Consolidated financial statements

Contents

Consolidated income statement .............................................................................................................................

1

Consolidated balance sheet....................................................................................................................................

2

Consolidated statement of cash flows ...................................................................................................................

3

Consolidated statement of changes in equity .......................................................................................................

4

Notes to the annual consolidated financial statements........................................................................................

5

1. Accounting principles..................................................................................................................................................................

5

Note 1.1 Preparation methods ...................................................................................................................................................

5

Note 1.2 Accounting principles...................................................................................................................................................

9

2. Scope of consolidation..............................................................................................................................................................

15

Note 2.1 Changes in the scope of consolidation and acquisitions of individual assets ..............................................................

15

3. Operating data and non-recurring items....................................................................................................................................

15

Note 3.1 Segment reporting .....................................................................................................................................................

15

Note 3.2 Purchases and external charges................................................................................................................................

16

Note 3.3 Other operating income and expenses ......................................................................................................................

16

Note 3.4 Non-recurring items ...................................................................................................................................................

17

Note 3.5 Inventories and work-in-progress ...............................................................................................................................

17

Note 3.6 Trade and other receivables ......................................................................................................................................

18

Note 3.7 Trade and other payables ..........................................................................................................................................

18

4. Expenses, headcount and employee benefits...........................................................................................................................

19

Note 4.1 Remuneration and headcount....................................................................................................................................

19

Note 4.2 Employee benefit obligations .....................................................................................................................................

19

Note 4.3 Share-based payments..............................................................................................................................................

20

5. Financing and financial instruments ..........................................................................................................................................

21

Note 5.1 Management of financial risks....................................................................................................................................

21

Note 5.2 Financial INCOME (EXPENSE) .................................................................................................................................

23

Note 5.3 Presentation of financial assets and liabilities by category .........................................................................................

24

Note 5.4 Other non-current financial assets .............................................................................................................................

26

Note 5.5 Derivative financial instruments .................................................................................................................................

27

Note 5.6 Net debt.....................................................................................................................................................................

30

6. Income tax................................................................................................................................................................................

33

Note 6.1 Income tax.................................................................................................................................................................

33

7. Earnings per share ...................................................................................................................................................................

34

8. Intangible assets and property, plant and equipment ................................................................................................................

34

Note 8.1 Goodwill.....................................................................................................................................................................

34

Note 8.2 Other intangible assets ..............................................................................................................................................

35

Note 8.3 Property, plant and equipment ...................................................................................................................................

36

Note 8.4 RIGHTS OF USE.......................................................................................................................................................

38

9. Other provisions and contingent liabilities .................................................................................................................................

38

Note 9.1 Other provisions ........................................................................................................................................................

38

Note 9.2 Risks and disputes.....................................................................................................................................................

39

Note 9.3 Contingent liabilities...................................................................................................................................................

39

10. Other information....................................................................................................................................................................

39

Note 10.1 Statutory Auditors' fees............................................................................................................................................

39

Note 10.2 Related-party transactions .......................................................................................................................................

40

Note 10.3 Subsequent events ..................................................................................................................................................

42

Note 10.4 List of group companies...........................................................................................................................................

42

Consolidated income statement

(in thousands of euros)

Notes

At 2019/06/30

At 2020/06/30

Revenue

3.1

2,777,120

2,854,876

Purchases and external charges

3.2

(2,014,385)

(2,025,193)

Employee benefits expenses

4.1

(560,814)

(598,242)

Depreciation, amortization and impairment

(89,422)

(112,214)

Other operating income

3.3

43,806

26,790

Other operating expenses

3.3

(32,641)

(37,362)

Current operating profit

123,665

108,654

Non-recurring items

3.4

(7,851)

(6,766)

Operating profit

115,814

101,888

Cost of net debt

(21,887)

(20,344)

Other financial income and expenses

(750)

(5,514)

Financial result

5.2

(22,637)

(25,858)

Share of net income from associates

(48)

(80)

Profit before tax

93,128

75,950

Income tax

6.1

(20,555)

(21,348)

NET INCOME

72,574

54,602

attributable to owners of the company

72,617

54,620

attributable to non-controlling interests

(44)

(18)

BASIC EARNINGS PER SHARE

7.1

2.26

1.71

DILUTED EARNINGS PER SHARE

7.1

2.24

1.68

Gains and losses recognized directly in equity

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Net income for the period

72,574

54,602

Items that may be reclassified subsequently to P&L

16,414

(25,224)

Cash flow hedge

(1,915)

(277)

Translation adjustments

17,672

(25,119)

Tax effects

657

172

Items that may not be reclassified subsequently to P&L

(996)

(7,855)

Actuarial gains and losses on defined benefit plans

(1,483)

(1,581)

Tax effects

487

343

Unrealized gains and losses on financial assets (1)

0

(6,616)

Income and expenses recognized directly in equity

15,419

(33,079)

TOTAL RECOGNIZED INCOME AND EXPENSES

87,992

21,523

attributable to owners of the company

88,036

21,541

attributable to non-controlling interests

(44)

(18)

  1. Includes in particular changes in the fair value of Investments in other non-consolidated companies, measured at fair value through other comprehensive income.

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Consolidated balance sheet

Assets

(in thousands of euros)

Notes

At 2019/06/30

At 2020/06/30

Non-current assets

1,122,884

1,203,975

Other intangible assets

8.2

57,098

58,478

Goodwill

8.1

481,881

483,183

Property, plant and equipment

8.3

527,614

523,618

Rights of use

8.4

0

83,669

Investments in associates

278

1,589

Other non-current financial assets

5.4

38,519

30,175

Deferred taxes

6.1

14,588

21,133

Other non-current assets

5.3

2,908

2,130

Current assets

988,406

968,904

Inventories and work-in-progress

3.5

627,426

627,128

Trade and other receivables

3.6

324,163

311,075

Tax receivables

4,392

9,004

Other current assets

5.3

11,883

8,336

Other current financial assets

5.3

3,849

6,723

Cash and cash equivalents

5.6

16,693

6,638

TOTAL ASSETS

2,111,290

2,172,879

Liabilities and shareholders' equity

(in thousands of euros)

Notes

At 2019/06/30

At 2020/06/30

Shareholders' equity (group share)

717,398

709,853

Share capital

56,942

56,942

Additional paid-in capital

38,559

38,559

Consolidated reserves

621,897

614,352

Noncontrolling interests

1.1 2

7,574

16

Shareholders' equity

724,972

709,868

Non-current liabilities

637,651

680,833

Financial debts

5.6

564,215

541,442

Lease liabilities

5.6

0

64,580

Employee benefit obligations

4.2

26,076

28,007

Other non-current provisions

9.1

9,103

10,798

Deferred taxes

6.1

8,344

9,683

Other non-current liabilities

5.3

29,913

26,325

Current liabilities

748,668

782,177

Current financial debts

5.6

127,659

117,915

Current lease liabilities

5.6

0

19,647

Current provisions

9.1

7,866

7,677

Trade and other payables

3.7

607,456

628,387

Tax payables

3,800

6,348

Other current liabilities

5.3

1,887

2,203

TOTAL LIABILITIES

2,111,290

2,172,879

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Consolidated statement of cash flows

(in thousands of euros)

Notes

At 2019/06/30

At 2020/06/30

Net income

72,574

54,602

Share of net income from associates

48

80

Depreciation, amortization and impairment

5.1

88,254

114,603

Other components of net income with no cash impact

(2,189)

629

Deferred tax

6.1

(2,604)

(5,508)

Accrued interest

(1,637)

(554)

Gross cash flows from operating activities

154,446

163,852

Change in WCR

(35,449)

16,207

Net cash flows from operating activities

118,997

180,059

Acquisitions of consolidated companies, net of cash and cash

(28,142)

(1,391)

equivalents

Capital expenditure and acquisition of intangible assets(1)

8.2 & 8.3

(118,426)

(97,596)

Acquisitions of financial assets

(114)

(911)

Disposal of fixed assets and financial assets(2)

3.3

1,475

748

Net change in loans and other non-current financial assets

448

567

Net cash flows from (used in) investing activities

(144,759)

(98,582)

Transactions with non-controlling interests

2.1

0

(18,539)

(Acquisition) Disposal of treasury shares

(1,306)

(2,653)

Increase (Decrease) in non-current financial liabilities

5.6

128,583

(19,525)

Increase (Decrease) in current financial liabilities

5.6

(100,278)

(11,210)

Increase (Decrease) in lease liabilities

5.6

0

(20,825)

Dividends paid to group and minority shareholders

5.4

(8,893)

(16,339)

Net cash flows from (used in) financing activities

18,106

(89,091)

Impact of exchange rate changes

456

(2,440)

Change in cash and cash equivalents

(7,200)

(10,054)

Cash and cash equivalents - opening balance

23,893

16,693

Cash and cash equivalents - closing balance

16,693

6,638

CHANGE IN CASH AND CASH EQUIVALENTS

(7,200)

(10,054)

  1. Investments correspond to the acquisitions of property, plant and equipment and intangible assets described in notes 8.2 and 8.3, plus the change in related trade payables presented in note 3.7.
  2. Disposals of fixed assets correspond to the proceeds received less advances and down-payments on fixed assets.

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Consolidated statement of changes in equity

Additional

Actuarial

Shareholders'

Non-

Total

In number of

Share

paid-in

gains and

Treasury

Translation Accumulated

equity

controlling

shareholders'

(in thousands of euros)

shares

capital

capital

losses

shares

reserves

income

(group share)

interests

equity

Shareholders' equity at

32,281,118

56,492

31,738

(3,903)

(7,802)

(95,810)

658,524

639,239

7,577

646,817

July 1, 2018

Income recognized

(995)

17,672

(1,258)

15,419

(1)

15,418

directly through equity

Net income at 2019/06/30

72,617

72,617

(44)

72,574

Free allocation of shares

978

978

0

978

Puts on non-controlling

(63)

(63)

88

26

interests

Changes in scope of

(5)

(50)

(55)

(47)

(102)

consolidation

Treasury shares

(755)

(364)

(1,119)

0

(1,119)

Other

(726)

(726)

0

(726)

Dividends paid

257,222

450

6,822

(16,165)

(8,893)

0

(8,893)

Shareholders' equity at

32,538,340

56,942

38,559

(4,903)

(8,557)

(78,138)

713,495

717,398

7,574

724,972

June 30, 2019

Shareholders' equity at

32,538,340

56,942

38,559

(4,903)

(8,557)

(78,138)

713,495

717,398

7,574

724,972

July 1, 2019

Income recognized

(1,238)

(25,119)

(6,722)

(33,079)

0

(33,079)

directly through equity

Net income at 2020/06/30

54,620

54,620

(18)

54,602

Free allocation of shares

2,084

2,084

0

2,084

Puts on non-controlling

(37)

(37)

18

(18)

interests

Transactions with non-

(139)

(10,842)

(10,980)

(7,558)

(18,539)

controlling interests

Treasury shares

(2,142)

(345)

(2,487)

0

(2,487)

Other

(1,328)

(1,328)

0

(1,328)

Dividends paid

(16,339)

(16,339)

0

(16,339)

Shareholders' equity at

32,538,340

56,942

38,559

(6,280)

(10,699)

(103,257)

734,588

709,853

16

709,868

June 30, 2020

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Notes to the annual consolidated financial statements

1. Accounting principles

NOTE 1.1 PREPARATION METHODS

The consolidated financial statements of the Bonduelle Group and its subsidiaries ("the group") for the 2019-2020 fiscal year have been prepared in accordance with the IFRS (International Financial Reporting Standards) published by the IASB (International Accounting Standards Board), and whose implementing regulation has been published in the official journal of the European Union.

The notes to the annual consolidated financial statements have been prepared in accordance with IFRS and follow recommendation 2012-02 of the Autorité des normes comptables (ANC - French Accounting Standards Board).

Standards, updates and interpretations first applicable to fiscal year 2019-2020:

Applicable to accounting periods beginning on, or after, July 1, 2019:

The main texts newly applicable in 2019 concerning the group are as follows:

  • IFRS 16 "Leases" (see Note 1.1.1)
  • IFRIC 23 "Uncertainty over Income Tax Treatments" clarifies the recognition and measurement principles applicable to income tax exposures. These risks arise when there is uncertainty related to a tax position held by the Company that could be challenged by the tax authorities. This interpretation only had a reclassification impact on the financial statements, between provisions for tax risks and tax payables.

There are no other new standards, updates or interpretations published and for which application is mandatory, that have significant impact for the group.

IFRS, applicable to accounting periods beginning on, or after, July 1, 2020, that were not adopted early for this fiscal year

The new IFRS standards, amendments or IFRIC interpretations that are mandatory for periods beginning on or after January 1, 2020 (and not applied early) are as follows:

  • Amendment to IFRS 3: Definition of a "business";
  • Amendments to IAS 1 and IAS 8: Definition of "material";
  • Amendments to IFRS 9, IAS 39 and IFRS 7: Benchmark Interest Rate Reform;
  • New revised conceptual framework for financial reporting to replace the 2010 framework.

The group does not anticipate any significant impact on its financial statements upon first-time application of these new texts as of July 1, 2020.

1.1. 1. Impact of the first-time adoption of IFRS 16

Accounting principles

On January 13, 2016, the IASB published IFRS 16 "Leases". IFRS 16 replaces IAS 17 and the associated IFRIC and SIC interpretations. IFRS 16 introduces changes in the principles for measuring, recognizing and presenting leases.

For lessors, the current distinction between operating and finance leases remains, with accounting treatment substantially unchanged.

However, it now requires the lessee to account for the vast majority of its leases using a single model equivalent to that used to account for finance leases under IAS 17.

The assumptions adopted by the Bonduelle Group among the transition and permanent treatment options provided for in IFRS 16 are as follows:

Transitional measures :

  • use of the simplified retrospective method. No restatement of comparative periods;
  • maintaining the treatment of old leases identified under IAS 17 and classifying the corresponding assets and liabilities as rights of use and lease liabilities, as permitted by the standard;
  • the lease liability is measured at the present value of the lease payments remaining due. The group uses knowledge acquired retrospectively, for example to determine the term of a lease that contains renewal or termination options;
  • the right of use at the transition date is equal to the lease liability, adjusted by the amount of prepaid or payable rents. Initial direct costs are excluded from the valuation of the right of use at the date of first application;
  • exemption of old lease contracts with a residual term of less than 12 months as of July 1, 2019 and of low-value contracts retained by the group;
  • the discount rates applied at the transition date are based on the incremental borrowing rates by geographical area plus a spread linked to the group. These discount rates have been determined taking into account the residual duration of the leases at the transition date. The weighted average incremental borrowing rate at July 1, 2019 was 2.8%;

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  • as regards deferred tax, the group has elected to recognize deferred tax for all temporary differences arising from leases.

Permanent treatment :

  • exemption of new short-term leases (less than 12 months including renewal periods with financial incentives) and low-value leases (five thousand euros);
  • the lease term corresponds to the non-cancellable period of each lease, to which must be added any renewal options that the group is reasonably certain to exercise, and any termination options that the group is reasonably certain not to exercise.
    On December 16, 2019, the IFRS Interpretation Committee ("IFRS IC") published a decision on the timetable for assessing the duration to be used to determine liabilities related to rental commitments. As a result, these liabilities are determined on the basis of a useful life rather than a contractual term, particularly in the case of commercial leases. The group has taken this decision into account in determining liabilities related to rental commitments as of July 1, 2019;
  • the discount rate corresponds to the incremental borrowing rate determined over the remaining term of the contracts for the entire group; this rate is defined according to the term of the lease in order to take into account payment profiles;
  • the taking into account of non-rental components (mainly vehicle maintenance).

At their effective date, leases as defined by IFRS 16 "Leases" are recorded:

  • as a capital asset (right of use) for the amount of the lease liability, plus any prepayments made to the lessor, the initial direct costs incurred, less any benefits received, and an estimate of the costs of dismantling or restoring the leased asset in accordance with the terms of the lease, if any; and
  • as a financial liability for the amount of rent over the lease term as determined above, discounted at the rate specified above.

Rights of use are amortized on a straight-line basis over the lease term. Where the lease has the effect of transferring ownership of the asset to the lessee or where it includes a purchase option, which will be exercised with reasonable certainty, the right of use is depreciated over the useful life of the underlying asset on the same terms as those applying to owned assets.

In the consolidated statement of cash flows, payment of lease liabilities is presented in net cash flows from (used in) financing activities, in accordance with IFRS 16 "Leases".

