offs and provisions -86 -90.93% -948 18.65% -799 Other operating charges -1,703 4.86% -1,624 n/m -2,463 Operating result (EBIT) 10,523 1037.62% 925 n/m -1,441 Margin 6.63% 0.62% -0.98% EBITDA 13,878 96.54% 7,061 77.15% 3,986 Margin 8.75% 4.72% 2.70% Financial income 725 -17.61% 880 207.69% 286 Financial expenses -3,065 n/m -3,755 n/m -5,020 Operating result after net finance costs 8,183 n/m -1,950 n/m -6,175 Taxes -1,283 110.67% -609 n/m -921 NET RESULT FROM CONTINUED OPERATIONS

6,900 n/m -2,559 n/m -7,096

Margin 4.35% -1.71% -4.80% DISCONTINUED OPERATIONS -100.00% -334 n/m -410 Total result from discontinued operations -100.00% -334 n/m -410 NET RESULT OF THE GROUP 6,900 n/m -2,893 n/m -7,506 Share of the Group 6,868 n/m -3,546 n/m -8,032 Minority interests 32 -95,10% 653 24.14% 526

6.1.1.1. Sales The sales of the Pinguin Group consist of products which are all within the frozen vegetable segment. Consequently, the Group has hitherto opted for geographically based segment reporting, since everything is within the frozen vegetable segment. The intention is that following the acquisition of the Lutosa Group business segment reporting will be used in addition to the geographical segmentation. The business segment reporting will include a breakdown between the frozen vegetable segment and the potato segment. In the full financial year 2006/2007, Pinguin recorded consolidated sales of EUR 147.2 million. This represents a slight decrease of 1.2% compared to the 2005/2006 financial year, in which consolidated sales amounted to EUR 149.1 million. The percentage of sales increase achieved between the 2004/2005

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and 2005/2006 financial years amounted to 1.2%. Hence there is no difference between the current level of sales (2006/2007 financial year) and the level two years ago. The decrease in sales was due to lower sales volumes in the UK and the loss of custom work for third parties in the UK. In addition, it was decided to reduce the unprofitable customers following the restructuring in the UK in the previous financial year. This decrease was largely offset by the higher selling prices and the increase in sales volumes in Belgium. On 1 June 2007 Pinguin acquired the activities of Padleys Vegetables Ltd for the sum of EUR 1.5 million through its British subsidiary Pinguin Foods UK. These activities are therefore included in the consolidation for one month. The additional turnover resulting from this acquisition in the 2006/2007 financial year amounted to EUR 3.5 million. A description of the impact of this transaction on the consolidated income statement and balance sheet can be found in section 6.3 of this Prospectus.

Geographic sales breakdown:

Sales (in thousands of EUR) 30/06/2007 30/06/2006 30/06/2005 Belgium 23,570 16.01% 19,591 13.14% 18,965 12.88% UK 47,739 32.42% 57,756 38.75% 55,254 37.52% France 27,204 18.48% 24,505 16.44% 29,531 20.05% Germany 23,015 15.63% 21,459 14.40% 20,996 14.26% Other EU countries 21,147 14.36% 21,492 14.42% 19,676 13.36% Other 4,567 3.10% 4,255 2.85% 2,830 1.92% Total sales 147,242 100% 149,058 100% 147,252 100.00% Pinguin sells its products in more than 40 countries. Nevertheless, the majority of sales continue to be made in Belgium and neighbouring countries. The importance of sales in the UK decreased dramatically during the 2006/2007 financial year. This decrease was due to the discontinuation of custom work for third parties and the decision to reduce the unprofitable UK customers. As a result of supply problems, the management opted for a margin strategy rather than the previous volume strategy. In addition, the changes in the relative importance of the various countries from one year to the next are explained by changes in the customer portfolio, as sale contracts have to be renegotiated each year. The importance of the UK is set to increase in the future, since Salvesen and Padley sell almost exclusively in the United Kingdom. Product breakdown Sales (in thousands of tonnes) 30/06/2007 30/06/2006 30/06/2005 Peas 24,776 32,371 27,290 Carrots 29,010 21,004 26,976 Mixtures 30,547 33,975 31,810 Beans 19,253 18,562 17,263 Corn 12,640 9,811 9,354

Top 5 (subtotal) 116,225 115,723 112,693 Other products 72,512 75,972 59,456 Total tonnage sold 188,737 191,695 172,149 % top 5 in total 62% 60% 65%

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The main basic vegetables for Pinguin are peas, carrots, beans and corn. In addition, Pinguin generates a large proportion of its turnover from the sale of mixtures. The relative importance of these five main product groups varies, and in 2006/2007 accounted for 62% of the total tonnage sold, compared to 60% in 2005/2006 and 65% in 2004/2005. The decrease in the volume of peas sold in 2006/07 was due to the deliberate reduction of some less profitable customers in the UK and temporary shortages of supplies from the producers. In order to fully utilise the available production capacity at Pinguin Aquitaine, more carrots were purchased and processed in 2006/07. The conditions in the market for corn recovered in 2006/07 and the purchasing conditions were also revised, as a result of which profitability on these products was restored. 6.1.1.2. Change of inventories Due to the specific nature of the production process and climate conditions, Pinguin has to have substantial inventories at its disposal. This is because the raw materials have to be processed (i.e. frozen) immediately after harvest and consequently the harvest season for vegetables coincides with the company’s production season. Inventories have to be built up during this period in order to meet demand for a full year. Pinguin is continuing to work on the optimisation of inventory levels. It is true that inventories rose by EUR 5.3 million during the last financial year, but that was mainly due to the acquisition of part of the inventories when the activities of Padley were acquired in June 2007 (+EUR 3.2 million). In the previous financial years the inventories were reduced in order to minimise the working capital requirement. 6.1.1.3. Negative goodwill recognised in income statement and other operating income The acquired assets of Padley Vegetables were valued at fair value in accordance with IFRS, which resulted in the recognition of negative goodwill in the profit and loss accounts amounting to EUR 1.6 million. This relates to the difference between the fair value (EUR 3.1 million) and the actual purchase price paid (EUR 1.5 million). In the 2006/2007 financial year, other operating income was much higher than in previous financial years. This was mainly due to the sale of the site at Ypres, on which a capital gain of EUR 2.1 million was realised. The other components of operating income are mainly transport costs invoiced to customers. 6.1.1.4. Costs of raw materials, consumables and goods for resale These costs comprise purchases of fresh vegetables, purchases of frozen vegetables, packaging materials as well as external storage, work carried out by third parties (e.g. custom work) and the on-charging of transport costs for purchases. Details of this cost item are provided in section 7.4.5. Operating expenses. The increase in purchases of fresh vegetables in 2006/2007 (+10.2%) is explained by a significant increase of own production in Belgium and France. In the 2005/2006 financial year, there was a decrease of EUR 1,286k compared to 2004/2005 relating to the purchase of fresh vegetables in spite of exceptionally low production in the respective period. Increases were recorded in purchases of frozen products (+15.3%) in both the 2006/2007 and 2005/2006 financial years. The increase in purchases of frozen products in the last financial year is explained partly by the acquisition of the inventory of the former Padley Vegetables and partly by the rise in purchase prices. In 2005/2006, this related mainly to lower own production, as a result of which more had to be purchased in order to meet demand. In the 2006/2007 financial year, there was a sharp fall (-66.3% compared to 2005/06) in the ‘storage and work carried out by third parties’ cost category. In the past, the management and operation of the cold stores (at the King’s Lynn site) was in the hands of Celsius First Ltd, an external company. Since mid-June 2006, the storage activity has been managed internally. This has led to a large decrease in external storage costs. We also store less externally in France.

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6.1.1.5. Gross profit The gross margin has improved in comparison with the previous two years by 2.41% and 2.87% respectively and now amounts to 47.55% of the operating income. The decrease in the 2005/2006 financial year is explained by the poor situation with regard to corn prices, strong competition, price pressure in the UK and lower supplies of fresh vegetables, as a result of which the assumed own production volumes in Belgium and the UK could not be achieved in full (and consequently a greater call was made on purchases of frozen products from third parties). In spite of the extreme climate conditions in 2006/2007, Pinguin succeeded in increasing own production, benefiting its gross margin. Furthermore, the Group put a stop to the negative price spiral during the past year and price rises were recorded in Belgium and in the UK. 6.1.1.6. Costs of services and other goods Overhead costs (services and other goods) rose by EUR 2.9 million in 2006/2007 compared to 2005/2006. This is the combined effect of a rise in energy costs in the UK as a result of bringing cold stores under internal management (albeit offset by the decrease in external storage costs recorded on purchases), increased production, additional costs for temporary personnel and seasonal workers and a decrease in the costs of external consultancy. Details of these cost items are provided in section 7.4.5. Operating expenses. Compared to 2004/2005, services and other goods remained stable in 2005/2006. 6.1.1.7. Personnel expenses Personnel expenses have fallen considerably in the past two financial years. After a decrease of EUR 2.2 million (-8.8%) in 2005/2006, personnel expenses in 2006/2007 fell again by EUR 2.7 million (-12.0%) compared to the previous year. This decrease in personnel expenses (EUR 2.7 million) is mainly due to the successful restructuring carried out last year in the UK. A large number of employees were made redundant at the British subsidiary. It is true that the decrease in personnel expenses is partly offset by the temporary employment costs, which rose by EUR 1.6 million in 2006/2007. The impact of the restructuring of Padley Vegetables in the 2006/2007 financial year is limited, since it only began in June 2007. The bulk of the restructuring costs will follow in the 2007/2008 financial year. At the end of the 2006/2007 financial year, Pinguin converted a number of the temporary and seasonal contracts into indefinite term contracts. This took place in the context of the continuing favourable outlook, the permanent nature of some temporary functions, the company policy of integrating people’s experience more effectively into the business and the changes made to the administration in France and the UK. The decrease of EUR 2.2 million (-8.8%) in 2005/2006 is mainly due to the closure and transfer of the activities of the former Euragra operation in Brittany, involving 43 redundancies, and the restructuring at Pinguin Aquitaine in the previous year, which can now be included for a full year. From September 2005 the Euragra activities were continued at the Belgian site at Westrozebeke with a substantially more favourable cost structure, due to the existing infrastructure, technology and know-how.

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6.1.1.8. Depreciation and amortization The rise in depreciation and amortisation is due to the additional depreciation of investments (see tangible fixed assets in discussion 6.1.2. Balance sheet of Pinguin NV). 6.1.1.9. Impairments, write-offs and provisions Impairments, write-offs and provisions (in thousands of EUR) 30/06/2007 30/06/2006 30/06/2005 Impairments of inventory 619 663 754 Impairments of trade receivables -259 401 -13 Provisions -274 -116 58 Amounts written off and provisions 86 948 799 As a result of extensive credit management combined with substantial credit insurance, Pinguin has not had to write off any appreciable amounts in the past two years. Write-offs or Impairments of inventories are recorded on the basis of strict criteria with regard to shelf life, with Pinguin always giving precedence to the customer’s interests with regard to quality and food safety. 6.1.1.10. Operating result EBIT improved considerably by EUR 9.6 million and amounted to EUR 10.5 million. A positive operating result (continued activities) of EUR 0.9 million was recorded in the 2005/2006 financial year. A negative operating result was recorded in 2004/2005. The results in the 2006/2007 financial year were positively impacted by a number of non-recurring events. These concerned a capital gain on the sale of the Ypres site (EUR 2.1 million before tax) and a writeback of the impairment loss amounting to EUR 0.5 million due to the improved outlook at Pinguin Foods UK. In addition, on 1 June 2007, Pinguin Foods UK acquired the assets and activities of Padley Vegetables. An initial restructuring of the company management was immediately carried out, at a cost of EUR 0.2 million. The activities acquired at Boston (formerly Padley) were valued at fair value on the basis of IFRS, resulting in negative goodwill of EUR 1.6 million being included in the result. In total, these non-recurring events had a positive impact of EUR 4.0 million on the operating result. If the non-recurring events are excluded, the operating result is EUR 6.5 million. This corresponds to an EBIT margin on operating income of 4.1%. The operating result for the 2005/2006 financial year includes non-recurring restructuring costs of EUR 1.6 million. If these are excluded, the EBIT margin is 1.7%. 6.1.1.11. EBITDA The EBITDA of the continued business activities improved by EUR 6.8 million compared to the previous financial year and now amounts to EUR 13.9 million. This represents 8.8% of operating income. In the previous financial year the EBITDA margin was 4.7%. The sale of the business (and site) at Ypres (EUR 2.1 million) and the restructuring of Boston (EUR -0.2 million) are non-recurring events which affect EBITDA in an amount of EUR 1.9 million. If these non-recurring events are excluded, EBITDA is EUR 12.0 million. 6.1.1.12. Financial income/expenses The financial result rose by EUR 0.5 million compared to 2005/2006. This is the combined effect of a decrease in financial income of EUR 0.2 million, offset by a decrease of EUR 690k in financial expenses. This decrease is mainly due to the positive effects of exchange rate fluctuations, mainly as a result of the

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trend in the pound sterling against the Euro and falling interest charges for leasing liabilities due to the continued repayment of leasing liabilities. In addition, the financial expenses were negatively impacted by the impairment of the shares of Starbrand Polska and Tomates d’Aquitaine. Starbrand Polska was a marketing agency in which Pinguin was one of the six partners. Pinguin terminated this co-operation due to the limited results. In addition, the remaining shares of Tomates d’Aquitaine were written down, resulting in an additional expense of EUR 0.1 million. The financial result in the 2005/2006 financial year amounted to EUR -2.9 million, which represents an improvement of EUR 1.9 million compared to 2004/2005. This was the combined effect of a rise in financial income of EUR 0.6 million, mainly due to positive exchange rate differences, and a decrease in financial expenses. The latter fell by EUR 1.3 million in 2005/2006 due to the further reduction of debt and the decrease in working capital. This further reduction of debt was made possible in part by the capital increases of EUR 5 million in November 2005 and EUR 2.5 million in May 2006. 6.1.1.13. Pre-tax result The measures taken in the past financial year and the increase in activities resulted in an improvement of EUR 10.1 million in the pre-tax result. The pre-tax result now amounts to EUR 8.2 million. If the discontinued business activities are included, there was a negative pre-tax result of EUR 2.3 million in the previous financial year. 6.1.1.14. Income tax There is no tax consolidation at the level of the Pinguin Group. In addition, the company recognised no deferred tax assets up to and including the 2005/2006 financial year. No deferred tax assets were recorded, because, on a prudent basis, there was insufficient certainty that these losses could be offset against future profits within the foreseeable future. In the 2006/2007 financial year, in view of the successful turnaround, a deferred tax asset was created for the first time for an amount of EUR 0.4 million. That concerns Pinguin NV and relates to the one-year outlook. The company has always created deferred tax liabilities. 6.1.1.15. Net profit The profit after tax now amounts to EUR +6.9 million. In comparison with the consolidated loss of EUR -2.9 million in the previous financial year, this is an improvement of EUR 9.8 million. The impact of the non-recurring events on the 2006/2007 net profit amounted to EUR 4.0 million. The net margin now amounts to 4.35% compared to -1.71% in 2005/2006 and -4.8% in 2004/2005. 6.1.2. Balance sheet of Pinguin NV The table below contains the company’s balance sheets as at 30 June 2005, 2006 and 2007 in accordance with IFRS.

ASSETS (IN THOUSANDS OF EUR)

30/06/2007 Growth (%)

30/06/2006 Growth (%) 30/06/2005

FIXED ASSETS 60,136 11.19% 54,085 0.72% 53,697 Intangible assets 821 209.81% 265 -35.84% 413 Property, plant and equipment 58,678 10.36% 53,172 1.00% 52,645 - Land and buildings 29,837 -4.19% 31,141 -3.56% 32,292 - Plant, machinery and equipment 28,226 34.95% 20,916 6.89% 19,567 - Furniture and vehicles 615 1.49% 606 28.94% 470 - Other -100.00% 164 0.00% 164 - Under construction and advance payments

-100.00% 345 126.97% 152

Financial fixed assets -100.00% 220 103.70% 108 - Available-for-sale financial assets -100.00% 220 103.70% 108 Deferred tax assets 350 n/m

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Long-term receivables (> 1 year) 287 -32.94% 428 -19.40% 531 - Other 287 -32.94% 428 -19.40% 531 CURRENT ASSETS 72,954 25.62% 58,073 -2.86% 59,782 Inventories 33,458 18.81% 28,162 -9.43% 31,094 - Raw materials and consumables 3,456 17.99% 2,929 -12.09% 3,332 - Work in progress and finished products 30,002 18.90% 25,233 -9.11% 27,762 Amounts receivable 31,472 15.65% 27,214 4.26% 26,101 - Trade receivables 29,310 18.21% 24,795 3.76% 23,897 - Other receivables 2,162 -10.62% 2,419 9.75% 2,204 Financial assets 86 6.17% 81 n/m - Derivatives 86 6.17% 81 n/m - Short term deposits Cash and cash equivalents 6,963 343.50% 1,570 6.37% 1,476 Deferred charges and accrued income 975 -6.79% 1,046 -5.85% 1,111 TOTAL ASSETS 133,090 18.66% 112,158 -1.16% 113,479

6.1.2.1. Intangible assets As at 30 June 2007, intangible assets amounted to EUR 0.8 million, compared to EUR 0.3 million as at 30 June 2006. The rise in intangible fixed assets is due to the implementation of a new ERP package in Belgium. 6.1.2.2. Tangible fixed assets Tangible fixed assets rose last year as a result of the investments made (+EUR 10.3 million) and the inclusion of the assets of Padley (EUR +3.08 million). The depreciation in the various entities (+EUR 5.3 million), the sale of the French fries line at Pinguin Foods UK and the sale of the Ypres site jointly resulted in a net removal of assets amounting to EUR 3.8 million. Taking into account these changes and the changes in net investment grants, net growth of EUR 5.5 million is recorded in the 2006/07 financial year. The main investments as at 30 June 2007 relate to the construction of a new mixing and packing area and the construction of an automated cold store. In addition there were a number of important investments in machinery, including a multi-line palletiser, packing lines and digital sorting machines. The transfers and withdrawals as at 30 June 2007 amounted to EUR 5.2 million and related mainly to the sale of land and buildings including the tangible fixed assets of Pinguin Ypres, which were sold to an external party. The other transfers and withdrawals consist mainly of the sale of the French fries line at Pinguin Foods UK. The main investments as at 30 June 2006 related to the acquisition of more efficient packing machines at Pinguin NV with a view to the modernisation of the packing department, the optimisation of the existing machinery at Pinguin NV, additional investments in refrigerating plant and machinery rooms at Pinguin Langemark, the installation of the soup and sauce line at Pinguin NV with the necessary expansion of the machine rooms, the establishment of a bean line at Pinguin Aquitaine and the waste water treatment project in the United Kingdom. The transfers and withdrawals amounting to EUR 1.9 million as at 30 June 2006 related mainly to the sale of the tangible fixed assets of Pinguin Salads, which were sold at their net carrying value to a third party. 6.1.2.3. Financial fixed assets The decrease in the financial fixed assets is explained by the impairment loss in respect of the participation in Starbrand Polska and Tomates d’Aquitaine. Starbrand Polska was a marketing agency for Eastern and Central Europe, in which Pinguin was one of the six partners. Pinguin discontinued this operation due to the limited results. In addition, the remaining shares of Tomates d’Aquitaine were written down, entailing an additional expense of EUR 125k. 6.1.2.4. Deferred tax assets As at 30 June 2007, the Pinguin Group has not recognised any deferred tax assets in respect of deductible temporary differences except for Pinguin NV, where a deferred tax asset was created in an amount of EUR 350k. As a result of better budgeted results at Pinguin NV, it is considered sufficiently certain that

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there will be sufficient taxable profit available in the forthcoming financial year against which to offset this recognised tax asset. 6.1.2.5. Long-term receivables Amounts receivable after one year amount to EUR 0.3 million this year, compared to EUR 0.4 million as at 30 June 2006. These concern guarantees which are issued as a function of the repayment of certain credits. 6.1.2.6. Inventories Pinguin has continued to work on the optimisation of inventory levels. The inventories are EUR 5.3 million higher, but this is mainly due to the inclusion of part of the inventories on the acquisition of the Padley activities in June 2007 (+3.2 million). In addition, the pea season in the UK began earlier, as a result of which the processing of peas began in June this year. The number of days of inventory rose from 77 as at 30 June 2005 to 83 as at 30 June 2007. As stated, the inventory reaches its low point in June, so this ratio gives a somewhat distorted picture. Pinguin limits its inventories of packaged goods to a certain buffer level as a function of the capacity of the packaging machines, the customer requirements and the supply conditions, with the subcontractors bearing the bulk of the inventory risk. Because of the seasonal character of the company, inventories reach their lowest point in May/June of each year and peak traditionally in November/December. 6.1.2.7. Trade receivables Trade receivables rose from EUR 23.9 million as at 30 June 2005 to EUR 29.3 million as at 30 June 2007. The number of days of customer credit rose from 49 in 2004/2005 to 60 in 2006/2007. The rise in 2006/2007 can be explained by the acquisition of the Padley activities on 1 June 2007. Padley’s sales in June 2007 are consequently included in the revenues. No payments had been received in respect of these sales as at 30 June 2007. If these transactions are excluded, the number of days of customer credit rose from 59 to 65.5. This rise is due to the change in the customer portfolio, which now includes more customers with longer payment terms. Pinguin has an efficient credit management policy. This involves strict control and monitoring of the receivables and credit insurance is used in respect of all trade receivables. These are covered to the extent of approximately 85%. 6.1.2.8. Cash and cash equivalents As at 30 June 2007, Pinguin had EUR 7 million in cash, compared to EUR 1.6 million as at 30 June 2005. This increase is mainly related to the proceeds of the sale of the Ypres site. This site and its activities were sold on 30 June 2007.

EQUITY AND LIABILITIES (IN THOUSANDS OF EUR)

30/06/2007 Growth (%) 30/06/2006 Growth (%) 30/06/2005

SHAREHOLDERS’ EQUITY 46,603 68.96% 27,582 21.03% 22,789 Share capital 48,229 34.91% 35,750 -1.95% 36,461 - Subscribed capital 48,229 34.91% 35,750 -1.95% 36,461 Share premiums Consolidated reserves -2,344 n/m -9,205 n/m -13,888 Cumulative translation adjustments -321 -1170.00% 30 -121.74% -138 Minority interests 1,039 3.18% 1,007 184.46% 354 AMOUNTS PAYABLE IN MORE THAN ONE YEAR

16,139 -14.91% 18,966 -20.66% 23,905

Provisions for pensions and similar rights 12 -29.41% 17 -19.05% 21

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Other provisions 57 -82.62% 328 -25.45% 440 Financial liabilities 8,435 -33.03% 12,595 -30.24% 18,054 - Financial leases 3,223 -33.34% 4,835 -25.82% 6,518 - Credit institutions 3,081 -36.66% 4,864 -19.63% 6,052 - Bond loans 829 -63.89% 2,296 -39.02% 3,765 - Other 1,302 117.00% 600 -65.10% 1,719 Other amounts payable Deferred tax liabilities 7,635 26.70% 6,026 11.80% 5,390 AMOUNTS PAYABLE IN ONE YEAR OR LESS

70,348 7.22% 65,610 -1.76% 66,785

Financial liabilities 32,539 -6.86% 34,936 4.56% 33,411 - Current portion of non current financial liabilities

6,603 -13.98% 7,676 9.38% 7,018

- Credit institutions 25,936 -4.86% 27,260 3.28% 26,393 - Others Trade payables 33,879 26.86% 26,705 -3.37% 27,637 Advances received on contracts Tax payables 681 -4.62% 714 -11.63% 808 Remuneration and social security 2,806 4.00% 2,698 5.35% 2,561 Other amounts payable 354 29.20% 274 -84.21% 1,735 Accrued charges and deferred income 89 -68.55% 283 -55.29% 633 TOTAL EQUITY AND LIABILITIES 133,090 18.66% 112,158 -1.16% 113,479

6.1.2.9. Subscribed capital On 25 November 2005 the share capital was reduced by EUR 8,213k in respect of past losses. This was followed on the same day by a first private placement of 692,520 shares, which were issued after cancellation of the preferential subscription right pursuant to articles 596 and 598 of the Belgian Company Code by decision of the extraordinary general meeting of Pinguin NV on 25 November 2005 and which were subscribed in full by STAK. On 10 May 2006 there followed a second private placement of 297,832 shares within the framework of the authorised capital. These shares were subscribed by Lur Berri, a company registered in France (201,170 shares) and by Société Par Actions Simplifiée Primco, a company registered in France (96,662 shares). Following these operations, the issued share capital in accordance with IFRS amounted to EUR 35,750k. On 26 October 2006 the extraordinary general meeting of Pinguin NV resolved to increase the capital by EUR 12,500k. This capital increase was subscribed by KBC PE (134,589 shares), Lur Berri (201,884 shares) and STAK (1,345,895 shares). The issued share capital according to IFRS then amounts to EUR 48,229k. The costs in respect of the capital increases were deducted from the capital in accordance with IAS 32. 6.1.2.10. Reserves The consolidated reserves as at 30 June 2007 amounted to EUR -2.3 million, compared to EUR -9.2 million as at 30 June 2006, as a result of the incorporation of profit. No dividend has been paid in the past two years. The losses from 2005/2006 and 2004/2005 were incorporated in the reserves. As described above, the capital was reduced by negative reserves in an amount of EUR 8.2 million in 2005/2006. 6.1.2.11. Minority interests As in the previous year, Pinguin has a 52% participating interest in Pinguin Aquitaine. This subsidiary reported a net profit of EUR 67k for the year ending on 30 June 2007. 48% of this result has therefore been stated under minority interests. 6.1.2.12. Bank loans and leases Pinguin uses long-term investment credits and leases to finance its investments. These liabilities amounted to EUR 6,304k as at 30 June 2007, compared to EUR 9,699k in the previous year. In the

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context of the continued reduction of debt, no new long-term interest-bearing liabilities to credit institutions were entered into in 2005/2006. New investment credits were planned for 2006/2007, EUR 2.2 million of which had already been drawn as at 30 June 2007. In past years Pinguin has opted to consistently reduce its debt position. This was made possible in part by the various capital increases. 6.1.2.13. Bond loan The bond has a term to 31 December 2008 and carries a coupon of 8%. The interest is payable annually in arrears. The loan is being repaid above par. The decrease of EUR 2,067k in the subordinated bond loan compared to 30 June 2006 is entirely due to the normal contractual redemptions. No early redemptions have taken place. 6.1.2.14. Other loans The other long-term loans consist of a loan entered into in respect of Agence d’eau, amounting to EUR 387k as at 30 June 2007 (30 June 2006: EUR 600k), at Pinguin Aquitaine. The remaining amount is the outstanding liability in respect of the asset deal with Padley Vegetables Ltd. The other amount which was still recorded as at 30 June 2005 consists of the current account in respect of Lur Berri and Primco. 6.1.2.15. Deferred tax liabilities Deferred tax liabilities are mainly related to the differences between IFRS and the local accounting rules with regard to depreciation of tangible fixed assets and amortisation of intangible fixed assets. 6.1.2.16. Short-term liabilities Short-term interest-bearing loans The fall in short term liabilities to credit institutions reflects a momentary situation, as this item fluctuates as a function of inventory levels, the supply of fresh vegetables, receivables and the company’s cash situation. These short-term liabilities have a variable interest rate (Euribor + margin). Pinguin hedges against interest rate rises to a large extent. Trade payables Trade payables as at 30 June 2007 amounted to EUR 33,879k, compared to EUR 26,705k as at 30 June 2006 and EUR 27,637k in the previous year. The increase last year is largely due to the purchase of the consumed inventories of Padley Vegetables at the end of June 2007. Other payables The considerable decrease in other payables in 2005/2006 compared to 2004/2005 is due to the repayment of certain liabilities in respect of the shareholders Lur Berri and Primco at Pinguin Aquitaine, as a result of the capital increase of EUR 2,532k on 10 May 2006.

6.2 PRO FORMA FINANCIAL STATEMENTS OF PINGUIN NV + LUTOSA

In view of the fact that the Pinguin Group acquired the Lutosa Group in September 2007 and carried out a sale-and rent-back operation relating to the real estate of the Lutosa Group in October, the company has prepared a pro forma consolidated balance sheet in accordance with IFRS as at 31 December 2006 (12 months) and 30 June 2007 (six months) as if these transactions had taken place on 1 January 2006 and 1 January 2007. In addition, a pro forma consolidated profit and loss account was drawn up in accordance with IFRS for the 2006 calendar year (1 January 2006 - 31 December 2006 (12 months)) and for the first half of the 2007 calendar year (1 January 2007 - 30 June 2007 (6 months)) as if these transactions had taken place on 1 January 2006 and 1 January 2007.

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This information is only provided for illustration purposes. By its nature, this pro forma information illustrates a hypothetical situation and consequently does not represent the actual financial position and financial performance of the Pinguin Group. The main elements not taken into account in these pro forma figures, due to the lack of factual figures on the date of issue of this prospectus, relate to:

− The valuation at fair value of the Lutosa brand name and any amortisation thereof − The valuation at fair value of Lutosa’s customer relations and any amortisation thereof − The valuation at fair value of Lutosa’s machines and any depreciation thereof − The valuation at fair value of Lutosa’s inventories − The valuation of Lutosa’s potato contracts and any amortisation thereof − The deferred taxes on the above adjustments − The adjustment of the pro forma goodwill as a result of the above adjustments

The following discussion and analysis must be read in conjunction with (i) the section entitled ‘Pro forma financial information of Pinguin Group after the acquisition of the Lutosa Group’ and (ii) the audited consolidated financial statements and accompanying notes, which can be found elsewhere in this prospectus. Further information on the revision and assumptions used in the preparation of the pro forma financial information can be found in sections 7.6 and 7.7, in which the pro forma financial information is discussed in detail. 6.2.1. Income statement in accordance with IFRS The table below contains the pro forma consolidated profit and loss account of the Pinguin Group and the Lutosa Group in accordance with IFRS as at 31 December 2006 and 30 June 2007, also including the sale and rent-back operation relating to the real estate of the Lutosa Group as if these transactions had taken place on 1 January 2006 and 1 January 2007.


Pro forma Income


Pro forma Income



Income statement 31/12/2006

Pinguin Group

Lutosa Group

Intercom-pany

elimination

Fair value

adjust-ment



GROUP)


CY 2006 (12m)

CY 2006 (12m)

Sales 147,320 183,394 330,714 Increase/decrease in inventory

1,147 3,777 4,924


Other operating income 1,848 1,469 3,317 Raw materials, consumables and goods for resale

-83,584 -98,915 -182,499

Gross profit 66,731 89,725 156,456 Margin 44.39% 47.56% 46.16% Services and other goods -35,953 -41,895 -4,221 -82,069 Personnel costs -19,176 -25,085 -44,261 Depreciation and amortization

-5,282 -12,349 2,475 -15,156



-966 -10 -976

Other operating charges -1,156 -2,037 -3,500 -6,693 Operating result (EBIT) 4,198 8,349 -5,246 7,301 Margin 2.79% 4.43% 2.15% EBITDA 10,446 20,708 -8,000 23,154 Margin 6.95% 10.98% 6.83%

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Financial income 562 754 1,316 Financial expenses -3,061 -2,006 -3,770 -8,837 Operating result after net finance costs

1,699 7,097 -3,770 -5,246 -219

Taxes

306 -2,421 360 -1,755


2,005 4,676 -3,770 -4,886 -1,975

Margin 1.33% 2.48% -0.58%




CONSOLIDATED PRO FORMA Income statement 30/06/2007

Pinguin Group

Lutosa Group

Intercom-pany elimination





1 half 2007 (6m)

1 half 2007 (6m)

Sales 72.813 123.913 -16 196.710 Increase/decrease in inventory

-9.081 -1.470 -10.551


1.586 1.586

Other operating income 3.448 933 4.381 Raw materials, consumables and goods for resale

-34.422 -64.301 16 -98.707

Gross profit 34.344 59.075 93,419 Margin 49.94% 47.88% 48.62% Services and other goods -16.893 -20.163 -2.110 -39.166 Personnel costs -10.203 -12.403 -22.606 Depreciation and amortization

-3.014 -5.817 1.221 -7.610


887 887


377 -34 343

Other operating charges -1.094 -933 -3.500 -5.527 Operating result (EBIT) 4,404 19,725 -4,389 19,740 Margin 6.40% 15.99% 10.27% EBITDA 4,568 25,576 -5,750 24,394 Margin 6.64% 20.73% 12.70% Financial income 334 456 790 Financial expenses -1.670 -952 -1.885 -4.507 Operating result after net finance costs

3,068 19,229 -1,885 -4,389 16,023

Taxes

-1.580 -7.036 68 -8.548


1,488 12,193 -1,885 -4,321 7,475

Margin 2.16% 9.88% 3.89%

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A description of the various adjustments to the consolidated pro forma profit and loss accounts as at 31 December 2006 and 30 June 2007 can be found in section 7.7 of this prospectus. 6.2.1.1. Sales Sales can be divided into the sale of frozen vegetables (Pinguin Group) and the sale of potato products (Lutosa Group). For the 2006 calendar year, pro forma consolidated sales amounted to EUR 330,714k, and for the first half of 2007 EUR 196,710k. The Lutosa Group’s share amounted to 55.45% during the 2006 calendar year. It rose further to 62.99% in the first half of 2007. The rise in Lutosa’s share of consolidated sales in the first half of 2007 is due entirely to the fact that in the first six months of the 2007 calendar year the Lutosa Group was able to increase the prices of its products substantially. It should be stated that these price rises are fairly exceptional and result from the rise in raw materials prices due to the shortage in 2006 and the first half of 2007. Supplies of potatoes are expected to return to a normal level in the second half of 2007. As a result, we do not expect that it will be possible to extrapolate Lutosa’s half-year figures for the full year. Normally – on the basis of constant selling prices – the sales would be spread relatively evenly over the entire financial year, since there are only limited fluctuations between the various months with regard to the volumes sold. 6.2.1.2. Increase/decrease in inventories For the period from 1 January 2006 to 31 December 2006 inclusive, inventories rose by EUR 4,924k, in contrast to the first half of 2007, when inventories decreased by EUR 10.6 million. The large increase between the two periods is due to the seasonal nature of the companies. This is most marked in the frozen vegetable sector (potato production is less seasonal).

− Inventories of frozen vegetables reached their lowest level in May-June (just before the production season) and reach their peak after the vegetable season, particularly in December.

− The decrease at Lutosa is due among other things to the shortage of potatoes as a result of the poor harvest in the previous year.

6.2.1.3. Negative goodwill recognised in the income statement On 1 June 2007 Pinguin acquired the assets and activities of Padley Vegetables through Pinguin Foods UK. The acquired assets were valued at fair value in accordance with IFRS, leading to the inclusion of negative goodwill of EUR 1.6 million in the result. 6.2.1.4. Other operating income The other operating income of the Pinguin Group (before the acquisition of the Lutosa Group) for the 2006 calendar year amounted to EUR 1,848k. In the first half of the year the other operating income of the Pinguin Group (before the acquisition of the Lutosa Group) rose to EUR 3,448k. This large increase is explained by the sale of the land and buildings and the business at Ypres. The capital gain of EUR 2,128k realised on this transaction was recorded under other operating income. The other operating income of the Lutosa Group partially comprised the income related to the cogeneration plant on the production site. 6.2.1.5. Gross profit/gross margin In the first half of 2007, Lutosa succeeded in keeping its gross profit margin fairly stable. Although potato prices rose sharply, Lutosa was able to pass on this rise in its selling prices (this rise amounted to 50% in the case of frozen French fries), since the poor potato harvest threatened to lead to a shortage of potato products. The gross profit in absolute figures was, however, exceptionally high in the first half of 2007 and forms the basis for the high profitability.

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Since Lutosa normally enters into contracts for the period October to the end of September and the potato harvest is expected to be normal, the management expects prices to fall from October. The gross profit margin will be determined by the potato price from October to December inclusive. 6.2.1.6. Operating expenses In the first half of 2007, expenses for services and other goods amounted to 47.7% of those of the previous calendar year. Most expenses for services and other goods are related to the production volumes or volumes sold, the production volume in the first six months amounted to 49.7% of the previous calendar year. The production volumes at Lutosa are normally spread fairly evenly over the two halves of the year, with a slightly higher weight for the second half of the year in view of the fact that production is somewhat higher in the months from October to September inclusive. Similarly, during October to December, greater use is made of temporary employment in order to store the harvested potatoes. The personnel expenses are normally spread fairly evenly over the two halves of the year. In the first half of 2007, personnel expenses amounted to 51.1% of those of the previous calendar year. In the first half of 2007 an impairment loss amounting to EUR 887k in relation to the assets of Pinguin Foods UK was reversed. This is other operating income, which has a positive effect on the operating result. 6.2.1.7. Operating result The pro forma operating result of the Pinguin-Lutosa Group for the 2006 calendar year amounted to EUR 7,301k. In the 2006 calendar year, Pinguin Group contributed 57.5% and the Lutosa Group 42.5%. The amount in the first six months of 2007 is EUR 19,740k. Of this, Pinguin Group contributed 22.3% and Lutosa Group 77.7%. The spectacular improvement in the EBIT margin is due mainly to the price rises which were implemented in the potato and frozen vegetable sector and which were mainly evident in the first half of the 2007 calendar year. It should be stated that the largest rise with regard to the 12-month figures was caused by Lutosa. This price rise was the most marked in the potato sector. However, this was exceptional and cannot be extrapolated for the full year and the future for Lutosa. Prices are expected to normalise again, as a result of which prices at Lutosa in the second half of 2007 will be markedly lower than in the first half of the year. The results in this financial year were positively impacted by a number of non-recurring events. These concerned a capital gain on the sale of the Ypres site (EUR 2.1 million before tax) and a writeback of an impairment loss amounting to EUR +0.5 million due to the improved outlook at Pinguin Foods UK. In addition, on 1 June 2007, Pinguin Foods UK acquired the assets and activities of Padley Vegetables. An initial restructuring of the company management was immediately carried out, at a cost of EUR 0.2 million. The activities acquired at Boston (formerly Padley) were valued at fair value in accordance with IFRS, resulting in negative goodwill of EUR 1.6 million being included in the result. In total, these non-recurring events had a positive impact of EUR 4.0 million. 6.2.1.8. EBITDA For the 2006 calendar year, pro forma consolidated EBITDA amounted to EUR 23,154k. In the first half of 2007, Pinguin-Lutosa already achieved an EBITDA of EUR 24,394k. The negative goodwill included in the result is not included in the calculations of the EBITDA, as it is non-cash income. The Pinguin Group generated EBITDA of EUR 4,568k in the first half of 2007. The Lutosa Group was able to generate EBITDA of EUR 25,576k as a result of the exceptional circumstances in the potato sector. 6.2.1.9. Financial result The financial expenses are increasing considerably due to the acquisition, since an additional loan is being entered into in an amount of EUR 64 million. This is an IFRS presentation based on an acquisition price for the Lutosa Group of EUR 175 million and a capital increase of at most EUR 66 million and cash income from the sale and rent-back operation relating to the real estate of the Lutosa Group amounting to

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EUR 45 million. The pro forma figures do not take account of the planned securitisation of trade receivables, see 6.4 ‘Outlook’. The pro forma figures are based on an interest rate of 5.89% on this additional financing. Pinguin is also currently working on a restructuring of the entire credit portfolio. 6.2.1.10. Taxes The rise in the tax expense in the first half of 2007 is due to the positive results of the Lutosa Group during that period. It should be emphasised again that the first half of the year was extremely favourable for the Lutosa Group and that the expectations for the second half are based on a markedly lower result. 6.2.2. Balance sheet in accordance with IFRS The table below contains the pro forma consolidated assets of the Pinguin Group and the Lutosa Group in accordance with IFRS as at 31 December 2006 and 30 June 2007, also including the sale and rent-back operation relating to the real estate of the Lutosa Group as if these transactions had taken place on 1 January 2006 and 1 January 2007.




