GREENYARD FOODS Limited Liability Company 9042 Gent, Skaldenstraat 7c

Transcription

1 GREENYARD FOODS Limited Liability Company 9042 Gent, Skaldenstraat 7c (the Company or Greenyard Foods NV) LER Ghent, branch Ghent VAT BE-0402,777, Special report of the board of directors of Greenyard Foods NV pursuant to article 673 and 677 juncto 730 of the Companies Code in respect with the partial demerger by acquisition of De Weide Blik NV in favor of Greenyard Foods NV. The board of directors of the Company has convened an extraordinary shareholders meeting in order to approve the partial demerger proposal of De Weide Blik NV in favor of Greenyard Foods NV, as elaborated on 22 April 2015 by the boards of directors of the companies concerned, in accordance with articles 673 and 677 juncto 728 of the Companies Code, and filed with the Clerk s Office of the Commercial Court of Ghent, branch Ghent, and with the Clerk s Office of the Commercial Court of Antwerp, branch Mechelen, on 23 April The board of directors proposes to the extraordinary shareholders meeting of the Company of 19 June 2015 to approve the partial demerger by acquisition pursuant to articles 673 and 677 juncto 728 of the Companies Code (the Partial Demerger) of De Weide Blik NV, a limited liability company incorporated and existing under the laws of Belgium, having its registered office at 2860 Sint- Katelijne-Waver, Strijbroek 10, registered with the Crossroads Bank for Enterprises under number LER Antwerp, branch Mechelen, 0536,525,608, and VAT number BE-0536,525,608 (De Weide Blik NV). As a result of the Partial Demerger: (i) twenty-five million (25,000,000) shares (the Shares) of FieldLink NV, a limited liability company incorporated and existing under the laws of Belgium, having its registered office at 2860 Sint-Katelijne-Waver, Strijbroek 10, registered with the Crossroad Bank of Enterprises under enterprise number LER Antwerp, branch Mechelen, 0847,600,648, and VAT number BE-0847,600,648, (FieldLink NV), owned by De Weide Blik NV, representing 95.39% of the share capital and having a book value of eighty million nine hundred and six thousand two hundred eighty-eight euros and thirty-five eurocents (EUR 80,906,288.35). 1

2 (ii) a debt of De Weide Blik against FieldLink NV for an amount of two million four hundred thirty-six thousand nine hundred and one euros and eighty-one eurocents (EUR 2,436,901.81) (de Debts), and (iii) a proportion of the equity of De Weide Blik NV, being ( ) a proportion of the share capital amounting to forty million five hundred seventy-four thousand nine hundred seventy-seven euros and one eurocent (EUR 40,574,977.01), ( ) a proportion of the legal reserve of one million eight hundred ninety-four thousand seven hundred twenty euros and forty-eight eurocent (EUR 1,894,720.48) and ( ) a proportion of the accumulated profits of thirty-five million nine hundred ninety-nine thousand six hundred eighty-nine euros and five eurocents (EUR 35,999,689.05) (a Proportion of the Equity) (the Shares, the Debts and the Proportion of the Equity will be jointly referred to as the Demerged Equity) will be transferred to Greenyard Foods NV in exchange for the issuance to the shareholders of De Weide Blik NV of twenty million nine hundred seventy-nine thousand one hundred and twelve (20,979,112) shares (the New Shares) of Greenyard Foods NV, issued at an issue price of seventyeight million four hundred sixty-nine thousand three hundred eighty-six euros and fifty-four eurocents (EUR 78,469,386.54). No issue premium will be recorded in respect with the Partial Demerger. The New Shares will be issued below the par value of the existing shares. The par value of the New Shares is three euros and seventy-four eurocents (EUR 3.74). In addition to the Partial Demerger in the context whereof the board of directors has drafted this special report pursuant to article 730 of the Companies Code (BCC), the shareholders will at the extraordinary shareholders meeting of the Company also deliberate about and decide a.o. on the following transactions: the contribution in kind pursuant to article 602 BCC by Stichting Administratiekantoor FieldLink, a foundation incorporated and existing under the laws of The Netherlands, having its registered office at 2988 DB Ridderkerk, the Netherlands, and located at 2988 DB Ridderkerk, the Netherlands, Handelsweg 20, registered at the Chamber of Commerce of Rotterdam, the Netherlands, under number (STAK FieldLink) of one million two hundred and seven thousand one hundred eighteen (1,207,118) shares of FieldLink NV representing 4.61% of the share capital of FieldLink NV, at a contribution value of seventeen million four hundred ten thousand nine hundred forty-two euros (EUR 17,410,942.00) (the Contribution of FieldLink NV shares). In exchange for the Contribution of FieldLink NV shares, one million nineteen thousand seven hundred fifty-seven (1,019,757) shares of Greenyard Foods will be issued to STAK FieldLink at the issue price of seventeen million four hundred and ten thousand nine hundred forty-two euros (EUR 17,410,942.00). Due to the aforementioned Contribution of FieldLink NV shares, the share capital will be increased by six million two hundred fifty-eight thousand one hundred eighty euros and forty eurocent. (EUR 6,258,180.40). The difference between the amount of the capital increase and the contribution value will be recorded as issue premium, and this for an amount of eleven million one hundred fifty-two thousand seven hundred sixty-one euros and sixty eurocents (EUR 11,152,761.60). The issue premium concerned will be incorporated in the share capital, together with the issue premium already booked in the annual accounts of the Company, the issue premium, which will be recorded following the Contribution of Peatinvest NV shares, and the issue premium, which will be recorded following the exercise of the Gimv warrants, after approval of all transactions. 2

3 and the contribution in kind pursuant to article 602 BCC by the shareholders of Peatinvest NV, a limited liability company incorporated and existing under the laws of Belgium, having its registered office at 9042 Ghent, Skaldenstraat 7, registered with the Crossroads Bank for Enterprises under enterprise number LER Ghent, branch Ghent, 0461,693,373 and VAT number BE-0461,693,373, of all fifteen thousand five hundred seventy (15,570) shares of Peatinvest NV, representing the entire share capital of Peatinvest NV, at a contribution value of sixty million euros (EUR 60,000,000) (the Contribution of Peatinvest NV shares). In exchange for the contribution in kind of the Peatinvest NV shares, three million five hundred and fourteen thousand one hundred ninety-six (3,514,196) shares of Greenyard Foods NV will be issued to the shareholders of Peatinvest NV at an issue price of sixty million euros (EUR 60,000,000). Due to the Contribution of Peatinvest NV shares, the share capital will increase by twenty-one million five hundred sixty-six thousand three hundred eighty-five euros and fortyfive eurocents (EUR 21,566,385.45). The difference between the amount of the capital increase and the contribution value will be recorded as issue premium, and this for a total amount of thirty-eight million four hundred thirty-three thousand six hundred fourteen euros and fifty-five eurocents (EUR 38,433,614.55). The issue premium concerned will be incorporated in the share capital together with the issue premium already recorded in the annual accounts of the Company, the issue premium which will be recorded following the Contribution of FieldLink NV shares, and the issue premium which will be recorded following the exercise of the Gimv warrants, after approval of all transactions. The Partial Demerger, the Contribution of FieldLink NV shares, and the Contribution of Peatinvest NV shares will be conditional on one another in the framework of the envisaged business combination between the Greenyard Foods groep (controlled by the Greenyard Foods NV), the Univeg group (controlled by FieldLink NV) and the Peltracom group (controlled by Peatinvest NV). Business information about the Greenyard Foods group, the Univeg group and the Peltracom group can be consulted on their respective website: with regard to the Greenyard Foods group: with regard to the Univeg group: and with regard to the Peltracom group: The key figures of the combined Greenyard Foods group are attached as Annex III to this special report. The terms and conditions of the Partial Demerger, the Contribution of FieldLink NV shares and the Contribution of Peatinvest NV shares are further described in the Partial Demerger and Contribution Agreement concluded on 8 May 2015 between De Weide Blik NV, FieldLink NV, Greenyard Foods NV, Peatinvest NV, de De Weide Blik shareholders, Stak FieldLink the Peatinvest NV shareholders and certain Greenyard Foods NV shareholders. In that respect, this detailed special report of the board of directors of the Company, drafted in accordance with articles 673 and 677 juncto article 730 BCC, reports on the status of the equity of the companies involved in the Partial Demerger, contains a description and a justification from a legal and economic point of view of the desirability of the partial demerger, the conditions and the way it will be executed and its consequences, the methods used to determine the exchange ratio of the shares, the relative importance of these methods, the valuation resulting from the use of each method, the difficulties that may have arisen and the proposed exchange ratio. 3