Impact on the consolidated financial statements at June 30, 2020

The restatement of the opening balance sheet as at July 1, 2019 is as follows:

(in thousands of euros)

Assets

Equity & Liabilities

Total non current assets

92,307

Total non-current liabilities

72,606

Property, plant and equipment

(2,192)

Financial liabilities

(1,825)

Right of use

94,499

Lease liabilities

74,431

Total current assets

(1,182)

Total current liabilities

18,519

Net other current assets

(1,182)

Current financial liabilities

(132)

Current lease liabilities

18,966

Trade and other payables

(315)

TOTAL ASSETS

91,125

TOTAL EQUITY & LIABILITIES

91,125

The main leases correspond to leases of plants, head offices and agricultural land in Europe and the United States. Other leases are for vehicles and industrial and agricultural equipment.

Reconciliation between the commitments for future minimum operating lease payments under IAS 17 as of June 30, 2019 and the financial lease liability recognized under IFRS 16 as of July 1, 2019 is as follows:

(in thousands of euros)

Operating leases commitments as of 2019/07/01

101,354

Financial leases reclassement (IAS 17)

2,192

Other

(289)

Discounting

(9,860)

LEASE DEBT AS OF 2019/07/01

93,397

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The impacts of IFRS 16 at June 30, 2020 are as follows:

Current

Financial

Net

operating

Income tax

REBITDA

result

income

(in thousands of euros)

profit

Reported At 2020/06/30

108,654

(25,858)

(21,348)

54,602

221,198

IFRS 16

817

(2,541)

380

(1,345)

22,797

Reported At 2020/06/30

(Excluding IFRS 16)

107,837

(23,316)

(21,728)

55,947

198,401

Reported At 2019/06/30

123,665

(22,637)

(20,555)

72,574

213,087

Net cash

Net cash

Non-

flows from

Current

Shareholders'

flows from

current

Net debt

(used in)

assets

equity

operating

assets

financing

activities

(in thousands of euros)

activities

Reported At 2020/06/30

1,203,975

968,904

709,868

715,234

180,059

(89,091)

IFRS 16

84,033

(1,203)

(1,214)

84,227

20,825

(20,825)

Reported At 2020/06/30

(Excluding IFRS 16)

1,119,942

970,107

711,083

631,007

159,234

(68,266)

Reported At 2019/06/30

1,122,884

988,406

724,972

654,748

118,997

18,106

1.1. 2. Information concerning the group and significant events

Listed on Euronext (Compartment B), Bonduelle SCA is a French limited partnership (société en commandite par actions). Bonduelle, a leading player in plant-based food, is in particular a market leader in processed vegetables both within and outside Europe. The Company operates in three business segments: canned, frozen and ready-to-use fresh vegetables (ready-to-eat prepared and fresh-cutready-to-use vegetables).

General Management approved the consolidated financial statements under IFRS and authorized the publication of the approved financial statements closed at June 30, 2020, which will be submitted for approval at the Shareholders' Meeting of December 3, 2020.

Bonduelle optimizes its financing through the implementation of a Neu CP program of € 300 million.

In a logic of constant search for optimization of its financing instruments, Bonduelle has set up a short-term negotiable debt securities program (Neu CP) of € 300 million. The inaugural issue was carried out on July 29, 2020 on particularly competitive terms, highlighting once again the investors' confidence in the group's financial strength.

This program, providing access to a new disintermediated and flexible short-term financing resource, replaces the confirmed financing lines that remain available to the group.

Acquisition of a joint minority stake in the Russian start-up Elementaree

Bonduelle announced on May 4, 2020 that it has participated in a funding round in partnership with the Russian Direct Investment Fund (RDIF), the sovereign wealth fund of the Russian Federation, and took a minority stake in the capital of Elementaree, a company that manufactures and delivers ready-to-cook meal kits, one of the leaders in the fast-growing market for meal kits in the Moscow and St. Petersburg conurbations. This operation, of a limited financial amount, illustrates the Bonduelle Group's ambitions to be the world reference in "well-living" through vegetable products, illustrated here via direct marketing to consumers through innovative channels.

Change in the shareholding structure for the Soléal company (France)

Established for more than 40 years in South-West of France, Bonduelle, a 48% shareholder of the Soléal company, acquired in July 2019 most of the interests of the Euralis, Maïsadour and Vivadour cooperatives held in the company.

The Soléal company includes 2 sweet corn and vegetable processing plants located in the South-West of France (Labenne and Bordères). Changes in the ownership of Soléal include some sourcing commitments, will strengthen the long term partnership with growers, and increase the competitiveness of the Bonduelle Group.

Impact of the COVID-19 epidemic on business and earnings for the 2019-2020 fiscal year

Faced with the current health crisis, the group's top priority is to secure the workplace to protect and reassure its employees, as well as its suppliers, partners and customers. Accordingly, the Bonduelle Group has set up a specific work organization and ensures strict compliance with the health and safety rules, which were reinforced during this period.

Since March, the group has taken action to limit the adverse impacts of the COVID-19 crisis.

Against this backdrop, the Bonduelle Group has seen contrasting trends in its business, depending on the segment - sustained demand in canned and frozen food mass-market retailing at the expense of fresh food, impacted by the decline in footfall and the collapse of out- of-home food service activities - and geographic zone, and has incurred additional costs.

Thus, the overall impact on revenue is not material, with the increase in the retail canned/frozen business offsetting the decline in the out-of-home food service and retail fresh food businesses.

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The additional costs related to this health crisis (agricultural commitments, employee bonuses, social distancing and reinforced hygiene measures), offset by savings (marketing expenses, travel) negatively impacted the current operating income for the fiscal year 2019- 2020 by an estimated amount of between 7 and 10 million euros.

In addition, COVID-19 had no impact on operating activity other than those described above. The group has not identified any major risk of default among its customers and, as such, has not recognized any significant additional impairment for expected losses on its receivables. In addition, COVID-19 did not result in any substantial modification or renegotiation of the contracts entered into by Bonduelle that could have had a material impact on the consolidated financial statements.

The impairment tests were carried out in the context of the health crisis and did not call into question the recoverability of the assets.

With regard to liquidity risk, the group had a portfolio of 349 million euros in unused confirmed lines of credit at June 30. In addition, the group has not made use of the guaranteed financing facilities granted by certain States.

Bonduelle also set up a 300 million euro short-term negotiable debt security program (NEU CP). The inaugural issue was carried out on July 29, 2020 at particularly competitive terms, once again underlining investors' confidence in the group's financial strength.

In addition, and in accordance with the press release dated May 29, 2020, a 20% reduction in the group's usual pay-out ratios will be proposed at the Annual Shareholders' Meeting on December 3, 2020 for the 2019-2020 financial year dividend. This project has received the support of the Supervisory Board. The members of Bonduelle SCA's Supervisory Board and Bonduelle SA's Board of Directors decided to waive 20% of their directors' fees. The Chairman and the members of the Executive Board, for their part, reduced their fixed remuneration by 20% over the lockdown period.

These sums help finance the bonus for employees who have never stopped working in the plant and have proudly committed themselves, setting aside their legitimate concerns, to ensuring access to food for all. The sums collected also make it possible to compensate for the loss of salary of employees with the lowest level of remuneration and to help employees facing difficult medical situations.

The commitment of the group and its teams in the fight against coronavirus does not stop at being a responsible player in the food industry. It can be seen both internally and externally, at all levels, benefiting as many people as possible, on occasions when urgent situations arise or over the longer term when situations call for such assistance.

1.1. 3. Consolidation methods

The consolidated financial statements fully consolidate the financial statements of all subsidiaries controlled either directly or indirectly by the group.

Control is defined and measured in accordance with IFRS 10, based on three criteria: power of decision, exposure to variable returns and the relationship between power and those returns.

Full consolidation allows recognition of all of assets, liabilities and income statement items of the companies concerned, after elimination of all inter-company transactions and earnings, with the portion of income and equity attributable to group companies ("attributable to owners of the company") distinguished from the portion concerning the interests of other shareholders ("Non-controlling interests"). All companies over which Bonduelle does not exercise exclusive control yet still exerts significant influence or joint control are accounted for using the equity method.

All consolidated group companies closed their annual financial statements on June 30, 2020, with the exception of the following companies: Bonduelle Kuban, Coubanskie Conservi, Bonduelle do Brasil, Bonduelle Kazakhstan, Agro Rost and Bonduelle Belgorod. All these companies were consolidated on the basis of their accounting position as at June 30, 2020.

Some companies over which the Bonduelle Group has direct, or indirect, control or over which it exercises significant influence, could not be consolidated because they were not deemed to be material.

More especially with regard to Coopérative France Champignon, in view of the latter's trading relations and by-laws and in accordance with IFRS, the Bonduelle Group does not exercise control over the company. France Champignon has not, therefore, been consolidated and the investment appears under "Other non-current financial assets". Under IFRS 9, these financial assets are measured at fair value through other comprehensive income.

Companies are included within the consolidation scope with effect from the date on which control or significant influence is acquired.

Companies are deconsolidated with effect from the date on which control or significant influence is lost.

All income and expenses related to subsidiaries acquired or disposed of during the fiscal year are recognized in the consolidated income statement with effect from the acquisition date or until disposal.

All transactions between consolidated companies and intercompany income (including dividends) are eliminated.

1.1. 4. Segment reporting

Segment data is reported on the basis of the operating segments used for internal reporting purposes.

The two operating segments are: Europe Zone and Non-Europe Zone.

The Europe Zone covers the following geographical areas: France, Germany, Italy and the Iberian Peninsula which form Southern Europe, Northern Europe and Central Europe.

The Non-Europe Zone covers Eastern Europe, Asia, the Mercosur, North America and Export markets.

The primary indicators published are those used by the group's Executive Management. Revenue, operating income and non-current assets are presented by geographical region. Revenue is also presented by operating segment.

1.1. 5. Translation of transactions denominated in foreign currencies and the financial statements of foreign companies

Translation of transactions denominated in foreign currencies

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Transactions denominated in foreign currencies are valued using the exchange rates applicable on the transaction dates. All receivables and liabilities denominated in foreign currencies recognized in the balance sheet at the end of the period are valued at the closing rates. All foreign exchange gains and losses generated by the translation of transactions denominated in foreign currencies are included under the "financial income" and "financial expenses" headings of the income statement, except for those on borrowings denominated in foreign currencies or other instruments used to hedge long-term equity investments in that same currency, which are included on the line "Accumulated translation adjustments" of consolidated shareholders' equity.

Translation of the financial statements of foreign companies

The balance sheets of companies with a functional currency other than the euro are translated into euros at the official rate at the end of the fiscal period. In each income statement, income and expenses must be translated at the exchange rate at the date of the transactions. For practical reasons, the yearly arithmetic average exchange rate is used to convert income and expense items. However, if exchange rates record significant fluctuations, a calculation method other than the yearly arithmetic average may be used, in line with the seasonality of the business.

The exchange differences resulting from the application of these various foreign exchange rates are included on the line "Accumulated translation adjustments" in the consolidated statement of changes in equity until such time as the foreign holdings to which they pertain are sold or liquidated.

1.1. 6. Business combinations

All business combinations have been recognized using the acquisition method since July 1, 2009 in accordance with standard IFRS 3 (revised) (Business Combinations), and according to IFRS 3 for acquisitions made before this date.

According to this method, the identifiable assets acquired and liabilities assumed are recognized at their fair value, notwithstanding the exceptions specified in IFRS 3R.

For all combinations formed after July 1, 2009, the extra costs associated with the acquisition are recognized in expenses.

Similarly, from July 1, 2009, any non-controlling interest in the acquiree (minority interest) can either be measured at the non-controlling interest's proportionate share of the fair value of the acquiree's identifiable assets acquired and liabilities assumed (IFRS 3 2004), or at its fair value (referred to as the full goodwill method). This option is available on a transaction-by-transaction basis.

The difference between the cost of acquisition of the shares and the fair value of the acquired share of identifiable assets and liabilities on the acquisition date is recognized in goodwill.

If the cost of an acquisition is less than the fair value of the net assets of the acquiree, the negative goodwill (badwill) is recognized directly in profit and loss.

The goodwill analysis is finalized during the assessment period, i.e. 12 months from the takeover date.

NOTE 1.2 ACCOUNTING PRINCIPLES

The consolidated financial statements at June 30, 2020 are presented in thousands of euros, and reflect the financial position of the Company and its subsidiaries (hereafter referred to as "the group").

They have been prepared on the basis of historical costs, with the exception of the assets and liabilities discussed below, which are recognized at fair value.

1.2. 1. Intangible assets

Goodwill

When shares are acquired in companies that are either fully consolidated or accounted for using the equity method, the cost of acquiring the shares is allocated to the assets, liabilities and contingent liabilities acquired measured at their fair value. Any positive difference between the acquisition cost and the group's share in the fair value of the assets, liabilities and contingent liabilities acquired represents goodwill. These differences are presented on the asset side of the consolidated balance sheet under "Goodwill" for fully-consolidated companies and under "Investments in associates" for companies accounted for using the equity method.

Goodwill relating to foreign companies is recognized in the functional currency of the Company acquired.

Negative goodwill (badwill) is immediately recognized in the income statement as non-recurring items.

Other intangible assets

All separately identifiable brands acquired whose useful life is considered to be indefinite are recognized in the consolidated balance sheet under the heading "Other intangible assets".

Licenses, patents and any other intangible assets acquired are recognized at their acquisition cost under "Other intangible assets" in the consolidated balance sheet. They are amortized on a straight-line basis in accordance with their projected useful life.

All development costs must be capitalized as intangible assets when the Company can prove that they will generate future economic benefits and their costs can be identified.

Development costs for software used within the group are carried as assets in the balance sheet when it is probable that these expenses will generate future economic benefits. These costs are amortized on a straight-line basis over the expected useful life of the software, which may be between one and five years. All other software acquisition and development costs are immediately recognized as expenses.

1.2. 2. Property, plant and equipment

Property, plant and equipment are recorded on the balance sheet at their cost less accumulated depreciation and impairment. The gross value of property, plant and equipment corresponds to their purchase or production cost. It is never remeasured. Purchase or production costs include, where applicable, all costs related to the dismantling or refurbishing of production sites.

Given the nature of our investments, borrowing costs are not included in the cost of property, plant and equipment.

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Until June 30, 2019, non-current assets held through finance leases were recognized as assets on the balance sheet at the discounted value of the future minimum payments or at market value, if lower, when the contract transferred to the group, in substance, most of the risks related to the ownership of the asset. The level of risk transferred is assessed by analyzing the terms of the contract. The financial liability arising from the acquisition of the asset is recorded in the consolidated balance sheet.

Depreciation is calculated on a straight-line basis based on purchase cost, less any residual value, from the date on which the asset is available for use. With the exception of certain special cases, residual values are zero.

Useful lives are reviewed periodically, particularly in the case of decisions to move production sites.

  • Buildings: 10 to 40 years.
  • Plant & equipment, office equipment: 5 to 15 years.
  • Other fixed assets: 3 to 10 years.

Where circumstances or events indicate that the value of a fixed asset may have declined, the group examines the recoverable amount of the asset (or group of assets to which it belongs).

The recoverable amount is the higher of the asset's fair value less disposal costs and its value in use. Value in use is estimated by discounting the expected future cash flows of the asset (or group of assets to which it belongs) within the conditions of use planned by the group. Impairment is recognized when the recoverable amount of a fixed asset falls below its net carrying amount.

1.2. 3. Impairment of fixed assets

In accordance with IAS 36 "Impairment of Assets", the recoverable amount of property, plant and equipment and intangible assets is tested for impairment whenever there is an indication of impairment and at least once a year for assets with an indefinite useful life, which are essentially goodwill and brands. Indications of impairment include a significant decline in business volumes, a deterioration in expected long-term profitability, a change in reputation or changes in regulations that adversely affect the business.

The value of the fixed assets of each cash-generating unit (CGU), including in particular goodwill, intangible assets, property, plant and equipment and, since this fiscal year, rights of use net of lease liabilities (IFRS 16), is subject to impairment testing at the time of the annual financial statements and whenever events and circumstances indicate that a loss of value is likely to have occurred.

An impairment loss is recognized when the recoverable amount of a CGU becomes less than its net carrying amount.

Any impairment loss is recorded first in goodwill allocated to the Cash Generating Unit (CGU), and then as a reduction of the net carrying amount of each asset within the CGU.