Pinguin Group

Lutosa Group






30 30

- Leasing and similar rights 6,058 4 6,062 Financial fixed assets 125 30 155 - Available for sale 125 125 - Amounts receivable 30 30 Deferred tax assets 0 Long-term receivables (> 1 year) 392 392 - Other 392 392 CURRENT ASSETS 80,868 87,241 -3,770 -8,000 156,339 Inventories 42,119 26,252 68,371 - Raw materials and consumables 3,282 6,282 9,564 - Work in progress and finished products

38,837 19,962 58,799

- Finished products 8 8 Amounts receivable 32,638 47,501 80,139 - Trade receivables 30,338 44,907 75,245 - Other receivables 2,300 2,594 4,894 Financial assets 2,613 4 2,617 - Derivatives 113 113 - Short term deposits 2,500 4 2,504 Cash and cash equivalents 2,367 13,320 -3,770 -8,000 3,917 Deferred charges and accrued revenues

1,131 164 1,295

TOTAL ASSETS 134,284 155,042 15,315 98,496 -46,337 356,800

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All amounts in thousands of EUR Pro forma

balance sheet 30/06/2007



Pinguin Group

Lutosa Group






0

- Leasing and similar rights 4 4 Financial fixed assets 30 30 - participating interests 0 - receivables 30 30 Deferred tax assets 350 350 Long-term receivables (> 1 year) 287 287 - Other 287 287 CURRENT ASSETS 72,954 97,763 -1 -1,885 -5,750 163,081 Inventories 33,458 25,061 58,519 - Raw materials and consumables 3,456 4,390 7,846 - Work in progress and finished products

30,002 20,590 50,592

- Finished products 81 81 Amounts receivable 31,472 47,745 -1 79,216 - Trade receivables 29,310 45,624 -1 74,933 - Other receivables 2,162 2,121 4,283 Financial assets 86 4 90 - Derivatives 86 86 - Short term deposits 4 4 Cash and cash equivalents 6,963 24,247 -1,885 -5,750 23,575 Deferred charges and accrued revenues

975 706 1,681

TOTAL ASSETS 133,090 160,682 -1 18,275 93,847 -45,341 360,552

A discussion of the various adjustments to the consolidated pro forma balance sheets as at 31 December 2006 and 30 June 2007 can be found in section 7.7 of this prospectus. 6.2.2.1. Intangible fixed assets The intangible fixed assets belong entirely to the Pinguin Group (prior to the acquisition of the Lutosa Group). The increase between the two periods can be explained by the investments in software, which consist mainly of the acquisition and implementation of a new ERP software package (SAP) which was introduced in the Belgian units in June 2007. 6.2.2.2. Goodwill Pro forma goodwill, which increased as a result of the acquisition of the Lutosa Group, amounted to EUR 102,266k as at 31 December 2006. As at 30 June 2007, it decreased to EUR 95,732k. The reason for the decrease was the positive result of the Lutosa Group in the first half of 2007. Further details of the calculation of the goodwill can be found in section 7.7 ‘Pro forma consolidated financial information 2006/2007’ in chapter 7.

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6.2.2.3. Tangible fixed assets The amount of tangible fixed assets in both periods is mainly related to plant, machinery and equipment. The Lutosa Group share is slightly more than half of the net carrying value. 6.2.2.4. Financial fixed assets As at 31 December 2006, this heading for Pinguin Group contained the participating interest in Tomates d’Aquitaine in an amount of EUR 125k. This participating interest was written off in full on 30 June 2007. 6.2.2.5. Deferred tax assets As at 30 June 2007, Pinguin NV created a deferred tax asset of EUR 350k. Due to better budgeted results at Pinguin NV, it is considered sufficiently certain that there will be sufficient taxable profit available in the forthcoming financial year against which to offset this recognised tax asset. 6.2.2.6. Long-term receivables Amounts receivable after one year at Pinguin Group consist mainly of cash guarantees. The credit guarantee (‘gage espèce’) paid by Pinguin Aquitaine amounted to EUR 171k at 30 June 2007, down EUR 101k compared to 31 December 2006 (EUR 272k). The remaining amount consists mainly of guarantees for car leases and pallets. 6.2.2.7. Inventories As stated previously, the higher inventory level as at 31 December 2006 is due to the seasonal nature of the company. The total inventory position as at 30 June 2007 amounted to EUR 58.5 million. Of this, 42.8% was held by Lutosa. At the end of the 2006 calendar year, Lutosa held 38.4%. This relative change is due to the seasonal nature of the frozen vegetable sector. 6.2.2.8. Receivables The pro forma consolidated receivables as at 31 December 2006 amounted to EUR 80,139k. These figures were largely unchanged on 30 June 2007 (EUR 79,216k). Amounts receivable by Lutosa account for 60.8% of this. The average number of days of customer credit at Lutosa at the end of 2006 was 73 (adjusted to take account of VAT payable). The calculated number of days of customer credit is relatively high because the outstanding receivables at the end of 2006 reflect the sharp rise in selling prices, whereas the annual sales revenues do not fully reflect this, since the higher selling prices were only introduced from October 2006 and therefore only affected the annual sales for a period of three months. 6.2.2.9. Financial assets The financial assets are mainly attributable to Pinguin NV. Further information can be found in note 7.4.17 of the consolidated financial statements. The EUR 2.5 million as at 31 December 2006 was a short-term investment which was possible due to a prior capital increase. 6.2.2.10. Cash and cash equivalents As a result of the acquisition, an additional financial loan of EUR 64 million will be entered into, after deduction of the cash income resulting from the sale and rent-back operation relating to the real estate of the Lutosa Group amounting to EUR 45 million. The interest rate used in the pro forma figures is 5.89%. In the ‘Acquisition’ column, the interest charges for the respective period are deducted from the ‘cash and cash equivalents’ heading. Lutosa’s cash rose sharply compared to the situation as at 31 December 2006, standing at EUR 24.2 million at the end of June 2007. This positive trend (+EUR 10.9 million) is due to the sharp rise in selling prices and a strong operating cash flow in the first half of 2007.

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The table below contains the pro forma consolidated liabilities of the Pinguin Group according to IFRS as at 31 December and 30 June 2007, also including the sale and rent-back operation relating to the real estate of the Lutosa Group as if these transactions had taken place on 1 January 2006 and 1 January 2007.




Pinguin Group

Lutosa Group





SHAREHOLDERS’ EQUITY 45,096 67,364 10,109 -11,567 -4,886 106,116 Share capital 48,250 2,082 62,918 113,250 - Subscribed capital 48,250 2,082 62,918 113,250 Share premiums Consolidated reserves -4,510 65,267 10,109 -74,470 -4,886 -8,490 Cumulative translation adjustments -325 -12 12 -325 Minority interests 1,681 27 -27 1,681 AMOUNTS PAYABLE IN MORE THAN ONE YEAR

14,817 20,522 5,206 109,000 -43,576 105,968


14 14

Other provisions 283 283 Financial liabilities 8,837 3,274 109,000 -45,000 76,111 - Financial leases 4,213 2 4,215 - Credit institutions 2,890 3,272 109,000 -45,000 70,162 - Bond loans 1,332 1,332 - Other 402 402 Other amounts payable Deferred tax liabilities 5,683 17,248 5,206 1,424 29,560 AMOUNTS PAYABLE IN ONE YEAR OR LESS

74,371 67,156 0 1,063 2,126 144,716

Financial liabilities 37,960 27,407 65,367 - Current portion of non current financial liabilities

7,199 7,506 14,705

- Credit institutions 30,720 19,901 50,621 - Others 41 41 Trade payables 32,530 29,189 1,063 62,782 Advances received on contracts Tax payables 594 5,434 -1,783 4,245 Remuneration and social security 2,528 3,582 6,110 Other amounts payable 545 1,283 1,828 Accrued charges and deferred revenues

214 261 3,909 4,384


134,284 155,042 15,315 98,496 -46,337 356,800

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Pinguin Group

Lutosa Group





SHAREHOLDERS’ EQUITY 46,603 79,461 12,063 -16,216 -4,321 117,590 Share capital 48,229 2,082 62,918 113,229 - Issued capital 48,229 2,082 62,918 113,229 Share premiums Consolidated reserves -2,344 77,358 12,063 -79,113 -4,321 3,643 Cumulative translation adjustments -321 -12 12 -321 Minority interests 1,039 33 -33 1,039 AMOUNTS PAYABLE IN MORE THAN ONE YEAR

16,139 18,789 6,212 109,000 -43,576 106,564


12 12

Other provisions 57 57 Financial liabilities 8,435 1,629 109,000 -45,000 74,064 - Financial leases 3,223 2 3,225 - Credit institutions 3,081 1,627 109,000 -45,000 68,708 - Bond loans 829 829 - Other 1,302 1,302 Other amounts payable Deferred tax liabilities 7,635 17,160 6,212 1,424 32,431 AMOUNTS PAYABLE IN ONE YEAR OR LESS

70,348 62,432 -1 1,063 2,556 136,398

Financial liabilities 32,539 26,699 59,238 - Current portion of non current liabilities

6,603 5,399 12,002

- Credit institutions 25,936 21,300 47,236 - Others 0 Trade payables 33,879 20,880 -1 1,063 55,821 Advances received on contracts Tax payables 681 10,941 -1,492 10,130 Remuneration and social security 2,806 3,279 6,085 Other amounts payable 354 243 597 Accrued charges and deferred revenues

89 390 4,048 4,527


133,090 160,682 -1 18,275 93,847 -45,341 360,552

A discussion of the various adjustments to the consolidated pro forma balance sheets as at 31 December 2006 and 30 June 2007 can be found in section 7.7 of this prospectus. 6.2.2.11. Subscribed capital The pro forma consolidated subscribed capital comprises on the one hand the issued capital of the parent company Pinguin NV and on the other hand the planned capital increase of at most EUR 66 million less the costs related to this operation (EUR 1000k). 6.2.2.12. Minority interests The pro forma consolidated minority interests amount to EUR 1.68 million as at 31 December 2006 and EUR 1.04 million as at 30 June 2007. These are the result of the 52% participating interest in Pinguin Aquitaine.

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6.2.2.13. Amounts payable in more than one year Financial liabilities make up more than 69.5% of this heading. The largest part, EUR 64 million, is the additional loan which, in addition to the capital increase, is being entered into to finance the acquisition. This loan amount does not take into account the securitisation of trade receivables. As a result, the debt position and the classification may change further. The deferred tax liabilities at the end of December amounted to EUR 29,560k. At the end of June they rose to EUR 32,431k. This increase is due mainly to the inclusion of a deferred tax liability on the capital gain realised on the sale of the Ypres site and an additional deferred tax liability at Pinguin Aquitaine calculated on the difference in depreciation with regard to the fixed assets and related grants. The deferred tax liabilities of Pinguin Group as at 30 June 2007 make up 23.5% of the total deferred tax liabilities. The deferred tax liabilities at Lutosa relate mainly to the valuation and tangible fixed assets according to the IFRS valuation rules. 6.2.2.14. Amounts payable in one year or less The amounts payable in one year or less fell by EUR 8,608k as at the end of June 2007. The main causes of this were as follows: the further reduction in financial debts as a result of normal repayments of the existing credits (EUR 6,129k) and the decrease in trade payables (EUR 6,960k). The latter decrease is most marked at the Lutosa Group because of the large cash position resulting from the favourable market conditions since the second half of 2006. The reduction in the financial debts and trade payables was partly offset by the increase in the tax liability due to the very positive results of the Lutosa Group in the first half of the 2007 calendar year. In past years Pinguin has opted to consistently reduce its debt position. This was made possible in part by the various capital increases. Pinguin expects that the debt position will increase considerably as a result of the acquisition finance for Lutosa and Salvesen. In this regard, Pinguin is currently negotiating with its bank consortium in order to also refinance the existing credits.

6.3 ACQUISITIONS OF PADLEY AND SALVESEN

Treatment of the acquisitions of the assets and liabilities resulting from the asset deals with Padley Vegetables and Salvesen Foods 6.3.1. Acquisition of certain activities and assets of Padley Vegetables on 1 June 2007 On 1 June 2007, Pinguin Foods UK acquired part of the assets and activities of Padley Vegetables Ltd in the form of an asset deal. Padley Vegetables is a producer of frozen vegetables operating in the UK market. Following the successful turnaround at Pinguin Foods UK, this was a first step towards the achievement of critical mass and the achievement of synergies with regard to customers, production systems and sites, as a result of which Pinguin could achieve accelerated and more profitable growth in its activities in the United Kingdom. The acquired activities of Padley Vegetables have formed part of the consolidated group since 1 June 2007. The consolidated financial statements of the Pinguin Group as at 30 June 2007 and the pro forma figures as at 30 June 2007 (6m) contain one month of sales and results in respect of these acquired activities. The impact on the sales and the positive contribution to the net profit amounted to EUR 3.5 million and EUR 1.2 million respectively (including negative goodwill). Pinguin Foods UK acquired the assets for an amount of EUR 1.5 million (accounted for at EUR 3.1 million in the context of acquisition accounting) As a result of the acquisition accounting with regard to the acquired assets, negative goodwill was included in the result in an amount of EUR 1.6 million. This acquisition is being financed by means of vendor financing repayable over a period of six years. The annual repayments including interest amount to EUR 228k. Additional inventories of Padley Vegetables with a value of EUR 3.2 million at 30 June 2007 were also taken over after the acquisition. These are being financed through trade payables. The financing of the acquisition of the assets and the inventories is

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included in the consolidated financial statements of Pinguin Group as at 30 June 2007 and the pro forma figures as at 30 June 2007 (6m) and not as at 31 December 2006, since the transaction did not take place until June 2007. As a result of the acquisition of these activities, a restructuring was carried out. It was carried out in part before 30 June 2007. The impact of this amounted to EUR 0.2 million, and this was included in the consolidated financial statements as at 30 June 2007 and the pro forma figures as at 30 June 2007 (6m). The impact of the restructuring carried out after 30 June 2007 amounted to approximately EUR 1 million and was not included in the consolidated financial statements of Pinguin Group as at 30 June 2007 and the pro forma figures as at 30 June 2007 (6m). 6.3.2. Acquisition of certain activities of Christian Salvesen’s segment “Salvesen Food”

On 10 September 2007, Pinguin Group completed the acquisition of certain activities of Christian Salvesen’s segment “Salvesen Food” for a total of EUR 26.7 million. This segment carries out the processing, packing and storage of frozen vegetables at the sites in Lincolnshire, situated at Bourne, North Thoresby and Easton. Pinguin Group only acquired part of the activities; those in Grimsby and Lowestoft were not acquired and the packing activities (part of the activities of the Easton site) were not acquired. In addition to the acquisition of certain assets, it also took over 259 employees as well as the bulk of the contracts relating to these activities. This transaction is currently being financed by means of bridge loans.

The management expects to achieve substantial savings both in the production division and in the transport and logistics division. In addition to the advantages of improved processing principles, the combination provides a critical size in order to ensure a constant high-quality supply of peas and improved capacity utilisation, by no longer focusing solely on peas.

As a result of the acquisition of the activities of Christian Salvesen Foods, the site at North Thoresby has currently been shut down. An agreement has been reached in this context with the 63 employees. The estimated impact of this restructuring on the Group will be approximately EUR 0.6 million.

In view of the fact that the above acquisition was signed on 17 August 2007 and completed on 10 September 2007, this acquisition was not included in the consolidated figures of Pinguin Group as at 30 June 2007, or in the pro forma consolidated figures of Pinguin Group (including Lutosa) as at 30 June 2007 (6m).

6.3.3. Pro forma consolidated financial information for Pinguin and Lutosa in 2006, with additional estimates relating to the impact of the recent acquisitions of part of the activities of Padley Vegetables and Christian Salvesen Foods. For information, the pro forma consolidated financial information of Pinguin and Lutosa is provided below, with additional estimates relating to the impact of the acquisitions of the activities of Padley Vegetables and Christian Salvesen Foods. The pro forma consolidated financial information for Pinguin and Lutosa for 2006 is supplemented with financial data relating to the acquired activities of Padley Vegetables and Christian Salvesen Foods. This information has been prepared for illustration purposes only and consequently does not represent the actual financial position and performance of the acquired Padley Vegetables and Christian Salvesen Foods. These financial data have not been prepared in accordance with the accounting and valuation rules which are applied to the consolidated financial statements of the Pinguin Group or which will be applied in the subsequent consolidated financial statements of the Pinguin Group for these items and valuation rules which are specific to the acquired activities of Padley Vegetables and Christian Salvesen Foods. This means among other things that this information has the following limitations:

- UK GAAP accounting and valuation rules were applied to the management reports of these activities before they were acquired by the Pinguin Group;

- The reported periods do not coincide with the 2006 calendar year: for Padley vegetables, management reporting data are available for a period of nine months, from August 2006 to April 2007, and are extrapolated over a period of 12 months; for Christian Salvesen Foods, management reporting data are available for a period of 12 months, from April 2006 to March 2007;

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- The acquired assets of Christian Salvesen Foods are not valued at fair value; consequently no deferred taxes are recorded and no adjustment has been made to the goodwill as a result of the fair value adjustments;

- The acquired activities of Christian Salvesen Foods concern an asset deal relating to a division of the Christian Salvesen Foods Group whereby the Pinguin Group has not acquired the whole of the division, whereas the available data relate to the division in which the acquisition has taken place and in which the specific part of the acquired activities cannot be differentiated;

- The historical financial data contain a number of intragroup charges because some activities were carried out and managed at group level. The Pinguin Group has no access to these encryption mechanisms from the past. Moreover, these on-charged costs may differ considerably from the real costs within the Pinguin structure.

Christian Salvesen Foods All items are included as if the acquisition had taken place at the beginning of the 2006 calendar year. The tangible fixed assets were recorded at acquisition value of EUR 6.9 million. On the basis of an estimated economic life of the material of six years, a depreciation charge is included in an annual amount of EUR 1.1 million. This adjustment has been made in the balance sheet and in the profit and loss account. The acquired inventories were included at the acquisition value of EUR 19.8 million. The acquisition of the activities of Christian Salvesen Foods has been financed by means of a bridge loan in an amount of EUR 26.7 million. This bridge loan is included as a short-term liability, pending the outcome of the discussions on the partial conversion of this bridge loan into long-term loans. The consolidated reserves include only the depreciation charge in respect of the year. Since the profit and loss account relates only to the operating result, the full result is not included in consolidated reserves. These balance sheet data do not yet include any adjustments for possible effects of the inclusion of identifiable assets, liabilities and contingent liabilities at fair value in the context of acquisition accounting (cf. IFRS 3 – Business Combinations). Revenues relate to sales from the acquired sites of Christian Salvesen Foods for the period April 2006 to March 2007. The operating result has been adjusted only in respect of the depreciation on the basis of the acquisition value and the economic life. Padley Vegetables All items have been included as if the acquisition had taken place at the beginning of the 2006 calendar year. The acquired tangible fixed assets have been included at the fair value of EUR 3.1 million. On the basis of an estimated economic life of the material of six years, a depreciation charge is included in an annual amount of EUR 0.5 million. This adjustment has been made in the balance sheet and in the profit and loss account. A rent contract is being entered into in respect of the buildings. In the case of the acquisition of Padley, no inventories have been acquired at acquisition date. The acquisition of the activities of Padley Vegetables has been financed by means of vendor financing repayable over a period of six years. With regard to this financing, an initial repayment of EUR 0.1 million has already been made. Thereafter the annual repayments amount to EUR 0.2 million (including interest). The consolidated reserves include only the depreciation charge for the year as well as the negative goodwill in the result. Since the profit and loss account relates only to the operating result, the full result has not been included in consolidated reserves.

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The revenue figure has been arrived at on the basis of a linear extrapolation of financial data for a period of nine months from August 2006 to April 2007, in order to arrive at a period of 12 months. The operating result has been adjusted only to take into account the depreciation based on the fair value and economic life (EUR 0.5 million), the additional contractual rental charges (EUR 0.5 million) and the negative goodwill included in the result (EUR 1.6 million). The table below provides a pro forma balance sheet of Pinguin and Lutosa, with additional estimates relating to the impact of the acquisitions of the activities of Padley Vegetables and Christian Salvesen Foods.





SHEET 31/12/2006 FIXED ASSETS 200,461 5,768 2,570 Intangible assets 573 Goodwill 102,266 Tangible fixed assets 97,075 5,768 2,570 - Land and buildings 26,684 - Plant, machinery and equipment 62,430 5,768 2,570 - Furniture and vehicles 1,869 - Other tangible fixed assets - Assets under construction and advance payments 30 - Leasing and similar rights 6,062 Financial fixed assets 155 - Participating interests 125 - Receivables 30 Deferred tax assets 0 Long-term receivables 392 - Other receivables 392 CURRENT ASSETS 156,339 19,832 Inventories 68,371 19,832 - Raw materials and consumables 9,564 1,022 - Work in progress and finished products 58,799 18,810 - Goods for resale 8 Receivables 80,139 - Trade receivables 75,245 - Other receivables 4,894 Financial assets 2,617 - Derivatives 113 - Investments 2,504 Cash and cash equivalents 3,917 Deferred charges and accrued revenues 1,295 TOTAL ASSETS 356,800 25,600 2,570




SHEET 31/12/2006 SHAREHOLDERS’ EQUITY 106,116 -1,147 1,079

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Capital 113,250 - Issued capital 113,250 Share premiums Consolidated reserves -8,490 -1,147 1,079 Cumulative translation adjustments -325 Minority interests 1,681 AMOUNTS PAYABLE IN MORE THAN ONE YEAR 105,968 1,138 Provisions relating to pensions and similar rights 14 Other provisions 283 Financial debts 76,111 1,138 - Financial leases 4,215 - Credit institutions 70,162 - Bond loans 1,332 - Other 402 1,138 Other liabilities Deferred tax liabilities 29,560 AMOUNTS PAYABLE IN ONE YEAR OR LESS 144,716 26,747 353 Financial liabilities 65,367 26,747 353 - Current portion of non-current financial liabilities 14,705 - Credit institutions 50,621 - Others 41 26,747 353 Trade payables 62,782 Advances received on contracts Tax payables 4,245 Remuneration and social security 6,110 Other amounts payable 1,828 Accrued charges and deferred revenues 4,384 TOTAL LIABILITIES 356,800 25,600 2,570

The table below provides a limited pro forma income statement of Pinguin and Lutosa, with additional estimates relating to the impact of the acquisitions of the activities of Padley Vegetables and Christian Salvesen Foods.






6.3.4 Additional comments with regard to the inclusion of the acquired assets of Padley

Vegetables and Salvesen in the context of the abovementioned asset deals in the pro forma figures

The operations acquired in the UK also recorded very weak performances in the past, partly due to the competitive environment, as a result of which margins were under pressure and investments were low. Pinguin is acquiring these activities with its own cost structure and with the intention of intervening rapidly in the costs of the acquired activities in order to raise these activities as rapidly as possible to the Pinguin level. The past figures therefore present a picture of a weaker cost structure which does not correspond to the current operations. A number of these cost-saving initiatives are as follows:

− Since the acquisition of Padley Vegetables, Pinguin has decided to restructure the activities. More particularly, it has already been announced that the number of employees at the Boston

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production site has been reduced from 189 to 90. The management estimates the total restructuring cost to be EUR 1.2 million, of which EUR 0.2 million has already been included in the consolidated profit and loss account for the period to 30 June 2007. This restructuring led to a claim as discussed in the Risk factors section.

− Since the acquisition of certain activities of Salvesen Foods, Pinguin Group has decided to restructure the activities. More particularly, the site at North Thoresby has currently been shut down. An agreement has been reached with the personnel in this context. The estimated impact of this restructuring is EUR 0.6 million and has not yet been included in the consolidated financial statements of Pinguin Group or in the pro forma figures as at 30 June 2007 (6m).

It should also be noted that the Pinguin Group management has decided to rationalise the customer portfolios of both Padley and Salvesen, which may give rise to a decrease in annual sales in future. At Salvesen, the expected sales on an annualised basis are EUR 62 million (12 months).

6.4 SIGNIFICANT EVENTS SINCE 1 JULY 2007 AND OUTLOOK FOR 2007 AND BEYOND

The following significant developments have occurred since 1 July 2007: 6.4.1.1. Lutosa Group

On 26 June 2007, Pinguin NV reached an agreement with the Van den Broeke family concerning the purchase of all shares of the Lutosa Group. As a result of the acquisition, Pinguin is taking a major step forward and widening its range of frozen potato products. Lutosa’s competences in the field of agriculture, production, technology, R&D and its extensive commercial network further strengthen the Pinguin organisation. The revenues of the Lutosa Group in the 2006 financial year amounted to EUR 183.4 million and EBITDA amounted to EUR 20.7 million. The acquisition was completed on 28 September 2007.

Pinguin NV is paying EUR 175 million for the shares of the Lutosa Group.

A description of the impact of this transaction on the consolidated income statement and balance sheet can be found in section 6.2 of this prospectus.

6.4.1.2. Acquisition of Salvesen

On 10 September 2007 Pinguin completed the acquisition of part of Christian Salvesen, namely the Christian Salvesen Foods segment for a total of EUR 26.7 million.

A description of the impact of this transaction on the consolidated income statement and balance sheet can be found in section 6.3 of this prospectus.

6.4.1.3. Debt refinancing

Pinguin has financed the acquisitions of certain activities of Salvesen Food and the Lutosa Group by means of bridge loans. Pinguin is currently engaged in refinancing this debt. It is currently working on a club deal in which its bankers will meet the entire credit requirement. The intention is that Pinguin’s existing loans and the acquisition liabilities will be refinanced jointly. A EUR 140 million credit facility is currently being negotiated. This credit facility of EUR 140 million consists of (i) a term loan of EUR 75 million repaid in half-yearly instalments over a period of five years, (ii) a revolving credit facility of EUR 50 million and a line for future investments of EUR 15 million with the same maturity date as the loan of EUR 75 million. In the event of a dividend payment, the company must take into account the amount of the surplus cash flows after carrying out the cash sweep (i.e. the company’s contractual commitment to its bankers to repay 50% of the surplus cash flow whenever the leverage ratio is higher than 2.5 times EBITDA). The club deal also provides for a partial early repayment obligation in a number of cases. The main circumstances are if the Deprez family no longer controlled Pinguin; if important assets are sold or if

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Pinguin no longer controls the Lutosa Group. In that case the company would have to repay part of the corresponding outstanding debt. The company expects to refinance the debt by 15 November 2007. There is a dual impact on the income statement:

• Non-recurring structuring costs amounting to EUR 1 million. • Interest charges on EUR 64 million of credits for the acquisition of Lutosa are already included

in the pro forma figures and amounted to EUR 3.8 million on a 12 month basis.

6.4.1.4. Financing transactions Lutosa has sold its real estate by means of a sale and rent-back transaction. Lutosa’s acquisition price takes account of the fact that the land and buildings are being converted into cash. In its acquisition price of EUR 175 million, Pinguin has taken account of a liquidity position of EUR 65 million. These EUR 65 million will come from two transactions, namely a securitisation of trade receivables and the disposal of Lutosa’s real estate. 6.4.1.5. Securitisation of trade receivables

Pinguin wishes to realise part of its receivables and part of the receivables of the Lutosa Group early. The intention is that the funds can be used immediately rather than waiting until payment is made by the customers. The intention is that an amount of approximately EUR 45 million will be transferred in this way to a specialised financial institution. In exchange, Pinguin will then have immediate access to the cash. As a result of this transfer, Pinguin also transfers all of the remaining risk which is not covered by the credit insurance. The impact on the balance sheet is that receivables would decrease by at least EUR 45 million and be replaced by cash on the balance sheet. The cost of this operation is a financing cost (Euribor + margin), a factoring fee and a premium as a percentage of the assigned revenues as compensation for the full transfer of the credit risk. The IFRS valuation rules allow this form of financing to be kept off the balance sheet, in view of the fact that it involves a sale of receivables rather than an advance facility. This facility is not included in the pro forma figures, since it will only be finally decided on and concluded after the closing of the acquisition. The impact on the income statement is limited due to the fact that Pinguin currently finances its working capital requirements through short-term credits with financial institutions.

The only additional costs are the factoring fee and the risk premium. However, these are compensated for by the fact that the margin on the financing is lower than the margin on the financial credits.

6.4.1.6. Securitisation of trade receivables Primeur NV, Vanelo NV, Moerbos NV and Van den Broeke-Lutosa NV, Les Pres Sales NV (a company controlled by Food Invest International NV and the Van den Broeke family) and Dreefvelden NV (a company controlled by Veerle Deprez) have reached an agreement in principle with a consortium of banks consisting of ING, KBC and Fortis (the “Consortium”) concerning the sale of the buildings and grounds in the three Lutosa sites. The income of the sale will be used to finance a part of the takeover price for Lutosa. On the basis of the agreement in principle, the transaction will be structured as follows.

− Lutosa grants (i) a long-term lease to the Consortium for a period of 99 years in exchange for a one-off payment for ground rent of EUR 42,750,000 and (ii) sells the ground itself to Dreefvelden NV for an amount of EUR 2,250,000.

− The Consortium leases the buildings for a period of 15 years to Les Pres Sales NV, with the option of acquisition by Les Pres Sales at the end of the lease for an amount of EUR 1,282,500.

− Les Pres Sales NV rents the buildings to the concerned Lutosa companies for an amount of EUR 4,500,000 per annum (indexed annually) for a period of 15 years.

6.4.1.7. Change of financial year

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Pinguin’s financial year runs from 1 July to 30 June. Following the acquisition of the Lutosa Group, Pinguin has decided to standardise the financial years of both groups. To that end, Pinguin will change its financial year so that it will run from 1 January to 31 December. Consequently, Pinguin has decided to close the first financial year, 2007, after a shortened accounting period on 31 December 2007. The current financial year will thus only contain six months. The first financial year to contain 12 months will run from 1 January 2008 to 31 December 2008. 6.4.1.8. Outlook for 2007 and beyond The current financial year will be closed on 31 December 2007 and will comprise only six months of consolidated results for Pinguin NV, comprising (i) six months of Pinguin (prior to acquisitions of Lutosa and Salvesen but including six months of Padley Vegetables) (ii) the results of Salvesen since the acquisition on 10 September 2007 and (iii) three months of results for Lutosa since the acquisition on 28 September 2007. The financial year from 1 January 2008 to 31 December 2008 will be the first to provide a normal picture of the consolidated results of the Pinguin Group including recent acquisitions for a period of 12 months.

Frozen vegetables Pinguin expects to be able to generate revenues in excess of EUR 110 million in the frozen vegetable segment in the financial year to 31 December 2007 (including 3.5 months of Salvesen and six months of Padley).

Pinguin will do this by expanding its range, partly by adding products with higher added value. Within the convenience products segment, frozen ready meals are set to grow considerably from October 2007. This growth will result from the introduction of its range of frozen meals in a large retail chain in Belgium (Delhaize) and co-operation which will be further expanded with a major French producer of frozen ready meals.

Pinguin also wishes to successfully implement the rationalisation of its most important geographic market – the United Kingdom – by rapidly restructuring and integrating its recent acquisitions in the UK, so that they fulfil Pinguin’s expectations as soon as possible. Pinguin’s expectations are based on a further increase in the rationalisation of the customer portfolios at Padley and Salvesen. It is possible that the aim will no longer be to achieve past levels of revenues, but that instead of volume growth at the expense of margins the aim will be to achieve profitable retention.

In addition, Pinguin will strive in the years ahead to expand the commercial area of operation by adding new countries, particularly in Central and Eastern Europe and Asia and by expanding its own sales organisation. Here it will rely on the Lutosa Group’s well-spread network to achieve easier market entry in certain countries and with certain customers.

The raw material cost is an important component of the cost structure and is therefore very important in estimating profitability. Pinguin faces rising pressure on its raw material prices. An important factor here is that due to the extreme weather conditions, the agriculture sector has faced difficult times in the past two years. The sector has also had to contend with the rise of biodiesel and grain crops. The farming organisations predict a price rise of 35% for 2008 compared to 2007. This may have a negative impact on margins and results in 2008.

With regard to profitability, it is expected that the gross profit and EBITDA margins will remain relatively stable in 2007 and 2008 and after the restructuring in the UK in comparison with the recently closed financial year:

− The figures which Pinguin has published for the 2006/2007 year show that the negative spiral has been stopped and the past losses have been turned into profit. Following the restructuring abroad, Pinguin has a structure which must be reinforced in order to operate in a highly competitive environment.

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− Pinguin relies on the fact that the investments made to ensure an increased return can be supplemented by additional rises in selling prices to customers in order to offset the expected rises in raw material prices.

Since the subsequent financial years will close at the end of December, the management expects a sharp rise in the inventory position at the end of the financial year as a result of the seasonality of frozen vegetable production.

Potato products For the potato segment, revenues between October and December 2007 are estimated at over EUR 45 million. With regard to gross profit, it should be stated once again that in the potato segment the volatility of potato prices is higher than the volatility of frozen vegetables. Hence it is not possible to assume that the very good first half can be simply extrapolated into the second half of the year or into the future. As a result of the forecast good potato harvest, it is expected that potato prices will fall in the second half of the year, possibly accompanied by pressure on selling prices. Pinguin is nevertheless assuming that it can maintain the same percentage of gross margin.

Pinguin Group (including Lutosa and Salvesen acquisition) The consolidated net margin in the current financial year (July 07 – December 07) will be negatively impacted by the non-recurring expenses related to the debt refinancing and the recent acquisitions. In addition, Pinguin will implement and finalise the necessary restructurings and rationalisations in its British acquisitions as rapidly as possible. This will lead to a number of non-recurring expenses. However, these will form the basis for further success in the United Kingdom. Pinguin expects that these non-recurring costs will mainly be borne in the 2007 financial year. On the basis of the fundamentals for the market and the competitive position of the company (further strengthened by the acquisition of Lutosa), Pinguin’s strategy is to concentrate on identifying additional opportunities for sustainable profitable growth. In the years ahead, however, Pinguin will concentrate on integrating the activities in the United Kingdom. In addition, the investments will focus primarily on replacement investments (estimated at around 2% of revenues) and a number of investment projects which have already been announced. On the publication of the 2005/2006 annual results on 22 September 2006, it was announced that Pinguin would centralise its packaging activities at the Westrozebeke site, where it would also invest in the automation of the production flow and in the construction of an automated warehouse. These investments are currently being implemented and should be fully operational within a few months.