4 Pursuant to article 733 of the Companies code, the shareholders of Greenyard Foods NV and De Weide Blik NV respectively will be able to take note at the registered seat of Greenyard Foods NV and De Weide Blik NV of this special report and any other corporate document which should be made available to the shareholders at the latest one month before 19 June 2015, the date whereon the extraordinary shareholders meeting will be held. The special reports of the boards of directors will also be published on the website of Greenyard Foods NV ( under the section Financial Information Shareholders Meetings and on the Univeg group s website ( 1. INTRODUCTION The proposed partial demerger by acquisition (the Partial Demerger) of De Weide Blik NV, a limited liability company incorporated and existing under the laws of Belgium, having its registered office at 2860 Sint-Katelijne-Waver, Strijbroek 10, registered with the Crossroads Bank of Enterprises under enterprise number LER Antwerp, branch Mechelen, 0536,525,608 and VAT number BE- 0536,525,608 (De Weide Blik NV) in favor of Greenyard Foods NV. As a result of the Partial Demerger: (i) (ii) twenty-five million (25,000,000) shares (the Shares) of FieldLink NV, a limited liability company incorporated and existing under the laws of Belgium, having its registered office at 2860 Sint-Katelijne-Waver, Strijbroek 10, registered with the Crossroad Bank of Enterprises under enterprise number LER Antwerp, branch Mechelen, 0847,600,648, and VAT number BE-0847,600,648, (FieldLink NV), owned by De Weide Blik NV, representing 95.39% of the share capital and having a book value of eighty million nine hundred and six thousand two hundred eighty-eight euros and thirty-five eurocents (EUR 80,906,288.35), a debt of De Weide Blik NV against FieldLink NV for an amount of two million four hundred thirty-six thousand nine hundred and one euros and eight-one eurocents (EUR 2,436,901.81) (the Debts), and (iii) a proportion of the equity of De Weide Blik NV, being ( ) a proportion of the share capital of forty million five hundred seventy-four thousand nine hundred seventy-seven euros and one eurocent (EUR 40,574,977.01), ( ) a proportion of the legal reserve of one million eight hundred ninety-four thousand seven hundred and twenty euros and forty-eight eurocents (EUR 1,894,720.48) and ( ) a proportion of the accumulated profits of thirty-five million nine hundred ninety-nine thousand six hundred eighty-nine euros and five eurocents (EUR ,05) (a Proportion of the Equity) (hereafter referred to as the Demerged Equity), 4

5 will be transferred to Greenyard Foods NV, a limited liability company incorporated and existing under the laws of Belgium, having its registered office at 9042 Ghent, Skaldenstraat 7c, registered with the Crossroad Bank of Enterprises under enterprise number LER Ghent, branch Ghent, 0402,777,157 and VAT-number BE-0402,777,157 (the Company or Greenyard Foods NV) in exchange for the issuance in favor of the shareholders of De Weide Blik NV of twenty million nine hundred seventy-nine thousand one hundred and twelve (20,979,112) shares of Greenyard Foods NV, at a contribution value of seventy-eight million four hundred sixty-nine thousand three hundred eighty-six euros and forty-five eurocents (EUR 78,469,386.54). No issue premium will be recorded following the Partial Demerger. The New Shares will be issued below the par value of the existing shares. The par value of the New Shares is three euros seventy-four eurocent (EUR 3.74). No assets of De Weide Blik NV other than the Shares and no liability of De Weide Blik NV, other than the Debts and a Proportion of the Equity will be transferred to Greenyard Foods NV in respect with the Partial Demerger. Due to a share pledge agreement ( share pledge agreement ) of 8 December 2014, twenty-four million nine hundred ninety-nine thousand nine hundred ninety-nine (24,999,999) Shares were encumbered with a share pledge in favor of KBC Bank NV. The share pledge in favor of KBC Bank was granted as a security in respect with a bank loan which was granted to De Weide Blik NV in order to finance its activities. As stipulated in the Partial Demerger and Contribution Agreement, the share pledge will have to be released prior to the extraordinary shareholders meeting of 19 June. Prior to the scheduled extraordinary shareholders meeting of 19 June 2015, KBC Bank NV has to confirm that, subject to the approval of the Partial Demerger, it agrees with the release of the share pledge, so that all Shares at the moment of the Partial Demerger will be unencumbered with any pledge, security or any other right of a third party. The board of directors of De Weide Blik NV is of the opinion that KBC Bank NV will agree with the release of the share pledge, subject to approval of the Partial Demerger. 2. DESCRIPTION OF THE EQUITY OF THE COMPANIES INVOLVED IN THE PARTIAL DEMERGER De Weide Blik NV Identity of De Weide Blik NV De Weide Blik is a limited liability company incorporated and existing under the laws of Belgium, having its registered office at Sint-Katelijne-Waver, Strijbroek 10, registered with the Crossroads Bank of Enterprises under enterprise number LER Antwerp, branch Mechelen, 0536,525,608 and VAT number BE-0536,525,608. 5

6 De Weide Blik NV has been incorporated by notarial deed executed by Notary Stephane Van Roosbroeck, with offices at Boechout, on 4 July 2013 with the corporate name Appel, of which an excerpt was published in the Annexes to the Belgian Official Journal of 18 July 2013 under number The articles of association have been amended (i) by notarial deed executed by notary Stephane Van Roosbroek, with offices at Boechout on 29 July 2013, including the amendment of the corporate name to De Weide Blik, of which an excerpt was published in the Annexes to the Belgian Official Journal of 21 January 2015 under number The share capital of De Weide Blik NV amounts to eighty-six million eight hundred ten thousand five hundred euros (EUR 86,810,500). It is represented by eight million seven hundred and fifty thousand (8,750,000) registered shares without nominal value. The share capital has been fully paid up. The corporate purpose of De Weide Blik NV is set out in article 3 of its articles of association: ( ) The company s purpose is, in Belgium and abroad: the holding of participating interests in Belgian and foreign companies, associations and enterprises, in any form whatsoever, the acquisition by way of purchase, subscription or in any other way, and the transfer by way of sale, exchange or in any other way of shares, bonds, debenture stocks, loan instruments or any other securities, and the management, the development and the administration of its portfolio. The investment in among others, but not limited thereto, the vegetables and fruit sector and other related sectors; including project management, management, co-ordination and promotion of among others, but not limited to, the sale of fruit and vegetables, the study, the trade and industry, the import and export, and the representation of all kinds of fruit and vegetables, and all related articles and accessories. The performance of all studies and operations concerning all immovable goods and rights such as the purchase, sale, lease and sub-lease, operation, direct or contracted, exchange, allotment and, in general, all operations relating directly or indirectly to the management or making productive, for its own or for others, of all developed or undeveloped immovable properties; this including project management, management, co-ordination and promotion of construction works, the study, trade and industry, import and export, and representation of all building materials, and all accessories and related articles; The entering into all undertakings of surety, guarantee, or any guarantees whatsoever and all actions of mandate, agency or commission in relation to the above-mentioned operations. The company may carry out all actions directly or indirectly relating to its purpose or which are of a nature to facilitate the realisation thereof. The company may acquire, lease or let, produce, transfer or exchange all movable or immovable goods, both tangible as intangible. The company may grant loans, in any form and for any amount or duration whatsoever, and may proceed to the issue of bonds, debenture stocks and all other loan instruments. The company may grant security for its own obligations or for obligations of third parties, inter alia by pledging movable goods, including its own business, or by mortgaging its immovable goods. The company may co-operate with, participate or invest in, or in any way whatsoever, directly or indirectly, take participating interests in companies or associations already existing or to be incorporated. The company may carry out the mandates of director, manager, member of a management committee or liquidator in, and exercise supervision or control over companies and associations. This list is illustrative and not exhaustive. ( ) 6