The recoverable amount of goodwill, which is used to calculate any impairment to be recognized in the financial statements, is the value-in-use estimated on the basis of the present value of future cash flows, from which lease payments for rights of use are now excluded.

If this value-in-use does not cover the assets' carrying amount, the recoverable amount used (if higher) is their fair value less selling costs.

Cash Generating Units are combinations of subsidiaries that belong to the same business segment and that generate cash flows that are clearly distinct from those generated by other CGUs. The cash flows used to calculate values in use are taken from the CGUs' five- year strategic plans.

A 1% growth rate is used to extrapolate the predicted cash flows beyond the five-year period included in the strategic plans.

These cash flows are discounted on the basis of a weighted average cost of capital (WACC = 6.3%) calculated using the market data available for Bonduelle and its business segments.

The WACC is calculated based on a market-based debt of 25% of long-term equity and a risk-free rate of 0.5%.

The group uses the following operating segments to monitor its CGUs for each operating segment: Europe Zone and Non-Europe Zone.

For the Europe Zone:

  • the canned and frozen food segment;
  • the ready-to-use fresh vegetables segment. For the Non-Europe Zone:
    - the canned and frozen food segment in North and South America; - the canned and frozen food segment in Eastern Europe;
    - the ready-to-use fresh food segment in North America.

The fair value less all related selling costs corresponds to the amount that could be obtained by selling the asset (or group of assets) under arm's length conditions, less all costs related directly to the disposal of the asset(s).

1.2. 4. Financial assets

IFRS 9 requires financial assets to be recognized in one of the following three categories:

  • at amortized cost;
  • at fair value through other comprehensive income;
  • at fair value through profit or loss.

Financial assets are classified and measured on the basis of two criteria: the entity's business model (collection of contractual cash flows or monetization by disposal) for managing financial assets and the contractual cash flow characteristics of the financial asset.

Financial assets at fair value through profit or loss

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These consist of financial assets held by the group with a view to generating a short-term gain, or any financial assets voluntarily classified in this category. They are measured at their fair value, and all changes are recognized in the income statement. Classified under cash equivalents within the group's current assets, these financial instruments include, where applicable, units or shares in money market funds and derivative assets.

Loans

Loans are recognized at their amortized cost using the effective interest rate method.

Trade and related receivables

Trade receivables

Trade receivables are recognized in the balance sheet at amortized cost.

As part of its financing policy, the group may have recourse to trade receivable securitization programs. Such securitizations are without recourse. The risk is transferred, in full, to the institution purchasing the receivable. As a result, these are no longer recorded as assets on the balance sheet. The group does not retain any ongoing involvement in the derecognized assets.

Impairment allowance

The impairment allowance mainly relates to disputes over which Bonduelle is in discussion with customers. The impairment allowance for expected credit losses is recognized at an amount equal to expected losses over the life of the receivable.

Loans to subsidiaries and affiliates

Loans to subsidiaries and affiliates are shown as financial assets and are recognized at amortized cost.

Other non-consolidated investments

Other non-consolidated investments are recognized in the consolidated balance sheet at fair value. Changes to fair value such as losses or gains on disposal are recognized in the consolidated statement of changes in equity under other comprehensive income and are not recycled to profit or loss.

Other non-current financial assets

Other non-current financial assets primarily comprise security deposits required under certain countries' tax regulations and funds covering post-employment benefit schemes. The assets are recognized at amortized cost.

1.2. 5. Financial liabilities

Financial liabilities include:

  • bond issues;
  • accrued interest not yet due;
  • outstanding finance leases (until June 30, 2019);
  • borrowings and bank lines;
  • derivative liabilities.

Financial liabilities are measured and recognized at their amortized cost using the effective interest rate method. They are recognized at the settlement date.

In accordance with IFRS 9, which amended IAS 39 on accounting policies for fair value hedging, bonds, which were swapped at the time they were issued, were marked to market. Changes in the fair value of the debt and the associated derivatives are recognized through profit or loss for the period.

See note 1.1.1 for details of lease liabilities.

1.2. 6. Derivative instruments

The group uses over-the-counter derivatives to manage exposure to foreign exchange and interest rate risks. Group policy excludes being engaged in speculative transactions on the financial markets.

Derivatives are recognized in the consolidated balance sheet at fair value:

  • derivatives used to manage net debt and to hedge net investment in foreign operations are recognized as derivative assets or liabilities;
  • operational currency derivatives are recognized under derivative assets or liabilities:
    • if the derivative is designated as a fair value hedge for assets or liabilities recognized in the consolidated balance sheet, changes in value of both the derivative and the underlying hedged item are recognized through profit or loss for the same period;
    • if the derivative is designated as a hedge of a net investment in foreign operations, changes in value are recognized in equity under translation adjustments and are recycled to profit or loss when the asset is derecognized;
    • if the derivative is designated as a future cash flow hedge:
      • changes in the value of its effective portion are recognized in shareholders' equity under other comprehensive income and are recycled to profit or loss when the hedged item is itself recognized in profit or loss under the same heading;

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  • the time value (swap and currency option premium, cross-currency basis swap spreads) is recognized in equity under other comprehensive income and is recognized in profit or loss when the underlying matures, in line with the principles adopted by the group.

Changes in the fair value of the ineffective portion of instruments qualifying as hedges, and changes in the fair value of derivatives that do not qualify for the use of hedge accounting, are recognized directly through profit or loss for the period.

Derivatives are recognized at the transaction date.

IFRS 7.27A distinguishes three levels of methods for determining fair value:

  • level 1: quoted prices on an active market for similar instruments with no adjustment;
  • level 2: fair value determined based on data observable either directly (such as a price) or indirectly (calculated based on another price), but other than a quoted price on an active market as stated under level 1;
  • level 3: fair value determined based on unobservable market data.

The method used by Bonduelle is level 2 in accordance with IFRS 13. Moreover, the market data used in the valuation models includes central bank fixings and data supplied by platforms such as Reuters.

1.2. 7. Inventories

Materials inventories are measured at their weighted average unit cost. Inventories of work-in-progress and finished goods are measured at their production cost, which includes the cost of purchasing the materials used and all direct and indirect production costs (including fixed production costs).

Borrowing costs are not included in the inventory cost. Impairment is deemed necessary in the following cases:

  • for raw materials, when the current market price is lower than the inventory value;
  • for finished goods and commodities sold as-is, each time the probable net realizable value is lower than the production or purchase cost.

The amount of impairment required to bring inventory to its net realizable value, and all inventory losses, are recognized as expenses for the period during which the impairment or loss occurred. The sum of any recoveries of inventory impairment resulting from an increase in the net realizable value is recognized as a reduction in the amount of inventories recognized in expenses in the period during which the recovery was made.

Intercompany margins are eliminated.

1.2. 8. Treasury shares

Bonduelle's shares held by the Company are recognized as a reduction of consolidated equity, on the line "Treasury shares", for an amount corresponding to their cost. Any funds generated by the sale of treasury shares are applied directly as an increase in Shareholders' equity, and therefore any gains or losses on disposal do not impact net income for the year.

1.2. 9. Cash and cash equivalents

Cash assets consist of all investments with original maturities equal to or less than three months and that can be disposed of immediately. These investments are measured at their market value.

The elements that make up cash and cash equivalents are cash in bank current accounts and potential units or shares in short-term money market funds or redeemable medium-term notes, of which the risk of a change in value is deemed negligible.

1.2. 10. Investment grants

Investment grants appear in the balance sheet under "Other non-current liabilities". These are listed under "Other operating income" in the income statement and are recognized over the same period as the amortization of the fixed assets that they have made possible to acquire.

1.2. 11. Taxes

Income tax expense corresponds to the current tax payable by each consolidated tax entity, adjusted for deferred taxes.

In France, Bonduelle SCA is the company that heads the tax consolidation group that includes Bonduelle SA, Bonduelle Europe Long Life SAS, Bonduelle Development SAS, Champiloire SAS, Bonduelle Frais Traiteur SAS, Bonduelle Frais France SAS, Bonduelle Traiteur International SAS, Champignonnières des Roches SAS, Champignonnières de la Vienne SAS, Euromycel SAS, MOD Bond SAS (formerly Coviju2 S AS), Coviju3 SAS and Coviju4 SAS.

All current taxes in respect of the period are classified in current liabilities insofar as they have not been settled. Any overpayments of income taxes are classified among balance sheet assets as current receivables.

Deferred taxes are recognized on temporary differences between the carrying amounts of assets and liabilities and their value for tax purposes, with the exception of goodwill. Under the liability method, deferred taxes are calculated on the basis of the income tax rate expected for the fiscal year during which the asset will be realized or the liability settled and are classified among non-current assets and liabilities. Impacts of changes in tax rates from one year to the next are recognized in the net income of the fiscal year during which the change is recognized. Deferred taxes pertaining to items recognized directly in shareholders' equity are also recognized in shareholders' equity.

Total deferred tax assets resulting from temporary differences and tax loss and credit carryforwards must not exceed the estimated value of the tax that may be recovered. The latter is assessed at the end of each fiscal year, based on earnings forecasts for the tax entities concerned. Deferred tax assets and liabilities are not discounted.

All deferred taxes are recognized through profit or loss on the income statement, except those generated by items that are allocated directly to equity. In this case, the deferred taxes are also allocated to equity. This is the case in particular for deferred taxes on brands, when the expected tax rate has just been modified.

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1.2. 12. Retirement, termination and welfare benefit commitments

The group provides its employees with either defined contribution or defined benefit plans.

The group's main obligations under its defined benefit programs consist of retirement benefits and long service awards in France, retirements plans in Germany and termination benefits in Italy.

Breakdown of the various plans:

France

Germany

Italy

Termination benefits and

Retirement plans

Termination plans

Type of plan

long-service awards

Discount rate

0.90%

0.90%

0.90%

Return on plan assets

0.90%

N/A

N/A

Future salary increase

1.95%

1.75%

N/A

Retirement age

63 years

65 years

62 years

Apart from the US work-related accident compensation scheme (worker's compensation) described in Section 1.2.13, the group does not have any obligations for medical benefits.

The same discount rate (0.90%) is used to calculate Bonduelle's obligations under the various plans. It was determined based on AA- rated bond yields of private issuers in the euro zone. The rate of salary inflation presented is an average rate, calculated specifically for each plan.

In accordance with IAS 19, "Employee Benefits", the projected unit credit method is used to calculate pension and other post-retirement benefits under the defined benefit plans, in particular using assumptions about salary inflation, employee turnover, retirement age and life expectancy.

The corresponding actuarial liabilities are recognized either as contributions paid to insurance companies or in the form of provisions.

Under the revised IAS 19, the Bonduelle Group recognizes the actuarial gains and losses generated during the year directly to equity.

Actuarial gains and losses are generated by inter-period changes in the actuarial assumptions used to calculate the value of the liabilities and the assets, and by experience differences corresponding to changes to the database of individual records.

The lines "Impact of discounting" and "Projected return on plan assets" are recognized in financial income or expense.

Under defined contribution plans, the group's only obligation is to pay the required premiums. Said premiums are recognized in the income statement for the period.

1.2. 13. Other non-current and current provisions

Provisions are established for clearly identifiable risks and expenses whose timing or amount is uncertain, when an obligation to a third party actually exists and it is certain or probable that this obligation will result in an outflow of resources without receiving at least equivalent consideration.

In the case of restructuring, an obligation is recognized once its implementation has begun or a detailed plan has been drawn up that has, to a sufficiently clear extent, created a well-founded expectation on the part of the persons in question that the Company will implement the restructuring.

With regard to US companies with workers' compensation programs, compensation claims made and not yet settled on the reporting date, whether carried forward or not, are covered by provisions determined on the basis of the estimated cost of settlement and related processing costs. Where there is enough historical group or market data on claims made and settled, the Executive Management of such companies, with the help of external actuaries, estimates the risks covered by such companies for claims not yet reported, using the actuarial cost method for claims incurred but not reported (IBNR - Incurred But Not Reported). Such provisions are recognized as provisions for employee-related risks and expenses in the Bonduelle Group financial statements and are remeasured every year.

1.2. 14. Revenue

Revenue is derived mainly from sales of finished products. It is recognized in profit or loss when the customer actually obtains control of the product, when it can direct the use and obtain substantially all the remaining benefits from it.

Revenue is recognized net of any discounts or rebates accorded to customers and any costs related to trade agreements, referencing agreements, and/or concerning occasional promotional campaigns invoiced by distributors as well as any penalties that may be incurred by Bonduelle. These amounts are measured when the revenue is recognized, on the basis of agreements and commitments with the customers in question.

Revenue may also include transport services supplied by Bonduelle to its customers. Revenue is then recognized when the service is provided.

1.2. 15. Other current operating income and expenses

This item primarily comprises grants, income from asset disposals, sales not classed as revenue (particularly sales to partners) as well as income associated with adjustments or compensation received.

1.2. 16. Non-recurring items

Non-recurring items comprise significant items that cannot be considered as inherent to the group's operational activity due to their nature and non-habitual character. They include mainly badwill, impairment of intangible assets (including goodwill) from consolidated shareholdings, restructuring and reorganization costs, acquisition costs, insurance deductibles and costs related to non-covered claims, and financial losses arising from fraud or fines, as well as the impacts of changes in estimates.

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1.2. 17. Share-based payments

Share purchase options and free shares granted to employees are measured at their fair value on the allocation date. The fair value is calculated using the Black & Scholes option pricing model for stock options and the discounting of share value adjusted for dividends for the free share allocation plans. The fair value of free shares granted is also calculated on the basis of presence and performance requirements established by the Executive Management. This value is recognized in the income statement for the period during which employee's exercise rights become vested, with the offsetting entry consisting of an equivalent increase in Shareholders' equity. All expenses recognized in relation to options that expire prior to becoming exercisable are reversed in the income statement for the period during which they expire.

1.2. 18. Basic earnings per share and diluted earnings per share

Basic earnings per share are calculated by dividing group net income by the average number of shares in issue during the fiscal year.

To calculate diluted earnings per share, the weighted average number of shares is adjusted to reflect the impact of the conversion of any convertible instruments into common shares.

1.2. 19. Assets and liabilities held for sale and operations discontinued, sold or in the process of being sold

Assets and liabilities held for sale, i.e. immediately available for disposal and whose disposal is highly probable, are presented on separate lines of the consolidated balance sheet of the period during which the decision to sell was taken. The consolidated balance sheets of previous periods are not restated. Sale is said to be highly probable when a plan for the sale of the asset (or group of assets) held for sale has been drawn up by the Executive Management and an active search for an acquirer has been initiated.

Assets held for sale are measured at the lowest of their carrying amount or fair value, minus any selling costs, and are no longer depreciated.

Furthermore, net income and cash flow from discontinued operations or operations that have been sold or are in the process of being sold are presented respectively on a separate line of the income statement and the statement of cash flows, for all of the periods presented.

1.2. 20. Use of estimates

As part of the normal preparation of the consolidated financial statements, the calculation of certain financial data requires the use of assumptions, estimates and assessments. This is especially true for the measurement of intangible assets, deferred taxes on tax loss carryforwards and the calculation of the amount of provisions for risks and charges or provisions for employee benefit and sales commitments. These assumptions, estimates and assessments are based on information and positions existing at the date on which the financial statements were prepared, which may prove, after the fact, to be different from the actual figures.

1.2. 21. Reclassification

The presentation of certain items in the financial statements pertaining to prior years may have been modified to make it compliant with the accounting principles adopted for the most recent period presented. No significant reclassifications were made during the fiscal year.

