Page | 1

Preliminary Results for year ended 31 December 2015

Fyffes delivers another year of record earnings

EBITDA* up 16.4% to €56.1m

EBITA* up 14.2% to €45.8m

EPS* up 14% to 12.73 cent

Seventh consecutive year of earnings growth

Compound annual growth in EPS* of 18.2% since 2008

Strong return on invested capital of 15.9%

Final dividend increased by 15%

Target EBITA* range for 2016 of €42m-€48m

Commenting on the results, David McCann, Chairman, said:

“Fyffes has delivered another important step up in earnings in 2015, its seventh consecutive year of

growth, with a 14.2% increase in adjusted EBITA to €45.8m. The Group is focused on consolidating at

this higher level of earnings. The initial target EBITA for 2016 is in the range €42m-€48m. Fyffes is

pursuing necessary increases in selling prices in all markets in response to the continuing strength of

the US dollar against the euro and sterling.

The Group is also focused on continuing to grow its business and is actively pursuing a number of

attractive acquisition opportunities.”

* These financial terms are defined below and exclude a €12m net exceptional charge.

26 February 2016

Forward looking statement Any forward looking statements made in this press release have been made in good faith based on the information available

as of the date of this press release and are not guarantees of future performance. Actual results or developments may differ

materially from the expectations expressed or implied in these statements, and the company undertakes no obligation to

update any such statements whether as a result of new information, future events, or otherwise. Fyffes Annual Report

contains and identifies important factors that could cause these developments or the company’s actual results to differ

materially from those expressed or implied in these forward-looking statements.

For further information, please view the 2015 results slide presentation at www.fyffes.com

or contact Brian Bell at Wilson Hartnell PR, Tel: +353-1-6690030.

Page | 2

Fyffes plc Preliminary Results for year ended 31 December 2015

Financial Highlights

2015

€ 2014

€ Change

%

Total revenue (incl share of joint ventures) 1,222.5m 1,090.9m +12.1

Group revenue (excl share of joint ventures) 985.3m 852.6m +15.6

EBITDA* 56.1m 48.2m +16.4

EBITA* 45.8m 40.1m +14.2

EBIT* 45.8m 40.1m +14.2

Diluted earnings per share* 12.73 cent 11.17 cent +14.0

Total dividend – including proposed final dividend 2.7451 cent 2.387 cent +15.0

*Key performance measures:

Adjusted EBITDA is earnings before interest, tax, depreciation and amortisation, excluding the Group’s

share of Balmoral’s result and exceptional items

Adjusted EBITA is adjusted EBITDA less depreciation charges

Adjusted EBIT is adjusted EBITA less amortisation charges

Adjusted diluted earnings per share excludes exceptional items and, in previous years, amortisation

charges and related tax credits, and the Group’s share of Balmoral’s result

Copies of this announcement are available from the Company’s registered office, 29 North Anne Street,

Dublin 7 and on our website at www.fyffes.com.

Page | 3

Financial results and operating review

Revenue

Total revenue, including the Group’s share of its joint ventures, amounted to €1.22bn in 2015, an increase of

12.1%. Group revenue, excluding Fyffes’ share of its joint ventures, was €985m in the year, 15.6% higher year

on year. Excluding the positive translation impact of the weaker euro on the Group’s US Dollar and Sterling

denominated sales, underlying revenue growth in 2015 was 7%. This was mainly driven by further organic

volume growth in the Group’s banana and melon categories. The Group’s share of revenue of its joint ventures

was marginally lower in 2015 mainly due to a reduced shareholding in one of these businesses.

Operating profit

Fyffes has delivered another important step up in profits in 2015, its seventh consecutive year of earnings

growth. Adjusted EBITA was €5.7m higher (+14.2%) at €45.8m, compared to €40.1m in 2014. Cumulatively

the Group’s Adjusted EBITA has increased by 200% over that seven year period, representing a strong

compound annual growth rate of 17%. Adjusted EBITDA of €56.1m was 16.4% higher year on year. The

calculations of Adjusted EBITA and Adjusted EBITDA are set out in note 2 of the accompanying financial

information. The key drivers of performance in the Group’s tropical produce operations are average selling

prices, exchange rates and the costs of fruit, shipping and fuel.

Fyffes achieved a strong result in the banana category in 2015, with a mid-teens percentage increase in

operating profits. This was delivered despite a significant currency headwind, with the US Dollar strengthening

by 16% and 7% against the euro and Sterling respectively during the year. The impact of this was partly

mitigated by reductions in key input costs, further logistical efficiencies combined with lower fuel costs,

operational efficiencies in the Group’s distribution network and reductions in other import costs. Fyffes also

secured increases in selling prices in some markets. The Group continued to grow its European market share,

with a mid-single digit percentage increase in its banana volumes in the year.

Fyffes pineapple operations also delivered a strong result in 2015. As in the banana category, exchanges rates

were a significant headwind due to the strength of the US Dollar. The Group secured increases in selling prices

in most markets, helped by supply constraints as a result of poor weather in Costa Rica, the key production

region. Fyffes total volumes were marginally lower for this reason, although production on the Group’s own

farms was slightly higher as a result of further yield improvements. Costs, particularly logistics and fuel, were

lower year on year.