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7. FINANCIAL INFORMATION

7.1. CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL YEARS 2004/2005, 2005/2006 AND 2006/2007

7.1.1. Consolidated Income Statement Pinguin NV Year ended 30 June (in thousands of €) 30/06/2007 30/06/2006 30/06/2005

CONTINUING OPERATIONS

Sales 147,242 149,058 147,252 Increase/decrease in inventories 5,179 -1,586 -1,455 Negative goodwill recognised in income statement 1,586 Other operating income 4,683 2,110 1,968 Raw materials, consumables and goods for resale -83,235 -82,748 -81,070 Services and other goods -38,441 -35,591 -35,514 Personnel costs -19,847 -22,558 -24,732 Depreciation and amortization -5,742 -5,188 -4,628 Reversal of impairment losses on assets 887 Impairments, write-offs and provisions -86 -948 -799 Other operating expenses -1,703 -1,624 -2,463

Operating results (EBIT) 10,523 925 -1,441 Financial income 725 880 286 Financial expenses -3,065 -3,755 -5,020

Operating results after net finance costs 8,183 -1,950 -6,175 Taxes -1,283 -609 -921 NET RESULTS FROM CONTINUING 6,900 -2,559 -7,096 OPERATIONS

DISCONTINUED OPERATIONS

Total results from discontinued operations -334 -410

NET PROFIT OF THE CONSOLIDATED COMPANIES 6,900 -2,893 -7,507 Share of the Group 6,868 -3,546 -8,032 Minority interests 32 653 525 Earnings per share 30/06/2007 30/06/2006 30/06/2005

(in € per share)

Continuing and discontinued operations Basic 1.12 -0.80 -2.28Diluted 1.11 -0.80 -2.28

Continuing operations only Basic 1.12 -0.72 -2.16Diluted 1.11 -0.72 -2.16

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We refer to section 7.3 of this Prospectus for the notes to the consolidated financial statements 2004/2005 and 2005/2006 and to section 7.4. of this Prospectus for the notes to the consolidated financial statements 2005/2006 and 2006/2007. 7.1.2. Consolidated balance sheet ASSETS (in thousands of €) 30/06/2007 30/06/2006 30/06/2005 NON_CURRENT ASSETS 60,136 54,085 53,697 Intangible assets 821 265 413 Tangible fixed assets 58,678 53,172 52,645 - Land and buildings 29,837 31,141 32,292 - Plant, machinery and equipment 28,226 20,916 19,567 - Furniture and vehicles 615 606 470 - Other tangible fixed assets 164 164 - Under construction and advance payments 345 152 Financial fixed assets 220 108 - Available-for-sale financial assets 220 108 Deferred tax assets 350 0 0 Long term receivables (over 1 year) 287 428 531 - Other 287 428 531

CURRENT ASSETS 72,954 58,073 59,782 Inventories 33,458 28,162 31,094 - Raw materials and consumables 3,456 2,929 3,332 - Work in progress and finished goods 30,002 25,233 27,762 Amounts receivable 31,472 27,214 26,101 - Trade receivables 29,310 24,795 23,897 - Other receivables 2,162 2,419 2,204 Financial assets 86 81 0 - Derivatives 86 81 0 - Short term deposits 0 0 Cash and cash equivalents 6,963 1,570 1,476 Deferred charges and accrued income 975 1,046 1,111

TOTAL ASSETS 133,090 112,158 113,479 EQUITY AND LIABILITIES (in thousands of €) 30/06/2007 30/06/2006 30/06/2005

EQUITY 46,603 27,582 22,789 Share capital 48,229 35,750 36,461- Subscribed capital 48,229 35,750 36,461Share premiums 0 0Consolidated reserves -2,344 -9,205 -13,888Cumulative translation adjustments -321 30 -138Minority interests 1,039 1,007 354

NON-CURRENT LIABILITIES 16,139 18,966 23,905

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Provisions for pensions 12 17 21and similar rights Other provisions 57 328 440Financial liabilities 8,435 12,595 18,054- Finance leases 3,223 4,835 6,518- Credit institutions 3,081 4,864 6,052- Bonds 829 2,296 3,765- Other 1,302 600 1,719Other amounts payable 0 0 0Deferred tax liabilities 7,635 6,026 5,390

CURRENT LIABILITIES (> 1 year) 70,348 65,610 66,785 Financial liabilities 32,539 34,936 33,411- Current portion of non-current financial liabilities 6,603 7,676 7,018- Credit institutions 25,936 27,260 26,393- Other 0 0Trade payables 33,879 26,705 27,637Advances received on contracts 0 0Taxes payable 681 714 808Remuneration and social security 2,806 2,698 2,561Other amounts payable 354 274 1,735Accrued charges and deferred income 89 283 633

TOTAL LIABILITIES 133,090 112,158 113,479 We refer to section 7.3 of this Prospectus for the notes to the consolidated financial statements 2004/2005 and 2005/2006 and to section 7.4. of this Prospectus for the notes to the consolidated financial statements 2005/2006 and 2006/2007. 7.1.3. Consolidated Equity Statement Pinguin NV Consolidated of equity statement

(in thousands of €)

Capital / Share-

premiums

Capital-reserves

Hedging / Translation differences

Retained earnings

Attributable to equity

holders of the parent

Minority interests

Total equity

Balance as at 30 June 2006 35,750 0 30 -9,205 26,575 1,007 27,582 Profit for the financial year 6,868 6,868 32 6,900 Dividend payments Acquisition of own shares Translation differences -351 -351 -351 Cash flow hedges Capital increase 12,500 12,500 12,500 Capital decrease Other -21 -7 -28 -28

Balance as at 30 June 2007 48,229 0 -321 -2,344 45,564 1,039 46,603 Consolidated of equity statement (in thousands of €)

Capital / Share-

premiums

Capital-reserves


Retained Earnings



Minority interests

Total equity

Balance as at 30 June 2005 36,461 0 -138 -13,888 22,435 354 22,789 Profit for the financial year - - - -3,546 -3,546 653 -2,893 Dividend payments - - - - - - -

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Acquisition of own shares - - - - - - - Translation differences - - 168 - 168 - 168 Cash flow hedges - - - - - - - Capital increase 7,502 - - - 7,502 - 7,502 Capital decrease -8,213 - - 8,213 - - - Other - - - 16 16 - 16

Balance as at 30 June 2006 35,750 0 30 -9,205 26,575 1,007 27,582 Consolidated of equity statement (in thousands of €)

Capital / Share-

premiums

Capital-reserves


Retained Earnings



Minority interests

Total equity

Balance as at 30 June 2004 22,117 0 0 -5,878 16,239 -171 16,068 Profit for the financial year -8,032 -8,032 525 -7,507 Dividend payments Acquisition of own shares Translation differences -138 -138 -138 Cash flow hedges Capital increase 14,344 14,344 14,344 Capital decrease Other 22 22 22 Balance as at 30 June 2005 36,461 0 -138 -13,888 22,435 354 22,789 7.1.4. Consolidated cash flow statement Pinguin NV Consolidated cash flow statement Financial year Financial year Financial year(in thousands of €) 2006/2007 2005/2006 2004/2005 (30/06/2007) (30/06/2006) (30/06/2005) CASH AND CASH EQUIVALENTS, STARTING BALANCE 1,570 1,476 2.845

CASH FLOW FROM OPERATING ACTIVITIES 8,110 2,414 9.304 Operating result after net finance costs 8,183 -2,283 -6.590Income taxes -29 -20 -10 Adjustments for non-cash items 2,585 6,013 7.731Depreciation of tangible fixed assets 5,258 5,152 5.679Amortisation of intangible fixed assets 175 208 184Increase/decrease (-) in special write-offs -526 1,062 741Increase/decrease (-) in provisions -274 -116 58Increase/decrease in deferred charges and accrued income -124 -284 505Negative goodwill recognised in income statement -1,585 0 0Other non-cash items (income) -338 -9 564 Increase/decrease in working capital -2,629 -1,296 8.173Increase (-)/decrease in inventories -5,916 2,270 5.339Increase (-)/decrease in trade and other receivables -3,984 -1,243 1.012Increase/decrease (-) in trade and other payables 7,329 -2,351 1.862Other -58 28 -40

CASH FLOW FROM INVESTMENT ACTIVITIES -8,642 -5,916 -7.188 Acquisitions (-) -12,521 -7,648 -7.621

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Acquisition of intangible fixed assets -734 -55 -113Acquisition of tangible fixed assets -11,787 -7,593 -7.508 Disposals 3,879 1732 433Disposal of intangible fixed assets 0 3 Disposal of tangible fixed assets 3,879 1,729 433

CASH FLOW FROM FINANCING ACTIVITIES 5,925 3,596 -3.485 Reimbursement of long and short term funding (-) -6,554 -3,936 -18.485Capital increase 12,479 7,532 15.000 NET INCREASE IN CASH AND CASH EQUIVALENTS 5,393 95 -1.370 CASH AND CASH EQUIVALENTS, ENDING BALANCE 6,963 1,570 1.476

7.2. FINANCIAL REPORTING PRINCIPLES

7.2.1. Declaration of conformity The present consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRSs) published by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC), as approved by the European Union. The Group did not opt for early application of the following new standards and interpretations which were issued at the date of approval of these financial statements but were not yet effective on the balance sheet date.

• IFRS 7 “Financial instruments: Disclosures” (applicable to financial years beginning on or after 1 January 2007);

• IFRS 8 “Operating Segments” (applicable to financial years beginning on or after 1 January 2009);

• IAS 1, Amendment to IAS 1 “Presentation of Financial Statements - Capital Disclosures” (applicable to financial years beginning on or after 1 January 2007);

• Amendment to IAS 23 “Borrowing Costs” (applicable to financial years beginning on or after 1 January 2007);

• IFRIC 10 “Interim Financial Reporting and Impairment” (applicable to financial years beginning on or after 1 November 2006);

• IFRIC 11 “IFRS 2 - Group and Treasury share Transactions” (applicable to financial years beginning on or after 1 March 2007);

• IFRIC 12 “Service Concession Arrangements” (applicable to financial years beginning on or after 1 January 2008);

• IFRIC 13 “Customer Loyalty Programmes” (applicable to financial years beginning on or after 1 July 2008);

• IFRIC 14 “IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction” (applicable to financial years beginning on or after 1 January 2008, subject to confirmation by the EU).

At the present time the Group does not expect that the first-time adoption of these standards and interpretation will significantly affect the annual financial statements of the Group during the first application period. The presentation of the segment information might be influenced by IFRS 8 “Operating Segments”, which will become applicable in 2009.

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7.2.2. Consolidation principles The consolidated annual financial statements consolidate the financial data of Pinguin NV and the enterprises over which it has control, i.e. its subsidiaries, after eliminating all material transactions within the Group. Subsidiaries Subsidiaries are those companies over which the parent company has control, i.e. the power to direct the financial and operating policy of a company in order to benefit from its activities. Subsidiaries are fully consolidated. The financial statements of subsidiaries are included in the consolidated financial statements from the date that parent company gains control until the date that it loses control. Minority interests Minority interests in the net assets of consolidated subsidiaries are identified and presented in a separate line under Group capital. Minority interests in net assets consist of: • The amount of minority interests at the time of the original business combination, measured in

accordance with IFRS 3 – Business Combinations – see below in these notes; and • Minority interests’ share in changes in capital since the acquisition date. The losses in a consolidated subsidiary attributable to the minority interests may be greater than the minority interest in the equity of a subsidiary. The balance and any further losses applicable to the minority interest are deducted from the Group’s own interest, except where the minority interests have a binding obligation to make additional investments in order to offset the losses. Joint ventures Joint ventures are enterprises in which the Group enters into a contractual agreement with one or more parties to undertake an economic activity over which they have joint control, i.e. that the strategic, financial and operating decisions relating to this activity require the unanimous agreement of the parties sharing control. These companies are accounted for by the proportional consolidation method. The financial statements of joint ventures are included in the consolidated financial statements from the date that the parent company gains joint control until the date that it loses this joint control. At 30 June 2006 and 30 June 2007 the Group had no interests in joint ventures. Business combinations Business combinations are entered into the accounts using the takeover method. The cost of a business combination is measured as the total fair value, at the date of exchange, of relinquished assets, issued ‘equity instruments’ and liabilities entered into or taken over, along with certain costs directly attributable to the business combination. Identifiable acquired assets, liabilities taken over and conditional liabilities which are part of a business combination are initially measured at their fair value at acquisition date, with the exception of fixed assets held for sale in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, which are measured at fair value minus the cost of selling them, regardless of the existence of any minority interest. The difference between the cost of the business combination and the Group’s interest in the net fair value of the identifiable net asset is recorded as goodwill. Where the cost of the business combination is less than the Group’s interest in the net fair value of the identifiable net asset of the purchased subsidiary, the difference must be recognised in the income statement immediately after revaluation. Acquisitions of subsidiaries and joint ventures are recognised by the acquisition method. The financial statements of subsidiaries and joint ventures are drawn up for the same financial year as that of the parent company, based on uniform financial reporting principles for comparable transactions and other occurrences in similar circumstances. Investments in associated companies Associated companies are companies in which the Group exercises, directly or indirectly, significant influence, but has no control over the entity's financial and operating policy. This situation is assumed to exist when Group holds 20% or more of the companies’ voting rights. The results, and assets and liabilities of associated companies are recorded in the consolidated financial statements by the equity method, except where the investment is classified as held for sale and then needs to be accounted for in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associated companies are initially recognised at cost and then adjusted to

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reflect changes in the investor’s share in the net assets of the company subsequent to acquisition, less any impairment in the value of individual investments. Losses of an associated company that exceed the Group’s interests in the associated company (also including all long-term interests which are in essence part of the Group's investments in this associated company) are not recorded. At 30 June 2006 and 30 June 2007 there were no associated companies. Consolidation eliminations All intra-group balances and transactions with subsidiaries, including unrealised gains on intra-group transactions, are eliminated when preparing the consolidated financial statements. Unrealised gains on transactions with associated companies are eliminated in the amount of the Group's interest in the entity. Unrealised profits on transactions with associated enterprises are eliminated against the participating interest in these entities. The same elimination rules apply to unrealised losses as for unrealised gains, with the difference that they are eliminated only where there is no indication for recording an impairment. 7.2.3. Conversion of foreign currencies The individual financial statements of each group member are presented in the currency of the primary economic environment in which the entity is active (its functional currency). For the purpose of drawing up the consolidated annual accounts, the results and the financial position of each entity are expressed in Euros, the functional currency of the parent company, and that in which the consolidated financial statements are presented. Transactions in foreign currencies A transaction undertaken in a foreign currency, when first recorded in the functional currency, is recorded by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency on the date of the transaction. On every balance sheet date, monetary items in a foreign currency are converted on the basis of the closing rate. Non-monetary assets and liabilities are converted at the exchange rate on the transaction date. Foreign exchange differences resulting from the settlement of monetary items or from the conversion of monetary items at exchange rates that differ from those at which they were translated when first recognised are recognised in the income statement in the period in which they occur as realised or unrealised translation gains or losses. Realised or unrealised translation gains and losses are recognised in the financial result. The Group enters into term contracts to hedge against exposure to certain exchange rate differences. See note (u) on the measurement rules for this type of financial instrument and to note 7.3 – Risk Management Policy, where this type of instrument is analysed more closely. Financial statements of foreign entities Monetary assets, non-monetary assets and liabilities of foreign entities having a functional currency other than the Euro are translated at the closing exchange rate at the balance sheet date. The benefits and charges in each income statement (including the comparative figures) are translated at the average exchange rate. All resulting translation differences are recognised in a separate equity line. The following exchange rates were used in preparing the financial statements:

The average rate has been calculated over the past twelve months.

1 Euro is equal to Closing rate 30 June 2007

Closing rate 30 June 2006

Closing rate 30 June 2005

GBP 1.48720 € 1.44730 € 1.49630 €

1 Euro is equal to Average rate 30 June 2007

Average rate 30 June 2006

Average rate 30 June 2005

GBP 1.48043 € 1.46149 € 1.46934 €

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7.2.4. Segmented information IAS 14 defines a business segment as a clearly distinguishable part of the Group providing individual goods or services within a specific economic environment and which has a different return and risk profile from the other business segments. Given that it is geographic elements that determine the Group’s risks and returns, its primary segmentation basis is geographic, based on the location of the assets. The division by business activities as a secondary segmentation basis is irrelevant given that all products are deep-frozen products. 7.2.5. Non-current assets held for sale and discontinued operations A discontinued operation is a component of the Group that has either been disposed of or is classified as held for sale, which represents a separate significant operating activity and is part of a single co-ordinated plan to be disposed of as a separate significant business activity. The Group classifies a non-current asset (or a group of assets being disposed of) as held for sale when its carrying amount will be realised mainly in a sales transaction and not through the continued used of the same. This condition is fulfilled only when the sale is highly probable and the asset (or the group of assets being disposed of) is immediately available for sale in its present state. Management must have committed to a plan for selling the asset (or group of assets being disposed of), which is expected to be recognised as a completed sale within one year of the classification date. Immediately before the asset is classified for the first time as held for sale the Group will measure the carrying amount of the asset (or of all assets and liabilities in the Group) in accordance with the applicable IFRS standards. Non-current assets and groups of assets to be disposed of, when first recognised as held for sale, are measured at the lower of carrying amount and fair value, less the cost of sale. Impairment losses are recorded in the event of any initial or later write-down of an asset (or group of assets to be disposed of) to the fair value minus the costs of selling it. Non-current assets held for sale are no longer depreciated. 7.2.6. Intangible assets Intangible assets consist of titles, software, licenses and ownership and similar rights acquired from third parties or acquired by contribution, along with internally generated software. Intangible assets with unlimited useful life Intangible assets with unlimited useful life are recorded at cost. No amortisation is taken on intangible assets with unlimited useful life, but these will be assessed annually to determine whether any impairment has taken place. Where the recoverable value of these intangible assets is lower than their book value, an impairment loss will be recorded in the income statement. At the balance sheet date no intangible assets with unlimited useful life were identified. Intangible assets with limited useful life Intangible assets with limited useful life are recorded at cost less accumulated amortisation and any accumulated impairments. Intangible assets having a limited useful life are amortised over their expected useful life by the straight-line method from the date on which the asset was available. The remaining useful life and the amortisation method are assessed annually during the financial year end closing. The following useful lives are applied: Software 5 years Development costs 5 years Licences and ownership rights 5 years

Where the fair value is lower than the carrying amount calculated in this way, impairment losses will be recorded in the income statement.

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Research and development Research expenditure undertaken with a view to acquiring new scientific or technical knowledge and insights is charged to the income statement when incurred. Development expenditure, where the results are applied to a plan or a design for producing new or significantly improved products and processes, is included in the balance sheet only if: • the product or process is technically or commercially realisable; • the Group intends to complete the intangible asset and either use it or sell it; • the product or process can be used or sold; • the assets are demonstrably likely to generate future economic benefits; • the Group has adequate technical, financial and other resources to complete the development and to

use or sell the intangible asset; • the Group can reliably assess the expenditure allocated to the intangible asset during its development

in a reliable way. The capitalised amount contains all costs that are directly attributable to the bringing into being and production of the asset, so that it can function in the way intended by management. Capitalised development costs are written off on a straight-line basis over the expected useful life, from the time that the product or process is ready for use. 7.2.7. Goodwill Goodwill occurs whenever the cost of a business combination exceeds, at acquisition date, the Group’s interest in the net fair value of the identifiable assets, liabilities and conditional liabilities of the acquired party. Goodwill is initially recognised as an asset at cost, and subsequently measured at cost less any accumulated impairments. The cash generating unit to which goodwill is attributed is tested annually for impairment, and also whenever an indication exists that the unit may have undergone an impairment, by comparing the book value with its recoverable value. The recoverable value is the higher of, on the one hand, the fair value minus sales costs and, on the other hand, of it value in use. Where the recoverable value of the unit is lower than its book value, an impairment will first be recognised against the book value of the goodwill attributed to the unit, and then against the other assets of the unit in proportion to the book value of each asset in the unit. An impairment recognised against goodwill may not be reversed at a later date. When a subsidiary, joint venture or associated company is sold, the goodwill attributed to it will be taken into account when determining the gain or loss on the sale. Where the Group’s interest in the net fair value of the identifiable assets, liabilities and conditional liabilities exceeds the cost of the business combination, the remaining surplus will be taken directly into the income statement upon revaluation. 7.2.8. Property, plant and equipment Owned assets Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairments. The cost consists of the initial purchase price together with all directly attributable costs incurred in order to make the asset able to function in the intended manner (non-refundable taxes, transport). The cost of self-produced assets includes the cost of the materials, direct wage costs and a proportionate share of the production overhead. Financing costs are not capitalised.

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Subsequent costs Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, but only when it is probable that the future economic benefit linked to the item will flow to the Group and when the cost of the item can be reliably assessed. All other repair and maintenance costs are recognised in the income state when incurred. Depreciation Depreciation is recorded by the straight-line method over the expected useful life of the asset. The depreciation of an asset begins as soon as it is ready for its intended use. The depreciation amount is charged to the income statement. No depreciation is taken on land and on properties under construction. The remaining value and the useful life of an asset are reviewed at least at the end of every financial year, and where expectations differ from previous estimates, the change(s) are treated administratively as a change in estimate in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”. Initially the following expected useful lives are applied: • Buildings 18 years • Plant, machinery and equipment

o Production 13 years o Packaging 12 years o Energy 13 years o Other 12 years

• Furniture and vehicles 6 years • Other equipment 5 years Gains and losses on the disposal of fixed assets, which are the difference between the sales price and the carrying amount of the assets being disposed of, are recognised in the income statement. 7.2.9. Leasing A leasing agreement is classified as a finance lease when almost all the risks and benefits of ownership are transferred to the lessee. All other forms of leases are regarded as operating leases. Finance leases At the beginning of the lease period, finance leases are recognised as assets and liabilities at amounts equal to the fair value of the leased asset or, where lower, at the present value of the minimum lease payments. The corresponding liability towards the lessor is recorded in the balance sheet as a liability under a finance lease. The minimum lease payments are recorded partly as financing costs and partly as repayment of the outstanding obligation. Financing costs are allocated to each period of the total lease period in such a way as to give a constant periodic rate of interest over the remaining balance of the obligation. Conditional lease payments are charged to income in the periods in which they are made. The depreciable amount of a leased asset is systematically attributed to each reporting period during the period of expected use, on a basis consistent with the depreciation principles applied by the lessee to its directly owned assets. When it is reasonably certain that the lessee will acquire ownership at the end of the lease period, the expected period of use is equal to the useful life of the asset. Otherwise the asset is depreciated over the shorter of lease period or the useful life. Operating leases Lease payments on operating leases must be charged to income pro rata temporis during the lease period, except where another systematic form of allocation is more representative for the time pattern of the user’s benefit. Benefits (to be) received as an incentive to conclude an operating lease agreement are also spread pro rata temporis over the lease period.

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Government grants Government grants are recognised at the time when reasonable certainty exists that the Group will fulfill the conditions attached to the grants and the grants will be received. Government grants are systematically recorded as income over the periods needed in order to attribute these grants to the related costs that they are intended to offset. A government grant received by way of compensation for costs or losses already incurred or with a view to granting immediate financial support to the Group with no future related costs, is recorded as income for the period in which it is received. Grants related to assets are deducted from the carrying amount of the assets concerned. Grants related to income are presented as Other Operating Income. 7.2.10. Impairment of tangible and intangible fixed assets In accordance with IAS 36, an assessment is made, at each balance sheet date, in respect of the Group’s tangible and intangible assets, as to whether there are indications that impairment loss needs to be recognised for a particular asset. Where an indication exists of such impairment, the recoverable value of the asset is estimated. The recoverable value of an asset or a cash flow-generating unit is the fair value after deducting the cost of selling it or its value in use. To determine the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the specific risks attached to the asset. An impairment loss is recognised whenever the carrying amount of an asset, or the cash flow generating unit to which the asset belongs, is higher than the recoverable amount. Impairment losses are recognised directly in the income statement. Whenever an impairment is reversed, the carrying amount of the asset is increased up to the revised estimate of its recoverable amount, but in such a way that the increased carrying amount is no higher than the carrying amount that would have been determined if no impairment had been recognised on the asset in earlier years. A reversal of an impairment loss is recognised directly in the income statement. 7.2.11. Inventories Inventories are measured at the lower of cost (cost of purchase or costs of conversion) by the FIFO (first-in, first-out) method, or net recoverable value. The costs of conversion include all direct and indirect costs that are necessarily incurred in bringing the inventories to their present location and situation. The recoverable value is the estimated sales price in the ordinary course of business, less the estimated costs of completion and the necessary costs of sale. Reduction in value – writing down of the inventory based on the recoverable value When the open contract price is not known, we take the average sales price of the past 12 months. Inventory is written-down monthly on the basis of its market value. The average stock price of each sub-group is compared with the average open contract price for the same sub-group. 7.2.12. Financial assets Criteria for the first-time recognition and for the de-recognition of financial assets. The purchase and sale of financial assets are recognised at completion date. This means that an asset is recognised on the date that it is received by the Group, and that it is de-recognised on the date that the Group disposes of it. Criteria for the valuation of financial assets Financial assets are initially measured at cost, which is equal to the fair value of the purchase price, including transaction costs. For derivatives, the transaction costs must be charged to income immediately. Financial assets measured at fair value via the income statement

These include: (a) Financial assets which are initially recognised and measured at fair value, and where subsequent

changes in fair value are passed through the income statement; (b) Financial assets for trading purposes. This includes derivatives that do not serve to hedge a

specific transaction.

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Both these categories are measured on recognition at their fair value, with subsequent changes in this fair value passed through the income statement.

Available-for-sale financial assets

Assets available for sale are measured, after initial recognition at fair value in the balance sheet. Investments in equities that are classified as financial assets available for sale but for which no price quotation on an active market is available, and the fair value of which cannot be reliably determined, are recognised at their historical cost minus any impairments. Gains and losses deriving from changes in the fair value of assets available for sale are recorded directly to equity. When the participating interest is sold, received or otherwise disposed of, or when the carrying amount of the participating interest is written down owing to an impairment, the accumulated profit (or loss) previously included in equity is transferred to the income statement. Financial assets available for sale are classified under the participating interests heading of financial fixed assets.

Financial fixed assets held until maturity

Assets held until maturity are measured at cost, amortised using the 'effective interest method' minus any impairments.

Loans and receivables

Loans and receivables are measured at amortised cost less impairments. Based on an examination of all amounts outstanding at balance sheet date, an estimate is made of all loans and receivables of which the collection is doubtful. An impairment loss is recognised in the income statement in the amount of the difference between the carrying amount of the receivables and the current value of the estimated future cash flows. Loans and receivables include here trade receivables, other receivables, short-term financial assets, cash and cash equivalents.

7.2.13. Trade and other receivables Short-term trade receivables and other receivables are initially measured at fair value. At the end of the financial year, doubtful receivables are estimated based on an assessment of all outstanding amounts. Valuation allowances are recognised in the income statement whenever an objective proof exists that the asset has reduced in value. The amount of the valuation allowance is determined as the difference between the carrying amount of the asset and the present value of the estimated future cash flows discounted at the original effective interest rate at the time of first recognition. 7.2.14. Cash and cash equivalents Cash and cash equivalents consist of cash and call deposits, short-term (< 3 months) investments, cheques and highly-liquid short-term investments that can be immediately converted into cash, the amount of which is known and which contain no material risk of reduction in value. 7.2.15. Equity instruments Equity instruments of the Group are not revalued. Own shares Own shares are deducted from equity and reported in the statement of changes in equity. No gain or loss is recognised on the purchase, sale, issue or cancellation of own shares. Transaction costs directly attributable to the acquisition of treasury shares (after deducting any taxes) are also deducted from the equity attributable to the shareholders of the company. Dividends Dividends are recognised as amounts payable in the period in which they are formally allotted. 7.2.16. Provisions Provisions are set up in the balance sheet whenever the Group has an existing (legally enforceable or de facto) obligation deriving from a past event and it is probable that an outflow of resources representing economic benefits will be necessary in order to complete the transaction, and the amount of the obligation

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can be reliably estimated. The amount recognised as a provision is the best estimate at the balance sheet date of the outflow needed in order to fulfill the existing obligation, eventually discounted where the time value of money is a relevant factor. Reorganisation or restructuring A provision for reorganisation costs is recorded where the Group has approved a detailed formal reorganisation plan and has created a valid expectation among those involved that the reorganisation will be carried out by beginning to implement the plan or by informing the parties involved of the key features of the same prior to the balance sheet date. 7.2.17. Employee benefits Pension obligations Pension obligations Employee pension plans at Pinguin take the form in Belgium of ‘defined contribution’ schemes. In such schemes the actuarial risk and the investment risk are borne entirely by the employee. Obligations relating to these plans are recognised directly in the income statement at the time incurred. Defined pension schemes Defined pension schemes are dependent on the number of years’ service and the remuneration level. In the case of defined pension obligations the amount shown in the balance sheet (the net obligation) corresponds to the present value of the gross obligation less the fair value of the fund investments, adjusted for non-recognised actuarial gains and losses and for any unrecognised past service pension costs. The present value of a gross defined benefit obligation is the present value, prior to deduction of fund investments, of the expected future payments that will be necessary to fulfill the obligation resulting from the employee’s service during the current period and in past periods. The present value of the gross obligation and the pension costs relating to the year of service and any pension costs for past service are calculated by a qualified actuary using the ‘projected unit credit’ method. The discount rate used is equal to the return, at the balance sheet date, of first class industrial bonds having a remaining life comparable to that of the Group’s obligations. Actuarial gains and losses consist of experience adjustments (resulting from differences between the previous actuarial assumptions and what has actually occurred) and of the results of changes in actuarial assumptions. Actuarial gains and losses are in principle not recognised at the time they occur, but to the extent that their cumulative amount falls outside a predetermined ‘bandwidth’, are spread over the expected average remaining careers of the entitled employees. This bandwidth is determined separately for each defined pension obligation, and has a lower and upper limit of 90% and 110% respectively of the greater of the current value of the gross obligations and the fair value of the fund investments. Past service pension costs refer to the increase in the present value of the gross obligation in respect of services rendered by employees in past years, and which derive in the current period from the introduction of, or changes in post-retirement benefits, or other long-term employee benefits. Past service pension costs are charged gradually to income, spread on a straight-line basis over the average period remaining until the rights to the benefits are vested. Where benefit rights can be regarded as vested as the result of new rules or changes in existing rules, the past service pension costs are charged directly to income. Where the obligation to be recorded in the balance sheet is negative, an asset item is recognised only to the extent that this is not higher than the total of the unrecognised accumulated actuarial net losses and past service pension costs and the present value of future repayments from the scheme or reductions in future contributions to the scheme (the ‘asset ceiling’ principle). In this case the actuarial gains and losses are recognised directly whenever the deferral of the same would result in the recognition of a gain only as the result of an actuarial loss in the present financial year, or in the recognition of a loss only as the result of an actuarial gain in the present financial year. In this case, past service pension costs are also recognised immediately whenever the deferral of the same would result in the recognition of a gain only as a result of an increase of past service pension costs during the current financial year. The amount recognised in the income statement consists of the following elements: the pension costs attributed to the present year of service, any recognised past service pension costs, the expected return on fund investments, the recognised actuarial gains and losses and the effect of changes in the ‘asset ceiling’. In the income statement the pension costs attributed to the present year of service and the recognised past service pension costs are taken into the operating result and the other elements into interest income and costs.

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The Group has no defined pension schemes. Share-based payments Share option programmes and warrant plans enable employees and senior management to acquire shares in the company. The fair value of the services received from employees is recognised as an expense. The total amount to be recognised as an expense during the vesting period is determined on the basis of the fair value of the share options granted, not taking into account the impact of market price-unrelated conditions. Account is taken of market price-unrelated conditions in the assumptions concerning the expected number of share options that will become unconditional. At each balance sheet date the Group revises its estimates of the numbers of share options that will become unconditional. Where applicable, the impact of the revision of the original estimates is recognised in the income statement with a corresponding entry to equity over the remainder of the vesting period. If and when the options are exercised, equity is increased by the amount of the monies received. Other long-term employee benefits Other long-term employee benefits consist of future remuneration to which employees are entitled based on services rendered during the present or previous periods. These benefits are treated in the same way as defined pension schemes, except that all actuarial gains and losses are recognised immediately, no bandwidth is applied and all past service costs are recognised immediately. The Group has no other long-term employee benefits. 7.2.18. Equity instruments and interest-bearing liabilities: the distinction Equity instruments and interest-bearing liabilities issued by the Group are classified on the basis of the economic reality of the contractual agreements and the definitions of the interest-bearing instrument and the equity instrument. Equity instrument An equity instrument is any contract that consists of a remaining interest in the Group's assets, after deducting all liabilities. An equity instrument issued by the Group is recognised under equity on the basis of the income received less direct transaction costs. Interest-bearing liabilities Interest-bearing liabilities are measured initially at fair value, less attributable transaction costs. After initial measurement, interest-bearing liabilities are recognised at their amortised cost, with the difference between the initial amount and the redemption value amount taken into the income statement pro rata temporis based on the ‘effective interest’ method. 7.2.19. Bank loans Interest-bearing bank loans and overdrafts are measured initially at fair value after deduction of transaction costs, and are subsequently measured at their amortised cost calculated according to the effective interest method. 7.2.20. Subordinated bond loans Loans are initially recorded in the financial statements at fair value, net of transaction costs, and then at amortised cost. The difference between the income (net of transaction costs) and the redemption value is recognised in the income statement over the life of the loan by the effective interest method. 7.2.21. Trade and other payables Trade and other payables are measured at amortised cost.

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7.2.22. Derivatives Financial risk factors The Group uses derivatives to limit risks relating to unfavourable foreign currency and interest rate fluctuations arising out of operating, financial and investment activities. It is Group policy not to speculate in financial derivatives. The Group uses foreign currency buy and sell options, interest rate swaps and other derivative instruments to control the impact of foreign currency and interest rate fluctuations. These financial instruments are used solely to hedge exposure to currency and interest rate risks. Derivatives that represent economic hedging but do not fulfill the strict hedge accounting criteria as prescribed in IAS 39 “Financial Instruments: Recognition and measurement, are treated for accounting purposes as financial assets or financial liabilities measured at fair value, with changes in value being passed through the income statement. Foreign exchange risk

The Group concludes agreements giving it the right to purchase (forward purchase) or sell (forward sell) a specified quantity of foreign currency. In addition, the Group concludes agreements giving it the right, but not the obligation, to purchase (call option) or sell (put option) a specified quantity of foreign currency (GBP) at an agreed price during a specified period or at a specified date. The option-holder pays the seller a premium as compensation for the risk during the life of the agreement. Combinations of call and put options are used to minimize the hedging costs. These agreements are concluded in order to minimize the Group’s foreign exchange risk, mainly in respect of a significant portion of the activities undertaken with countries outside the Eurozone (UK).

Interest rate risk

For managing interest rate risk the Group makes limited use of financial instruments with a view to reducing the impact of any interest rate rises. These instruments reflect the way the company finances its credit needs with short-term fixed-rate borrowings. An interest rate swap involves swapping interest rate conditions during the period, or part of the period of a borrowing. An interest rate cap protects the holder of this financial instrument against interest rates rising above a predetermined level, whilst an interest rate floor protects against interest rates falling below a pre-determined level.

Credit risk

Credit risk is the risk of a counterparty or its bank being unable to fulfil its contractual obligations. The Group reduces this risk by means of an active debtor policy including such steps as formulating payment conditions, formulating collection procedures and setting credit limits.

Hedging instruments The Group has opted not to apply hedge accounting. Should the Group decide in the future to apply hedge accounting, a formal documentation system would then be implemented in order to identify the underlying transaction as fast as possible when entering into new contracts, in order to establish whether the hedging instrument squares with the Group’s risk management and to test the appropriateness of the hedging instrument on a permanent basis. 7.2.23. Income taxes Income taxes consist of current and deferred taxes. The current tax liability is based on the fiscal profit for the year. The current tax is the amount of income tax owed on the taxable profit for the period, together with any adjustments relating to prior periods. This amount is calculated based on local tax rates (or tax rates for which the legislative process is essentially completed) at balance sheet date. Current taxes for the current and prior periods are, in so far as not already paid, recognised as a liability. Where the amount already paid in respect of the current and prior periods is greater than the amount due in respect of this period, the balance is recorded as an asset. Deferred taxes are recognised based on the ‘liability’ or balance method, for all temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding fiscal carrying amount used in calculating the fiscal profit. In general deferred tax liabilities are recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that taxable profits are available for offsetting against deductible temporary differences. Such liabilities and receivables are not recognised when the temporary differences result from the first-time recognition of

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goodwill or from the first-time recognition (other than in a business combination) of other assets or liabilities in a transaction that has no effect whatsoever on the pre-tax profit, nor on the fiscal profit. The main temporary differences relate to the depreciation of tangible fixed assets, the effect of changes in the way value adjustments are recognised on inventories, the recognition of grants and the booking out of the seasonal correction. Deferred tax liabilities are recognised for all taxable temporary differences relating to investments in subsidiaries, branches, associated companies and interests in joint ventures, unless the Group is able to determine when the temporary difference reverses and it is likely that the temporary difference will not reverse in the near future. The carrying amount of a deferred tax liability must be assessed at every balance sheet date. The Group will lower the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient fiscal profit will be available to permit its application, in part or in whole, to the benefit of the deferred tax asset. Deferred tax assets and liabilities are measured at the tax rates that are expected to be applicable to the period when the asset is recovered or the liability is settled. Deferred taxes must be taken as income or expenses into the income statement of the period, unless they refer to elements recognised directly to equity, in which case the deferred tax is also recognised directly to equity. Current tax assets and liabilities are offset only if the entity has a legally enforceable right to offset the recognised amounts and intends to settle the liability on a net basis, or to recover the asset at the same time as settling the liability. 7.2.24. Revenue Revenue from the sale of goods is recognised when: a. the essential risks and benefits of ownership are transferred; b. the Group retains no de facto control or involvement which normally belong to the owner; c. the amount of the revenue can be reliably determined; d. it is probable that the economic benefits relating to the transaction will flow to the Group; e. the costs already or still to be incurred in respect of the transaction can be reliably measured. Revenue is measured at the fair value of the compensation received or to which entitlement is obtained, and represents the amounts due and payable for goods and services delivered in the normal course of business, taking into account the amount of any trade, financial or volume discounts given by the Group. Dividend income from investments is recognised whenever the shareholders' rights to payment have been acquired. Interest is recognised by the ‘effective interest method’ as specified under IAS 39 – “Financial Instruments: Recognition and Measurement”. 7.2.25. Financing costs Financing costs are recognised as an expense in the period in which they are incurred. 7.2.26. Post-balance sheet events Post-balance sheet events concern the period between the balance sheet date and the date of approval of the publication of the financial statements. Post-balance sheet events that refer back to situations that existed at the balance sheet date are incorporated into the financial statements. Post-balance sheet events that refer to situations arising only after the balance sheet date are mentioned in the notes only if they can have a significant impact. 7.2.27. Use of estimates Preparing the financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that can have an impact on the reported amounts of assets and liabilities, conditional liabilities and assets, income and costs, and elements thereof that are mentioned in the notes.

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The estimates made on the reporting date reflect conditions as they existed on that date. The main estimates, judgements and underlying assumptions relate primarily to determining impairments of the tangible fixed assets, deferred tax assets and provisions: • Impairment losses (or reversal of impairment losses) on tangible fixed assets:

- At every reporting date the group examines whether any indication exists of a possible impairment of tangible fixed assets;

- At every reporting date the group examines whether any indication exists that an impairment recorded on an asset in a previous reporting period has reduced or no longer exists.

• The recording and calculation of provisions for tax and environmental risks and for restructurings; • Deferred tax assets:

Deferred tax assets relating to deferred tax losses are recognised only to the extent that is probable that sufficient taxable profit will exist in the future in order to recover the carried-forward tax losses. In estimating this, the Group takes into account elements such as budgets and long-term strategies.

• Provisions: At every year end the Group estimates the future risks and costs of pending disputes, taking advice in particular from outside experts.

The estimates, judgements and related assumptions as described above are based on past experience and on various other factors that are considered reasonable in the given circumstances. The actual outcomes can differ from these estimates. The estimates and underlying assumptions are constantly reassessed. Management believes that a reasonable basis exists for the estimates and assumptions and that these reflect in the best possible way the outlook for Pinguin.

7.3. NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS 2005/2006 and 2004/2005

7.3.1. Segment reporting 7.3.1.1 Primary reporting Segment (Geographical Segment) For both production and internal reporting purposes Group is organized into geographic regions: Belgium, France and the United Kingdom. The Pinguin Group has its production facilities in the most fertile regions of these three countries. It has therefore opted for geographically segmented reporting. The geographic segments are based on the location of the assets and form the basis on which the “Pinguin Group” reports its primary segment information, via:

• Belgium : consists of Pinguin Westrozebeke NV, Pinguin Langemark NV and Pinguin Salads

BVBA

• France : consists of the production facility in Ychoux (Aquitaine), Pinguin Aquitaine SAS

• UK : consists of the production entity at Kings Lynn (Norfolk), Pinguin Foods UK Ltd

• Other : consists of the MAC Sarl and Pinguin Deutschland GmbH sales offices.

As at 30 June 2005 Euragra SA was included under France and Pinguin Salads BVBA under Belgium. As at 30 June 2006 the entire operations of the former Euragra were included in the segment reporting for Belgium, this activity having been transferred to the Belgian entity after the closure of Euragra. IFRS 5 – “Fixed Assets Held for Sale and Discontinued Activities” does not apply to Euragra’s assets, as the entire production apparatus has been physically transferred to Belgium. Nor can it be regarded as a discontinued activity as Euragra was not viewed as a separate ‘business’ prior to closure. The closure of Pinguin Salads BVBA, on the other hand, is viewed as a discontinued activity and its activities are therefore included separately within the Belgium segment. We refer to note 5 for more detailed information. The result of a segment contains the income and costs generated directly by a segment, including portion of the general income and costs that can be reasonably allocated to the segment.

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The assets and liabilities of a segment consist of the assets and liabilities belonging directly to it. As the segment reporting is structured according to the geographic location of the assets, it was easy to attribute the balance sheet items to the respective segments. Assets and liabilities per segment are presented before elimination of inter-segment positions. Market conditions are taken as the basis for inter-segment transfer pricing. Capital expenditure per segment consists of the cost of acquired assets with an expected useful live greater than one year. The same valuation rules are used in this segment reporting as in the consolidated financial statements.