1.2. 22. Alternative performance indicators

In its financial reporting, the group presents performance indicators not defined by accounting standards. The main performance indicators are as follows:

  • like for like basis: at constant currency exchange rate and scope of consolidation basis. Revenue in foreign currency over the current period is translated into the rate of exchange for the comparable period. The impact of business acquisitions (or takeovers) and divestments is restated as follows:
    • for businesses acquired (or takeovers) during the current period, revenue generated since the acquisition date is excluded from the organic growth calculation;
    • for businesses acquired (or takeovers) during the prior fiscal year, revenue generated during the current period up until the first anniversary date of the acquisition is excluded;
    • for businesses divested (or loss of control) during the prior fiscal year, revenue generated in the comparative period of the prior fiscal year until the divestment date is excluded,
    • for businesses divested (or loss of control) during the current fiscal year, revenue generated in the period commencing 12 months before the divestment date and up to the reporting date of the comparative period of the prior fiscal year is excluded;
  • non-recurringitems: Note 1.2.16;
  • net debt: the Company's credit or debit position with regard to third parties at the end of the operating cycle. It corresponds to current and non-current debt adjusted for derivative assets and liabilities, lease liabilities and cash and cash equivalents;
  • gearing: gearing is the ratio of net debt (Note 5.6) to total shareholders' equity;
  • leverage ratio: the leverage ratio corresponds to the ratio of net debt to REBITDA. It shows the number of years that the Company would need to pay back its debt based on its REBITDA;
  • gross cash flows from operating activities: this corresponds to net cash flow generated by operating activities before change in working capital requirement. It corresponds to net income corrected for the share of net income from associates and calculated items (depreciation and amortization and provisions, deferred taxes and other income with no impact on cash

  • flow);
  • current operating margin: the current operating margin is the ratio of current operating income to revenue;
  • REBITDA (Recurring earnings before interest, taxes, depreciation and amortization): this is current operating income restated for depreciation, amortization and impairment on property, plant and equipment and intangible assets;
  • operating income: this corresponds to current operating income adjusted for non-recurring items;
  • current operating income: current operating income corresponds to net income before financial expense, income tax and share of net income from associates. The group uses current operating income as its main performance indicator. Current operating income shall be taken before taking into account non-recurring items. These correspond to material items that are unusual, abnormal and infrequent and do not relate to the Company's underlying performance;

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  • ROCCE: this ratio measures the profitability of capital investments made by shareholders and funds loaned by banks and other financial partners. It is obtained by dividing current operating income by capital employed, or the sum of shareholders' equity and net debt.

2. Scope of consolidation

NOTE 2.1 CHANGES IN THE SCOPE OF CONSOLIDATION AND ACQUISITIONS OF INDIVIDUAL ASSETS

Change to Soléal's shareholder structure (France)

Established for more than 40 years in South-West of France, Bonduelle, a 48% shareholder of the Soléal company, acquired in July 2019 most of the interests of the Euralis, Maïsadour and Vivadour cooperatives held in the company.

The Soléal company includes 2 sweet corn and vegetable processing plants located in the South-West of France (Labenne and Bordères). Changes in the ownership of Soléal include some sourcing commitments, will strengthen the long term partnership with growers, and increase the competitiveness of the Bonduelle Group.

Soléal was already controlled and fully consolidated by the Bonduelle Group prior to this transaction.

3. Operating data and non-recurring items

NOTE 3.1 SEGMENT REPORTING

Non-Europe

Total at

(in thousands of euros)

Europe Zone

Zone

Eliminations

2019/06/30

Income statement

Revenue

1,306,450

1,480,073

(9,402)

2,777,120

Intercompany sales

(9,402)

0

9,402

0

TOTAL REVENUE

1,297,048

1,480,073

2,777,120

Current operating profit

54,717

68,947

123,665

Non-Europe

Total at

(in thousands of euros)

Europe Zone

Zone

2019/06/30

Non-current assets

France

321,505

0

321,505

United States

0

428,225

428,225

Other

165,997

207,155

373,153

TOTAL NON-CURRENT ASSETS

487,503

635,381

1,122,884

Non-Europe

Total at

(in thousands of euros)

Europe Zone

Zone

Eliminations

2020/06/30

Income statement

Revenue

1,310,905

1,555,332

(11,362)

2,854,876

Intercompany sales

(11,362)

0

11,362

0

TOTAL REVENUE

1,299,543

1,555,332

2,854,876

Current operating profit

51,210

57,444

108,654

Non-Europe

Total at

Non-current assets

Europe Zone

Zone

2020/06/30

France

329,300

0

329,300

United States

0

486,910

486,910

Other

170,496

217,270

387,765

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TOTAL NON-CURRENT ASSETS

499,796

704,180

1,203,975

3.1. 1. Information by segment

Total at

(in thousands of euros)

Canned

Frozen

Fresh

2019/06/30

Revenue - excluding intercompany

1,023,393

657,908

1,095,819

2,777,120

Total at

(in thousands of euros)

Canned

Frozen

Fresh

2020/06/30

Revenue - excluding intercompany

1,121,485

684,967

1,048,423

2,854,876

3.1. 2. Information by destination geographical area

(in thousands of euros)

At 2019/06/30

At 2020/06/30

United States

972,764

35%

975,779

34%

France

636,421

23%

636,366

22%

Canada

295,899

11%

336,521

12%

Southern Europe

238,501

9%

230,968

8%

Germany

219,210

8%

214,423

7%

Eurasia(1)

169,997

6%

195,360

7%

Northern Europe

126,988

5%

132,281

5%

Central Europe(2)

66,489

2%

81,533

3%

Other

50,851

1%

51,645

2%

TOTAL REVENUE

2,777,120

100%

2,854,876

100%

  1. Russia and other CIS countries.
  2. Eastern European countries that have joined the European Union

NOTE 3.2 PURCHASES AND EXTERNAL CHARGES

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Purchases of goods and other supplies

(1,464,154)

(1,466,102)

Production in inventory

14,469

6,792

Changes in inventories of goods and other supplies

31,426

15,214

Other external charges

(596,126)

(581,097)

TOTAL PURCHASES AND EXTERNAL CHARGES

(2,014,385)

(2,025,193)

NOTE 3.3 OTHER OPERATING INCOME AND EXPENSES

At

(in thousands of euros)

Notes

At 2019/06/30

2020/06/30

Operating services

3,745

3,786

Reversals of provisions

9.1

2,989

2,098

Reversal of current asset impairment

3.5 & 3.6

2,474

2,225

Grants

3,822

4,042

Income from asset disposals

1,690

806

Other operating income*

29,085

13,832

TOTAL OTHER OPERATING INCOME

43,806

26,790

  • This item mainly comprises sales to partners not classed as revenue, insurance compensation and settlement of accounts with third parties.

At

(in thousands of euros)

Notes

At 2019/06/30

2020/06/30

Taxes and duties

(23,481)

(25,743)

Bonduelle- 16

Provisions

9.1

(2,964)

(4,907)

Impairment of current assets

3.5 & 3.6

(6,174)

(6,862)

Other operating expenses

(21)

150

TOTAL OTHER OPERATING EXPENSES

(32,641)

(37,362)

NOTE 3.4 NON-RECURRING ITEMS

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Reorganization and restructuring costs

(2,973)

(2,308)

Insurance deductibles and costs relating to claims

(4,517)

(4,215)

Acquisition costs and fees

(360)

0

Other (net balance)

0

(243)

TOTAL NON-RECURRING ITEMS

(7,851)

(6,766)

NOTE 3.5 INVENTORIES AND WORK-IN-PROGRESS

Net

Net

carrying

carrying

amounts

amounts

Gross

At

Gross

At

(in thousands of euros)

amounts

Provisions

2019/06/30

amounts

Provisions

2020/06/30

Materials and packaging

181,159

(1,996)

179,163

185,678

(1,989)

183,689

Work-in-progress and finished goods

468,496

(20,233)

448,263

467,586

(24,147)

443,439

TOTAL INVENTORIES AND WORK-

IN-PROGRESS

649,655

(22,229)

627,426

653,264

(26,136)

627,128

Detail of provisions for impairment of inventories and work-in-progress

At

At

(in thousands of euros)

2019/06/30

2020/06/30

Materials and packaging

Opening balance

(1,710)

(1,996)

Additions

(614)

(760)

Reversals

343

731

Translation adjustments and other

(15)

37

CLOSING BALANCE

(1,996)

(1,987)

Work-in-progress and finished goods

Opening balance

(16,700)

(20,233)

Additions

(4,910)

(5,216)

Reversals

1,703

514

Translation adjustments and other

(326)

788

CLOSING BALANCE

(20,233)

(24,147)

Bonduelle- 17

NOTE 3.6 TRADE AND OTHER RECEIVABLES

Analysis of trade and other receivables:

Net carrying

Net carrying

Gross

amounts At

Gross

amounts At

(in thousands of euros)

amounts

Provisions

2019/06/30

amounts

Provisions

2020/06/30

Customers

260,986

(2,041)

258,945

247,492

(1,850)

245,642

Tax and social security receivables

41,618

0

41,618

40,542

0

40,542

Other receivables

24,005

(405)

23,600

24,921

(30)

24,891

TOTAL TRADE AND OTHER

RECEIVABLES

326,609

(2,446)

324,163

312,956

(1,880)

311,075

Change in impairment of trade and other receivables

(in thousands of euros)

2019/30/06

2020/30/06

Customers

Opening balance

(1,652)

(2,041)

Additions

(636)

(885)

Reversals

279

969

Translation adjustments and other(1)

(32)

107

CLOSING BALANCE

(2,041)

(1,850)

Other receivables

Opening balance

(527)

(405)

Additions

(14)

(1)

Reversals

150

375

Translation adjustments and other(1)

(15)

2

CLOSING BALANCE

(405)

(30)

  1. Reclassifications from account to account

Trade and related receivables by maturity

(in thousands of euros)

2019/30/06

2020/30/06

Not yet due

217,871

210,890

Overdue:

• less than 30 days

35,647

25,573

• between 30 and 90 days

2,749

5,080

• more than 90 days

2,678

4,099

TOTAL TRADE AND RELATED RECEIVABLES

258,945

245,642

NOTE 3.7 TRADE AND OTHER PAYABLES

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Trade payables

436,858

435,077

Amounts payable for acquisition of assets

15,483

15,791

Tax and social security payables

114,004

126,072

Other payables

41,110

51,447

TOTAL TRADE AND OTHER PAYABLES

607,456

628,387

Bonduelle- 18

4. Expenses, headcount and employee benefits

NOTE 4.1 REMUNERATION AND HEADCOUNT

(in thousands of euros and number of employees)

At 2019/06/30

At 2020/06/30

Employee expense for consolidated companies

(560,814)

(598,242)

Average annual workforce

14,589

14,617

Employees with long-term employment contracts

10,655

10,861

NOTE 4.2 EMPLOYEE BENEFIT OBLIGATIONS

4.2. 1. Defined contribution plans

The group is involved in setting up pension plans for its personnel in accordance with the laws and practices of the countries in which group companies operate. Commitments correspond to contributions payable. These stand at 31,370 thousand euros at June 30, 2020, compared with 31,388 thousand euros at June 30, 2019.

4.2. 2. Defined benefit plans

In addition, the group is mainly responsible for contractual commitments to pay severance and termination benefits. Commitments are measured using the Projected Credit Unit method.

A description of the plans can be found in Note 1.2 12.

Changes to the financial position of defined benefit plans are as follows:

(in thousands of euros)

2018-2019

2019-2020

Income statement: Retirement expense

Cost of services rendered during the year

1,316

1,461

Impact of discounting

436

333

Projected return on plan assets

(45)

(17)

(Gains)/Losses from plan wind up

0

0

RETIREMENT (INCOME) EXPENSE RECOGNIZED

1,707

1,777

(in thousands of euros)

2018-2019

2019-2020

Change in the present value of the obligation

Present value of DBO(1) at July 1

26,430

27,521

Cost of services rendered during the year

1,316

1,461

Impact of discounting

436

333

Employee contributions

0

0

Plan reduction and amendment

0

0

Currency effect

9

(18)

Benefits paid

(2,149)

(1,652)

Actuarial (gains)/losses related to changes in demographic assumptions

9

0

Actuarial (gains)/losses related to changes in actuarial assumptions

1,634

1,511

Actuarial (gains)/losses related to experience differences

(164)

87

PRESENT VALUE OF DBO(1) AT JUNE 30

27,521

29,243

(1) DBO: Defined benefit obligation.

Bonduelle- 19

(in thousands of euros)

2018-2019

2019-2020

Change in fair value of plan assets

Fair value of plan assets at July 1

2,935

1,445

Projected return on plan assets

45

17

Employer contributions

523

1,334

Employee contributions

0

0

Plan wind up

0

0

Benefits paid

(2,054)

(1,577)

Actuarial (gains)/losses related to experience differences

(4)

17

FAIR VALUE OF PLAN ASSETS AT JUNE 30

1,445

1,236

(in thousands of euros)

2018-2019

2019-2020

Reconciliation with amount recognized in balance sheet

Net financial position: surplus/(deficit)

(26,076)

(28,007)

Impact of the limiting of surpluses

0

0

(Provision) at June 30

(26,076)

(28,007)

NET ASSETS AT JUNE 30

0

0

(in thousands of euros)

2018-2019

2019-2020

Actuarial gains and losses

Actuarial (gains)/losses generated at July 1

5,279

6,763

Actuarial (gains)/losses generated between July 1 and June 30

1,483

1,581

(in thousands of euros)

2018-2019

2019-2020

Change in carrying amounts recognized during the year

Net opening (liability) asset

(23,495)

(26,076)

Retirement (expense) income

(1,707)

(1,777)

Benefits paid by the employer

618

1,409

Currency effect

(9)

18

Actuarial differences recognized in equity

(1,483)

(1,581)

NET CLOSING (LIABILITY) ASSET

(26,076)

(28,007)

For the actuarial assumptions at year-end, refer to Note 1.2.12.

The assets managed by financial institutions to cover the group's termination benefit obligations are matched to general assets.

At June 30, 2020, the sensitivity of provisions for retirement benefits to the discount rate was as follows: a 0.50 point rise in the discount rate would have reduced the group's liability by 1,853 thousand euros. Conversely, a 0.50 point drop would have increased the group's liability by 2,034 thousand euros.

NOTE 4.3 SHARE-BASED PAYMENTS

The Bonduelle SCA General Management is authorized to grant Bonduelle stock options and free shares to certain officers and employees of the group.

Bonduelle- 20

Characteristics of the free share allocation plans (AGA)

(1)

Plan 5

Plan 7

Plan 8

Plan 9

Plan 10

Plan 11

Plan 12

Date of Shareholders' Meeting:

12/03/2015

12/03/2015

12/06/2018

12/06/2018

12/06/2018

12/06/2018

12/06/2018

Date of the General Management decision

09/16/2016

10/06/2017

12/07/2018

12/07/2018

12/07/2018

12/07/2018

12/07/2018

Initial number of shares allocated

76,801

47,582

72,066

7,616

26,429

24,141

24,373

• Of which number of shares granted to Guillaume Debrosse,

Permanent Representative of Pierre et Benoit Bonduelle SAS,

N/A

N/A

11,423

0

0

0

0

General Manager of Bonduelle SCA

• Of which number of shares granted to the entire Executive

76,801

47,582

72,066

0

26,429

24,141

24,373

Committee

(2)

• Of which other

0

0

0

7,616

0

0

0

Total number of free shares allocated

76,801

47,582

72,066

7,616

26,429

24,141

24,373

Total number of free shares canceled or expired

63,196

0

Effective allocation date

09/16/2019

10/06/2020

11/05/2021

12/07/2019

12/31/2020

02/28/2021

03/31/2021

Date from which shares can be sold

09/17/2019

10/06/2020

11/05/2021

12/07/2020

12/31/2020

02/28/2021

03/31/2021

Number of shares actually awarded at June 30, 2020

13,605

0

0

7,616

0

0

0

Plan 13

Plan 14

Plan 15

Plan 16

Plan 17

Plan 18

Plan 19

Date of Shareholders' Meeting:

12/06/2018

12/06/2018

12/06/2018

12/06/2018

12/06/2018

12/06/2018

12/06/2018

Date of General Management decision

12/07/2018

02/11/2019

12/12/2019

12/12/2019

12/12/2019

12/12/2019

12/12/2019

Initial number of shares allocated

18,619

23,024

21,231

21,230

21,230

35,535

3,581

• Of which number of shares granted to Guillaume Debrosse,

Permanent Representative of Pierre et Benoit Bonduelle SAS,

0

0

0

0

0

0

0

General Manager of Bonduelle SCA

• Of which number of shares granted to the entire Executive

18,619

0

0

0

0

9,275

0

Committee

(2)

• Of which other

0

23,024

21,231

21,230

21,230

26,260

3,581

Total number of free shares allocated

18,619

23,024

21,231

21,230

21,230

35,535

3,581

Total number of free shares canceled or expired

Effective allocation date

12/31/2021

02/11/2022

12/13/2020

12/13/2021

12/13/2022

12/13/2022

12/13/2022

Date from which shares can be sold

12/31/2021

02/11/2022

12/13/2021

12/13/2021

12/13/2022

12/14/2022

12/14/2022

Number of shares actually awarded at June 30, 2020

0

0

0

0

0

0

0

Plan 20

Plan 21

Plan 22

Plan 23

Plan 24

Plan 25

Plan 26

Date of Shareholders' Meeting:

12/06/2018

12/06/2018

12/06/2018

12/06/2018

12/06/2018

12/06/2018

12/06/2018

Date of General Management decision

12/12/2019

12/12/2019

12/12/2019

12/12/2019

12/12/2019

12/12/2019

12/12/2019

Initial number of shares allocated

898

136,062

364

3,239

1,928

2,910

16,388

• Of which number of shares granted to Guillaume Debrosse,

Permanent Representative of Pierre et Benoit Bonduelle SAS,

0

18,339

0

0

0

0

0

General Manager of Bonduelle SCA

• Of which number of shares granted to the entire Executive

0

94,163

0

0

0

0

12,786

Committee

(2)

• Of which other

898

41,899

364

3,239

1,928

2,910

3,602

Total number of free shares allocated

898

136,062

364

3,239

1,928

2,910

16,388

Total number of free shares canceled or expired

Effective allocation date

12/13/2022

12/13/2022

12/13/2022

12/13/2022

12/13/2022

12/13/2022

12/13/2022

Date from which shares can be sold

12/13/2022

12/13/2022

12/13/2022

12/13/2022

12/13/2022

12/13/2022

12/13/2022

Number of shares actually awarded at June 30, 2020

0

0

0

0

0

0

0

  1. The free share grant is based on the one hand on a long-term incentive mechanism. Plans based on return on capital employed representing 50% of salary or
    fixed compensation at target and contingent on employment on the date of effective allocation. And on the other hand, as part of an end-of-career mechanism for senior executives, based on the execution of succession plans. In accordance with the provisions of the AFEP-MEDEF Code, there are no hedging transactions in favor of corporate officers.
  2. Group Executive Committee up to plan 7, Group Management Committee from plan 8 onwards.

