BONDUELLE - First Half-Year 2016-2017 Financial Re

  BONDUELLE

A French SCA (Partnership Limited by Shares) with a capital of 56,000,000 Euros Head Office: La Woestyne 59173 Renescure, France Registred under number: 447 250 044 (Dunkerque Commercial and Companies Register)

First Half Year 2016-2017 Financial Results (1 ^st July 2016 - 31 ^st December 2016)

Activity and profitability in line with the annual objectives and Acquisition in USA

Turnover growth and stable profitability Strengthening of the financial structure and decrease of the debt Acquisition of Ready Pac Foods in USA Annual growth and profitability objectives confirmed at the high end of the target range

The 2016-2017 half-year financial statements were reviewed by the General Partner, then by the Supervisory Board on the 28 ^th of February 2017 and checked by the Statutory Auditors.

Significant Results

In an ever changing economic, financial and consumption climate and despite the difficult harvests observed in Summer 2016, the Bonduelle Group displayed its resilience with an activity growth and a profitability largely maintained. Its robust historical activities enable the group to consider, with confidence, the next development stage with the acquisition of Ready Pac Foods.

Turnover

The Bonduelle Group's turnover stands for the 1 ^st half of financial year 2016-2017 at 1,025.6 million of euro, a growth of + 1.9% on a like-for-like basis* and of + 1.4% based on reported figures.

Activi ty by Geographic Region

Activity by Operating Segments

Europe Zone For the first half of FY 2016-2017, the Europe zone's turnover remains virtually unchanged at - 0.8% on a like for like basis* and - 0.9% based on reported figures. The canned operating segment experienced a downturn over quarter 2 that was related to the lower promotional activities which were largely linked, in turn, to the harvest deficits registered in Summer 2016. The frozen segment achieved positive growth over the period, witnessing the recovery of the food service activity. Lastly, the fresh processed (delicatessen) and ready to eat (fresh-cut salad in bags) segment showed an overall stability in sales linked to an Italian market for fresh-cut salad in bags that continued to be difficult and the deterioration of production conditions in Spain (floods) at the end of the period. As for the delicatessen segment, a return to strong positive growth was observed in the second quarter.

Non-Europe Zone The Non-Europe zone's turnover recorded a 6.6% growth on a like for like basis* and 5.3% based on reported figures over the first 6 months despite a high basis for comparison notably in Russia coupled with a consumption climate for this area showing no real signs of recovery. In North America, the activity continued to experience strong growth, notably in Canada.  In South America, the repositioning of the canned range enabled the group to resume growth.

Operating Profitability

The current operating result stands at 61.- million of euro with a current operating margin at 5.9% against 64.- million and 6.3% respectively on the 31 ^st of December 2015. The additional cost related to the difficult harvests observed in summer 2016 in France, Russia and United States, recorded in part on the first half of this FY, coupled with a downturn of the activity in Russia, whose margins have nevertheless been preserved, explained the comparative evolution of profitability. After non recurrent items (- 0.7 million of euro), the operating profitability stands at 60.3 million of euro against 62.9 last FY, consistent with the annual objective disclosed.

Net Result

Financial charges reached 9.5 million of euro against 10.3 million of euro recorded on the 31 ^st of December 2015, reflecting the decrease of the group's net debt and the lower average cost of debt (2.79% against 3.40%). After result of companies consolidated by equity method and corporate tax deduction with an effective tax rate of 28.5% over the period, the net income owner interest stands at 36.5 million of euro, representing 3.6% of the turnover, virtually unchanged compared with last FY.

Financial Situation

The group's net financial debt was set on the 31 ^st of December 2016 at 584.2 million of euro, at a debt peak when considering the seasonal nature of its activity, against 668.2 million of euro on the 31 ^st of December 2015, a decrease of 84 million of euro. The debt ratio (net financial debt to shareholders' equity) falls below parity at 0.96 against 1.26 last FY, attesting the ability of the group to generate free cash flow. With an average maturity debt of 3.7 years and a disintermediated rate at 49 %, the group's financial structure is fully compatible with the acquisition of Ready Pac Foods.