Belgium (subconsolidated)

30/06/2006 (in 000 Euro)

Continuing operations

Discontinued operations U

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REVENUE Sales 106,679 1,402 56,310 13,722 820 150,460 - sales to external customers 93,344 1,402 55,441 137 135 150,460 - intersegment sales 13,335 869 13,585 685 -28,474 Increase/decrease in inventories -997 -14 208 -797 0 -1,600 Other operating income (third parties) 2,149 661 6 79 10 2,906Other intersegment operating income 258 922 412 0 -1,592 Total revenue 108,089 2,049 57,446 13,416 830 -30,066 151,766 RESULTS Operating result (EBIT) 82 -241 -903 1,796 -50 684 Net finance costs -1,565 -93 -880 -434 4 -2,968 Result before taxes -1,483 -334 -1,782 1,362 -46 -2,284 Income taxes -609 0 0 0 0 -609 Net result -2,092 -334 -1,783 1,362 -46 -2,893 - Share of the Group -2,092 -334 -1,783 708 -46 -3,546 - Minority interest 654 653 EBITDA 4,960 -208 -316 2,428 -11 6,853 ASSETS AND LIABILITIES Segment assets 111,037 705 18,121 13,912 463 -32,080 112,158 TOTAL ASSETS 111,037 705 18,121 13,912 463 -32,080 112,158 Segment liabilities 111,037 705 18,121 13,912 463 -32,080 112,158 TOTAL LIABILITIES 111,037 705 18,121 13,912 463 -32,080 112,158 OTHER SEGMENT INFORMATION Capital expenditure: - Tangible fixed assets 5,774 24 1,022 990 14 7,824 - Intangible fixed assets 51 4 0 0 0 55 Depreciation 3,946 35 587 645 10 5,223Write-downs 1,039 -2 0 -3 28 1,062 Number of employees (year end) 413 0 158 41 5 617

30/06/2005 (in 000 Euro)

Bel

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REVENUE Sales 106,313 54,751 16,066 979 150,624 - sales to external customers 93,558 53,491 3,440 134 150,624 - intersegment sales 12,755 1,260 12,626 845 -27,486 Increase/decrease in inventories -1,880 699 -271 0 -1,451 Other operating income (third parties) 2,475 139 266 29 2,908Other intersegment operating income 564 820 431 125 -1,940

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Total revenue 107,472 56,409 16,492 1,133 -29,426 152,081 RESULTS Operating result (EBIT) 1,933 -5,588 1,848 27 -1,779 Net finance costs -2,879 -870 -996 -65 -4,811 Result before taxes -946 -6,458 852 -38 -6,590 Income taxes -918 11 -4 -5 -917 Net result -1,864 -6,447 848 -43 -7,507 - Share of the Group -1,864 -6,447 323 -43 -8,032 - Minority interest 525 525 EBITDA 6,264 -5,050 2,567 37 3,818 ASSETS AND LIABILITIES Segment assets 108,457 17,674 18,656 643 -31,951 113,479 TOTAL ASSETS 108,457 17,674 18,656 643 -31,951 113,479 Segment liabilities 108,457 17,674 18,656 643 -31,951 113,479 TOTAL LIABILITIES 108,457 17,674 18,656 643 -31,951 113,479 OTHER SEGMENT INFORMATION Capital expenditure: - Tangible fixed assets 4,191 2,929 388 0 7,508 - Intangible fixed assets 113 0 0 0 113 Depreciation 3,304 537 775 12 4,628 Write-downs 785 0 -44 0 741 Number of employees (year end) 440 201 18 7 666

Earnings have improved markedly in the United Kingdom and France. The restructuring at Pinguin Foods UK has already begin to yield a profit, despite the EUR 1.64 million of non-recurring costs included in the net result. In France the loss-making Euragra operation was closed (1 half of the 2005 calendar year) and Pinguin Aquitaine was able to bring down the production cost of sweet-corn by increasing the production yield. Pinguin Aquitaine’s entire inventory was sold on during the financial year to Belgium, what caused an increase inter-segment sales. Sales to external customers in France have fallen dramatically with the loss of Euragra sales, now that this business is run out of Belgium. Sales Pinguin sells its products in 49 countries around the world. Nevertheless, the majority of sales continue to be made in Belgium and neighbouring countries. The table below gives an overview of sales broken down geographically by customer location.

Sales (in 000 Euro) 30/06/2006 30/06/2005

Belgium 19,591 13.14% 18,965 12.88% UK 57,756 38.75% 55,254 37.52% France 24,505 16.44% 29,531 20.06% Germany 21,459 14.40% 20,996 14.26% Other EU-countries 21,492 14.42% 19,676 13.36% Other 4,255 2.85% 2,830 1.92% Total sales 149.058 100% 147.252 100% Sales in France have fallen by 17% compared with the previous year. This is due mainly to the termination of our cooperation with one of our former major French customers. The increase under ‘other’ is due entirely to our additional sales in Canada (day packs). 7.3.1.2. Secondary reporting segment (Business segment) The Pinguin Group’s sales are centred on products that all belong to the deep-frozen vegetable segment. For this reason business segment reporting is not applied.

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7.3.2. Discontinued reporting On 1 December 2005 we announced the closure of BVBA Pinguin Salads, which produced fresh-cut and chilled vegetables. This decision was taken in the light of the continuing losses of this 100% subsidiary. Despite heavy investments the hoped-for sales growth failed to materialize. The company employed 19 people and represented around 2.5% of ‘Pinguin Group’ sales. Discontinued operations (Pinguin Salads) (in 000 Euro)

30/06/2006 30/06/2005

REVENUE 2,049 4,217 Sales 1,402 3,372 - sales to external customers 1,402 3,372 - intersegment sales 0 0 Increase/decrease in stock -14 4 Other operating income (third parties) 661 841 Other intersegment operating income OPERATING CHARGES -2,290 -4,555 Raw materials, consumables and goods for resale -1,061 -2,728 Services and other goods -503 -1,023 Personnel costs -393 -612 Depreciation and amortization -35 -169 Write-downs 2 -2 Provisions Other operating charges -300 -21 Operating result (EBIT) -241 -338 Net finance costs -93 -77 Result before taxes -334 -415 Income taxes 0 5 Net Result -334 -410

Cash flow statement discontinued operations

Cash flow statement Pinguin Salads (in 000 Euro) 30/06/2006 30/06/2005

CASH AND CASH EQUIVALENTS, BEGINNING BALANCE 205 78 CASH FLOW FROM OPERATING ACTIVITIES 143 337 Net result -334 -410Non-cash items 98 173Increase/decrease in working capital 379 574 CASH FLOW FROM INVESTING ACTIVITIES 635 -242 Acquisitions ( - ) -28 -242Disposals 663 0 CASH FLOW FROM FINANCING ACTIVITIES -964 32 Reimbursement of long and short term funding ( - ) -964 -69

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Receivings of short and long term funding ( + ) - 101 NET INCREASE IN CASH AND CASH EQUIVALENTS -186 127 CASH AND CASH EQUIVALENTS, ENDING BALANCE 19 205

7.3.3. Income statement items

7.3.3.1. Sale and other operating income Group sales consist mainly of fresh-frozen vegetable products. The fresh cut and chilled vegetables were distributed by Pinguin Salads. Sales of fresh-chilled products by Pinguin Salads BVBA were, however, discontinued on 1 December 2005 and can therefore be regarded as a discontinued activity. See also note 7.3.2 on discontinued operations. Sales (in 000 Euro) 30/06/2006 30/06/2005 Sales “Frozen” (continuing operations) 149,058 147,252 % of total turnover 99.07 % 97.76%

Other operating income (in 000 Euro) 30/06/2006 30/06/2005

Invoiced transport costs to customers 1,053 813 Compensatory amounts 243 801 Operating subsidies 67 49 Rentals 5 0 Other 742 305

Total: 2,110 1,968 The “other” item above consists primarily of packaging materials invoiced to customers. 7.3.3.2. Operating Charges

Operating charges (in 000 Euro) 30/06/2006 30/06/2005

Raw materials, consumables and goods for resale 82,748 81,070 Purchase of fresh vegetables 27,887 29,173 Purchase of frozen vegetables 31,332 24,330 Purchase of packing materials 7,916 8,568 Storage and work for third parties 7,376 11,275 Transport costs related to purchasing activities 3,118 3,067 Purchase of ingredients 3,025 2,738 Purchase of seeds 1,286 1,167 Other 808 752 Services and other goods 35,591 35,514 Transport 9,004 8,746 Energy 7,608 7,226 Maintenance + IT 5,673 5,466 Rent (forklifts, hardware, buildings (UK)…) 2,037 2,996 Interims 2,951 2,271 Insurance 1,191 1,568 External advisory 1,898 1,008 Costs related to sales and administration 1,850 2,414 Cost effluent Pinguin UK 429 978 Other 2,950 2,841 Personnel costs 22,558 24,732 Depreciation and amortization 5,188 4,628

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Write-downs and provisions 948 799 Write-down of fixed assets 0 0 Write-down of inventories 663 754 Write-down of trade debtors 401 -13 Provisions -116 58 Other operating charges 1,624 2,463

Total: 148,658 149,206

Other operating charges relate primarily to property taxes and environmental levies. As at 30 June 2005 an additional write-down of EUR 1,103,000 was recorded on an amount receivable from Euragra.

7.3.3.3. Operating Result (EBIT) Operating result of continuing operations

Operating result (in 000 Euro) 30/06/2006 30/06/2005 %

Operating result (EBIT) 925 -1,441 164%

The rise in operating result (EUR 2,366,000) compared with last year can be explained by a number of operating cost savings resulting from the restructuring at our British subsidiary. The operating result of continuing operations also includes for the present financial year EUR 1,639,000 of non-recurring costs. The non-recurring costs include mainly severance payments. Operating result incl. discontinued operations

Operating result (in 000 Euro) 30/06/2006 30/06/2005 %

Operating result (EBIT) 684 -1,779 138% 7.3.3.4. Financial Income and Expenses The financial income and expenses of the Pinguin Group can be broken down as follows:

Financial income and expenses (in 000 Euro) 30/06/2006 30/06/2005

FINANCIAL INCOME 880 286

Operating financial income - Interest income 85 22- Other financial income 76 18 Non-operating financial income - Valuation to fair value of the financial instruments 396 0- Conversion differences 323 246

FINANCIAL EXPENSES -3,755 -5,020 Operating financial expenses - Interest charges on interest-bearing liabilities -2,253 -3,144

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- Interest on leasing -527 -595- Other interest expenses -270 -342 Non-operating financial expenses - Realized exchange results -315 -374- Unrealized exchange results -358 -62- Losses on disposal of financial assets 0 0- Valuation to fair value of the financial instruments -32 0- Write-downs of financial assets -255- Other -248

FINANCIAL RESULT -2,875 -4,734 Interest charges on interest-bearing liabilities were down by EUR 891,000 compared with the previous financial year. This is due to the accelerated repayment of interest-bearing liabilities. First-time adopters are exempted from applying IAS 32 and IAS 39 to the preparation of comparative information. The application of the exemption rule means that as at 30 June 2005 no revaluation of financial instruments was recognised in the result. The Group decided to initially measure these financial instruments as at 1 July 2005 and to recognize changes in the fair value of these instruments in the result for the year ending on 30 June 2006. The revaluation amounted to EUR 364,000 at 30 June 2006. 7.3.3.5. Income Taxes

Tax expense reported in the income statement (in 000 Euro) 30/06/2006 30/06/2005

- Current taxes for the year -20 -15 - Adjustment to current taxes in respect of prior periods 0 6 - Deferred taxes for the year -589 -912 - Adjustment to deferred taxes in respect of prior periods 0 0 TOTAL TAX EXPENSE REPORTED IN THE INCOME STATEMENT -609 -921 The following tax rates were applied at both 30 June 2006 and 30 June 2005:

• Belgian tax rate: 33.99% • French tax rate: 33.33% • United Kingdom tax rate: 30.00% • German tax rate: 39.58%

Relationship between tax expense and accounting profit (in 000 Euro) 30/06/2006 30/06/2005

Result before taxes -1,950 -6,175 Theoretical tax rate 33.99% 33.99% Tax (expense)/income at the Belgian tax rate 663 2,099 Effect of different tax rates in other countries -66 -251 Theoretical tax expense 597 1,848 Average theoretical tax rate 30.62% 29.93% Tax effect of: - Non-deductible items -192 -133 - Current tax adjustments relating to prior periods 0 6

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- Deferred tax adjustments relating to prior periods 0 0 - Non-recognition of deferred tax assets on tax losses -1,033 -2,635 - Other 19 -7 Effective tax expense -609 -921

Effective tax rate 31.23% 14.92% 7.3.3.6. Non recurring events In the year ending on 30 June 2006 a major restructuring plan was carried out at Pinguin Foods UK, at a cost of EUR 1.6 million. This restructuring was completed by 30 June 2006 and is regarded as a non-recurring event. In the financial year ending on 30 June 2005 a non-recurring cost of EUR 0.9 million was recorded for the closure of the French subsidiary Euragra. We also mention here the ending of the business activities of Pinguin Salads during the 2005/2006 financial year. We refer to 7.3.2. in this Prospectus dealing with discontinued operations. To permit a better comparison of the Group’s result with that of the previous year 30 June 2005, IFRS 5 - “Discontinued Activities” has been applied retroactively to the previous financial year. 7.3.3.7. Earning s per share Earnings per share is calculated by dividing the Group’s share in net income by the weighted average number of shares outstanding during the year (total number of shares – own shares).

Per 30 June 2006 Basic Diluted

Weighted average number of ordinary shares 4,459,411 4,459,411 Dilution effect of warrants 0Weighted average number of ordinary shares (diluted) 4,459,411

Including discontinued operations Basic Diluted Net income attributable to ordinary shareholders (in 000 Euro) -3,546 -3,546

Earnings per share (in Euro) -0.80 -0.80 Continuing operations only Basic Diluted

Net income attributable to ordinary shareholders (in 000 Euro) -3,212 -3,212

Earnings per share (in Euro) -0.72 -0.72

Per 30 June 2005 Basic Diluted

Weighted average number of ordinary shares 3,524,719 3,524,719

Dilution effect of warrants 0Weighted average number of ordinary shares (diluted) 3,524,719

Including discontinued operations Basic Diluted Net income attributable to ordinary shareholders (in 000 Euro) -8,032 -8,032

Earnings per share (in Euro) -2.28 -2.28

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Continuing operations only Basic Diluted

Net income attributable to ordinary shareholders (in 000 Euro) -7,621 -7,621

Earnings per share (in Euro) -2.16 -2.16 7.3.4. Balance sheet items

7.3.4.1. Intangible Fixed Assets Software (in 000 Euro)

30/06/2006 30/06/2005

AT COST

BALANCE AT THE END OF THE PRECEDING PERIOD 596 483 Acquisitions 55 113 Acquisitions through business combinations - - Sales and disposals -29 - Transfer from one heading to another 14 - Translation differences - - Other - -BALANCE AT THE END OF THE PERIOD 636 596

DEPRECIATIONS AND AMOUNTS WRITTEN DOWN

BALANCE AT THE END OF THE PRECEDING PERIOD 183 0 Depreciations 208 184 Withdrawals - - Write-downs - - Withdrawals after sales and disposals -26 - Transfer from one heading to another 3 - Translation differences - - Other - -1BALANCE AT THE END OF THE PERIOD 368 183

NET CARRYING AMOUNT BEFOR INVESTMENT GRANTS 268 413 Net investment grants -3 -

NET CARRYING AMOUNT AT THE END OF THE PERIOD 265 413 Investments in existing software were down at 30 June 2006 compared with the previous financial year, given the decision to apply a single software system Group-wide from 1 January 2007 onwards. The investments in the new software package are planned to take place primarily in the second half of the 2006 calendar year (2006/2007 financial year).

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7.3.4.2. Tangible Assets

30/06/2006 (in 000 Euro)

Land and buildings

Plant, machinery

and equipment

Furniture and

vehicles

Leasing and

similar rights

Assets under

construction

Other 30/06/06 30/06/05

BALANCE AT THE END OF THE PRECEDING PERIOD

31,224 20,540 476 7,493 157 164 60,054 53,197

Acquisitions 244 5,818 197 686 879 - 7,824 7,508

Acquisitions through business combinations - - - - - - - - Sales and disposals - -1,260 -152 -510 - - -1,922 -650 Transfers from one heading to another -741 578 8 785 -695 - -65 -1 Translation differences - -64 - -167 - - -231 - Other - - - - 4 - 4 -BALANCE AT THE END OF THE PERIOD

30,727 25,612 529 8,287 345 164 65,664 60,054

DEPRECIATIONS AND AMOUNTS WRITTEN DOWN BALANCE AT THE END OF THE PRECEDING PERIOD

1,443 2,393 87 1,533 5 0 5,462 0

Depreciations 1,440 2,845 87 860 - - 5,232 5,680 Withdrawals - - - -16 - - -16 -1 Write-downs - - - - - - - - Withdrawals after sales and disposals - -96 -26 -71 - - -193 -217 Transfers from one heading to another -49 1 - 50 -5 - -3 - Translation differences - -4 - -60 - - -64 - Other - - - -4- - -4 -BALANCE AT THE END OF THE PERIOD

2,834 5,139 148 2,292 0 0 10,414 5,462

NET CARRYING AMOUNT BEFORE INVESTMENT GRANTS AND RECLASS LEASING 27,893 20,473 381 5,995 345 164 55,251 54,592 Net investment grants -576 -1,379 -10 -114 - - -2,079 -1,947 Reclass leasing 3,824 1,822 235 -5,881 - - 0 - NET CARRYING AMOUNT AT THE END OF THE PERIOD (30 June 2006)

31,141 20,916 606 0 345 164 53,172 -

NET CARRYING AMOUNT AT THE END OF THE PRECEDING PERIOD (30 June 2005)

32,292 19,567 470 0 152 164 - 52,645

The most important investments in the year to 30 June 2006 were the acquisition of more efficient packaging machinery at Pinguin NV (EUR 1,052,000) with a view to modernizing the packaging division, the optimization of existing machinery at Pinguin NV (EUR 1,346,000), additional investment in cooling installations and machine rooms at Pinguin Langemark (EUR 576,000), the setting up of the soup and sauce line at Pinguin NV with the necessary extension of the machine rooms (EUR 1,802,000), the introduction of a bean line at Pinguin Aquitaine (EUR 578,000) and the waste water processing project in the United Kingdom (EUR 469,000). The EUR 1,272,000 increase in sales and disposals in the year to 30 June 2006 compared with the year before relates mainly to the sale of the tangible fixed assets of Pinguin Salads to an external party at net carrying value. The value of the land amounted to EUR 6,867,000 at 30 June 2006 (30 June 2005: EUR 6,867,000).

In accordance with IAS 16, estimates of remaining value, useful life and depreciation methods are reviewed every year and any significant changes in estimates have to be mentioned. In the light of this

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requirement the Group tested the useful life of the tangible fixed assets for under and over-measurement. The review did not reveal any need to adjust useful lives for the present period, but these will be reviewed every year and kept up-to-date. At 30 June 2006 the Group’s fixed assets were encumbered as follows:

• Mortgages: EUR 11,419,000 (30 June 2005: EUR 9,792,000). • Mortgage mandates: EUR 487,000 (30 June 2005: EUR 3,214,000).

7.3.4.3. Inventories

Inventories (in 000 Euro) 30/06/2006 30/06/2005

Raw materials and consumables 2,929 3,332 Finished goods 25,233 27,762

Total inventory 28,162 31,094 Inventories are subject to a ‘lower of cost or market’ (LOCOM) test, in which the average inventory price for each sub-group is compared with the average outstanding contract price for the same sub-group. The total gross amount of inventory eligible for LOCOM write-down amounted at 30 June 2006 to EUR 9,676,000. At 30 June 2005 the total gross amount was EUR 9,699,000. The LOCOM provision in respect of these amounts was EUR 1,952,000 at 30 June 2006 and EUR 1,414,000 at 30 June 2005. A write-down is also recorded for obsolete, i.e. slow-moving, inventory. The write-down for slow-moving inventory amounted to EUR 670,000 at the end of the financial year (30 June 2005: EUR 199,000). The write-down resulting from the LOCOM test is taken against income as a change in inventory. The write-down for slow-moving stock is recorded as a write-down in the income statement and is therefore included in the calculation of EBITDA. A lien on the company’s business assets in the amount of EUR 26,030,000 (30 June 2005 : EUR 38,753,000) exists in respect of trade receivables and the inventories, along with the mandate in an amount of EUR 4,586,000 (30 June 2005: EUR 33,342,000). 7.3.4.4. Available for sale financial assets Available-for-sale financial assets (in 000 Euro) 30/06/2006 01/07/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 108 296 Acquisitions 112 67 Disposals and closures 0 0 (Write-downs)/ reversal write-downs 0 -255 Transfers 0 0 Exchange gains /(losses) 0 0

Balance at the end of the period 220 108 First-time adopters are exempted from applying IAS 32 and IAS 39 when producing comparative information. These financial assets have therefore been treated according to the BE GAAP method, whereby financial fixed assets are valued at historical cost, less any reductions in value. From 1 July 2005 these standards become applicable to the Group and these investments were indicated as financial assets available for sale. As it was impossible to reliably determine the fair value of these assets, with the changes in fair value being passed to equity, it was opted to apply the historical cost (net of any reductions in value). The Group owns (via MAC sarl) EUR 380,000 of shares in Tomate d'Aquitaine SAS (14.28%), on which a reduction in value of EUR 255,000 was recorded at the end of June 2005. Pinguin also has a participating interest in Starbrand Spolka (12.55%) worth EUR 11,000. Pinguin China was set up effective 30 June 2006 (75%) and the Group purchased shares for EUR 84,000. Following this the participating interest in Tomate d'Aquitaine was increased.

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7.3.4.5. Long Term Receivables

Long term receivables (in 000 Euro) 30/06/2006 30/06/2005

Receivables > 1 year 428 531

Amounts receivable after one year consist mainly of cash guarantees. The credit guarantee (‘gage espèce’) paid by Pinguin Aquitaine amounted to EUR 306,000 at 30 June 2006, down EUR 135,000 on the previous year (30 June 2005: EUR 441,000). The remaining amount consists mainly of car leases and pallet guarantees. 7.3.4.6. Deferred Tax assets and Liabilities

30/06/2006 30/06/2005

Deferred taxes (net carrying amount) (in 000 Euro) Deferred tax

assets Deferred tax

liabilities Deferred tax

assets Deferred tax

liabilities

BALANCE AT THE END OF THE PRECEDING PERIOD 0 5,390 0 4,430 Increase/(decrease) via income -774 -183 1,246 2,203 Increase/(decrease) via equity 0 47 0 0 New consolidations 0 0 0 0 Deconsolidations 0 0 0 0 Translation differences 0 -2 0 3Set-off of assets and liabilities 774 774 -1,246 -1,246 BALANCE AT THE END OF THE PERIOD 0 6,026 0 5,390

30/06/2006 30/06/2005

Deferred taxes (attribution) (in 000 Euro) Deferred tax

assets Deferred tax

liabilities Deferred tax

assets Deferred tax

liabilities

Formation expenses 41 0 47 0 Intangible assets 1 2 6 2 Tangible fixed assets 1,843 8,151 2,357 7,382 Financial fixed assets 1 27 0 0 Bond loan 0 25 0 0 Inventories 382 0 1,445 0 Trade and other receivables 0 3 0 1 TOTAL DEFERRED TAXES RELATED TO TEMPORARY DIFFERENCES 2,268 8,208 3,855 7,385

Unrecognised deferred tax assets in respect of deductible temporary differences -84 0 -1,860 0

Set-off of assets and liabilities -2183 -2183 -1,995 -1,995

NET DEFERRED TAX ASSETS / LIABILITIES 0 6,026 0 5,390 At 30 June 2006 the Pinguin Group had non-recognised deferred tax assets on temporary deductible differences amounting to EUR 84,000 (30 June 2005: EUR 1,860,000). Despite the improved results budgeted for the coming financial years, it is considered insufficiently certain that sufficient deductible fiscal profit will be available to offset these non-recognised tax assets. The decrease (EUR 1,776,000) in these non-recognised deferred tax assets on deductible temporary differences compared with last year is due to a change in the statutory valuation rules at Pinguin Foods

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UK Ltd. It was decided to bring the useful life used in the company statutory figures in line with the IFRS valuation rules as at 1 July 2005. This reduced the deferred taxation effect to almost zero. Nor are deferred tax assets recognised on tax loss carryforwards. The following table sets out the deductible elements on which no deferred taxes were recognised, but against which future taxable profits can be offset. The figures given are gross amounts.

Unrecognised deferred tax assets(in 000 Euro) 30/06/2006 30/06/2005

Deductible temporary differences 243 6.013 Operational losses 35,298 27,463 Total 35,541 33,476There is no time limit on the above-mentioned unrecognised tax assets.

7.3.4.7. Trade and other Receivables

Trade and other receivables (in 000 Euro) 30/06/2006 30/06/2005

Trade receivables 24,795 23,897 Other receivables 2,419 2,204

Total 27,214 26,101 Other receivables at 30 June 2006 consist primarily of VAT reimbursements, totalling EUR 1,691,000 (30 June 2005: EUR 1,406,000), a current account with Pinguin Invest in an amount of EUR 509,000 (30 June 2005: EUR 380,000), interest receivable from Pinguin Invest of EUR 46,000 (30 June 2005: EUR 30,000) and investment grants receivable of EUR 180,000 (30 June 2005: EUR 110,000). A lien on the company’s business assets in an amount of EUR 26,030,000 exists in respect of trade receivables and the inventories (30 June 2005: EUR 18,753,000), along with a mandate in an amount of EUR 4,586,000 (30 June 2005: EUR 33,342,000).

7.3.4.8. Cash and Cash Equivalents

Cash and cash equivalents (in 000 Euro) 30/06/2006 30/06/2005

Short term financial assets 0 0 Cash 1,570 1,476 Other 0 0

Total 1,570 1,476 7.3.4.9. Deferred Charges and Accrued Revenues Deferred charges and accrued revenues (in 000 Euro) 30/06/2006 30/06/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 1,111 1,263 Increase / (decrease) -65 -152 New consolidations 0 0 Deconsolidations 0 0 Translation differences 0 0 BALANCE AT THE END OF THE PERIOD 1,046 1,111

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Deferred charges related in particular to insurance premiums, costs related to maintenance contracts, subscription and rental costs. 7.3.4.10. Subscribed Capital Financial year 2004 / 2005 On 8 October 2004 a capital increase in cash took place in the framework of a secondary public offering (SPO) in which capital was increased by EUR 14,999,992.50 through the creation of 1,764,705 new shares. The costs related to this transaction amounted at 30 June 2005 to EUR 657,000. In accordance with IAS 32 these have been deducted from capital. Financial year 2005 / 2006 On 25 November 2005 the extraordinary general meeting of Pinguin NV first decided by way of application of Article 614 of the Belgian Company Code to reduce the capital of the company by an amount of EUR 8,213,166.10 in respect of past losses. This was followed on the same date by a first private placement of 692,520 new Pinguin shares, issued after lifting the right of pre-emption by way of application of Articles 596 and 598 of the Belgian Company Code by decision of the extraordinary general meeting of Pinguin NV of 25 November 2005. All these new shares were subscribed by Stichting Administratiekantoor Pinguin. The Board of Directors may, during a five-year period from the publication of the deed of amendment to the Articles of Association of 14 November 2005, increase the subscribed capital in one or more instalments up to a maximum amount of EUR 20,000,000. On 10 May 2006 there followed a second private placement of 297,832 new Pinguin shares, issued after lifting of the right of pre-emption by way of application of Articles 596 and 598 of the Belgian Company Code by decision of the Board of Directors of Pinguin NV on 10 May 2006 within the framework of the authorized capital. These new shares were subscribed by Société Coopérative Agricole à Capital Variable Lur Berri, a French company 201,170 shares and by Société Par Actions Simplifiée Primco, a French company 96,662 shares. The costs relating to the capital increases (EUR 30,000) were deducted from capital as at 30 June 2006 in accordance with IAS 32.

Evolution of subscribed capital (Euro) 30/06/2006 30/06/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 36,460,784 22,117,469 Capital increase of 8 October 2004 0 14,999,992.50 Capital decrease of 25th November 2005 -8,213,166 0 Capital increase of 25th November 2005 4,999,994 0 Capital increase of 10 May 2006 2,531,572 0 Costs related to capital increases (IAS 32) -29,507 -656,678 BALANCE AT THE END OF THE PERIOD 35,749,677 36,460,784

Ordinary shares, issued and fully paid (number) 30/06/2006 30/06/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 4,003,365 2,238,660 Capital increase of 8 October 2004 0 1,764,705 Capital increase of 25th November 2005 692,520 0 Capital increase of 10 May 2006 297,832 0

BALANCE AT THE END OF THE PERIOD 4,993,717 4,003,365

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Authorised capital(Euro) 30/06/2006 30/06/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 20,000,000 20,000,000 Capital increase of 10 May 2006 -2,531,572 0 BALANCE AT THE END OF THE PERIOD 17,468,428 20,000,000 7.3.4.11. Own Shares The remaining 334 own shares of Pinguin NV held by M.A.C. SARL, the Group’s French sales office, were sold on Euronext on 28.03.2006 at a price of EUR 7.06 per share. These own shares were reported in MAC’s financial statements at a value of EUR 2,000. There are no more own shares held by Pinguin NV or its subsidiaries. As at 30 June 2004 and 30 June 2005 these shares were deducted from equity in an amount of EUR 3,000 in accordance with IFRS 1. We refer also to the consolidated statement of equity.

Evolution own shares (number) 30/06/2006 30/06/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 334 334 Purchased during the year 0 0 Sold during the year -334 0 BALANCE AT THE END OF THE PERIOD 0 334 7.3.4.12. Dividends No dividends were declared during the past two years. The directors propose that no dividend be paid in respect of the current year. 7.3.4.13. Stock Option and Warrant Plans Option plans There are currently no option plans outstanding for members of the management committee or senior management.

Warrant plans On 30 December 2002, 441,493 warrants were created in connection with the issue of a 6-year subordinated bond loan of EUR 5,475,054.27. Each warrant entitles its holder to subscribe to one new share. Warrants can be exercised twice a year, in whole or in part, the first time on any working day during the two weeks following the annual general meeting, and the second time on any working day during the two weeks following the announcement of the half-yearly results. Warrants may also be exercised upon any merger, split or public bid for the company, and on any working day during the two weeks prior to the fifth anniversary of the issue date. Warrants expire no later on the fifth anniversary of the issue date. The exercise price is EUR 12.39. Warrants can be separated from the bonds at any time and are freely negotiable. As a ‘first time adopter’ the Group applied the exemption provisions of IAS 32 – IAS 39, concluding that from 1 July 2005 the warrants represented a component of equity with an initial value of zero. For the treatment of the non-equity element we refer to note 7.3.4.17 - Interest-bearing liabilities. 28 October 2004 Pinguin Invest NV bought back 363,197 warrants from FPE (Fortis Private Equity Expansion NV) (formerly ISEP) in the context of an agreement for the prepayment of the subordinated bond loan. These warrants, along with those already in the possession of the Dejonghe family, were cancelled, leaving just 40,356 with an outside investor. No warrants have been exercised until now.

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Warrants Date offered Number Exercise price

(in Euro)Outstanding at the end of

the period

Issue 30/12/2002 441,893 12.39 441,893 BUY BACK – ANNULMENT 28/10/2004 401,357 12.39 40,356

Right now there are no new share option or warrant plans for employees, managers or members of the Management Committee. 7.3.4.14. Minority Interests

Minority interests (in 000 Euro) 30/06/2006 30/06/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 354 -171 Decrease/increase in ownership 0 0 Share of net profit of subsidiaries 653 525 Dividend pay-out 0 0 Capital increases 0 0 Translation differences 0 0

BALANCE AT THE END OF THE PERIOD 1,007 354 Like last year Pinguin has a 52% shareholding in Pinguin Aquitaine. This subsidiary reported a net profit of EUR 1,362,000 at 30 June 2006. 48% of this profit was therefore placed under minority interests. 7.3.4.15. Provisions

Provisions (in 000 Euro) Provisions for

pensions and similar rights

Provisions for other liabilities and charges Total

BALANCE AT THE BEGINNING OF THE PRECEDING PERIOD

23 303 326

Additional provisions 0 210 210 Reversal of unutilized provisions 0 0 0 Amounts utilized during the year -2 -73 -75 BALANCE AT THE END OF THE PRECEDING PERIOD 21 440 461 BALANCE AT THE END OF THE PRECEDING PERIOD 21 440 461 Additional provisions 0 24 24 Reversal of unutilized provisions 0 -2 -2 Amounts utilized during the year -4 -134 -138 BALANCE AT THE END OF THE PERIOD 17 328 345

Provisions at 30 June 2006 are down EUR 116,000 compared with 30 June 2005. The provision for “pensions and similar rights” relates to an agreed early retirement pension settlement in an amount of EUR 17,000 as at 30 June 2006 (30 June 2005: EUR 21,000). The other provisions are primarily for environmental damage, excess noise and soil decontamination totalling EUR 287,000 (30 June 2005: EUR 377,000) and a provision for redundancy benefits of EUR 41,000 (30 June 2005: EUR 63,000). The reversals are explained by the fact that in certain legal disputes it was decided not to appeal but to pay the disputed sums. For further information concerning pending disputes reference is made to note 7.3.6.

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7.3.4.16. Pension obligations Defined contribution plans The Pinguin Group’s pension plans provide for the payment of clearly determined amounts to pension institutions. These employer’s contributions are charged against income in the year to which they relate. Since 1 January 2004 Belgian legislation requires a minimum return to be guaranteed on contributions paid into a defined contribution plan. Given that this minimum return is guaranteed essentially by the insurance institution, the pension cost is the same as the employer contributions. Defined benefit plans There are no defined benefit plans within the Pinguin Group. 7.3.4.17. Interest Baring Liabilities This note provides information on the contractual conditions governing the Group’s interest-bearing liabilities. It covers the financial debts (both an overview of the long-term liabilities and those maturing within the year). 30 June 2006 (in 000 Euro)

Due within 1 year Due between 1 and 5 years Due after 5 years Total:

Interest-bearing liabilities > 1 year - Subordinated bond loan 2,296 2,296 - Finance leases 4,570 265 4,835 - Credit institutions 4,864 4,864 - Other 600 600 Interest-bearing liabilities < 1 year - Subordinated bond loan 2,190 2,190 - Finance leases 2,260 2,260 - Credit institutions 3,176 3,176 - Other 50 50 - Short term liabilities (credit institutions) 27,260 27,260

Total 34,936 12,330 265 47,531 30 June 2005 (in 000 Euro)

Due within 1 year Due between 1 and 5 years Due after 5 years Total:

Interest-bearing liabilities > 1 year - Subordinated bond loan 3,765 3,765 - Finance leases 6,173 345 6,518 - Credit institutions 6,052 6,052 - Other 1,719 1,719 Interest-bearing liabilities < 1 year - Subordinated bond loan 1,200 1,200 - Finance leases 2,296 2,296 - Credit institutions 3,398 3,398 - Other 124 124 - Short term liabilities (credit institutions) 26,393 26,393 Total 33,411 17,709 345 51,465

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Subordinated bond loan On 30 December 2002, 441,893 warrants were created in connection with the issuing of a subordinated bond loan in an amount of EUR 5,474,054.27. For a further discussion of the warrants we refer to note 7.3.4.13 - Option and Warrant Plans. The bond has a term of 6 years and carries a coupon of 11.13%. Interest is payable post numerando each quarter. After the first recognition in the financial statements, the bond loan is treated at amortized cost using the effective interest method. The effective interest rate at 30 June 2006 is 12.53%. The long-term loans all have a fixed interest rate. The average interest rate at 30 June 2006 for the outstanding long-term debts with financial institutions was 5.04%. The rise (30 June 2006 vs. 30 June 2005: EUR 990,000) in the short-term interest-bearing liabilities relating to the bond loan is due to the fact that the maturity date of the last capital instalment (EUR 600,000) coincides with the end of the financial year. The remaining EUR 330,000 is due to the accelerated repayment of the bond loan, with EUR 1,590,000 repaid during the year to 30 June 2006 compared with EUR 1,200,000 in the previous financial period to 30 June 2005. As already mentioned in note 7.4.3.13, the Group applies IAS 32 and IAS 39 only from 1 July 2005. The initial recognition at fair value took place via equity, for which we refer to the transitional arrangement in note 7.3.4.13.. Finance leases

(in 000 Euro) Minimum lease payments Present value minimum lease payments

30/06/2006 30/06/2005 30/06/2006 30/06/2005

Within 1 year 2,661 2,576 2,260 2,296 Between 1 and 5 years 4,902 6,658 4,570 6,173 After 5 years 335 501 265 345

Total: 7,898 9,735 7,095 8,814 The largest interest-bearing liabilities are the finance lease agreements for parts of the sweet-corn and carrot line in Aquitaine, and plant, machinery and equipment at Pinguin UK such as the potato line. The average repayment term at Pinguin UK is 2.06 years. The average effective interest rate at 30 June 2006 was 5.68 % (30 June 2005: 5.83 %). The average repayment term at Pinguin Aquitaine is 5.19 years. The average effective interest rate at 30 June 2006 was 4.86 % (30 June 2005: 6.10 %). The sale-and-leaseback agreement with Sud Quest Bail for the fixed assets estate (structural alterations and waste water processing) at Aquitaine was recognised, in accordance with IAS 17 “Recognition and Measurement”, on both the asset and liabilities side of the balance sheet. On 1 October 2005 the contract was extended to July 2012, with fixed 3-monthly instalments. The average effective interest rate at 30 June 2006 was 5.47 % (30 June 2005: 10,45 %).

Credit institutions The long-term interest-bearing bank debts were down by EUR 1,188,000 at 30 June 2006, in accordance with the capital repayment schedule. In the context of further debt reduction, no new long-term interest-bearing liabilities were entered into with credit institutions. All interest-bearing liabilities are concluded at market conditions. All long-term credits have fixed interest rates. The Group’s short-term interest-bearing liabilities were drawn down mainly in the form of fixed-term advances at fixed margins over floating Euribor rates. Availability under these credit lines is seasonally adjusted. At both 30 June 2006 and 30 June 2005, the short-term credit lines were fully drawn. All interest-bearing liabilities are expressed in EUR or GBP. Total interest-bearing liabilities in GBP amounted at 30 June 2006 to GBP 2,211,000 (30 June 2005: GBP 2,937,000).

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Other loans The other long-term loans consist of a loan of EUR 600,000 from the Agence d'eau as at 30 June 2006 (30 June 2005: EUR 714,000) to Pinguin Aquitaine. The other amount still on the books at 30 June 2005 consists of current account outstandings to Lur Berri and Primco.