Valuation of stock option and free share allocation plans

As stated in Note 1.2.17, share purchase options and free shares granted to employees are measured at their fair value on the allocation date, based on the Black & Scholes option pricing model for stock options and the discounting of share value adjusted for dividends for the free share allocation plans. The fair value of free shares granted is also calculated on the basis of presence and performance requirements established by the Executive Management.

The expense under IFRS 2 for the period was 2,993 thousand euros.

5. Financing and financial instruments

NOTE 5.1 MANAGEMENT OF FINANCIAL RISKS

The group has established an organization that provides for centralized management of all of its liquidity, currency, interest rate and counterparty credit risks. The Finance Department has assigned the group Finance and Treasury Department responsibility for financial risk management, and provided it with all of the expertise and tools needed to participate in the various financial markets as effectively and safely as possible. The organization and procedures utilized are regularly reviewed by the Internal Audit Department and the Statutory Auditors. At meetings held regularly with the Chief Financial Officer and Head of Finance and Treasury, the group's Executive Management validates, on the basis of a report published monthly, the implementation of previously authorized management strategies.

Bonduelle- 21

In a rapidly changing global economic environment, characterized by market volatility and changes in financial techniques, the role of the group Finance and Treasury Department is to:

  • ensure optimum and sufficient financing for the development and growth of the group's operating activities;
  • identify, evaluate and hedge all financial risks in close collaboration with the operations teams.

The objective is to minimize, at the lowest possible cost, the impact of financial market fluctuations on the group's income statement, in order to reduce the capital allocation required to manage these financial risks.

The group prohibits the taking of speculative positions.

5.1. 1. Liquidity risk

The group Finance Department is responsible for maintaining sufficient liquidity at all times. It accomplishes this by efficiently managing the group's cash balances and ensuring that the maturity and conditions of the financing obtained are appropriate. In particular, it arranges confirmed lines of credit to maximize the flexibility of the group's financing (see Note 5.6 of the notes to the consolidated financial statements at June 30, 2020).

The Company specifically reviewed its liquidity risk and considers that it is able to meet its future payments.

5.1. 2. Market risks

Currency risk

Risks related to changes in foreign exchange rates

The group publishes its consolidated financial statements in euros, and in 2019(2020,) 44.1% of revenue and 40.8% of current operating income were denominated in euros.

The share of assets, liabilities, sales and earnings denominated in other currencies - essentially the Polish zloty, Hungarian forint, Russian ruble, Brazilian real and US and Canadian dollars - fluctuates continuously. This means that the group is affected by fluctuations in the value of these currencies relative to the euro when they are translated into euros in the consolidated financial statements. For example, when the euro rises against these currencies, it reduces the earnings contribution from those subsidiaries whose financial statements are denominated in these currencies.

All sales and expenses of group subsidiaries are generally expressed in their local currency, with the exception of imports, exports and financial transactions covered by centralized and systematic foreign currency hedges, where the type of exposure means that it can be hedged: Bonduelle therefore believes that its local exposure to currency fluctuations, after hedging, is limited.

The group's international growth strategy contributes to increasing the weight of non euro-denominated activities in revenue, operating profit and consolidated net income.

Hedging policies for currency risk

The group seeks to hedge all risks relating to the activities of its subsidiaries denominated in a currency other than their functional currency and risks relating to the financing of some subsidiaries operating in countries whose functional currency is not the euro; the asset/liability structure of the financing is created by natural matching or by putting financial instruments in place.

The group uses over-the-counter financial instruments only to hedge the financial risks generated by its production and sales activities. All hedges entered into must comply with the objectives and procedures established by the Bonduelle Group's Executive Management. These transactions are centralized within the group Finance and Treasury Department.

The group's policy regarding fluctuations in foreign exchange rates consists of periodically calculating its net exposure to foreign currencies and using financial derivatives to reduce this risk.

The group makes use above all of currency forward contracts, currency swaps and options entered into with highly-rated bank counterparties. Details of the portfolio as well as an analysis of foreign exchange rate sensitivity appear in Notes 5.2 and 5.5 to the consolidated financial statements at June 30, 2020.

Interest rate risk

The interest rate management policy is coordinated, controlled and handled centrally, with the aim of protecting future cash flows and reducing the volatility of finance costs. The group uses various instruments available on the market, especially interest rate options and swaps.

Under IFRS 9, interest rate fluctuations may have an impact on the group's consolidated net income and equity. Details of the portfolio as well as an analysis of interest rate sensitivity appear in Notes 5.2 and 5.5 to the consolidated financial statements at June 30, 2020.

Credit risk

In light of the high credit quality of the group's principal counterparties and the wide dispersion of its customers throughout the world, especially in the mass-market retailing sector, the group considers that it does not have significant exposure to credit risk. Nevertheless, most of this risk is covered by a first-class insurer.

Given the high liquidity of the group's trade and related receivables, the fair value of these assets is considered to be equal to their carrying amount.

Counterparty credit risk

In its dealings in financial assets in general and any cash balances, the group works only with highly-rated bank counterparties. Any cash surpluses are generally managed in short-terminterest-bearing deposits.

Raw materials risk

The Bonduelle Group has always favored the best agricultural lands and the geographical diversification of its sourcing regions when deciding where to locate its production facilities, in order to reduce the climate-related risks inherent to all growing activities.

There is, moreover, no organized market for the agricultural raw materials purchased by the Bonduelle Group. Changes in the prices of agricultural raw materials quoted on a market do, however, have a more or less significant impact on the group's purchase prices,

Bonduelle- 22

depending on the agricultural alternatives available to producers. In order to ensure long-term relationships with its vegetable suppliers, Bonduelle holds annual negotiations with producers' associations well in advance of the harvest, which relate principally to the producer's net margin per hectare. Bonduelle is therefore obliged to adjust its selling prices to reflect the results of its vegetable purchasing negotiations, which vary between sourcing regions.

However, the resilience of the Bonduelle Group's recurring operating profitability demonstrates its overall ability to pass on the increase in raw material costs in its selling prices.

5.1. 3. Equity management

The Bonduelle Group always ensures that its financial structure remains optimal by respecting the balance between its net financial debt and its equity, and by maintaining a consistent dividend policy. This is intended to keep the cost of capital to a minimum, to maximize share price and dividend growth for the shareholders and to maintain sufficient financial flexibility to take advantage of any opportunities that may arise.

Shareholders' equity at June 30, 2020 stood at 709.9 million euros. On the basis of this, General Management will propose a dividend of 0.40 euro per share to the Shareholders' Meeting of December 3, 2020.

NOTE 5.2 FINANCIAL INCOME (EXPENSE)

The group's net financial income (expense) at June 30, 2020 amounted to (25.9) million euros, compared with (22.6) million euros the previous year.

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Cost of net debt

A

(21,887)

(20,344)

Cash and cash equivalents

107

311

Interest expense (at effective interest rate)

(21,994)

(20,717)

Gains and losses on liabilities covered by fair value

hedges

(7,480)

149

Gains and losses on fair value hedging derivatives

7,480

(87)

Other financial income and expenses

B

(750)

(5,514)

Foreign exchange gain (loss)

(875)

(3,535)

Net gain (loss) on derivatives ineligible for hedge

accounting (foreign currency & interest rate risk)

503

748

Other financial income and expenses

(378)

(2,727)

FINANCIAL RESULT

A B

(22,637)

(25,858)

The cost of net financial debt, the main component of financial income (expense), was down from (21.9) million euros at June 30, 2019 to (20.3) million euros at June 30, 2020.

It comprises mainly 20.7 million euros in interest paid at the effective interest rate. Further to the adoption of IFRS 9, the impact of residual ineffectiveness on the debt hedged at fair value, and hedge derivatives recognized at fair value linked to cross-currency basis swap spreads, is recognized in equity and will be recognized in profit or loss when the underlying debt matures, in line with the option offered by IFRS 9 and adopted by the group.

The reduction in the cost of net debt was mainly due to:

  • the dilutive effect of the refinancing of the EuroPP by the USPP issued in May 2019;
  • amortization of USPP and Term Loan debt instruments;
  • a decrease in the interest rates of the currencies in which the group borrows.

The interest rate, calculated on the group's average debt, all currencies combined, and restated to account for IFRS impacts, stood at 2.15%, compared with 2.41% the previous year.

Other financial income and expenses ((5.5) million euros) break down as follows:

  • a 2.8 million-euro foreign exchange loss corresponding to gains/losses from foreign exchange hedges on cash flows relating to commercial activities and cash in foreign currencies. Further to the adoption of IFRS 9, the impact of ineffectiveness (time value of options) is recognized in equity and reclassified to profit or loss when the underlying flow matures, in line with the principles adopted by the group;
  • a 2.7 million-euro loss in other financial income and expenses, mainly due to interest charges on IFRS 16 lease liabilities for an amount of (2.5) million euros.

As required by IFRS 7, the group performed sensitivity analyses to measure its exposure to material changes in interest and foreign exchange rates.

The scope of the interest rate sensitivity analyses included all financial instruments, both debt and derivatives. The analyses were made assuming a uniform shift of +/- 50 basis points in all yield curve maturities at the reporting date. The market values of the instruments were obtained from the valuation platforms used by the group's Finance and Treasury Department, and market data are populated using real-time information systems (Reuters, etc.).

Analysis of sensitivity to interest rates

(in thousands of euros)

Change in interest rates

Bonduelle- 23

+50 bps

(50) bps

Impact on

Impact on results

Impact on

Impact on results

equity

equity

Interest on debt

0

(3,592)

0

3,592

Mark-to-market valuation of debt

0

4,334

0

(4,459)

Payables

0

742

0

(867)

Financial income from interest rate derivatives

0

1,423

0

(892)

Mark-to-market valuation of interest rate derivatives

1,445

(4,017)

(836)

4,127

Interest rate derivatives

1,445

(2,594)

(836)

3,235

TOTAL

1,445

(1,852)

(836)

2 368

The same valuation methods used to measure interest rate sensitivity (information systems and valuation platforms, etc.) are used to measure the group's exposure to changes in the currencies it uses for business and financing purposes (USD, HUF, CAD, RUB, PLN,

...). The scope includes all balance sheet liabilities and receivables, those portions of trade-related flows expected to be generated during the period hedged, and all derivative instruments used to hedge foreign currency exposures.

In accordance with IFRS 7 §23, it is specified that, since this consists primarily of hedges of trading flows denominated in foreign currencies, the flows hedged and the associated hedging instruments generally mature in less than one year.

In the case of longer-term assets or liabilities, hedges can extend beyond one year, though they must not exceed the current limit of five years.

For the methods used to prepare the currency fluctuation sensitivity calculations, a variation of +/-5% in exposure to the main currencies has been applied.

Analysis of sensitivity to changes in exchange rates (excluding subsidiaries' net equity)

Exchange rate changes of

+5% variation in the euro against

(5)% variation in the euro against

the foreign currency

the foreign currency

Impact on

Impact on results

Impact on

Impact on results

(in thousands of euros)

equity

equity

HUF/EUR

35

36

(42)

(127)

USD/EUR

56

(43)

(57)

27

PLN/EUR

17

(12)

(17)

24

RUB/EUR

(39)

(336)

74

159

USD/CAD

17

(78)

(15)

26

TOTAL

86

(433)

(58)

108

NOTE 5.3 PRESENTATION OF FINANCIAL ASSETS AND LIABILITIES BY CATEGORY

At 2019/06/30

Financial assets within the scope of

Assets

application of IFRS 9 on financial

excluded

instruments

from the

Fair

scope of

application

Value

Fair

value

of IFRS 9

on the

value through

through

on financial

balance

Fair

Amortized

Shareholders'

profit or

instruments

(in thousands of euros)

sheet

value

cost

equity

loss

Non-current assets

Other non-current financial assets

38,519

38,519

5,876

16,287

16,358

0

Investments in subsidiaries

16,061

16,061

0

16,061

0

0

Derivative assets

16,584

16,584

0

226

16,358

0

Other non-current financial assets

5,875

5,875

5,876

0

0

0

Other non-current assets

2,908

2,908

1,428

0

0

1,480

Other non-current receivables

1,428

1,428

1,428

0

0

0

Prepaid expenses

1,480

1,480

0

0

0

1,480

Current assets

Bonduelle- 24

Trade & other receivables

330,012

330,012

330,012

0

0

0

Other current assets

11,883

11,883

100

0

0

11,783

Non-consolidated loans and

receivables

93

93

93

0

0

0

Prepaid expenses

11,783

11,783

0

0

0

11,783

Other assets

7

7

7

0

0

0

Derivative assets

3,849

3,849

0

334

3,515

0

Marketable securities and other

investments

286

286

286

0

0

0

Cash and cash equivalents

16,407

16,407

16,407

0

0

0

Financial liabilities within the scope of

Liabilities

IFRS 9 on financial instruments

excluded

from the

Fair

scope

Value

Fair

value

of

on the

value through

through

IFRS 9 on

(in thousands of euros)

balance

Fair

Amortized

Shareholders'

profit or

financial

sheet

value

cost

equity

loss

instruments

Non-current liabilities

Financial debts

564,215

564,620

540,033

2,432

22,155

0

Debt excluding derivatives

561,783

562,188

540,033

0

22,155

0

Derivative liabilities

2,432

2,432

0

2,432

0

0

Other non-current liabilities

29,886

29,886

19,673

0

0

10,214

Prepaid income and other

10,214

10,214

0

0

0

10,214

accrual accounts

Miscellaneous debts

19,673

19,673

19,673

0

0

0

Current liabilities

Trade and other payables

609,559

609,559

609,559

0

0

0

Current Financial debts

127,659

127,689

123,057

439

4,192

0

Debt excluding derivatives

126,229

126,259

123,057

0

3,201

0

Current derivative liabilities

1,430

1,430

0

439

991

0

Other current liabilities

1,887

1,887

0

0

0

1,887

Prepaid income and other

1,887

1,887

0

0

0

1,887

accrual accounts

At 2020/06/30

Assets

Financial assets within the scope of

excluded

application of IFRS 9 on financial

from the

instruments

scope of

Fair

application

Value

Fair

value

of IFRS 9

on the

value through

through

on financial

balance

Fair

Amortized

Shareholders'

profit or

instruments

(in thousands of euros)

sheet

value

cost

equity

loss

Non-current assets

Other non-current financial assets

30,175

30,175

4,835

10,396

14,944

0

Investments in subsidiaries

10,353

10,353

0

10,353

0

0

Derivative assets

14,988

14,988

0

43

14,944

0

Other non-current financial assets

4,835

4,835

4,835

0

0

0

Other non-current assets

2,130

2,130

1,238

0

0

892

Other non-current receivables

1,238

1,238

1,238

0

0

0

Prepaid expenses

892

892

0

0

0

892

Bonduelle- 25

Current assets

Trade & other receivables

311,075

311,075

311,075

0

0

0

Other current assets

8,336

8,336

42

0

0

8,294

Non-consolidated loans and

receivables

33

33

33

0

0

0

Prepaid expenses

8,294

8,294

0

0

0

8,294

Other assets

9

9

9

0

0

0

Derivative assets

6,723

6,723

0

728

5,994

0

Marketable securities and other

investments

178

178

178

0

0

0

Cash and cash equivalents

6,460

6,460

6,460

0

0

0

Financial liabilities within the scope of

Liabilities

IFRS 9 on financial instruments

excluded

from the

Fair

scope

Value

Fair

value

of

on the

value through

through

IFRS 9 on

balance

Fair

Amortized

Shareholders'

profit or

financial

(in thousands of euros)

sheet

value

cost

equity

loss

instruments

Non-current liabilities

Financial debts

541,442

541,751

524,969

2,052

14,730

0

Debt excluding derivatives

539,390

539,699

524,969

0

14,730

0

Derivative liabilities

2,052

2,052

0

2,052

0

0

Other non-current liabilities

26,325

26,325

17,969

0

0

8,356

Prepaid income and other

8,356

8,356

0

0

0

8,356

accrual accounts

Miscellaneous debts

17,969

17,969

17,969

0

0

0

Current liabilities

Trade and other payables

628,387

628,387

628,387

0

0

0

Current Financial debts

117,915

117,939

111,218

1,102

5,619

0

Debt excluding derivatives

115,019

115,043

111,218

0

3,825

0

Current derivative liabilities

2,896

2,896

0

1,102

1,794

0

Other current liabilities

2,203

2,203

0

0

0

2,203

Prepaid income and other

2,203

2,203

0

0

0

2,203

accrual accounts

Offsetting financial assets and liabilities (IFRS 7 amendment):

The group subscribes for over-the-counter derivatives with leading banks under agreements which offset payables and receivables in the event of default of one of the contracting parties. These conditional netting agreements do not meet IAS 32 criteria for offsetting derivative assets and liabilities in the balance sheet. They do, however, fall within the scope of disclosures to be made under IFRS 7.13 on the offsetting of financial assets and liabilities. On this basis, the effects of the netting agreements are as follows:

  • net amount of derivative assets under IFRS 7.13: +21.7 million euros;
  • net amount of derivative liabilities under IFRS 7.13: (4.9) million euros.