7 Equity of De Weide Blik NV On December 2014, the assets of De Weide Blik NV (amounting to two hundred twenty-eight million three hundred and thirteen thousand six hundred eighteen euros and eighty-four eurocents (EUR 228,313,618.84)) consisted of financial fixed assets of two hundred one million three hundred sixtynine thousand five hundred seventy-eight euros and twenty-seven eurocents (EUR 201,369,578.27), including the shareholdings in FieldLink NV with a book value of eighty million nine hundred and six thousand two hundred eighty-eight euros and thirty five eurocents (EUR 80,906,288.35). These assets were financed by way of own resources for an amount of one hundred sixty-seven million eight hundred eighty-five thousand eight hundred ninety-seven euros eighty-one eurocents (EUR 167,885,897.81). The financial debts amounted to fifty-eight million sixty-one thousand nine hundred and one euros eight-one eurocents (EUR 58,061,901.81). The financial debts payable within one year amounted to two million one hundred eighty-seven thousand seven hundred seventy-five euros and three eurocents (EUR 2,187,775.03). The annual accounts of De Weide Blik NV as of 31 December 2014 were already audited by the statutory auditor, but were not yet approved by the annual shareholders meeting. 7

8 An overview of the assets and liabilities of De Weide Blik NV as of 31 December 2013 prior to the Partial Demerger is set out below (the annual accounts of De Weide Blik NV as of 31 December 2014 are not yet approved by the annual shareholders meeting) : ASSETS LIABILITIES Financial fixed assets Equity Affiliated companies Share capital to demerge Legal reserve Other financial assets - shares Accumulated profits Financial debts Receivables payable after more than one year Subordinated loans Other receivables Banks

9 Other amounts payable Receivables payable within one year to demerge Trade receivables Other receivables Debts within one year Other debts Deposits and investments Trade debts Other investments Taxes Cash Accrued charges and deferred income Accrued charges and deferred income An overview of the assets and liabilities of the Demerged Equity of De Weide Blik NV as of 31 December 2014 is set out below (the annual accounts of De Weide Blik NV as of 31 December 2014 are not yet approved by the annual shareholders meeting) : ASSETS 80,906, EUR LIABILITIES 80,906, EUR Financial fixed assets 80,906, EUR Equity 78,469, EUR Affliliated companies 80,906, EUR Share capital EUR 40,574, Legal reserve EUR 1,894, Accumulated profits EUR 35,999, Financial debts 2,436, Other debts EUR EUR 9

10 2,436, ASSETS LIABILITIES An overview of the assets and liabilities of De Weide Blik NV after the Partial Demerger is set out below (the annual accounts of De Weide Blik NV as of 31 December 2014 are not yet approved by the annual shareholders meeting): 10

11 Financial fixed assets Equity Affiliated companies Share capital Other financial assets - shares Legal reserve Accumulated profits Financial debts Receivables payable after more than one year Subordinated loans Other receivables Banks Receivalbes payable within one year Trade receivables Other receivables Debts payable within one year Other loans Deposits and investments Trade debts Other investments Taxes Cash Accrued charges and deferred income Accrued charges and deferred income Description of the Demerged Equity, including the Shares of FieldLink NV As described above, by means of the Partial Demerger (i) twenty-five million (25,000,000) Shares of FieldLink NV, owned by De Weide Blik NV, representing 95.39% of the share capital and having a book value of eighty million nine hundred and six thousand two hundred eighty-eight euros and thirty-five eurocents (EUR 80,906,288.35), 11

12 (ii) a debt of De Weide Blik NV against FieldLink NV for an amount of two million four hundred thirty-six thousand nine hundred and one euros and eight-one eurocents (EUR 2,436,901.81), and (iii) a proportion of the equity of De Weide Blik NV, being ( ) a proportion of the share capital of forty million five hundred seventy-four thousand nine hundred seventy-seven euros and one eurocent (EUR 40,574,977.01), ( ) a proportion of the legal reserve of one million eight hundred ninety-four thousand seven hundred and twenty euros and forty-eight eurocents (EUR 1,894,720.48) and ( ) a proportion of the accumulated profits of thirty-five million nine hundred ninety-nine thousand six hundred eighty-nine euros and five eurocents (EUR ,05), will be transferred to Greenyard Foods NV. Due to a share pledge agreement ( share pledge agreement ) of 8 December 2014, twenty-four million nine hundred ninety-nine thousand nine hundred ninety-nine (24,999,999) Shares were encumbered with a share pledge in favor of KBC Bank NV. The share pledge in favor of KBC Bank was granted as a security in respect with a bank loan which was granted to De Weide Blik NV in order to finance its activities. As stipulated in the Partial Demerger and Contribution Agreement, the share pledge will have to be released prior to the extraordinary shareholders meeting of 19 June. Prior to the scheduled extraordinary shareholders meeting of 19 June 2015, KBC Bank NV has to confirm that, subject to the approval of the Partial Demerger, it agrees with the release of the share pledge, so that all Shares at the moment of the Partial Demerger will be unencumbered with any pledge, security or any other right of a third party. The board of directors of De Weide Blik NV is of the opinion that KBC Bank NV will agree with the release of the share pledge, subject to approval of the Partial Demerger. An overview of the assets and liabilities of the Demerged Equity of De Weide Blik NV as of 31 December 2014 is set out below (the annual accounts of De Weide Blik NV as of 31 December 2014 are not yet approved by the annual shareholders meeting) : 12

13 ASSETS 80,906, EUR LIABILITIES 80,906, EUR Financial fixed assets 80,906, EUR Equity 78,469, EUR Affliliated companies 80,906, EUR Share capital EUR 40,574, Legal reserve EUR 1,894, Accumulated profits EUR 35,999, Financial debts 2,436, EUR Other debts EUR 2,436, FieldLink NV is the holding company controlling the entire Univeg group. The contributed Shares of FieldLink NV represent 95.39% of the share capital. The other one million two hundred and seven thousand one hundred eighteen (1,207,118) shares of FieldLink NV, representing 4.61% of the share capital, are owned by STAK FieldLink and will be contributed to Greenyard Foods NV by way of the Contribution of FieldLink NV shares. In exchange for the contribution by De Weide Blik NV of the Demerged Equity, twenty million nine hundred seventy-nine thousand one hundred twelve (20,979,112) New Shares of Greenyard Foods will be issued at a contribution value of seventy-eight million four hundred sixty-nine thousand three hundred eighty-six euros and fifty-five eurocents (EUR 78,469,386.54). No issue premium will be recorded following the Partial Demerger. The New Shares will be issued below the par value of the existing shares. The par value of the New Shares is three euros seventy-four eurocents (EUR 3.74) Description of FieldLink NV and the Univeg group FieldLink NV: FieldLink is a limited liability company, incorporated and existing under the laws of Belgium, having its registered office at 2860 Sint-Katelijne-Waver, Strijbroek 10, registered with the Crossroads Bank for Enterprises under number LER Antwerp, branch Mechelen, 0847,600,648, and VAT number BE- 0847,600,648. FieldLink NV has been incorporated by notarial deed executed before Notary Frank Liesse, associated notary, with office at Antwerp, on 23 July 2012 with the corporate name FieldLink, of which an 13

