BON

BONDUELLE 

A French SCA (Partnership Limited by Shares) with a capital of 57 102 699,50 EurosHead Office: La Woestyne 59173 Renescure, FranceRegistered under number: 447 250 044 (Dunkerque Commercial and Companies Register)

2021-2022 Annual Results(July 1, 2021 - June 30, 2022)

Business growth and profitability maintained in a particularly adverse environment

• Overall growth driven by long life business activities (canned and frozen)
• Minor decline in profitability due to the environment and the difficulties in the North American fresh ready-to-use operating segment
• Strong financial position, strengthened by the capital opening of the North American long life business activity

In accordance with IFRS 5, the income statement items relating to the North American canned and frozen activities, the control of which was divested on June 30, 2022, will be combined in the income statement of the published financial statements under the heading "net profit from discontinued operations". Consolidated income statement items exclude therefore, in accordance with IFRS 5, the divested activities.

Given the date of disposal of the activities, June 30, 2022, the closing date of the financial year, the financial performance is presented below on a like for like basis* including the divested businesses and reconciled with the reported figures in accordance with IFRS 5.

On September 30, 2022, the Supervisory Board, under the chairmanship of Martin Ducroquet, reviewed the statutory and consolidated financial statements for FY 2021 - 2022 as approved by the General Management and certified by the company's statutory Auditors.

Key figures

Message from Guillaume Debrosse - Chief Executive Officer:

"The group was confronted in the 2021-2022 financial year with a series of particularly unfavorable external phenomena to which the teams reacted with commitment and efficiency. The review of the profitability perspectives for our ready-to-use fresh food business in North America, which is weighing on the group's performance in the short term, and which is also linked to this environment, does not call into question the relevance of this acquisition, which is perfectly aligned with our mission "to inspire the transition toward a plant-based diet to contribute to people’s well-being and planet health." This mission is based on a strategy of strong brands, again experiencing growth during the financial year, and on a financial situation strengthened by the capital opening of the long life business (canned and frozen) in North America. Given this environment, the group is embarking on the 2022-2023 financial year with appropriate caution while continuing its transformation."

Revenue

At € 2,891.7 million, the group's revenue (excluding the effect of IFRS 5), including the long life business activities in North America, increased by +1.8% on a like for like basis(1) and +4.1% on reported figures (excluding the effect of IFRS 5) over FY 2021-2022 (July 1, 2021 - June 30, 2022). Currency fluctuations had a favorable effect of +2.3% on the group's growth this year, notably with a significant appreciation of the US and Canadian dollars. Adjusted by IFRS 5, revenue amounted to 2,202.6 million euro, compared with 2,163.6 million euro last financial year.

Activity by Geographic Region

Activity by Operating Segments

Europe ZoneThe revenue for the Europe Zone, representing 46.9% of the business activity in FY 2021-2022 (excluding the effect of IFRS 5) posted a high growth rate of +6.7% on reported figures and +6.9% on a like for like basis(1), growth recorded in all technologies. Branded sales grew by circa +4.-% in the retail sector, resulting, in particular for Cassegrain, in market share gains in both volume and value, in line with the group's strategy. Food service business, mainly frozen and fresh, grew by more than 30%, exceeding the market's recovery rate, resulting in a return to a level of activity close to that of the pre-covid period.

Non-Europe ZoneRevenue (excluding the effect of IFRS 5) for the non-Europe Zone in FY 2021-2022, including the canned and frozen activities in North America, represented 53.1% of total revenue, down -2.4% on a like for like(1) and up +1.8% on reported figures (excluding the effect of IFRS 5).In North America, the long life activities (canned and frozen), partially divested on June 30, 2022, posted solid growth over the financial year as a whole, driven, as in Europe, by the strong growth in the food service business in both Canada and the United States along with the resilience of the retail sector despite its normalization following the Covid 19 sanitary crisis. The ready-to-use fresh activities of the Bonduelle Fresh Americas business unit declined significantly over the financial year. This decline is explained by significant price increases aimed at preserving margins in a particularly inflationary environment, a less dynamic market, and the cessation of sales of non-contributing ranges to certain clients, which was not offset by new contract wins. In Eurasia, the brands (Bonduelle and Globus) posted growth over the financial year as a whole, despite a Q4 marked by geopolitical tensions and their impacts on consumption and inflation.