Fyffes delivered a broadly satisfactory result in 2015 in its US melon business, although profits were down the

very strong result achieved in the previous year. There was adverse weather in the early part of the year in the

production regions which increased costs and resulted in some quality issues in certain varieties for part of the

season. This had a modest adverse impact on average selling prices. Towards the end of the year, the Group

purchased additional melon farming assets in Guatemala which contributed to a mid-single digit increase in

volumes in this category in the year and is expected to result in a 25% increase in volumes on a full year basis in

2016. Fyffes is pleased with the initial integration of these new farms and there has been a positive start to the

2015/16 US melon import season.

Balmoral International Land Holdings plc (“Balmoral”), in which the Group has a 40% shareholding, published

its results for 2014 in September 2015, reporting a profit attributable to equity shareholders of €6.7m. Fyffes

continues to maintain an impairment provision against the carrying value of its investment in Balmoral, which

remains unchanged at €50,000, and has therefore recorded no net profit in this regard. Balmoral has not yet

reported its 2015 results.

The total operating profit for the Group, which is Adjusted EBITA less exceptional items and the Group’s share

of its joint ventures’ interest and tax charges, amounted to €32.5m for the year compared to €38.9m in the

previous year.

Page | 4

Exceptional items

As explained in more detail in note 3 of the accompanying financial information, the Group has treated a

number of non-recurring matters as exceptional items in its 2015 financial statements, amounting to a net charge

of €12m. This comprised an €11.1m net charge arising on termination of the Group’s Irish defined benefit

pension scheme, a €2.9m charge recognised in relation to a fine paid by one of the Group’s joint venture

businesses and a €2m credit in respect of costs accrued in 2014 in connection with the Group’s planned merger

with Chiquita Brands International, Inc. which were not ultimately incurred. Net tax credits of €1.1 million

arose during the year in relation to these exceptional items.

Financial expense

Net financial expense in the Group’s subsidiary companies in 2015 amounted to €0.7m, unchanged on the

previous year. The Group’s share of the net financial expense of its joint ventures was €0.4m in 2015, also

unchanged on the previous year.

Profit before tax

Adjusted profit before tax for 2015 amounted to €44.6m, 14.5% up on the previous year. As set out in note 2 of

the accompanying financial information, adjusted profit before tax excludes exceptional items and the Group’s

share of the tax charge of its joint ventures, which is reflected in profit before tax under IFRS, and, in previous

years, the amortisation of intangible assets and the Group’s share of Balmoral’s result. Profit before tax,

excluding these adjustments, amounted to €31.8m compared to €38.2m in 2014, including the impact of the

€12m exception charge.

Taxation

An analysis of the tax charge for the year is set out in note 4 of the accompanying financial information. The

underlying tax charge in 2015 was €6.2m compared to €5m in the previous year, equivalent to a rate of 13.8%

(2014: 12.7%), when applied to the Group’s adjusted profit before tax. The c.1% increase in the underlying tax

rate in 2015 reflects some changes in the geographic mix of the Group’s profits. The underlying tax charge

excludes the tax impact of exceptional items and includes the Group’s share of tax of its joint ventures. This

underlying rate is used for the purposes of calculating adjusted earnings per share. The 2015 Income Statement

shows a tax charge of €4.2m before these adjustments, compared to €4m in the previous year.

Non-controlling interests

The non-controlling interests share of profit after tax for the year amounted to €0.1m in 2015, compared to

€0.2m in the previous year.

Earnings per share

The Group’s adjusted diluted earnings per share in 2015 amounted to €12.73 cent, up 14% on the previous year.

This reflects the increase in adjusted profit before tax less the impact of the slightly higher tax charge. The

calculation of adjusted earnings per share is set out in note 5 of the accompanying financial information. It

excludes exceptional items and, in previous years, the amortisation of intangible assets and related tax credits,

and the Group’s share of Balmoral’s result. Diluted earnings per share after the €12m exceptional charge,

amounted to €9.10 cent in 2015, compared to 11.20 cent in the previous year.

Dividend and share buyback

The Board is proposing to pay a final dividend for 2015 of €1.924 cent per share, up 15% on the previous year.

Subject to shareholder approval at the forthcoming AGM, this dividend, which will be subject to Irish

withholding tax rules, will be paid on 6 May 2016 to shareholders on the register on 8 April 2016. In accordance

with company law and IFRS, this dividend has not been provided for in the balance sheet at 31 December 2015.

Total dividends in respect of 2015 will amount to €2.7451 cent, 15% up on the previous year and equivalent to a

pay-out ratio of 21.6% based on adjusted earnings per share.

Page | 5

Fyffes will seek to renew its authority from shareholders to repurchase shares at its 2016 AGM. Subject to this

authority and taking into account the Group’s financial position and other investment opportunities, the

company may from time to time repurchase further Fyffes plc shares in the market.

Balance sheet

Net funds

The Group’s net debt increased by €27.6m in 2015 to €39.3m. This represents 0.7 times Adjusted EBITDA. Cash

generated from operations in the year was c. €56m, comprising Adjusted EBITDA excluding the Group’s share of

EBITA from its joint ventures but including dividends received from these businesses. Total capital and

investment expenditure amounted to over €83m. This included €26.8m spent on the melon and banana farming

businesses acquired towards the end of the year, plus with a further €2.7m spent acquiring another farm which was

accounted for as an asset purchase. Regular Capex amounted to €9.6m, compared to the €10.3m depreciation

charge. Total payments of €20m were made arising from the closure of the Irish pension scheme as explained

below. Dividends paid amounted to €7.4m, tax paid was €4.3m and €5.2m was paid in respect of the Group’s

MNOPF and MNRPF liabilities. Working capital increased by €9.9m in the year, reflecting the impact of the

acquisitions during the year and volume growth in the banana and melon categories.