7.3.4.18. Trade and Other Payables (short term) Trade and other payables (in 000 Euro) 30/06/2006 30/06/2005

Trade payables 26,705 27,637 Tax payable 714 808 Remuneration and social security payable 2,698 2,561 Other 274 1,735

Total 30,391 32,741

In total, short-term trade and other payables are down EUR 2,350,000. The short-term trade payables have fallen by EUR 902,000 compared with the situation at 30 June 2005. The considerable reduction in other payables is explained by the repayment of certain debts of Pinguin Aquitaine to shareholders Luc Berri and Primco following the capital increase of 10 May 2006 in an amount of EUR 2,532,000. 7.3.4.19. Risk Management Policy

The Group is exposed to currency, interest rate and credit risks in exercising its business activity. Derivatives are used to reduce the risk attached to exchange rate fluctuations. The derivatives used consist primarily of “over-the-counter” financial instruments, in particular option contracts and interest rate swaps concluded with first-class banks. It is Group policy not to undertake speculative transactions. Hedge accounting under the strict application conditions of the IFRS is not applied at this moment. Foreign exchange risk The foreign exchange risk relates to possible fluctuations in the value of financial instruments as a result of exchange rate fluctuations. The Group is exposed to foreign exchange risks from the fact that a considerable portion of its activities (buying and selling) are undertaken outside the Eurozone, mainly in pound sterling. The derivatives are intended to hedge the Group’s exposure to currency risks in GBP until the end of 2006. Right now the Group has a small number of option contracts in order to limit its exposure to the pound sterling, in an amount of GBP 600,000 at 30 June 2006. At 30 June 2005 it had option contracts of GBP 1,000,000 to cover the currency risk in pounds sterling and an amount of EUR 550,000 to cover the currency risk in Euros. All hedging instruments used during the financial year ending on 30 June 2006 mature within the year or expired during the financial year. In order to create a “zero cost” effect, the Group has subscribed a number of call options in an amount of GBP 1,200,000. At the first-time application of IAS 39, as at 1 July 2005, these option contracts were not classified as cash flow hedges. The financial derivatives were initially recognised at fair value, and with subsequent changes in fair value recognised in the income statement. The total fair value (marked to market value) amounted at 30 June 2006 to EUR 10,000 (1 July 2005: EUR –90,000). For a more detailed overview we refer to the fair value balance sheet. Interest rate risk The Group has used financial instruments to cover risks relating to unfavourable interest rate fluctuations. The Group wishes to keep its net interest cost as low as possible and does not want to be confronted with uncontrollable fluctuations in interest rates. The use of variable interest rate credits carries this risk of major changes in cash flow owing to rising interest rates. To achieve this a number of IRS (Interest Rate Swaps) and interest rate caps with Knock-Outs have been concluded with major Belgian banks. In order to limit the cost of these instruments, a number of Floor contracts with Knock-Ins have been concluded simultaneously.

179

The total fair value (marked to market value) amounted at 30 June 2006 to EUR 69,000 (1 July 2005: EUR – 194,000). In its first-time application of IAS 39 the Group classified its financial instruments used to cover the interest rate risk as economic hedges that do not fulfil the requirements for hedge accounting. They were therefore valued at fair value with changes in fair value, resulting from the effect of the interest rate difference, included in the income statement. In the area of interest rate risk Pinguin is covered as at 30 June 2006 via various instruments in a notional amount of EUR 18,500,000 (30 June 2005: EUR 26,500,000). Broken down by maturity this gives: - Maturing within one year: EUR 3,500,000;

- Maturing after 1 year but within 5 years: EUR 15,000,000.

The longest coverage term of these instruments runs to October 2008. In order to limit the cost of these instruments, a number of Floor contracts with Knock-Ins have been concluded simultaneously. These represented a nominal amount of EUR 16,500,000 at 30 June 2006. Fair value

Fair value by type of financial instrument Assets Liabilities Net Position

(in 000 Euro) 30/06/06 01/07/05 30/06/06 01/07/05 30/06/06 01/07/05

Financial instruments Option contracts 12 45 -2 -135 10 -90 IRS + interest-rate caps 69 7 0 -201 69 -194 Net assets/ liabilities 81 52 -2 -336 79 -284 This table has been prepared with comparative information as at 1 July 2005, as the Group has opted to apply the exemption role concerning IAS 32 and IAS 39. Credit risk The Group has a diversified customer portfolio. To protect itself against customer defaults and bankruptcies the Group uses the services of an international credit insurance company, and also applies internal customer credit limits. Management has developed a credit policy and credit risk exposure is continuously monitored. Any customer whose credit exceeds a specified amount is subjected to a credit check. At the balance sheet date there were no significant concentrations of credit risk. 7.3.4.20. Accrued Charges and Deferred Revenues Accrued charges and deferred revenues (in 000 Euro) 30/06/2006 30/06/2005

BALANCE AT THE END OF THE PRECEDING PERIOD 633 280 Increase / (decrease) -350 353 New consolidations 0 0 Transfers 0 0 Deconsolidations 0 0 Translation differences 0 0 BALANCE AT THE END OF THE PERIOD 283 633 The accrued charges and deferred income items consists essentially of accrued interests.

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7.3.5. Other elements

7.3.5.1. Subsidiaries The parent company of the Group is Pinguin NV, Westrozebeke, Belgium. As of 30 June 2006, there were 6 subsidiaries, included in the consolidated annual accounts using the integrated consolidation method. Name, full address of registered office and for companies governed by Belgian law, the VAT number or the national number

Proportion of capital held (in %)

Change of percentage of capital held (as compared to the previous period)

Voting rights (%)

Pinguin NV

Romenstraat 3

8840 Westrozebeke (Staden)

BE 402,777,157

100.00% 0.00% 100.00%

Pinguin Langemark NV

Poelkapellestraat 47 bus B

8920 Langemark

BE 427,768,317

99.99% 0.00% 99.99%

Pinguin Salads BVBA

Sneppestraat 11 Bus A

8860 Lendelede

BE 437,557,793

100.00% 0.00% 100.00%

M.A.C. SARL

Rue Jean Goujon 8

75008 Paris

France

99.80% 0.00% 99.80%

Pinguin Deutschland GMBH

Kirchweg 78

24558 Henstedt – Ulzburg

Germany

99.90% 0.00% 99.99%

Pinguin Aquitaine SAS

Avenue Bremontier

40160 Ychoux

France

52.00% 0.00% 52.00%

Pinguin Foods UK LTD

Scania Way

Kings Lynn

GB-PE30 4LR Norfolk

Vereningd Koninkrijk

100.00% 0.00% 100.00%

Change in the consolidation scope The following changes occurred in the consolidation scope during the financial year: Pinguin Convenience Foods NV and Pinguin Ieper NV were acquired by and merged into “Pinguin Langemark NV” at 30 December 2005, with retroactive effect to 1 July 2005.

181

Companies that are neither subsidiaries nor associated companies The companies below are not included in the consolidation scope, because the Group does not have the power to beneficially control its financial and operational policy, nor does it have significant direct or indirect influence on the company.

Data from the most recent period of which annual accounts are available (30-06-2005)

Name, full address of registered office and for enterprises governed by Belgian law, the VAT number or the national number

Share in the capital (in %)

Currency code Capital and reserves Net result

Tomate d’ Aquitaine

Souillès

47300 Bias

France

14.28 % EURO 849,954 -217,249

Data from the most recent period of which annual accounts are availableName, full address of registered

office and for enterprises governed by Belgian law, the VAT number or the national number

Share in the capital (in %)

Currency code Capital and reserves Net result

Pinguin China

Xinling Road 18

Waigaoqiao Tax Free Zone

Shanghai

China

75.00 % USD 135,000 Not available – first financial year not yet

closed

7.3.6. Pending disputes Pending disputes at 30 June 2006

BLEDINA DISPUTE The Group has a major pending dispute with its customer Blédina concerning the delivery of goods which purportedly failed to meet the customer’s product specifications. These specifications were neither confirmed nor approved by the Group. Following complaints, Blédina launched a recall programme at the end of 2003. The claimed damage was set by a team of experts at a total amount of EUR 683,000, including EUR 500,000 of mailing costs, EUR 4,000 for the removal of the products and EUR 200,000 for the destruction of Bledichef. The parties to the dispute are Blédina, Pinguin NV, its subsidiary Pinguin Aquitaine SAS and the farmer. The liability of the various parties has not yet been determined by the Court. In the event that Pinguin Aquitaine were to be judged fully liable, the maximum damage would amount to EUR 380,000. If it is decided that liability is shared by the parties involved, the maximum cost becomes EUR 40,000. As the Board of Directors considers it very likely that the damage will be divided between three parties, it believes that no provision needs to be set up. DISPUTE OVER NOISE NUISANCE Proceedings have been instigated against the Langemark plant by a neighbour for noise nuisance. In appeal the Group was condemned to pay damages. The Group has taken the matter to the Belgian Supreme Court, as management believes the complaint to be unjustified. The provision amounts as at 30 June 2006 to EUR 218,000 and covers the maximum risk, including delayed payment interest. DISPUTE WITH MAXWELL TECHNOLOGIES Various Group companies have been summonsed before the Kortrijk Commercial Tribunal at the request of the U.S. company Maxwell Chase Technologies LLC. This company is claiming damages of around 16 million dollars for the termination of a distribution agreement between Maxwell Chase Technologies and Techno-Food NV. Techno-Food is the former subsidiary of VDI (later renamed Pinguin Salads), which was sold by the Group in 2002. The facts mentioned above post-date the sale of Techno-Food by the Group. Based on the evidence available to it at the moment, management deems it very unlikely that the Group will be condemned to pay compensation to Maxwell Chase Technologies. No provision has been set up. No judgement is expected in 2006.

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7.3.7. Commitments Commitments concerning investments in tangible fixed assets As at 30 June 2006 the Group had commitments to acquire assets in an amount of EUR 1,000,000. These are the acquisition and implementation of an ERP SAP package (EUR 448,000) and the acquisition of new mixing installations (EUR 552,000). Bank guarantees There is one bank guarantee outstanding in an amount of EUR 163,000 until 2013 in favour of OVAM (Flemish Public Waste Company) to guarantee the decontamination of polluted soil. Euragra guarantee Pinguin has, together with the other shareholder SILL SA, guaranteed a credit line made available to its French subsidiary Euragra S.A. by the French bank NCME in an amount of EUR 480,000. The French subsidiary was liquidated in 2005. The liquidation balance should suffice to pay off the remaining debts. Bank covenants A number of credit agreements with the Group's major creditors contain various covenants covering solvency ratios (25% to 30%), the amount of capital (EUR 25 million), the portion of own funds in the payment of future investments, and the minimum account turnover. Procurement of fresh vegetables Pinguin has concluded sowing and purchase contracts with a number of farmers for the procurement of fresh vegetables harvested during the 2006-2007 financial year. Contracts totalling EUR 19,000,000 have been concluded for the procurement of fresh vegetables. This amount is subject to fluctuation as a function of climate conditions and market prices for fresh vegetables. Operating leases The Group has concluded rental and lease contracts, mainly for transport vehicles.

(in 000 Euro) Within 1 year Between 1 and 5 years After 5 years Total:

Rent and operating leases 1,095 1,259 0 2,354

The Group is working on the assumption that these contracts will be renewed or replaced at term.

Warrantage on inventories

As part of the extension of the credit facilities (in an amount of EUR 3,000,000), the company opted after 30 June 2006 to introduce warrantage on inventories. This warrantage is limited to a maximum threshold inventory of EUR 25,000,000 and serves as a guarantee for credit facilities.

Off-balance-sheet commitments

Off-balance-sheet commitments Guarantees (in 000 Euro) 30/06/2006 30/06/2005

Mandate on general assets 4,586 33,342 Registered lien on general assets 26,030 18,753 Mortgage mandate 487 3,099 Registered mortgage 11,419 9,916 Joint guarantee 7,488 7,465 Total 50,010 72,575

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7.3.8. Related parties Transactions between the company and its subsidiaries, which are related parties, have been eliminated in the consolidation and are therefore not included in this note. The Group has no participating interests in joint ventures, nor in associated enterprises which could therefore be classified as related parties. The Group does have a participating interest in Tomates d’Aquitaine and a few shares in Starbrand Spolka. These fall under the IAS 24 definition of related parties, but are not included in this note, as there have been no further transactions beyond the taking of the interest. On 10 April 2006 Demafin BVBA, with Mr Jan Dejonghe as its permanent representative, was replaced as Chief Financial Officer (CFO) by BVBA The New Mile with Mr Steven D’haene as its permanent representative. Mr Nigel Terry is now responsible exclusively for Sales and Marketing of the Pinguin Group’s British facility, Pinguin Foods UK, Ltd. As he resigned as a director of Pinguin NV only on 8 June 2006, he is included in the list of executive directors in the present 2005-2006 financial year. Directors’ remuneration 30 June 2006 (in 000 Euro)

Fixed remuneration Variable remuneration Total:

The Marble BVBA 54 0 54 Vijverbos NV 0 0 0 Kofa BVBA 0 0 0 Nigel Terry 0 0 0 Patrick Moermans 0 0 0 Fortis Private Equity NV 0 0 0 Jo Breesch 0 0 0 MOST BVBA 15 30 45 O. Gemin 0 0 0 Management Deprez BVBA 0 0 0 Total 69 30 99 There are no directors’ pension plans, nor were long-term remuneration, termination benefits or benefits in shares paid out to the directors during the financial year. CEO remuneration 30 June 2006 (in 000 Euro)

Fixed remuneration Variable remuneration Other contractual Total:

Vijverbos NV 186 0 39 225 Executive directors (excluding CEO)

(in 000 Euro) 30/06/2006 30/06/2005

Number of persons at year-end 1 3

- Basic remuneration 448 417

- Variable remuneration 0 0

- Remuneration as directors of subsidiaries 0 0

- Termination benefits 0 0

184

- Other benefits 78 71

Total: 526 488 Executive management – Group

(in 000 Euro) 30/06/2006 30/06/2005

Number of persons at year-end 2 1

- Basic remuneration 185 63

- Variable remuneration 50

- Remuneration as directors of subsidiaries

- Termination benefits

- Other Benefits 19 4

Total: 254 67 BVBA The New Mile has been part of the Group executive management since 10 April 2006. Peca Management has been part of the Group executive management since 01 January 2005. The other benefits consist mainly of reimbursement of expenses incurred by Group executives on behalf of Pinguin Group: business expenses, rental costs passed on to the Group and interest. As Group executives operate on a self-employed basis, their services are invoiced to Pinguin NV. The above-mentioned amounts are therefore ex-VAT. Pinguin Langemark NV and Pinguin Convenience NV sold investment goods to Pinguin Invest NV on 21 June 2005 and 30 June 2005. These assets were taken over at the acquisition value of the transferred assets. In all EUR 1,077,057.00 were invoiced. Given that Koen Dejonghe and Herwig Dejonghe, each as the permanent representative of one of the management companies of Pinguin NV, Kofa BVBA and Vijverbos NV respectively, were not only permanent representatives of one of the management companies of Pinguin NV, but also a director of Pinguin Invest NV and a director of Pinguin Langemark NV, this transaction is regarded as a related party transaction within the framework of Article 523 of the Belgian Belgian Company Code. The above transaction was ultimately reversed in that Pinguin Invest NV also sold back all investment goods as at 21 June 2005 and 30 June 2005 to Pinguin NV. These assets were taken over at same amount as the acquisition value of the transferred assets, being EUR 1,077,057.00. No capital gains or losses were recorded on these deals.

Related parties (in 000 Euro) 30/06/2006 30/06/2005

Transactions and outstanding balances with related parties

Pinguin Invest NV

- Purchase of goods 1,077

- Sales of goods 1,077

- Outstanding receivables 556 1,627

- Outstanding payables 221 1,267

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7.3.9. Events since the balance sheet date On 30 August 2006 the Board of Directors decided to carry out a capital increase in cash of EUR 12.5 million. This capital increase is planned to take place at the Extraordinary General Meeting of 26 October 2006. At the same time the Board of Directors approved on the same date the capital increase by Pinguin NV in Pinguin Foods UK. This will take the form of converting GBP 7,500,000 of trade debts into capital. On 22 September 2006 the Group announced that was going to centralize its Belgian packaging activities at Westrozebeke and that Group was planning a major logistics investment at its Westrozebeke site. This plan has not yet, however, been formally approved, and not yet sufficiently worked out for it to be possible to estimate the impact on the future activities and results of Pinguin Langemark NV. 7.3.10. Non-audit missions undertaken by the statutory auditor + related parties During the financial year from 1 July 2005 to 30 June 2006, assignments in an amount of EUR 415,000 were undertaken by the statutory auditor and persons working under cooperative arrangements with him. These assignments consisted essentially of further legal audit assignments (EUR 13,000), tax and legal advice (EUR 170,000) and other further insurance-related assignments (EUR 232,000). 7.3.11. Note on the transition to IFRS

Until 30 June 2005 the Pinguin Group prepared up its official financial reporting and consolidated annual financial statements in accordance with the prevailing Belgian legal and regulatory provisions concerning financial reporting. The consolidated financial statements presented in this Annual Report have been prepared in accordance with the International Financial Reporting Standards as accepted within the European Union. The valuation rules used differ from those previously applied under Belgian accounting law. Because the Group is reporting for the first time in accordance with IFRS, it has applied IFRS 1 “First-time Adoption of International Financial Reporting Standards”. IFRS 1 requires the company to apply retroactively each IFRS that was applicable at the reporting date of the company’s first IFRS consolidated financial statements to the IFRS opening balance and to all periods reported on in the first IFRS financial statements. A number of exemptions to this principle are provided for in IFRS 1. The Pinguin Group has made use of the following exemptions:

• Application of IAS 32 “Financial Instruments: Disclosure and Presentation” and IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 1 allows a first-time starter not to provide the comparative information in accordance with IAS 32 and IAS 39. Application of this exemption means that the comparative information for the 2004 financial year for financial instruments is still given according to Belgian accounting principles. Under Belgian legislation the used derivatives were not required to be recognised on the balance sheet.

• Fair value or revalued amount as the assumed cost. IFRS 1 allows tangible fixed assets to be

valued at transition date at fair value, with this fair value applied as the cost at that point in time. This exemption has been used for a limited number of tangible fixed asset categories (land and buildings).

• Business combinations. In accordance with IFRS 1, IFRS 3 “Business Combinations” has not

been applied retroactively to business combinations that took place prior to the IFRS transition date.

• Cumulative translation differences. In accordance with IFRS 1, all cumulative foreign currency

translation differences were deemed to be zero at the IFRS transition date.

• Assets classified as held for sale and discontinued operations. IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” has been applied only from 1 July 2005 onwards.

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Impact of the transition from GAAP to IFRS The impact on equity and on the Group’s share in net profit of the changes in the recognition and valuation rules of the Pinguin Group following the switch from the previously used Belgian accounting standards to IFRS is shown below.

In 000 Euro Notes 1/7/2004 30/6/2005

Total equity attributable to the shareholders of the parent according to Belgian GAAP for a period of 12 months 19,112 23,715

Restatements -3,044 -926 Reclass ‘Minority Interests’ (1) -171 354 Restatement tangible fixed assets (2) 10,059 12,009 Exceptional write-down related to Pinguin Foods UK Ltd (3) -2,500 -2,500 Exceptional write-down of goodwill (4) -248 -248

Not recording amortization on goodwill (5) - 248 Impact of IFRS-restatement on capital grants (6) -1,159 -961 Impact of IFRS-restatement on stock value (7) -2,908 -3,140

Not recording seasonal adjustments (8) -3,460 -3,465 Deferred taxes (9) -2,481 -2,560 Other adjustments (10) -176 -662

Total equity attributable to the equity holders according IFRSs 16,068 22,789

In 000 Euro Notes 30/6/2005

Profit / (loss) attributable to the shareholders of the parent according Belgian GAAP for a period of 12 months -9.902

Restatements 2.395 Reclass 'Minority Interests' (1) 525 Restatement tangible fixed assets (2) 1,945 Not recording amortization on goodwill (5) 248Impact of IFRS-restatement on capital grants (6) -189Impact of IFRS-restatement on stock value (7) -211

Not recording seasonal adjustments (8) -5 Deferred taxes (9) -76 Other adjustments (10) 158

Profit/ (loss) attributable to the equity holders of the parent according IFRSs -7.507

1. Minority interests In accordance with IFRS minority interests are recorded under equity. 2. Tangible fixed assets The direct impact on equity and net profit (loss) is the outcome of four elements:

• The application of the components approach • The revision of the estimated useful life of a number of tangible fixed assets based on

independent experts’ reports

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• The measurement at fair value at transition date of certain of the Group’s land and buildings. This relates to land and buildings of the Belgian (with the exception of Ieper) and French facilities. These fair values have been ascertained by independent consultants. This revaluation amounting to € 17.1 million at the transition date can be summarized as follows:

o Pinguin Westrozebeke: EUR 11.7 million o Pinguin Langemark: EUR 4.4 million o Pinguin Salads: KEUR - 170 o Pinguin Convenience : KEUR -16 o Pinguin Aquitaine : EUR 1.2 million

3. Impairment loss Pinguin Foods UK Ltd In accordance with IAS 36 “Impairment of Assets”, owing to a loss-making activity and falling market competitiveness a special impairment loss was recorded at the transition date on the plant and equipment of Pinguin Foods US Ltd in an amount of EUR 2.5 million. This impairment loss was recorded based on an estimate of the fair value less the costs of sale. 4. Impairment loss on the goodwill of Pinguin Salads In accordance with IAS 36 “Impairment of Assets”, an impairment loss was recorded at the transition date on the remaining goodwill in respect of Pinguin Salads. 5. Goodwill amortization Under IFRS, goodwill is no longer amortized but is tested annually for impairment. As a result of this, the amortization recorded under Belgian financial reporting standards has been reversed.

6. Capital grants In accordance with IFRS, capital grants have been deducted from the tangible fixed assets to which they refer, and not from equity as in Belgian financial reporting principles. The revision of the estimated useful life of certain tangible fixed assets under IFRS has also impacted the recognition in income of these capital grants.

7. Inventories The lower depreciation on certain tangible fixed assets as a result of the revision of the useful economic life on transition to IFRS (see item 2) has also affected the valuation of inventory under IFRS.

8. Seasonal adjustments Under Belgian GAAP, every June a considerable portion of costs (depreciation, employee benefits and general costs) were transferred to the second half of the calendar year. The vegetable season starts only at the end of May, with 75% of the busy harvest season in the second half of the calendar year. In accordance with IFRS principles, this ‘seasonal adjustment’ is not longer applied.

9. Deferred taxes The impact on deferred taxes is due essentially to the temporary differences resulting from the corrections mentioned above. 10. Other The other adjustments deriving from the restatements of the assets and liabilities of the Pinguin Group according to IFRS standards resulted in a negative impact of EUR 176,000. These adjustments relate among other things to car leases and revenue recognition.

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7.4. NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS 2005/2006 AND 2006/2007

7.4.1. Fully consolidated subsidiaries The parent company of the Group is Pinguin NV, Westrozebeke, Belgium. At 30 June 2007 there were 6 subsidiaries included in the consolidated financial statements by the full consolidation method. Name, full address of registered office and, for companies governed by Belgian law, the VAT number or the national number


Change of percentage of capital held (as compared to the previous period)

Voting rights (%)

Pinguin NV Romenstraat 3 8840 Westrozebeke (Staden) BE 402,777,157

100.00% 0.00 100.00%

Pinguin Langemark NV Poelkapellestraat 47 bus B 8920 Langemark BE 427,768,317

99.99% 0.00 99.99%

Pinguin Salads BVBA Sneppestraat 11 Bus A 8860 Lendelede BE 437.557.793

100.00% 0.00 100.00%

M.A.C. SARL Rue Jean Goujon 8 75008 Paris France

99.80% 0.00 99.80%

Pinguin Deutschland GMBH Oststrasse 122b 22844 Norderstedt Germany

99.90% 0.00 99.99%

Pinguin Aquitaine SAS Avenue Bremontier 40160 Ychoux France

52.00% 0.00 52.00%

Pinguin Foods UK LTD Scania Way Kings Lynn GB-PE30 4LR Norfolk United Kingdom

100.00% 0.00 100.00%

Change in the consolidation scope No changes occurred in the consolidation scope during the financial year. Companies that are neither subsidiaries nor associated companies The companies below are not included in the consolidation scope, because the Group does not have the power to beneficially control their financial and operational policy, nor does it have significant direct or indirect influence on them.

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Data from the most recent period for which annual

accounts are available (30-06-2006)

Name, full address of registered office and, for companies governed by Belgian law, the VAT number or the national number


Currency Capital Net resultTomates d’ Aquitaine 14.28% EURO -330.676 -1,380,630Souillès 47300 Bias

France

Data from the most recent period of which annual accounts are available



Currency Share capital Net resultPinguin China 0.00% USD 0Xinling Road 18 Waigaoqiao Tax Free Zone

Shanghai China The shares in Pinguin China were sold in the first half of the financial year to the Chinese partner and joint shareholder. The sale price was equal to the initial capital investment. In July 2007 a new representative office was opened in Hong Kong for the Asian market.


Data from the most recent period of which annual accounts are available


Currency Share capital Net result

Pinguin Hong Kong 100.00% HKD 1 Not available -

25/F One Capital Place first financial

year 18 Luard Road not yet closed Wanchai

Hong Kong 7.4.2. Segmented information 7.4.2.1. Primary reporting (geographic segment) For both production and internal reporting purposes the Group is organised into geographic regions: Belgium, France and the United Kingdom. The Pinguin group has its production facilities in the most fertile regions of these three countries. It has therefore opted for geographically segmented reporting. The geographic segments are based on the location of the assets and form the basis on which the “Pinguin Group” reports its primary segment information, viz.: • Belgium: consists of Pinguin Westrozebeke NV, Pinguin Langemark NV • France: consists of the production facility in Ychoux (Aquitaine), Pinguin Aquitaine

SAS • UK: consists of Pinguin Foods UK Ltd, in Kings Lynn (Norfolk) and Boston • Other: consists of the sales offices MAC Sarl and Pinguin Deutschland GmbH. Unlike in the last financial year, there are no discontinued operations. The result of a segment contains the income and costs generated directly by that segment, including the portion of the general income and costs that can reasonably be attributed to the segment. The assets and liabilities of a segment are those belonging directly to it. With the segment reporting structured according to the geographic location of the assets, it was easy to attribute the balance sheet

190

items to the respective segments. Assets and liabilities per segment are presented before elimination of inter-segment positions. Inter-segment transfer pricing is based on market conditions. Capital expenditure per segment consists of the cost of acquired assets with an expected useful life of more than one year. The same valuation rules are used in this segment reporting as in the consolidated financial statements. Income statement per segment

30/06/2007 (in thousands of €)

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INCOME Sales 112,629 47,212 11,934 611 -25,143 147,242 - Sales to external customers 101,294 45,661 156 132 147,242 - inter-segment sales 11,335 1,551 11,778 479 -25,143 0 Increase/decrease in inventories 856 4,323 0 0 5,179 Negative goodwill recognised in income statement 0 1,586 0 0 1,586 Other operating income (third parties) 4,414 86 164 18 4,683 Other inter-segment operating income 373 638 366 0 -1,377 0 Total operating income 118,272 53,845 12,464 629 -26,520 158,690

RESULTS Operating results (EBIT) 6,967 2,660 724 172 10,523 Net finance costs -1,513 -508 -256 -63 -2,340 Results before taxes 5,454 2,152 468 109 8,183 Income taxes -852 0 -401 -30 -1,283 Net results 4,602 2,152 67 79 6,900 - Share of the Group 4,602 2,152 35 79 6,868 - Mintority Interests 0 0 32 0 32 EBITDA* 11,236 1,306 1,158 178 13,878

ASSETS AND LIABILITIES Segment assets 121,319 30,261 10,593 361 -29,444 133,090 Total assets 121,319 30,261 10,593 361 -29,444 133,090 Segment liabilities 121,319 30,261 10,593 361 -29,444 133,090 Total liabilities 121,319 30,261 10,593 361 -29,444 133,090

OTHER INFORMATION Capital expenditure - Tangible fixed assets 7,977 4,019 1,374 1 13,371 - Intangible fixed assets 732 0 1 0 733 Depreciation 4,253 112 484 6 4,855 Write-downs in P&L-account 240 120 0 0 360Provisions -224 0 -50 0 -274 Number of employees (year end) 342 333 65 3 813

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* Calculation EBITDA 30/06/2007 (in thousands of €) Consolidated

EBIT 10,523 + Depreciation and reversal of impairment losses on assets 4,855 + Write-downs 360 + Provisions -274 - Negative goodwill recognised in income statement -1,586

EBITDA 13,878

Belgium (subconsolidated)


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INCOME Sales 106,679 1,402 56,310 13,722 820 150,460 - Sales to external customers 93,344 1,402 55,441 137 135 150,460 - inter-segment sales 13,335 869 13,585 685 -28,474 Increase/decrease in inventories -997 -14 208 -797 0 -1,600 Other operating income (third parties) 2,149 661 6 79 10 2,906 Other inter-segment operating income 258 922 412 0 -1,592 Total operating income 108,089 2,049 57,446 13,416 830 -30,066 151,766

RESULTS Operating results (EBIT) 82 -241 -903 1,796 -50 684 Net finance costs -1,565 -93 -880 -434 4 -2,968 Results before taxes -1,483 -334 -1,783 1,362 -46 -2,284 Income taxes -609 0 0 0 0 -609 Net results -2,092 -334 -1,783 1,362 -46 -2,893 - Share of the Group -2,092 -334 -1,783 709 -46 -3,546 - Minority interests 653 653 EBITDA 4,960 -208 -316 2,428 -11 6,853

ASSETS AND LIABILITIES Segment assets 111,037 705 18,121 13,912 463 -32,080 112,158 Total assets 111,037 705 18,121 13,912 463 -32,080 112,158 Segment liabilities 111,037 705 18,121 13,912 463 -32,080 112,158 Total liabilities 111,037 705 18,121 13,912 463 -32,080 112,158

OTHER INFORMATION Investment expenditure - Tangible fixed assets 5,774 24 1,022 990 14 7,824 - Intangible assets 51 4 0 0 0 55 Depreciation 3,946 35 587 645 10 5,223 Write-downs 1,039 -2 0 -3 28 1,062Provisions -107 0 0 -9 0 -116 Number of employees (year end) 413 0 158 41 5 617

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* Calculation EBITDA 30/06/2007 (in thousands of €) Consolidated

EBIT 925 + Depreciation and reversal of impairment losses on assets 5,188 + Write-downs 1,064 + Provisions -116

EBITDA (continuing operations) 7,061

EBITDA discontinued operations -208

EBITDA, discontinued operations included 6,853 The significant increase in the results in Belgium is explained by a number of operational improvements and by € 2,218K of non-recurrent income from the sale of our storage facility at Ieper, Higher production and sales volumes in Belgium provided a wider base for absorbing fixed costs, Together with higher sales prices (+ 2,13%) for deep-frozen vegetables, this produced a significant improvement in the operating results, The lower buy-in price of maize (at market conditions) following a change in the shareholder agreement (Pinguin Aquitaine) positively affected the operating results in Belgium, This change on the inter-company buying price for maize had, in turn, a negative impact on the results of Pinguin Aquitaine, This, together with lower sales by the French subsidiary, are the main reasons for the lower operating results at Pinguin Aquitaine, On 1 June 2007, Pinguin acquired the assets and activities of Padley Vegetables (in Boston) via Pinguin Foods UK, Initial restructuring was undertaken immediately, at a cost of EUR 0,2 million, In accordance with IFRS, the assets acquired in this way were valued at fair value, with negative goodwill of € 1,6 million being taken into income, Including this negative goodwill and the restructuring costs, the Boston site contributed € 1,2 million to the UK operating results, Results from the Kings Lynn site also improved significantly despite lower sales, which were more than offset by efficiency improvements, own-management of the cold storage facilities, higher sales prices and the almost total absence of non-recurring restructuring costs, Sales Pinguin sells its products in over 40 countries around the world, Even so the vast majority of sales are made in Belgium and neighbouring countries, The table below gives an overview of sales by customer location, Sales (in thousands of €) 30/06/2007 30/06/2006

Belgium 23,570 16.01% 19,591 13.14% UK 47,739 32.42% 57,756 38.75% France 27,204 18.48% 24,505 16.44% Germany 23,015 15.63% 21,459 14.40% Other EU countries 21,147 14.36% 21,492 14.42% Other 4,567 3.10% 4,255 2.85%

Total Sales 147,242 100% 149,058 100% Lower production and the curtailing of unprofitable customer relationships in England explain the lower sales in the UK, High sales volumes and higher sales prices explain the higher sales in Belgium, France and other EU countries,

193

7.4.2.2. Secondary reporting segment (by business segment) The Pinguin Group’s sales are centred on products that all belong to the deep-frozen vegetable segment. For this reason, business segment reporting is not applied. 7.4.3. Discontinued operations On 1 December 2005 we announced the closure of bvba Pinguin Salads, a producer of fresh-cut and chilled vegetables. This decision was taken in the light of the continuing losses of this 100% subsidiary. Despite heavy investment, the hoped-for sales growth had failed to materialise. The company employed 19 people and represented around 2.5% of “Pinguin Group” sales. This year the Group had no discontinued operations.. Discontinued operations 30/06/2007 30/06/2006

Pinguin Salads - (in thousands of €)

INCOME 0 2,049 Sales 0 1,402 - Sales to external customers 0 1,402 - inter-segment sales 0 0 Increase/decrease in inventory 0 -14 Other operating income (third parties) 0 661 Other inter-segment operating income 0 0

OPERATING CHARGES 0 -2,290 Purchases 0 -1,061 Services and other goods 0 -503 Personnel costs 0 -393 Depreciation 0 -35 Write-downs 0 2 Provisions Other operating charges 0 -300 Operating results (EBIT) 0 -241 Net finance costs 0 -93 Results before taxes 0 -334 Income taxes 0 0 Net results 0 -334 Cash flow statement Cash flow statement Pinguin Salads 30/06/2007 30/06/2006


CASH AND CASH EQUIVALENTS STARTING BALANCE 0 205

CASH FLOW FROM OPERATING ACTIVITIES 0 143 Net results - -334Adjustments for non-cash items - 98Increase/decrease in working capital - 379

CASH FLOW FROM INVESTING ACTIVITIES 0 635 Acquisitions (-) - -28Disposals - 663

194

CASH FLOW FROM FINANCING ACTIVITIES 0 -964 Reimbursement of long and short term funding (-) - -964Short and long term funding received ( + ) - -

NET INCREASE IN CASH AND CASH EQUIVALENTS 0 -186

CASH AND CASH EQUIVALENTS, ENDING BALANCE 0 19 7.4.4. Sales, negative goodwill recognised in the income statement and other operating income Group sales consist entirely of the sale of fresh-frozen vegetable products. Sales (in thousands of €) 30/06/2007 30/06/2006

Sales "Frozen" (continuing operations) 147,242 149,058 The lower sales figure reflects lower sales volumes in the UK and the ending of third party contract work in the UK. It was also decided, following the restructuring in the UK during the 2005/2006 financial year, to end commercial relationships with unprofitable customers. This fall was largely compensated by higher sale prices and increased sale volumes in Belgium. Negative goodwill recognised in income statement 30/06/2007 30/06/2006


Negative goodwill recognised in income statement 1,586 0 This item refers to the negative goodwill recognised in the income statement following the takeover of the operating activities of Padley Vegetables Ltd. Other operating income (in thousands of €)

30/06/2007 30/06/2006

Operating subsidies 24 67 Rentals 32 5 Insurance compensation received 61 243 Realised capital gain 2,128 0 Transport costs invoiced to customers 1,192 1,053 Other 1,246 742

Total 4,683 2,110 Other operating income rose by EUR 2,573K. Most of this rise reflects the capital gain on the sale of the buildings and the business branch in Ieper (EUR 2,218K). The remaining other operating income consists mainly of packaging materials costs passed on to customers.

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7.4.5. Operating Charges Operating charges (in thousands of €)

30/06/2007 30/06/2006

Raw materials, consumables and goods for resale 83,235 82,748 Purchase of fresh vegetables 30,733 27,887 Purchase of frozen vegetables 36,137 31,332 Purchase of packing materials 8,182 7,916 Storage and work by third parties 2,487 7,376 Transport costs related to purchasing activities 1,776 3,118 Purchase of ingredients 2,811 3,025 Purchase of seeds 1,181 1,286 Other -72 808

Services and other goods 38,441 35,591 Transport 9,345 9,004 Energy 9,112 7,608 Maintenance + IT 6,069 5,673 Rent (forklifts, hardware, buildings (UK)…) 2,498 2,037 Interims 4,622 2,951 Insurance 1,258 1,191 External advisory 880 1,898 Costs related to sales and administration 1,537 1,850 Cost effluent Pinguin UK 313 429 Other 2,807 2,950

Personnel costs 19,847 22,558 Depreciation and reversal of impairment losses on assets 4,855 5,188 Write-downs and provisions 86 948 Write-down of tangible fixed assets 0 0 Write-down of inventories 619 663 Write-down of trade receivables -259 401 Provisions -274 -116

Other operating charges 1,703 1,624

Total 148,167 148,657 A number of changes took place under “raw materials, consumables and goods for resale”. The rise in fresh vegetable purchases is explained by a significant increase in production volume. The increase in frozen vegetable purchases is partly explained by the takeover of the inventory of the former Padley Vegetables and partly by higher purchase prices. The cost item ‘storage and work by third parties’ fell sharply. In earlier years the cold storage facilities at the Kings Lynn site were managed by an outside firm, Celsius First Ltd,, on its own account. Since mid-June 2006 Pinguin has been managing its own storage activities in the UK. This has sharply reduced external storage costs. We are also stocking less with outside parties in France. In all, the costs of external storage and work by third parties fell by € 4,889K. With the reduction in external storage and the corresponding increase in internal storage, energy costs rose by 19,7%. The reduction in personnel costs (EUR 2,711K) is due primarily to last year’s successful restructuring in the UK. A large number of the British subsidiary’s employees were made redundant and replaced with temporary labour. The fall in personnel costs is, admittedly, partially offset by a EUR 1,671K increase in interim labour costs.