Operating Profitability

For FY 2021-2022, the Bonduelle Group's current operating profitability stands at € 96,6 million at constant exchange rate compared to € 100.4 last financial year, i.e., a current operating margin of 3.3% on reported figures (excluding the effect of IFRS 5) and 3.4% on a like-for-like basis(1).Adjusted by IFRS 5 and the partial disposal of the long life business activities in North America (BALL), the current operating result amounts to € 52.8 million compared to € 55.2 million last financial year.The group had to face a multiplication of adverse factors during the financial year: the continuing sanitary crisis, unfavorable weather conditions impacting agricultural crops and industrial performance, the first wave of inflation emphasized by the geopolitical context and the disorganization of supply chains. In addition, and in relation to some of these factors, the fresh ready-to-use business in North America continued to weigh on the group's performance, which could not be fully offset by the improved performance of the other canned and frozen operating segments in Europe, North America, and Eastern Europe.While lower than the guidance set at the beginning of the year, this current operating profitability demonstrates the group's resilience, its control of overheads, its operating efficiency, and its pricing power, with price increases negotiated to offset cost increases.

Non-recurring items for the financial year amount to € 23.7 million (excl. IFRS 5). The main components are on the one hand an income of € 144.7 million relating to the accounting capital gain on the disposal of the canned and frozen food activities in North America, on the other hand an expense of € 107.- million relating to an impairment of tangible and intangible assets (goodwill and industrial assets) linked to a review of the profitability forecasts for the ready-to-use fresh food business activity in North America, as well as the various costs linked to organizational changes and the closure of activities.After taking this non-recurring income into account, the Bonduelle Group's operating income (excl. IFRS 5) amounts to € 120.3 million, compared with € 97.2 million the previous financial year.

Net Result

The net financial expense (excl. IFRS 5) stands at € -17.6 million against € -17.3 million last financial year, recording a stable borrowing cost and a positive exchange rate result. The average interest rate relating to the cost of financial debt stands at 1.61% compared to 1.79% a year earlier, as the group benefited from particularly attractive financing conditions on the commercial paper market (NeuCP).The result of the equity method shows an expense of € -5.2 million (against € -0.6 million in the previous year) relating to the results and depreciation of certain investments in start-ups as well as the costs of acquiring the minority stake in the new group of long life business activities in North America resulting from the partial disposal on June 30, 2022.Excluding IFRS 5, the income tax expense stands at € 62.1 million against € 22.2 million last financial year and represents an effective tax rate of 60.4% taking into account on the one hand the taxation of the capital gain on the sale of the long life business activities in North America at a reduced rate and, on the other hand, in accordance with the revised profitability forecast for the ready-to-use fresh food business in North America, an impairment of deferred taxes for an amount of € 29.9 million. After considering the tax charge and the financial income, the Bonduelle Group's net income for FY 2021-2022 stands at € 35.4 million compared with € 57.1 million, last financial year, or 1.2% of turnover (excluding the IFRS 5 effect). The implementation of the IFRS 5 standard has no impact on the net result.

Financial Situation

Taking into account the disposal of 65% of the North American long life business activity (BALL) on June 30, 2022, the Bonduelle Group's net debt at that date was significantly lower than in the previous financial year, € 267.9 million, excluding the impact of the application of IFRS 16, representing a leverage ratio(3) of 2.28 (compared with 3.33 the previous financial year) and a gearing ratio(2) once again down to 0.31 from 0.85 the year before. Once IFRS 16 standard is taken into account, the group's debt stands at € 362.9 million and debt leverage(3) at 1.72 based on the same recurring EBITDA excluding the IFRS 5 effect.

Highlights

Status of the fresh ready-to-use business activity in North AmericaAs announced on July 11, 2022, the difficulties encountered by the ready-to-use fresh business operating segment in North America have led the group to review the profitability perspective of this business. The in-depth analysis of the market and the margins of the various product lines led the group to recognize, on the basis of future cash flows, an impairment of intangible assets (goodwill) and underperforming industrial assets, as well as the non-recognition of deferred tax assets for an amount of € 136.9 million on June 30, 2022.

Bonduelle announces the capital opening of Bonduelle Americas Long Life to the Fonds de solidarité FTQ and CDPQOn June 30, 2022, the Bonduelle Group obtained the approval from U.S and Canadian regulatory authorities and the waiver of conditions precedent allowing it to finalize the agreement with the institutional investors Fonds de solidarité FTQ and CDPQ, for the acquisition, in equal shares between them, of 65% of Bonduelle Americas Long Life (BALL) and on the basis of an enterprise value at 100% of C$ 850 million (approximately € 625 million), or an EBITDA multiple for 2020-2021 of 8.2x. With a revenue of C$ 989 million for financial year 2021-2022, this business activity is dedicated to the processing and marketing of canned and frozen vegetables in the United States and Canada, in the retail supermarket and food service sectors, with private labels, third party brands and own brands such as Arctic Gardens and Del Monte. This operation enables the group to continue to deploy its activities, particularly in brands, in line with its strategic priorities and its ambition of sustainable growth with positive impact. Bonduelle recorded in the income statement, on the line “Income from discontinued operations” in accordance with IFRS 5, the capital gain of this transaction amounting to a net amount of € 132.4 million (after disposal costs and taxes), equal to the difference between the fair value of the de-consolidated assets and their book value at that date. The assets and liabilities of these companies were de-consolidated and Bonduelle recognized the fair value of 35% of the retained interest in these entities, now called Nortera Foods, amounting to € 84 million, as an asset in the balance sheet under equity interests.

