quarterly condensed financial statements

QUARTERLY CONDENSED FINANCIAL STATEMENTS

of Zakłady Tłuszczowe

“KRUSZWICA” Spółka Akcyjna

for the 9-month period ended 30 September 2009

Kruszwica, 16 November 2009

Zakłady Tłuszczowe „Kruszwica” S.A. Quarterly Condensed Financial Statements

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TABLE OF CONTENTS: SELECTED FINANCIAL DATA .....................................................................................................................3 STATEMENT OF COMPREHENSIVE INCOME...........................................................................................5 STATEMENT OF FINANCIAL POSITION.....................................................................................................6 STATEMENT OF CHANGES IN EQUITY.....................................................................................................7 STATEMENT OF CASH FLOWS..................................................................................................................8 ADDITIONAL INFORMATION TO THE QUARTERLY CONDENSED FINANCIAL STATEMENTS............9 GENERAL INFORMATION ...........................................................................................................................9 IFRS PLATFORM AND ACCOUNTING PRINCIPLES APPLIED...............................................................10 INFORMATION ON MATERIAL CHANGES OF ESTIMATED VALUES....................................................16 SIGNIFICANT SUCCESSES AND FAILURES OF THE ISSUER during the reporting period...................17 DESCRIPTION OF ITEMS AFFECTING ASSETS, LIABILITIES, EQUITY, NET PROFIT AND CASH FLOWS THAT ARE EXTRAORDINARY DUE TO THEIR TYPE, SIZE OR EXERTED INFLUENCE........17 SEASONAL AND CYCLICAL NATURE OF BUSINESS.............................................................................19 OPERATING SEGMENTS ..........................................................................................................................20 RELATED PARTY TRANSACTIONS..........................................................................................................25 DERIVATIVES.............................................................................................................................................30 SENSITIVITY ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES .....................................................38 CHANGES IN THE STRUCTURE OF THE ENTITY ..................................................................................38 Issuance, redemption and repayment of non-equity and equity securities .................................................40 DIVIDEND PAID (OR DECLARED) ............................................................................................................41 CHANGES IN CONTINGENT LIABILITIES OR CONTINGENT ASSETS..................................................41 POST BALANCE SHEET EVENTS ............................................................................................................41 DESCRIPTION OF THE ISsuer's CAPITAL GROUP ORGANIZATION.....................................................41 POSITION OF THE MANAGEMENT BOARD CONCERNING THE PREVIOUSLY PUBLISHED FORECASTS FOR THE FINANCIAL YEAR...............................................................................................42 SHAREHOLDERS WHO, EITHER DIRECTLY OR INDIRECTLY (THROUGH THEIR SUBSIDIARIES), HOLD AT LEAST 5% VOTES AT THE issuer'S GENERAL SHAREHOLDERS’ MEETING......................42 THE ISSUER’S SHARES AND SUBSCRIPTION RIGHTS ASSIGNED TO MEMBERS OF THE ISSUER’S MANAGEMENT AND SUPERVISORY BODIES.......................................................................42 PROCEEDINGS PENDING BEFORE ANY COURT, ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY, INCLUDING INFORMATION ON: ........................................................43 INFORMATION ON ONE OR MORE TRANSACTIONS WITH RELATED parties WHICH ARE, SEPARATELY OR JOINTLY, regarded as SIGNIFICANT AND WERE NOT CARRIED OUT ON AN ARM'S LENGTH BASIS ..............................................................................................................................43 INFORMATION ON CREDIT/LOAN SURETIES OR GUARANTEES EXTENDED BY THE COMPANY TO ONE OF ITS SUBSIDIARIES IF THEIR AGGREGATE VALUE CORRESPONDS TO AT LEAST 10% OF THE ISSUER’S EQUITY .............................................................................................................................43 OTHER INFORMATION ESSENTIAL FOR ASSESSING THE issuer'S HUMAN RESOURCES, ASSETS, FINANCIAL POSITION AND RESULTS AND their CHANGES AS WELL AS THE COMPANY'S ABILITY TO meet ITS LIABILITIES ...........................................................................................................................43 FACTORS WHICH, IN THE ISSUER'S OPINION, WILL AFFECT THE COMPANY’S PERFORMANCE AT LEAST DURING THE NEXT QUARTER...............................................................................................44


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SELECTED FINANCIAL DATA (all figures in thousands, except numbers of shares and earnings per share)

For

3 months ended 30/09/2009

For 3 months

ended 30/09/2008

For 3 months

ended 30/09/2009

For 3 months

ended 30/09/2008

PLN’000 EUR’000 I. Revenue from sales of products

and goods 524,008 557,907 125,933 168,095

II. Operating profit 48,432 54,401 11,640 16,391 III. Profit before tax 44,587 46,293 10,715 13,948 IV. Net profit 35,750 37,725 8,592 11,366 V. Number of shares 22,986,949 22,338,949 22,986,949 22,338,949 VI. Earnings per ordinary share (in

PLN/EUR) 1.56 1.69 0.37 0.51

For


For 9 months ended

30/09/2008

For 9 months ended

30/09/2009

For 9 months ended

30/09/2008

PLN’000 EUR’000 I. Revenue from sales of products

and goods 1,516,454 1,571,173 344,703 458,750

II. Operating profit 152,213 168,250 34,599 49,126 III. Profit before tax 135,793 145,252 30,867 42,411 IV. Net profit 110,032 117,556 25,011 34,324 V. Number of shares 22,986,949 22,338,949 22,986,949 22,338,949 VI. Earnings per ordinary share (in

PLN/EUR) 4.79 5.26 1.09 1.54

VII. Net cash provided by (used in) operating activities 127,008 44,261 28,870 12,924

VIII. Net cash provided by (used in) investing activities (3,079) (14,816) (700) (4,326)

IX. Net cash provided by (used in) financing activities (117,677) (27,209) (26,749) (7,945)

X. Total net cash flows 6,252 2,236 1,421 653

End of period 30/09/2009




PLN’000 EUR’000 XI. Non-current assets 518,749 567,709 122,851 136,063 XII. Current assets 780,443 741,740 184,825 177,773 XIII. Total assets 1,299,192 1,309,449 307,676 313,836 XIV. Non-current liabilities 48,298 47,615 11,438 11,412 XV. Current liabilities 619,350 692,635 146,675 166,004 XVI. Equity 631,544 569,149 149,563 136,408 XVII. Share capital 185,076 180,229 43,830 43,196


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Euro exchange rates applied for restatement of the “selected financial data”:

Individual assets and liabilities of the Company’s statement of financial position as at 30 September 2009 and as at 31 December 2008 were translated at the average exchange rate of the National Bank of Poland valid for Euro as at that dates.

. Other items disclosed in the statement of comprehensive income, statement of changes in equity as well as in the statement of cash flows were translated at the arithmetic average of average exchange rates of the National Bank of Poland valid on the last day of each month of the presented period.

The foreign currency exchange rates applied for restatement of the “selected financial data” are presented below:



Statement of financial position 4.2226 4.1724

For 3 months

ended 30/09/2009

For 3 months

ended 30/09/2008

For 9 months

ended 30/09/2009

For 9 months ended

30/09/2008

Statement of comprehensive income Statement of changes in equity Statement of cash flows

4.1610 3.3190 4.3993 3.4249


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STATEMENT OF COMPREHENSIVE INCOME (all figures in PLN thousands, except for numbers of shares and earnings per share)

For 3 months

ended 30/09/2009

For 3 months

ended 30/09/2008

For 9 months

ended 30/09/2009

For 9 months

ended 30/09/2008

PLN’000 PLN’000 PLN’000 PLN’000 Revenue Revenue from sales of products Revenue from sales of goods Other operating revenue

515,564 8,444 1,993

530,243 27,664 3,012

1,496,817 19,637 21,529

1,518,991 52,182 9,997

Total revenue 526,001 560,919 1,537,983 1,581,170 Expenses Cost of products sold Cost of goods sold Selling expenses

(423,647) (7,890)

(17,433)

(416,183) (24,393) (14,760)

(1,200,691) (12,151) (53,046)

(1,180,753) (49,405) (47,739)

General and administrative costs Exchange gains/losses and gains/losses on measurement of derivatives

(26,255) (647)

(37,574) (9,962)

(85,221) (21,387)

(110,084) (18,537)

Profit/loss on sale of fixed assets and other expenses related to fixed assets (160) (1,591) (177) (1,191)

Other operating expenses (1,537) (2,055) (13,097) (5,211) Total expenses (477,569) (506,518) (1,385,770) (1,412,920) Operating profit 48,432 54,401 152,213 168,250 Financial expenses and revenue (3,845) (8,108) (16,420) (22,998) Pre-tax profit from continuing operations 44,587 46,293 135,793 145,252 Income tax

current portion deferred portion

(8,837) (12,614)

3,777

(8,568) (14,650)

6,082

(25,761) (18,253)

(7,508)

(27,696) (34,120)

6,424 Net profit

35,750 37,725 110,032 117,556

Other comprehensive income Hedge accounting 6,220 2,529 28,046 (12,824) Income tax related to other items of comprehensive income (1,293) (481) (6,622) 2,437

Other net comprehensive income 4,927 2,048 21,424 (10,387) Total comprehensive income 40,677 39,773 131,456 107,169 Earnings per share (in PLN) 1.56 1.69 4.79 5.26 Weighted average number of shares 22,986,949 22,338,949 22,986,949 22,338,949

In this report, the comparative data for the prior year were subject to restatement in connection with reclassification of certain types of revenue and expenses as disclosed in the statement of comprehensive income (these changes have been described in detail in section "Changes in accounting principles applied – Changes in presentation of financial statements".


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STATEMENT OF FINANCIAL POSITION

End of period 30/09/2009 End of period 31/12/2008

PLN’000 PLN’000 Non-current assets Property, plant and equipment 380,059 412,976 Investment property 1,822 1,907 Goodwill 83,793 83,793 Intangible assets 32,075 34,454 Long-term financial assets 124 194 Deferred tax assets 20,876 34,385 518,749 567,709 Current assets Inventories 592,026 547,062 Trade receivables 133,854 160,101 Other receivables 21,686 15,590 Short-term financial assets 20,120 15,497 Cash and bank balances 8,799 2,546 Prepayments 3,958 944 780,443 741,740 Total assets 1,299,192 1,309,449

End of period 30/09/2009 End of period 31/12/2008

PLN’000 PLN’000 Equity Share capital 185,076 180,229 Share premium 245,403 206,160 Reserve capital 66,722 (7,460) Retained earnings 134,343 190,220 Total equity 631,544 569,149 Non-current liabilities Provision for income tax 34,411 33,782 Other provisions 4,942 4,888 Liabilities due to employee benefits 8,945 8,945 48,298 47,615 Current liabilities Short-term loans and borrowings 355,411 452,113 Financial liabilities 14,397 78,486 Liabilities due to employee benefits 13,210 17,305 Trade liabilities 153,818 107,328 Current income tax liabilities 12,269 33,615 Net dividend payable 65,903 - Income tax payable on dividends 3,058 - Other current liabilities 1,284 3,788 619,350 692,635 Accruals 50 Total equity and liabilities 1,299,192 1,309,449

łady Tłuszczowe „Kruszwica” S.A. erly Condensed Financial Statements

Strona 7 z 45

STATEMENT OF CHANGES IN EQUITY

Share capital Share premium Reserve capital appropriated for

dividend payment

Revaluation reserve of hedging instruments

Retained earnings

Minority interest Total equity

PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000

Equity as at 1 January 2008 180,229 206,213 3,268 4,926 47,569 42,992 485,197 Impact of changes in presentation of equity due to acquisition of minority interests in a subsidiary 42,992 (42,992) - Equity as at 1 January 2008 after restatement 180,229 206,213 3,268 4,926 90,561 - 485,197 Total net comprehensive income for the period (10,387) 117,556 - 107,169 Dividend declared 16,268 (16,268) Dividend paid (16,308) (16,308) Equity as at 30 September 2008 180,229 206,213 19,536 (5,461) 175,541 - 576,058

Equity as at 1 January 2009 180,229 206,160 19,536 (26,996) 190,220 - 569,149

Total net comprehensive income for the period 21,424 110,032 - 135,390 Declared dividend 52,758 (121,719) (68,961) Issue of shares 4,847 39,243 44,090 Acquisition of subsidiaries (44,190) - (44,190)

Equity as at 30 September 2009 185,076 245,403 72,294 (5,572) 134.343 - 635,478

Comparative data as at 1 January 2008 (originally disclosed in the consolidated financial statements) were restated in such a way as if the transaction of acquisition of minority interests in a subsidiary was conducted not in February this year, but at the beginning of the prior financial year. Detailed description of the settlement for the above-mentioned transaction is presented in “Changes in the structure of the entity”.

ZakQuart


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STATEMENT OF CASH FLOWS

For 9 months ended

30/09/2009

For 9 months ended

30/09/2008

PLN’000 PLN’000 Cash flows from operating activities Net profit (loss) 110,032 117,556 Total adjustments 16,976 (73,295)

Amortization/Depreciation 36,900 37,565 Exchange gains (losses) (40,671) 4,637 Interest 20,980 24,262 (Gain) loss on sale or liquidation of property, plant and equipment and intangible assets 155 1,191

Change in provisions (29) 627 Change in inventories (49,821) (159,887) Change in receivables 20,178 (23,805) Change in short-term liabilities, except for loans and borrowings 109,044 28,846 Change in prepayments and accruals (3,014) (1,103) Income tax charged 25,761 27,696 Income tax paid (33,411) (13,281) Other adjustments (69,096) (43)

Net cash provided by operating activities 127,008 44,261 Cash flows from investing activities

Proceeds from disposal of property, plant and equipment and intangible assets 700 1,379

Other proceeds from financial assets 660 217 Acquisition of intangible assets and property, plant and equipment (4,458) (15,735) Originated long-term borrowings 19 28 Change in originated advance payments for acquisition of fixed assets - (705)

Net cash used in investing activities (3,079) (14,816) Cash flows from financing activities

Dividend and other profit-sharing payments - (16,080) Repayment of loans and borrowings (96,702) (514,442) Interest paid (20,980) (24,309) Proceeds from contracted loans/borrowings - 527,699 Other proceeds and payments due to investing activities - (77)

Net cash used in financing activities (117,677) (27,209) Total net cash flows 6,252 2,236

Balance sheet change in cash and cash equivalents 6,252 2,236 Cash and cash equivalents at the beginning of the financial period 2,546 646

Cash and cash equivalents at the end of the financial year 8,799 2,882

The financial statements signed by: Member of the Management Board, Financial Director………………………………………….. Proxy………………………………………………………………….. Kruszwica, 16 November 2009


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ADDITIONAL INFORMATION TO THE QUARTERLY CONDENSED FINANCIAL STATEMENTS GENERAL INFORMATION

Zakłady Tłuszczowe Kruszwica SA (“the Company” or “ZT Kruszwica SA”) carries out business operations in the territory of Poland and is entered in the Commercial Register, Section B, under the number 3698, by decision of the District Court in Bydgoszcz - VIII Business Division of 21 December 1995. On 12 June 2001, the Company was entered in the National Court Register maintained by the District Court in Bydgoszcz, XIII Division of the National Court Register, under the number KRS 0000019414..