Pension obligations

As explained further in note 6 of the accompanying financial information, during 2015 the Group decided to

close its Irish defined benefit pension scheme to future accrual and to future liability due to the ever increasing

cost of funding such schemes. Once-off final payments amounting to €20m were made to settle the scheme

deficit, to eliminate the possibility of a claim by the trustees in respect of member expectations in relation to the

scheme and to facilitate transfers to the new defined contribution scheme. After eliminating the accounting

deficit in the Irish scheme as at 31 July 2015 of €8.9m, the incremental costs of €11.1m, net of a settlement gain

of €2.7m arising under the measurement criteria of IAS 19, have been expensed in the income statement as an

exceptional charge. The deficit in the Group’s remaining defined benefit pension schemes in the UK and the

Netherlands, before deferred tax, amounted to €32.1m at the end of the year. The Group is also in the process of

closing its UK defined benefit scheme to future accrual.

Investment in Balmoral International Land Holdings plc (“Balmoral”)

In accordance with International Financial Reporting Standards, Fyffes 40% investment in Balmoral continues

to be accounted for under equity accounting rules. Fyffes wrote down the carrying value of its investment to

€50,000 in 2011. Balmoral published its 2014 full year results in September 2015, reporting a profit attributable

to equity shareholders of €6.7m, increasing its net equity to €8.5m. Fyffes has recognised its share of these

profits but has also recognised a matching impairment provision on the basis that there has not yet been a

sustained and prolonged recovery in Balmoral’s performance and the carrying value of its investment has

therefore remained unchanged at €50,000. Balmoral has not yet finalised its 2015 results. Fyffes will consider

the appropriateness of its impairment provision after Balmoral publishes its 2015 results. Balmoral continues to

be actively managed and, given its well diversified portfolio of properties in Ireland, the UK and Continental

Europe, remains in a position to benefit from improvements in property market conditions.

Shareholders’ funds

Shareholders’ funds increased by €31.2m (+17.1%) in 2015 to €213.9m. The main components of this increase

included - retained profits after tax and minority interests of €27.4m, less dividends paid of €7.4m; translation

gains on the Group’s non-euro denominated net assets amounting to €17.1m; net actuarial gains on the Group’s

and its joint ventures’ pension schemes of €1.3m, net of deferred tax; the proceeds from share options exercised

of €1.4m; and mark to market losses on valuing the Group’s currency and fuel hedges at year end amounting to

€9m, net of deferred tax.

Page | 6

Outlook Having achieved a further step up in profitability in 2015, Fyffes is focused on consolidating at this higher level

of earnings. The Group’s initial target EBITA for 2016 is in the range €42m-€48m, compared to €45.8m in

2015. Fyffes is pursuing increases in selling prices in all markets in response to the continuing strength of the

US Dollar against the euro and Sterling. Trading conditions have been satisfactory in the year to date in 2016.

The Group remains focused on always improving the efficiency of its operations in order to enhance its

competitiveness. Fyffes is determined to continue to grow its business and is actively pursuing a number of

attractive acquisition opportunities.

David McCann, Chairman 26 February 2016

on behalf of the Board

Page | 7

Fyffes plc

Summary Group Income Statement for the year ended 31 December 2015

Pre-Exceptional

2015

€’000

Exceptional

2015

€’000

Total

2015

€’000

Pre-Exceptional

2014

€’000

Exceptional

2014

€’000

Total

2014

€’000

Revenue including Group share of joint ventures 1,222,549 - 1,222,549 1,090,887 - 1,090,887

Group revenue 985,292 - 985,292 852,578 - 852,578

Cost of sales (865,612) - (865,612) (748,391) - (748,391)

Gross profit 119,680 - 119,680 104,187 - 104,187

Distribution costs (32,467) - (32,467) (29,455) - (29,455)

Administrative expenses (44,881) (9,096) (53,977) (40,373) (14,339) (54,712)

Other operating income/(expense) 1,824 - 1,824 3,195 14,437 17,632

Share of profit/(loss) of joint ventures after tax 356 (2,882) (2,526) 1,273 - 1,273

Share of profit of associates after tax

– Balmoral International Land Holdings plc - - -

- - -

Operating profit 44,512 (11,978) 32,534 38,827 98 38,925

Net financial expense (748) (746)

Profit before tax 31,786 38,179

Income tax expense (4,246) (4,048)

Profit for the financial year – continuing operations 27,540 34,131

Attributable as follows:

Equity shareholders 27,425 33,910

Non-controlling interests 115 221

27,540 34,131

Earnings per ordinary share – cent Basic 9.28 11.40

Diluted 9.10 11.20

Adjusted diluted 12.73 11.17

Page | 8

Fyffes plc

Summary Group Statement of Comprehensive Income for the year ended 31 December 2015

2015

€’000

2014

€’000

Profit for the financial year 27,540 34,131

Other comprehensive income

Items that are or may subsequently be reclassified to profit or loss

Translation of net equity investments 17,132 15,630

Effective portion of cash flow hedges (10,282) 9,357

Deferred tax on effective portion of cash flow hedges 1,285 (1,170)

Items that will never be reclassified to profit or loss

Actuarial gain/(loss) recognised on defined benefit pension schemes 2,521 (12,379)

Deferred tax movements related to defined benefit pension schemes (922) 1,921

Share of actuarial (loss) on joint ventures defined benefit pension schemes (356) (2,239)

Deferred tax on actuarial losses in joint ventures defined benefit pension schemes 49 524

