2010 ANNUAL REPORT

The specialist in home delivery of food products to individuals customers

Content
Chairmans message Presentation of the Toupargel Group
History The Food market in France Home delivery of food products The frozen foods market Our sales system Toupargel, leader in the home delivery of frozen food products Keeping closed to consumers The Toupargel brand, in tune with the latest trends Place du March, a new way for home delivery of fresh foods p4 p6 p8 p 10 p 13 p 14 p 17 p 19 p 20

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Financial section
Corporate governance and operations Shareholders and investors information Group management report, recent changes and risk factors Consolidated financial statements Statutory auditors report p 21 p 43 p 52 p 66 p132

Chairmans message
In 2010, the Toupargel Group saw a decline in business for the fourth consecutive year, while consolidated financial results achieved the same level as 2009. Within a difficult business environment, the Group also had to face increasing difficulty in attracting and retaining new customers. The Group has begun the roll-out of its Cap 2013 strategic plan, which will help it drive loyalty among its traditional customers and also recruit new consumers. A return to growth is expected in the fourth quarter of 2011 for the Frozen Foods division, with sustained development and improved profitability for the Fresh Food and Groceries division. > How did Toupargel Group's sales develop in 2010? Sales were good for Fresh Food and Groceries, and showed a rise of 6.2%, to finish at over 20 million. This was mainly due to the increase in the average basket, following the broadening of our range and the development of our e-commerce site. The year was more difficult for Frozen Foods, which slipped by 2.6%, as we failed to bring in enough new customers (-4 million) and saw higher churn of customers recruited in 2009 (-4 million). The number of customers buying home delivery frozen goods has seen a gradual decrease over the last few years, with the number of households going down from 19% in 2007 to 17.1% in 2010 (1). > What can you tell us about the consolidated financial results? Generally speaking, consolidated financial results for 2010 held up compared to 2009, with operating income totalling 21.9 million (against 21 million in 2009), and an operating margin of 6.2% (against 5.8% in 2009). Net income amounted to 12.9 million, the same level as in 2009. Net debt came down significantly, from 17.7 million 2009 year-end, to 12.3 million at 31 December 2010. > Will you be maintaining your dividend policy? The Toupargel Group has consistently paid out high dividends since 2005, driven by substantial cash flow generation. The Board of Directors has decided to recommend a dividend of 1 per share for 2010, paid in cash and in stock > What is your strategy for the coming years The Toupargel banner markets frozen products to a customer base comprising mainly senior citizens and families with children, living either in rural areas or in small communities. Our Cap 2013 strategic plan was drawn up in 2009, in order to drive sales growth. The plan involves broadening the product range and improving customer services in order to maintain the loyalty of our traditional customers, while developing new, mainly Internet-based, distance selling channels. One of the main development areas is a new sales organisation, due to be implemented by 2011 year end, whereby telesales and delivery agents will be allocated specific catchment areas. A toll-free telephone number (3040) has been set up, along with an e-commerce website designed to attract young city dwellers. Place du March, the Group's regional banner, has developed a number of synergies with Toupargel and is set to broaden its catchment area over the next few years. > What is the outlook for 2011, a year of considerable change for the sales organisation? The Group is taking a cautious outlook with regard to 2011, and projects a return to growth in Q4 2011 in the Frozen Foods division, alongside sustained growth and improved profitability for Fresh Food and Groceries.
(1) (Source: Kantar World Panel 2010)

The Chairman, Roland Tchnio

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History
1947
Establishment of Toupargel Surgeles.

1969-1981
Since 1969, Toupargel Frozen Foods has developed the direct sale of frozen foods to individuals using store vans.

1982
Establishment of Toupargel SA by Roland Tchenio, following the acquisition of Toupargel Surgeles.

1983-1997
A strategic change in operational focus is undertaken: to make Toupargel a specialist in sales to individuals by phone, with order preparation in dedicated platforms and delivery within 48 to 72 hours, and to develop the Group through acquisitions. Toupargel acquires more than 40 French frozen food distribution companies, and confirms its expertise in integrating companies and businesses.

1997
Toupargel SA shares begin trading on the Second Marche in December. Total annual sales: 85 mn.

2000-2001
Establishment of the Fresh Foods & Groceries business with the construction of a call centre and sales order preparation platform in Chlon sur Saone, with the objective of successfully applying the Toupargel Frozen Foods business model to its Fresh Foods and Groceries one.

2002
Launching of Place du Marche and its home delivery of fresh foods and groceries business.

2003
Change in dimension: Toupargel SA acquires the Frigedoc company (Agrigel brand), the leading distributor of frozen foods to individuals through home delivery service (240 mn in sales). This acquisition enables Toupargel, with total sales of 362 mn, to become the leading player in this market segment with a 36% share, as well as covering all of France.

2004-2005
A period of convergence for Toupargel and Agrigel. Synergies between the companies enable the optimisation of the Group's functional activities: purchasing, quality, marketing, logistics, IT... and significantly improved earnings. Two new order preparation platforms are commissioned (in Argentan and Montauban). Launch of the Toupargel brand, with the ice cream product range.

2006
A single team, brand name, organisation and business model for the Group's Frozen Foods business. End of the logistics re-organisation in mid-2006, resulting in lower costs. Standardisation of employee compensation terms and Group agreements.

2007
Rollout of a new telesales software program and more efficient deliveries.

2008
Toupargel has initiated two major work programmes: - to improve client loyalty, Toupargel has created a dedicated national team at Villeurbanne; - to improve client service, a new delivery organisation.