The core business of the Company is processing of oilseeds, production of bottled oils, production of margarines and edible fats. The Company is a part of the Bunge Group, a worldwide leader in processing of oilseeds and production of bottled vegetable oils.

22,986,949 of the Company's shares are subject to public trading and are listed on the primary market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

On 27 February 2009 (i.e. the business combination date) the Company acquired all the minority interests in its subsidiary Zakłady Przemysłu Tłuszczowego w Warszawie S.A. (ZPT w Warszawie S.A.). As of the business combination date, the Zakłady Tłuszczowe „Kruszwica” S. A. Capital Group, incorporating ZT “Kruszwica” S.A. and ZPT w Warszawie S.A. being subject to consolidation, has been liquidated. As a consequence, the Company has abandoned preparation of consolidated financial statements since the business combination date. The last consolidated financial statements of the Zakłady Tłuszczowe “Kruszwica” S.A. Capital Group were drawn up for the year 2008. These individual financial statements of ZT “Kruszwica” S.A. are the only financial statements published by the Company; whereas, the comparative data presented herein have been derived from the consolidated financial statements of ZT “Kruszwica” S.A. for the corresponding prior periods. More information on the business combination and the related issuance of shares can be found in "Changes in the structure of the entity" and in "Issuance, redemption and repayment of non-equity and equity securities”.

As at the date of preparation of these financial statements, the compositions of the Company's management and supervisory bodies were as follows:

Management Board of the Company:

1. Tommy Jensen –President of the Management Board 2. Roman Rybacki –Vice-President of the Management Board 3. Mariusz Szeliga –Member of the Management Board 4. Wojciech Jachimczyk –Member of the Management Board 5. Wojciech Bauman –Member of the Management Board 6. Tomasz Wika –Member of the Management Board 7. Piotr Piotrowski –Member of the Management Board 8. Marcin Brodowski –Member of the Management Board

Supervisory Board:

1. Jean-Louis Gourbin - Chairman of the Supervisory Board 2. Frans Mol - Vice-Chairman of the Supervisory Board 3. Laurent Bogaert - Member of the Supervisory Board 4. Dirk Hellings - Member of the Supervisory Board 5. Lane Silverman - Member of the Supervisory Board 6. Jacek Glinka - Member of the Supervisory Board 7. Roman Górny - Member of the Supervisory Board 8. Sławomir Ludwikowski - Member of the Supervisory Board 9. Jerzy Rajski - Member of the Supervisory Board 10. Stefan Latawiec - Member of the Supervisory Board


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IFRS PLATFORM AND ACCOUNTING PRINCIPLES APPLIED

Statement of compliance

The accompanying Quarterly Condensed Financial Statements were prepared according to International Accounting Standard (IAS) 34 Interim Financial Reporting and in compliance with the International Financial Reporting Standards (IFRS) applicable for interim financial reporting, as approved by the International Accounting Standards Board (IASB) or the Standing Interpretation Committee (SIC), as adopted by the European Union and in effect as at 30 September 2009.

The IFRS shall include the below mentioned regulations accepted by the International Accounting Standards Board (IASB):

- International Financial Reporting Standards (IFRS); - International Accounting Standards (IAS); - Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or

by its predecessor – the Standing Interpretation Committee (SIC), which were accepted by the ISAB.

These quarterly condensed financial statements contain data for the following periods:

- statement of financial position – data as at the end of the interim period reported, and comparative financial statements as at the end of the preceding financial year;

- statement of comprehensive income – data for the interim period reported and cumulative year-to-date data, and comparative statement of comprehensive income for the corresponding interim periods of the preceding financial year;

- statement of changes in equity – cumulative year-to-date data for the current financial year, and comparative statement of changes in equity year-to-date for the corresponding period of the preceding financial year;

- statement of cash flows – cumulative year-to-date data for the current financial year, and comparative cumulative data for the corresponding period of the preceding financial year.

All the comparative data presented in these financial statements have been derived from the Company's consolidated financial statements for the respective corresponding prior periods as mentioned above.

Standards and interpretations applied for the first time in 2009. The following amendments to the existing standards issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee are effective as of 2009:

• IFRS 8 “Operating Segments” (effective for annual periods beginning on or after 1 January 2009); • Amendments to IFRS 7 “Financial Instruments: Disclosures” - Improving disclosures about financial instruments

(effective for annual periods beginning on or after 1 January 2009); • Amendments to IFRS 1 “First-time Adoption of IFRS” and IAS 27 “Consolidated and Separate Financial

Statements” – Cost of investment in a subsidiary, jointly-controlled entity or associate (effective for annual periods beginning on or after 1 January 2009);

• IFRS (2008) “Amendments of International Financial Reporting Standards” - amendments under the procedure

of introducing annual improvements to IFRS published on 22 May 2008 (IAS 1, IFRS 5, IAS 8, IAS 10, IAS 16, IAS 19, IAS 20, IAS 23, IAS 27, IAS 28, IAS 29, IAS 31, IAS 34, IAS 36, IAS 38, IAS 39, IAS 40, IAS 41) primarily with a view to removing inconsistencies and clarifying wording (most amendments are to be applied for annual periods beginning on or after 1 January 2009);

• Amendments to IAS 32 “Financial Instruments: Presentation” and IAS 1 “Presentation of Financial

Statements” – Puttable financial instruments and obligations arising on liquidation (effective for annual periods beginning on or after 1 January 2009);

• IAS 1 (revised) “Presentation of Financial Statements” – A revised presentation (effective for annual periods

beginning on or after 1 January 2009); • IAS 23 (revised) “Borrowing Costs” (effective for annual periods beginning on or after 1 January 2009);

• Amendments to IFRS 2 “Share-based Payment” – Vesting conditions and cancellations (effective for annual

periods beginning on or after 1 January 2009); • Amendments to IFRIC 9 “Reassessment of Embedded Derivatives” and IAS 39 “Financial Instruments:

Recognition and Measurement” - Embedded derivatives (effective for annual periods ending on or after 30 June 2009);


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• IFRIC 13 “Customer Loyalty Programmes” (effective for annual periods beginning on or after 1 July 2008); • IFRIC 15 “Agreements for the Construction of Real Estate” (effective for annual periods beginning on or after

1 January 2009); • IFRIC 16 “Hedges of a Net Investment in a Foreign Operation” (effective for annual periods beginning on or after

1 October 2008);

With the exception of IFRS 8 and revised IAS 1, IFRS 3 and IFRS 27 (see description below and earlier adoption of standards and interpretations), the above-mentioned standards, amendments and interpretations would have had no substantial impact on the Company's accounting policy, if they had been applied by the Company at the balance sheet date.

Application of the revised IAS 1

In these financial statements the Company applied the revised IAS 1 “Presentation of Financial Statements” and introduced the required changes retrospectively. As a result of adopting this revised standard, the names of the main components of the financial report have been changed as follows::

Prior name Current name

Balance sheet Statement of financial position Profit and loss account + Statement of comprehensive income Statement of comprehensive income Statement of changes in equity Statement of changes in equity Cash flow statement Statement of cash flows

Furthermore, as a result of adopting the revised IAS 1 the statement of changes in equity included in these financial statements discloses transactions with owners only. The remaining, non-owner changes in equity are presented separately in the Statement of comprehensive income.

The revisions of this standard have no impact on the previously published financial results or equity; they only affect the presentation and names used in financial statements.

Application of IFRS 8

IFRS 8 “Operating Segments” has replaced IAS 14 “Segment Reporting”. IFRS 8 requires disclosure of information on each operating segment based on internal reports submitted to the chief operating decision maker for the purposes of allocating resources to that segment and assessing its performance. Whereas, IAS 14 required disclosure of information on business segments and geographical segments.

More information on identification of segments of the Company's operations and on application of IFRS 8 is presented in the note "Operating Segments”.

Standards and interpretations already published, but not yet effective

As at the date of preparing these financial statements, the following standards, revised standards and interpretations have been published but have not become effective:

• IFRS 3 (revised) “Business combinations” (effective for annual periods beginning on or after 1 July 2009); • IFRS 1 (revised) “First-time Adoption of International Financial Reporting Standards” (effective for annual periods

beginning on or after 1 July 2009); • Amendments to IFRS 1 “First-time Adoption of IFRS”- Additional Exemptions for First-time Adopters (effective

for annual periods beginning on or after 1 January 2010); • Amendments to IFRS 2 “Share-based Payment” - Group cash-settled share-based payment transactions

(effective for annual periods beginning on or after 1 January 2010); • Amendments to IAS 24 “Related Party Disclosures” - Simplifying the disclosure requirements for government-

related entities and clarifying the definition of a related party (effective for annual periods beginning on or after 1 January 2011);

• Amendments to IAS 27 “Consolidated and Separate Financial Statements” (effective for annual periods

beginning on or after 1 July 2009); • Amendments to IAS 32 “Financial Instruments: Presentation” – Accounting for rights issues (effective for

annual periods beginning on or after 1 February 2010); • Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” - Eligible hedged items (effective

for annual periods beginning on or after 1 July 2009);


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• IFRS (2009) Amendments to IFRS resulting from the Annual quality improvement project of IFRS published on 16 April 2009 (IFRS 2, IFRS 5, IFRS 8, IAS 1, IAS 7, IAS 17, IAS 18, IAS 36, IAS 38, IAS 39, IFRIC 9, IFRIC 16) primarily with a view to removing inconsistencies and clarifying wording, (most amendments are to be applied for annual periods beginning on or after 1 January 2010);

• Interpretation IFRIC 17 “Distributions of Non-cash Assets to Owners” (effective for annual periods beginning on

or after 1 July 2009); • IFRIC Interpretation 18 “Transfer of Assets from Customers "- (applicable to the transactions taking place on or

after 30 June 2009).

The Company decided not to exercise the possibility of earlier application of the above standards, amendments to standards and interpretations. According to the Company’s estimates, the abovementioned standards, interpretations and amendments to standards would not have had a significant effect on the financial statements, if they had been adopted by the Company as at the balance sheet date.

Standards and interpretations adopted by IASB, but not approved by the EU

At present, IFRS in the form adopted by the EU do not differ significantly from regulations adopted by the International Accounting Standards Board (IASB), except for the following standards as well as amendments to standards and interpretations which as at the date of publication of the financial statements had not been yet adopted for use:

• IFRS 1 (revised) “First-time Adoption of International Financial Reporting Standards” (effective for annual periods beginning on or after 1 July 2009);

• IFRS (2009) Amendments to IFRS resulting from the Annual quality improvement project of IFRS published on

16 April 2009 (IFRS 2, IFRS 5, IFRS 8, IAS 1, IAS 7, IAS 17, IAS 18, IAS 36, IAS 38, IAS 39, IFRIC 9, IFRIC 16) primarily with a view to removing inconsistencies and clarifying wording, (most amendments are to be applied for annual periods beginning on or after 1 January 2010);

• Amendments to IAS 24 “Related Party Disclosures” - Simplifying the disclosure requirements for government-

related entities and clarifying the definition of a related party (effective for annual periods beginning on or after 1 January 2011);

• Amendments to IAS 32 “Financial Instruments: Presentation” – Accounting for rights issues (effective for annual

periods beginning on or after 1 February 2010); • Amendments to IFRS 1 “First-time Adoption of IFRS”- Additional Exemptions for First-time Adopters (effective for

annual periods beginning on or after 1 January 2010); • Amendments to IFRS 2 “Share-based Payment” - Group cash-settled share-based payment transactions

(effective for annual periods beginning on or after 1 January 2010); • Amendments to IFRS 7 “Financial Instruments - Disclosures” - improved quality of disclosed information on

financial instruments (effective for annual periods beginning on or after 1 January 2009); • Amendments to IFRIC 9 “Reassessment of Embedded Derivatives” and IAS 39 “Financial Instruments:

Recognition and Measurement” - Embedded derivatives (effective for annual periods ending on or after 30 June 2009);

• Interpretation IFRIC 17 “Distributions of Non-cash Assets to Owners” (effective for annual periods beginning on

or after 1 July 2009); • IFRIC Interpretation 18 “Transfer of Assets from Customers "- (effective for the transactions taking place on or

after 30 June 2009).

According to the Company’s estimates, the abovementioned standards, interpretations and amendments to standards would not have had a significant effect on the financial statements, if they had been adopted by the Company as at the balance sheet date.

In addition, hedge accounting principles applicable to the portfolios of financial assets or liabilities continue to remain outside the scope of regulations adopted by the EU, as they have not been approved for use in the EU.

According to the Company’s estimates, application of hedge accounting principles with respect to the portfolio of financial assets or liabilities in line with IAS 39 “Financial Instruments: Recognition and Measurement” would not have had a material impact on the financial statements if they had been adopted for use as at the balance sheet date.


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Earlier adoption of standards and interpretations

The Company decided to use the possibility of early adoption of the below mentioned standards applicable to accounting for the business combination transaction conducted by the Company in the first half of 2009 (further information on the business combination is presented in “Changes in the structure of the entity”):

• Revision of IFRS 3 "Business Combinations” – endorsed in the EU on 3 June 2009 (effective for annual periods beginning on or after 1 July 2009);

• Amendments to IAS 27 “Consolidated and Separate Financial Statements” – endorsed in the EU on 3 June 2009 (effective for annual periods beginning on or after 1 July 2009).