Total comprehensive income 36,967 45,775

Attributable as follows:

Equity shareholders 36,852 45,554

Non-controlling interests 115 221

Total comprehensive income 36,967 45,775

Page | 9

Summary statement of movement in equity for the year ended 31 December 2015

Share

Capital

€’000

Share

Premium

€’000

Other Reserves

(Note 9)

€’000

Retained

Earnings

€’000

Shareholders’

Funds

€’000

Non-controlling

Interests

€’000

Total

Equity

€’000

2015

Total shareholders’ equity at beginning of year 19,546 99,117 64,230 (209) 182,684 1,560 184,244

Total comprehensive income - - 8,135 28,717 36,852 115 36,967

Share options exercised 152 1,297 (351) 351 1,449 - 1,449

Share based payments - - 273 - 273 - 273

Dividends paid to equity shareholders - - - (7,364) (7,364) - (7,364)

Total shareholders’ equity at end of year 19,698 100,414 72,287 21,495 213,894 1,675 215,569

2014

Total shareholders’ equity at beginning of year 19,544 99,105 44,293 (15,375) 147,567 1,339 148,906

Total comprehensive income - - 23,817 21,737 45,554 221 45,775

Share options exercised 2 12 - - 14 - 14

Acquisition of own shares - - (3,038) - (3,038) - (3,038)

Share options which did not vest credited to Income Statement - - (985) - (985) - (985)

Share based payments - - 143 - 143 - 143

Dividends paid to equity shareholders - - - (6,571) (6,571) - (6,571)

Total shareholders’ equity at end of year 19,546 99,117 64,230 (209) 182,684 1,560 184,244

Page | 10

Fyffes plc

Summary Group Balance Sheet as at 31 December 2015

2015

€’000

2014

€’000

Non-current assets

Property, plant and equipment 123,099 96,429

Investment property 5,524 5,202

Goodwill and intangible assets 39,851 24,452

Other receivables - 4,682

Investments in joint ventures 36,326 40,121

Investments in associate – Balmoral International Land Holdings plc 50 50

Equity investments 16 16

Deferred tax assets 11,044 11,596

Total non-current assets 215,910 182,548

Current assets

Inventories 60,198 48,812

Biological assets 21,314 18,715

Trade and other receivables 119,149 91,966

Hedging instruments 3,118 6,379

Corporation tax recoverable 1,222 545

Cash and cash equivalents 22,759 22,069

Total current assets 227,760 188,486

Total assets 443,670 371,034

Equity

Called-up share capital 19,698 19,546

Share premium 100,414 99,117

Other reserves 72,287 64,230

Retained earnings 21,495 (209)

Total shareholders’ equity 213,894 182,684

Non-controlling interests 1,675 1,560

Total equity and non-controlling interests 215,569 184,244

Non-current liabilities

Interest bearing loans and borrowings 1,337 9,833

Employee retirement benefits 32,148 41,448

Other payables 3,780 7,902

Provisions 1,864 1,987

Corporation tax payable 9,508 10,330

Deferred tax liabilities 3,922 3,952

Total non-current liabilities 52,559 75,452

Current liabilities

Interest bearing loans and borrowings 60,703 23,955

Trade and other payables 104,611 83,761

Provisions 1,627 1,985

Corporation tax payable 815 608

Hedging instruments 7,786 1,029

Total current liabilities 175,542 111,338

Total liabilities 228,101 186,790

Total liabilities and equity 443,670 371,034

Page | 11

Fyffes plc

Summary Group Cash Flow Statement for the year ended 31 December 2015

2015

€’000

2014

€’000

Cash flows from operating activities (note 8.1) 16,509 27,668

Cash flows from investing activities (note 8.2) (36,708) (29,626)

Cash flows from financing activities (note 8.3) 24,558 (8,095)

Net movement in cash and cash equivalents 4,359 (10,053)

Cash and cash equivalents, including bank overdrafts at start of year 16,730 25,300

Translation adjustment on cash and cash equivalents 1,045 1,483

Cash and cash equivalents, including bank overdrafts at end of year 22,134 16,730

Reconciliation of total net (debt)/funds

Increase/(decrease) in cash and cash equivalents 4,359 (10,053)

Net increase in debt (32,000) (2,813)

Capital element of finance lease payments 1,527 1,313

New finance leases (1,238) (861)

Translation adjustment (210) 258

Movement in net debt (27,562) (12,156)

Net (debt)/funds at the beginning of the year (11,719) 437

Net (debt) at the end of the year (39,281) (11,719)

Page | 12

Fyffes plc

Notes to Preliminary Results for the year ended 31 December 2015

1. Basis of preparation

This preliminary financial information has been derived from the Group’s consolidated financial statements for

the year ended 31 December 2015, which were approved by the Board of Directors on 25 February 2016. It has

been prepared in accordance with the International Financial Reporting Standards (IFRS) as endorsed by the EU

Commission and the accounting policies set out in the Group’s 2014 annual report.

The Group’s full financial statements and annual report will be circulated to shareholders, published on the

Group’s website and filed with the Irish Registrar of Companies in due course.

The comparative financial information for the year ended 31 December 2014 presented in this preliminary

results announcement represents an abbreviated version of the Group’s statutory financial statements for that

year, on which an unqualified audit report was issued and which have been filed with the Companies

Registration Office in Dublin.