2009
Creation of the customer service department and a dedicated toll-free telephone number, the 30 40, for incoming calls for "Frozen Foods". Launch of the placedumarche.fr e-commerce website for Fresh Foods and Groceries

2010
Rollout of the Cap 2013 plan with three major development areas: - the store concept: a new sales organisation where a dedicated telesales team works alongside a delivery agency covering a specific catchment area, -the multichannel offering, with the launch of the toupargel.fr Frozen Foods e-commerce website, -the multi-product offering, whereby Toupargel customers can also order the whole of the Place du March range.

2011
Ongoing implementation of the Cap 2013 strategic plan. Place du March broadens its catchment area
(*Incoming calls = calls made by customers and prospective customers)

The food market in France Focus on developments

On 1 January 2009, the population of mainland France and its overseas departments was estimated to be 64.3 million. With over 800,000 babies born every year, mainland France has achieved a level that it had not seen since 1981. Life expectancy remains stable, and the proportion of senior citizens is growing steadily. Currently, there are some 5.6 million people aged 75 and over living in France, a third more than 10 years ago. By 2060, there will in all likelihood be over 10 million inhabitants aged over 60. (Source: INSEE)

Smaller and smaller households

The average household currently numbers 2.3 people, compared to 2.4 in 1999. A third of the country's housing is occupied by people living alone, while another third is occupied by couples. The number of households with children has levelled out, due to the recent increase in the fertility rate. (Source: INSEE)

26.6 MILLION households in France (Source: Insee). 11 MILLION of these households live in communities of under 10,000 inhabitants. 4 MILLION of them have used a home delivery service at least once. 1 COMMUNITY out of 2 has no neighbourhood shops. There are 6 times fewer small grocers now than 30 years ago, and 3 times fewer butchers..

Renewed population growth in rural areas and cities

While French demographics in the 1980s and 90s were mainly driven by the expansion of the suburbs, the rural population is now growing at the same rate as the French population as a whole. While people are still attracted to life in the suburbs, there has been a significant growth in people moving out to rural areas. At the same time, the pattern over the last 30 years whereby populations were tending to move out of the big cities towards the outlying areas is now beginning to reverse, and the city centre population is starting to expand faster than the suburbs. (Source: INSEE)

Declining household food budgets

Food as a proportion of the household budget went down from 23% in volume in 1959 to 11% of total expenditure in 2008 (Source: Insee). Consumer trends have changed with the expansion of supermarkets, changing lifestyles and the appearance of new products. The decline in expenditure on traditional products, such as household electrical goods, has been partly offset by the dynamism
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of high-tech products. Food (14%), transport (15%) and housing (24%) still, however eat up the lion's share of the household budget, with the last two supplanting food over the last 20 years as the major items for consumer wallets. In 2005, the food bill for French households amounted to 122.7 billion (not counting soft drinks and alcohol). (Source: LSA -September 2006) Commuter trends are moving towards a revival of neighbourhood shops, and now 56% of the country's households do their shopping locally, and retailers have reacted to this new-found enthusiasm by broadening the range of services they offer (opening times, home deliveries, etc.). Every French household spends an average of 287 per year in local shops. Drive-in shopping has also begun to make its mark since 2003.3% of households have tried it out in some of the 600 retail outlets in the country. 96% of drive-in customers claim it is their main form of shopping. (Sources: Kantar Worldpanel, Parabellum).

Home delivery of food products

The companies in the market
Home delivery of food products was revived in the mid-1990s, in line with the increasing importance of consumer services in retailer strategy. National retailers have, more recently, sought to feed off the opportunities offered by Internet to launch e-commerce sites. Consumers taking advantage of this type of service are highly diversified, even if use of the system tends to increase sharply with revenue and the number of children in the household. (Source: CREDOC) The market can also be defined as follows: > rural groceries, made up of fragmented companies, with narrow product ranges, which generally deliver once a week., > Urban neighbourhood stores (Monoprix, Intermarch, Simplymarket for example) which offer home delivery as an extra service for customers within their catchment area. > Cybermarkets (Carrefour.fr, Telemarket.fr, Auchandirect.fr, Houra.fr). These companies take orders over the Internet and also by telephone. They mainly deliver in and around greater Paris and are promoting home delivery in the major regional conurbations. Cyber-buyers' average basket for food products amounts to between 160 and 170 (compared to 35 for the average basket in a superstore) (Source: Distripdie). There are also a number of niche cyber retailers in fresh and organic products, for example, such as natoora.fr, bienmanger.fr and paysans.fr, Not many cyber markets have as yet achieved profitability, and consolidation seems inevitable within the sector over the next few years. > Food-product home delivery and distance-selling specialists. The Toupargel Group has been expanding its range of Fresh Products and Groceries under the Place du March banner for the last 11 years and sales now amount to 20 million, over a catchment area covering the north-eastern quarter of France. The sector is set to develop. Maximo is another company in the market, offering home delivery of dry goods and groceries (estimated net sales for 2009: 105 million) and f rozen products over the northern half of France.