Apart from the aforementioned standards, the Company did not decide about early adoption of any other standards, amendments to standards and interpretations.

Basis for the preparation of the financial statements

These financial statements have been prepared in accordance with the historical cost principle, except for the measurement of financial instruments that were disclosed at their fair value.

The financial statements were prepared assuming that the Company would continue business activities for at least 12 months after the balance sheet date. The Company’s Management Board believes that there are no circumstances indicating that business continuity in that period may be threatened.

The financial statements were prepared in Polish zlotys (PLN). The Company's functional currency is Polish zloty and its business operations are denominated in this currency. All the figures are presented in thousands of PLN (PLN’000), following the principle that amounts lower than PLN 500 are skipped, whereas amounts of PLN 500 and more are increased to full thousands of PLN. Appropriate information is provided in case any data are presented in other units of value.

Change in the accounting principles applied

Changes in presentation of financial statements

As far as presentation of financial statements is concerned, the Company modified its statement of changes in equity following adoption of the revised IAS 1 as described in item Application of the revised IAS 1, starting from 1 January 2009 and changed the manner of presentation of certain items disclosed in the statement of comprehensive income. Such changes resulted from other qualification of certain revenue and expenses to specific items of that statement, including primarily other operating revenue, other operating expenses, as well as general administrative expenses and cost of products sold. These changes have no impact on the net financial profit/loss. The differences resulting from the restatement of comparative data for 9 months of the previous year and the third quarter of 2008, as disclosed in the statement of comprehensive income are presented in the tables below:


STATEMENT OF COMPREHENSIVE INCOME

For the 9-month period ended 30 September 2008

Data disclosed in the published consolidated

financial statements

Restated data Difference

PLN’000 PLN’000 PLN’000 Revenue Revenue from sales of products Revenue from sales of goods Other operating revenue

1,518,991 52,182 9,831

1,518,991 52,182 9,997

- -

166 Total revenue 1,581,004 1,581,170 166 Expenses Cost of products sold Cost of goods sold Selling expenses

(1,193,044) (49,405) (47,743)

(1,180,753) (49,405) (47,739)

12,291 - 4

General and administrative costs Exchange gains/losses

(106,643) (8,754)

(110,084) (18,537)

(3,441) (9,783)

Profit/loss on sale of fixed assets and other expenses related to fixed assets (1,191) (1,191) -

Other operating expenses (5,974) (5,211) 763 Total expenses (1,412,754) (1,412,920) (166) Operating profit 168,250 168,250 - Financial expenses and revenue (22,998) (22,998) - Pre-tax profit from continuing operations 145,252 145,252 - Income tax current portion deferred portion

(27,696) (34,120)

6,424

(27,696) (34,120)

6,424

- - -

Net profit 117,556 117,556 -

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STATEMENT OF COMPREHENSIVE INCOME

For the 3-month period ended 30 September 2008

Data disclosed in the published consolidated

financial statements

Restated data Difference

PLN’000 PLN’000 PLN’000 Revenue Revenue from sales of products Revenue from sales of goods Other operating revenue

530,243 27,664 1,765

530,243 27,664 3,012

- -

1,247 Total revenue 559,672 560,919 1,247 Expenses Cost of products sold Cost of goods sold Selling expenses

(416,670) (24,393) (14,760)

(416,183) (24,393) (14,760)

487 - -

General and administrative costs Exchange gains/losses

(39,517) (7,842)

(37,574) (9,962)

1,943 (2,120)

Profit/loss on sale of fixed assets and other expenses related to fixed assets (1,591) (1,591) -

Other operating expenses (498) (2,055) (1,557) Total expenses (505,271) 506,518 (1,247) Operating profit 54,401 54,401 - Financial expenses and revenue (8,108) (8,108) - Pre-tax profit from continuing operations 46,293 46,293 - Income tax current portion deferred portion

(8,568) (14,650)

6,082

(8,568) (14,650)

6,082

- - -

Net profit 37,725 37,725 -

Changes in recognition of foreign exchange differences

The Company changed its accounting policy in the scope of foreign exchange rates it applies to:

• measurement of cash inflows and outflows in foreign currencies. The buy and sell currency rates of the leading bank, which used to be applied for recalculation of collections of receivables and payments of liabilities, respectively, were replaced with one exchange rate – the average exchange rate of the National Bank of Poland (NBP) in effect on the date of foreign currency inflows or outflows. The effective NBP average exchange rate is the average exchange rate announced by the National Bank of Poland on the prior business day. The average NBP exchange rate is the mid exchange rate published by the National Bank of Poland on the prior business day.

• valuation of foreign currency assets and liabilities as at the balance sheet date.

The buy and sell currency rates of the leading bank, which the Company used to apply for measurement of receivables and liabilities, respectively, were replaced with one exchange rate – the average exchange rate of the European Central Bank (ECB) in effect on the balance sheet date. The rationale behind such change was to apply uniform exchange rates for measurement of cash receivables and liabilities at the balance sheet date, as well as for valuation of currency derivatives at fair value at the balance sheet date, in both cases based on the applicable ECB exchange rates. For valuation of currency derivatives the Company uses the model applied in the Bunge Group. Under this model currency derivatives are valued on the basis of the current ECB exchange rates.

The Company did not determine the impact of the above described change in the accounting policy on the current financial result, nor did it restate the comparative data for the prior year's corresponding period, because the effort and cost of making such estimation would be disproportionately high in relation to the expected benefits for the financial statements.

Apart from the aforementioned changes in the accounting principles, the Company applied the same accounting policies and calculation methods as described in detail in the 2008 annual financial statements.

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INFORMATION ON MATERIAL CHANGES OF ESTIMATED VALUES.

Deferred tax assets and liabilities

As at 30 September 2009, deferred tax asset amounted to PLN 20,876 thousand and in the third quarter it increased by PLN 5,325 thousand (vs. PLN 15,551 thousand as at 30 June 2009). Such change resulted from the following adjustments:

Decrease:

- release of write-downs on inventories 29

- decrease in write-downs on irrecoverable receivables 38 - decrease in estimated provision for incentives and annual bonuses for employees 256 - decrease in estimated provision for unused paid vacations 186 - decrease in cost accruals and other provisions 42

Increase:

- increase in estimated unrealized losses on derivatives 1.591 - increase in realized gains on derivatives 83 - increase in accrued deferred discounts 267 - increase in accrued unpaid interest on loans 453 - increase in deviations from the standard prices of rapeseed 3,442 - increase in provision for jubilee bonuses and retirement benefits 40

As at 30 September 2009, deferred tax liability amounted to PLN 34,411 thousand and increased by PLN 2,840 thousand as compared to PLN 31,571 thousand reported as at 30 June 2009. Such change resulted from the following adjustments:

Decrease:

- lower difference between the balance sheet value and tax value of fixed assets and intangible assets

478

- other items 70

Increase:

- increase in estimated unrealized gains on derivatives 3.194 - increase in realized losses on derivatives 194

Provisions for future liabilities.

In the third quarter of 2009 the Company changed the value of provisions for future liabilities due to employment benefits (retirement and pension benefits, jubilee bonuses, remunerations and related social insurance, unused paid vacations and annual bonuses). As a result of changing the estimates of these provisions as well as due to their application in the third quarter of 2009, the amount of the provisions grew by PLN 140 thousand up to PLN 22,155 thousand as at 30 September 2009 (vs. PLN 22,015 thousand as at 30 June 2009).

Revaluation write-downs on receivables.

In the third quarter of 2009 the Company reduced its revaluation write-downs on receivables under composition, conciliatory or bankruptcy proceedings (that have been previously guaranteed or otherwise secured), on receivables in dispute as well as on past due receivables, by the total amount of PLN 381 thousand which comprised the following items:

- increase in revaluation write-downs 210 - decrease due to cancellation 5 - decrease due to collection 586

As at 30 June 2009 the Company's write-downs on receivables amounted to PLN 11,242 thousand, as compared to PLN 10,861 thousand as at 30 September 2009.


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Revaluation write-downs on inventories.

As at 30 June 2009 the Company's write-downs on inventories equaled PLN 559 thousand. During the third quarter of 2009 the following changes took place:

- write-down created 269 - write-down reduced 56

The write-down was related to pallets, as the Company was unable to collect them from clients.

As at 30 September 2009 revaluation write-downs on inventories amounted to PLN 772 thousand.

Impairment write-downs on property, plant and equipment and intangible assets

As at 30 September 2009, impairment write-downs on property, plant and equipment and intangible assets amounted to PLN 1,095 thousand and they remained unchanged over the third quarter of 2009 and as at 30 September 2009 they equaled PLN 1,095 thousand.

SIGNIFICANT SUCCESSES AND FAILURES OF THE ISSUER DURING THE REPORTING PERIOD

On 27 February 2009, the District Court in Bydgoszcz registered the combination of the Company’s business with its subsidiary, Zaklady Przemysłu Tłuszczowego w Warszawie S.A. (ZPT w Warszawie S.A.).

The combination of ZT Kruszwica S.A. (the Acquirer) with ZPT w Warszawie S.A. (the Acquiree) was based on Article 492 clause 1 point 1 of the Code of Commercial Companies, i.e. by transfer of all Acquiree’s assets to the Acquirer in exchange for shares from the business combination issued by the Acquirer (more information regarding the business combination is presented in the note “Changes in the structure of the entity” and “Issuance, redemption and repayment of non-equity and equity securities”).

Following the combination, the process of integrating operational structures of both companies commenced. The integration included unification of logistic operations, combination of sales and marketing departments and other general functions. In relation to the integration, during the discussed nine month-period, the Company incurred restructuring costs in the amount of PLN 4,866 thousand, recognized in the statement of comprehensive income. These costs included mainly severance pays of laid-off employees.

Unification of trade agreements was another important project commenced in Q1 2009. The Company unified client service standards and created the Trade Marketing Department.

In Q3 2009, integration of the logistic structure resulted in significant improvement of logistics efficiency in the combined companies. Logistic warehouses (Trade Divisions) were liquidated, and terms of trade agreements adjusted to the new logistic structure. Additionally, the Company successfully developed a more efficient price and promotion management model.

In Q3 2009, an agreement was reached in relation to trade terms with Biedronka retail network regarding the sale of Olej Kujawski. The sale of the product had been suspended in Q1 2009 due to lack of agreement regarding future trade terms between the parties. The fact had not influenced the sales of private brand oil to the Biedronka network. Following the agreement reached in July 2009, the Company resumed supply of Olej Kujawski to the retailer.

In May 2009, a serious breakdown of a toaster machine in Kruszwica oil department took place. As a result, production of crude oil from seeds was stopped in this department. The downtime lasted almost a month. Following the breakdown the Company incurred additional costs of repair and rapeseed transport to another plant in the total amount of PLN 1,200 thousand approximately. The Company’s insurer was notified about the resulting damages in order to provide a compensation. At the financial statements date, the liquidation of damages is pending.

DESCRIPTION OF ITEMS AFFECTING ASSETS, LIABILITIES, EQUITY, NET PROFIT AND CASH FLOWS THAT ARE EXTRAORDINARY DUE TO THEIR TYPE, SIZE OR EXERTED INFLUENCE

In the first three quarters of 2009, the Company generated net profit of PLN 110,032 thousand, i.e. by PLN 7,524 thousand (-6.8%) lower than in the corresponding period of 2008. The profit decrease was accompanied with a drop in product sales value by PLN 22,174 thousand (-1.5%).

The level of sales revenues was certainly affected by the toaster machine failure that occurred in May-June at the oil extraction plant in Kruszwica, which was consequently forced to interrupt the production of crude oil for one month. This production downtime resulted in reducing the volume of bulk oil sales by approximately 15 thousand tons.


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The structure of sales in terms of revenue and volume is as follows:

Three quarters of 2009 YTD

Change in comparison to three quarters of

2008 PLN’000 Ton’000 Share(*) PLN’000 Ton’000

Bottled oils 392 135 84 11.8% -20 755 -5 Consumer margarines 209 440 49 6.8% -11 501 -5 Industrial margarines 96 434 28 4.0% 3 251 -1 Industrial fat 67 503 20 2.8% -17 053 -4 Refined and crude oils in bulk 511 434 178 25.0% 33 816 36 Rapeseed meal 206 729 352 49.5% 4 892 11 Other 13 142 - - -14 825 -

Total sales of products 1 496 817 711 - -22 174 33

Bottled oils 3 680 1 15.3% 593 0 Refined and crude oils in bulk 3 227 1 20.3% -20 658 -12 Rapeseed meal 2 291 3 64.4% 1 545 2 Other 10 439 - - -14 025 -

Sales of goods for resale 19 637 5 - -32 545 -10 (*) – share in the volume of sales of the product group

Other operating revenue and other operating expense changed significantly compared to the corresponding period. The value of these items increased by PLN 11,532 thousand (+115,4 %) and PLN 7,886 thousand (+151.3%) respectively. Revenue and expense related to the sale to production of fats for Koelln, Germany in the amount of PLN 8,642 thousand being recognized in other revenue and PLN 8,002 thousand recognized in other operating expense were the key reason of the increase. Detailed information regarding the issue is presented in the note “Related party transactions”.

General administrative expenses were significantly reduced by PLN 24,863 thousand (-22.6%). The decrease resulted both from the combination of ZT Kruszwica S.A. with ZPT Warszawa S.A. and from reduced advertisement and promotion costs incurred in the period, related to consolidation of sales and marketing activities of the combined companies (business combination of 27 February 2009, note "Significant successes and failures..." and "Changes in the structure of the entity").

In the first three quarters of 2009, financial expenses amounted to PLN 16,420 thousand, and were PLN 6,578 thousand lower than in the corresponding period of the previous year (-28.6%). They key reason of the financial expenses drop was the reduced share of external funds in the Company’s working capital, resulting mainly from 2008 net profit remaining undistributed as at balance sheet date, i.e. 30 September 2009.

