Pinguin Lutosa- Press Release

Capital increase details & Cooperation with the CECAB-Group has been confirmed.

1° Capital increase

PinguinLutosa and the CECAB-Group reconfirm the private capital increase of € 10 million. The capital increase will take place within the limits of the authorised capital at a price of € 11.67 per share. The Board of Directors has now finally approved the capital increase. The capital increase will take place before the end of October.

Herwig Dejonghe proudly announces: "With the CECAB-Group, a strong shareholder group joins the capital of our Group. This shareholder also has a very strong connection with the agricultural and food sector."

2° Cooperation with CECAB

Apart from the capital increase PinguinLutosa will, as from 1 May 2011 onwards, take over operational lead for the deep-frozen activities of the CECAB-Group. To achieve this PinguinLutosa will rent the production sites and take over the personnel. This date has been chosen because at that point, after the difficult year in 2010 with the bad harvest in Poland and Hungary, the new production season of the vegetables will start. This new production season will be managed solely by PinguinLutosa. In advance of this date, PinguinLutosa and the CECAB-Group will already prepare the organization of and determine the production programme for the deep-frozen vegetable division. As from May 2011 onwards the results of these activities will be included in the figures of PinguinLutosa.

The current deal includes 7 production sites: 2 sites in France (Moréac and Comines), 1 site in Hungary (Baja) and 4 sites in Poland (Lipno, Adamow, Elk and Dabrova). Together these sites have a production capacity of 150,000 tonnes per year. The current production capacity of the deep-frozen vegetable division of PinguinLutosa amounts to 270,000 tonnes. The sales of the CECAB-Group in the deep-frozen vegetable division amounted to € 140 million in 2009, whereas sales of the deep-frozen vegetable division at PinguinLutosa in 2009 amounted to € 224.4 million.

The CECAB-Group and PinguinLutosa are convinced that the combination of the expertise regarding production, logistics, agronomy and sales, combined with the very strong focus on efficiency and cost awareness will be the basis for good profitability in the future. The CECAB-Group will remain closely involved with the operations and will manage the financing of working capital for the activities that have been transferred. It will also continue to manage the financing of future investments at the sites.

Apart from the entire acquisition of 100% of the shares of the sales companies in the deep-frozen vegetable division of the CECAB-Group, situated in France and Brazil, PinguinLutosa additionally acquires a number of non-controlling participations in the current companies that hold the production infrastructure and the land and buildings which PinguinLutosa will rent. The investment for PinguinLutosa will amount to € 5.7 million. In addition, both parties have agreed upon a result-driven acquisition price (earn-out) of the business which starts as from 2012 onwards and can amount to a maximum of € 6 million.

The cooperation is still subject to final approval by the French Anti-trust authorities and by the financial
institutions.