The online sale of food products

The market for online sales is currently worth about 25 billion a year, but varies according to the goods and services offered. The most successful products are non-physical ones, such as travel and music downloads, followed by technological products and clothing, while other products are struggling to make their mark. The same applies to food products, which have not yet achieved significant market penetration, with 14% of Internet users, a total of 4.9 million people, claiming to have bought online food products. The sector is estimated to be worth 1 billion, which amounts to 1% of average household expenditure on food and drink products. After 10 years of operations, and a few setbacks, cyber markets, the online equivalents of food supermarkets, have sales which are not much higher than a major superstore in greater Paris. (Source: Credoc dcembre 2009). Internet use is booming in all age brackets, although it is the over-65s who are growing the fastest, with 8 times more Internet users than 10 years ago. Some 31% of the over-65s use the Internet, compared to only 4% in 2001. Another striking feature of the last 10 years has been the increasing number of women using the Internet. Some 66% of women were found to use Internet in 2010, compared to 24% in 2001. Nowadays, there are just about as many women Internet users as men, with 49% against 51%.
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(Source: Mdiamtrie February 2011)

35 MILLION Internet users in 2010 (Source: Mdiamtrie 2010) 25.1 MILLION Internet users buy products and services online (Source: Mdiamtrie 2010) 4.9 MILLION Internet users order food products on line (Sources: Fevad-Mdiamtrie/Netratings mai 2010) 1 billion euros of food purchases on internet in 2009 (Source: Credoc)

The frozen foods market

A home service market worth 3 billion inEurope The European market for frozen products
The European market for the home consumption of frozen products is estimated to be worth 23 billion. The main markets are in the United Kingdom and Germany, with sales are estimated at 6 billion (Source: Datamonitor 2005). In Europe, there are substantial differences in consumption between the countries. Scandinavian countries are the biggest consumers of frozen products in the world, with Sweden leading the way. The rise in the consumption of frozen food products has been driven by demographic and social trends and by shifts in food consumption patterns. The increase in the number of women at work, combined with a rise in single-parent families and increased life expectancy have led to a demand for convenience food products that require less preparation time.

Home delivery and frozen products in Europe

With respective sales of around 1.1 billion and 600 million, Bofrost and Eismann are the main players in the home delivery of frozen food products in Europe, a market estimated to be worth 3 billion (internal source). In Germany, a market equivalent to that of France, with 1 billion euros, these two companies have gained a dominant position with a 75% and 20% market share respectively. They also operate in a number of other European countries (Sources: Bofrost, Eismann). Toupargel, with sales of 331 million, solely in the French market, is the third-largest European company.

The main home delivery companies in Europe

Country Germany Austria Belgium Spain Companies Bofrost, Eismann Bofrost, Eismann Bofrost, Eismann, Ijsboerke (BIG), Ijspaleis Bofrost, Eismann Toupargel, Thiriet, Maximo, Argel, Bofrost, Eismann, Gimbert Surgels, Croquegel, Picard, La Ferme du Froid, Banquiz, Maison Ricot Bofrost, Eismann Bofrost, Eismann, Ijskoning, Ijspaleis, DeDiepVriesMan Bofrost, Eismann

France Italy

Netherlands Switzerland

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A home service market estimated to be worth 1 billion in France The National frozen product market
The frozen-food market in France covers 98% of the 26.6 million households in the country. Total sales for the market amount to 5.9 billion, or 4.8% of household food purchases (Source: Kantar Worldpanel). The market has remained stable over the last few years, while the average household budget for frozen goods (236, 47 kg purchased per year) has continued to grow, driven by the following: > shifts in lifestyle patterns: people are looking for high quality, time-saving food products, > an increasing number of households with freezers and microwaves (99% of French households have a refrigerator, 60% have a freezer and 85% a microwave oven (Source: Gifam), > a change in family structures (an increase in the number of single people and childless couples), > less time spent preparing meals, along with increasingly flexible mealtimes (on-the-go snacking due to business or family requirements), > a broad product range with high-quality products offering convenience and fast preparation time (Source: TNS SECODIP). Breakdown of the domestic frozen food market

(Source: Kantar Worldpanel)

The leading companies in the home delivery market

There is a relatively small number of companies in the French market for home delivery of frozen foods. Toupargel is the market leader, with a 33% share (Source: Syndigel), followed by Thiriet, Maximo and Argel which share another 50% of the market between them. The remainder of the market is split between regional companies (Croquegel, Bofrost, Eismann, etc).

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Home delivery of frozen products

With total sales amounting to around 1 billion and 4.6 million households, home delivery of frozen products account for some 17% of the frozen products market and is the third-largest distribution channel in France. Customers of home delivery companies have specific requirements they are seeking purchasing convenience, full compliance with the cold chain, high product quality and a broad range of products compared with traditional retailers. Home delivery of frozen products is mainly to rural and suburban areas, either through mobile grocers (15% of the market) or distance selling followed by delivery (85% of the market) (internal source).