Income tax structure changed significantly compared to the previous year. The changes resulted chiefly from recognizing as tax-deductible expenses in 2009 of (i) the losses on derivative instruments concluded in 2008, and (ii) the last year's gaps between the price of rapeseed purchased in 2008 and the cost of purchase as understood by the tax regulations.

Compared to the 2008 closing balance, the following items changed significantly in the statement of financial position:

As at 30 September 2009, the value of non-current assets decreased by PLN 32,917 thousand (-8.0%) from PLN 412,976 thousand as at 30 September 2008 to PLN 380,059 thousand as at 31 December 2008. The drop in the value of assets results mainly from depreciation write-offs that reduce value of tangible and intangible assets and from low level of expenditure for replacement and acquisition of non-current assets in the last three quarters.

The value of inventory grew significantly by PLN 44,964 thousand. The increase resulted mainly from the growth of rapeseed inventory level resulting from the standard operational cycle of the Company.

A decrease in the value of trade receivables from PLN 160,101 thousand as at 31 December 2008 to PLN 133,854 thousand as at 30 September 2009 has resulted mainly from seasonality of the Company’s business expressed as an increase in sales of bottled oils and margarines in Q1 and Q4 compared to Q2 and Q3 of the calendar year.

Deferred tax assets drop resulted from losses on derivatives being reclassified from non-tax deductible in 2008 to tax deductible in 2009.

The Company equity structure changed as a result of combination of ZT Kruszwica S.A. as the parent and ZPT w Warszawie S.A. as the subsidiary on 27 February 2009. The issuance of a new series of shares resulted in an increase of the share capital and in the share premium. Additionally, in June 2009, Extraordinary General Shareholders Meeting decided to pay dividend in the amount of PLN 68,961 thousand.

Decrease in the debt level by PLN 96,702 thousand (-21.4%) from the level of PLN 452,113 thousand to PLN 355,411 thousand results from accumulation of additional cash from profit generated in 2009 and the use of cash from 2008 profit undistributed as at the balance sheet date.


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Financial liabilities dropped from PLN 78,486 thousand to PLN 14,397 thousand (-81.7%). The decrease in the amount of financial liabilities by PLN 64,089 thousand resulted mainly from the stabilized exchange rate of PLN in the first quarter of 2009. The high level of liabilities as at the end of 2008 had resulted from depreciation of PLN that generated losses on unsettled currency forward contracts hedging foreign exchange risk and concluded in 2008. The discussed contracts are described in note 9.

Trade liabilities increased by PLN 46,490 thousand (+43.3%). The increase has no extraordinary reasons and results from agreed terms of payment related to supplies of goods. The Company pays all its liabilities within the due deadline.

Adjustment of operating cash flows changed significantly compared to the previous year (increase by PLN 77,198 thousand) due to a change in value of short-term liabilities. The change resulted from dividend liabilities in the amount of PLN 68,961 thousand being recognized in the statement of financial position for the nine months of 2009. The relevant adjustment of the non-cash item was introduced in operating cash flows, in “Other adjustments”.

Both in the nine months of 2009 and in the entire 2008 there were no instances of the Company's failure to pay loans or interest, or to perform under the provisions the escrow account for settlement of liabilities, or under the terms of repayment of such loan liabilities. Furthermore, the Company did not breach the terms of any loan agreement nor did it renegotiate the terms of payment of loan commitments before the date of approving these financial statements.

SEASONAL AND CYCLICAL NATURE OF BUSINESS

The Company's business operations are affected by seasonality of certain important factors determining the achieved financial results, which include:

- cost of raw materials – rapeseed; - sales volume; - raw materials inventory.

Most of the Company's purchases of rapeseed are made during the harvest (July, August) and then the seed is processed until the next harvest time. Rapeseed is the main raw material used in manufacturing of finished products by the Company, and it accounts for approx. 70% of the total cost of products sold. The purchase price of rapeseed is determined by its current quotations on the European commodity exchanges at the time of purchase. Hence, during a financial year (which in the Company's case corresponds to the calendar year) the unit cost of rapeseed consumption changes at the beginning of the second half-year when consumption of the newly-supplied rapeseed crops is commenced; this may have a substantial impact on the Company's financial performance in comparison with the first six months of a year.

Also the volume of rapeseed inventory is subject to sizeable changes during a year. The lowest inventory level is observed at the end of June to be subsequently recovered during the coming purchasing campaign, which results in increased borrowings being the main source of financing of rapeseed purchases. Fluctuations in the level of debt are a consequence of seasonality in the acquisition of rapeseed. During the purchasing process, the need for external financing increases substantially and in the following months it is gradually reduced as the loan installments are paid back.

However, in recent years there is a tendency to buy more rapeseed outside the harvest time, which helps mitigate the discussed seasonality effects to some extent.

Some seasonality is also observed in the purchases of oil by the biofuel industry. The third quarter is the period when the biofuel companies increase their purchases of rapeseed oil forced by the need to achieve the target share of biofuel in traditional fuel, thus triggering additional demand for the Company product.

Additionally, in winter refineries purchase less rapeseed oil than in summer, which results in seasonal changes of oil sales to that sector.

The sales value of bottled oils and margarines also demonstrate seasonal changes, with increased sales level in Q1 and Q4.


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OPERATING SEGMENTS

Operating segments identified

The identified and disclosed operating segments result from the divisions made for the Company's internal management purposes as well as for the purpose of consolidation with the Bunge Group. The Company has identified two key operating segments:

- Agricultural Commodities Segment (Agri), - Food Products Segment (Food).

Agricultural Commodities Segment (Agri) includes:

- rapeseed processing – purchases of rapeseed, sales of raw/degummed rapeseed oil, rapeseed meal, or resale of rapeseed to external customers or to the Food segment;

- trading in other oils – purchases of other crude or refined oils (including rapeseed oil) from third parties intended for resale to external customers or to the Food segment.

The Food Products Segment (Food) involves activities from the purchase of crude and refined oils from our Agri segment (originally bought from third parties), through the sale of refined oils, bottled oils, consumer and industrial margarines, and confectionery fat. The Food segment does not sell any goods to the Agri segment.

Reconciliation of sales volume, revenues and costs in inter-segment transactions

Due to the adopted identification of operating segments, the Company conducts inter-segment transactions which involve sales (from the Agri segment to the Food segment) of crude rapeseed oil and other vegetable, crude or refined, oils purchased elsewhere, which are subsequently used for production of finished products.

The volume of intersegment transactions at every balance sheet date is measured as the equivalent of production sold, this is as the amount of oils needed to produce the quantity of finished products sold by the Food segment in a given period.

The raw material oil prices as applied in the inter-segment sales (the transfer prices) correspond to the market prices quoted on commodity exchanges, and they are effective over various periods depending on the assortment of finished products of the Food segment.

In the case of refined rapeseed oil being sold to external customers, the transfer prices from the Agri segment to Food segment are determined by deducting a fixed refining premium applicable for the given period on the basis of the market refining premiums (the difference between the market prices of refined oil and crude oil) from the actual prices achieved in external sales by the Food segment.

The cost of goods/materials sold in intersegment transactions is measured as follows:

- for sales of self-produced crude rapeseed oils – the current standard price of rapeseed, adjusted by the actual production gains and the selling price of rapeseed meal (main by-product obtained during production of crude oil);

- for sales of other raw materials – at historical cost of purchase.

Allocation of other operating components in the income statement

Cost of production – direct production costs (incurred by production departments) are allocated to individual reportable segments in line with the allocation of types of products manufactured; indirect production costs (incurred by support departments and administration of production departments) are allocated to individual segments using fixed allocation coefficients determined for the given financial year on the basis of the planned involvement of individual departments in particular product manufacturing.

Selling expenses are allocated on the basis of revenues generated by individual reportable segments. All expenses incurred in transactions of selling the products and goods for resale attributable to the Agri segment are allocated to this segment. Likewise, all the expenses incurred in transactions of selling the products and goods for resale attributable to the Food segment are allocated to that segment.

General administrative expenses are allocated according to attribution of particular operating departments to reportable segments. Such attribution is based on the type of activities performed by each department. The costs of central administration departments that manage both areas of operations are split equally between the operating segments.


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Exchange differences:

Differences arising from financial instruments are allocated to the Agri segment in the following scope:

- all unrealized gains/losses on currency derivatives; - realized gains/losses on the execution of currency derivatives in the portion relating to the realized hedges

in Agri segment and subject to hedge accounting; - all realized gains/losses on currency derivatives excluded from hedge accounting.

A portion of realized gains/losses on the execution of hedging transactions, subject to hedge accounting, which are used to hedge the value of sales of refined bulk oil is allocated to the Food segment.

The remaining foreign exchange differences resulting from measurement of the balance sheet items or from making/receiving payments in foreign currencies are allocated to the Agri segment.

Items of the statement of comprehensive income are allocated to individual segments only up to the level of operating profit.

Allocation of balance sheet items

Inventories

The criteria for allocation of inventories are coherent with the rules followed in recognition of the segment revenues, which enables detailed identification of inventories allocated to either operating segment.

Settlements with suppliers and customers

Both the Company's suppliers and customers have been attributed to each segment according to the type of product/material purchased or the type of product/merchandise sold, respectively. This allows identification of all liabilities/receivables pertaining to each segment. Correctness of the allocations is reviewed once a year.

Fixed assets

Fixed assets are allocated to individual segments in accordance with the allocation of costs, i.e. by assigning of particular operating departments to reportable segments.

Fixed assets under construction

Increases in the value of fixed assets in the Agri segment are recognized exclusively at the moment of fixed asset commissioning. Total outlays for fixed assets under construction are recognized in the Food segment.

Intangible assets

Intangible assets are allocated to individual segments based on their detailed identification with the segment’s assets.

Goodwill

Goodwill is not allocated to any segment.

Debt

Debt is allocated to reportable segments proportionally to the structure of net assets.

Other balance sheet items

Any balance sheet items which are not included in the primary allocation are discretely allocated to the Food segment. The allocation is based on the assumption that any settlements with third parties which do not result from sale or purchase transactions are recognized in that segment.

Key measures and criteria for assessing the performance of business segments

The Company uses two basic measures to assess its business segment performance:

- EBIT - RONA

Return on net assets (RONA) is based only on working assets, having eliminated fixed assets under construction from non-current assets. This assumption is important, since it eliminates outlays increasing the value of non-current assets in the Agri segment from the Food segment.

Below please find key financial data regarding the operating segments.


Segment assets and liabilities AGRI FOOD Unallocated items (1 TOTAL End of period

30/09/2009End of period 30/09/2008







PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Assets Non-current assets 136,052 150,102 298,904 319,296 83,793 83,793 518,749 553,191

including investments in progress - - 7,628 12,895 - - 7,628 12,895 Current assets 589,115 532,222 191,328 362,059 - - 780,443 894,281 Total assets 725,167 682,324 490,232 681,355 83,793 83,793 1,299,192 1,447,472 Liabilities

Non-current liabilities 1,137 1,311 47,161 44,436 - - 48,298 45,747 Current liabilities 146,745 190,800 158,080 185,076 304,825 375,876

Total liabilities 147,882 192,111 205,241 229,512 - - 353,123 421,623 Net assets 577,285 490,213 284,991 451,843 83,793 83,793 946,069 1,025,849 Debt 27,434 86,118 13,452 79,378 - - 40,886 165,496 Debt adjusted net assets 604,719 576,331 298,443 531,221 83,793 83,793 986,955 1,191,345

1) Goodwill

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łady Tłuszczowe „Kruszwica” S.A. erly Condensed Financial Statements

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Revenue and profit/loss per segment and other information

AGRI FOOD EXCLUSIONS TOTAL

9-month period ended

30/09/2009


30/09/2008


30/09/2009

9-month period ended30/09/200

8


30/09/2009


8


30/09/2009


8

mation

PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000

Revenue Sales to third parties 581,527 508,184 956456 1,072,986 - - 1,537,983 1,581,170 Inter-segment sales 545,815 401,805 - - (545,815) (401,805) - - Total revenue 1,127,342 909,989 956,456 1,072,986 (545,815) (401,805) 1,537,983 1,581,170

EBIT 93,390 91,096 58,823 77,154 - - 152,213 168,250 Other infor Capital expenditure 607 - 1,687 4,430 - 2,294 4,430 - Depreciation of fixed assets 12,481 10,832 22,149 24,455 - - 34,630 35,287 Amortization of intangible assets - - 2,119 37 - - 2,119 37 Impairment losses on tangible and intangible assets - - (5) (1,343) - - (5) (1,343)

ZakQuart


Revenue from sales of key products and services AGRI FOOD TOTAL


30/09/2009


08


30/09/2009


08


30/09/2009


08

PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000

Revenue from sales of products Bulk oil 356 641 266 524 154 793 211 095 511 434 477 619 Rapeseed meal 206 729 201 837 - - 206 729 201 837 Bottled oils - - 392 135 412 890 392 135 412 890 Table margarines - - 209 440 220 941 209 440 220 941 Industrial margarines - - 96 434 93 183 96 434 93 183 Confectionery fat - - 67 503 84 556 67 503 84 556 Other 1 515 1 776 11 627 26 189 13 142 27 965 Sale of products 564 885 470 137 931 932 1 048 854 1 496 817 1 518 991 Revenue from sales of goods

Bulk oil 3 227 13 314 - 10 571 3 227 23 885 Rapeseed meal 2 291 746 - - 2 291 746 Bottled oils - - 3 680 3 087 3 680 3 087 Sunflower meal 3 761 - - - 3 761 - Rapeseed 724 16 125 - - 724 16 125 Other 5 934 7 784 20 555 5 954 8 339 Sale of goods 15 937 37 969 3 700 14 213 19 637 52 182 Total sales 580 822 508 106 935 632 1 063 067 1 516 454 1 571 173

RONA AGRI FOOD TOTAL







PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000

Average assets 693,473 632,631 595,013 723,393 1,288,486 1,356,024 Average liabilities 263,605 277,920 283,082 341,446 546,687 619,366 Fixed assets under construction - - 7,628 12,895 7,628 12,895 Average net operating assets 429,868 354,711 304,304 369,052 734,172 723,763 Operating profit 93,390 91,096 58,823 77,154 152,213 168,250 Income tax (on operating profit) 17,744 17,308 11,176 14,660 28,920 31,968 Operating profit after tax 75,646 73,788 47,647 62,494 123,293 136,282 RONA 23.5 % 27.7% 20.9% 22.6% 22.4 % 25.1%

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Information regarding geographical regions AGRI FOOD TOTAL


30/09/2009


8


30/09/2009


8


30/09/2009


8

PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Revenue from external clients

POLAND 369,161 353,111 869,423 1,027,507 1,238,584 1,380,618 GERMANY 78,245 84,783 46,486 10,588 124,731 95,371 OTHER COUNTRIES 134,122 70,290 40,546 34,891 174,668 105,181 581,528 508,184 956,455 1,072,986 1,537,983 1,581,170

Key account data

The Company's sales to external customers are not subject to concentration where a single client would generate 10 or more percent of the Company's total sales revenues in the reporting period.