14 excerpt was published in the Annexes to the Belgian Official Journal of 2 August 2012 under number The articles of association have several times been amended and last by notarial deed executed before Notary Stephane Van Roosbroeck, with office at Boechout, on 16 April 2014, of which an excerpt is published in the Annexes to the Belgian Official Journal of 12 May 2014 under number The corporate purpose of the Company is set out in article 3 of its articles of association : ( ) The company s purpose is, in Belgium and abroad: the holding of participating interests in Belgian and foreign companies, associations and enterprises, in any form whatsoever, the acquisition by way of purchase, subscription or in any other way, and the transfer by way of sale, exchange or in any other way of shares, bonds, debenture stocks, loan instruments or any other securities, and the management, development and administration of its portfolio. The performance of all studies and operations concerning all immovable goods and rights such as the purchase, sale, lease and sub-lease, operation, direct or contracted, exchange, allotment and, in general, all operations relating directly or indirectly to the management or making productive, for its own or for others, of all developed or undeveloped immovable properties; this including project management, management, co-ordination and promotion of construction works, the study, trade and industry, import and export, and representation of all building materials, and all accessories and similar articles; entering into all undertakings of surety, guarantee, or any guarantees whatsoever and all actions of mandate, agency or commission in relation to the above-mentioned operations. The company may carry out all actions directly or indirectly relating to its purpose or which are of a nature to facilitate the realisation thereof. The company may acquire, lease or let, produce, transfer or exchange all movable or immovable goods, both tangible as intangible. The company may grant loans, in any form and for any amount or duration whatsoever, and may proceed to the issue of bonds, debenture stocks and all other loan instruments. The company may grant security for its own obligations or for obligations of third parties, inter alia by pledging movable goods, including its own business, or by mortgaging its immovable goods. The company may co-operate with, participate or invest in, or in any way whatsoever, directly or indirectly, take participating interests in companies or associations already existing or to be incorporated. The company may carry out the mandates of director, manager, member of a management committee or liquidator in, and exercise supervision or control over companies and associations. This list is illustrative and not exhaustive. ( ) On the date this special report was drafted, the share capital of FieldLink NV amounts to nine million three hundred ninety-nine thousand six hundred eighty-three euros and thirty-eight eurocents (EUR 9,399,683.38). It is represented by twenty-six million two hundred and seven thousand one hundred eighteen (26,207,118) shares without nominal value. The share capital is fully paid up. The par value of the existing shares is thirty-five eurocents (EUR 0.35) per share. FieldLink NV is the holding company controlling the entire Univeg group Univeg group: 14

15 The Univeg group is a vertically integrated world leader in the sourcing and the supply of high quality fresh and fresh-cut fruit and vegetables, with a strong global presence in the fresh produce market and strategically complementary products and services. The Univeg group is also active in the sale of a great variety of flowers and plants. Business information on the Univeg group can be consulted on the hereafter mentioned website: The Univeg group has a particularly strong presence in Europe, supplying the largest food retailers. The Univeg group s largest market shares by revenue are in The Netherlands, Belgium and Germany and the strong generalist position in these countries is complemented by the broadening of an offering through an increasing presence in France, the United Kingdom and the United States. In the financial year ended 31 December 2014, the Univeg group reported revenues of EUR 3,300,000,000. The sales department of the Univeg group is supported by strong sourcing capabilities in Europe s most important horticultural countries, such as Spain, Italy and The Netherlands. Furthermore, in order to procure a year-round supply of fresh produce, the Univeg Group has developed strong sourcing capabilities in other key exporting regions around the world, such as South Africa and Latin- America. The source markets and the sales markets are connected by strategically located European logistics and distribution capabilities, helping to operate a vertically integrated business model over the entire value chain from production to delivery. The Univeg group has facilities located in key import hubs in The Netherlands, Belgium, Germany and Italy. The Univeg group also operates a network of technologically advanced service and distribution centers, where value-added services, such as cold storage, ripening, order picking and customer label packaging, are provided before distributing produce to customers own distribution facilities or directly to their stores. The Univeg group is a vertically integrated world leader in the sourcing and the supply of high-quality fresh and fresh-cut fruit and vegetables, supplying 19 out of 20 of the largest food retailers in Europe and many large food retailers in the United States. The fruit and vegetables division is the core business and generates the vast majority of its revenues, accounting for 95 % or EUR 3,000,000,000, of FieldLink NV s total revenue during the financial year which ended on 31 December The Univeg group believes that the leading position in the global fresh produce market is partly a result of offering customers the most complete range of products. Its fruit and vegetables offering includes the following product categories: vegetables, tropical fruit, deciduous fruit, citrus fruit, stone fruit, fair-trade and organic produce, pre-cut vegetables and herbs and dried fruit. Besides its core activities, the Univeg group supplies a range of flowers and plants, including cut flowers, potted plants and plant arrangements, to supermarkets, home improvement stores and garden centres in Germany and the United Kingdom. Part of the flowers and plants division s total sales volumes are cultivated by FieldLink NV itself. The majority are imported and sourced locally from third party suppliers. The business of the flowers and plants division represents 3 %, or EUR 99,430,000, of the Univeg group s revenues during the financial year, which ended on 31 December

16 The Univeg group supplies to 19 out of 20 of the Europe s largest food distributors. In the financial year, which ended on 31 December 2014, 73,2 % of the total turnover of the Univeg group resulted from the 10 largest clients who have been Univeg group s client for over 20 years. The following table sets forth a breakdown of revenues of Univeg group for top five end sales markets: Region Turn-over generated in the financial year ended on 31 December 2014 (EUR in millions) Germany 1,465.3 The Netherlands Belgium United Kingdom France Other A structure chart of the most important companies is set out below: 16

17 17

18 The most important subsidiaries of the Univeg group which are directly or indirectly controlled by FieldLink NV are listed below. Name of the most important subsidiaries Univeg Belgium NV Ben Fresh NV Fresh Transport NV (formerly European Food Transport NV) Nova Veg Logistics NV Univeg Holding BV Univeg Fruitpartners BV Univeg BV Univeg Trade Benelux BV Univeg Finance BV Univeg Nederland Exploitatie BV Bakker Barendrecht BV Univeg Katope France SAS Univeg Germany Beteiligungs GmbH UNIVEG Germany GmbH & Co KG Pastari Gemusevertrieb GmbH & Co KG Univeg Iberia SL Univeg Iberia SCS Univeg Trade Spain SA Univeg Logistics Portugal SA Univeg Trade Italia Srl Winchester Growers Ltd Univeg Katope UK Ltd Univeg Trade Poland SA Bakker Trans sro Bakker sro Mahindra UNIVEG Private Limited Univeg Supply Chain Services BV Grupo Yes Procurement Marketing SL Univeg America Co Shareholdings (direct/indirect) 51% 94% 60% 40% 50% 18

19 2.2. Greenyard Foods NV Identity of Greenyard Foods NV The limited liability company Greenyard Foods, having its registered office at 9042 Ghent, Skaldenstraat 7c, registered with the Crossroads Bank for Enterprises under enterprise number LER Ghent, branch Ghent, 0402,777,157, and VAT number BE-0402,777,157, has the status of a company which made or has made a public offering, in accordance with article 438 BCC. Greenyard Foods NV has been incorporated by notarial deed executed before Notary Roger Vandenweghe with office at Zonnebeke, on 16 May 1968 under the company name Pinguin, of which an excerpt was published in the Annexes to the Belgian Official Journal of 20 May 2068 under the number The corporate name was changed in Greenyard Foods by notarial deed executed before Notaris Christophe Blindeman, with office at Ghent, on 18 July 2013, of which an excerpt was published in the Annexes to the Belgian Official Journal of 30 July 2013 under number The articles of association were last amended by notarial deed executed before Notary Niek Van der Straeten, with office at Destelbergen, on 19 September 2014, of which an excerpt has been published in the Annexes to the Belgian Official Journal on 10 October 2014 under number Greenyard Foods NV has according to Article 3 of the Articles of Association as corporate purpose: ( ) 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 purpose, whether through contribution in cash or kind, merger, subscription, participation, financial mediation, or in some other manner. This list is exemplary and non-exhaustive. The company can, furthermore, undertake everything that directly or indirectly can contribute to the realisation of its purposes in the broadest sense. ( ) 19