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Our sales system

From telephone or internet order taking to home delivery- A fully-integrated organisation

Selection on catalogue Customers receive a magazine 15 times per year for frozen food products, twice a year for groceries, and 13 times per year for fresh foods. It is delivered directly to their home or via the post office, customers can look through at their leisure and select products for their next order. Placement of order by phone or internet Telesales agents contact all customers to take their orders. They provide advice and assistance, suggest new products and special promotions, etc. Customers are called about frozen food products 15 times per year, and once a week for fresh foods and groceries. A sales application assists telesales agents in their commercial approach. Two e-commerce websites were launched in 2009 and 2010 for fresh foods and groceries business and frozen food business. Transfer of orders to the logistics platforms Orders are then transferred by computer to one of the four platforms dedicated to the "Frozen Foods" business or to the Chlon sur Sane platform for the "Fresh Foods and Groceries" business. Order picking in storage area Ordered products are picked by order preparers in the temperature controlled storage area (the picking areas), then dispatched to the packaging area. Packaging Ordered products are individually boxed by packagers using an IT system. Each product is controlled by scanning a bar-code, just like at a supermarket. A series of checks ensure that customers receive exactly what they ordered. Forwarding to the delivery depot Boxes, identified by bar-codes, are placed on a pallet according to delivery rounds before being forwarded by lorry to the corresponding delivery depot. Home delivery Consumer Service Representatives deliver orders to the customer's home 72 hours after the customer's call, without any interruption in refrigeration chain. Payment Payment is made when orders are delivered, and the customer is given the next sales catalogue.
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Toupargel Leader in the home delivery of frozen food products

Toupargel, leader in the home delivery of frozen food products* > No. 1 in France, no.3 in Europe > 331.5M in net sales > 33 % market share > 1,200,000 customers > 3,351 employees > 1,100 product SKUs > 7,000,000 orders taken every year
Toupargel made a strategic choice to rely exclusively on internal resources. Thus it can control all its business processes, from telemarketing to delivery. Customised phone calls: a loyalty bonding tool 950 telesales agents based at 34 telesales call centres contact 1,350,000 customers 15 times a year in order to record their sales orders. They systematically suggest attractive, targeted, adapted commercial offers during these calls using a suitable IT tool in order to stimulate sales and promote loyalty bonding. An extensive quality frozen food product offering Nearly 1,000 products from appetisers to desserts, with ready to serve and microwavable products such as prepared dishes, are promoted in the catalogue sent or handed over to all customers at each delivery. This broad product range includes both national and regional Distributor Brand products, as well as those from the Toupargel brand. The offer is built around four key values: quality, practicality, originality, and competitiveness. Customised sales order preparation at four dedicated platforms In 2010, four platforms dedicated to the "Frozen Foods" business located in Argentan (61), Montauban (82), Poitiers (86), and Civrieux dAzergues (69), prepared nearly 7 mn orders. Powerful IT systems ensure total order traceability, so each customer order and each product can be identified at any time. Quick, free home delivery, without any interruption in refrigeration chain

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Once an order has been prepared, it is delivered by lorry to one of the 114 delivery depots located throughout France. This dense network of delivery depots means that customers receive their orders 72 hours after calling in their order, without any interruption in refrigeration chain. Effective canvassing to create new customers Canvassing for new customers is done either by phone (telemarketing) or directly in the field. Toupargel Group employs 230 telemarketers working at 6 telemarketing centres, as well as 250 field marketers. The combination of these two systems enabled Toupargel to create 370,000 new customers in 2010. A nationwide presence The Toupargel Group's sales network and logistics and delivery infrastructures provide consistent coverage throughout France.

Large customer base in communities of under 10,000 inhabitants

The Toupargel Group has historically built up its business by delivering food products to customers in communities of fewer than 10,000 inhabitants, a market of some 11 million households, which have little access to neighbourhood shops. These high-potential
geographical areas provide the Group's main focus.

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Toupargel even closer to its customers! 2010 to 2013 is a period where Toupargel will be stepping up its neighbourhood coverage, with a new sales and delivery system, based on "store concepts". Each catchment area has its own telesales and delivery team, which offers delivery times, products and order taking (Internet and/or telephone) in tune with its customer's needs.

Internet, driving customer loyalty The Toupargel e-commerce website, rolled out in March 2010, is the final element in the multichannel strategy. The website offers a new way of communicating with consumers through newsletters, information and order history, cooking tips and other useful information that helps strengthen the close relationship that the company enjoys with its customers. The website will also be used in 2011 as a tool for attracting new, young, active, urban consumers, through specific trafficdriver promotions (purchase of keywords, natural referencing, affiliation). The e-commerce site will also be revamped for launching promotional offers and standout services (partnerships with national brands, special ranges - gluten free, halal, kosher and organic frozen products), as well as growth drivers, such as friend referral promotions.

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Keeping close to consumers

With over 1100 SKUs, ranging from appetisers to desserts and including individual or family portions of ready-to-eat meals as well as uncooked products (vegetables, meat, fish) and "trend" or traditional recipes, Toupargel's catalogue is broad enough to appeal to each of our target groups (families, senior citizens, young, active consumers, etc).

A broad product range tailored to each profile

Products for families The Toupargel range comprises over 1100 products, enough to meet the requirements of all our consumer profiles. The company's prime target is households [senior citizens (51%), families with children (27%)], living in rural areas and small communities (80% of its customer portfolio) and these customers account for over half of Toupargel's sales. The company also offers a range of time-saving "service" products (family-size, oven-ready meals, snacking products). Products for single people Toupargel's customers also include a large number of single people and elderly couples, for whom the company has developed a range of products in individual portions (single-portion starters and ready-to-eat meals, sweets and ice cream) in addition to the standard family-size portions. Customer-base profile 80% of Toupargel's customers are senior citizens and families with children, living in rural areas or small communities (categories which represent 50% of the French population). Cooking is an everyday occasion (daily meals and also special occasions) and they are looking for high quality products which are healthy and easy to cook.(Source: Acxiom survey in 2010) National brands Toupargel's catalogue includes popular national brands (including Charal, Bonduelle, d'Aucy, Weight Watchers, Carte dOr, Haagen Dazs), in key product families (ice creams, vegetables, ready-to-eat meals). The other products are marketed under the Toupargel brand or are unbranded. Leadership in raw products Toupargel range includes a wide choice of raw products (uncooked vegetables and potatoes, meat, poultry, fish and seafood) for customers who prefer to cook their meals themselves. The company's range of Charolais beef is exclusive to the home delivery market. Most of the meat is sourced by Toupargel Production, the Frozen Foods division's meat-cutting facility in Grenoble. Special exclusive ranges Toupargel caters to a highly diverse customer base, for which it offers a range of frozen kosher and halal food, and also a range of products catering for special dietary requirements, including gluten intolerance, diabetes, obesity, cholesterol and high blood pressure.