RELATED PARTY TRANSACTIONS

Vast majority of the Company's transactions with related entities were conducted with the Bunge Group companies.

It is the Bunge Group policy to execute its intercompany contracts at the transfer prices on the arms-length terms.

By providing a description of such transactions, the Company attempts to ensure access to information necessary to draw readers’ attention to the probability of its financial standing being impacted by the existence of related parties and presented transactions, not reconciled balances of receivables or liabilities among such parties.

The following tables present total amounts of transactions concluded with the Bunge Group entities and with other related parties.

Jointly controlled entities listed in the following tables are those controlled by Koninklijke Bunge BV.

Akpol Spedycja Międzynarodowa Sp. z o.o. is related to the Company through the wife of a Management Board member being a majority shareholder of Akpol Sp. z o.o.


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Transactions of purchase and sale of products, goods for resale and services conducted with related companies Sales of goods and

products Sales of services Purchase of products

and services For the

period of 9 months

ended 30/09/2009

For the period of 9 months

ended 30/09/2008


ended 30/09/2009


ended 30/09/2008


ended 30/09/2009


ended 30/09/2008

PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Jointly controlled entities Bunge Hungary - 1 1 1 10.997 17.087 Bunge Deutschland 595 - 63 1 8,240 267 Bunge Handelsgesellschaft 118,419 41,827 84 557 26,810 29,196 Bunge SA - - 4,518 3,092 10,512 5,163 Bunge UK 62,831 52,361 - - 356 Polska Trade Services - - 290 546 - Suntrade SE - - - - 69,385 39,195 Bunge Mathematical Institute - - 94 67 10 -

Bunge Austria - - - 67 13,428 1,068 Bunge Romania - - 316 - - Oil Center of Excellence - - 10 - - Walter Rau Lebensmittelwerke 970 1,983 8,642 - 3,466 -

Walter Rau Polska 984 - - - Bunge Iberica 18,921 4,146 - - 369 - ZPT w Warszawie SA 11,806 63,140 784 493 30 863

Bunge Agribusines Singapore 79 - - - - -

Other related parties Akpol Sp. z o.o. - - - - 4,626 3,924 214,605 163,458 14,802 4,824 147,873 97,119

Settlements with related parties

Receivables from related parties Liabilities to related parties





PLN’000 PLN’000 PLN’000 PLN’000 Jointly controlled entities

Bunge Hungary - - 2,958 730 Bunge Deutschland 79 - - 40 Bunge Handelsgesellschaft 851 3,398 3,063 529 Bunge SA 4,221 2,435 11,679 6,369 Bunge UK (11) 1,593 - - Polska Trade Services 109 110 - - Bunge SAS - - 355,412 586,816 Suntrade SE - - 10,852 16,956 Bunge Austria - - 1,449 979 Bunge Mathematical Institute 30 - - - Bunge Iberica 2,422 - - - Bunge Romania 88 - - - Walter Rau Lebensmittelwerke 239 1,954 - - Walter Rau Polska 106 - - - ZPT w Warszawie SA - 10,840 - - Bunge Europe Finance - 513 - -

Other related parties

Akpol Sp. z o.o. - - 255 195 8,134 20,843 385,668 612,614


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Financial revenue and expense arising from related party transactions Financial revenue Financial expenses For the period of


For the period of 9 months ended

30/09/2008


30/09/2009


30/09/2008

PLN’000 PLN’000 PLN’000 PLN’000

Interest accrued/receivable Bunge SAS - - 14,554 22,899 Bunge Europe Finance - - 4 - Bunge Mathematical Institute - 18 - - Polska Trade Services - 12 - -

- 30 14,558 22,899 Interest paid/received Bunge SAS - - 19,224 28,105 Bunge Europe Finance - - 4 - Bunge Mathematical Institute - 23 - - Polska Trade Services - 26 - -

- 49 19,228 28,105

Profit/loss on transactions on derivatives classified as related party transactions Profit on derivatives Losses on derivatives For the period of



30/09/2008


30/09/2009


30/09/2008

PLN’000 PLN’000 PLN’000 PLN’000

Bunge Europe Finance 144,884 32,378 175,555 30,777 Bunge Handelsgesellschaft 10,698 2,894 843 13,616 Bunge Hungary - 970 - -

155,582 36,242 176,398 44,393

Transactions with Bunge S.A. (Switzerland)

The Company charges Bunge SA for participation of its employees in services provided to other companies of the Bunge Group which were performed under projects coordinated by Bunge SA. The work included consulting services and involved mainly internal audit of the Group, implementation of SAP software as well as participation in miscellaneous projects (including R&D work) executed for other companies of the Bunge Group.

The Company is a party to management services provision agreement with Bunge SA that has been, since January 2004, responsible for provision of business development support to all companies incorporated in the Bunge Group. The services include advisory support, training and consulting in the following areas: (i) optimization of production processes; (ii) capital expenditures; (iii) research and development; (iv) insurance; (v) finance; (vi) marketing; (vii) information technology; (viii) human resources management; (ix) law and taxes; and (x) optimization of purchasing processes.

R&D services are provided by research centers located in Budapest (Hungary) and Bradley, Illinois (USA), both operating as shared cost centers. The task of Bunge SA is to coordinate service activities performed by the employees of those research centers. Specific costs incurred by the R&D centers are allocated to particular companies of the Group with the use of a pre-defined formula.

With regard to information technology services, the Company pays fees for the access and maintenance of the Group IT Network, participates in the cost of licenses for utilized software (Lotus Notes, antispam and antivirus programs), and covers a share of centrally coordinated projects for development of business applications and ensuring security of their operation.

In line with policy of Bunge SA, some insurance contracts are concluded for the entire Group providing a benefit of scale. Among others, the program involves insurance against risks involved in transportation of goods, use of the natural environment, liabilities arising from sales of products. Insurance costs are re-invoiced to individual Bunge Group companies.

Additionally, Bunge SA charges the Company with fire protection audit carried out by Global Risk Consultants under a contract concluded centrally by Bunge SA.


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Transactions with Bunge Europe Finance BV (Netherlands)

The Company concluded with Bunge Europe Finance BV a series of forward and swap transactions to hedge future cash flows related to liabilities or receivables balances included into the balance sheet, or to planned transactions or probable future liabilities. All these transactions are reflected in commodity ones and hedge their forex risk.

Transactions with Bunge Deutschland GmbH (Germany)

On 28 February 2008 the Company signed a contract with Peter Koelln KGaA (hereinafter "Koelln") regarding production of oils and vegetable fats according to the agreed recipes and their supply to the German market. A new production line was put into operation in Brzeg to perform the contract. Its startup involved additional costs incurred by the Company in relation to consulting services provided by Bunge Deutschland GmbH and a purchase of a batch of packaging materials for the purpose of the contracted production.

Additionally, as a result of tripartite arrangements between the Company, Bunge Deutschland GmbH and Peter Koelln KGaA, the Company took over the Bunge Deutschland GmbH liabilities towards Peter Koelln KgaA, arising from deliveries of refined rapeseed and sunflower oil.

In the first half of 2009, the Company sold lecithin, a by-product of rapeseed extraction, to Bunge Deutschland GmbH. The transaction resulted in charging Bunge Deutschland GmbH Mannheim with additional transport costs.

Following conclusion of another contract with Peter Koelln KGaA on 20 February 2009, which modified the one signed on 28 February 2008 with regard to supply of vegetable oils and fats to the German market, on 20 February 2009 the Company signed another contract with Bunge Deutschland GmbH based on which the latter undertook to refrain from competitive activities related to production and supplies to Peter Koeln KgaA for the period of ten years from the conclusion date in exchange for a fee.

The Company purchased spare parts for the oil department overhaul from Bunge Deutschland GmbH.

Transactions with Bunge Zrt. (Hungary)

The Company purchased from Bunge Zrt. bottled sunflower oil “Floriol” for sale in Baltic states (Lithuania, Latvia, Estonia).

In 2009, the Company resumed cooperation with Bunge Zrt. with regard to crude rapeseed oil supplies. In Q3, the Company purchased crude sunflower oil from Bunge Zrt.

Transactions with Bunge UK Ltd. (UK)

The Company concluded a series of contracts regarding sale of rapeseed meal due to a limited demand for this product on the domestic market with Bunge UK Ltd. Majority of rapeseed meal produced by the Company and sold on foreign markets is dispatched to Bunge UK, which specializes in distribution of the product.

Under the contracts on sale of rapeseed meal to Bunge UK, the Company incurs costs of transporting it to the distributor.

Transactions with Bunge Handelsgesellschaft mbH (Germany)

The Company concluded a series of contracts regarding sale of rapeseed meal and crude rapeseed oil with Bunge Handelsgesellschaft mbH. Some of these transactions were to hedge the Company against changes in prices of commodities and products, so they will be settled without actual supply of products, through exchange of cash in the amount equal to the difference between the contracted price and the market price as at the transaction settlement date (wash-out transactions). As at the balance sheet date, unrealized hedging transactions were measured at fair value, and outcome of the measurement presented in the table “Profit/loss on derivatives classified as related party transactions”.

Both the Company and Bunge Handelsgesellschaft mbH use transport services (road or sea) for mutual supplies. If, according to the contract, the party commissioning transport services is not charged by transport costs, it will reinvoice them to the other party. Additionally, Bunge Handelsgesellschaft covers costs of freight related to the sale of rapeseed meal to Bunge UK, which are then reinvoiced to the Company.

Additionally, the Company concluded with Bunge Handelsgesellschaft mbH a series of contracts regarding:

- purchase of soy meal from Brasil in order to extend the soy meal sale offer on the domestic market; - settlement of costs related to sea freight of rapeseed meal to Bunge UK Ltd. Bunge Handelsgesellschaft

mbH, as a specialized company, provides agency services related to ship freight.

In line with contractual terms regarding sale/purchase of bulk products, the parties mutually charged/recognized fees and interests for transport losses, unloading delays, storage of goods and delayed payments.


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Transactions with Polska Trade Services (Poland)

On 26 September 2005, the Company and Polska Trade Services concluded an agreement (as later amended) for an indefinite period of time. The agreement involves carrying out business operations of Polska Trade Service in the following areas: (i) financial policy; (ii) technical support for purchasing and sales force, including market research, (iii) logistics, (iv) IT solutions, and (v) provision of services to its executive bodies. As part of remuneration payable to the Company, Polska Trade Services is obligated to reimburse any expenses incurred during implementation of this agreement.

Additionally, under a rental agreement of 10 February 2005, the Company rents office space to Polska Trade Services.

On 12 September 2006, the parties concluded a loan agreement, based on which the Polska Trade Services borrowed from the Company PLN 1,000 thousand for an unlimited period of time in the form of a revolving loan with interest based on WIBOR quotations. The loan was fully repaid on 18 June 2008.

Transactions with Suntrade SE (Ukraine)

In 2009, the Company bought rapeseed and crude sunflower oil used in production of margarine from Suntrade SE.

In June 2009, a contract was concluded for the purchase of 2,000 tons of rapeseed from Suntrade SE. It was performed in August 2009. In Q3 2009, other contracts were concluded for the purchase of the total of 80,500 tons of rapeseed.

The Company concluded a series of contracts with Suntrade SE regarding purchase of sunflower meal by the Company for the purpose of extending the domestic market offer by sunflower meal.

Transactions with Bunge Mathematical Institute Sp. z o. o. (Poland)

Since Bunge S.A. charged the Company with the costs of ICT connections and property insurance allocated both to the Company and Bunge Mathematical Institute, the Company reinvoices an appropriate portion of those expenses to Bunge Mathematical Institute sp. z o.o.

Transactions with ZPT w Warszawie S.A.

The Company concluded a series of contracts regarding sales of crude rape, sunflower and soy oil as well as crude and refined palm oil with ZPT w Warszawie S.A. Sale of these products was executed each time upon a request for proposal submitted by ZPT w Warszawie S.A., to which the Company responded if inventory surplus occurred.

Additionally, the Company rented machinery and equipment for table margarine packaging to ZPT w Warszawie S.A. Based on a contract of 20 September 2005, it rented to ZPT w Warszawie S.A. rail wagons and tanks.

On 27 February 2009, the Company acquired ZPT w Warszawie S.A. and took over all its liabilities and rights to which ZPT w Warszawie S.A. had been a party.

Transactions with Bunge Austria GmbH

In 2009, the Company purchased refined sunflower oil from Bunge Austria, bottled it and resold to German market.

Additionally, the Company charged Bunge Austria with costs of transport incurred in relation to the sales of that oil.

Transactions with Walter Rau Lebensmittelwerke GmbH & Co KG (Germany)

In February 2008, Walter Rau Lebensmittelwerke GmbH & Co KG, a German margarine producer, was acquired by the Bunge Group. In 2008, Walter Rau Lebensmittelwerke GmbH & Co KG acted as an agent in sale of the bottled oil produced by the Company to the German market.

On 20 February 2009, the Company concluded a contract with Walter Rau Lebensmittelwerke GmbH & Co KG. Based on the contract, some rights and obligations regarding production of fats in line with the contract concluded by the Company on 27 February 2008 with Peter Koelln KgaA were transferred to Walter Rau on 20 February 2009.

Since March 2009, the Company has purchased esterified fat Hilter 98 used for margarine production from Walter Rau.