Highlights

Acquisition of Ready Pac Foods

Bonduelle, the world leader of ready-to-eat vegetables, present in canned, frozen, fresh cut and delicatessen has announced on the 23 ^rd of February 2017 an agreement to acquire Ready Pac Foods, the U.S. market leader in single serve salad bowls. Based in California, Ready Pac Foods is the #1 producer of single-serve salad bowls in the U.S. through its Bistro Bowl® suite of products and its legacy of innovation and culinary expertise. Ready Pac Foods is also a producer of fresh-cut produce, offering packaged salads, fresh-cut fruits, and mixed vegetables to its retail and foodservice customers. With 4 production facilities located in Irwindale (CA), Jackson (GA), Florence and Swedesboro (NJ), and employs about 3,500 full-time employees. Ready Pac Foods generates approximately $800M of revenues, with a national presence in the U.S. and a wide customer base. This milestone transaction is a key step in Bonduelle's strategic ambition VegeGo! 2025 of being "the world reference in "well living" through vegetable products". This acquisition will strengthen Bonduelle's international footprint and dramatically change its profile, making the U.S. the largest country of operations, continuing a longstanding track record of successful acquisitions in North America, in particular Aliments Carrière, Canada, in 2007 and Allens, USA in 2012, and the fresh category, its first business segment. This transaction will also offer new opportunities to Ready Pac Foods business partners and deliver significant value to Bonduelle's shareholders. This acquisition, which is fully compatible with Bonduelle's strong financial profile, perfectly fits with its strategic plan and will strengthen its leadership positions in its core business lines:

• development of Bonduelle's business in the consumer convenience and healthy food segments,
• increasing presence in the fast growing segment of fresh prepared vegetables,
• reinforcement of footprint in North America, of a size, post transaction, equivalent to the European Union in Bonduelle's geographical portfolio.

Ready Pac Foods will become Bonduelle 5 ^th 's business unit, dedicated to the Fresh business in the Americas and named Bonduelle Fresh Americas (BFA), along with Bonduelle Long Life Europe (BELL), Bonduelle Fresh Europe (BFE), Bonduelle Eurasia Markets (BEAM) and Bonduelle Americas (BAM). The latter being devoted to canned and frozen vegetables in Americas from North to South will be renamed Bonduelle Americas Long Life (BALL).

The transaction agreed on the basis of a purchase price (enterprise value) of 409 million of dollars shows a multiple below 11 times adjusted EBITDA estimated for FY 2016-2017; lower than the comparable food market transaction multiples for the snacking and healthy eating operating segments. This acquisition, accretive as of 2017-2018, financed by debt, will keep to the group its investment grade profile with an estimated pro forma leverage ratio (net debt to recurring EBITDA) of 3.5 on the 30 ^th of June 2017. Closing of the transaction is expected in the 4 ^th quarter of FY 2016-2017, following approvals by the relevant regulatory authorities, notably the US Anti-Trust authorities.

Outlooks

Based on the first half year performances, the group is confident in achieving targets at the higher end of the initial range, i.e. a turnover growth of 2 to 3 % and in a stable operating margin on a like for like basis*, excluding the acquisition of Ready Pac Foods.

*at constant scope of consolidation and exchange rates

Next financial events

- 2016-2017 3 ^rd Quarter FY Turnover:                                3 ^rd of May 2017 (after stock exchange trading session) - 2016-2017 Financial Year Turnover:                        2 ^nd of August 2017 (after stock exchange trading session) - 2016-2017 Annual Results:                                     3 ^rd of October 2017 (prior to stock exchange trading session)

Find the complete recorded Half Year results on www.bonduelle.com

About Bonduelle

Bonduelle, a family business, was established in 1853. Its mission is to be the world reference in "well-living" through vegetable products. Prioritising innovation and long-term vision, the group is diversifying its operations and geographical presence. Its vegetable, grown over 128.000 hectares all over the world, are sold in 100 countries under various brand names and through various distribution channels and technologies. Expert in agro-industry with 54 industrial sites or own agricultural production, Bonduelle produces quality products by selecting the best crop areas close to its customers. Bonduelle is listed on Euronext compartment B Euronext indices: CAC MID & SMALL - CAC ALL TRADABLE - CAC ALL SHARES Bonduelle is part of the Gaïa non-financial performance index and employee shareholder index (I.A.S.) Code ISIN : FR0000063935 - Code Reuters : BOND.PA - Code Bloomberg : BON FP

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