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Next, a multi product offering The Toupargel Group is seeking to become the market leader in the home delivery of food products, which means broadening its range beyond its Frozen Foods business. In 2010, Toupargel markettested a range of soft drinks (water, fruit juice, sodas, etc) which it plans to launch in 2011. The company also intends, in the future, to broaden the catchment area of the Fresh Food and Grocery business (Place du March). In 2009 the Toupargel Group merged its Frozen Food and Fresh Food/Grocery delivery agencies and introduced dual-temperature trucks (accommodating both frozen and fresh food) in 2010. With this new organisation, Toupargel's Frozen Food business is able to offer its customers a wider range of products.

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The Toupargel brand, in tune with the latest trends

Toupargel started its range of own-brand products in 2005 and it has been expanding ever since, with around 100 new SKUs every year. About 40% of the products currently in the catalogue are Toupargel-branded and this means the Group has been able to develop its own exclusive frozen foods range, enhance its image as a company selecting and retailing quality products and also leverage its major commitments (naturality, food safety) to drive its communication. Standing out from the competition, aloyalty driver The company started marketing Toupargel-branded products 5 years ago and its own-brand range now features over 400 products (40% of the total product range). Toupargel-branded products account for half of total sales of ready-made meals. Maintaining product naturality Toupargel products contain no GMOs and none of its raw fish products undergo double freezing. In 2009, Toupargel stepped up its specifications as regards additives in its products and is set to eventually do away with flavour enhancers, artificial colouring agents and aromas and non-essential preservatives. New Toupargel-brand products have none of these ingredients. 70 product recipes have been changed and the company has been working closely with its suppliers to apply stricter controls to new recipes. In 2010, Toupargel also started to replace palm oil in its recipes, especially for fried products (crumbed meat and fish, potato products). Except when absolutely necessary, none of Toupargel's new products contain palm or copra oil.

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Place du March A new way for home delivery of fresh foods and groceries
Place du March, regional specialist in home delivery of fresh foods and groceries * > 20.4 M net sales > 50,000 customers > 123 employees > 4,500 SKUs > 400,000 orders taken every year

A unique, strategic positioning Place du March provides a new way for distributing fresh foods and groceries. By duplicating the key success factors of the "Frozen Foods" sales system, Place du March is the first player to offer home delivery of fresh foods, groceries, hygiene and pharmaceutical products with phone-in orders. Thus Place du March has a different position than its main rivals, subsidiaries of supermarket distribution firms which mainly sell over the Internet and focus on more urban customers. A regional presence Like the "Frozen Foods" business, Place du March focuses on communities with fewer than 10,000 inhabitants often not served by local food stores. The company addresses a significant demand. Its sales network, call centre currently employing a workforce of 123, 17 delivery depots, and a 16,000 m sales orders preparation centre in Chlon sur Saone able to handle up to 1,500 orders per day, enable Place du March to cover north-eastern France. Today Place du March delivers about 50,000 customers. Over 4,500 quality products A range of over 4,500 products, comprising fresh foods, groceries, pharmaceutical and hygiene products, is offered customers each week by telesales agents via the Place du March catalogues. As with the "Frozen Foods" business, products are selected for their quality and originality. Active, effective canvassing By copying the "Frozen Foods" know-how in telemarketing, Place du March attracted 28,000 new customers in 2010. Thanks to its intensive telemarketing and field canvassing activities, the "Fresh Foods and Groceries" business expanded its geographical coverage, developing its customer file.

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Moving towards a broader product offering 13 out of the 15 Toupargel and Place du March delivery agencies have been merged. The Group has also invested in a fleet of dual-temperature delivery trucks, allowing fresh products, groceries and frozen food to be delivered at the same time. With this expansion in its product catalogue, Place du March's catchment area is set to expand, with the support of 10 new combined delivery agencies, due to be opened in 2011 in the Centre, North and Rhne Alps regions. The company's geographical coverage and advanced delivery-round software means it is able to deliver goods to its customers several times a week if necessary, while keeping a tight control on delivery costs. Internet: broadening the customer base and the product range Since early 2009, Place du March customers have been able to place their orders in two ways - by telephone and by Internet with placedumarche.fr. Telesales are a Group specialty and have been a driving force ever since the company started. Place du March can now boast a call centre with 36 telesales agents and 40 telemarketing employees, who handle orders from its 50,000 customers. The website has attracted new, younger consumers, with different purchasing patterns. The average basket for Internet customers is 123 (up 6.7% on 2009), with an average of 50 items, compared to 20 items and an average basket of 52 for telesales. While Place du March customers are traditionally located in communities of under 10,000 inhabitants, where there are few neighbourhood stores, e-commerce tends to attract a more urban-based, more active, family-type range of consumers While the average age of telesales customers is 62, it is 40 for the Internet Despite these differences, both telesales and Internet customers gain a genuine benefit from home delivery: it makes up for the lack of a neighbourhood stores for the former, while the latter enjoy its flexibility and convenience.