The Company sells confectionery fats to Walter Rau Lebensmittelwerke GmbH & Co KG.

Transactions with Walter Rau (Poland)

The Company sells confectionery fats and margarines to Walter Rau Poland.


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Transactions with Bunge Iberica (Spain)

The business of Bunge Iberica S.A. involves sales of grains, seeds and animal feed. In 2009, the Company concluded with it a contract for the sale of rapeseed meal.

In May 2009, a one-off transaction took place involving buyback a rapeseed meal sale contract from Bunge Iberica S.A. following a breakdown in a plant owned by the Company and the resulting lack of goods to fulfill the contract. The contract regarded the sale of rapeseed meal.

Transactions with Akpol Spedycja Międzynarodowa Sp. z o. o. (Poland)

Akpol Spedycja Międzynarodowa Sp. z o.o. provides the Company with dispatch services involving storage of goods prior to dispatch/after collecting in the port (this includes export sales of rapeseed meal and rapeseeds and purchase of soy meal), organization of transshipment in the port (loading and unloading of goods), preparing of shipment documentation, organization of customs clearing and quality control in the port of shipment.

Transactions with Oil Center of Excellence Bunge LTD

In 2009, the Company charged Oil Center of Excellence with the costs of business trip of its employees participating in a global meeting of R&D representatives.

Transactions with Raisio Polska Foods Karczew

In Q3 2009, the Company sold liquid refined rapeseed oil to Raisio Polska Foods.

Transactions with Bunge Agribusiness Singapore

In Q3 2009, the Company started selling of bulk rapeseed meal to Bunge Agribusines Singapore.

DERIVATIVES

As the selling prices of crude oil, refined oil and rapeseed meal are determined by European market prices quoted in the Euro and due to the fact that the cost of the key raw material used for the production of margarines (palm oil and its derivatives) is conditional on the prices quoted in the US dollar on commodity exchanges worldwide, the Company is exposed to the currency risk related to fluctuations in the aforementioned FX rates.

In order to hedge against the above risk, the Company concludes FX forward contracts for the sale or purchase of currencies. The Company does not engage in speculative trading in derivatives and it enters into hedging transactions only in connection with the concluded contracts for the purchase of raw materials, contracts for the sale of products, or the net exposure to a certain currency. The Company's objective behind concluding FX hedging contracts is to hedge its future cash flows relating to raw material purchases and sales of products, whose prices are denominated in foreign currencies (the Euro or US dollar) as well as the balance of its receivables and liabilities resulting from the performance of such contracts against the currency risk.

To the extent permissible, the Company applies hedge accounting principles which allow it to recognize the effective portion of the fair value measurement of hedging derivatives in the reserve capital until the hedged items are realized. However, some hedging derivative contracts concluded by the Company do not fully qualify for hedge accounting recognition in line with IAS/IFRS and to some transactions hedge accounting principles no longer apply following a modification of the hedged item conditions so that the hedging transaction is no longer effective. Consequently, the results of measurement of the derivatives excluded from hedge accounting or the ineffective portion of measurement of hedging instruments are recognized in the financial profit or loss for a given period.

The Company is not engaged in any FX derivative transactions other than forward contracts and swap transactions, which are used exclusively to hedge its FX exposure. The objective of swap transactions is to change the maturity date of forward contracts or, occasionally, to convert the foreign currency of such a contract.

Until the time derivative instruments are executed, their fair value is recognized in the balance sheet as financial assets (gain on measurement) or as financial liabilities (loss on measurement) in correspondence with the reserve capital – in the case of the effective measurement of derivative instruments identified as hedging transactions, or in the financial profit/loss (exchange gains/losses in the statement of comprehensive income) – in the case of any other derivatives measured at fair value through profit or loss.


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Nominal value of unrealized FX derivatives Nominal value End of period 30/09/2009

EUR’000 USD’000 GBP’000 PLN’000 Instruments subject to hedge accounting CURRENCY SALES Forward contracts 36,230 - 269 158,675 Swap contracts 2,291 - - 9,845 38,521 - 269 168,520 CURRENCY PURCHASES Forward contracts 19,528 16,664 - 133,162 Swap contracts 2,573 - - 10,711 22,101 16,664 - 143,873

Net value 16,420 (16,664) 269 24,647 Instruments excluded from hedge accounting CURRENCY SALES Forward contracts 99,171 - 30 421,814 Swap contracts 21,174 - - 87,297 120,345 - 30 509,111 CURRENCY PURCHASES Forward contracts 21,675 1,982 - 97,389 Swap contracts 1,000 4,420 - 17,026 22,675 6,402 - 114,415

Net value 97,670 (6,402) 30 394,696 Instruments excluded from hedge accounting – currency conversions

CURRENCY SALES Swap contracts 5,550 710 - - CURRENCY PURCHASES Swap contracts 502 7,913 - -

Net value 5,048 (7,203) - -

Total net value 119,138 (30,269) 299 419,343


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Nominal value End of period 30/09/2008

EUR’000 USD’000 GBP’000 PLN’000 Instruments subject to hedge accounting CURRENCY SALES Forward contracts 62,797 - - 206,163 Swap contracts 718 - - 2,395 63,515 - - 208,558 CURRENCY PURCHASES Forward contracts 12,342 32,284 - 118,257 Swap contracts - 155 - 348 12,342 32,439 - 118,605

Net value 51,173 (32,439) - 89,953 Instruments excluded from hedge accounting CURRENCY SALES Forward contracts 66,266 479 - 222,561 Swap contracts 4,407 - - 14,909 70,673 479 - 237,470 CURRENCY PURCHASES Forward contracts 5,852 5,316 - 32,821 Swap contracts 326 3,330 - 9,114 6,178 8,646 - 41,935

Net value 64,495 (8,167) - 195,535

Total net value 115,668 (40,606) - 285,488

In the presented period of 9 months ended 30 September 2009 the result of hedging instrument measurement improved compared to the end of the previous year, when the Company recorded significant losses on derivatives measurement as a result of significant depreciation of the Polish zloty. Over the analyzed 9-month period of 2009, the Company’s equity increased by PLN 28,046 thousand (PLN 21,424 thousand net) due to reversal of losses estimated as at the end of the previous year.

Gains/losses on fair value measurement of FX derivatives recognized in the reserve capital



Decrease/increase in capital over the 9-month period ended

30/09/2009

PLN’000 PLN’000 PLN’000 Unrealized gains 5,308 11,109 (5,801) Unrealized losses (3,785) (44,437) 40,652 Realized gains 697 - 697 Realized losses (7,502) - (7,502) (5,282) (33,328) 28,046



Decrease/increase in capital over the 9-month period ended

30/09/2008

PLN’000 PLN’000 PLN’000 Unrealized gains 23,741 12,286 11,455 Unrealized losses (22,286) (6,205) (16,081) 1,455 6,081 (4,626)


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Gains/losses on fair value measurement of FX derivatives recognized in the financial profit or loss

9-month period

ended 30/09/2009


30/09/2008

PLN’000 PLN’000 Unrealized gains (267) (2,111) Unrealized losses 24,278 (4,588) 24,011 (6,699) Realized gains 43,912 23,741 Realized losses (97,066) (22,412) (53,154) 1,329

Unrealized losses on measurement of FX derivatives recognized as at the balance sheet date will be offset in the following periods by a corresponding increase in sales revenue upon execution of the sales contracts which were hedged with the aforementioned FX contracts.

As a consequence of the applied hedge accounting policy, realized exchange differences (resulting from execution of hedging contracts) adjust the relevant items of sales and inventories, and ultimately the cost of goods sold. Therefore, sales revenue and profit margins disclosed in the Company's financial statements are not affected by fluctuations in foreign exchange rates, which enables the appropriate presentation of the results of the Company's business transactions. Nevertheless, the impact of fluctuations in foreign exchange rates on the Company's periodic financial results cannot be entirely eliminated as not all hedging transactions are subject to hedge accounting.

Effective portion of realized FX derivatives recognized as an adjustment of the value of hedged items Purchases Sales PLN’000 PLN’000 End of period 30/09/2009

Realized gains 13,267 5,188 Realized losses (4,120) (40,195) 9,147 (35,007) End of period 30/09/2008

Realized gains 189 13,337 Realized losses (8,679) (776) (8,490) 12,561


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Execution dates of FX derivatives, on a quarterly basis, as at 30 September 2009

Fair value recognized in:

Nominal value

equity profit or loss

EUR’000 USD’000 GBP’000 PLN’000 PLN’000 PLN’000 Instruments subject to hedge accounting CURRENCY SALES Contracts for Q4 2009 23,278 - 269 102,536 2,123 332 Contracts for Q1 2010 8,434 - - 36,369 297 (46) Contracts for Q2 2010 5,072 - - 21,996 203 (99) Contracts for Q3 2010 1,252 - - 5,530 157 (69) Contracts for Q4 2010 243 - - 1,046 (12) (4) Contracts for Q1 2011 242 - - 1,043 (16) (6)

38,521 - 269 168,520 2,752 108 CURRENCY PURCHASES Contracts for Q4 2009 18,466 16,016 - 126,478 (1,298) (275) Contracts for Q1 2010 2,870 648 - 14,137 36 1 Contracts for Q2 2010 581 - - 2,474 26 6 Contracts for Q3 2010 184 - - 784 7 3 22,101 16,664 - 143,873 (1,229) (265)

Net value 16,420 (16,664) 269 24,647 1,523 (157) Instruments excluded from hedge accounting CURRENCY SALES Contracts for Q4 2009 56,830 - 30 239,698 - (1,801) Contracts for Q1 2010 35,560 - - 151,362 - (958) Contracts for Q2 2010 25,571 - - 107,982 - (2,340) Contracts for Q3 2010 2,331 - - 9,836 - (270) Contracts for Q4 2010 27 - - 117 - (2) Contracts for Q1 2011 26 - - 116 - (2) 120,345 - 30 509,111 - (5,373) CURRENCY PURCHASES Contracts for Q4 2009 21,537 6,330 - 109,417 - 332 Contracts for Q1 2010 1,012 72 - 4,457 - 79 Contracts for Q2 2010 92 - - 394 - 5 Contracts for Q3 2010 34 - - 147 - 2 Contracts for Q4 2010 - - - - - - Contracts for Q1 2011 - - - - - - (22,675) (6,402) - 114,415 - 418

Net value 97,670 (6,402) 30 394,696 - (4,955) Instruments excluded from hedge accounting – currency conversions CURRENCY SALES Contracts for Q4 2009 5,050 - - - - (535) Contracts for Q1 2010 500 710 - - - (75)

5,550 710 - - - (610) CURRENCY PURCHASES Contracts for Q4 2009 - 7,205 - - - - Contracts for Q1 2010 502 708 - - - (36)

502 7,913 - - - (36)

Net value 5,048 (7,203) - - - (574)

Net value 119,138 (30,269) 299 419,343 - (5,372)


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Execution dates of FX derivatives, on a quarterly basis, as at 30 September 2008

Fair value recognized in:

Nominal value

equity profit or loss

EUR’000 USD’000 PLN’000 PLN’000 PLN’000 Instruments subject to hedge accounting CURRENCY SALES Forward contracts – Q4 2008 36,351 119,776 (4,144) 268 Forward contracts – Q1 2009 16,782 54,850 (2,493) 146 Forward contracts – Q2 2009 8,049 26,229 (1,324) 99 Forward contracts – Q3 2009 1,746 5,685 (305) 33 Forward contracts – Q4 2009 587 2,018 (3) (1)

63,515 208,558 (8,269) 545 CURRENCY PURCHASES Forward contracts – Q4 2008 8,525 24,767 87,330 1,157 (496) Forward contracts – Q1 2009 2,165 5,931 21,431 346 (155) Forward contracts – Q2 2009 1,305 1,741 8,658 18 (7) Forward contracts – Q3 2009 347 1,186 6 (3) Forward contracts – Q4 2009

(12,342) (32,439) (118,605) 1,527 (661) Net value 51,173 (32,439) 89,953 (6,742) (116)

Instruments excluded from hedge accounting

CURRENCY SALES Forward contracts – Q4 2008 35,652 479 121,062 (1,537) Forward contracts – Q1 2009 24,708 81,905 (2,366) Forward contracts – Q2 2009 10,054 33,647 (712) Forward contracts – Q3 2009 194 632 (30) Forward contracts – Q4 2009 65 224 (1)

70,673 479 237,470 (4,646) CURRENCY PURCHASES Forward contracts – Q4 2008 5,648 7,794 38,095 (338) Forward contracts – Q1 2009 293 659 2,563 18 Forward contracts – Q2 2009 197 193 1,145 (2) Forward contracts – Q3 2009 40 132 Forward contracts – Q4 2009 (6,178) (8,646) (41,935) (322)

Net value 64,495 (8,167) 195,535 (4,968)

Total net value 64,495 (40,606) 285,488 (6,742) (5,084)

Fair value of FX derivatives as at 30 September 2009



PLN’000 PLN’000 Instruments subject to hedge accounting Financial assets 5,687 3,396 Financial liabilities (4,322) (10,230) 1,365 (6,834) Instruments excluded from hedge accounting Financial assets 3,704 273 Financial liabilities (9,232) (5,256) (5,528) (4,983)

As at the end of the analyzed period the Company also measured its open non-deliverable commodity contracts which are concluded with Bunge Handelsgesellschaft mbH in order to hedge the Company's exposure to fluctuations in the market prices of raw materials and products.


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Another significant market risk affecting the Company’s business operations is commodity risk. The risk occurs as a result of purchasing rapeseed during the harvest season, i.e. in July and August. In this period the Company buys ca. 450,000 tons of rapeseed, which constitutes ca. 50-60% of the annual demand for this raw material. Rapeseed is purchased at prices depending on current prices quoted in line with MATIF regulations. As the purchases of rapeseed are seasonal, the highest inventories level is maintained in July and August. It gradually drops when the raw material is used for production of rapeseed oil and rapeseed meal being a by-product. From the time the goods are purchased the Company is exposed to the risk of changes in the value of inventories due to rapeseed market prices fluctuations. In order to purchase required volume of rapeseed, the Company imports it from Ukraine and other foreign markets. Contracts on the purchase of rapeseed from Ukraine are concluded during the whole year, in line with the demand and market situation. The contracts assume immediate and deferred supplies (supplies in a few months’ time from concluding a contract or spread in time). Prices in the purchase contracts are denominated in EUR and determined based on MATIF quotations. The commodity risk exists until rape-based products (rapeseed meal and rapeseed oil) are sold at fixed prices, which ensure an operating margin.