Bonduelle's business activities in Ukraine and RussiaIn accordance with its press release of March 17, 2022, the Bonduelle Group has suspended all development investment projects in Russia at this point and has decided to dedicate all profits made since February 24, 2022, and during the financial year from Russian sales to the future reconstruction of Ukraine, its infrastructure, and its agricultural and food ecosystems. The amount of net profit, resulting from the sales made in Russia from February 24, 2022, to June 30, 2022, as determined by the Board of Directors, is € 1.2 million. As the method of reinvestment of this amount has not yet been identified, no impact has been recorded in the financial statements for 2021-2022. In Ukraine, which represents a limited part of the group's revenue, and which has no industrial presence, commercial activity is gradually resuming after several weeks of interruption.

Outlooks

Based on the new scope, now excluding long life activities in North America, and given a particularly uncertain and volatile environment, the Bonduelle Group is targeting, at constant exchange rates and scope of consolidation, a revenue growth, integrating price increases aimed at offsetting cost inflation, from 8 to 11% and a current operating margin stable at 2.5%, representing an increase in current operating profitability close to 15%.The General Management will propose at the Annual General Meeting of December 1, 2022 the payment of a dividend of €0.30 per share.

(1) at constant currency exchange rate and scope of consolidation basis. The revenues in foreign currency over the given period are translated into the rate of exchange for the comparable period. The impact of business acquisitions (or gain of control) and divestments is restated as follows:

• For businesses acquired (or gain of control) during the current period, revenue generated since the acquisition date is excluded from the organic growth calculation;
• For businesses acquired (or gain of control) 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 up to the end of the comparative period of the prior fiscal year is excluded.

In the specific case of the 2021-2022 financial year, the items relating to the North American canned and frozen activities divested on June 30, 2022 are included for the full financial year.(2) net financial debt / equity(3) net financial debt / recurring EBITDA

Alternative performance indicators: the group presents in its financial notices performance indicators not defined by accounting standards. The main performance indicators are detailed in the financial reports available on www.bonduelle.com.

Next financial events:

- 2022-2023 1st Quarter Revenue:         November 8 2022 (after stock exchange trading session)- Annual General Meeting:         December 1, 2022- 2022-2023 1st Half Year Revenue:         February 2, 2023 (after stock exchange trading session)- 2022-2023 1st Half Year Results:         March 3, 2023 (prior to stock exchange trading session)

Find the complete annual resultsand the financial notice calendar on www.bonduelle.com

Appendix

In accordance with the provisions of the IFRS 5, the comparative financial statements for the financial year 2020-2021 have been restated accordingly. The impact of these restatements on the consolidated financial statements for the year 2020-2021 is presented in the table below.For the 2021-2022 financial year, BALL activities were conducted by the Bonduelle Group over the 12 months of the period. The Group's performance prior to the IFRS 5 reclassification is shown below, with details of the restatement.

Income statement incorporating the reclassification of discontinued activities:

About the Bonduelle Group

We want to inspire the transition toward a plant-based diet, to contribute to people’s well-being and planet health. We are a French family business with 11,900 employees and we have been innovating with our farming partners since 1853. Our products are cultivated on 73,000 acres and marketed in 100 countries, with a revenue of € 2,203 million (data as of June 30, 2022).

Our 4 strong brands are Bonduelle, Ready Pac Foods, Cassegrain and Globus.

Bonduelle is listed on Euronext compartment BEuronext indices: CAC MID & SMALL - CAC FOOD PRODUCERS - CAC ALL SHARESBonduelle is part of the Gaïa non-financial performance index and employee shareholder index (I.A.S.)Code ISIN : FR0000063935 - Code Reuters : BOND.PA - Code Bloomberg : BON FP

Find out about the group’s current events and news on Twitter @Bonduelle_Group, and its financial news on @BonduelleCFO

This document is a free translation into English and has no other value than an informative one. Should there be any difference between the French and the English version, only the French-language version shall be deemed authentic and considered as expressing the exact information published by Bonduelle.

Attachment

• Bonduelle - 21-22 Annual Results

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