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Corporate governance and operations

Legal structure as of December 31, 2009 and December 31, 2010 Scope of consolidation 2009 and 2010

100%

100 %

Parent company - subsidiary relations

Toupargel Groupe SA is the Toupargel Groupe holding company. Toupargel Groupe SA bills Toupargel and Place du March for management services, as set out within a related party agreement (see special report). The company received dividends from its subsidiary, Toupargel. Toupargel Groupe SA manages the Group's cash on behalf of its subsidiaries and invoices its subsidiaries for related financial income and is similarly invoiced by the subsidiaries for the said income (see special report). Under the terms of a Tax Consolidation Agreement (tax regime provided for under articles 223A et seq. of the French general tax code) Toupargel Groupe SA is the Group parent company and as such recognises in its income any savings resulting thereof and any extra expenses arising from the tax consolidation and is also responsible for paying Group income tax (see special report). 2006 year-end, Toupargel Group granted Place du March a waiver with a clawback clause for its debt of 13,700K, to be invoked when the latter's net assets reach 1 million. On December 30, 2008, Toupargel Groupe SA cancelled a debt of 3,084,000 owed by its subsidiary Place du March (cancellation of financial debts).

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The company's subsidiaries, Toupargel and Place du March, cross invoice, when required, items and services including staff costs, the use of each other's facilities, marketing and canvassing services, the sharing of goods and other services.

Corporate code of governance

Toupargel Groupe SA's corporate governance is based on the MiddleNext corporate governance code for small and midcaps. It should be noted that Toupargel Groupe has a strategic committee, an audit committee and a remuneration and human resources committee. The latter of which does not have any independent directors. Toupargel Group has a single corporate officer, Roland Tchnio, the CEO.
Pierre Novarina, the Deputy Chief Executive of the Toupargel Group is the only Board member to hold a directorship and a work contract. He is not considered to be the chief executive of the company.

The Board of Directors

The Board of Directors helps define business strategy, monitors implementation, evaluates projects, proposes the names of company directors to the General Meeting, overseas management control and ensures the quality of information provided to shareholders is of a high standard. Composition as of February 22, 2011 Messrs Roland Tchnio and Maurice Tchnio are brothers. Mr Maurice Sabah is the cousin of Messrs Roland and Maurice Tchnio. There is no other family relationship between members of the Board of Directors. To the knowledge of the Company, no director has in the past been convicted for fraud, been involved in a bankruptcy, receivership, liquidation, been incriminated or received an official public sanction. No member of the Board or management has, to the knowledge of the company, been prevented by a court from acting as a member of an administrative, managerial or supervisory body of an issuer or been prohibited from managing or supervising the business of an issuer over at least the last five years. Independent Directors The Toupargel Group had four independent directors, Mr. Charles Waldman, Mr Paul Hurtut, Madam Caroline Weber and Mr Jacques-Edouard Charret. Independent directors are selected for their knowledge, judgement and experience. They have no financial, contractual or family relationship likely compromise their independence of judgement. The Toupargel Group applies the following independence criteria: the member must not be an employee or a member of the management board of the company or any company within the group and must not have held any such position over the last 3 years, he/she must not be a client, supplier, investment banker or corporate banker of the group, he/she must not be a reference shareholder of the company, he/she must not have any close family ties with any corporate officer or reference shareholder, he/she must not have been the Company's auditor over the past 3 years.

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There are no Board members elected by the employees. Designated members of the Works Council attend Board meetings.

Gender parity The Board of Directors comprises 7 male directors and 1 female director. Toupargel Groupe intends to comply as soon as possible with the provisions of the law of 27 January 2011 "relating to the gender balance on the Board of Directors and the Supervisory Board and in the workplace. Access to Directors information Prior to each Board of Directors meeting information is sent to members on the progress of the group, its environment, and matters under discussion. A monthly report is sent to each member of the Board of Directors. Members are regularly sent surveys regarding the Group and its sector, as well as documents allowing them to enhance their knowledge of their responsibilities and tasks, corporate governance and changes in laws and regulations.

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Composition of the Board of Directors as of December 31, 2010

Function within the Board; 1st appointment term of office expiry date CEO Main position Directorships held during past Biography and other positions as of December five years which have expired 31, 2010

Roland Tchnio 67 years 1982 - 2012 French Directly and undirectly holds 5,402,431 shares of which 5,401,833 shares via the civil partnership TT Investissements

CEO Toupargel Group SA Group Companies

Group Companies

CEO

Chairman: Toupargel SAS and

Place du March SAS Listed company

Agrigel: merger in 2006

HEC, MBA Harvard, 10-year career, 1972 to 1982, with Toupargel from Schlumberger and Chargeurs, CEO Toupargel Group since 1982.

Vice Chairman of the Supervisory Listed companies

Board of the VDI Group. Unlisted companies

Vice Chairman of the

Supervisory Board of the VDI Group (changed to Limited Company with Board of Directors in 2009).