The Company’s objective related to commodity risk is to reduce operating margin fluctuations and to increase the probability of generating the margin by way of reducing the impact of changes in prices of commodities on the Company’s performance. The Company strives not to exceed the commodity risk exposure limits specified by the Bunge Group. One of the Company’s key objectives is to avoid extensive risk related to the change in market value of inventories of rapeseed. The aforementioned changes result from fluctuations in the prices of goods quoted in the commodity markets. The prices fluctuations in the period from the purchase to the time of the sale of rapeseed result in changes of the Company's margin. The Company’s objective is to keep inventory at the most appropriate level considering future market prices of rapeseed and to mitigate the risk of prices changes impact on financial performance.

The Company pro-actively manages commodity risk which affects the market value of rapeseed inventories, and as a consequence, the operating margin. It mitigates the risk using natural hedging and derivatives. Ensuring appropriate level of rapeseed inventories the Company adjusts the risk profile to allow for compensating the purchase prices of goods with the market prices in future. If the goods are purchased at fixed prices, the hedging strategy is usually based on derivatives, where a given volume is sold at a fixed price and repurchased at a future market price. It does not imply that the Company will obtain the same price in the derivative contract as in the purchase of actual goods. It results from market conditions in time of concluding derivative contracts and the prices structure. The purpose of the transaction is to adjust the purchase price of inventories to the market price at a given point in future to the highest possible extent.

Hedging transactions may be concluded before the actual purchase of inventory if the Company has had an agreement on purchase of rapeseed with a determined fixed purchase price, volume, date of delivery and additional provisions obliging the Company to comply with the agreement. In such a case the agreement may provide a firm commitment. In such a situation the Company applies derivative-based strategies in order to mitigate fluctuations of the future margin. According to the Company, the aforementioned actions are aimed at high compensation between the change in the hedged item (rapeseed inventories or firm commitment) and the hedging instrument. The hedging translates into adjusting the value of inventories purchased at a fixed price determined beforehand to market prices. The Company does not conclude speculative transactions.

Consequently, in order to reduce the mismatch, which translates into fluctuations in presented accounting records, the Company has implemented hedge accounting of commodities derivatives hedging the fair value of specified inventories bearing commodity risk. Fair value hedging mitigates of the risk of the impact of changes in the fair value of a balance sheet asset or liability resulting from a specific risk or probable future liabilities on the financial result. All the aforementioned commodity derivatives hedging are concluded with Bunge Handelsgesellschaft mbH.


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The amounts of unrealized gains or losses estimated with respect to the aforementioned commodity derivatives as at 30 September 2009 are presented in the table below:

9-month period

ended 30/09/2009


30/09/2008

PLN’000 PLN’000 Unrealized gains 10,698 - Unrealized losses (843) - 9,855 -

Effective portion of commodity derivatives hedging recognized as an adjustment of the value of hedged items (inventories)

9-month period

ended 30/09/2009


30/09/2008

PLN’000 PLN’000 Realized gains 1.403 - Realized losses (6.260) - (4.857) -


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SENSITIVITY ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES

The Company carried out a sensitivity analysis of its financial assets and liabilities in foreign currencies in order to measure the potential impact of changes in exchange rates on the its financial statements. As at 30 September 2009 the Company's net profit would be lower/higher by PLN 32,484 thousand if the Company's functional currency (PLN) depreciated/appreciated by 10% compared to foreign currencies (USD, EUR and GBP), provided that all the other variables remained unchanged. The value of the remaining items of equity would decrease/increase by PLN 1,997 thousand as a result of a decrease/increase in the fair value of FX derivatives designated as hedges of future cash flows. Detailed results of the sensitivity analysis of the Company's financial assets and liabilities to fluctuations in foreign exchange rates have been presented in the table entitled "Sensitivity analysis of the Company’s financial assets and liabilities".

Sensitivity analysis of the Company’s financial assets and liabilities (PLN’000): Currency risk Impact on

profit/loss Changes in

equity Impact on profit/loss

Changes in equity

PLN depreciation by 10% PLN appreciation by 10% Carrying

amount

Financial assets PLN’000 Cash and cash equivalents 8,799 612 - (612) - Trade receivables 133,854 2,435 - (2,435) - Impact on financial assets before tax 3,046 - (3,046) - 19% tax (579) - 579 - Impact on financial assets after tax 2,467 - (2,467) - Financial liabilities Trade liabilities (153,818) (3,681) - 3,681 - Impact on financial liabilities before tax (3,681) - 3,681 - 19% tax 699 - (699) - Impact on financial liabilities after tax (2,981) - 2,981 - FX derivatives Derivatives measured at fair value through profit or loss (394,696) (39,470) - 39,470 -

Derivatives designated as cash flow hedges (24,647) - (2,465) - 2,465 Impact on derivatives before tax (39,470) (2,465) 39,470 2,465 19% tax 7,499 468 (7,499) (468) Impact on derivatives after tax (31,971) (1,997) 31,971 1,997 Total increases/decreases (32,485) (1,997) 32,485 1,997

CHANGES IN THE STRUCTURE OF THE ENTITY

On 2 February 2009, the Company submitted to the District Court in Bydgoszcz, XIII Business Division of the National Court Register (the Registry Court) a request for entry into the Register of Entrepreneurs of the National Court Register of the Company's business combination with its subsidiary – Zakłady Przemysłu Tłuszczowego w Warszawie SA (ZPT w Warszawie SA) as well as the related amendments to the Company's the Articles of Association, including an increase in its share capital through the issue of E series shares (the Combination Issue Shares).

On 27 February 2009 (the business combination date) the court registered the business combination and the related amendments to the Company's Articles of Association. The combination of ZT “Kruszwica” SA (the Acquirer) and ZPT w Warszawie SA (the Acquiree) was carried out pursuant to Article 492 § 1 point 1 of the Code of Commercial Companies, i.e. by transferring all the assets of the Acquiree to the Acquirer in return for the Combination Issue Shares provided by the Acquirer (combination through acquisition).

In line with the principle of universal succession set forth in Article 494 § 1 of the Code of Commercial Companies, ZT “Kruszwica” S. A. assumed all the rights and obligations of the Acquiree as at the business combination date. The Acquiree has become one of the Company's production plants. In addition to the plant in Warsaw, the Company's plants are also located in Brzeg, Gdańsk and Kruszwica.

Before the aforementioned business combination, the Company was a majority shareholder in the Acquiree with a 71.23% interest in the share capital and the same share in the total number of votes. The Acquiree remained under the control of the Company and was subject to consolidation in the consolidated financial statements of the Capital Group of ZT “Kruszwica” SA. As a result of the business combination, the Company acquired the remaining minority interest in the Acquiree corresponding to 28.77% of the interest in the share capital


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and the same share in the total number of votes. As at the business combination date, the subsidiary ceased to exist as a legal entity and since that date the Company has not been preparing any consolidated financial statements, while these individual financial statements are the only financial report published by the Company.

In return for the acquired assets of the subsidiary the Company assigned the Combination Issue Shares to the minority shareholders of ZPT w Warszawie SA. The shares were assigned on 2 March 2009. The Company issued 648,000 ordinary bearer E series shares with a nominal value of PLN 7.48 each.

The value of the assets of ZT “Kruszwica” SA, as disclosed in the business combination plan, was determined using the method of discounted cash flows (DCF). Commonly applied for valuation purposes, the DCF method is based on the assumption that the present value of an enterprise as at the valuation date is equal to the total discounted future net cash flows. The equity of ZT “Kruszwica” SA was measured using the DCF method based on free cash flow available to all entities financing the Company (“FCFF”). The value of the assets of ZT “Kruszwica” SA determined in this manner was PLN 1,524,500 thousand, which for 22,338,949 shares gives PLN 68.24 per share.

Thus, the market value of the Combination Issue Shares was PLN 44,222 thousand, where the Company's share capital was increased by PLN 4,847 thousand (648,000 shares multiplied by the nominal value of PLN 7.48 per each share), and the remaining PLN 39,375 thousand constituted the share premium (i.e. surplus of the market value of shares over their nominal value). Additionally, the Company incurred expenses related to the issue of shares (including the cost of preparing the information memorandum as well as the cost of introducing the newly issued shares to public trading, etc.) in the amount of PLN 185 thousand, which decreased the share premium to PLN 39,190 thousand; a portion of these expenses (PLN 53 thousand) was incurred and recognized as a decrease in equity already in 2008, whereas the remaining amount (PLN 132 thousand) was incurred and recognized in equity in 2009. Hence, the final cost of acquisition equaled PLN 44,037 thousand.

For the purpose of recognition of the business combination the value of the acquired assets of ZPT w Warszawie S.A. was determined at the level of the carrying amounts of individual assets and liabilities. As the aforementioned business combination may not be classified as a business combination under IFRS 3 (the actual control over the subsidiary was taken over already in 2006), the Company did not measure the fair value of the assets of the Acquiree as at the acquisition date.

The table below presents the carrying amounts of the assets and liabilities of the Acquiree as at the business combination date:

Net value of the acquired assets of ZPT w Warszawie S.A. Book value as at 27/02/2009

PLN’000 Non-current assets Property, plant and equipment 69,557 Intangible assets 33,866 Long-term financial assets 48 Deferred tax asset 3,766 107,237 Current assets Inventories 57,908 Trade receivables 32,817 Other receivables 4,671 Cash and cash equivalents 549 Prepayments 1,014 96,959 Non-current liabilities Provision for deferred income tax 12,418 Other provisions 498 Liabilities due to employee benefits 4,636 17,552 Current liabilities Short-term loans and borrowings 3,454 Liabilities due to employee benefits 4,436 Trade liabilities 10,314 Current income tax liabilities 3,734 Other current liabilities 3,621 25,559 Accruals 50 Total net assets 161,035


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The book value of the acquired assets corresponds to the value of the net assets disclosed in the subsidiary's individual financial statements as at the business combination date, increased by the value of the assets which were disclosed in the Company's consolidated financial statements and not in the individual financial statements of ZPT w Warszawie SA.

Recognition of the business combination: PLN’000 Net assets acquired from the subsidiary 161,035 Less: Value of shares held in the subsidiary as at the business combination date (106,203) 54,832 Cost of acquisition (44,037) Net effect of the business combination 10,795

The total difference between the value of minority interest acquired and the cost of acquisition, amounting to PLN 10,795 thousand, was recognized in the Company's equity under the following items:

- Share premium – PLN 185 thousand (issue related expenses) and - Retained earnings – PLN 10,610 thousand.

In line with the adopted "entity concept method", the difference between the cost of acquisition of additional shares in the subsidiary and the minority interest in the assets and liabilities (as disclosed in the consolidated financial statements as at the business combination date) is recognized as a transaction between shareholders, hence its results are recognized only in equity.

As a result of the aforementioned business combination, the amount of retained earnings decreased by PLN 44,190 thousand, whereas the share capital and share premium increased by PLN 44,090 thousand.

PLN’000 Difference between the value of minority interest and the cost of acquisition, excluding issue related expenses 10,610

Retained earnings generated by the subsidiary (8,031) 2,579 Value of minority interest as at the business combination date (46,769) (44,190)

Retained earnings generated by the subsidiary correspond to the amount of undistributed profit achieved by ZPT w Warszawie SA in the period from the first business combination (December 2006) until the business combination described herein (February 2009), which is attributable to ZT “Kruszwica” SA being the parent.

ISSUANCE, REDEMPTION AND REPAYMENT OF NON-EQUITY AND EQUITY SECURITIES

On 5 January 2009, the Company published the Information Memorandum and commenced the public offering of E series shares (the Combination Issue Shares) relating to the Company's combination with its subsidiary – ZPT w Warszawie SA, whereas on 23 February 2009 the Company published also Annex 1 to the aforementioned Information Memorandum.

On 2 March 2009 the Company assigned 648,000 ordinary bearer shares of E series, with a nominal value of PLN 7.48 each to the individuals entered as shareholders in the stock ledger of ZPT w Warszawie SA as at the business combination date (27 February 2009). Pursuant to Article 3 of the Resolution adopted by the Extraordinary Shareholders’ Meeting on 4 November 2008, in exchange for one share in ZPT w Warszawie SA the Company assigned 0.4 of an E series share. On 4 March 2009 the E series shares were introduced to public trading on the Warsaw Stock Exchange.

The public offering of E series shares began on 5 January 2009 and ended on 27 February 2009, when the registry court registered the Company's business combination with ZPT w Warszawie SA. As the E series shares were issued in connection with the business combination, a subscription, sale or reduction was not carried out. No underwriting agreement was signed, either.

As a result of the allocation procedure, the Company acquired 234 E series shares which were not allocated to the Acquiree’s shareholders due to contributions for fractional parts of the E series shares. Subsequently,


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on 12 March 2009 the Company sold those shares in the regulated market for the total amount of PLN 10 thousand (the selling price per share was PLN 43.10).

Following the registration of the business combination and the related amendments to the Company's Articles of Association on 27 February 2009, the share capital of ZT "Kruszwica” SA amounts to PLN 171,942,378.52 and is divided into 22,986,949 shares with the nominal value of PLN 7.48 each, including:

- 6,040,400 registered shares: 2,970,000 A series shares and 3,070,400 B series shares; - 16,946,549 bearer shares: 3,630,000 A series shares, 3,267,000 C series shares, 9,401,549 D series

shares and 648,000 E series shares. DIVIDEND PAID (OR DECLARED)

On 18 June 2009 the General Shareholders’ Meeting of ZT “Kruszwica” SA adopted a resolution on distribution of the Company's net profit for the 2008 financial year in the amount of PLN 121,719 thousand in the following way:

- the amount of PLN 68,961 thousand from the net profit for the year 2008 was appropriated to payment of a dividend of PLN 3.00 per share and

- the remaining amount PLN 52,758 thousand of the net profit for the year 2008 was allocated to the reserve capital.