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The fall in external advisory services is explained by the fact that few capital operations and share transactions took place and a reduction in the use of external consulting and services (2005/2006: conversion to IFRS, new business plan, etc.). Other operating expenses relate primarily to property taxes and environmental levies. 7.4.6. Operating result (EBIT) The operating results from continuing operations improved from € 925K to € 10,523K. The increase is explained by a number of operational improvements and several non-recurrent income items. Please see the consolidated annual report of the Board of Directors in this annual brochure for a more detailed discussion of the operating results. Operating results, including the effect of discontinued operations

Operating results (in thousands of €) 30/06/2007 30/06/2006 %

Operating result (EBIT) 10,523 684 1.438%

7.4.7. Financial income and expenses The financial income and expenses of the Pinguin Group break down as follows:

30/06/2007 30/06/2006Financial income and expenses (in thousands of €)

FINANCIAL INCOME 725 880 Operating financial income - Interest income 141 85- Other operating financial income 51 76 Non-operating financial income - Valuation to fair value of the financial instruments 44 396- Conversion differences 468 323- Realised exchange results 21

FINANCIAL EXPENSES -3,065 -3,755 Operating financial expenses - Interest charges on interest-bearing liabilities -2,213 -2,253- Interest on leasing -337 -527- Other operating financial expenses -343 -270 Non-operating financial expenses - Realised exchange results 0 -315- Unrealised exchange results 0 -358- Losses/ gains on disposal of financial assets 0 0- Valuation to fair value of the financial instruments -36 -32- Write-downs of financial assets -136 0- Other

TOTAL FINANCIAL RESULT -2,340 -2,875

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The EUR 535K rise in financial results is the combined outcome of a EUR 155K fall in financial income and a EUR 690K fall in financial expenses. This latter reflects primarily the positive effects of exchange rate fluctuations, and in particular that of the GBP against the EUR, and falling interest charges with the further repayment of leasing debts. The write-downs of financial assets relate to Starbrand Polska and Tomates d’Aquitaine, Starbrand Polska was a marketing bureau in which Pinguin was one of the six partners. Pinguin ended its co-operation because of the limited results. The remaining shares in Tomates d’Aquitaine also were written off at an additional cost of EUR 125K. 7.4.8. Income taxes Tax expenses reported in the income statement (in thousands of €)

30/06/2007 30/06/2006

- Current taxes for the year -30 -20 - Adjustment to current taxes in respect to prior periods 0 0 - Deferred taxes for the year -1,253 -589 - Adjustment to deferred taxes in respect to prior periods 0 0 TOTAL TAX EXPENSE REPORTED IN THE INCOME STATEMENT -1,283 -609 The following tax rates were applied at both 30 June 2006 and 30 June 2007: • Belgian tax rate: 33.99% • French tax rate: 33.33% • United Kingdom tax rate: 30.00% • German tax rate: 39.58% Relationship between tax expense and accounting profit (in thousands of €)

30/06/2007 30/06/2006

Result before taxes 8,183 -1,950Theoretical tax rate 33.99% 33.99%Tax (expense)/income at the Belgian tax rate -2,781 663Effect of different tax rates in other countries 91 -66

Theoretical tax expense -2,690 597

Average theoretical tax rate 32.87% 30.62% Tax effect of: - Non-deductible items -124 -192 - Notional Deduction of risk capital 296 0 - Adjustments to current taxes relating to prior periods 0 0 - Adjustments to deferred taxes relating to prior periods 0 0 - Non-recognition of deferred tax assets on tax losses -104 -1.033 - Utilisation of deferred tax assets not previously Recognised 932 0 - Recognition of a deferred tax asset not previously recognised 350 - Other 57 19

Effective tax expense -1,283 -609

Effective tax rate 15.68% 31.23%

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7.4.9. Earnings per share Earnings per share is calculated by dividing the Group’s share in the net result by the weighted average number of shares outstanding during the year (total number of shares less own shares). Per 30 June 2007 Basic Diluted

Weighted average number of ordinary shares 6,136,805 6,136,805Dilution effect of warrants (note 7.3.4.13) 40,356Weighted average number of ordinary shares 6,177,161(diluted)

Basic Diluted

Net income attributable to ordinary shareholders 6,868 6,868(in thousands of €) Earnings per share (in €) 1.12 1.11 Per 30 June 2006 Basic Diluted

Weighted average number of ordinary shares 4,459,411 4,459,411Dilution effect of warrants (note 7.3.4.13) Weighted average number of ordinary shares (diluted) 4,459,411

Including discontinued operations Basic Diluted

Net income attributable to ordinary shareholders (in thousands of €) -3,546 -3,546Earnings per share (in €) -0.80 -0.80

Continuing operations only Basic Diluted

Net income attributable to ordinary shareholders (in thousands of €) -3,212 -3,212Earnings per share (in €) -0.72 -0.72 7.4.10. Intangible assets Software (in thousands of €)

30/06/2007 30/06/2006

AT COST

BALANCE AT THE END OF THE PRECEDING PERIOD 636 596Acquisitions 733 55Acquisitions through business combinations Sales and disposals -29Transfer from one heading to another 14Translation differences Other -4BALANCE AT THE END OF THE PERIOD 1,365 636

DEPRECIATIONS AND WRITE-DOWNS

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BALANCE AT THE END OF THE PRECEDING PERIOD 368 183Depreciation 175 208Impairment losses Write-downs Withdrawals after sales and disposals -26Transfer from one heading to another 3Translation differences Other BALANCE AT THE END OF THE PERIOD 543 368 NET CARRYING AMOUNT BEFORE INVESTMENT GRANTS 822 268 Net investment grants -1 -3

NET CARRYING AMOUNT AT THE END OF THE PERIOD 821 265 Software investments consist mainly of the acquisition and implementation of a new software package (SAP) which went into operation in the Belgian entities in June 2007. 7.4.11. Tangible fixed assets


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30,727 25,612 529 8,287 345 164 65,664 60,054

Acquisitions 428 3,820 198 715 5,126 10,287 7,824Acquisitions through business combinations 3,084 3,084 0Sales and disposals -2,327 -808 -149 -1,735 -8 -164 -5,191 -1,922Transfer from one heading to another 1,766 3,551 142 -5,459 0 -65Translation differences 59 48 107 -231Other -4 -4 4BALANCE AT THE END OF THE PERIOD 30,594 35,318 578 7,457 0 0 73,947 65,664

DEPRECIATIONS AND WRITE-DOWNS

BALANCE AT THE END OF THE PRECEDING PERIOD 2,834 5,139 148 2,292 0 0 10,414 5,462Depreciation and withdrawals on depreciation 1,463 3,171 76 548 5,258 5,216Reversal of impairment losses -887 -887 0Withdrawals after sales and disposals -486 -313 -25 -488 -1,312 -193Transfer from one heading to another 0 -3Translation differences 5 39 44 -64Other 0 -4BALANCE AT THE END OF THE PERIOD 3,811 8,002 199 1,504 0 0 13,517 10,414 NET CARRYING AMOUNT BEFORE INVESTMENT GRANTS AND RECLASS LEASING

26,783 27,316 379 5,953 0 0 60,431 55,251

200

Net investment grants -512 -1,044 -10 -187 -1,753 -2,079Reclass leasing 3,566 1,954 246 -5,766 0 0

NET CARRYING AMOUNT AT THE END OF THE PERIOD (30 June 2007)

29,837 28,226 615 0 0 0 58,678

NET CARRYING AMOUNT AT THE END OF THE PRECEDING PERIOD (30 June 2006)

31,141 20,916 606 0 345 164 53,172

The main investments in the year to 30 June 2007 were the building of a new mixing and packaging area (EUR 831K) and an automated cold storage warehouse (EUR 935K) at Pinguin NV. Pinguin NV also invested in the following machines: multi-line palletiser (EUR 1,069K), packaging lines (EUR 585K), a digital sorter (EUR 324K), an automatic mixing installation (EUR 50K) and a new high voltage cabinet (EUR 96K). Pinguin Langemark invested in a spinach reception line (EUR 142K), condensers (EUR 126K) and a packaging line (EUR 90K). Pinguin UK Foods invested in 15 domino printers (EUR 353K) and goods hoists (EUR 277K). The main investments at Pinguin Aquitaine were hoists and conveyor belts (EUR 281K). EUR 3,084K of machinery was acquired with the takeover of Padley Vegetables Ltd. The sharp increase in transfers and withdrawals (EUR 3,269K) in the year to 30 June 2007 compared with the year before relates mainly to the sale of the land, buildings and other tangible fixed assets of Pinguin Ieper to an external party. The other transfers and withdrawals consist mainly of the sale of Pinguin UK’s chip line. The land was worth EUR 6,228K at 30 June 2007 (30 June 2006: EUR 6,867K). In accordance with IAS 16, estimates of remaining value, useful life and depreciation methods are reviewed every year and any significant changes in estimates have to be mentioned. In the light of this requirement the Group tested the useful life of the tangible fixed assets for under and over-valuation. The review did not reveal any need to adapt useful lives for the present period, but these will be reviewed every year and kept up-to-date. At 30 June 2007 an impairment loss recognised earlier in relation to tangible fixed assets was reversed in an amount of EUR 887K. This reflects an improvement in the realisable value and the updating of the discount rate and growth percentages. When recognising the impairment loss, a discount rate of 7.60% and a growth rate of 3% had been applied. At the time of reversal, the discount rate was updated to 7.52%, while the growth percentage remained unchanged. The recoverable value is based on the value in use or the present value of the future cash flows expected to derive from an asset or a cash flow generating unit. The impairment loss had been recognised previously because the recoverable value of the cash generating unit Pinguin Foods UK had been lower than the carrying amount. The improvement in the estimated value of future cash flows from this cash generating unit reflects the strengthening of the market position in the UK and better budgeted results. At 30 June 2007 the Group’s fixed assets were encumbered as follows:

- Mortgages: EUR 8,692K (30 June 2006: EUR 11,419K). - Mortgage mandates: EUR 487K (30 June 2006: EUR 487K).

Note on Padley: On 1 June 2007 Pinguin reached an agreement with the Padley family to acquire the assets and activities of Padley Vegetables Ltd. These activities are being continued out of Pinguin Foods UK, Pinguin Foods UK has also taken over £ 1,002K (EUR 1,490K) of assets. £ 918K (EUR 1,360K) of this amount is repayable at a rate of £ 153K (EUR 228K) a year under a six-year interest-free vendor financing arrangement. The new activities have been consolidated from 1 June 2007, which is when Pinguin Foods UK took over management control. At the balance sheet date the acquired fixed assets were valued on the basis of an independent valuation.

201

The net fair value of the identifiable assets, liabilities and contingent liabilities acquired from Padley exceeded the cost price of the business combination by € 1,586K. This surplus (negative goodwill) was immediately recognised in the income statement as “recognition of negative goodwill” under other operating income. The existence of negative goodwill on this transaction relates mainly to the costs of an imminent personnel restructuring. No existing receivables and liabilities were taken over. Employees were taken over with retention of their social security charges. In this way no additional liabilities arise under IAS 19, 190 persons were taken over at acquisition date. The Group has also taken over Padley Vegetables’ existing customer contracts and relations. Under Group rules, no value was attributed to these, given the annual nature of the customer contracts and their volatility. Pinguin has not acquired any brands in this asset deal.For this reason no value was attributed to intellectual property. Certain brands may be used on a temporary basis, against payment of a royalty. No value has been attributed to these brands: Pinguin's focus for deep-frozen vegetables is primarily the private label market, and there is no certainty of commercial success. At the sale time, Padley concluded an agreement with Padley’s owners for processing and selling the remaining inventories. A monthly settlement will take place based on effective processing and the quantities used and sold. The results from the Padley activities taken over amounts (1 June 2007) to EUR 1,229K since the acquisition date. It should be pointed out that this positive result is obtained solely by the recognition of negative goodwill in the income statement. The initial results from Padley were also negatively impacted by a number of start-up expenses and the costs of an initial restructuring plan in June 2007. The cost of these together amounted to EUR 158K. An estimate of what the impact would have been had Padley's activities been included since the start of the financial year (1 July 2006) gives an operating income of £ 33,685K (EUR 49,868K) and a net loss of £ 786K (EUR 1,164K). The positive impact on the result of the recognition of negative goodwill of € 1,586K is not, however, sufficient to offset these losses. A part of the loss (EUR 1,835K) is explained by non-recurring costs incurred in the pre-acquisition period. These consist primarily of start-up losses associated with a new product line and the bankruptcy of a major customer, requiring open receivables to be written off. These pro forma figures are based on Padley’s reported figures at 30 April 2007. These cover a period of 9 months and are the figures used for the due diligence. The due diligence was also based on these figures. These figures have been converted to cover 11 months, to which have been added the figures for June 2007 under Pinguin NV management, so as to estimate the income statement effect for a full financial year. These pro forma figures reflect the depreciation and value of the machinery obtained after the fair value valuation and not the depreciation recorded during the pre-acquisition phase. The table below summarises the impact of the takeover on the Group's financial position.

Asset acquisition (in thousands of €)

Book value

Fair value

Non-current assets Property, plant and equipment 1,491 3,069 Current assets Inventories Deferred tax liabilities - Net assets and liabilities identified 3,069 Goodwill/(negative goodwill) -1,586

1,483

202

Remuneration in cash 226 Remuneration payable 1,257 Direct costs of acquisition 56

1,539 Cash acquired -

Net cash outflow -1,539 7.4.12. Inventories Inventories (in thousands of €)

30/06/2007 30/06/2006

Raw materials and consumables 3,456 2,929 Finished goods 30,002 25,233

Total 33,458 28,162 Inventories are subject to a ‘lower of cost or market’ (LOCOM) test, in which the average inventory price for each vegetable sub-group is compared with the average outstanding contract price for the same sub-group. The total gross amount of inventory eligible for LOCOM write-down amounted at 30 June 2007 to EUR 6,249K. At 30 June 2006 the total gross amount was EUR 9,676K. The LOCOM provision for these amounts was EUR 839K at 30 June 2007 and EUR 1,952K at 30 June 2006. The sharp fall relates primarily to maize. Starting in the 2006/2007 financial year, the buying price for maize has been being adjusted by an amendment to the shareholder agreement between Pinguin, Lur Berri and Primco. Write-downs are also recorded for obsolete, i.e. slow-moving, inventory, these amounted at the end of the year to EUR 590K (30 June 2006: EUR 670K). The write-down resulting from the LOCOM test is taken against income as a change in inventory. The write-down for slow-moving stock is recorded as a write-down in the income statement and is therefore included in the calculation of EBITDA. The increase in inventory value is explained mainly by the takeover of the inventory of Padley Vegetables (raw materials and consumables: € 658K, finished products: € 2,510K), the additional production in 2006/2007 and the higher buy-in prices for deep-frozen vegetables. At 30 June 2007 there are no longer any liens on vegetables. The warranting introduced last year as an additional guarantee for the extension of credit facilities was terminated at the end of December 2006, given the Group's much improved liquidity position, due in part to the capital increase in late October 2006. 7.4.13. Available-for-sale financial assets Available-for-sale financial assets (in thousands of €)

30/06/2007 30/06/2006

BALANCE AT THE END OF THE PRECEDING PERIOD 220 108 Acquisitions 0 112 Disposals and closures -84 0 (Write-downs)/ reversal write-downs -136 0 Transfers 0 0 Exchange gains/(losses) 0 0

BALANCE AT THE END OF THE PERIOD 0 220

203

In the past financial assets were accounted for using the BE GAAP method, with financial fixed assets valued at historical value, less any reductions in value. From 1 July 2005 these investments have been recorded as available-for-sale financial assets. As it was impossible to reliably determine the fair value of these assets, in the absence of recent cash flow tables and a view of future cash flows, the decision was made to apply the historical cost (less any reductions in value). The Group owns (via MAC sarl) EUR 380K of shares in Tomates d'Aquitaine SAS (14,28%). These were written down to zero in the 2006/2007 financial year. At 30 June 2006, Pinguin also had a EUR 11K (12,55%) participating interest in Starbrand Spolka, which was also written down to zero in the past financial year. Pinguin China was set up effective 30 June 2006 (75%) and the Group purchased shares for EUR 84K. These were sold at their net carrying amount during the past financial year. 7.4.14. Long term receivables (> 1 year) Receivables > 1 year (in thousands of €) 30/06/2007 30/06/2006

Receivables > 1 year 287 428 Amounts receivable after one year consist mainly of cash guarantees. The credit guarantee (‘gage espèce’) paid by Pinguin Aquitaine amounted to EUR 171K at 30 June 2007, down EUR 135K on the previous year (30 June 2006: EUR 306K). The remaining amount consists mainly of guarantees for car leases and pallets. 7.4.15. Deferred tax assets (liabilities): Deferred taxes (net carrying amount) 30/06/2007

30/06/2006

(in thousands of €) Deferred Deferred Deferred Deferred tax tax tax tax assets liabilities assets liabilities

BALANCE AT THE END OF THE PRECEDING PERIOD 0 6,026 0 5,390 Increase/(decrease) via income 789 2,048 -774 -183 Increase/(decrease) via equity 0 0 0 47 New consolidations 0 0 0 0 Deconsolidations 0 0 0 0 Translation differences 0 0 0 -2 Set-off of assets and liabilities -439 -439 774 774

BALANCE AT THE END OF THE PERIOD 350 7,635 0 6,026

30/06/2007

30/06/2006

Deferred taxes (allocation) (in thousands of €) Deferred Deferred Deferred Deferred tax tax tax tax

assets liabilities assets liabilities

Set up costs 0 0 41 0 Tangible fixed assets 486 7,762 1,844 8,153 Financial fixed assets 0 29 1 27 Bond loan 0 27 0 25 Inventories 171 0 382 0 Trade and other receivables 12 0 0 3

TOTAL DEFERRED TAXES RELATED 669 7,818 2,268 8,208

TO TEMPORARY DIFFERENCES

204

Unrecognised deferred tax assets in relation to -136 0 -84 0deductible temporary differences Set-off of assets and liabilities -183 -183 -2,183 -2,183

NET DEFERRED TAX ASSETS 350 7,635 0 6,026

/ LIABILITIES At 30 June 2007 the Pinguin Group opted not to recognise deferred tax assets in relation to deductible timing differences of € 136K at Pinguin Foods UK, given the current budget situation. A deferred tax asset of € 350K was, however, set up for Pinguin NV, where the improved profit outlook suggests that sufficient taxable profit will be available during the coming financial year for this recognised tax asset to be offset. The main explanations for the increase/decrease in the results are:

- Recording of a deferred tax liability of € 725K on the capital gain on the Ieper site, the tax charge on which is being staggered in the unconsolidated accounts;

- Recording of an additional € 350K deferred tax liability at Pinguin Aquitaine calculated on the depreciation differences relating to the fixed assets and related subsidies;

- With the lower inventory write-down, the Group's deferred tax asset fell by € 210K. No deferred tax assets are recognised on the tax loss carry forwards mentioned below. The following table sets out the deductible elements in respect of which no deferred taxes have been recognised, but against which future taxable profits can be offset. The figures are gross amounts. Unrecognised deferred tax assets (in thousands of €)

30/06/2007 30/06/2006

Deductible temporary differences 470 243 Operational losses 32,110 35,298

Total 32,580 35,541 There is no time limit on the above-mentioned unrecognised tax assets. 7.4.16. Trade and other receivables Trade and other receivables (in thousands of €)

30/06/2007 30/06/2006

Trade receivables 29,310 24,795Other receivables 2,162 2,419

Total 31,472 27,214 Other receivables at 30 June 2007 consisted primarily of VAT reimbursements still owing to various companies, totalling EUR 1,341K (30 June 2006: EUR 1,691K), a current account with Pinguin Invest in an amount of EUR 539K (30 June 2006: EUR 509K), and interest receivable from Pinguin Invest of EUR 26K (30 June 2006: EUR 46K). This year there are no more investment grants receivable (30 June 2006: EUR 180K). At 30 June 2007 there was a pledge on the company’s business assets in an amount of EUR 28,509K (30 June 2006: EUR 26,030K). The mandate on the company’s business assets was released during the 2006/2007 financial year (30 June 2006: EUR 4,586K). Management is of the opinion that the fair value of trade and other receivables does not differ significantly from the carrying value.

205

7.4.17. Cash and cash equivalents Cash and cash equivalents (in thousands of €)

30/06/2007 30/06/2006

Short term financial assets 0 0 Cash 6,963 1,570 Other 0 0

Total 6,963 1,570 7.4.18. Deferred charges and accrued income Deferred charges and accrued income (in thousands of €)

30/06/2007 30/06/2006

TOTAL 975 1,046 Deferred charges relate in particular to insurance premiums, maintenance contracts, rental costs, pre-payments of IT costs and cliché costs for packaging. 7.4.19. Subscribed capital Financial year 1 July 2006 – 30 June 2007 On 26 October 2006, the extraordinary general meeting of Pinguin NV decided to increase the share capital by € 12,499,994.24, after lifting the right of pre-emption by application of Articles 596 and 598 of the Company Code by a decision of the Board of Directors of Pinguin NV on 4 October 2006. This capital increase was subscribed by KBC Private Equity (134,589 shares) Lur Berri (201,884 shares) and the Stichting Administratiekantoor Pinguin (1,345,895 shares). The costs relating to the capital increase (€ 20K) were deducted from capital as at 30 June 2007 in accordance with IAS 32. Financial year 1 July 2005 – 30 June 2006 On 25 November 2005, the extraordinary general meeting of Pinguin NV first decided in application of Article 614 of the Company Code to reduce the share capital of the company by an amount of EUR 8,213,166.10 for past losses. This was followed on the same day by a first private placement of 692,520 new Pinguin shares, issued after lifting the right of pre-emption by application of Articles 596 and 598 of the Company Code by a decision of the extraordinary general meeting of Pinguin NV on 25 November 2005. All these shares were subscribed by Stichting Administratiekantoor Pinguin. The Board of Directors may, during a five-year period from the publication of the deed of amendment to the Articles of Association of 14 November 2005, increase the subscribed capital in one or more instalments up to a maximum amount of € 20,000,000. On 10 May 2006 there followed a second private placement of 297,832 new Pinguin shares, issued after lifting of the right of pre-emption by application of Articles 596 and 598 of the Company Code by decision of the Board of Directors of Pinguin NV on 10 May 2006 within the framework of the authorised capital. These new shares were subscribed by Société Coopérative Agricole à Capital Variable Lur Berri, a French company (201,170 shares) and by Société Par Actions Simplifiée Primco, a French company (96,662 shares). The costs relating to the capital increases (€ 30K) were deducted from capital as at 30 June 2006 in accordance with IAS 32.

206

Evolution of subscribed capital (in thousands of €) 30/06/2007 30/06/2006 BALANCE AT THE END OF THE PRECEDING PERIOD 35,750 36,461 Capital increase of 8 October 2004 0 Capital decrease of 25 November 2005 -8,213 Capital increase of 25 November 2005 5,000 Capital increase of 10 May 2006 2,532 Costs related to capital increases (IAS 32) -30 Capital increase of 26 October 2006 12,500 Costs related to capital increases (IAS 32) -21 BALANCE AT THE END OF THE PERIOD 48,229 35,750

Ordinary shares, issued and fully paid (number) 30/06/2007 30/06/2006 BALANCE AT THE END OF THE PRECEDING PERIOD 4,993,717 4,003,365

Capital increase of 8 October 2004 0

Capital increase of 25 November 2005 692,520

Capital increase of 10 May 2006 297,832

Capital increase of 26 October 2006 1,682,368 BALANCE AT THE END OF THE PERIOD 6,676,085 4,993,717

Authorised capital (in thousands of €) 30/06/2007 30/06/2006 BALANCE AT THE END OF THE PRECEDING PERIOD 17,468 20,000

Capital increase of 10 May 2006 -2,532

Capital increase of 26 October 2006 BALANCE AT THE END OF THE PERIOD 17,468 17,468 7.4.20. Own shares Financial year 1 July 2006 – 30 June 2007 The company did not trade any of its own shares in the financial year ending on 30 June 2007. It held none of its own shares at that date. Financial year 1 July 2005 – 30 June 2006 The remaining 334 treasury shares of Pinguin NV held by M.A.C. SARL, the Group’s French sales office, were sold on Euronext on 28/03/2006 at a price of EUR 7.06 per share. These treasury shares were reported in MAC’s financial statements at a value of € 2K. There were no more treasury shares held by Pinguin NV or its subsidiaries at the end of the 2005/2006 financial year. Changes in treasury shares (number) 30/06/2007 30/06/2006

BALANCE AT THE END OF THE PRECEDING PERIOD 0 334 Purchased during the year 0 0 Sold during the year 0 -334 BALANCE AT THE END OF THE PERIOD 0 0

207

7.4.21. Dividends No dividends were declared during the past two years. The directors propose that no dividends be declared in respect of the current year. 7.4.22. Stock option and warrant plans Option plans There are currently no option plans outstanding for members of the Management Committee or senior management. Warrant plans On 30 December 2002, 441,493 warrants were created in relation to the issue of a 6-year subordinated bond loan of € 5,475,054.27. Each warrant entitles its holder to subscribe to one new share. Warrants can be exercised twice a year, in whole or in part, the first time on any working day during the two weeks following the annual general meeting, and the second on any working day during the two weeks following the announcement of the half-yearly results. Warrants may also be exercised at the date of any merger, split or public bid on the company, and on any working day during the two weeks prior to the fifth anniversary of the issue date. Warrants expire no later than the fifth anniversary of the issue date. The exercise price is € 12.39. Warrants can be separated from the bonds at any time and are freely negotiable. As a ‘first time adopter’, the Group applied the exemption provisions of IAS 32 – IAS 39, concluding that from 1 July 2005 the warrants represented a component of equity with an initial value of zero. For the recording of the non-equity element please see note 7.4.26 - Interest-bearing liabilities. On 28 October 2004 Pinguin Invest NV bought back 363,197 warrants from FPE (Fortis Private Equity Expansion NV) (formerly ISEP) in the context of an agreement for the pre-payment of the subordinated bond loan. These warrants, along with those already in the possession of the Dejonghe family (38,340 warrants), were cancelled, leaving just 40,356 with an outside investor. No warrants have been exercised until now. Warrants Issue Offering Date Number Exercise price Outstanding at the (in €) end of the period

Issue 30/12/2002 441,893 12,39 441,893 Buy back – annulment 28/10/2004 401,357 12,39 40,356 Currently there are no new stock option or warrant plans for employees, managers or members of the Management Committee. 7.4.23. Minority interests Minority interests (in thousands of €)

30/06/2007 30/06/2006

BALANCE AT THE END OF THE PRECEDING PERIOD 1,007 354 Decrease / increase in ownership 0 0 Share of net profit of subsidiaries 32 653 Dividend pay-out 0 0 Capital increases 0 0 Translation differences 0 0

BALANCE AT THE END OF THE PERIOD 1,039 1,007 Like last year Pinguin has a 52% shareholding in Pinguin Aquitaine. This subsidiary reported a net profit of € 67K for the year ending on 30 June 2007. 48% of this result has therefore been recorded under minority interests.

208

7.4.24. Provisions

Provisions (in thousands of €) Provisions for pensions and similar rights

Provisions for other liabilities

and charges Total

BALANCE AT THE BEGINNING OF THE PRECEDING PERIOD 21 440 461 Additional provisions 0 24 24 Reversal of unutilised provisions 0 -2 -2 Amounts utilised during the year -4 -134 -138 Changes due to the passage of time and change in the discount rate applied 0 0 0

BALANCE AT THE END OF THE PRECEDING PERIOD 17 328 345

BALANCE AT THE END OF THE PRECEDING PERIOD 17 328 345 Additional provisions 0 0 0 Reversal of unutilised provisions 0 -12 -12 Amounts utilised during the year -5 -259 -264 Changes due to the passage of time and 0 change in the discount rate applied 0 0 0 BALANCE AT THE END OF THE PERIOD 12 57 69 Provisions at 30 June 2007 are down € 276K compared to 30 June 2006. The provision for “pensions and similar rights” relates to an agreed early retirement pension settlement amounting to € 12K at 30 June 2007 (30 June 2006: € 17K). The other provisions of € 57K (30 June 2006: € 287K) relate this year primarily to soil decontamination. 7.4.25. Pension obligations Defined contribution plans The Pinguin group’s pension plans provide for the payment of clearly determined amounts to pension institutions. These employer’s contributions are charged against income in the year to which they relate. Since 1 January 2004 Belgian legislation has required a minimum return to be guaranteed on contributions paid into a defined contribution plan. Given that this minimum return is guaranteed essentially by the insurance institution, the pension cost is the same as the employer contributions. Defined benefit plans There are no defined benefit plans within the Pinguin Group. 7.4.26. Interest-bearing liabilities This note provides information on the contractual conditions governing the Group’s interest-bearing liabilities. It covers the financial debts (both an overview of the long-term liabilities and those maturing with the period). 30 June 2007 (in thousands of €)

Due within 1 year

Due between 1 and 5 years

Due after 5 years Total

Interest-bearing liabilities > 1 year 8,304 131 8,435 - Subordinated bond loan 829 829 - Finance leases 3,159 64 3,223 - Credit institutions 3,014 67 3,081

209

- Other 1,302 1,302

Interest-bearing liabilities < 1 year 32,539 32,539 - Subordinated bond loan 1,590 1,590 - Finance leases 1,913 1,913 - Credit institutions 3,021 3,021 - Other 79 79 - Short term liabilities (credit institutions) 25,936 25,936

Total 32,539 8,304 131 40,974 The interest-bearing liabilities can be broken down as follows:

Interest-bearing liabilities (in thousands of €) Fixed Variable Total

TOTAL 15,366 25,608 40,974

Interest-bearing liabilities (in thousands of €) Secured Non-secured Total

TOTAL 38,252 2,722 40,974

30 June 2006 Due within 1

year Due between 1

and 5 years Due after 5

years Total


Interest-bearing liabilities > 1 year 12,330 265 12,595 - Subordinated bond loan 2,296 2,296 - Finance leases 4,570 265 4,835 - Credit institutions 4,864 4,864 - Other 600 600

Interest-bearing liabilities < 1 year 34,936 34,936 - Subordinated bond loan 2,190 2,190 - Finance leases 2,260 2,260 - Credit institutions 3,176 3,176 - Other 50 50 - Short term liabilities (credit institutions) 27,260 27,260

Total 34,936 12,330 265 47,531 Subordinated bond loan On 30 December 2002, 441,893 warrants were created in connection with the issue of a subordinated bond loan in an amount of EUR 5,474,054.27. 401,356 of these warrants were cancelled in October 2004. For a further discussion of the warrants, please see note 7.3.4.13 - Option and Warrant Plans. The bond has a term of 6 years and carries a coupon of 8%. Interest is payable annually in arrears. After the first recognition in the financial statements, the bond loan is recorded at amortised cost using the effective interest method. The effective interest rate at 30 June 2007 was 12.53%. The € 2,067K reduction in the subordinated bond loan can be explained entirely by the normal contractual repayments. No accelerated repayments have been made. The fall in short term liabilities to lending institutions is a reflects a temporary situation, as this item fluctuates as a function of inventory levels, receivables via a borrowing base and the company’s cash situation.

210

Finance leases Finance leases Minimum lease payments Present value minimum lease payments

(in thousands of €) 30/06/2007 30/06/2006 30/06/2007 30/06/2006 Within 1 year 2,117 2,661 1,913 2,260 Between 1 and 5 years 3,286 4,902 3,159 4,570 After 5 years 67 335 64 265

Total 5,470 7,898 5,136 7,095 The largest interest-bearing liabilities are the finance lease agreements for components of the sweet-corn and carrot line in Aquitaine and plant and equipment at Pinguin UK. In the past financial year a new finance lease agreement was concluded at Pinguin Aquitaine for plant and equipment in an amount of € 281K. At Pinguin foods UK a new financial lease was concluded for plant in an amount of £ 186K. The average repayment term at Pinguin UK (PUK) is 1.73 years. The average effective interest rate at 30 June 2007 was 5.28 % (30 June 2006: 5.68%) Total outstanding debts at PUK amounted at 30 June 2007 to € 1,552K (30 June 2006: € 3,200K). The average repayment term at Pinguin Aquitaine is 4.23 years. The average effective interest rate at 30 June 2007 was 4.84 % (30 June 2006: 4.86 %). Total outstanding debts at Pinguin Aquitaine amounted at 30 June 2007 to € 3,321K (30 June 2006: € 3,650K). Lending institutions The long-term interest-bearing bank debts were down by € 1,783K at 30 June 2007, in accordance with the capital repayment schedule. At 30 June 2007 new revolving credits were drawn in an amount of € 2,200K. All interest-bearing liabilities are concluded at market conditions. The average interest rate at 30 June 2007 for the outstanding loans from financial institutions was 5.19% (30 June 2006: 5.04%). The Group’s short-term interest-bearing liabilities were drawn down mainly in the form of fixed-term advances at fixed margins over floating Euribor rates. Availability under these credit lines is seasonally adjusted. At both 30 June 2007 and 30 June 2006, the short-term credit lines were fully drawn down. All interest-bearing liabilities are expressed in Euros or pounds sterling. Total interest-bearing liabilities in pounds sterling amounted at 30 June 2007 to £ 4,415K (30 June 2006: £ 2,211K). Please see note 7.4..30 for further information on banking covenants and rights and commitments not included in the balance sheet. Other loans The other long-term loans consist of a loan from the Agence d'eau, standing at € 387K as at 30 June 2007 (30 June 2006: € 600K) to Pinguin Aquitaine. The remaining amount is the outstanding debt on the asset deal with Padley Vegetables Ltd. 7.4.27. Trade and other payables (short-term) Trade and other payables 30/06/2007 30/06/2006


Trade payables 33,879 26,705 Tax payable 681 714 Remuneration and social security payable 2,806 2,698 Other amounts payable 354 274

Total 37,720 30,391

211

In total, short-term trade and other payables are up € 7,329K. This significant increase is almost entirely attributable to the rise in trade payables (€ 7,174K), in turn ascribable mainly to the inventory taken over from the former Padley Vegetables under the asset deal. At 30 June 2007 the trade debts to the former owners amounted to € 5,115K. 7.4.28. Accrued charges and deferred income Accrued charges and deferred income (in thousands of €)

30/06/2007 30/06/2006

TOTAL 89 283 The accrued charges and deferred income item consists essentially of accrued interest and charges.

7.4.29. Pending Obligations Pending lawsuits at 30 June 2007 BLEDINA DISPUTE The Group has a major pending dispute with its customer Blédina concerning the delivery of goods which purportedly failed to meet the customer’s product specifications. These specifications were neither confirmed nor approved by the Group. Following complaints, Blédina launched a recall programme at the end of 2003. The claimed damage was set by a team of experts at a total amount of € 683K, including € 500K of mailing costs, € 4K for the removal of the products and € 200K for the destruction of Bledichef. The parties to the dispute are Blédina, Pinguin NV, its subsidiary Pinguin Aquitaine SARL and the farmer. The liability of the various parties has not yet been finally determined in court. In the event that Pinguin Aquitaine were to be found fully liable, the maximum damages would amount to € 380K. If it is decided that liability is shared by the parties involved, the maximum cost becomes € 40K. After a judgement in the district court in 2007, in which all four parties were found liable, the parties decided to appeal. No judgement is expected in 2007. Given that the Board of Directors considers it very likely that the damages will be divided between four parties, it believes that no provision needs to be set up. DISPUTE OVER NOISE NUISANCE Proceedings were instigated against the Langemark plant by a neighbour for noise nuisance. In appeal the Group was sentenced to pay damages. Believing the complaint to be unjustified, the Group took the matter to the Belgian Supreme Court. The provision amounted at 30 June 2006 to € 218K and covered the maximum risk, including delayed payment interest. Final judgement was handed down by the Supreme Court in 2007. Pinguin was held responsible. Compensation of € 229k was paid in 2007. With this the dispute was definitively terminated. DISPUTE OVER THE TERMINATION OF EXCLUSIVE DISTRIBUTION CONTRACT Court proceedings are under way with the party that acquired a previous subsidiary in connection with the termination of an exclusive distribution agreement for fruit and vegetable cutting machinery. Management found this claim unjust, and the matter is currently pending in district court. The compensation demanded was € 45K. The two parties reached an out-of-court settlement in 2007. The total cost of € 20K was booked and paid in the current financial year. With this the dispute was definitively terminated. LAWSUIT WITH MAXWELL TECHNOLOGIES Various Group companies have been summonsed by the Kortrijk Business Court at the request of the U.S. company Maxwell Chase Technologies LLC. This company is claiming damages of around USD16 million for the termination of a distribution agreement between Maxwell Chase Technologies and Techno-food NV. Techno-Food is the former subsidiary of VDI (later renamed Pinguin Salads), which was sold by the Group in 2002. The facts mentioned above post-date the sale of Techno-Food by the Group. Based on the evidence available to it at the moment, management deems it very unlikely that the Group will be condemned to pay compensation to Maxwell Chase Technologies. No provision has been set up. No judgement is expected in 2007.