20 On the date of this special report, the share capital of the Company amounts to one hundred and one million ten thousand nine hundred seventy-one euros and sixty-nine eurocents (EUR 101,010,971.69). It is represented by sixteen million four hundred fifty-nine thousand five hundred twenty (16,459,520) Shares, without nominal value. The share capital is fully paid up. The par value of the existing shares is (rounded off) six euros and fourteen eurocents (EUR 6.14) per share. No later than the date on which the extraordinary shareholders meeting of the Company of 19 June 2015 will be held, during which it will deliberate and decide on the Partial Demerger, the Contribution of FieldLink NV shares and the Contribution of Peatinvest NV shares, (i) Gimv NV, having its registered office at 2018 Antwerp, Karel Oomsstraat 37, registered with the Crossroads Bank for Enterprises under enterprise number LER Antwerp, branch Antwerp, 0220,324,117, and VAT number BE-0220,324,117, (ii) Gimv-XL Partners Invest Comm.V., having its registered office at 2018 Antwerp, Karel Oomsstraat 27, registered with the Crossroads Bank for Enterprises under enterprise number LER Antwerp, branch Antwerp, 0527,982,975, and VAT-number BE- 0527,982,975, and (iii), Adviesbeheer Gimv-XL NV, having its registered office at 2018 Antwerp, Karel Oomsstraat 27, registered with the Crossroads Bank for Enterprises under enterprise number LER Antwerp, branch Antwerp, 0823,740,430. and VAT number BE-0823,740,430, will, in accordance with the provisions of the Partial Demerger and Contribution Agreement as described above, jointly exercise their two million four hundred thousand (2,400,000) warrants by way of a cash contribution of twenty-five million five hundred eighty-four thousand euros (EUR 25,584,000). In exchange for their cash contribution and the exercise of their warrants, two million four hundred thousand (2,400,000) new shares of the Company will be issued. Due to the exercise of the Gimv warrants, the share capital will be increased by fourteen million seven hundred twenty-eight thousand six hundred thirty-nine euros and twenty-three eurocents (EUR 14,728,639.23). The difference between the amount of the capital increase and the cash contribution will be recorded as issue premium, and this for the total amount of ten million eight hundred fifty-five thousand three hundred and sixty euros and seventy-seven eurocents (EUR 10,855,360.77). The issue premium concerned will be incorporated in the share capital, together with the issue premium already recorded in the annual accounts of the Company, the issue premium which will be recorded following the Contribution of FieldLink NV Shares and the issue premium which will be recorded following the Contribution of Peatinvest NV Shares. After the exercise of the Gimv warrants, though before the incorporation of the issue premium, the share capital of the Company will amount to one hundred fifteen million seven hundred thirty-nine thousand six hundred and ten euros and ninety-two eurocents (EUR 115,739,610.92). The share capital will be represented by eighteen million eight hundred fifty-nine thousand five hundred twenty (18,859,520) shares without nominal value. The par value of the existing shares remains unchanged Equity of Greenyard Foods NV Based on the draft annual accounts as of 31 March 2015, the net assets of Greenyard Foods NV was composed as follows (the draft annual accounts as per 31 March 2015 of Greenyard Foods were not yet approved by the annual shareholders meeting): 20

21 Assets Intangible fixed assets and start-up expenses 19,174,342 Tangible fixed assets 28,783,481 Financial fixed assets 221,772,802 Receivables payable after more than one year 154,267,760 Stocks and work in progress 35,601,214 Receivables payable within one year 60,515,960 Cash at bank and in hand 16,207,558 Deferred charges and accrued income 382,168 Total 535,705,286 Liabilities Provisions and deferred taxes 192,528 Debts payable after more than one year 232,355,927 Debts payable within one year 116,343,342 Accruals and deferred income 13,753,911 Total 362,645,708 Net asset value 174,059,578 The assets, as mentioned in the draft annual account, consisted mainly of financial fixed assets amounting to EUR 221,772,802 and receivables payable after more than one year amounting to EUR 154,267,760. The financial fixed assets cover the net book value of the shareholdings in the different subsidiaries and other shareholdings. The receivables payable after more than one year represent the loans granted to the different subsidiaries. Regarding the liabilities, the equity amounts to EUR 174,059,578. The long-term debt amounting to EUR 232,355,927 consists mainly of a bond loan of EUR 150,000,000 on the one hand and a roll-over credit line for the remaining amount on the other hand. The financial debts payable within one year amount to EUR 116,343,342. The key figures of the combined Greenyard Foods group are attached as Annex III to this special report. 21

22 3. ADVANTAGES OF THE PARTIAL DEMERGER Context of the proposed Contribution and the capital increase. The food industry in general, and in particular the vegetables and fruit sector, is confronted with a contradiction between on the one hand generally acceptable knowledge and consumer behavior on the other hand. A large number of health and environmental studies have demonstrated that: the deterioration in alimentary diets, both developed and developing countries, causing increasing health concerns (such as obesity diabetes and cardiovascular diseases) which put pressure on national health care budgets, and a growing world population calls for renewable food categories with a substantially lower environmental footprint. Consumer behavior, on the other hand, is changing very slowly. Although the consumption of fruit and vegetables (hereinafter in the tables referred to as F&G ) addresses both societal challenges listed above, the actual consumption pattern, especially in the western world, remains stable, and declines even in certain markets. The actual consumption of vegetables in Europe per day and per person (approximately 175 grams) is far below the recommended portion of 300 grams per day. Within the EU, fruit consumption per day and per person is on average 136 grams, or 45% below the recommended amount of 250 grams. In Belgium, specifically, the recommended combined amount of fruit and vegetables is set at 550 grams per day while the amount actually consumed is about 310 grams per day. 22

23 This is caused by a number of societal trends: lifestyle changes (convenience, individualisation, out of home eating) lead to substitution by food categories offering fat, salt and sugar indulgence. the fruit and vegetables industry has been slow in communicating about and, relatedly, adapting to changing consumer lifestyles. the fruit and vegetables industry is still highly fragmented, offers few marketing brands and many competing categories (frozen versus canned versus fresh). This can have a confusing and sometimes even deterring effect on consumers. 23

24 The fruit and vegetables industry in which the Combined Greenyard Foods group operates is estimated at EUR 101,000,000,000, (in 2012 in 28 EU countries). The main characteristics of this industry are described below. Non-cyclical fruit and vegetables are considered basic consumer necessities and are therefore non-cyclical, volumes are relatively immune to economic sentiment; growth drivers include population growth and increased focus on healthy food (partly as a result of increased governmental focus on this topic). Commodity yet relationship based fruit and vegetables are considered to be commodity products as differentiation (besides quality, availability and service) is difficult and prices are typically set by the market; in the fruit and vegetable market, some consumer brands exist and command a premium but remain an exception rather than the rule; good and long-term relationships with key buyers from retail chains is key; category management and innovative concepts provide opportunities to offer distinguishing products. Origin the more northern a region is, the higher the share of imported fruit (and vegetables); locally grown products are said to be preferred, but consumers appear to often ignore origin; raw materials for frozen and canned fruit and vegetables are sourced near the production facilities but can be exported globally; 24