Chairman: SPSM SAS Board member: Altamir Amboise

Grance SA, Apax Partners & Cie Grance, Apax Partners SA, Financire Pierre Martinet, Lyon Place Financire et Tertiaire, Asvel Basket and AlphaOmega foundation. Manager: Partnership TT Investissements, SCI Mauryland, Sarl Mauryland, and SCI Boulevard Lannes Permanent representative of Toupargel SAS Club du Muse Saint Pierre donation fund Chairman of Apax Partners SA Listed companies Permanent representative of Apax Partners SA within Rue du Commerce and Altran Technologies. Unlisted companies CEO: Altamir Amboise Grance SA CEO: 3AC Finance Chairman: AlphaOmega fundation Manager: Apax Partners SNC Member of the Supervisory Board (Permanent Representative of Apax Partners SA) of Financire des Docks SAS Manager of Partnerships: Galile Partenaires, Galile Partenaires II, Cimarosa, Cimarosa Tubes, Cimarosa Media, Cimarosa II, Lonchamp, Copernic Partenaires, SE Wagram, Moussecarie, Etoile II, AlphaOmega SC. Manager (representative of Apax Partners SA) of Partnerships: Capri, Equa, Firoki, Carmel. Co-Manager of SCI Mauryland Member of the supervisory board: Thom Europe

Maurice Tchnio Company Director 68 years French Directly holds 129,000 1982 -2015 shares and indirectly 3,000,000 shares via Apax Partners SNC

Chairman of Penthivre: term of office expired in 2005 Chairman ofSE Kleber: term of office expired in 2006 Chairman: Socit Europenne Ina and Apax Partners and Compagnie Grance II: terms of office expired in 2007 Chairman ofMMG SAS: term of office expired in 2008 Chairman: Morgap: term of office expired in 2009 Permanent Representative of Apax Partners and Cie Grance II within Amboise Investissement: term of office expired in 2005 Permanent Representative dApax Partners SA within Marc & Laurent: term of office expired in 2005 Permanent Representative Apax Partners SA within Alain Afflelou, Histoire dOr Participations: terms of office expires in 2006 Permanent Representative of MG Participations in Mdiastore: term of office expired in 2006 Permanent Representative of MMG SAS within Altium Capital: term of office

HEC, MBA Harvard, began his career with IDI, then co-founded the Apax Partners group in 1972. He is CEO of Apax Partners SA (Private Equity) and co-founder of AFIC.

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Maurice Sabah 66 years French Holds 4,000 shares Charles Waldman 64 years, French Holds 50 shares Pierre Novarina 58 years, French Holds 1,925 shares

Company Director 1982 - 2015 Company Director 2001 - 2012 Company Director 2004 - 2016

Unlisted companies Board member: Coponat SA

expired in 2007 Permanent Representative Apax Partners SA within Horis, Artacra and MG Participations: terms of office expired in 2007 Permanent Representative dApax Partners SA within Morgan International Participations: term of office expired in 2009 Permanent Representative of Morgan International Participations within Morgan SA: term of office expired in 2009 Member of the Supervisory Board of U10 Partenaires SAS: term of office expired in 2008 Manager of Partnership: Kleber Partenaires: term of office expired in 2007 Manager of Partnership Etoile Partenaires: term of office expired in 2006 Manager of SE Bizet: term of office expired in 2009 Director: Apax Venture Capital Holdings III (Jersey) Ltd: term of office expired in 2009 Member of the Supervisory Board (permanent representative of Apax Partners SA) of Financire des Docks SAS: term of office expired in 2010 Unlisted companies EM Lyon, CEO of Roumi SA (import Chairman: Roumi, Textim: term and export of textiles) from 1970 to 2007. of office expired in 2007 ESSEC, a masters degree in economics, DBA Harvard Business School, Professor of Marketing at INSEAD from 1982 to 2009, specialised in distribution. Degree from ESCP and chartered accountant, Deloitte from 1975 to 1985 (audits, consulting and valuations), he joined the Group in 1986 and is deputy Chief Executive and Director of Administration, Finance and Communications.

Professor at CEIB (China Europe Unlisted companies International Business School), Director: Felix Solis Bodegas (Spain): term of office expired in Shanghai 2005 Deputy Chief Executive of the Toupargel Group Unlisted companies and organisations

Chairman: Syndigel (professional

association).

Company director: Fermob SA

Middlenext (mid-cap stocks committee), Syndigel (professional association). Manager: SCI Mapahua Consultant

Paul Hurtut 66 years French Holds 1000 shares

Company Director 2009 - 2015

Director:

Chairman of the audit committee

of Ferrero France, Belgium and Holland Aid for business start-ups Member of the IFA

Longrine Communication and Editions de lAube: term of office expired in 2004 Active member of Apia, Association of Independent Directors: term of office expired in 2004

HEC, chartered accountant. Audit and consulting missions in Andersen France for the last 30 years; responsible for the food and beverages sector. Resigned from his position as senior partner in August 2001. Is in charge of sponsoring and seeding fund for SMEs

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Caroline Weber 50 years French

Company Director 2010 - 2014

Managing director of Middlenext

Chairman of the European

Association of listed midcaps

Founder member of Apia

Director: SDL (Socit des lecteurs du Monde) and CIDFF Rhne (Centre dInformations des Femmes et des Familles). Manager: Suka Eurl Terms of office ended in 2009 Representative of Casino, Guichard - Perrachon Chairman of Casino International Chairman of the Supervisory Board of Franprix Holding Chairman of the Supervisory Board of Leader Price Holding Chairman of the Board of Club Avantages (Casino + Shell) Director of CBD, Brazilian affiliate of Groupe Casino, Baud, Monoprix SA, Gie SMiles Member of the Board of Dunhumby France. Term of office expired in 2007 Chairman of the GIE SMiles

Jacques Edouard-Charret 46 years 2010 - 2016 French Holds 1,000 shares Company Director

CEO of Quick Group

HEC, degree in Political Science and BA in English, has worked in finance and/or management at IBM France, Groupe GMF Assistance Internationale, Chane et Trame, Cars Philibert. Managing Director of Middlenext since 2007. APM expert in governance. Lecturer in strategy and governance in universities and grandes coles. MBA Cesma (EM Lyon) and Masters in Economics and Management, 1988 to 1992 at Unilever (Fralib), then 1992 - 2009 Executive Vice President of Groupe Casino 2005 2009. He joined the Group on 1 September 2009 as CEO and was appointed chairman of Groupe Quick on 4 January 2010.