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7.4.30. Commitments Commitments concerning investments in tangible fixed assets As at 30 June 2007 the Group had commitments to acquire assets in an amount of € 9,472K. These relate to the building and equipping of a new packaging hall, the acquisition of optical sorters and the building of a fully automated buffer warehouse in Westrozebeke, and the extension of the convenience foods department in Langemark. Bank guarantees There is a bank guarantee outstanding in an amount of € 163K until 2013 in favour of OVAM (Flemish Public Waste Company) to guarantee the decontamination of polluted soil, and a bank guarantee of € 149K in favour of the Roeselare Customs and Excise office. Euragra guarantee Pinguin has, together with the other shareholder SILL SA, guaranteed a credit line made available to its French subsidiary Euragra S.A. by the French bank NCME in an amount of € 480K. The French subsidiary was liquidated in 2005. The liquidation balance should suffice to pay off the remaining debts. Bank covenants A number of credit agreements with the group's major creditors contain various covenants covering solvency ratios (25% to 30%), minimum EBITDA (€ 10.5 million), the amount of consolidated equity (€ 40 million), the portion of own funds in the payment of future investments and minimum account turnover. As at 30 June 2007 Pinguin met all the different covenants of its various credit providers. Procurement of fresh vegetables Pinguin has concluded sowing and purchase contracts with a number of farmers for the procurement of fresh vegetables harvested during the 2007/2008 financial year. At 30 June 2007 contracts totalling € 21,152K had been concluded for the procurement of fresh vegetables (30 June 2006: € 19 million). This amount is subject to fluctuation as a function of climate conditions and market prices for fresh vegetables. Operating leases The Group has concluded rental and lease contracts, mainly for buildings and transport vehicles. 30/06/2007 Due within 1 year Between Due after 5 years Total(in thousands of €) 1 and 5 years

Rent and operating leases 1,490 2,824 0 4,314 30/06/2006 Due within 1 year Between Due after 5 years Total(in thousands of €) 1 and 5 years

Rent and operating leases 1,095 1,259 0 2,354 The Group is working on the assumption that these contracts will be renewed or replaced at term. Option The Group has an option to acquire the land and buildings of the former Padley Vegetables (now integrated into Pinguin Foods UK) for £ 6 million. Off-balance-sheet commitments Off-balance-sheet commitments Guarantees (in thousands of €)

30/06/2007 30/06/2006

Mandate on general assets 0 4,586

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Registered lien on general assets 28,509 26,030 Mortgage mandate 487 487 Registered mortgage 8,692 11,419 Joint guarantee 14,188 7,488

Total 51,876 50,010 7.4.31. Related parties Transactions between the company and its subsidiaries, which are related parties, have been eliminated in the consolidation and are therefore not included in this note. The Group has no participating interests in joint ventures, nor in associated enterprises which could therefore be classified as related parties. The Group does have a participating interest in Tomates d’Aquitaine and a few shares in Starbrand Spolka. These fall under the IAS 24 definition of related parties, but are not included in this note, as there have been no further transactions beyond the acquisition of the interest. On 10 April 2006 Demafin BVBA, with Mr. Jan Dejonghe as its permanent representative was replaced as Chief Financial Officer (CFO) by BVBA The New Mile with Mr. Steven D’haene as its permanent representative. Directors’ remuneration Directors’ remuneration Fixed Variable Total 30/06/2007 remuneration remuneration (in thousands of €)

The Marble BVBA 50 0 50 Vijverbos NV 0 0 0 Kofa BVBA 0 0 0 Nigel Terry 0 0 0 Patrick Moermans 0 13 13 Fortis private Equity NV 0 14 14 Jo Breesch 0 0 0 MOST BVBA 15 9 24 O. Gemin 0 0 0 Management Deprez BVBA 0 10 10 0

Total 65 46 111 There are no directors’ pension plans, nor were long-term remuneration, termination benefits or benefits in shares paid out to the directors during the financial year. CEO remuneration CEO remuneration 30/06/2007 Fixed Variable Other Total

(in thousands of €) remuneration remuneration contractual

NV Vijverbos 175 83 30 288

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Executive directors (excluding CEO) Executive directors (excluding CEO) (in thousands of €)

30/06/2007 30/06/2006

Number of persons at year-end 1 1 - Basic remuneration 129 448 - Variable remuneration 49 0 - Remunerations director of subsidiaries 0 0- Unpaid debt 0 0 - Termination benefits 0 0 - Other benefits 14 78

Total 192 526 Executive management – Group Executive management – Group (in thousands of €)

30/06/2007 30/06/2006

Number of persons at year-end 2 2 - Basic remuneration 290 185 - Variable remuneration 110 50 - Remunerationas director of subsidiaries 0 0- Unpaid debt 0 0 - Termination benefits 0 0 - Other benefits 41 19

Total 441 254 BVBA Demafin was an executive director until 31 May 2006. Nigel Terry was an executive director until 8 June 2006. BVBA The New Mile has been part of the group executive management since 10 April 2006. Peca Management has been part of the group executive management since 1 January 2005. The other benefits consist mainly of reimbursement of expenses incurred by Group directors on behalf of Pinguin group: business expenses, rental costs passed on to the Group and interest. As Group executives operate on a self-employed basis, their services are invoiced to Pinguin NV. The above-mentioned amounts are therefore ex-VAT. Pinguin Invest NV Pinguin Invest NV is a family company that has been left outside the consolidation scope as it has no operating connection with Pinguin NV. The shareholders in Pinguin Invest NV are the cousins Herwig Dejonghe and Koen Dejonghe. Each owns 50% of the shares. There are no other shareholders. As a shareholder in Pinguin NV, Pinguin Invest is a party, along with the STAK (Stichting Administratiekantoor), to the shareholder agreements with Sill, Volystar and Lur Berri. It is also an involved party in the framework agreement between KBC Private Equity and STAK. Interest is paid/charged at market rates on the current account that Pinguin Invest NV holds with Pinguin NV.

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Related parties (in thousands of €) 30/06/2007 30/06/2006

Transactions and outstanding balances with related parties Pinguin Invest NV - Purchase of goods - Sales of goods - Outstanding receivables 566 556 - Outstanding payables 236 221 7.4.32. Event after the balance sheet date Lutosa On 26 June 2007 Pinguin NV reached an agreement with the Van den Broeke family to purchase all the shares of the Lutosa Group. This acquisition represents a major step forward for Pinguin, extending its product range with deep-frozen potato products. Lutosa’s strengths in agro, production, technology, R&D and its extensive commercial network will strengthen Pinguin’s own organisation. The takeover closing is expected within 3 months. Pinguin NV is paying € 175 million for the shares of the Lutosa Group. The Lutosa Group’s net book value under IFRS amounted to € 67 million at 30 June 2007. The net result under IFRS for the 2006 calendar year was € 4.7 million and € 12.2 million for the first six months of 2007. These figures are as yet unaudited, and do not include the effects of the restatement of tangible fixed assets at fair value. The IFRS figures given differ from Lutosa's published accounts with the restatement of tangible fixed assets and inventories to IFRS. Salvesen On 17 August 2007 Pinguin reached agreement with Salvesen Logistics Ltd to acquire Christian Salvesen's Food division for a total of € 26.7 million. This division processes packages and stores deep-frozen vegetables at facilities at Bourne, North Thoresby and Easton in Lincolnshire. In the year ended on 31 March 2007, this department reported € 66.03 ( 44.6 million) of revenue (UK GAAP) and an operating result of € 1.04 million ( 0.7 million). These figures are not yet audited or adjusted to IFRS valuation rules. Management expects to be able to make substantial savings both in the production and transport and logistics departments. The combination provides critical mass for ensuring a constant, high quality supply of peas and improved capacity usage by no longer focusing solely on peas. The closing of the takeover has been realised, after consultation with personnel, on September 10, 2007. 7.4.33. Non-audit tasks undertaken by the statutory auditor + related parties During the financial year from 1 July 2006 to 30 June 2007, assignments in an amount of € 145K were undertaken by the statutory auditor and persons working under co-operative arrangements with him. These assignments consisted essentially of further legal control of assignments (€ 5K), tax and legal advice (€ 59K) and other further insurance-related assignments (€ 81K).

The Group audit fees for the financial year ending at 30 June 2007 amounted to € 109K.

Additional tasks regarding tax and legal advisory have been submitted for approval to the audit committee. The audit committee of Pinguin has decided positively to this extension.

7.4.34. Risk Management Policy Financial risk factors The Group is exposed to currency, interest rate and credit risks in exercising its business activity. Derivatives are used to reduce the risk attached to exchange rate fluctuations. The derivatives used consist primarily of “over-the-counter” financial instruments, in particular option contracts and interest rate swaps concluded with first-class banks. Not being listed on an active market, these derivatives are valued on the basis of a valuation model. It is Group policy not to undertake speculative transactions. Hedge accounting under the strict application conditions of the IFRS is not applied at this moment.

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Foreign exchange risk The foreign exchange risk relates to possible variations in the value of financial instruments as a result of exchange rate fluctuations. The Group is exposed to exchange risks due to the fact that a considerable portion of its activities (buying and selling) is undertaken outside the Eurozone, mainly in pounds sterling. The derivatives are intended to hedge the Group’s exposure to currency risks in GBP. The Group works with futures contracts, and aims to hedge 75% of its monthly GBP income. All hedging instruments used during the financial year ending on 30 June 2007 matured within the financial year. At 30 June 2007 the Group had no open contracts. At 30 June 2006 the group had a number of option contracts outstanding to limit its exposure to the pound sterling. These contracts, in an amount of £ 600K, were not classified as cash flow hedges. The financial derivatives were initially recognised at fair value, with subsequent changes in fair value recognised in the income statement. The total fair value (marked to market value) amounted at 30 June 2006 to € 10K. Interest rate risk The group has used financial instruments to cover risks relating to unfavourable interest rate fluctuations. The Group wishes to keep its net interest cost as low as possible and does not want to be confronted with uncontrollable fluctuations in interest rates. The use of variable interest rate credits carries with it the risk of is major changes in cash flows. To achieve this, a number of IRS (Interest Rate Swaps) and interest rate caps with Knock-Outs have been concluded with major Belgian banks. To limit the cost of these instruments, a number of Floor contracts with Knock-Ins have been concluded simultaneously. The total fair value (marked to market value) amounted at 30 June 2007 to € 86K (30 June 2006: € 69K). In its first-time application of IAS 39 the Group classified the financial instruments used to cover its interest rate risk as economic hedges that do not fulfil the requirements for hedge accounting. These instruments were therefore valued at fair value with changes in fair value, resulting from the effect of the interest rate difference, recognised in the income statement. In the area of interest rate risk, Pinguin is covered as at 30 June 2007 via various instruments in a notional amount of € 15 million (30 June 2006: € 18.5 million). By maturity this gives: - Maturing within one year: € 12 million; - Maturing after 1 year but within 5 years: € 3 million.

The longest coverage term of these instruments runs to October 2008. To limit the cost of these instruments, a number of Floor contracts with Knock-Ins have been concluded simultaneously. These represented a nominal amount of € 13.5 million at 30 June 2007 (June 30 2006: € 15.5 million). The expiry date of the current loan contracts matches the date of the next interest-rate revision. All long-term loans carry fixed interest rates. Short-term loans have floating interest rates. Fair value

Fair value by type of Assets Liabilities Net Position Per type of financial instrument

(in thousands of €) 30/06/2007 30/06/2006 30/06/2007 30/06/2006 30/06/2007 30/06/2006

Financial instruments Option contracts 0 12 0 -2 0 10 IRS + interest-rate caps 86 69 0 0 86 69

Net assets/ liabilities 86 81 0 -2 86 79

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Credit risk The Group has a diversified customer portfolio. To protect itself against customer defaults and bankruptcies, the Group uses the services of an international credit insurance company, and also applies internal customer credit limits. Management has developed a credit policy, and credit risk exposure is continuously monitored. Any customer whose credit exceeds a specified amount is subjected to a credit check. At the balance sheet date there were no significant concentrations of credit risk.

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7.5. STATUTORY AUDITOR’S REPORT

7.5.1. Statutory auditor’s report on the consolidated statements for the year ending 30 June 2007

PINGUIN NV STATUTORY AUDITOR’S REPORT TO THE SHAREHOLDERS’ MEETING ON THE

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 To the shareholders As required by law and the company’s articles of association, we are pleased to report to you on the audit assignment which you have entrusted to us. This report includes our opinion on the consolidated financial statements together with the required additional comment. Unqualified audit opinion on the consolidated financial statements We have audited the accompanying consolidated financial statements of PINGUIN NV (“the company”) and its subsidiaries (jointly “the group”), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. Those consolidated financial statements comprise the consolidated balance sheet as at 30 June 2007, the consolidated income statement, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated balance sheet shows total assets of 133.090 (000) EUR and a consolidated profit (group share) for the year then ended of 6.868 (000) EUR. The board of directors of the company is responsible for the preparation of the consolidated financial statements. This responsibility includes among other things: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the group’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. We have assessed the basis of the accounting policies used, the reasonableness of accounting estimates made by the company and the presentation of the consolidated financial statements, taken as a whole. Finally, the board of directors and responsible officers of the company have replied to all our requests for explanations and information. We believe that the audit evidence we have obtained, provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements give a true and fair view of the group’s financial position as of 30 June 2007, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU and with the legal and regulatory requirements applicable in Belgium. Additional comment The preparation and the assessment of the information that should be included in the directors’ report on the consolidated financial statements are the responsibility of the board of directors. Our responsibility is to include in our report the following additional comment which does not change the scope of our audit opinion on the consolidated financial statements:

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• The directors’ report on the consolidated financial statements includes the information required by law and is in agreement with the consolidated financial statements. However, we are unable to express an opinion on the description of the principal risks and uncertainties confronting the group, or on the status, future evolution, or significant influence of certain factors on its future development. We can, nevertheless, confirm that the information given is not in obvious contradiction with any information obtained in the context of our appointment.

Kortrijk, 31 August 2007 The statutory auditor DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Mario Dekeyser 7.5.2. Statutory auditor’s report on the consolidated financial statements for the year ended 30 June 2006

PINGUIN NV

STATUTORY AUDITOR’S REPORT TO THE SHAREHOLDERS’ MEETING ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2006

To the shareholders As required by law and the company’s articles of association, we are pleased to report to you on the audit assignment which you have entrusted to us. We have audited the accompanying consolidated financial statements of PINGUIN NV (“the company”) and its subsidiaries (jointly “the group”), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. Those consolidated financial statements comprise the consolidated balance sheet as at 30 June 2006, the consolidated income statement, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated balance sheet shows total assets of 112,158 (000) EUR and a consolidated loss (group share) for the year then ended of 3,546 (000) EUR. We have also performed those specific additional audit procedures required by the Companies Code. The Board of Directors of the company is responsible for the preparation of the consolidated financial statements and the directors’ report on the consolidated financial statements, for the assessment of the information that should be included in the directors’ report on the consolidated financial statements, and for the company’s compliance with the requirements of the Companies Code and the articles of association. Our audit of the consolidated financial statements was conducted in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Unqualified audit opinion on the consolidated financial statements with emphasis of matter paragraph The aforementioned auditing standards require that we plan and perform our audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. In accordance with these standards, we considered the group's administrative and accounting organization as well as its internal control processes. We have obtained the explanations and information required for our audit. We have examined, on a test basis, the evidence supporting the amounts in the consolidated financial statements. We have assessed the basis of the accounting methods used, the consolidation policies and significant estimates made by management as well as evaluating the presentation of the consolidated financial statements taken as a whole. We believe that our audit provides a reasonable basis for our opinion.

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In our opinion, the consolidated financial statements give a true and fair view of the group’s financial position as of 30 June 2006, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU and with the legal and regulatory requirements applicable in Belgium. Notwithstanding the significant losses, which have influenced the financial situation of the group, the consolidated financial statements have been prepared assuming that the company will continue as a going concern. This assumption is only valid to the extent the group will be able on the one hand to benefit from the continued financial support from its shareholders or from other ways of funding and on the other hand to improve profitability. Without modifying our unqualified opinion, expressed in the preceding paragraph, we refer to the directors’ report wherein the Board of Directors has justified the application of the valuation rules under the assumption of going concern with an explication of the investment programme and a commentary on the planned capital increase of 12,5 mio EUR. Additional attestations We supplement our report with the following attestations which do not modify our audit opinion on the consolidated financial statements:

• The directors’ report on the consolidated financial statements includes the information required by law and is in agreement with the consolidated financial statements. However, we are unable to express an opinion on the description of the principle risks and uncertainties confronting the group, or on the status, future evolution, or significant influence of certain factors on its future development. We can, nevertheless, confirm that the information given is not in obvious contradiction with any information obtained in the context of our appointment.

17 October 2006 The Statutory Auditor DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Mario Dekeyser 7.5.3. Explanatory note of the auditor with respect to the comparative figures per June 30, 2005 The consolidated financial statements of the Pinguin group per June 30, 2006 are the first consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRSs) issued by International Accounting Standards Board (IASB), and with the interpretations issued by the International Reporting interpretations Committee (IFRIC) as adopted by the European Union. For the preparation of these financial statements, “IFRS 1 – First-time Adoption of international Financial Reporting Standards” has been applied. Until June 30, 2005 the Consolidated Financial Statements were prepared in accordance with the Belgian accounting standards. These accounting standards differ from the IFRS-standards in certain areas. The impact of the transition of the IFRSs on the group’s financial position and of its results is explained in point 7.3.11. For the first application of International reporting Standards for the preparation of the consolidated financial statements per June 30, 2006, the opening balance sheet has been set at July 1, 2004. This implies that the financial statements per June 30, 2006 relate to the accounting year starting July 1, 2005 and ending June 30, 2006. The comparative figures that are included in these financial statements relate to a period of 12 months starting July 1, 2004 and ending June 30, 2005. This is different from the statutory accounting year that covers the period starting January 1, 2004 and ending June 30, 2005, thus covering a period of 18 months. In the notes to the financial statements per June 30, 2006, information related to the impact of the IFRSs on the group’s financial position and of its results as represented in point 7.3.11. was recorded. Also, the financial statements included the comparative figures of a twelve month period per June 30, 2005.

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With respect to the consolidated financial statements per June 30, 2006 prepared in accordance with International Financial Reporting Standards (IFRSs), an audit opinion has been issued, which is included in section 7.5.2. Paragraph 3.4.4. of the General Accepted Auditing Standards states clearly that, when the consolidated financial statements contains figures related to the prior accounting year, the opinion covers the comparative figures unless the auditor clearly indicates the contrary. On the consolidated financial statements per June 30, 2006 prepared in accordance with International Financial Reporting Standards, an unqualified audit opinion with emphasis of matter paragraph was delivered. The emphasis of matter paragraph relates to the justification of the Board of Directors with respect to the application of the valuation rules in the assumption that the company will continue as a going concern. This auditor’s opinion does not include a paragraph which states that this opinion does not cover the comparative figures and thus includes consequentially an opinion on the comparative figures for the twelve month period ending June 30, 2005 in accordance with IFRS. The auditor’s report on the consolidated financial statements on the statutory accounting period of 18 months ending June 30, 2005 in accordance with Belgian GAAP and balance sheet total of 113,063 (000) EUR and a consolidated loss of 12,172 (000) EUR is an unqualified opinion with explanatory note. The explanatory note relates to the justification of the Board of Directors with respect to the application of the valuation rules in the assumption that the company will continue as a going concern.

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7.6. RESTATEMENT OF PINGUIN’S AND LUTOSA’S FINANCIAL STATEMENTS

7.6.1. Restatement of Pinguin’s financial statements by calendar year instead of by financial year The unaudited consolidated pro forma income statement of the Pinguin Group (pre-acquisition) at 31 December 2006 (12-month calendar year) and at 30 June 2007 (first six months of the 2007 calendar year). The previous two annual reporting periods of the Pinguin Group ended on 30 June 2006 and 30 June 2007. Following the acquisition of the Lutosa Group, consisting of G&L Van De Broeke NV (including its subsidiaries Primeur NV, Van den Broeke-Lutosa NV and its sales offices) and the companies Vanelo NV, Lutosa Express NV, Moerbos NV and Lutosa France Sarl, management intends to align the annual reporting period once again with the calendar year. For a detailed overview of the structure of the Lutosa Group, we refer to section 3.3. of this prospectus. This change was approved by the Extraordinary General Meeting held on 4 October 2007. In anticipation of this change in reporting period and in order to be able to present a pro forma consolidated income statement, showing the impact of the acquisition of the Lutosa Group, all of whose shares were acquired effective at 28 September 2007, as if the Lutosa Group had been acquired on 1 January 2006, it was necessary to recalculate the results on a calendar year basis. These recalculations have been undertaken for the 2006 calendar year (12 months) and the first six months of the 2007 calendar year. We show below how the recalculations by calendar year have been made. Income statement Pinguin Group per 31 December 2006 and 30 June 2007 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7

All Amounts in '000 € Dec 2005 Jun 2006 = (Col. 2 -Col. 1) Dec 2006 = (Col.3 +

Col. 4) Jun 2007 = (Col. 6 -Col. 4)


2nd half 2005 (6 mths)

2nd half 2005 + 1st part. 2006 (12 mths)

1st half 2006 (6 mths)

2nd half 2006 (6 mths)

CY 2006 (12 mths)

2nd half 2006 + 1st half 2007 (12 mths)

1st half 2007 (6 mths)

Sales 76,167 149,058 72,891 74,429 147,320 147,242 72,813 Increase/decrease in inventories 11,527 -1,586 -13,113 14,260 1,147 5,179 -9,081 Negative goodwill recognised in income statement 1,586 1,586 Other operating income 1,497 2,110 613 1,235 1,848 4,683 3,448 Raw materials, consumables and goods for resale -47,977 -82,748 -34,771 -48,813 -83,584 -83,235 -34,422 Services and other goods -21,186 -35,591 -14,405 -21,548 -35,953 -38,441 -16,893 Personnel costs -13,026 -22,558 -9,532 -9,644 -19,176 -19,847 -10,203 Depreciation -2,634 -5,188 -2,554 -2,728 -5,282 -5,742 -3,014 Reversal of impairment losses on assets 887 887 Impairments, write-offs and provisions -445 -948 -503 -463 -966 -86 377 Other operating income and charges -1,077 -1,624 -547 -609 -1,156 -1,703 -1,094

Operating results (EBIT) 2,846 925 -1,921 6,119 4,198 10,523 4,404 Financial income 709 880 171 391 562 725 334 Financial expenses -2,089 -3,755 -1,666 -1,395 -3,061 -3,065 -1,670

Operating results after net finance costs 1,466 -1,950 -3,416 5,115 1,699 8,183 3,068 Taxes -618 -609 9 297 306 -1,283 -1,580 NET RESULTS FROM CONTINUING 848 -2,559 -3,407 5,412 2,005 6,900 1,488 OPERATIONS

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Notes Column 1: The unaudited consolidated income statement of the Pinguin Group at 31 December 2005 (half-yearly figures for July 05 – Dec 05). A limited audit of this information was undertaken by the statutory auditor. Column 2: The audited consolidated income statement of the Pinguin Group at 30 June 2006 (annual figures for July 05 – June 06). Column 3 (= column 2 – column 1): The pro forma unaudited consolidated income statement for the first half of the 2006 calendar year (Jan 06 - June 06). Column 4: The unaudited consolidated income statement of the Pinguin Group at 31 December 2006 (half-year figures for July 06 – Dec 06). A limited audit of this information was undertaken by the statutory auditor. Column 5 (= column 3 + column 4): The pro forma unaudited consolidated income statement of the Pinguin Group for the 2006 calendar year (12 months). Column 6: The audited consolidated income statement of the Pinguin Group at 30 June 2007 (annual figures for July 06 – June 07). Column 7 (= column 6 – column 4): The pro forma unaudited consolidated income statement for the first half of the 2007 calendar year (6 months). 7.6.2. Recalculation of Lutosa’s financial statements based on IFRS instead of BE GAAP 7.6.2.1. Pro forma restated consolidated income statement of the Lutosa Group 31 December 2006

Column 1 Column 2 Column 3

All Amounts in '000 €

G&L Consol

stat

Lutosa ExpressMoerbosLutosa

FranceIntercompany

elimination Total

consolidation BE GAAP

IFRS-adjustment

Total consolidation

BE IFRS


Sales 189,433 277 117 662 -1,056 189,434 -6,041 183,393 Increase/decrease in inventories 4,766 0 0 0 0 4,766 -989 3,777 Negative goodwill recognised in income statement 0 0 0 0 0 0 0 0 Other operating income 1,153 0 0 1 0 1,155 314 1,469 0 0 Raw materials, consumables and goods for resale -98,508 0 0 0 0 -98,508 -408 -98,916 Services and other goods -48,714 -48 -1 -109 1,056 -47,816 5,921 -41,895 Personnel costs -24,464 -93 0 -528 0 -25,085 0 -25,085 Depreciation -6,738 -41 -3 -21 0 -6,804 -5,545 -12,348 Reversal of impairment losses on assets 0 0 0 0 0 0 0 0 Impairments, write-offs and provisions 1,490 0 0 0 0 1,490 -1,500 -10 Other operating income and charges -1,741 -5 -2 0 0 -1,748 -289 -2,037

Operating results (EBIT) 16,679 90 111 5 0 16,886 -8,536 8,349

Financial income 753 0 1 0 0 754 0 754 Financial expenses -2,126 0 0 0 0 -2,125 120 -2,005 Operating results after net finance costs 15,307 90 112 5 0 15,515 -8,416 7,098

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Extraordinary income 280 0 47 7 0 334 -335 -1 Extraordinary charges -283 0 0 -6 0 -289 289 0 Taxes -5,205 -25 -46 0 0 -5,276 2,855 -2,421 NET RESULTS FROM CONTINUING OPERATIONS 10,099 65 113 6 0 10,284 -5,607 4,677 30/June2007


All Amounts in '000 €

G&L Consol

stat


FranceIntercompany

elimination Total


IFRS-adjustment

Total consolidation

BE IFRS


Sales 127,417 71 122 0 -120 127,490 -3,577 123,913 Increase/decrease in inventories -493 0 0 0 0 -493 -977 -1,470 Negative goodwill recognised in income statement 0 0 0 0 0 0 0 0 Other operating income 802 0 0 0 0 802 131 934 Raw materials, consumables and goods for resale -66,399 0 0 0 -66,399 2,098 -64,302 Services and other goods -23,534 -25 0 0 60 -23,499 3,337 -20,163 Personnel costs -12,380 -23 0 0 -12,403 -12,403 Depreciation -4,465 0 0 0 -4,465 -1,352 -5,817 Reversal of impairment losses on assets 0 0 Impairments, write-offs and provisions -34 0 0 0 -34 -34 Other operating income and charges -924 -4 -2 0 -929 -4 -933

Operating results (EBIT) 19,990 19 121 0 -60 20,070 -345 19,725

Financial income 456 0 0 0 0 456 0 456 Financial expenses -1,026 0 0 0 0 -1,026 74 -951 Operating results after net finance costs 19,420 19 121 0 -60 19,500 -271 19,230

Extraordinary income 208 1 0 0 0 209 -209 0 Extraordinary charges -4 0 0 0 0 -4 4 0 Taxes -7,111 -10 -10 0 -7,131 95 -7,036 NET RESULTS FROM CONTINUING

OPERATIONS 12,513 10 111 0 -60 12,574 -380 12,194

225

7.6.2.2. Pro forma restated consolidated balance sheet of the Lutosa Group 31/December/2006


All Amounts in '000 € G&L

Consol stat


FranceIntercompany

elimination Total


IFRS-adjustment

Total consolidation

BE IFRS

FIXED ASSETS 27,349 106 1,850 68 0 29,373 38,429 67,802

Intangible assets 0 0 0 0 0 0 0 0 Goodwill 0 0 0 0 0 0 0 0 Tangible fixed assets 27,317 106 1,850 66 3 29,343 38,429 67,771- Land and buildings 16,880 0 1,850 0 3 18,733 4,289 23,022- Plant, machinery and equipment 9,125 0 0 0 0 9,125 34,100 43,225- Furniture and vehicles 1,065 106 0 66 0 1,237 283 1,520- Other tangible fixed assets 42 0 0 0 0 42 -42 0- Assets under construction and advance payments 0 0 0 0 0 0 0 0- Leasing and similar rights 206 0 0 0 0 206 -202 4 Financial fixed assets 32 0 0 2 -3 30 0 30- Available-for-sale financial assets 3 0 0 0 -3 0 0 0- Amounts receivable 28 0 0 2 0 30 0 30 Deferred tax assets 0 0 0 0 0 0 0 Long term receivables (> 1 year) 0 0 0 0 0 0 0 0- Other receivables 0 0 0 0 0 0 0 0

CURRENT ASSETS 79,678 404 73 194 -1,257 79,091 8,150 87,241

Inventories 18,102 0 0 0 0 18,102 8,150 26,252- Raw materials and consumables 6,282 0 0 0 0 6,282 0 6,282- Work in progress and finished goods 11,813 0 0 0 0 11,813 8,150 19,962- Goods purchased for resale 8 0 0 0 0 8 0 8Amounts receivable 48,568 27 0 162 -1,257 47,501 0 47,501- Trade receivables 44,796 27 0 111 -27 44,907 0 44,907- Other receivables 3,772 0 0 52 -1,230 2,594 0 2,594Financial assets 4 0 0 0 0 4 0 4- Derivatives 0 0 0 0 0 0 0 0- Short term deposits 4 0 0 0 0 4 0 4Cash and cash equivalents 12,848 369 72 31 0 13,320 0 13,320Deferred charges and accrued income 156 7 0 1 0 164 0 164

TOTAL ASSETS 107,027 510 1,923 262 -1,257 108,465 46,578 155,043 31/December/2006



Consol stat


FranceIntercompany

elimination Total


IFRS-adjustment

Total consolidation

BE IFRS

EQUITY 36,812 484 687 113 0 38,095 29,269 67,364

226

Share capital 1,950 62 62 8 0 2,082 0 2,082- Subscribed capital 1,950 62 62 8 0 2,082 2,082Share premiums 0 0 0 0 0 0 0Consolidated reserves 34,775 422 625 105 0 35,927 29,341 65,267Cumulative translation adjustments -12 0 0 0 0 -12 -12Capital grants 72 0 0 0 0 72 -72 0Minority interests 27 0 0 0 0 27 27 NON-CURRENT LIABILITIES (< 1 year)

3,322 0 0 0 0 3,322 17,201 20,522

Provisions for pensions 0 0 0 0 0 0 0 0and similar rights Other provisions 0 0 0 0 0 0 0 0Financial liabilities 3,274 0 0 0 0 3,274 0 3,274- Finance leases 2 0 0 0 0 2 0 2- Credit institutions 3,272 0 0 0 0 3,272 0 3,272- Bonds 0 0 0 0 0 0 0 0- Other 0 0 0 0 0 0 0 0Other amounts payable 0 0 0 0 0 0 0 0Deferred tax liabilities 47 0 0 0 0 47 17,201 17,248

CURRENT LIABILITIES 66,894 26 1,235 149 -1,257 67,048 109 67,157

Financial liabilities 27,407 0 0 0 0 27,407 0 27,407- Current portion of non-current financial liabilities 7,506 0 0 0 0 7,506 0 7,506- Credit institutions 19,901 0 0 0 0 19,901 0 19,901- Other 0 0 0 0 0 0 0 0Trade payables 29,200 4 0 12 -27 29,189 0 29,189Advances received on contracts 0 0 0 0 0 0 0 0Tax payable 5,417 8 5 4 0 5,434 0 5,434Compensation and social security payable 3,438 15 0 130 0 3,583 0 3,583Other amounts payable 1,280 0 1,230 3 -1,230 1,283 0 1,283Deferred charges and accrued income 152 0 0 0 0 152 109 261

TOTAL LIABILITIES 107,027 510 1,923 262 -1,257 108,465 46,578 155,043 30/June/2007



Consol stat

Lutosa Express MoerbosLutosa

France

Inter company

elimination Total


IFRS-adjustment

Total consol. BE

IFRS

FIXED ASSETS 23,911 106 1,850 68 0 25,936 36,983 62,919 Intangible assets 0 0 0 0 0 0 0 0 Goodwill 0 0 0 0 0 0 0 0 Tangible fixed assets 23,883 106 1,850 66 0 25,905 36,983 62,888- Land and buildings 15,075 0 1,850 0 0 16,925 4,391 21,316- Plant, machinery and equipment 7,688 0 0 0 0 7,688 32,494 40,182- Furniture and vehicles 1,012 106 0 66 0 1,184 203 1,387- Other tangible fixed assets 40 0 0 0 0 40 -40 0

227

- Under construction and advance payments 0 0 0 0 0 0 0- Leasing and similar rights 68 0 0 0 0 68 -64 4 Financial fixed assets 28 0 0 2 0 30 0 30- Available-for-sale financial assets 0 0 0 0 0 0 0 0- Amounts receivable 28 0 0 2 0 30 0 30 Deferred tax assets 0 0 0 0 0 0 0 0 Long term receivables (> 1 year) 0 0 0 0 0 0 0 0- Other receivables 0 0 0 0 0 0 0 0

CURRENT ASSETS 89,016 407 64 194 -1,188 88,493 9,270 97,763

Inventories 15,791 0 0 0 0 15,791 9,270 25,061- Raw materials and consumables 4,390 0 0 0 0 4,390 0 4,390- Work in progress and finished goods 11,320 0 0 0 0 11,320 9,270 20,590- Goods purchased for resale 81 0 0 0 0 81 0 81Amounts receivable 48,682 28 0 162 -1,128 47,745 0 47,745- Trade receivables 45,513 28 0 111 -28 45,624 0 45,624- Other receivables 3,169 1 0 52 -1,100 2,121 0 2,121Financial assets 4 0 0 0 0 4 0 4- Derivatives 0 0 0 0 0 0 0 0- Short term deposits 4 0 0 0 0 4 0 4Cash and cash equivalents 23,774 378 64 31 0 24,247 0 24,247Deferred charges and accrued income 765 1 0 1 -60 706 0 706

TOTAL ASSETS 112,927 513 1,914 262 -1,188 114,428 46,253 160,682 30/June/2007



Consol stat

Lutosa Express

Moer-bos

Lutosa France


Total consolidation

BE GAAP

IFRS-adjustment

Total consol. BE IFRS

EQUITY 49,199 494 798 112 -60 50,543 28,918 79,461

Share capital 1,950 62 62 8 0 2,082 0 2,082- Subscribed capital 1,950 62 62 8 0 2,082 0 2,082Share premiums 0 0 0 0 0 0 0 0Consolidated reserves 47,186 432 736 105 -60 48,398 28,960 77,358Cumulative translation adjustments -12 0 0 0 0 -12 0 -12Capital grants 42 0 0 0 0 42 -42 0Minority interests 33 0 0 0 0 33 0 33 NON-CURRENT LIABILITIES (< 1 year)

1,682 0 0 0 0 1,682 17,106 18,788

Provisions for pensions 0 0 0 0 0 0 0 0and similar rights Other provisions 0 0 0 0 0 0 0 0Financial liabilities 1,628 0 0 0 0 1,628 0 1,628- Finance leases 2 0 0 0 0 2 0 2- Credit institutions 1,627 0 0 0 0 1,627 0 1,627

228

- Bonds 0 0 0 0 0 0 0 0- Other 0 0 0 0 0 0 0 0Other amounts payable 0 0 0 0 0 0 0 0Deferred tax liabilities 54 0 0 0 0 54 17,106 17,160

CURRENT LIABILITIES 62,046 19 1,116 149 -1,128 62,203 229 62,433

Financial liabilities 26,699 0 0 0 0 26,700 0 26,700- Current portion of non-current financial liabilities 5,399 0 0 0 0 5,399 0 5,399- Credit institutions 21,300 0 0 0 0 21,300 0 21,300- Other 0 0 0 0 0 0 0 0Trade payables 20,879 15 1 12 -28 20,880 0 20,880Advances received on contracts 0 0 0 0 0 0 0 0Tax payable 10,930 2 5 4 0 10,941 0 10,941Remuneration and social security 3,147 2 0 130 0 3,279 0 3,279Other amounts payable 64 0 1,110 3 -1,100 77 166 243Deferred charges and accrued income 327 0 0 0 0 327 63 390

TOTAL LIABILITIES 112,927 513 1,914 262 -1,188 114,428 46,253 160,682 7.6.2.3. Notes to the pro forma Lutosa Group’s restated consolidated balance sheet and income statement 1) Reporting bases The above-mentioned pro forma consolidated unaudited balance sheets and income statements have been prepared in accordance with the recognition and valuation rules as applied in the consolidated financial statements of the Pinguin Group at 30 June 2007 and as will be applied to these items and valuation rules applying to Lutosa’s activities in the next consolidated financial statements. In preparing these pro forma figures for the purposes of restating the tangible fixed assets, depreciation was calculated on their economic life instead of their fiscal value. These figures are not restated for the possible effect of including the tangible fixed assets, liabilities and conditional liabilities for their fair value within the framework of acquisition accounting. 2) Financial information for the Lutosa Group The financial information on the balance sheets and income statements relating to the Lutosa Group is taken from the consolidated financial statements (Belgian GAAP) of the Lutosa Group, consisting of G&L Van Den Broeke NV (this holding company encompassed Van Den Broeke – Lutosa SA, Vanelo NV and Primeur NV), Lutosa Express NV, Moerbos NV and Lutosa France Sarl at 31 December 2006, and the unaudited consolidated interim balance sheet and income statement for the period ending on 30 June 2007, drawn up according to Belgian recognition and valuation rules. The following adjustments were made to bring these figures into line with the recognition and valuation rules as applied in the consolidated financial statements of the Pinguin Group at 30 June 2007:

- The consolidated and statutory annual account (IAS 27): Under IAS 27 the consolidated annual account must include all subsidiaries of the parent company. On the basis of this principle Lutosa Express NV, Moerbos NV and Lutosa France Sarl companies were incorporated into the consolidation.

- Tangible fixed assets (IAS 16): depreciation recorded essentially for tax reasons has been

recalculated retroactively in order to ensure that the depreciation method mirrors the pattern according to which the future economic benefits of the assets are expected to be consumed. These figures are not restated for the possible effect of including the tangible fixed assets, liabilities and conditional liabilities for their fair value within the framework of acquisition accounting.

229

- Investment grants (IAS 20): in accordance with IFRS, these are deducted from the tangible fixed

assets to which they apply. Investment grants are taken into income pari passu with the depreciation of these assets. Capital grants are included in the results in proportion to the IFRS depreciation.

- Inventories (IAS 2): these are valued at cost (costs of purchase or costs of conversion) by the

FIFO (first-in, first-out) method, or net realisable value, whichever is lower. The cost of conversion includes all direct and indirect costs that are necessarily incurred in bringing the inventories to their present location and state. The realisable value is the estimated sales price in the ordinary course of business, less the estimated costs of completion and the necessary costs of making the sale. The change to full cost accounting for inventory has the effect of raising the book value of inventories in accordance with IFRS standards. Under BE GAAP raw materials are valued at average contract price and the stocks produced are valued at direct cost.

- Deferred taxes in accordance with IAS 12, deferred tax assets and liabilities are calculated on

temporary differences between carrying value of the assets in the statutory accounts and in the IFRS accounts. Deferred tax receivables are recognised only where it is likely that future taxable profit will be available against which these temporary differences can be offset.

- Minority interests included in the BE GAAP consolidated balance sheet and income statement

no longer apply as the entire Group has been taken over by the Pinguin Group.

- Provisions: a provision recognised for maintenance costs did not meet the recognition criteria of IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

- The following adjustments were made to the income statement:

o Adjustments not effecting the results (reclassifications):

discounts are deducted from sales; charges for marketing costs of retailers not receiving an identifiable benefit or

who do receive such benefit but the value cannot be reasonably established are deducted from sales;

transport charges passed on to clients are offset by the inclusion of transport charges under ‘Services and other goods’;

Extraordinary income and charges in the statutory financial statements are reclassified as operating charges and income in the IFRS statements.

o Adjustments effecting the results:

Effect on the depreciation of the tangible fixed assets based on their economic life;

Effect on ‘Increase/decrease in inventories’ mainly as a consequence of the valuation against full cost in the IFRS statements compared to direct cost in the statutory accounts as well as the effect of the amended depreciation of the valuation of the inventory;

The effect of the provision made with respect to the maintenance costs in the statutory accounts which does not comply with the requirements of IAS 37 in the IFRS statements;

The effect on deferred taxes of the above mentioned adaptations affecting the results.

The effect of the above-mentioned adjustments affecting the pro forma restated income statement and balance sheet or not, is permanent. These figures are, however, exclusive of the possible effects of including Lutosa Group’s identifiable assets, liabilities, and contingent liabilities at the fair value within the framework of IFRS 3 Business combinations (acquisition accounting).