The financial information is presented in euro, rounded to the nearest thousand. The results and cash flows of

Group companies denominated in foreign currencies have been translated into euro at the average exchange

rates for the period while their balance sheets have been translated at the year end rate of exchange. Adjustments

arising on retranslation of the opening net assets and results for the year of these non-euro denominated

operations at the year end rate of exchange are recognised directly in equity, in the currency translation reserve,

net of any movements on related foreign currency borrowings, including those arising on long term intra-Group

loans regarded as quasi-equity in nature. All other translation differences are recognised in the income

statement. The principal non-euro currencies applicable to the Group are sterling and the US dollar. The average

and closing rates to the euro were as follows:

Average Closing

2015 2014 2015 2014

Pound Sterling 0.7258 0.8058 0.7365 0.7820

US Dollar 1.1100 1.3631 1.0859 1.2170

2. Adjusted profit before tax, EBITA and EBITDA 2015

€’000

2014

€’000

Profit before tax per income statement 31,786 38,179

Adjustments

Exceptional items (see note 3 below) 11,978 (98)

Group share of tax charge of joint ventures 860 903

Adjusted profit before tax 44,624 38,984

Exclude

Net financial expense – Group 748 746

Net financial expense – share of joint ventures 447 403

Adjusted EBITA 45,819 40,133

Depreciation 10,322 8,093

Adjusted EBITDA 56,141 48,226

Page | 13

Fyffes is currently organised into two separate operating divisions – Tropical Produce and Property. Fyffes

Tropical Produce operations produce and import bananas, pineapples and melons sourced in Central and South

America for distribution to customers in Europe and the US. Fyffes Property activities comprise its 40%

investment in Balmoral International Land Holdings plc (“Balmoral”) which is an international property

development company. This preliminary results announcement presents the separate information for Balmoral

under equity accounting rules in the Income Statement and the Balance Sheet and in the reconciliation above.

The performance of the Tropical Produce division is reviewed by the Chief Operating Decision Maker

(“CODM”), being the executive team comprising the Executive Chairman, the Chief Operating Officer and the

Finance Director, based on Adjusted EBITA which, while not a term defined in IFRS, Fyffes believes is the

most appropriate measure of the underlying operating result of the Group. Adjusted EBITA is earnings before

interest, tax and amortisation charges, excluding exceptional items and the Group’s share of Balmoral’s result

and including the Group’s share of its joint ventures on a consistent basis. Adjusted earnings per share are

presented on a similar basis in note 5 below. Adjusted EBITA reflects the results of Fyffes Tropical Produce

operations, net of all central overheads, and is the basis for the analysis of the performance of that division in the

accompanying text. Financial income and expense, income tax and certain corporate overheads are managed on

a centralised basis. The only inter-segmental transactions between Fyffes Tropical Produce division and

Balmoral arise because Fyffes leases a number of its distribution centres from Balmoral and Fyffes in turn

sublets space in its corporate head office to Balmoral.

Balmoral published its 2014 full year results in September 2015, reporting a profit after tax of €6.7m. Fyffes has

recognised its share of these profits but has also recognised a matching impairment provision on the basis that

there has not yet been a sustained and prolonged recovery in Balmoral’s performance and the carrying value of

its investment has therefore remained unchanged at €50,000. Balmoral has not yet finalised its 2015 results.

Fyffes will consider the appropriateness of its impairment provision after Balmoral publishes its 2015 results.

3. Exceptional items

2015

€’000

2014

€’000

Costs arising on closure of Irish defined benefit pension scheme (11,144) -

Share of fine paid by joint venture in connection with EU Competition case (2,882) -

Break fee received following termination of proposed merger with Chiquita - 18,594

Professional and advisory fees and other costs connected with proposed

merger with Chiquita 2,048 (14,339)

Impairment charges related to under-performing pineapple farm - (4,157)

Total exceptional items per income statement (11,978) 98

As explained further in note 6 below, during 2015 the Group decided to close its Irish defined benefit pension

scheme to future accrual and to future liability due to the ever increasing cost of funding such schemes. Once-

off final payments amounting to €20m were made to settle the scheme deficit, to eliminate the possibility of a

claim by the trustees in respect of member expectations in relation to the scheme and to facilitate transfers to the

new defined contribution scheme. After eliminating the accounting deficit as at 31 July 2015 of €8.9m, the

incremental costs of €11.1m, net of a settlement gain of €2.7m arising under the measurement criteria of IAS 19,

have been expensed in the income statement as an exceptional charge.

In 2008, the European Commission published its Decision following the conclusion of its investigation into the

supply of bananas in the Northern European region of the European Economic Area (“EEA”). No adverse

findings were made against Fyffes and no fine imposed on it. At the same time, the European Commission

found the Group’s German joint venture, Internationale Fruchtimport Gesellschaft Weichert GmbH & Co KG

(“Weichert”) and Fresh Del Monte Produce Inc (“Del Monte”) jointly and severally liable for a fine of €14.7m,

for breaches of Article 81 of the Treaty of Rome and Article 53 of the EEA Agreement relating to the supply of

bananas to the Northern European region of the EEA in the period 1 January 2000 to 31 December 2002. Fyffes

acquired its 80% interest in Weichert from Del Monte on 1 January 2003. The Commission found that Weichert

was controlled by Del Monte throughout the period covered by the Decision. Weichert provided for a net

exceptional charge of €3.7m in its 2008 accounts in relation to this fine. While Fyffes has no liability in this

Page | 14

matter, the Group’s income statement in 2008 reflected Fyffes 80% share of the net exceptional charge

recognised in Weichert’s accounts, amounting to €2.9m.