25 for fresh fruit and vegetables, desired year-round availability is realised by sourcing globally. Fragmented industry the supply side is fragmented, with thousands horticultural entrepreneurs active in EU. the rest of the supply chain is, although still fragmented, consolidating as entry barriers to the industry increase. Seasonal the fruit and vegetables production is seasonal, with the exception of tropical products and some greenhouse production; the fresh division realises the highest results in the first half of the calendar year (in particular in Spring); the results of the division prepared fruit and vegetables are less sensitive to seasonality, but with higher importance in the second half of the calendar year. Consolidated retail landscape in most EU countries, the food retail market is rather consolidated, with powerful leading players; most are credit-worthy, making obtaining credit insurance easier; fruit and vegetables are an important and differentiating category for food retailers (representing approximately 10 % of total food sales); traditional food retailers are challenged by discounters upgrading their fruit and vegetables section Business rationale of the envisaged transactions, including the Contribution and the capital increase. On 13 April 2015, the board of directors of the Company announced that a letter of intent had been signed with respect to a business combination between the Greenyard Foods Group, the Univeg Group and the Peatinvest Group to create a global leader in fruit and vegetables. The proposed combination has the potential to create a unique global player in the fruit and vegetables market, capable of offering the full range of frozen, canned and fresh products. The combination of the Greenyard Foods Group, the Univeg Group and the Peatinvest Group creates a global market leader with combined sales in excess of EUR 3.7 billion. Mr Hein Deprez, Chairman of the Greenyard Foods Group, the Univeg Group and the Peatinvest Group stated in the press release of the Company of 13 April 2015 : ( ) Creating a combined group offering fresh, frozen and canned fruit and vegetables will be beneficial to growers, consumers, retailers, employees and shareholders. We believe societal trends call for a broader view on fruit and vegetable consumption. ( ) 25

26 Today, these are the market positions of the respective groups: the Univeg Group is #3 in fresh fruit and vegetables globally. the Greenyard Foods Group is #2 in frozen and #5 in canned fruit and vegetables in Europe. the Peatinvest group is #3 in soil improvers and growing media in Europe. Together, the Combined Greenyard Foods group believes it will become the #1 player worldwide active in all these segments. It will serve 28 of the top 30 European retailers with more than 8,000 FTEs in three divisions: fresh fruit and vegetables; prepared fruit and vegetables; and soil improvers and growing media 26

27 The Greenyard Foods Group will operate in 27 countries and will own globally 32 ripening, packing and service centers for year-round offering and focused sales in the best markets for fresh produce. The prepared fruit and vegetables division will operate 13 state-of-the-art production facilities, whereas the growing media division will operate nine installations spread over 5 countries. The three groups complement each other for a full range offering towards the retailer and the consumer. 27

28 The business rationale for the business combination focuses on three axes: have a meaningful impact on the market The business combination will be better positioned to catalyse and affect market changes and consumption patterns. grow market share The business combination will be better positioned to grow market share via consumer based innovations and category management, in close cooperation with its retail customers. create cross-fertilisation and synergies A number of commercial and operational synergies will enable the business combination to grow revenues faster than the individual groups. 28

29 3.3. Strategy and key strengths of the Combined Greenyard Foods Group The joint mission of the Combined Greenyard Foods Group is : ( ) To make lives healthier by helping people enjoy vegetables & fruit at any moment of the day. Easy, fast and pleasurable. ( ) 29

30 The joint group strategy aims at creating a platform of know-how (nutritional value, pricing, best practices, etc.) and potential for category management beyond the boundaries of fresh and prepared fruit and vegetables. The business combination is based on the following axes: leading the industry in nutritional thinking and education : to leverage on a unique credibility and thought leadership; transcend competition between fresh and prepared fruit and vegetables: to leverage the complementarity of the business combination; establish partnerships with retailers: to leverage the business combination s experience in consumer-based category management and efficiencies; create an inspirational platform: to consistently engage and activate consumers on their fruit and vegetables consumption. 30

31 The key investment highlights for the business combination are: an unique global player in fresh and prepared fruit & vegetables and growing media; a proven track record in successful mergers and acquisitions; an excellent sourcing capabilities; a control of the entire supply chains; a long standing relationships with blue chip retailers; an unique logistics and distribution capabilities; a large potential in cross-fertilisation and synergies; a leadership in food safety and corporate social responsibility, and a strong management team and deeply engaged shareholders 31

32 32

33 4. JUSTIFICATION FOR THE CALCULATION METHOD OF THE CONTRIBUTION VALUE AND THE EXCHANGE RATIO IN RESPECT WITH THE PARTIAL DEMERGER 4.1. Calculation of the contribution value and the exchange ratio in respect with the Partial Demerger The contribution value of the Demerged Equity amounts to seventy-eight million four hundred sixtynine thousand three hundred eighty-six euros and fifty-four eurocents (EUR 78,469,386.54), i.e. the book value of the Demerged Equity (the Contribution Value). The book value of the Demerged Equity which is contributed to the Company, amounts to seventy-eight million four hundred sixtynine thousand three hundred eighty-six euros and fifty-five eurocents (EUR 78,469,386.54) as of 31 December The exchange ratio was determined taking into account the valuation methodology, as set out in the document Valuation methodology attached as Annex I to this special report. The financial export Lazard SPRL was appointed by the Company to confirm the fairness of the contribution value and the exchange ratio. The fairness opinion issued by financial experts Lazard SPRL is attached as Annex II to this special report. The Partial Demerger and Contribution Agreement, as described above, provides for the safeguards which are usual for this type of transactions between professional parties related to the composition of the Demerged Equity in the context of the Partial Demerger, the contributed shares of FieldLink NV in the context of the Contribution of FieldLink NV shares, the contributed Shares of Peatinvest NV in the context of the Contribution of Peatinvest NV shares, including the customary representations and warranties in favor of Greenyard Foods NV. The Partial Demerger, the Contribution of FieldLink NV shares and the Contribution of Peatinvest NV shares will be conditional on one another in the framework of the envisaged business combination between the Greenyard Foods group (controlled by the Company), the Univeg group (controlled by FieldLink NV) and the Peltracom group (controlled by Peatinvest NV). Due to the Partial Demerger, twenty-five million (25,000,000) shares of FieldLink NV, owned by De Weide Blik NV, will be contributed to Greenyard Foods NV. The shareholdings concerned represent 95.39% of the share capital of FieldLink NV. Based on the valuation methodology, as set out in the document Valuation methodology attached as Annex I to this special report, the number newly shares of Greenyard Foods NV to be issued is determined at twenty million nine hundred seventy-nine thousand one hundred and twelve (20,979,112). The Demerged Equity which is contributed to the Company consists of twenty-five million (25,000,000) shares of FieldLink NV, minus a debt for an amount of two million four hundred thirtysix thousand nine hundred and one euros and eighty-one eurocents (EUR 2,436,901.81). The Demerged Equity is valuated at three hundred eighty-five million one hundred fifty-two thousand one hundred fifty-six euros (EUR 358,152,156), namely EUR 378,000,000 (retained value of FieldLink NV) x 25,000,000 / 26,207,118 (shareholding of De Weide Blik NV in FieldLink NV) 2,436, EUR (demerged debt of De Weide Blik NV). 33

34 Twenty million nine hundred seventy-nine thousand one hundred twelve (20,979,112) new shares of Greenyard Foods NV will be provided to the shareholders of De Weide Blik NV in exchange for the contribution in kind of the Demerged Equity of De Weide Blik NV. The retained value per share of the Company in exchange for the contribution in kind of the Demerged Equity is: The compensation per newly issued share of the Company in exchange for the contribution of the Demerged Equity is: The Contribution value retained by the boards of directors takes also into account the representations and warranties granted by the parties, as set out in the Partial Demerger and Contribution Agreement, concluded on 8 May These relate to the customary representations and warranties given by the FieldLink guarantors (i.e. Deprez Holding NV, Good Company civil company, Green Valley SA, Sujajo Investments SA, Sticker Consulting BVBA, Argalix BVBA and Intal BVBA) in favor of Greenyard Foods, including two specific guarantees relating to (i) the amounts due by Orchards Invest NV and her subsidiaries to Univeg Belgium NV or any other subsidiary of FieldLink NV amounting to USD 9,741,000, and (ii) the deferred tax assets of FieldLink NV as recognized in the consolidated annual accounts of FieldLink NV as of 31 December The key figures of the combined Greenyard Foods group are attached as Annex III to this special report Assessment of the transaction pursuant to article 524 BCC. A committee of independent directors, assisted by BNP Paribas Fortis NV as independent financial expert and Eubelius CVBA as independent legal expert, issued its advice to the board of directors of the Company pursuant to article 524 BCC, in which it has ruled on the entire transaction. The conclusion of such advice of the committee of independent directors reads as follows: VII. The opinion of the committee of independent directors 31. The Committee finalized this opinion on 8 May 2015 in view of the meeting of the board of directors of 8 May 2015 based on the information then available. The Committee reserves the right, should any further relevant information become available between 8 May 2015 and 19 June 2015 that may impact the content and/or the conclusion of this report, to submit an amended report to the board of directors. 32. The Committee of independent directors, assisted by BNP Paribas Fortis NV as independent financial expert and Eubelius CVBA as independent legal expert, has concluded unanimously that the creation of a combined group with fresh, frozen and canned vegetables and fruits is to the benefit of Company and its shareholders. 34