The fair value of 11.5 million euros recognized in the balance sheet for derivative assets essentially relates to cross-currency swaps in US dollars. These swaps were introduced to hedge the bond issue in the United States with a nominal value of 87 million US dollars at June 30, 2020.

These transactions are equally distributed among three highly-rated bank counterparties.

NOTE 5.4 OTHER NON-CURRENT FINANCIAL ASSETS

Analysis of changes in gross amounts and impairment:

Disposals

At

Acquisitions

or

Other(3)

At

(in thousands of euros)

06/30/2018

or charges

reversals

2019/06/30

Gross values (1)

Bonduelle- 26

Equity investments (2)

17,135

0

0

0

17,135

Derivative assets

13,297

0

0

3,287

16,584

Other non-current financial assets

5,614

628

(143)

(18)

6,080

36,046

629

(143)

3,268

39,800

Impairment

Equity investments (2)

1,075

0

0

0

1,075

Other non-current financial assets

206

0

0

0

206

1,281

0

0

0

1,281

Net amount

Equity investments (2)

16,060

0

0

0

16,060

Derivative assets

13,297

0

0

3,287

16,584

Other non-current financial assets

5,408

628

(143)

(18)

5,875

34,765

629

(143)

3,268

38,519

Disposals

At

Acquisitions

or

Other(3)

At

(in thousands of euros)

2019/06/30

or charges

reversals

2020/06/30

Gross values (1)

Equity investments (2)

17,135

909

(5)

0

18,039

16,584

0

0

(1,596)

Derivative assets

14,988

6,082

197

(635)

(603)

Other non-current financial assets

5,041

39,800

1,106

(640)

(2,199)

38,067

Impairment

Equity investments (2)

1,075

6,616

(5)

0

7,686

Other non-current financial assets

206

0

0

0

206

1,281

6,616

(5)

0

7,892

Net amount

Equity investments (2)

16,060

(5,707)

0

0

10,353

Derivative assets

16,584

0

0

(1,596)

14,988

5,876

197

(635)

(603)

Other non-current financial assets

4,835

38,519

(5,510)

(635)

(2,199)

30,175

  1. Valuation principles are described in Note 1.2.
  2. This item corresponds to the carrying amount of the main shares in non-consolidated companies held by the group.

The heading primarily contains the Bonduelle Group's interests in Coopérative France Champignon (France), in which net income for the fiscal year was not deemed significant. In accordance with IFRS 10 and 11, this company was not consolidated (Note 1.1.2), since the group does not have a controlling interest.

The change in the fair value of these securities is recognized in shareholders' equity.

(3) Reclassifications and fair value of derivative assets.

NOTE 5.5 DERIVATIVE FINANCIAL INSTRUMENTS

The group uses over-the-counter derivatives to manage exposure to foreign exchange and interest rate risks. Group policy excludes being engaged in speculative transactions on the financial markets.

5.5.1. Interest rate derivatives

Fair value hedges

Two of the fixed-rate bonds issued by the group were swapped to a variable interest rate at the time they were issued. The EUR tranche of the USPP issued on July 6, 2017, was swapped, in full, to a variable interest rate. These swaps meet the criteria required for fair value hedge accounting under IAS 39, amended by IFRS 9. The portion of the underlying debt and the swaps were recognized in the balance sheet at their market value.

Cash flow hedges

In August 2010, the group issued a fixed-rate USPP bond of 145 million dollars. In respect of the share of debt hedged by a derivative instrument converting a USD fixed-rate into a euro fixed-rate, provided the effectiveness of the hedging relationship has been validated using prospective tests, all changes in fair value of these instruments are booked directly to equity.

Bonduelle- 27

With regard to the EUR tranche of the USPP issued in July 2017, caps were put in place to protect against any interest rate rises. These hedges meet the criteria required for accounting in equity under IFRS 9.

Hedges not eligible for hedge accounting under IFRS

The group's debt also includes outstanding debts swapped into a variable interest rate. The group is therefore exposed to increases in euro interest rates. To hedge this risk, the group has set in place tunnel-type options, or caps, that protect it against any significant rise in interest rates. These instruments now meet the criteria required for accounting in equity under IFRS 9. At June 30, 2020, the group did not have any interest rate hedges that were not eligible for hedge accounting.

5.5.2. Foreign currency derivatives

Fair value hedges

The group is exposed to changes in the value of the bonds issued in US dollar in 2010 produced by fluctuations in the EUR/ USD exchange rate. Derivatives, forward currency contracts or cross-currency swaps, qualifying for hedge accounting under IAS 39, amended by IFRS 9, have been introduced to fully hedge the residual nominal value of this risk.

As in previous years, the group introduced foreign currency and interest rate hedges on intra-group financing covering the needs of some of its subsidiaries located outside of the euro zone (Canada, Russia, Brazil, Hungary, Poland and the US). This intra-group financing has been the subject of full and systematic hedging of the foreign exchange risk, so that changes in the underlying value (loan/intra-group borrowings in currencies) are fully offset by changes in inverse values of the hedging item. Typically, these hedges were made through forward purchase or sale contracts.

Cash flow hedges

Most of the group's sales are in euros. However, in certain countries, the group may issue invoices denominated in foreign currencies, mostly the US dollar, Canadian dollar, Hungarian forint, Russian ruble and Polish zloty. The group publishes its financial statements in euros, and changes in the value of these currencies against the euro may impact consolidated net income. To limit the sensitivity of its earnings to changes in exchange rates, the group introduces cash flow hedges using foreign currency forwards and options.

Cross-currency swaps also encompass an interest rate component in the hedging. When it involves hedging changes in the value of future cash flows by freezing them using a fixed rate, this hedging is eligible for cash flow hedge treatment; changes in value are then recorded in equity, then recycled in profit and loss as and when hedged flows occur.

Hedges not eligible for hedge accounting under IFRS

Some derivatives introduced by the group to hedge future cash flows do not qualify for hedge accounting under IFRS 9. These consist mainly of out-of-the-money options. Under these circumstances, changes in value are recognized directly in profit or loss.

Bonduelle- 28

Derivatives at 2019/06/30

Market value

Carrying amount

Liabilities and

Liabilities and

Shareholders'

Shareholders'

(in thousands of euros)

Notional amount

Assets

equity

Assets

equity

Interest rate derivatives (A)

Cash flow hedges

(1)

423,266

257

2,653

257

2,653

Fair value hedges

216,784

8,114

0

8,114

0

Hedges not eligible for hedge accounting

under IFRS

0

0

0

0

0

o.w. forward contracts: Swaps

0

0

0

0

0

o.w. options: Caps

0

0

0

0

0

o.w. options: Floors

0

0

0

0

0

Current portion

401

222

Non-current portion

7,970

2,431

Foreign currency derivatives (B)

Cash flow hedges

25,611

303

217

303

217

o.w. forward contracts

12,832

107

61

107

61

o.w. options

12,778

197

156

197

156

Fair value hedges

157,639

11,558

235

11,558

235

Hedges not eligible for hedge accounting

under IFRS

65,609

201

756

201

756

o.w. forward contracts

35,043

133

214

133

214

o.w. options

30,566

68

542

68

542

Current portion

3,448

1,208

Non-current portion

8,614

1

TOTAL DERIVATIVES (A + B)

Current portion

3,849

1,430

Non-current portion

16,584

2,432

  1. Including non-active caps

Derivatives At 2020/06/30

Market value

Carrying amount

Liabilities and

Liabilities and

Shareholders'

Shareholders'

(in thousands of euros)

Notional amount

Assets

equity

Assets

equity

Interest rate derivatives (A)

Cash flow hedges (1)

427,671

43

2,700

43

2,700

Fair value hedges

200,902

8,927

0

8,927

0

Hedges not eligible for hedge accounting

under IFRS

0

0

0

0

0

o.w. forward contracts: Swaps

0

0

0

0

0

o.w. options: Caps

0

0

0

0

0

o.w. options: Floors

0

0

0

0

0

Current portion

554

575

Non-current portion

8,416

2,125

Foreign currency derivatives (B)

Cash flow hedges

35,730

728

454

728

454

o.w. forward contracts

21,246

322

268

322

268

o.w. options

14,485

406

186

406

186

Fair value hedges

86,530

11,359

720

11,359

720

Hedges not eligible for hedge accounting

under IFRS

61,128

653

1,074

653

1,074

o.w. forward contracts

36,874

525

551

525

551

o.w. options

24,254

128

523

128

523

Current portion

6,169

2,248

Non-current portion

6,571

0

TOTAL DERIVATIVES (A + B)

Current portion

6,723

2,823

Non-current portion

14,988

2,125

  1. Including non-active caps

Bonduelle- 29

Group's net currency position* (excluding exposure on subsidiaries' net equity)

30/06/2019

(in thousands of euros)

USD/EUR

HUF/EUR

USD/CAD

RUB/EUR

PLN/EUR

OTHER

Net position before hedging

2,663

13,640

14,430

(6,739)

4,178

(5,917)

Net position after hedging

(1,852)

(275)

9,182

(384)

1,436

(1,203)

44,012

(in thousands of euros)

USD/EUR

HUF/EUR

USD/CAD

RUB/EUR

PLN/EUR

OTHER

Net position before hedging

4 597

17 778

16 427

(7,761)

5 336

(10,659)

Net position after hedging

(488)

(1,363)

(451)

(902)

(820)

(2,077)

NOTE 5.6 NET DEBT

5.6. 1. Analysis of net debt by component

At 2019/06/30

Nominal

< 6

< 1 year

1 to 5

> 5 years

Total

(in thousands of euros)

months

years

Bonds (USPP)

436,525

28,767

0

126,275

299,559

454,601

Finance leases

1,957

66

66

913

913

1,957

Other bank borrowings

168,531

178

35,328

132,915

110

168,531

Other borrowings and financial debts

2,906

903

903

549

549

2,906

Accrued interest

3,100

3,100

0

0

0

3,100

Current bank lines

56,918

56,918

0

0

0

56,918

Total gross debt before derivatives

669,936

89,933

36,297

260,652

301,131

688,012

Derivatives - Liabilities

0

1,318

112

2,431

0

3,862

o.w derivatives hedging a debt in a fair value

0

0

0

0

0

0

hedge

o.w. other derivatives

0

1,318

112

2,431

0

3,862

Total gross debt after fair value of

0

91,251

36,409

263,083

301,131

691,874

derivatives

Derivatives - Assets

0

3,702

147

10,228

6,355

20,433

o.w derivatives hedging a debt in a fair value

0

3,241

0

10,002

6,355

19,599

hedge

o.w. other derivatives

0

461

147

226

0

834

Securities

286

286

0

0

0

286

Cash

16,407

16,407

0

0

0

16,407

TOTAL NET DEBT

70,856

36,261

252,855

294,775

654,748

At 2020/06/30

(in thousands of euros)

Nominal

< 6

< 1 year

1 to 5

> 5 years

Total

months

years

Bonds (USPP)

411,592

29,410

0

167,243

232,488

429,141

Lease liabilities

84,227

10,712

8,935

44,602

19,978

84,227

Other bank borrowings

186,872

5,854

42,246

138,772

0

186,872

Other borrowings and financial debts

1,276

194

194

887

0

1,276

Accrued interest

2,575

2,575

0

0

0

2,575

Current bank lines

34,544

34,544

0

0

0

34,544

Total gross debt before derivatives

721,086

83,289

51,376

351,504

252,466

738,636

Derivatives - Liabilities

0

1,910

913

2,125

0

4,948

o.w derivatives hedging a debt in a fair value

0

720

0

0

0

720

hedge

Bonduelle- 30

o.w. other derivatives

0

1,190

913

2,125

0

4,228

Total gross debt after fair value of

0

85,199

52,289

353,629

252,466

743,583

derivatives

Derivatives - Assets

0

2,619

4,105

8,000

6,987

21,711

o.w derivatives hedging a debt in a fair value

0

1,504

3,839

7,957

6,987

20,287

hedge

o.w. other derivatives

0

1,115

266

43

0

1,424

Securities

178

178

0

0

0

178

Cash

6,460

6,460

0

0

0

6,460

TOTAL NET DEBT

715,234

TOTAL NET DEBT - EXCLUDING IFRS 16

631,007

5.6. 2. Analysis of net debt by interest rate

(in thousands of euros)

2019/06/30

2020/06/30

Net financial debt - Excluding IFRS 16

654,748

631,007

Before interest rate hedging

Fixed rate

462,564

433,428

Floating rate

192,185

197,579

After interest rate hedging

Fixed rate

521,882

445,471

Floating rate

132,866

185,537

5.6. 3. Analysis of net debt by currency

(in thousands of euros)/(-) = cash balance

2019/06/30

2020/06/30

EUR

459,888

442,160

USD

178,750

178,303

CAD

17,492

6,873

HUF

9,681

8,398

RUB

(26,927)

(12,050)

BRL

5,851

3,215

PLN

7,504

2,621

KZT

2,510

1,488

TOTAL NET DEBT - EXCLUDING IFRS 16

654,748

631,007

5.6. 4. Net debt (including derivatives) and gearing

Lease

liabilities

Changes

Changes

as at

in fair

in fair

July 1,

value of

value of

Translation

Other(1)

2019/06/30

2019

Increase

(Decrease)

debt

derivatives

adjustments

2020/06/30

Financial

liabilities

691,874

0

19,048

(49,603)

(492)

1,130

(100)

(2,500)

659,356

Lease

liabilities

0

91,440

18,606

(21,005)

0

0

(1,155)

(3,659)

84,227

Investments

and

derivative

0

assets

37,126

0

(7,615)

0

1,315

(2,570)

92

28,349

Net debt (A)

654,748

91,440

37,653

(62,993)

(492)

(186)

1,315

(6,251)

715,234

Net debt -

excluding

654,748

0

19,048

(41,988)

(492)

(186)

2,470

(2,593)

631,007

IFRS 16

Total equity

(B)

724,972

709,868

Capital

employed

1,379,720

1,425,103

Bonduelle- 31

(A+B)

Gearing

(A/B)

90.3%

100.8%

  1. "Other" mainly corresponds to the reclassification of former IAS 17 leases as lease liabilities (see note 1.1.1.), the change in accrued interest and non-cash contract amendments for lease liabilities.