There have been a number of appeals in relation to this case with a concluding judgement issued by the Court of

Justice of the European Union (“CJEU”) on 24 June 2015 which confirmed a lower fine of €9.8m, plus interest

costs. Separately, Weichert and Del Monte reached an agreement in relation to the split of the fine. As a result

of the decision of the CJEU and the agreement with Del Monte, Weichert has recognised a further exceptional

charge of €3.6m in its 2015 financial statements covering its share of the fine plus interest and related costs in

full and final settlement of this long running matter. Fyffes 80% share of the additional charge recognised by

Weichert amounts to €2.9m and is being reported as an exceptional item.

In March 2014, Fyffes and Chiquita Brands International Inc (“Chiquita”) announced an intention to combine in

an all share merger. In August 2014, a consortium offered to purchase Chiquita in an all cash deal. Ultimately,

Chiquita shareholders voted not to support the proposed merger with Fyffes at a special meeting in October

2014 and the business was sold to the consortium. Following termination of the proposed merger, Chiquita paid

US$23.3m (€18.6m) to Fyffes in respect of its obligations under the terms of the merger agreement. During this

protracted process, which extended over a prolonged period, Fyffes incurred professional and advisory fees and

other costs amounting to €14.3m, including costs related to a review of Fyffes business operations, resulting in a

net surplus of €4.3m in 2014. During 2015, Fyffes wrote back costs amounting to €2.048m, which had been

accrued in 2014 in respect of this proposed merger, but were ultimately not incurred by the Group.

Following a strategic review of its pineapple farming operations in 2014, the Group decided to write down the

carrying value of the assets of one of its pineapple farms which has been under-performing compared to its other

larger pineapple farm. The impairment charges recognised in 2014 in writing down these assets amounted to

€4.2m.

Net tax credits of €1.1m arose during the year in relation to these exceptional items. This exceptional tax credit

has been excluded in the calculation of the Group’s Adjusted earnings per share (see note 5 below).

4. Corporation tax

2015

€’000

2014

€’000

Tax charge per income statement 4,246 4,048

Group share of tax charge of its joint ventures netted in profit before tax 860 903

Total tax charge 5,106 4,951

Adjustments

Tax on credit on exceptional items 1,053 -

Tax charge on underlying activities 6,159 4,951

Including the Group’s share of the tax charge of its joint ventures, amounting to €0.9m (2014: €0.9m), which is

netted in operating profit in accordance with IFRS, the total tax charge for the year amounted to €5.1m (2014:

€5.0m). Excluding the impact of tax credits which arose during the year on certain exceptional charges (see

note 3), the underlying tax charge for the Group for the year was €6.2m (2014: €5.0m), equivalent to a rate of

13.8% (2014: 12.7%) when applied to the Group’s adjusted profit before tax.

Page | 15

5. Earnings per share

2015

€’000

2014

€’000

Profit for financial year attributable to equity shareholders 27,425 33,910

‘000 ‘000

Issued ordinary shares at start of year 325,765 325,735

Effect of own shares held (31,075) (28,240)

Effect of shares issued 740 1

Weighted average number of shares for basic earnings per share calculation 295,430 297,496

Weighted average number of options with dilutive effect 5,787 5,158

Weighted average number of shares for diluted earnings per share calculation 301,217 302,654

Basic earnings per share - € cent 9.28 11.40

Diluted earnings per share - € cent 9.10 11.20

Adjusted diluted earnings per share

2015

€’000

2015

€ cent

2014

€’000

2014

€ cent

Profit for financial year attributable to equity shareholders 27,425 9.10 33,910 11.20

Adjustments

Exceptional items 11,978 3.98 (98) (0.03)

Tax impact of exceptional items (1,053) (0.35) - -

Adjusted diluted earnings 38,350 12.73 33,812 11.17

Adjusted diluted earnings per share is calculated to exclude, where applicable, the Group’s share of the results

of Balmoral International Land Holdings plc, exceptional items, intangible amortisation, related tax credits /

charges, once-off tax credits and the impact of share options with a dilutive effect.

6. Post employment benefits 2015

€’000

2014

€’000

Deficit at beginning of year (41,448) (28,150)

Current/past service cost less finance income recognised in Income Statement (3,786) (2,943)

Gain on settlement of Irish scheme 2,721 -

Actuarial remeasurements recognised in Statement of Comprehensive Income 2,521 (12,379)

Employer contributions to schemes 9,626 3,730

Foreign exchange movement (1,782) (1,706)

Deficit at end of year (32,148) (41,448)

Related deferred tax asset 6,466 7,456

Net deficit after deferred tax at end of year (25,682) (33,992)

Page | 16

The table above summarises the movements during the year in the Group’s defined benefit pension schemes in

Ireland, the UK and Continental Europe. The current/past service cost is charged in the Income Statement,

together with the interest cost of scheme liabilities net of the finance income on scheme assets. The actuarial

(loss)/gain is recognised in the Statement of Comprehensive Income, in accordance with the amendment to IAS

19 Employee Benefits (2011). The measurement of the Group’s pension obligations is based on a number of key

assumptions which are determined in consultation with independent actuaries. One key assumption is the

appropriate interest rate to use in discounting the estimated future cash flows of the schemes. For 2015, the

Group used a rate of 2.6% (2014: 2.3%) in respect of its euro denominated schemes and 3.8% (2014: 3.7%) in

respect of its UK scheme.