35 The Committee is of the opinion, based on the reports by BNP Paribas Fortis NV and Lazard SPRL, financial expert appointed by the Company, that the exchange ratio of the Transaction (see VI.2) is not of the nature to cause a disadvantage to the Company which is, in the light of the Company s strategy, manifestly illegitimate and detrimental to the Company, taking into account that the Company does not provide any representations and warranties to the shareholders of the Univeg and Peatinvest Groups. To achieve this conclusion, the Committee takes into account the advice of Eubelius CVBA that the Company has for the most part received customary representations and warranties, considering also the overall equilibrium of the Transaction. The Transaction entails certain consequences in terms of the financing of the newly composed Greenyard group for which the Company has protected itself in the short term by means of the necessary waivers and a bridge facility agreement. In the longer term, the Company will have to pay due attention to the capital structure of the new group and appropriate covenants will have to be negotiated with the various lenders (in function of the new group structure). Management will have to endeavour to make this an opportunity for the benefit of the Company and its shareholders. Finally, the structure of governance and management of the Company following the Transaction are to be in line with the recommendations of the Belgian Corporate Governance Code Given the aforementioned considerations and after having discussed the terms of the Transaction with BNP and Eubelius, the Committee is of the opinion that the Transaction is not of a nature to cause detriment to the Company which, in the light of the strategy conducted by the Company, would be manifestly illegitimate. The Committee also believes that it is unlikely that the Transaction would lead to disadvantages for the Company that will not be outweighed by benefits to it resulting from the Transaction. This conclusion will be included in the annual report of the Company. ( ) 5. MODALITIES OF THE PARTIAL DEMERGER 5.1. Demerged Equity Due to the Partial Demerger, De Weide Blik NV will transfer the Demerger Equity to Greenyard Foods NV pursuant to articles 673 and 677 juncto article 728 and following BCC for which the shareholders of De Weide Blik NV will receive the New Shares. No asset of De Weide Blik NV other than the Shares and no liability other than the Debts and a Proportion of the Equity will be transferred to Greenyard Foods NV due to the Partial Demerger. Due to a share pledge agreement ( share pledge agreement ) of 8 December 2014, twenty-four million nine hundred ninety-nine thousand nine hundred ninety-nine (24,999,999) Shares were encumbered with a share pledge in favor of KBC Bank NV. The share pledge in favor of KBC Bank was granted as a security in respect with a bank loan which was granted to De Weide Blik NV in order to finance its activities. As stipulated in the Partial Demerger and Contribution Agreement, the share pledge will have to be released prior to the extraordinary shareholders meeting of 19 June. Prior to the scheduled extraordinary shareholders meeting of 19 June 2015, KBC Bank NV has to confirm that, subject to the approval of the Partial Demerger, it agrees with the release of the share pledge, so that all Shares at the moment of the Partial Demerger will be unencumbered with any pledge, security or any other right of a third party. The board of directors of De Weide Blik NV is of the opinion that KBC Bank NV will agree with the release of the share pledge, subject to approval of the Partial Demerger. In addition, De Weide Blik NV has provided a Letter of Comfort for a subsidiary (the Subsidiary) to a large client and certain members of its group (the Client). The Letter of Comfort contains, in 35

36 short, (i) a guarantee for the execution of the commitments engaged by the subsidiary or other suppliers in the group with regard to the Client, (ii) guarantees related to the group companies of De Weide Blik NV which are not direct or indirect shareholders of the Subsidiary; (iii) guarantees related to the equity ratio of De Weide Blik NV and the equity ratio, preservation of the shareholders equity and the solvency levels of the Subsidiary; (vi) the obligation to negotiate a reasonable compensation to the Client in case of a change of control in the subsidiary after 1 January 2018 according to a certain used methodology; and (vii) imposing an obligation under (v) to each acquirer of shares or assets of the Subsidiary and the payment of a certain compensation in case of infringement. After the written approval of the Client with regard to the change of control in the Subsidiary and the release of certain guarantees granted with regard to entities belonging to the Univeg group have been obtained, this Letter of Comfort has to be transferred to Greenyard Foods NV in the context of a Partial Demerger Direction of the transaction The proposed transaction will consist of the transfer of a part of the equity of De Weide Blik NV, namely the Demerged Equity, to Greenyard Foods NV. The choice for a partial demerger of De Weide Blik NV has its origin in the wish of the shareholders of De Weide Blik NV to become a direct shareholder of Greenyard Foods NV after the transaction Compensation for the transfer of the Demerged Equity Based on the valuation methodology, as set out in the document Valuation methodology attached as Annex I to this special report, the number of shares of Greenyard Foods NV to be issued is determined at twenty million nine hundred seventy-nine thousand one hundred twelve (20,979,112). The Contribution value retained by the boards of directors takes also into account the representations and warranties granted by the parties, as set out in the Partial Demerger and Contribution Agreement, concluded on 8 May These relate to the customary representations and warranties given by the FieldLink guarantors (i.e. Deprez Holding NV, Good Company civil company, Green Valley SA, Sujajo Investments SA, Sticker Consulting BVBA, Argalix BVBA and Intal BVBA) in favor of Greenyard Foods, including two specific guarantees relating to (i) the amounts due by Orchards Invest NV and her subsidiaries to Univeg Belgium NV or any other subsidiary of FieldLink NV amounting to USD 9,741,000, and (ii) the deferred tax assets of FieldLink NV as recognized in the consolidated annual accounts of FieldLink NV as of 31 December

37 The shareholders of De Weide Blik NV will receive twenty million nine hundred seventy-nine thousand one hundred and twelve (20,979,112) new shares of Greenyard Foods NV in exchange for the contribution in kind of the Demerged Equity of De Weide Blik NV to Greenyard Foods NV. The issue price of the New Shares of the Company is three euros seventy-four eurocents (EUR 3.74) per share (the Issue Price). The New Shares will be fully paid up. The New shares are shares benefiting from the same rights (i.e. including dividend rights) as the existing Greenyard Foods NV shares. No additional payment of any other remuneration in cash will be made Terms of issuance of the New Shares Immediately after the approval of the Partial Demerger, the board of directors of Greenyard Foods NV will register the New Shares in dematerialized form on the securities account in the name of the shareholders of De Weide Blik NV in proportion to their shareholdings in the share capital of De Weide Blik NV on the date of the Partial Demerger. The new shares of the Company will be listed for trade on Euronext Brussels, after a similar information document in the meaning of article 18, 1, of the Law of 16 June 2006 on the public offering of investment instruments and on the admission of investment instruments to trading on regulated markets has been prepared, which is considered by the Financial Services and Markets Authority (FSMA) to be equivalent to the information that should be included in a prospectus. If the dematerialization and listing were not executed on the date of issue, the New Shares will initially be of a registered form Profit entitlement of the New Shares. The New Shares will therefore be entitled to a share of the profits of Greenyard Foods NV as of 1 April 2015, being the commencement date of the current financial year of Greenyard Foods NV. 37