230

7.7. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 2006/2007

7.7.1. General This pro forma information is presented for illustrative purposes only. By its nature this pro forma information illustrates a hypothetical situation and is not representative of the actual financial position and financial performance of Pinguin Group. With the exception of the lands and buildings of the Lutosa Group, whose valuation report as of the date of this Prospectus included the real value of these assets, these figures do not include the possible effect of profit and loss related to the acquisition of the identifiable assets, liabilities and contingent liabilities of the Lutosa Group and fair value as required under IFRS 3 Business Combinations. The most significant real value adaptations in these pro forma figures which were not taken into account due to lack of tangible figures as of the issue date of this Prospectus relate to:

• The acquisition of the brand name Lutosa and possible depreciation of such • The acquisition of the customer relations of Lutosa and possible depreciation of such • The acquisition of the machines of Lutosa and possible depreciation of such • The acquisition of the stocks of Lutosa • The acquisition of the potato contracts of Lutosa and possible depreciation of such • The deferred taxes on the above-mentioned adaptations • The adaptation of the pro forma goodwill related to the above mentioned adaptations

7.7.1.1. Pro forma unaudited consolidated income statement at 31 December 2006 (in thousands of €) Pinguin’s management presents below, in the form of an unaudited pro forma consolidated income statement for a 12-month period, the impact of the acquisition of the Lutosa Group, all of whose shares will be acquired at 28 September 2007 and the sale and rent-back transaction of the real estate, as if the Lutosa Group had been acquired on 1 January 2006.

Amounts in '000 € Consolidated restated

Pro forma Consolidate

d Note A Note B Note C Note D

CONSOLIDATED PRO

FORMA P&L 31/12/2006

Pinguin Group

Lutosa Group

Inter-company eliminatie

Adjt tot fair value acquisition Real Estate

Sales

PINGUIN GROUP (INCL.

LUTOSA GROUP)

CONTINUING OPERATIONS CY 2006 (12

mths) CY 2006 (12

mths)

Sales 147,320 183,394 330,714 Increase/decrease in inventories 1,147 3,777 4,924 Negative goodwill recognised in income statement Other operating income 1,848 1,469 3,317 Raw materials, consumables and goods for resale -83,584 -98,915 -182,499 Services and other goods -35,953 -41,895 -4,221 -82,069 Personnel costs -19,176 -25,085 -44,261 Depreciation -5,282 -12,349 2,475 -15,156 Reversal of impairment losses on assets Impairments, write-offs and provisions -966 -10 -976 Other operating income and charges -1,156 -2,037 -3,500 -6,693

231

Operating results (EBIT) 4,198 8,349 -5,246 7,301 Financial income 562 754 1,316 Financial expenses -3,061 -2,006 -3,770 -8,837 Operating results after net finance costs

1,699 7,097 -3,770 -5,246 -219

Taxes 306 -2,421 360 -1,755 NET RESULTS FROM CONTINUING OPERATIONS

2,005 4,676 -3,770 -4,886 -1,975

7.7.1.2. Pro forma unaudited consolidated income statement at 30 June 2007 (in thousands of €) Pinguin’s management presents below, in the form of an unaudited pro forma income statement for a 6-month period, the impact of the acquisition of the Lutosa Group, all of whose shares have been acquired at 28 September 2007, as if the Lutosa Group had been acquired on 1 January 2007, and the impact of the sale and rent-back of the real estate of Lutosa as if this transaction had taken place by 1 January 2007.

Amounts in '000 € Consolidated restated 30/06/2007

Pro forma Consolidated 30/06/2007

Note A Note B Note C Note D

CONSOLIDATED PRO

FORMA P&L 30/06/2007

Pinguin Group

Lutosa Group

Inter company eliminatie

Adj. fair value acquisition Real Estate

Sales

PiNGUIN GROUP (INCL.

LUTOSA GROUP)


First half 2007 (6 mths)

First half 2007 (6 mths

Sales 72,813 123,913 -16 196,710 Increase/decrease in inventories -9,081 -1,470 -10,551 Negative goodwill recognised in income statement 1586 1,586 Other operating income 3,448 933 4,381 Raw materials, consumables and goods for resale -34,422 -64,301 16 -98,707 Services and other goods -16,893 -20,163 -2,110 -39,166 Personnel costs -10,203 -12,403 -22,606 Depreciation -3,014 -5,817 1,221 -7,610 Reversal of impairment losses on assets 887 887 Impairments, write-offs and provisions 377 -34 343 Other operating income and charges -1,094 -933 -3,500 -5,527

Operating results (EBIT) 4,404 19,725 -4,389 19,740 Financial income 334 456 790 Financial expenses -1,670 -952 -1,885 -4,507 Operating results after net finance costs

3,068 19,229 -1,885 -4,389 16,023

Taxes -1580 -7,036 68 -8,548 NET RESULTS FROM CONTINUING OPERATIONS 1,488 12,193 -1,885 -4,321 7,475

232

7.7.1.3. Notes to the pro forma consolidated income statement of Pinguin including Lutosa 1 Reporting bases This financial information is prepared in a manner consistent with the recognition and valuation rules as applied by the Pinguin Group in its consolidated financial statements for the years ending 31 December 2006 and at 30 June 2007 and as will be applied in the next consolidated financial statements for these items and valuation rules specifically applying to Lutosa’s activities. 2 Financial information for the Pinguin Group The financial information in the income statement which relates to the Pinguin Group is taken from the unaudited consolidated pro forma income statement of the Pinguin Group (pre-acquisition) at 31 December 2006 (12 month calendar year) and at 30 June 2007 (first six months of the 2007 calendar year) as reflected in paragraph 7.6.1, columns 5 and 7 respectively. On 1 June 2007, Pinguin Foods UK acquired the assets and activities of Padley Vegetables Ltd. under the form of an asset deal. These activities are consolidated as of 1 June 2007. Pinguin Group’s income statement at 30 June 2007 (6m) includes one month of sales and results for the acquired activities. The effect on sales and the positive contribution towards the net profit amounted to € 3.5 million and € 1.2 million. The effects of the acquisition of these activities were not retroactively included in the income statement as at 31 December 2006 (12m). Pinguin Foods UK has also taken over € 1,490K of assets. This acquisition is financed with a six-year vendor financing arrangement. The annual repayment under this financing is € 228K. In addition Padley Vegetables’ inventories were acquired for an amount of € 3.2 million. These are financed with suppliers’’ credit. The financing of the acquisition of the assets and inventories is included in Pinguin's restated balance sheet and income statement at 30 June 2007 (6m) and not per 31 December 2006 (12m) as the transaction was not retroactively included in the financial information. As a consequence of the acquisition of these activities, a restructuring was undertaken. The restructuring was partially concluded before 30 June 2007. The cost hereof was € 0.2 million and is included in the restated income statement at 30 June 2007 (6m). The effect of the restructuring undertaken after 30 June 2007 amounts to € 1 million approximately and is not included in the restated income statement referred to above. Above-mentioned effects of the takeover of these activities have a permanent impact on the financial information although that the nature of restructuring costs is one-off and impacts the income statement at 30 June 2007 (6m). Please see section 7.4.11 for a further explanation with respect to the acquisition of the assets and activities of Padley Vegetables Ltd. On 17 August 2007 Pinguin reached an agreement with Salvesen Logistics Ltd to acquire Christian Salvesen's Food division for a total of € 26.7 million under an asset deal. The takeover was finalised on 10 September 2007. These acquisitions were financed with temporary bridging credit facilities and as such are not included in capital increase for the financing of the acquisition of the Lutosa Group. At present Pinguin is negotiating a credit facility for the amount of € 140 million intended for the refinancing of Pinguin’s existing credit facilities and takeover debts. We refer to section 6.4.1.3. for further information on the refinancing of the Group’s debts. 3 Financial information for the Lutosa Group The financial information with respect to Lutosa Group’s income statement is taken from the pro forma restated consolidated income statement of the Lutosa Group as reflected in paragraph 7.6.2.1.

233

4 Pro forma information Pinguin Group Explanation A: elimination of I/C-transactions Intra-group sales between the Pinguin Group and the Lutosa Group during the six months to 30 June 2007 have been eliminated. No eliminations have been made in the income statement for the 2006 calendar year, as no inter-company transactions took place during this period. Explanation B: additional interest charges resulting from the financing of the takeover of the Lutosa Group In respect of the takeover an additional credit facility will be entered into for the amount of € 64 million (loan € 109 million – financing sale and rent-back € 45 million). (= (average of OLE – five years and IRS – five years) + margin 1.5%). The interest rate, we used, amounts to 5.89%. In the pro forma statements, abstraction was made of the capital reimbursements. At 31 December 2006 (in ‘000 Euros): Loan: 109,000 Financing sale and rent-back (45,000) 64,000 Interest rate: 5.89% Interest rate for CY 2006: 3.770 At 30 June 2007 (in ‘000 Euros): Loan: 109,000 Financing sale and rent-back (45,000) 64,000 Interest rate: 5.89% Interest charge first half year 2007: 1.885 Explanation C: Interest charges financing Lutosa takeover The interest charges relating to the financing of the Lutosa takeover amount, after the sale and rent-back operation, to € 3,770K (at 31 December 2006) and € 1,885K (at 30 June 2007). Explanation D: Sale and Rent-back Operation of Lutosa real estate Les Pres Sales NV (a company controlled by Food Invest International NV and the Van den Broeke Family) and Dreefvelden NV (a company controlled by Veerle Deprez) have reached a framework agreement with a bank consortium consisting of ING, KBC and Fortis (the “Consortium”) relating to the sale of the buildings and land located on Lutosa's three sites. The income from the sale will be used to finance a portion of the takeover price of Lutosa. Based on the framework agreement, the transaction will be structured as follows: - Lutosa grants (i) a 99-year long lease to the consortium in exchange for the payment of a single instalment of € 42,750,000 and (ii) sells the land to Dreefvelden NV for € 2,250,000. - The Consortium leases the buildings for 15 years to Les Pres Sales NV, with an option for Les Pres Sales to buy at the end of the lease for EUR 1,282,500. - Les Pres Sales NV rents the buildings to the Lutosa companies in question at a rent of € 4,500,000 a year (indexed annually) for the duration of minimum of 15 years. The impact of this sale and rent-back operation can be summarised as follows: 31/12/06 30/6/07 Services and other goods Annual rental charge (4,500) (2,250) Surplus value realised on

234

disposals and spread recognised in income statement 279 140 Depreciation Elimination of depreciations for buildings 2,475 1,221 Other operating income and charges VAT revision as a result of this transaction (3,500) (3,500) Taxes Full effect on the taxes including deferred taxes 360 68 Net impact on results (4,886) (4,321) 7.7.2. Pro forma consolidated balance sheet of the Pinguin Group (including acquisition of the Lutosa Group) at 31 December 2006 and at 30 June 2007 7.7.2.1. Pro forma unaudited consolidated balance sheet at 31 December 2006 (in thousands of €) Pinguin’s management presents below, in the form of an unaudited pro forma consolidated balance sheet at 31 December 2006, the impact of the acquisition of the Lutosa Group, which all shares will be acquired at 28 September 2007, and the impact of the Lutosa assets sale and rent-back as if this transaction had taken place by January 1, 2006.

All Amounts in '000 € Consolidated

restated 31 Dec. 2006

Consolidatedrestated

31 Dec. 2006

Explanation A

Explanation B

Explanation C

Explanation D


BALANCE PER 31 DEC 2006

PINGUIN GROUP

LUTOSA GROUP


Adjustment fair value acquisition Real Estate

Sales


LUTOSA GROUP)

FIXED ASSETS 53,416 67,801 15,315 102,266 -38,337 200,461 Intangible assets 573 573 Goodwill 102,266 102,266 Tangible fixed assets 52,326 67,771 15,315 -38,337 97,075- Land and buildings 26,684 23,022 15,315 -38,337 26,684- Plant, machinery and equipment 19,205 43,225 62,430- Furniture and vehicles 349 1,520 1,869- Other tangible fixed assets - Assets under construction and advance payments 30 30- Leasing and similar rights 6,058 4 6,062 Financial fixed assets 125 30 155- Available-for-sale fixed assets 125 125- Amounts receivable 30 30 Deferred tax assets 0 Long term receivables (> 1 year) 392 392- Other 392 392

CURRENT ASSETS 80,868 87,241 -3,770 -8,000 156,339

235

Inventories 42,119 26,252 68,371- Raw materials and consumables 3,282 6,282 9,564- Work in progress and finished goods 38,837 19,962 58,799- Goods purchased for resale 8 8Amounts receivable 32,638 47,501 80,139- Trade receivables 30,338 44,907 75,245- Other receivables 2,300 2,594 4,894Financial assets 2,613 4 2,617- Derivatives 113 113- Short term deposits 2,500 4 2,504Cash and cash equivalents 2,367 13,320 -3,770 -8,000 3,917Deferred charges and accrued income 1,131 164 1,295

TOTAL ASSETS 134,284 155,042 15,315 98,496 -46,337 356,800

All Amounts in '000 € Consolidated

restated 31 Dec. 2006

Consolidatedrestated

31 Dec. 2006

Explanation A

Explanation B

Explanation C

Explanation D


BALANCE PER 31 DEC 2006

PINGUIN GROUP

LUTOSA GROUP



Sales


LUTOSA GROUP)

SHAREHOLDERS’ EQUITY

45,096 67,364 10,109 -11,567 -4,886 106,116

Share capital 48,250 2,082 62,918 113,250- Subscribed capital 48,250 2,082 62,918 113,250Share premiums Consolidated reserves -4,510 65,267 10,109 -74,470 -4,886 -8,490Cumulative translation adjustments -325 -12 12 -325Minority interests 1,681 27 -27 1,681 NON-CURRENT LIABILITIES

14,817 20,522 5,206 109,000 -43,576 105,968

Provisions for pensions 14 14and similar rights Other provisions 283 283Financial liabilities 8,837 3,274 109,000 -45,000 76,111- Finance leases 4,213 2 4,215- Credit institutions 2,890 3,272 109,000 -45,000 70,162- Bonds 1,332 1,332- Other 402 402Other amounts payable Deferred tax liabilities 5,683 17,248 5,206 1,424 29,560

CURRENT LIABILITIES 74,371 67,156 0 1,063 2,126 144,716 Financial liabilities 37,960 27,407 65,367- Current portion of non-current financial liabilities 7,199 7,506 14,705- Credit institutions 30,720 19,901 50,621

236

- Other 41 41Trade payables 32,530 29,189 1,063 62,782Advances received on contracts Tax payable 594 5,434 -1,783 4,245Remuneration and social security 2,528 3,582 6,110Other amounts payable 545 1,283 1,828Accrued charges and deferred income 214 261 3,909 4,384

TOTAL LIABILITIES 134,284 155,042 15,315 98,496 -46,337 356,800 7.7.2.2. Pro forma unaudited consolidated balance sheet at 30 June 2007 (in thousands of €) Pinguin’s management presents below, in the form of an unaudited pro forma consolidated balance sheet at 30 June 2007, the impact of the acquisition of the Lutosa Group, of which all shares will be acquired by 28 September 2007 and the impact of the Lutosa assets sale and rent-back as if this transaction had taken place by 1 January 2007.

All Amounts in '000 € Consolidated restated

30 June 2007

Consolidated restated

30 June 2007

Explanation A

Explanation B

Explanation C

Explanation D


BALANCE PER 30 June 2007

PINGUIN GROUP

LUTOSA GROUP



Sales


GROUP)

FIXED ASSETS 60,136 62,919 18,275 95,732 -39,591 197,471

Intangible assets 821 821

Goodwill 95,732 95,732

Tangible fixed assets 58,678 62,889 18,275 -39,591 100,251

- Land and buildings 29,837 21,316 18,275 -39,591 29,837- Plant, machinery and equipment 28,226 40,182 68,408

- Furniture and vehicles 615 1,387 2,002

- Other tangible fixed assets - Under construction and advance payments 0

- Leasing and similar rights 4 4

Financial fixed assets 30 30-Available-for-sale financial asset 0

- Amounts receivable 30 30

Deferred tax assets 350 350

Long term receivables (> 1 year) 287 287

- Other 287 287

CURRENT ASSETS 72,954 97,763 -1 -1,885 -5,750 163,081

Inventories 33,458 25,061 58,519

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- Raw materials and consumables 3,456 4,390 7,846- Work in progress and finished goods 30,002 20,590 50,592- Goods purchased for resale 81 81

Amounts receivable 31,472 47,745 -1 79,216

- Trade receivables 29,310 45,624 -1 74,933

- Other receivables 2,162 2,121 4,283

Financial assets 86 4 90

- Derivatives 86 86

- Short term deposits 4 4

Cash and cash equivalents 6,963 24,247 -1,885 -5,750 23,575Deferred charges and accrued income 975 706 1,681

TOTAL ASSETS 133,090 160,682 -1 18,275 93,847 -45,341 360,552

All Amounts in '000 € Consolidated restated

30 June 2007

Consolidated restated

30 June 2007

Explanation A

Explanation B

Explanation C

Explanation D


BALANCE PER 30 June 2007

PINGUIN GROUP

LUTOSA GROUP

Intercompany

elimination


Sales


GROUP)

SHAREHOLDERS’ EQUITY

46,603 79,461 12,063 -16,216 -4,321 117,590

Share capital 48,229 2,082 62,918 113,229

- Subscribed capital 48,229 2,082 62,918 113,229

Share premiums

Consolidated reserves -2,344 77,358 12,063 -79,113 -4,321 3,643Cumulative translation adjustments -321 -12 12 -321

Minority interests 1,039 33 -33 1,039

NON-CURRENT LIABILITIES

16,139 18,789 6,212 109,000 -43,576 106,564

Provisions for pensions 12 12

and similar rights

Other provisions 57 57

Financial liabilities 8,435 1,629 109,000 -45,000 74,064

- Finance leases 3,223 2 3,225

- Credit institutions 3,081 1,627 109,000 -45,000 68,708

- Bonds 829 829

- Other 1,302 1,302

Other amounts payable

Deferred tax liabilities 7,635 17,160 6,212 1,424 32,431

CURRENT LIABILITIES 70,348 62,432 -1 1,063 2,556 136,398

Financial liabilities 32,539 26,699 59,238

- Current portion of non- 6,603 5,399 12,002

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current financial liabilities

- Credit institutions 25,936 21,300 47,236

- Other 0

Trade payables 33,879 20,880 -1 1,063 55,821Advances received on contracts

Tax payable 681 10,941 -1,492 10,130Remuneration and social security 2,806 3,279 6,085

Other amounts payable 354 243 597Accrued charges and deferred income 89 390 4,048 4,527

TOTAL LIABILITIES 133,090 160,682 -1 18,275 93,847 -45,341 360,552 7.7.2.3. Notes to the pro forma consolidated balance sheet of Pinguin including Lutosa 1. Reporting bases This financial information is prepared in a manner consistent with the recognition and valuation rules as applied by the Pinguin Group in its consolidated financial statements for the years ending on 31 December 2006 and 30 June 2007 and as will be applied in the next consolidated financial statements for these items and valuation rules specifically applying to Lutosa’s activities. 2. Financial information for the Pinguin Group The financial information referring to the Pinguin Group at 30 June 2007 is taken from the audited consolidated financial statements at 30 June 2007 see section 7.1.2. The balance sheet at 31 December 2006 is taken from the published interim financial information at 31 December 2006 and has undergone only a limited audit by the statutory auditor. On 1 June 2007, Pinguin Foods UK acquired the assets and activities of Padley Vegetables Ltd. under the form of an asset deal. These activities are consolidated as of 1 June 2007. Pinguin Group’s income statement at 30 June 2007 (6m) includes one month of sales and results for the acquired activities. The effect on sales and the positive contribution towards the net profit amounted to € 3.5 million and € 1.2 million. The effects of the acquisition of these activities were not retroactively included in the income statement as at 31 December 2006 (12m). Pinguin Foods UK has also taken over € 1,490K of assets and after application of the acquisition accounting method the fair value of the pro forma consolidated balance of Pinguin as per 30 June 2007 is € 3.084K. This acquisition is financed with a six-year vendor financing arrangement. The annual repayment under this financing is € 228K. In addition Padley Vegetables’ inventories were acquired for an amount of € 3.2 million. These are financed with suppliers’ credit. The financing of the acquisition of the assets and inventories is included in Pinguin's restated balance sheet and income statement at 30 June 2007 (6m) and not at 31 December 2006 (12m) as the transaction was not retroactively included in the financial information. As a consequence of the acquisition of these activities a restructuring, was undertaken. The restructuring was partially concluded before 30 June 2007. The cost hereof was € 0.2 million and is included in the restated income statement as at 30 June 2007 (6m). The effect of the restructuring undertaken after 30 June 2007 amounts to € 1 million approximately and is not included in the restated income statement referred to above. Above-mentioned effects of the takeover of these activities have a permanent impact on the financial information although that the nature of restructuring costs is one-off and impacts the income statement as at 30 June 2007 (6m). Please see section 7.4.11 for a further explanation with respect to the acquisition of the assets and activities of Padley Vegetables Ltd.

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On 17 August 2007 Pinguin reached an agreement with Salvesen Logistics Ltd to acquire Christian Salvesen's Food division under an assets deal for a total of EUR 26.7 million. The acquisition was completed on 10 September 2007. This acquisition was financed with temporary bridging credit facilities and was as such not included in the capital increase for the financing of the acquisition of the Lutosa Group. At present Pinguin is negotiating a credit facility for the amount of € 140 million intended for the refinancing of Pinguin’s existing credit facilities and takeover debts. Please see section 6.4.1.3. for further information on the refinancing of the Group’s debts. 3. Financial information for the Lutosa Group The financial information relating to the income statement referring to the Lutosa Group is taken from the pro forma consolidated income statement of the Lutosa Group as given in point 7.6.2.2. 4. Charges of net assets on pro forma figures Note A: Elimination of the I/C transactions Intra-group receivables and debts which amount to € 1,412 as of 30 June 2007 have been eliminated (was not applicable as of 31 December 2006). Note B: Fair value adjustment The book value of lands and buildings was adjusted to their real value in conformity with IFRS 3 Business Combinations on the basis of independent expert reports. For these adjustments income taxes were recognised in conformity with IAS 12 Income taxes. Note C: Takeover operation and financing To fund the acquisition an additional € 66 million of capital will be subscribed. The direct transaction costs of this capital increase are estimated at € 1 million. In accordance with IFRS these will be deducted from capital. We assume that these costs will be financed out of internally generated funds. For the remaining € 64 million (€ 109 million – Financing sale and rent-back € 45 million) an additional financial loan will be subscribed. An interest rate of 5.89% has been used in the pro formas. As a consequence of these interest charges, the financial resources will decrease by € 3,770K (by 31 December 2006) and 1,885 (by 30 June 2007). The full consolidation method requires the equity of an acquired company to be eliminated on the date of acquisition. Goodwill arising from the acquisition of the Lutosa Group is calculated as follows: At 1 January 2006 (in ‘000 Euros): Acquisition price: 175,000 Transaction costs: 63 Net assets of the Lutosa Group at 1 January 2006: (72,797) Pro forma goodwill at 1 January 2006: 102.266 The costs directly attributable to the business combination are estimated at € 63K. At 1 January 2007 (in ‘000 Euros ): Acquisition price: 175,000 Transaction costs: 63 Net assets of the Lutosa Group at 1 January 2007: (73,331) Pro forma goodwill at 1 January: 95,732

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The other debts increase by € 1, 063K including the direct transactional costs of the capital increase (€ 1 million) and directly attributable costs of the business combination (€ 63K). Note D: Sale and rent-back transaction 31/12/2006 30/06/2007 Disposal of lands and buildings 40,811 40,811 Correction of earlier depreciation on buildings (2,475) (1,220) (38,337) (39,591) Cash and cash equivalents VAT revision (3,500) (3,500) Rental paid (4,500) (2,250) (8,000) (5,750) Credit institution lower financing charge from the sale and rent-back operation 45,000 45,000 Accrued charges and deferred income Spread surplus value on sale and rent-back operation (4,188) (4,188) Spread surplus value recognised in income statement 279 140 (3,909) (4,048) Effect of taxes on adjustments above 360 68 Net adjustment on equity (4,886) (4,321)

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7.8. REPORT OF THE STATURORY AUDITOR’S REPORT ON THE PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

To the shareholders and the Board of Directors of Pinguin NV

We report on the pro forma financial income statement and pro forma balance sheet (the “Pro forma financial information”) set out in chapter 7.7 Pro Forma Consolidated Financial Information 2006/2007 of the Prospectus dated October 18, 2007 (the “Prospectus”), which has been prepared on the basis described in note 7.7.1 and 7.7.2., for illustrative purposes only, to provide information about how the Lutosa-transaction might have affected the pro forma financial information as if this transaction had occurred per January 1, 2006 and per January 1, 2007. This report is required by Annex II item 7 of Commission Regulation (EC) No 809/2004 (the “Prospectus Regulation”) and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities It is the responsibility of the directors of the Company (the “Directors”) to prepare the Pro forma financial information in accordance with Annex I item 20.2 and Annex II items 1 to 6 of the Prospectus Regulation.

It is our responsibility to form an opinion, as to the proper compilation of the Pro forma financial information based on the accounting policies adopted by the Company in preparing the financial statements.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information. Basis of Opinion We conducted our work in accordance with the applicable professional standards of the Institute of Company Auditors in Belgium. In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial information. The work that we performed for the purpose of making this report, consisted primarily of comparing the unadjusted financial information with the consolidated IFRS financial statements of the Pinguin Group and the consolidated BE GAAP financial statements of the Lutosa Group, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the Directors.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside Belgium, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards or practices.

Opinion In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and

(b) such basis is consistent with the accounting policies of the Company which were applied in the last consolidated annual accounts or as they will be applied in the following consolidated annual accounts for those items and valuation rules which are specific for the Lutosa activities.

Kortrijk, October 18, 2007

DELOITTE Bedrijfsrevisoren BV o.v.v.e. CVBA Represented by Mario Dekeyser

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7.9. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR PINGUIN AND LUTOSA IN 2006 SUPPLEMENTED WITH ESTIMATES RELATING TO THE IMPACT OF THE RECENT ACQUISITIONS OF PART OF THE ACTIVITIES OF PADLEY VEGETABLES AND CHRISTIAN SALVESEN FOODS.

7.9.1. The financial data relating to the acquired activities of Padley Vegetables and Christian Salvesen Foods. The pro forma consolidated financial information for Pinguin and Lutosa for the calendar year 2006 is supplemented with financial data relating to the acquired activities of Padley Vegetables and Christian Salvesen Foods. This information has been prepared for illustration purposes only and consequently does not represent the actual financial position and performance of the acquired Padley Vegetables and Christian Salvesen Foods. These financial data have not been prepared in accordance with the accounting and valuation rules which are applied to the consolidated financial statements of the Pinguin Group or which will be applied in the subsequent consolidated financial statements of the Pinguin Group for these items and valuation rules which are specific to the acquired activities of Padley Vegetables and Christian Salvesen Foods. This means, among other things, that this information has the following limitations:

- The accounting and valuation rules comply with UK GAAP as being applied to the management reports of these activities before they were acquired by the Pinguin Group;

- The reported periods do not coincide with the 2006 calendar year: for Padley vegetables, management reporting data are available for a period of nine months, from August 2006 up to and including April 2007, and are extrapolated over a period of 12 months; for Christian Salvesen Foods, management reporting data are available for a period of 12 months, from April 2006 up to and including March 2007;

- The acquired assets of Christian Salvesen Foods are not valued at fair value; consequently no deferred taxes are recorded and no adjustment has been made to the goodwill as a result of the fair value adjustments;

- In both cases the acquired activities of Padley Vegetables and Christian Salvesen Foods concern asset deals relating to divisions of Padley Vegetables and the Christian Salvesen Foods Group, respectively, whereby the Pinguin Group has not acquired the whole of the division, whereas the available data relate more to the division in which the acquisition has taken place and in which the specific part of the acquired activities cannot be entirely differentiated;

These limitations are mainly caused by the lack of historical financial data that only relate to the activities acquired by the Pinguin Group. Additionally the historical financial data contain a number of intragroup charges because some activities were carried out and managed at group level. The Pinguin Group has no access to these charge mechanisms from the past. Moreover, these charged costs may differ considerably from the real costs within the Pinguin structure. 7.9.2. Financial Data Christian Salvesen Foods This information has been prepared for illustration purposes only and consequently does not represent the actual financial position and performance of the acquired activities of Christian Salvesen Foods. The transaction whereby the activities of Christian Salvesen Foods were acquired by the Pinguin Group concerns an asset deal within a division of the Christian Salvesen Group. As the Pinguin Group does not acquire the entire division the existing information at the level of division is not relevant for the activities that only relate to the acquired assets. Reporting within the Christian Salvesen Group was after all at a global level and not at the level of the activities acquired by the Pinguin Group. The figures relate to the entire Christian Salvesen Foods business segment while the Pinguin Group only acquired a number of sites. For this reason the data is based, as far as turnover and EBIT are concerned, on the available management reporting of the acquired sites. The available figures contain a number of intragroup charges because some activities were carried out and managed at group level. The Pinguin Group has no access to these charge mechanisms from the past. Moreover, these charged costs may differ considerably from the real costs within the Pinguin structure. With this asset deal the management of the Pinguin Group aims to obtain additional critical mass and achieve operational synergies in the area of customers, product lines, logistics, packaging and sites in order to thus accelerate the growth and profitability of its activities in the United Kingdom. The

243

restructuring exercise that this involves could have a resultant material impact on the organisation and operations of the various sites and therefore also have an impact on the financial structure and costs. This exercise could lead to important savings as a result of the synergies between the various sites. The impact hereof is not included in the financial figures below. The tangible fixed assets were included in the balance below against an acquisition value of 6.9 million EUR as if the acquisition occurred at the beginning of the calendar year 2006. On the basis of an estimated economic life of the material of six years, a depreciation charge is included at an annual amount of EUR 1.1 million. This adjustment has been made in the balance sheet and in the profit and loss account. The acquired inventories were included at an acquisition value of EUR 19.8 million. The acquisition of the activities of Christian Salvesen Foods was financed by means of a bridging credit for an amount of EUR 26.7 million. This bridging credit is included as a short-term liability, pending the outcome of the discussions on the partial conversion of this bridging credit into long-term credits. Because the items included in the profit and loss account only relate to the operating results, the interest costs are not included in the balance or profit and loss account. The consolidated reserves only include the annual depreciation charges. Since the profit and loss account only relates to the operating result, the entire result has not been included in the consolidated reserves. Other headings in the balance that will be influenced by the acquisition of the activities of Christian Salvesen Foods will be mentioned under point 7.9.4. Abovementioned balance-sheet data do not yet include any adjustments for possible effects of the inclusion of identifiable assets, liabilities and contingent liabilities at fair value in the context of acquisition accounting (cf. IFRS 3 – Business Combinations). The revenues relate to sales from the acquired sites of Christian Salvesen Foods for the period April 2006 up to and including March 2007. Considering that sales of frozen vegetables is relatively constant on a monthly basis and is therefore independent of the seasonal character of the production activities, this assumption did not appear illogical to management. The operating result has been adjusted only in respect of the depreciation on the basis of the acquisition value and the economic life. 7.9.3. Financial Data Padley Vegetables This information has been prepared for illustration purposes only and consequently does not represent the actual financial position and performance of the acquired activities of Padley Vegetables. The transaction in which the activities of Christian Salvesen Foods were acquired by the Pinguin Group concerns an asset deal within a division of the Padley Group. The last closed financial year of Padley Vegetables Ltd. ended at July 30, 2005 (12 months). Considering that Pinguin has no information available on the financial year of 22 months of Padley Vegetables Ltd. that ended on May 31, 2007, the profit and loss account was based on historical data based on the management reporting on the 9 months from August 2006 up to and including April 2007. The available figures contain a number of intragroup charges because some activities were carried out and managed at group level. The Pinguin Group has no access to these charge mechanisms from the past. Moreover, these charged costs may differ considerably from the real costs within the Pinguin structure. With this asset deal the management of the Pinguin Group aims to obtain additional critical mass and achieve operational synergies in the area of customers, product lines, logistics, packaging and sites in order to thus accelerate the growth and profitability of its activities in the United Kingdom. The restructuring exercise that this involves could have a resultant material impact on the organisation and operations of the various sites and therefore also have an impact on the financial structure and costs. This exercise could lead to important savings as a result of the synergies between the various sites. The impact hereof is not included in the financial figures below.

244

The acquired tangible fixed assets were included in the balance below at a fair value of 3.1 million EUR as if the acquisition occurred at the beginning of the calendar year 2006. On the basis of an estimated economic life of the material of six years, a depreciation charge is included at an annual amount of EUR 0.5 million. This adjustment has been made in the balance sheet and in the profit and loss account. A rental contract is being concluded for the buildings. With the Padley acquisition, no inventories were acquired on the date of the acquisition. Due to Padley remaining active as supplier of vegetables Pinguin concluded an agreement in which the vegetables used will be invoiced against normal supplier terms on a monthly basis. The acquisition of the activities of Padley Vegetables has been financed by means of vendor financing repayable over a period of six years. With regard to this financing, an initial repayment of EUR 0.1 million has already been made. Thereafter the annual repayments amount to EUR 0.2 million (including interest). Because the items included in the profit and loss account only relate to the operating results the interest costs are not included in the balance or profit and loss account. The consolidated reserves include only the depreciation charge for the year as well as the negative goodwill in the result. Since the profit and loss account only relates to the operating result, the entire result has not been included in the consolidated reserves. Other headings in the balance that will be influenced by the acquisition of the activities of Padley Vegetables will be mentioned under point 7.9.4. The revenue figure has been arrived at on the basis of a linear extrapolation of financial data for a period of nine months from August 2006 up to and including April 2007, in order to arrive at a period of 12 months. Considering that the sales of frozen vegetables is relatively constant on a monthly basis and is therefore independent of the seasonal character of the production activities, this assumption did not appear illogical to management. The operational result was only adapted with regards to the depreciation based on fair value and the economic life (0.5 million EUR), the contractual additional rent charges (0.5 million EUR) and the negative goodwill included in the result (1.6 million EUR). 7.9.4. Evolution of the various balance sheet items As sketched above a number of assumptions are suppressed in this estimate of the balance sheet and profit and loss account. The inclusion of the acquisition price is one of these assumptions. It should be noted that a number of items can vary significantly with respect to the acquisition balance in the course of the year. Fixed assets The fixed assets may vary due to the possible effects of the inclusion of identifiable assets, liabilities and contingent liabilities at fair value in the context of acquisition accounting (cf. IFRS 3 – Business Combinations). In the balance sheet presented above, the fair value for the acquired assets of Padley Vegetables was already included. This is not the case for the acquired assets of Salvesen Foods. Receivables No unsettled trade receivables were included for either of the asset deals. Since the acquisitions on June 4 and September 10, respectively, the sales of the former Padley Vegetables and Salvesen Foods are now completely through Pinguin Foods UK Ltd. It can therefore be expected that the accounts receivable will increase considerably due to the extra sales, based on the accepted terms for payment in the United Kingdom and in the sector. Inventories The inventories of Salvesen Foods were acquired on the basis of actual inventory present on September 10, 2007. The seasonal character of the vegetable industry caused by climatological patterns explains why inventory levels are the highest in November and December and at the lowest in May and June of every year.

245

In the case of the acquisition of Padley Vegetable no inventories were acquired on the date of the acquisition. However the use up to and including September is invoiced as a function of actually consumed amounts. As a function of this the trade payables can change considerably. The purchased vegetables from the new season will also result in raised trade payables because of the extra activities via Pinguin Foods UK Ltd. It must also be mentioned this year that due to the extreme weather conditions the yield of the fields are considerably lower than in a normal year, which also means that the inventories are at a lower level than normal. Reserves The reserves will change as a function of the results of the operations with the understanding that a number of one-off restructuring efforts will be carried out in order to bring these activities as quickly as possible up to the level of the Pinguin standards. Trade payables No unsettled trade payables were included for either of the deals. After the acquisition the purchases are now invoiced to Pinguin Foods UK Ltd. due to which Pinguin expects that these extra activities will generate a noticeable increase of the trade payables, based on the accepted terms of payment in the United Kingdom and in the sector. Financial liabilities As stated the financial liabilities will change as a function of the increased demand for working capital. As mentioned above Pinguin is currently negotiating refinancing of its existing loans and acquisition liabilities for a credit volume of 140 million Euros. The following table contains the pro forma consolidated balance sheet of the Pinguin Group and the Lutosa Group supplemented with estimates relating to the impact of the acquisitions of the activities of Padley Vegetables and Salvesen Foods.





SHEET 31/12/2006 FIXED ASSETS 200,461 5,768 2,570 Intangible assets 573 Goodwill 102,266 Tangible fixed assets 97,075 5,768 2,570 - Land and buildings 26,684 - Plant, machinery and equipment 62,430 5,768 2,570 - Furniture and vehicles 1,869 - Other tangible fixed assets - Assets under construction and advance payments 30 - Leasing and similar rights 6,062 Financial fixed assets 155 - Participating interests 125 - Receivables 30 Deferred tax assets 0 Long-term receivables 392 - Other receivables 392 CURRENT ASSETS 156,339 19,832 Inventories 68,371 19,832 - Raw materials and consumables 9,564 1,022 - Work in progress and finished products 58,799 18,810 - Goods for resale 8 Receivables 80,139 - Trade receivables 75,245 - Other receivables 4,894 Financial assets 2,617

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- Derivatives 113 - Investments 2,504 Cash and cash equivalents 3,917 Deferred charges and accrued revenues 1,295 TOTAL ASSETS 356,800 25,600 2,570

Pinguin Group

including Lutosa Group CS Foods Padley Vegetables



SHEET 31/12/2006 SHAREHOLDERS’ EQUITY 106,116 -1,147 1,079 Capital 113,250 - Issued capital 113,250 Share premiums Consolidated reserves -8,490 -1,147 1,079 Cumulative translation adjustments -325 Minority interests 1,681 AMOUNTS PAYABLE IN MORE THAN ONE YEAR 105,968 1,138 Provisions relating to pensions and similar rights 14 Other provisions 283 Financial debts 76,111 1,138 - Financial leases 4,215 - Credit institutions 70,162 - Bond loans 1,332 - Other 402 1,138 Other liabilities Deferred tax liabilities 29,560 AMOUNTS PAYABLE IN ONE YEAR OR LESS 144,716 26,747 353 Financial liabilities 65,367 26,747 353 - Current portion of non-current financial liabilities 14,705 - Credit institutions 50,621 - Others 41 26,747 353 Trade payables 62,782 Advances received on contracts Tax payables 4,245 Remuneration and social security 6,110 Other amounts payable 1,828 Accrued charges and deferred revenues 4,384 TOTAL LIABILITIES 356,800 25,600 2,570

The following table contains the pro forma summary income statement of Pinguin and Lutosa supplemented with estimates relating to the impact of the acquisitions of the activities of Padley Vegetables and Salvesen Foods.

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Pinguin Group

including Lutosa Group CS Foods Padley Vegetables





On the assumption that the turnover of the acquired activities of Padley Vegetables and of Salvesen Foods under IFRS are at the same level as under UK GAAP then the turnover of the pro forma consolidation of Pinguin and of Lutosa has been raised by the acquired activities from Padeley Vegetables and from Salvesen Foods by an amount of 442,828 thousand euro. When interpreting this amount the limitations described under 7.9.1 must be taken into account.

Documents

Pinguin Prospectus 18.10.2007_Uk