5.6. 5. Market value of financial assets and liabilities other than derivatives

For all other financial assets and liabilities not appearing in these tables, both the market value and the carrying amount are equal to the par value.

At 2019/06/30

(in thousands of euros)

Par value

Market value

Carrying amount

Liabilities

Payables

Bonds (USPP)

436,525

464,020

454,601

Bonds (EuroPP)

0

0

0

Bank borrowings

170,487

170,487

170,487

Other borrowings and financial debts

2,906

2,906

2,906

Accrued interest

3,100

3,100

3,100

Current bank lines

56,918

56,918

56,918

TOTAL

669,936

697,431

688,012

o.w. debt covered by fair value hedge

237,177

223,798

o.w. debt covered by cash flow hedges

318,204

318,204

Assets

Cash and securities

16,693

16,693

16,693

TOTAL

16,693

16,693

16,693

At 2020/06/30

(in thousands of euros)

Par value

Market value

Carrying amount

Liabilities

Payables

Bonds (USPP)

411,592

439,725

429,141

Lease liabilities

84,227

84,227

84,227

Bank borrowings

186,872

186,872

186,872

Other borrowings and financial debts

1,276

1,276

1,276

Accrued interest

2,575

2,575

2,575

Current bank lines

34,544

34,544

34,544

TOTAL

721,086

749,219

738,636

o.w. debt covered by fair value hedge

219,521

208,938

o.w. debt covered by cash flow hedges

247,985

247,985

Assets

Cash and securities

6,638

6,638

6,638

TOTAL

6,638

6,638

6,638

5.6. 6. Analysis of bond issue maturities

Notional

< 1 year

1 to 5 years

> 5 years

TOTAL

Maturity

amount Currencies

Nominal

Interest*

Nominal

Interest*

Nominal

Interest*

Nominal

Interest*

Public issues

Private issues

2022

145 000

USD

22,612

2,849

45,224

2,279

0

0

67,836

5,128

2022

15 175

EUR

3,035

362

6,070

290

0

0

9,105

653

2027

150 000

EUR

0

2,640

60,000

9,507

90,000

2,377

150,000

14,524

2027

50 000

USD

0

1,719

17,860

6,191

26,790

1,548

44,651

9,458

2029

140 000

EUR

0

2,597

28,000

10,409

112,000

5,212

140,000

18,218

* Amounts expressed in euros and before any interest rate hedging.

Bonduelle- 32

At June 30, 2020

Issuances are subject to financial covenants, principally an early redemption clause should Bonduelle default on its financial debt (cross default), and in the event of failure to comply with the following ratios:

  • long-termdebt/long-term equity ratio less than or equal to 0.60;
  • consolidated current assets/consolidated current liabilities ratio greater than or equal to 1.10. At June 30, 2020, the group complied with these financial covenants.

5.6. 7. Liquidity

85 million euros of the RCF (Revolving Credit Facility), with a total amount of 300 million euros and a final maturity on July 2021, had been drawn as of June 30, 2020.

On this same date, the Group had several confirmed bank credit lines with maturities of up to two years, bringing the amount of confirmed bank lines (including RCF) to 440 million euros (unchanged since June 2019), of which 91 million euros had been drawn at June 30, 2020.

The sums drawn from bank loans (including RCF) confirmed beyond a year are reported in the consolidated balance sheet under non- current financial liabilities.

In addition, as part of its ongoing efforts to optimize its financing, Bonduelle has set up a 300 million euro short-term negotiable debt security (NEU CP) program. The inaugural issue was carried out on July 29, 2020 at particularly competitive terms, once again underlining investors' confidence in the group's financial strength. This program, which provides access to a new, disintermediated and flexible short-term financing resource, replaces confirmed financing lines that remain available to the Group.

6. Income tax

NOTE 6.1 INCOME TAX

6.1. 1. Analysis of net income tax expense

Total income tax expense is analyzed in the following manner:

At 2019/06/30

At 2020/06/30

Average tax rate:

22.1%

28.1%

6.1. 2. Reconciliation of income tax expense and profit before tax

(in thousands of euros)

At 2019/06/30

%

At 2020/06/30

%

Net earnings, group share

72,617

54,620

Non-controlling interests

(44)

(18)

Share of net income from associates

48

80

Income tax expense

20,555

21,348

PROFIT BEFORE TAX

93,176

76,030

Theoretical tax expense(1)

32,081

34.43%

26,177

34.43%

Reconciliation:

Permanent differences

(1,918)

(2.1)%

(253)

(0.3)%

Rate differential (outside France)(2)

(8,947)

(9.6)%

(7,321)

(9.6)%

Impact of tax loss carryforwards and other

(661)

(0.7)%

2,744

3.6%

ACTUAL INCOME TAX EXPENSE

20,555

22.1%

21,348

28.1%

  1. In France, the exceptional tax contribution to which the group is subject is 3.3% for the 2019-2020 fiscal year. The theoretical rate of tax, including this extraordinary contribution, was 34.43% in 2019(2020.)
  2. The main contributors to the tax rate differential are Canada, Hungary and Russia.

At June 30, 2020, tax paid amounted to 27,157 thousand euros.

6.1. 3. Deferred tax

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Bonduelle- 33

Provisions and non-current assets

3,404

2,768

Margin in inventory

414

472

Tax loss carryforwards(1)

14,535

20,802

Accelerated depreciation and regulated provisions

(14,636)

(14,785)

Other(2)

2,527

2,192

NET DEFERRED TAX ASSETS (LIABILITIES)

6,244

11,450

(1 ) Due to the profit prospects of the companies concerned.

(2) Change in taxes due to restatements of financial instruments.

(in thousands of euros)

At 2019/06/30

At 2020/06/30

OPENING BALANCE

1,805

6,244

Acquisitions and disposals of subsidiaries

0

0

Tax recognized in the income statement

2,604

5,508

Taxes recognized directly through equity

1,740

(228)

Other changes(1)

95

(74)

CLOSING BALANCE

6,244

11,450

(1) Translation adjustments and item-to-item transfer.

Deferred tax assets relating to tax loss carryforwards are recognized on the basis of business plans prepared over a reasonable timeframe and to the extent that the actual existence of such tax losses is not in any way uncertain.

Tax loss carryforwards for which no deferred tax assets have been recognized due to the uncertainty of recovery associated with a lack of visibility of future profitability or with possible challenge by the local authority stood, at current rates, at 209.5 million euros at June 30, 2020, compared with 218.8 million euros at June 30, 2019.

7. Earnings per share

A dividend of 0.40 euro per share will be proposed to the Shareholders' Meeting to be held on December 3, 2020.

At June 30, 2020, Bonduelle SCA's share capital comprised 32,538,340 shares with a par value of 1.75 euros per share (see 5.4 - Consolidated statement of changes in equity).

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Net earnings, group share

72,617

54,620

Number of shares used to calculate:

• net earnings

32,093,796

31,961,451

• diluted net earnings

32,414,447

32,462,281

Earnings per share (in euros)

• basic

2.26

1.71

• diluted(1)

2.24

1.68

  1. Dilution is mainly due to the probability of exercise of stock option and free share plans. The risk of dilution mentioned above is considered as limited given the allocation of treasury shares to the objective of coverage for securities giving rights to allocations of shares.

8. Intangible assets and property, plant and equipment

NOTE 8.1 GOODWILL

Changes in goodwill were as follows:

At

Acquisitions or

Disposal, sale or

Other(1)

At

(in thousands of euros)

06/30/2018

charges

reversal

2019/06/30

GROSS AMOUNT

461,800

11,775

0

8,305

481,881

Impairment

NET AMOUNT

461,800

11,775

0

8,305

481,881

At

Acquisitions or

Disposal, sale or

Other(1)

At

(in thousands of euros)

2019/06/30

charges

reversal

2020/06/30

GROSS AMOUNT

481,881

0

0

1,303

483,183

Bonduelle- 34

Impairment

NET AMOUNT

481,881

0

0

1,303

483,183

(1) Translation adjustments.

Cash Generating Units (CGUs) presenting indications of impairment or comprising goodwill underwent impairment testing in 2020.

Depending on the CGU in question and the relevance of the assumptions and the availability of comparable benchmarks on the market, the recoverable amount of the assets used by the group is either a value in use or a market value.

The main assumptions used to determine the value in use for each CGU are described in Note 1.2 1.

The 2020 impairment tests did not result in the recognition of any goodwill impairment.

The group analyzed the sensitivity of the value obtained to three parameters that are key to the measurement approach taken:

  • cash flow discount rate;
  • long-termgrowth rate;
  • operating margin rate.

CGUs deemed to be sensitive to one of these three variables are those for which an increase of more than 1 point in the discount rate, or a drop of more than 0.5 points in the long-term growth rate, or a drop of more than 1 point in the operating margin, would result in depreciation.

Any change of these proportions in the discount rate, the long-term growth rate or the operating margin would not result in depreciation of the CGU.

At June 30, 2020, the net amount per CGU was as follows:

At

Acquisitions or

Disposal, sale

Other(1)

At

Goodwill per CGU

2019/06/30

charges

or reversal

2020/06/30

Europe/canned and frozen

73,913

0

0

(416)

73,496

Europe/fresh ready-to-use

73,160

0

0

0

73,160

Eastern Europe/canned and frozen

13,993

0

0

(1,397)

12,597

North and South America/canned and frozen

46,790

0

0

(1,316)

45,474

North and South America/fresh ready-to-use

274,025

0

0

4,431

278,457

Total

481,881

0

0

1,303

483,183

(1) Translation adjustments.

NOTE 8.2 OTHER INTANGIBLE ASSETS

Analysis of changes in gross amounts and impairment:

Disposal,

At

Acquisitions or

sale

Other(1)

At

(in thousands of euros)

2018/06/30

charges

or reversal

2019/06/30

Gross amounts

Trademarks, patents and licenses

25,775

10,360

0

250

36,385

Software

66,693

4,392

(20)

1,377

72,442

Other

8,527

118

0

217

8,861

Property, plant and equipment

1,992

2,019

0

(1,248)

2,763

102,988

16,890

(20)

595

120,452

Depreciation, amortization and impairment

Trademarks, patents and licenses

1,777

11

0

1

1,789

Software

56,307

4,676

(20)

57

61,019

Other

510

19

0

17

546

58,593

4,706

(20)

75

63,354

Net amounts

Trademarks, patents and licenses

23,998

34,596

Software

10,387

11,423

Other

8,017

8,315

Property, plant and equipment

1,992

2,763

44,394

57,098

(1) Translation adjustments and item-to-item transfer.

Bonduelle- 35

Disposal,

Acquisitions

sale

Other(1)

At

(in thousands of euros)

At 2019/06/30

or charges

or reversal

2020/06/30

Gross amounts

Trademarks, patents and licenses

36,385

16

0

(358)

36,043

Software

72,442

3,739

(10)

(804)

75,368

Other

8,861

0

0

(201)

8,660

Property, plant and equipment

2,763

3,002

(2)

606

6,369

120,452

6,757

(13)

(756)

126,440

Depreciation, amortization and impairment

Trademarks, patents and licenses

1,789

5

0

(2)

1,792

Software

61,019

5,044

(10)

(190)

65,863

Other

546

46

0

(285)

307

63,354

5,095

(10)

(478)

67,961

Net amounts

Trademarks, patents and licenses

34,596

34,251

Software

11,423

9,505

Other

8,315

8,353

Property, plant and equipment

2,763

6,369

57,098

58,478

(1) Translation adjustments and item-to-item transfer.

Intangible assets with an indefinite useful life are the brands owned by the group and break down as follows:

Disposal,

Acquisitions

sale or

Other(1)

At

Brands per CGU

Brands

At 2019/06/30

or charges

reversal

2019/06/30

Europe/canned and frozen

Cassegrain

20,215

0

0

0

20,215

0

0

0

Eastern Europe/canned and frozen

Globus

1,500

1,500

North and South America/canned and frozen

Artic Garden

2,125

0

0

(27)

2,098

North and South America/canned and frozen

Del Monte

10,484

0

0

(295)

10,189

Total

34,324

0

0

(323)

34,002

(1) Translation adjustments.

NOTE 8.3 PROPERTY, PLANT AND EQUIPMENT

Analysis of changes in gross amounts and impairment:

Disposal,

sale

At

Acquisitions

or

At

(in thousands of euros)

2018/06/30

or charges(1)

reversal

Other(2)

2019/06/30

Gross amounts

Land

52,849

5,048

(151)

758

58,505

Buildings

485,298

13,286

(3,160)

12,642

508,067

Industrial plant, tools and equipment(3)

942,211

31,806

(18,792)

50,988

1,006,213

Other

62,851

5,823

(2,009)

1,705

68,370

Property, plant and equipment

44,458

48,385

(233)

(47,247)

45,364

1,587,668

104,347

(24,343)

18,847

1,686,519

Depreciation

Land

12,307

930

(29)

20

13,229

Buildings

320,127

22,151

(2,812)

2,579

342,044

Industrial plant, tools and equipment

705,471

56,461

(17,405)

7,245

751,773

Bonduelle- 36

Other

46,961

5,383

(1,896)

377

50,825

Property, plant and equipment

0

0

0

0

0

1,084,866

84,925

(22,142)

10,221

1,157,871

Impairment

Land

163

0

0

0

163

Buildings

66

200

0

1

268

Industrial plant, tools and equipment

331

694

(605)

1

421

Other

0

5

(5)

0

0

Property, plant and equipment

162

20

0

0

183

722

919

(610)

2

1,034

Net amounts

Land

40,379

45,114

Buildings

165,105

165,755

Industrial plant, tools and equipment

236,409

254,018

Other

15,891

17,545

Property, plant and equipment

44,296

45,181

502,080

527,614

  1. Investments relating to the acquisition of isolated assets for the Belgorod (Russia) and Lebanon (USA) sites amounted to 6,638 and 9,991 thousand euros respectively.
  2. Translation differences and item-to-item transfer.
  3. Of which 66% was in the Europe Zone in 2018-2019.

The gross and net amount of fixed assets acquired or refinanced through finance leases amounted to 42.6 and 3.2 million euros respectively at June 30, 2019.

Disposal,

Acquisitions

sale

Other(1)

At

(in thousands of euros)

At 2019/06/30

or charges

or reversal

2020/06/30

Gross amounts

Land

58,505

374

(68)

(192)

58,618

Buildings

508,067

10,330

(674)

(2,826)

514,897

Industrial plant, tools and equipment(2)

1,006,213

30,339

(14,779)

10,825

1,032,597

Other

68,370

4,050

(1,090)

999

72,329

Property, plant and equipment

45,364

46,140

(134)

(41,628)

49,742

1,686,519

91,233

(16,746)

(32,822)

1,728,184

Depreciation

Land

13,229

820

0

(21)

14,028

Buildings

342,044

21,761

(674)

(7,577)

355,554

Industrial plant, tools

751,773

56,382

(14,454)

(14,868)

778,833

and equipment

Other

50,825

6,324

(1,095)

(854)

55,200

Property, plant and equipment

0

0

0

0

0

1,157,871

85,287

(16,222)

(23,320)

1,203,615

Impairment

Land

163

0

0

0

163

Buildings

268

7

0

3

278

Industrial plant, tools

421

0

5

348

and equipment

(79)

Other

0

0

0

0

0

Property, plant and equipment

183

0

(20)

0

162

1,034

7

(99)

8

951

Net amounts

Land

45,114

44,428

Buildings

165,755

159,065

Bonduelle- 37

Industrial plant, tools

254,018

253,416

and equipment

Other

17,545

17,129

Property, plant and equipment

45,181

49,580

527,614

523,618

  1. Currency translation adjustments and item-to-item transfers (including reclassification from finance leases to rights-of-use).
  2. Of which 65% was in the Europe Zone in 2019-2020.

NOTE 8.4 RIGHTS OF USE

For the first-time adoption of IFRS 16, see Note 1.1.1.

In addition, in 2019, the related asset amounts for leases are recognized in accordance with IAS 17 and are presented within property, plant and equipment (Note 8.3). In accordance with IFRS 16, these contracts are reclassified as rights of use as of July 1, 2019.