38 5.6. Amount of the capital increase As a result of the Partial Demerger, the share capital of Greenyard Foods NV will be increased by seventy-eight million four hundred sixty-nine thousand three hundred eight-six euros and fifty-four eurocents (EUR 78,469,386.54). No issue premium will be recorded. 6. IMPACT OF THE PROPOSED PARTIAL DEMERGER ON THE SITUATION OF THE EXISTING SHAREHOLDERS, IN PARTICULAR WITH RESPECT TO THEIR SHARE IN THE PROFITS AND THE SHARE CAPITAL On the date of this special report, the share capital of the Company amounts to one hundred and one million ten thousand nine hundred seventy-one euros and sixty-nine eurocents (EUR 101,010,971.69). It is represented by sixteen million four hundred fifty-nine thousand five hundred and twenty (16,459,520) shares without nominal value. The share capital is fully paid up. The par value of the existing shares is (rounded off) six euros and fourteen eurocents (EUR 6.14) per share. No later than the date on which the extraordinary shareholders meeting of the Company of 19 June 2015 will be held, during which there will be deliberated about and decided on the Partial Demerger, the Contribution of FieldLink NV shares and the Contribution of Peatinvest NV shares (i) Gimv NV, having its registered office at 2018 Antwerp, Karel Oomsstraat 37, registered with the Crossroads Bank for Enterprises under the enterprise number LER Antwerp, branch Antwerp, 0220,324,117, and VAT number BE-0220,324,117, (ii) Gimv-XL Partners Invest Comm.V, having its registered office at 2018 Antwerp, Karel Oomsstraat 27, registered with the Crossroads Bank for Enterprises under enterprise number LER Antwerp, branch Antwerp, 0527,982,975, and VAT-number BE- 0527,982,975, and (iii), Adviesbeheer Gimv-XL NV, having its registered office at 2018 Antwerp, Karel Oomsstraat 27, registered with the Crossroads Bank for Enterprises under number LER Antwerp, branch Antwerp, 0823,740,430, and VAT number BE-0823,740,430, will, in accordance with the provisions of the Partial Demerger and Contribution Agreement as described above, jointly exercise their two million four hundred thousand (2,400,000) warrants by way of a cash contribution of twenty-five million five hundred eighty-four thousand euros (EUR 25,584,000). In exchange for their cash contribution and the exercise of the two million four hundred thousand (2,400,000) warrants, two million four hundred thousand (2,400,000) new shares of the Company will be issued. Following the exercise of the Gimv warrants, the share capital will be increased by fourteen million seven hundred twenty eight thousand six hundred thirty-nine euros and twenty-three eurocents. (EUR 14,728,639.23). The difference between the amount of the capital increase and the cash contribution will be recorded as issue premium, and this for the total amount of ten million eight hundred fifty-five thousand three hundred sixty euros and seventy-seven eurocents (EUR 10,855,360.77). The issue premium concerned will be incorporated in the share capital, together with the issue premium which was already recorded in the annual accounts of the Company, will be recorded following the Contribution of FieldLink NV shares, and the issue premium which will be recorded following the Contribution of Peatinvest NV Shares, after approval of all transactions. After the exercise of the Gimv warrants, though before the incorporation of the issue premium, the share capital of the Company will amount to one hundred fifteen million seven hundred thirty-nine 38

39 thousand six hundred and ten euros and ninety-two eurocents (EUR 115,739,610.92). The share capital will be represented by eighteen million eight hundred fifty-nine thousand five hundred twenty (18,859,520) shares without nominal value. The par value of the existing shares remains unchanged. During the extraordinary shareholders meeting, the shareholders will deliberate about and decide on a.o. the following transactions: the contribution in kind pursuant to article 602 BCC by STAK FieldLink of one million two hundred seven thousand one hundred eighteen (1,207,118) shares of FieldLink NV representing 4.61% of the share capital of FieldLink NV, in exchange for the issuance of one million nineteen thousand seven hundred fifty-seven (1,019,757) shares of Greenyard Foods NV in favor of STAK FieldLink at an issue price of seventeen million four hundred and ten thousand nine hundred forty-two euro (EUR 17,410,942.00). As a result of the aforementioned Contribution of FieldLink NV shares, the share capital will be increased by six million two hundred fifty-eight thousand one hundred eighty euros and forty eurocents. (EUR 6,258,180.40). The difference between the amount of the capital increase and the contribution value will be recorded as issue premium, and this for an amount of eleven million one hundred fifty-two thousand seven hundred sixty-one euros and sixty eurocents. (EUR 11,152,761.60). The issue premium concerned will be incorporated in the share capital, together with the issue premium already booked in the annual accounts of the Company, the issue premium, which will be recorded following the Contribution of Peatinvest NV shares, and the issue premium, which will be recorded following the exercise of the Gimv warrants, after approval of all transactions. and the contribution in kind pursuant to article 602 BCC by Peatinvest NV of all fifteen thousand five hundred seventy (15,570) shares of Peatinvest NV, representing the entire share capital of Peatinvest NV, at a contribution value of sixty million euros (EUR 60,000,000). In exchange for the contribution in kind of the shares of Peatinvest NV, three million five hundred and fourteen thousand one hundred ninety-six (3,514,196) shares will be issued by Greenyard Foods NV in favor of the shareholders of Peatinvest NV at an issue price of sixty million euros (EUR 60,000,000). As a result of the Contribution of Peatinvest NV shares, the share capital will increase by twenty-one million five hundred sixty-six thousand three hundred eighty-five euros and forty-five eurocents (EUR 21,566,385.45). The difference between the amount of the capital increase and the contribution value will be recorded as issue premium, and this for a total amount of thirty-eight million four hundred thirty-three thousand six hundred fourteen euros and fifty-five eurocents (EUR 38,433,614.55). The issue premium concerned will be incorporated in the share capital together with the issue premium already recorded in the annual accounts of the Company, the issue premium which will be recorded following the Contribution of FieldLink NV shares, and the issue premium which will be recorded following the exercise of the Gimv warrants, after approval of all transactions. As a result of the Partial Demerger, the Demerged Equity will be transferred to the Company in exchange for which twenty million nine hundred seventy-nine thousand one hundred twelve (20,979,112) shares of Greenyard Foods NV will be issued in favor of the shareholders of De Weide Blik NV at a contribution value of seventy-eight million four hundred sixty-nine thousand three hundred eighty-six euros fifty-four eurocents (EUR 78,469,386.54). No issue premium will be recorded following the Partial Demerger. 39

40 The impact of the aforementioned transactions on the existing shareholders is indicated below: (In EUR) Situation on 31 March 2015 Step 1: exercise warrants Situation after the warrants conversion (step 1) Step 2: contribution in kind of FieldLink shares Situation after contribution in kind of shares FieldLink (step 2) Share capital , , , , ,32 Issue premiums , , , , ,37 Revaluation surpluses Legal reserve , , ,00 Unavailable reserves , , ,00 Untaxed reserves , , ,00 Distributable reserves , , ,00 Accumulated profits , , ,00 40

41 Investment grants 8 089, , ,00 Total equity , , , , ,69 Issue price , ,00 - Number of shares , , , , ,00 Par value per share (rounded off) 6,14 6,14 6,14 6,14 6,14 Net asset value per share (rounded off) 10,58 10,66 10,59 17,07 10,92 Impact on the voting rights of the existing shareholders - - 0,87-0,82 (In EUR) Step 3: contribution in kind of shares Peatinvest Situation after contribution in kind of shares Peatinvest (step 3) Step 4: Impact partial demerger De Weide Blik Situation after all transactions Situation after the incorporation of the issue premiums Share capital , , , , ,23 Issue premiums , , ,91 - Revaluation surpluses Legal reserve , , ,00 Unavailable reserves , , ,00 Untaxed reserves , , ,00 Distributable reserves , , ,00 Accumulated profits , , ,00 Investment grants 8 089, , ,00 41

42 Total equity , , , , ,23 Issue price , , Number of shares , , , , ,00 Par value per share (rounded off) 6,14 6,14 3,74 5,00 6,62 Net asset value per share (rounded off) 17,07 11,84 3,74 8,01 8,01 Impact on the voting rights of the existing shareholders - 0,70-0,37 0,37 An overview of the shareholdings before and after the transactions is set out below : 42

43 43