These defined benefit pension schemes represent a very significant commitment of Group resources. Fyffes had

been exploring for some time how it might de-risk its exposure in this regard, either through fully eliminating

these liabilities or, where this is not feasible, spreading the funding costs over an extended period. While the

Group’s Irish and UK defined benefit pension schemes have been closed to new entrants since 2009, liabilities

under these schemes continued to accrue as a result of the ongoing service of the existing members. In July

2015, the Group decided to close its Irish defined benefit pension scheme to future accrual and to future

liability. Following agreement with the scheme trustees and certain scheme members, all accrued liabilities,

rights and related costs were settled. Once-off final payments amounting to €20m were made to settle the deficit

in the scheme, to eliminate the possibility of a claim by the trustees in respect of member expectations in

relation to the scheme and to facilitate transfers to the new defined contribution scheme, including the payment

for all members of enhanced transfer values calculated by the scheme actuary and agreed by the trustees and

members. The Group therefore has no further obligation in relation to that scheme and it is in the process of

being wound up. The Group has established a new defined contribution scheme for the former members of the

Irish defined benefit scheme. The accumulated benefits of each member of the former defined benefit scheme

have been transferred to the new defined contribution scheme by bulk transfer.

Net of a settlement gain of €2.7m arising on termination under the measurement criteria of IAS 19, a final

contribution of €6.1m was paid directly into the Irish scheme to eliminate the accounting deficit of €8.9m as at

31 July 2015. A net exceptional charge of €11.1m has been recognised in the income statement (see note 3

above), being the difference between the €20m final payments and the accounting deficit of €8.9m.

UK legislation provides a very significant level of protection to occupational pension schemes. The Group is,

therefore, more constrained in its options to limit its exposure in respect of its UK defined benefit scheme. It

would not be possible to fully eliminate the Group’s exposure to this scheme on the same terms as the

settlement agreed with the trustees of the Irish scheme. An agreement has been in place for a number of years

with the trustee of the UK scheme to fund the past service deficit over an extended period. The Group is in the

process of closing its UK scheme to future accrual.

The pension cost expensed in the income statement for the year in respect of the Group’s defined benefit

schemes was €1.1m, net of the €2.7m settlement gain on termination of the Group’s Irish defined benefit

scheme (2014: €2.9m).

7. Dividends and share buy-back

2015

€’000

2014

€’000

Dividends paid on Ordinary €0.06 shares

Interim dividend for 2015 of €0.8211 cent (2014: €0.714 cent) 2,425 2,130

Final dividend for 2014 of €1.673 cent (2013: €1.49 cent) 4,939 4,441

Total cash dividends paid in the year 7,364 6,571

The directors have proposed a final dividend for 2015, subject to shareholder approval at the AGM of €1.924

cent per share. In accordance with IFRS, this dividend has not been provided for in the Balance Sheet at 31

December 2015.

Page | 17

On 31 December 2015, the company and subsidiary companies held 31,075,000 Fyffes plc ordinary shares. The

right to dividends on these shares has been waived and they are excluded from the calculation of earnings per

share.

8. Notes supporting cash flow statement

8.1 Cash generated from operations 2015

€’000

2014

€’000

Profit for the year 27,540 34,131

Adjustments for

Depreciation of property, plant and equipment 10,322 8,093

Net (gain) on disposal of property, plant and equipment (210) (47)

Impairment of property, plant and equipment - 4,157

Gain on partial disposal of investment in joint venture (687) -

Equity settled compensation 273 (842)

Defined benefit pension scheme expense (net of exceptional settlement gain) 1,065 2,943

Contributions paid to defined benefit pension schemes (9,626) (3,730)

Payments in connection with MNOPF and MNRPF (5,171) (599)

Reduction in deferred consideration liability (37) -

Share of loss/(profit) of joint ventures 2,526 (1,273)

Movement in working capital (9,952) (15,047)

Decrease in fair value of biological assets 673 513

Income tax charge per income statement 4,246 4,048

Income tax (paid) (4,313) (4,888)

(Gain)/loss on ineffective hedging instruments (264) 59

Net interest expense 748 746

Net interest paid (624) (596)

Cash flows from operating activities 16,509 27,668

8.2 Cash flows from investing activities

2015

€’000

2014

€’000

Acquisition of subsidiaries (26,790) -

Acquisition of property, plant and equipment excluding leased assets (12,268) (22,836)

Investment in joint ventures - (873)

Proceeds on partial disposal of investment in joint venture 271 -

Dividends paid by joint ventures 1,533 221

Joint venture becoming a subsidiary 5 -

Payment of deferred acquisition consideration (92) (2,481)

Acquisition of investment property - (4,090)

Proceeds from disposal of property, plant and equipment 633 433

Cash flows from investing activities (36,708) (29,626)

Page | 18

8.3 Cash flows from financing activities

2015

€’000

2014

€’000

Proceeds on issue of shares (including premium) 1,449 14

Purchase of own shares - (3,038)

Net increase in borrowings 32,000 2,813

Capital element of lease payments (1,527) (1,313)

Dividends paid to equity shareholders (7,364) (6,571)

Cash flows from financing activities 24,558 (8,095)

8.4 Analysis of movement in net (debt) in the year Opening

1 Jan

2015

€’000

Cash flow

€’000

Non cash

movement

€’000

Translation

€’000

Closing

31 Dec

2015

€’000

Bank balances 13,379 6,121 - 1,045 20,545

Call deposits 8,690 (6,476) - - 2,214

Cash & cash equivalents per balance sheet 22,069 (355) - 1,045 22,759

Overdrafts (5,339) 4,714 - - (625)