Opening

balance sheet

as at

Acquisitions

Disposal, sale

(in thousands of euros)

At 2019/06/30

2020/07/01

or charges

or reversal

Other

(1)

At 2020/06/30

Gross amounts

Land

0

15,737

3,609

-24

-4,278

15,043

Buildings

0

57,453

4,480

0

1,223

63,156

Industrial plant, tools

0

8,134

7,067

-842

6,598

20,957

and equipment

Other

0

10,982

3,572

-260

-5,485

8,809

0

92,307

18,727

-1,126

-1,942

107,965

Depreciation

Land

0

0

1,889

0

-142

1,747

Buildings

0

0

9,788

0

999

10,787

Industrial plant, tools

0

0

6,110

-694

3,054

8,470

and equipment

Other

0

0

4,071

-196

-581

3,293

0

0

21,857

-890

3,330

24,296

Impairment

Land

0

0

0

0

0

0

Buildings

0

0

0

0

0

0

Industrial plant, tools

0

0

0

0

0

0

and equipment

Other

0

0

0

0

0

0

0

0

0

0

0

0

Net amounts

Land

13,297

Buildings

52,369

Industrial plant, toolsand equipment

12,487

Other

5,516

83,669

(1) Currency translation adjustments and item-to-item transfers (including reclassification from finance leases to rights-of-use).

The main contracts correspond to leases of plants, head offices and agricultural land, the principal characteristics and valuation methods of which are as follows:

  • plant leases: US companies have entered into building leases for certain plants. The term of these contracts has been estimated using the contractual period;
  • administrative offices: the term of these leases has been estimated taking into account the legal duration of the leases. The Group considered that at the end of the lease agreement, the penalties or ancillary costs were not significant enough to afford a constructive obligation to remain in the premises. The duration of the leases ranges from 1 year (renewable leases) to 15 years;
  • agricultural land: in order to grow agricultural products, some of our production entities in Europe and the United States lease land for periods ranging from 5 to 100 years.

9. Other provisions and contingent liabilities

NOTE 9.1 OTHER PROVISIONS

Used

Unused

Other(3)

(in thousands of euros)

2019/30/06

Charges

reversals

reversals

2020/30/06

Sales related risks

1,843

100

(105)

(564)

0

1,275

Bonduelle- 38

Tax-related risks

582

0

0

0

(582)

0

Employee-related risks(1)

10,322

1,482

(140)

(83)

(58)

11,523

Restructuring and reorganization

1,164

700

(261)

(25)

28

1,606

Agro-industrial risks

1,481

1,973

(589)

(854)

(11)

1,999

Other risks

1,577

1,352

(21)

(940)

103

2,071

16,969

5,607

(1,116)

(2,466)

(520)

18,475

(in thousands of euros)

Current

Non-current

2020/30/06

Sales related risks

798

477

1,275

Employee-related risks(1)

4,997

6,526

11,523

Restructuring and reorganization

157

1,449

1,606

Agro-industrial risks

1,613

386

1,999

Other risks

112

1,959

2,071

7,677

10,798

18,475

  1. The provision mainly concerns a provision for the workers' compensation scheme. See Note 1.2.13
  2. Translation adjustments and item-to-item transfers. Of which reclassification of tax risks as tax payables in accordance with IFRIC
    23.

NOTE 9.2 RISKS AND DISPUTES

Bonduelle is subject to various legal and arbitration proceedings and disputes in the normal course of its business. Bonduelle may also be subject to certain claims and/or lawsuits which fall outside the scope of the ordinary course of its business.

The amount of provisions made is based on Bonduelle's assessment of the level of risk on a case-by-case basis and depends on its assessment of the basis for the claims, the stage of the proceedings and/or disputes and the arguments in its defense, it being specified that the occurrence of events during proceedings may lead to a reappraisal of the risk at any moment.

At June 30, 2020, there were no new disputes to report, other than those relating to ordinary business.

NOTE 9.3 CONTINGENT LIABILITIES

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Commitments given

Guarantees and security deposits given (net of uses)

56,420

39,251

Commitments received

Guarantees and security deposits received (net of uses)

6,668

6,075

The commitments correspond to our current activities.

Environment

None of the group's activities generates any major environmental liabilities.

The group occasionally incurs refurbishing costs on closed industrial sites.

Greenhouse gases: in the absence of a defined IFRS accounting policy, greenhouse gas quotas are not recognized in the consolidated financial statements.

Bonduelle Group's certified and reported emissions stood at 16,680 tCO2 for 2019.

As a result of energy savings at its sites since 2008, for example, the use of biomass steam in 2015 at the Estrées-Mons (France) site halved the group's greenhouse gas emissions subject to the Emission Trading System (ETS). Bonduelle has surplus allowances available in its account and so did not have to make purchases on the carbon allowance market.

No significant provisions for guarantees or environmental risks had been recognized at June 30, 2020.

10. Other information

NOTE 10.1 STATUTORY AUDITORS' FEES

French law requires a permanent legal control by two Independent Statutory Auditors. The main objective of this audit is to check that the financial statements are consistent, accurate and present a fair view.

The Statutory Auditors are appointed by the Ordinary Shareholders' Meeting for a renewable period of six fiscal years.

Bonduelle- 39

Bonduelle SCA's Statutory Auditors are:

Mazars

Represented by Mr. Vincent Rambaux, 61 rue Henri Regnault - 92400 Courbevoie (France).

Deloitte & Associés

Represented by Mr. Pierre-Marie Martin, 67, rue de Luxembourg - 59777 Euralille (France).

The two Statutory Auditors are legally and financially independent from each other.

The term of the Statutory Auditors appointed by the Combined Ordinary and Extraordinary Shareholders' Meeting of December 6, 2018 will expire at the Shareholders' Meeting held to approve the financial statements for the fiscal year ending June 30, 2024.

The following table presents a detailed analysis of the total fees paid by the group to its Statutory Auditors for the services rendered during fiscal years 2018-2019 and 2019-2020.

Mazars

Deloitte & Associés

Total

2018-2019

2019-2020

2018-2019

2019-2020

2018-2019

2019-2020

(in thousands of euros)

Amount

%

Amount

%

Amount

%

Amount

%

Amount

%

Amount

%

Certification of

consolidated and

723

97%

985

98%

850

75%

547

84%

1,573

84%

1,532

92%

statutory financial

statements

Other certification-

6

1%

2

0%

52

5%

52

8%

58

3%

53

3%

related services

Total fees for audit-

729

98%

986

98%

902

79%

599

92%

1,631

87%

1,585

95%

related services

Tax services

12

2%

18

2%

182

16%

18

3%

194

10%

36

2%

Other

5

1%

5

0%

52

5%

36

6%

57

3%

41

2%

Total fees for non-

17

2%

23

2%

234

21%

54

8%

251

13%

77

5%

audit services

TOTAL

746

100%

1,009

100%

1,136

100%

653

100%

1,882

100%

1,662

100%

Services other than audit by the Bonduelle Group Statutory Auditors mainly comprise tax services provided in countries outside the European Union, enabling subsidiaries to meet their local filing obligations. They are subject, as appropriate, to authorization by the Supervisory Board and an annual review in accordance with Article L. 823-19 of the French Commercial Code.

NOTE 10.2 RELATED-PARTY TRANSACTIONS

10.2. 1. Subsidiaries and associates

The list of the group's subsidiaries and associates is provided in Note 10.4.

All transactions between the parent company and its subsidiaries and among the subsidiaries are eliminated on consolidation.

These transactions are for the supply of raw materials and finished products as well as for the provision of services, notably IT and human resources, and for financial interest.

The group's transactions with Huerta Gama and Bonduelle Española were not material.

For OP OASI, recognized using the equity method, the main transactions carried out, as well as its receivables and debts, are as follows:

(in thousands of euros)

At 2019/06/30

At 2020/06/30

Balance sheet

Customers

3,555

4,240

Suppliers

13,605

11,797

Income statement

Sales

3,147

2,845

Purchases

(82,199)

(72,874)

Transactions with other related parties were not material.

Bonduelle- 40

10.2. 2. Executive Management and control bodies

They consist of the following bodies:

  1. the General Management, Pierre et Benoît Bonduelle SAS;
  2. the Supervisory Board, consisting of eight members;
  3. the Chief Executive Board (CEB), comprising the Chief Executive Officer and three Deputy Chief Executive Officers;
  4. the Group Management Committee (GMC), consisting of 12 members as at 30 June 2020, including the members of the CEB. The current account with Pierre et Benoît Bonduelle SAS is 8,374 thousand euros in debit.
    There are no other significant commitments to the latter.

10.2. 3. Compensation of the directors and corporate officers

Short-term benefits

They comprise:

  • the compensation of General Management, which is determined according to Article 17 of the Company's Articles of association, in respect of which 1,815 thousand euros were paid for the fiscal year 2019-2020;
  • the directors' fees received by the members of the Supervisory Board during the 2019-2020 fiscal year, amounting to 72 thousand euros. This compensation is fixed by the Shareholders' Meeting;
  • the gross fixed and variable compensation paid to the Group Management Committee.

The compensation paid to the Chairman and the Chief Executive Officer of Bonduelle SA is set by the Board of Directors on the advice of the Remuneration Committee. The variable portion of compensation is based on the future performance of the group and its subsidiaries, in particular, as measured by the increase in revenue and profitability. The non-executive Chairman of Bonduelle SA does not receive any variable compensation.

(in euros)

2018-2019

2019-2020

Number of GMC* (formerly the Executive Committee) members at June 30, 2020

12

12

Gross compensation paid to the GMC* (formerly the Executive Committee)

5,171,061

5,461,760

(*) Group Management Committee

Post-employment benefits

In application of the Decree of January 9, 2012, the group has established a supplementary, defined contribution pension plan (so- called Article 83 plan), which is paid for to a significant extent by the beneficiaries concerned, with the group paying the remainder.

This plan is for all managers who are members of the AGIRC scheme, with gross annual compensation of more than four times the annual French social security ceiling.

The reference compensation set by the plan in question and used to calculate beneficiaries' rights is the basic and variable annual compensation. This reference compensation does not include any sum that cannot be classed as salary within the meaning of Article L. 242-1 of the French Social Security Code, but which may be classed as such at a later date.

Entitlements are acquired on a monthly basis. The contributions used to fund the defined contribution pension fund amount to 8% of the reference compensation, calculated within the limit of tranches A, B and C.

62.5% of these contributions are paid by the Company and 37.5% by the beneficiary.

As regards tax and social security contributions payable by the Company, please note that:

  • the tax limit is 8% of gross annual compensation limited to eight times the annual social security ceiling (PASS). Employer and employee contributions are both to be taken into consideration;
  • social security contributions are 5% of gross annual compensation limited to five times the PASS. Only the employer's contribution is taken into consideration;
  • the additional employer's contribution of 20% is payable on that part of the contribution that falls within the social contribution limit. Beyond this, the contribution is incorporated into the salary and is subject to social security charges.

The contribution made by Bonduelle SA in respect of this plan in fiscal year 2019-2020 was not material.

Other long-term benefits

None.

Employment contract termination benefit

These benefits comprise termination benefits and long service awards available to all employees in respect of the collective agreements linked to their employment contracts. For the 2019-2020 fiscal year, these totaled 1,172 thousand euros for GMC members.

Payment in shares

Bonduelle- 41

a) Share plans previously allocated.

The shares allocated to members of the Group Management Committee with respect to previous free share allocation plans are described in Note 4.3 to the consolidated financial statements.

  1. Free Company share allocations for the fiscal year for all members of the Group Management Committee are described in Note 4.3 to the consolidated financial statements.
  2. Actual free share grants to the Group Management Committee: at June 30, 2020, 13,605 shares had been received by members of the Group Management Committee.

There were no acquisitions by the Company with a view to assignment to its employees, nor assignment of treasury shares by the Company to its employees, other than definitive allocation of free shares.

The Bonduelle Group has adopted the principles of the Afep-Medef Code regarding compensation.

NOTE 10.3 SUBSEQUENT EVENTS

None.

NOTE 10.4 LIST OF GROUP COMPANIES

Analysis of group companies by consolidation method:

Principal activities

% interest

% control

% interest

2019/06/30

2020/06/30

2020/06/30

1. BY FULL CONSOLIDATION

France

Bonduelle SA

Holding/Central corporate

100.00%

100.00%

100.00%

treasury

SAS Champiloire

Holding

100.00%

100.00%

100.00%

Sud Ouest Légumes Alliance - Soléal

Canned/Frozen

47.85%

100.00%

100.00%

SAS

Bonduelle Frais Traiteur SAS

Holding

100.00%

100.00%

100.00%

Bonduelle Frais France SAS

Fresh

100.00%

100.00%

100.00%

Bonduelle Traiteur International SAS

Fresh

100.00%

100.00%

100.00%

Bonduelle Europe Long Life SAS

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Development SAS

Canned/Frozen

100.00%

100.00%

100.00%

SCA Cultures France Champignon

Canned/Frozen

100.00%

100.00%

100.00%

SAS Champignonnières des Roches

Canned/Frozen

100.00%

100.00%

100.00%

SCA Champignonnières de l'Est

Canned/Frozen

100.00%

100.00%

100.00%

SAS Champignonnières de la Vienne

Canned/Frozen

100.00%

100.00%

100.00%

SCA Champignonnières de Rou Marson

Canned/Frozen

100.00%

100.00%

100.00%

SCA des Champignonnières du Moulin

Canned/Frozen

100.00%

100.00%

100.00%

SCA Culture de la Vienne

Canned/Frozen

100.00%

100.00%

100.00%

Champiland SAS

Canned/Frozen

95.00%

95.00%

95.00%

Euromycel SAS

Canned/Frozen

100.00%

100.00%

100.00%

Champifor GIE

EIG

77.06%

77.06%

77.06%

MOD Bond SAS (formerly COVIJU2)

Holding

100.00%

100.00%

100.00%

COVIJU3 SAS

Holding

100.00%

100.00%

100.00%

COVIJU4 SAS

Holding

100.00%

100.00%

100.00%

Outside France

Bonduelle Northern Europe, Belgium

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Nederland, Netherlands

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Deutschland GmbH, Germany

Fresh

100.00%

100.00%

100.00%

BFP GmbH, Germany

Fresh

100.00%

100.00%

100.00%

Bonduelle Österreich, Austria

Fresh

100.00%

100.00%

100.00%

Bonduelle Nordic, Denmark

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Limited, UK

No activity

100.00%

100.00%

100.00%

Bonduelle Italia, Italy

Fresh

100.00%

100.00%

100.00%

Bonduelle- 42

Agricola Lombarda, Italy

Fresh

100.00%

100.00%

100.00%

Bonduelle Iberica SAU, Spain

Canned/Frozen

100.00%

100.00%

100.00%

BF Agricola 4G, Spain

Fresh

100.00%

100.00%

100.00%

BF Nature Bio 4G, Spain

Fresh

100.00%

100.00%

100.00%

Bonduelle Portugal, Portugal

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Polska, Poland

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Ceska Republika, Czech

Canned/Frozen

100.00%

100.00%

100.00%

Republic

Bonduelle Central Europe, Hungary

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Kuban, Russia

Canned/Frozen

100.00%

100.00%

100.00%

Coubanskie Conservi, Russia

Canned/Frozen

100.00%

100.00%

100.00%

Agro-Rost, Russia

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Belgorod, Russia

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Kazakhstan, Kazakhstan

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle USA Inc., USA

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle US Holding, USA

Holding

100.00%

100.00%

100.00%

Bonduelle Argentina, Argentina

Canned/Frozen

100.00%

100.00%

100.00%

Primeurop Argentina, Argentina

Canned/Frozen

100.00%

100.00%

100.00%

Bonduelle Do Brasil Produtos

Canned/Frozen

100.00%

100.00%

100.00%

Alimenticios, Brazil

Bonduelle Canada Inc., Canada

Canned/Frozen

100.00%

100.00%

100.00%

Ready Pac Foods Inc., USA

Fresh

100.00%

100.00%

100.00%

Ready Pac Produce Inc., USA

Fresh

100.00%

100.00%

100.00%

Missa Bay, LLC, USA

Fresh

100.00%

100.00%

100.00%

Ready Pac Florence, Partnership, USA

Fresh

100.00%

100.00%

100.00%

Salad Time, LLC, USA

Fresh

100.00%

100.00%

100.00%

2. BY THE EQUITY METHOD Outside France

OP OASI, Italy

Fresh

35.00%

35.00%

35.00%

Huerta Gama SC, Spain

Fresh

16.66%

16.66%

16.66%

Bonduelle Española, Spain

No activity

50.00%

50.00%

50.00%

Aybioo

Canned/Frozen

0.00%

34.00%

34.00%

Bonduelle- 43

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Bonduelle SA published this content on 25 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2020 10:04:06 UTC