18 September 2009 was the dividend date.

The dividend was paid on 8 October 2009.

CHANGES IN CONTINGENT LIABILITIES OR CONTINGENT ASSETS

Contingent liability due to a promissory note submitted to Coface Factoring:

On 2 December 2008 the Company signed a factoring agreement with Coface Poland Faktoring Sp. z o. o. The agreement was concluded for an indefinite period of time. The maximum exposure of the Factoring Agent in the financing provided to the Company was limited to PLN 75 million. The Company issued a blank promissory note in order to collateralize the aforementioned limit.

Promissory note submitted to the Customs Office in Opole as an excise duty deposit in the bonded warehouse

On 5 October 2009 a promissory note submitted to the Customs Office in Opole as an excise duty deposit with respect to production and transfer of excise goods was returned to the Company.

No other changes took place in the contingent liabilities or assets of the Company.

POST BALANCE SHEET EVENTS

On 4 November 2009 the Company terminated its factoring agreement entered into with Coface Poland Factoring Sp. z o.o. with a month’s notice. The fact that the Company regarded the cooperation terms as not sufficiently satisfactory was the reason for the termination.

DESCRIPTION OF THE ISSUER'S CAPITAL GROUP ORGANIZATION

Zakłady Tłuszczowe “Kruszwica” Spółka Akcyjna (hereinafter referred to as the "Company", "ZT Kruszwica SA" or the "Issuer") is a part of the Bunge Group, a worldwide leader in processing oilseeds and production of bottled vegetable oils.

On 27 February 2009, the District Court in Bydgoszcz, XIII Business Division of the National Court Register registered the Company's business combination with its subsidiary – Zakłady Przemysłu Tłuszczowego Warszawa SA (hereinafter referred to as “ZPT w Warszawie S.A.”). At the business combination date the subsidiary – ZPT w Warszawie SA ceased to exist as a legal entity and so did the Capital Group of ZT “Kruszwica” Spółka Akcyjna.

The Company's majority shareholder is Koninklijke Bunge Besloten Vennootschap (hereinafter referred to as "KBBV"), a company organized under the laws of the Netherlands, with its registered office in Rotterdam, the Netherlands, holding directly 14,763,313 shares in the Company, which accounts for 64.23% of its share capital and the same share in the total number of votes at the General Shareholders’ Meeting. KBBV is a wholly-owned subsidiary of Bunge Europe SA with its registered office in Luxembourg (holding 100% of shares and having the right to 100% of votes at the General Shareholders’ Meeting). Bunge Limited headquartered in the United States (White Plains, NY) is the parent of Bunge Europe SA, which directly and indirectly holds 100% of its shares and has the right to 100% of votes at the General Shareholders’ Meeting. Bunge Limited has been listed on the New York Stock Exchange since 2001.


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The scope of the Bunge Group’s activities includes:

- production of fertilizers and fodder; - trading in grain and oilseeds; - processing oilseeds for the production of oils for food and biofuel industries as well as seed meals

and components of fodder; - production of bottled oils, mayonnaise, margarines and other consumer goods; - processing wheat and corn for the food industry. POSITION OF THE MANAGEMENT BOARD CONCERNING THE PREVIOUSLY PUBLISHED FORECASTS FOR THE FINANCIAL YEAR The Company does not publish any financial forecasts. SHAREHOLDERS WHO, EITHER DIRECTLY OR INDIRECTLY (THROUGH THEIR SUBSIDIARIES), HOLD AT LEAST 5% VOTES AT THE ISSUER'S GENERAL SHAREHOLDERS’ MEETING As at 1 January 2009 the Company's share capital amounted to PLN 167,095,338.52 and was divided into 22,338,949 shares with a nominal value of PLN 7.48 each.

On 27 February 2009, i.e. at the date of registration of the Company's business combination with ZPT w Warszawie SA, the share capital was increased to PLN 171,942,378.52 and was divided 22,986,949 shares with a nominal value of PLN 7.48 each.

To the best of the Company's knowledge, at the date of publication of this report the shareholders who held directly at least 5% of the total number of votes at the Company's General Shareholders’ Meeting were as follows:

Entity’s name Number of shares held

Percentage interest in the share capital

Number of votes at the

General Shareholders’

Meeting

Percentage of votes at the

General Shareholders’

Meeting

Koninklijke Bunge B.V. with its registered office in Rotterdam 14 763 313 64.23 14 763 313 64.23

Windstorm Trading & Investments Limited with its registered office in Thasou 6 033 739 26.25 6 033 739 26.25

Koninklijke Bunge B.V. with its registered office in Rotterdam, address: Weena 320.3012 NJ Rotterdam, Netherlands, a company organized and operating under the laws of the Netherlands (hereinafter referred to as "KBBV"), holds directly 14,763,313 shares in the Company, which accounts for 64.23% of its share capital, including:

- 6,040,400 registered shares (26.28% of the share capital); - 8,722,913 bearer shares (37.95% of the share capital).

The shares held by KBBV give the right to 14,763,313 voting rights at the Company's General Shareholders’ Meeting, which accounts for 64.23% of the total number of votes, of which: the registered shares give the right to 6,040,400 votes (26.28% of the total number of votes), and the bearer shares give the right to 8,722,913 votes (37.95% of the total number of votes).

Windstorm Trading & Investments Limited, a subsidiary of Jerzy Starak, established in Cyprus, with its registered office at Thasou 3, DADLAW House, P.C. 1520 Nicosia, Cyprus (hereinafter referred to as "Windstorm"), holds 6,033,739 ordinary bearer shares in the Company, which account for 26.25% of its share capital and give the right to 6,033,739 votes (26.25% of the total number of votes) at the Company's General Shareholders’ Meeting.

THE ISSUER’S SHARES AND SUBSCRIPTION RIGHTS ASSIGNED TO MEMBERS OF THE ISSUER’S MANAGEMENT AND SUPERVISORY BODIES

To the best of the Company's knowledge, as at the date of publication of this report none of the Members of the Management Board or Supervisory Board held any shares in ZT “Kruszwica” SA.

No changes in this respect have occurred since the publication date of the report for the first half of 2009.


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PROCEEDINGS PENDING BEFORE ANY COURT, ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY, INCLUDING INFORMATION ON:

a) PROCEEDINGS CONCERNING THE ISSUER’S LIABILITIES OR RECEIVABLES WHOSE VALUE CORRESPONDS TO AT LEAST 10% OF THE ISSUER'S EQUITY;

b) TWO OR MORE CASES CONCERNING LIABILITIES AND RECEIVABLES WHOSE TOTAL VALUE CORRESPONDS TO AT LEAST 10% OF THE ISSUER'S EQUITY

None.

INFORMATION ON ONE OR MORE TRANSACTIONS WITH RELATED PARTIES WHICH ARE, SEPARATELY OR JOINTLY, REGARDED AS SIGNIFICANT AND WERE NOT CARRIED OUT ON AN ARM'S LENGTH BASIS

No such transactions were carried out.

INFORMATION ON CREDIT/LOAN SURETIES OR GUARANTEES EXTENDED BY THE COMPANY TO ONE OF ITS SUBSIDIARIES IF THEIR AGGREGATE VALUE CORRESPONDS TO AT LEAST 10% OF THE ISSUER’S EQUITY

No such sureties and guarantees were granted.

OTHER INFORMATION ESSENTIAL FOR ASSESSING THE ISSUER'S HUMAN RESOURCES, ASSETS, FINANCIAL POSITION AND RESULTS AND THEIR CHANGES AS WELL AS THE COMPANY'S ABILITY TO MEET ITS LIABILITIES

In Q3 2009 the Company entered into the following significant contracts:

Significant contract with PKO SA

On 30 July 2009 the Company signed an annex to a loan agreement entered into with PKO S.A. with its registered office in Warsaw on 11 July 2007, increasing the overdraft limit to PLN 70,000,000 (used to finance the Company’s ongoing operations). The Annex extends the term of the agreement until 31 July 2010. Additionally, the interest has been changed as a result of adjusting the bank’s margin to the current credit market conditions. The remaining loan terms do not differ from the general market terms.

Significant contract with Wratislavia-Bio Sp. z o.o.

On 7 September 2009 the Company signed Annex 1 to the agreement entered into with Wratislavia-Bio Spółka z o.o. on 6 August 2009. The annex was signed due to an increase in the supplies of crude rapeseed oil by 3 thousand tons. Over the last 12 months the total value of contracts entered into by Zakłady Tłuszczowe “Kruszwica” S.A. and Wratislavia- Bio Sp. z o. o. was EUR 14.6 million (i.e. PLN 60.4 million at the average rate determined by the National Bank of Poland for EUR as at 7 September 2009) and became significant, i.e. exceeded 10% of the Company’s equity.

A transaction involving the Company’s sale of crude rapeseed oil to Wratislavia- Bio Sp. z o. o., whose value as at the contract date (6 August 2009) was EUR 12.8 million (PLN 52.9 million at the average rate determined by the National Bank of Poland for EUR as at 6 August 2009) was a contract of the most significant value over the last 12 months. The contract provides for a contractual penalty for the Supplier in the amount of 20% of the gross value of goods which were not delivered in a given calendar month. The remaining contractual terms do not differ from the general terms of this type of contracts.

Significant contract with Energokrak Sp. z o.o.

On 24 September 2009 a contract was concluded by ZT “Kruszwica” S.A. and ENERGOKRAK Spółka z o.o. having its registered office in Cracow, involving the Company’s supply of 308 tons of biomass in the form of post-extraction rapeseed meal to ENERGOKRAK Sp. z o.o. in the years 2009-2014.

The price of the biomass was determined only for the first part of the agreement’s term, i.e. from September 2009 to June 2010. The parties undertook to reach an agreement on determination of the biomass price for the subsequent periods at a later date. The estimated contract value is PLN 138 million.

The contract provides for contractual penalties. The parties may impose penalties in the amount of 10% of the net value of biomass which was not delivered or collected in a given quarter in the guaranteed amount as per the delivery schedule. The aforementioned penalties will not be imposed if the quantity of biomass which was not delivered or collected does not exceed 10% of the guaranteed amount as per the delivery schedule. The remaining contractual terms do not differ from the general terms of this type of contracts.

Over the last 12 months the total estimated value of contracts entered into by the Company and ENERGOKRAK Sp. z o.o. was PLN 162 million. The value of aforementioned contract is the most significant in the analyzed period.


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In this year’s purchasing season the Company bought almost 620 tons of rapeseed, which should account for 70% of its processing capacity until the next harvest. Additionally, as at the date of the financial statements the Company was a party to contracts for the purchase of seeds corresponding to the next 15%. The Company intends to acquire the remaining amount of the raw material (15%) gradually, both in the Polish and foreign market. FACTORS WHICH, IN THE ISSUER'S OPINION, WILL AFFECT THE COMPANY’S PERFORMANCE AT LEAST DURING THE NEXT QUARTER

The factors which may have a substantial impact on the Company's financial performance over the next quarter include: - cost of raw materials – rapeseed and tropical oils; - selling prices of bulk rapeseed oil; - selling prices of post-extraction meal; - selling prices of food products: bottled oils, margarines and fats; - sales volume; - foreign exchange rates; - interest rates.

The financial performance over the next quarter will be influenced primarily by the relation of the cost of raw materials (mainly rapeseed) to the selling prices of the Company's products.

The prices of key raw materials used by the Company are determined on international commodity exchanges. In the 2009 seed purchasing season the Company has acquired the major part of the raw materials required to meet its processing needs until the next season.

The effects of changes in raw material prices are to a large extent compensated by changes in the selling prices of manufactured products (bulk oils and post-extraction meal), which are also affected by the prices of raw materials on commodity exchanges and subject to the same changes. Nevertheless, in the short term the direction and dynamics of changes in the prices of raw materials and the related products may differ.

The foregoing does not apply to the prices of consumer and professional products, where any changes in the selling prices in response to more expensive raw materials are delayed and limited by the consumers and customers' ability to accept higher prices, and they also depend on the competitors' behavior as well as the market position of the Company and its brands.

The financial performance over the next quarter will be also determined by sales volumes, especially of highly processed products such as bottled oils and margarines. The demand for such products is usually considerably lower during the 2nd and 3rd quarter of the year, but it increases during the 4th quarter.

Foreign exchange rates are another important factor which may affect the Company's performance in the next quarter. A substantial portion of the hedging transactions used by the Company to mitigate its foreign currency risk is disclosed in the financial statements in line with the hedge accounting principles. However, some hedging transactions are not effective in line with the hedge accounting principles and therefore the results of their fair value measurement are recognized directly in the profit or loss for a given period. Given the significant fluctuations in the foreign exchange rates, this may cause temporary fluctuations in the profit or loss until the time the hedged items are realized.

The financial performance over the next quarter may be similarly affected by the prices of raw materials in international markets, where the Company hedges its rapeseed processing margins. Some of the hedging items may not meet the effectiveness criterion, which may necessitate recognition of the effects of the fair value measurement of the hedging contracts directly in the financial profit or loss, regardless of the hedged transaction execution period, leading to temporary fluctuations in the financial profit or loss.

The Company's profit or loss will also depend considerably on interest rates. Due to a significant exposure to short-term borrowings (related to the working capital), any changes in the interest rates are relatively quickly reflected in the amount of the financial expenses incurred by the Company. The Company strives to minimize the level of its working capital in order to reduce its need for external financing.


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The financial statements were drawn up on 16 November 2009.

Signatures of all members of the Management Board:

Tommy Jensen – President of the Management Board ..................................

Roman Rybacki – Vice-President of the Management Board ..................................

Mariusz Szeliga – Member of the Management Board ..................................

Wojciech Jachimczyk – Member of the Management Board ..................................

Tomasz Wika – Member of the Management Board ..................................

Piotr Piotrowski – Member of the Management Board ..................................

Marcin Brodowski – Member of the Management Board ..................................

Wojciech Bauman – Member of the Management Board ..................................

Signature of the person responsible for keeping the accounting records:

Sławomir Werbiński – Chief Accountant ..................................

quarterly condensed financial statements

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