Cash & cash equivalents per cash flow statement 16,730 4,359 - 1,045 22,134

Bank loans – current (17,395) (40,000) - (893) (58,288)

Bank loans – non current (8,000) 8,000 - - -

Finance leases (3,054) 1,527 (1,238) (362) (3,127)

Total net (debt) (11,719) (26,114) (1,238) (210) (39,281)

9. Reconciliation of other reserves

Capital

Reserves

€’000

Share

Options

Reserve

€’000

Currency

Translation

Reserve

€’000

Revaluation

Reserve

€’000

Treasury

Shares

Reserve

€’000

Hedging

Reserve

€’000

Total

Other

Reserves

€’000

2015

Total at beginning of year 74,107 1,784 1,737 2,328 (20,407) 4,681 64,230

Total comprehensive income - - 17,132 - - (8,997) 8,135

Share options exercised - (351) - - - - (351)

Currency movements in

revaluation reserves - - (52) 52 - - -

Share based payments - 273 - - - - 273

Total at end of year 74,107 1,706 18,817 2,380 (20,407) (4,316) 72,287

2014

Total at beginning of year 74,107 2,626 (13,840) 2,275 (17,369) (3,506) 44,293

Total comprehensive income - - 15,630 - - 8,187 23,817

Currency movements in

revaluation reserves - - (53) 53 - - -

Acquisition of own shares - - - - (3,038) - (3,038)

Unvested share options

credited to Income Statement - (985) - - - - (985)

Share based payments - 143 - - - - 143

Total at end of year 74,107 1,784 1,737 2,328 (20,407) 4,681 64,230

Page | 19

10. Acquisition of subsidiaries

In a number of separate transactions during 2015, the Group purchased additional melon farming assets in

Central America. It also completed the acquisition of a banana farm in Costa Rica which it had been

successfully operating under a lease arrangement since early in 2014. The provisional fair values of the assets

acquired and consideration paid and payable in respect of these transactions is summarised in the table below.

€’000 €’000

Provisional fair value of assets acquired

Property, plant and equipment 14,799

Intangible assets 6,864

Working capital 581

Total fair value of assets acquired 22,244

Consideration

Cash paid 26,790

Deferred consideration 1,126

Fair value of consideration 27,916

Goodwill arising 5,672

11. Financial instruments

The fair values of financial assets and financial liabilities, together with the carrying amounts in the Summary

Group Balance Sheet at 31 December 2015 are as follows:

2015

Carrying value

€’000

2015

Fair value

€’000

2014

Carrying Value

€’000

2014

Fair value

€’000

Assets

Equity investments 16 16 16 16

Trade and other receivables 113,203 113,203 91,683 91,683

Cash and cash equivalents 22,759 22,759 22,069 22,069

Hedging instruments 3,118 3,118 6,379 6,379

Total assets 139,096 139,096 120,147 120,147

Liabilities

Trade and other payables (108,391) (108,391) (91,663) (91,663)

Interest bearing loans and borrowings (62,040) (62,040) (33,788) (33,788)

Deferred contingent consideration (1,194) (1,194) (1,578) (1,578)

Hedging instruments (7,786) (7,786) (1,029) (1,029)

Total liabilities (179,411) (179,411) (128,058) (128,058)

All of the Group’s debt is due within one year (2014: €8,000,000 due after more than one year).

Page | 20

Fair value of financial instruments carried at fair value

In accordance with IFRS 13 Fair Value Measurement, financial instruments recognised at fair value are

analysed between those based on quoted prices in active markets for identical assets or liabilities (Level 1);

those involving inputs other than quoted prices that are observable for the assets or liabilities, either directly or

indirectly (Level 2); and those involving inputs for the assets or liabilities that are not based on observable

market data (Level 3). The following table sets out the fair value of all financial instruments whose carrying

value is at fair value:

Total Level 1 Level 2 Level 3

2015

€’000

2014

€’000 2015

€’000

2014

€’000 2015

€’000

2014

€’000 2015

€’000

2014

€’000

Assets measured at fair value

Equity investments 16 16 16 16 - - - -

Designated as hedging instruments

Foreign exchange contracts 3,118 6,250 - - 3,118 6,250 - -

Fuel contracts - 129 - - - 129 - -

Liabilities at fair value

At fair value through profit or loss

Deferred contingent consideration (1,194) (1,578) - - - - (1,194) (1,578)

Designated as hedging instruments

Foreign exchange contracts (1,376) - - - (1,376) - - -

Fuel contracts (6,410) (1,029) - - (6,410) (1,029) - -

The fair value of hedging instruments entered into by the Group is measured in accordance with Level 2 and

consist of foreign currency forward contracts and bunker fuel forward contracts.

Where derivatives are traded either on exchanges or liquid over-the-counter-markets, the Group uses the closing

prices at the reporting date. Normally, the derivatives entered into by the Group are not traded on active

markets. The fair values of these contracts are estimated using a valuation technique that maximises the use of

observable market inputs, eg market exchange.

The fair value of deferred contingent consideration is measured in accordance with Level 3. Details of

movements in the period are set out below.

Additional disclosures for Level 3 fair value measurements

2015

€’000

2014

€’000

Deferred contingent consideration

At beginning of year 1,578 2,942

Revisions during the year (37) 802

Transferred to other payables (1,370) -

Discounting charge - 20

Arising on acquisition 1,126 -

Paid during the year (92) (2,481)

Foreign exchange movements (11) 295

At end of year 1,194 1,578