Operations The Board of Directors has internal regulations. These regulations describe the responsibilities of the Board, its composition, its functioning (frequency, meeting place, in particular for the board meeting). It recalls the duties of the Directors: compliance with laws and statutes and company interest, independence, loyalty, professionalism, ownership of shares, transaction reporting obligations. The rules recall the necessity of a periodic evaluation of the Board with as objective a review of Board operating procedures to ensure that important issues are suitably prepared and discussed and to assess the contributio n of each director in the work of the Board. A Board evaluation was initiated at the Board of Directors meeting of October 26, 2010 and was analysed at the meeting of February 22, 2011. The demands expressed were taken into account. To the knowledge of the company, there are no conflicts of interest between Board of Directors and Officers duties to the Group (and/or other duties) and their private interests. Board of Directors meetings held in 2010 Four meetings of the Board of Directors were held during FY 2010, on February 19, April 27, July 27 and October 26, 2010. A meeting was also held on February 22, 2011. 96.43% of members attended Board meetings held in 2010. The College of Statutory Auditors also attended the meetings. The meetings were devoted to examining management reports for the period, consolidated and parent company financial statements (quarterly and annual), Audit Committee validation of its remit and conclusions and the validation of financial press releases. The meetings also included additional work. The meeting of 19 February 2010 was devoted to preparing the Shareholders Meeting (appropriation of income, appointments and renewal of directors' terms of office, review of agreements signed,
27

share repurchase program, reports and resolutions, etc.), the appointment of Paul Hurtut as the chairman of the Audit Committee and Caroline Weber as a member of the Committee, the adoption of the Middlenext Code of Governance. The Board also reviewed the Group's human resources situation and its Cap 2013 strategic plan. At the end of this meeting, the Head of Marketing presented the marketing actions carried out in 2010. The meeting of 27 April 2010 again reviewed the Cap 2013 strategic plan, and validated the forward-looking management documents and allocated the remaining stock options. The meeting of 27 July 2010 reviewed the work of the strategic committee of 8 and 9 July 2010, reviewed the Marketing actions carried out in the first half of 2010 and approved a loan agreement. The meeting of 26 October 2010 approved 2 new agreements. The Board reviewed the self-evaluation questionnaire to be completed. The meeting also saw a presentation of the information system by the manager in charge of IT production resources and business intelligence and by the development manager.

Powers of the Managing Director Following the decision of the Board of July 5, 2002 not to separate the functions of Chairman of the Board from those of Managing Director, no formal restriction has been placed on the powers of the Managing Director. Agreements Regulated agreements entered into during FY 2010 or prior years are the subject of a report of the Auditors which is included in this report. Ordinary agreements entered into under normal conditions are included in a list provided to the Board of Directors by the Statutory Auditors and available on request to shareholders. Directors' interests The Toupargel Group has no operating relationship and has not entered into any agreement or arrangement with outside companies for whom members of the Board of Directors are company directors or managers, with the exception of: - Asvel Basket, for which Mr. Roland is a director and for which the Toupargel Group is a team sponsor, this being a regulated agreement. - Apax Partners SNC, the Chairman of which is Maurice Tchnio (Director), signed a consultancy services agreement with Toupargel Groupe SA on 1 January 2009, for which 15K were set aside for 2010 ; -the Club du Muse Saint Pierre (Toupargel SAS representative: Mr. Roland Tchnio), to which Toupargel SAS has undertaken to pay a donation of 50K per year over a three-year period, starting in 2009; no payment was made in 2010, the period was therefore extended until 2012. Toupargel Group SA and its subsidiaries have not granted any loans or guaranteed any debt of members of any administrative bodies or external bodies of the Group with common directors. TT Investissements (the chairman of which is Roland Tchnio) granted Toupargel Group a facility of 5,000K at an annual interest rate of 1%, from 1 July to 30 October 2010 (interest paid: 17K) and a further facility of 3,000K at an annual rate of 1.3% from 1 November to 31 December 2010 (interest paid: 7 K). As of December 31, 2010, shares held by members of the Board of Directors represented 84.48% of the capital and 91.30% of the voting rights.

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 A member of the Board, Mr Peter Novarina, has an employment contract with the Toupargel Group. As Deputy Managing Director, he is not considered to be the chief executive. Mr. Roland Tchnio, Chairman, receives a remuneration from the Toupargel Group. In February 2005, Mr. Roland Tchnio contributed 2,800,000 Toupargel Group shares to the TT Investissements partnership in which Mr. Roland Tchnio is the managing partner. Mr. Roland Tchnio contributed 2,499,000 shares to TT Investissements in June 2010. TT Investissements also acquired 17,814 shares in Q3 2010, and 2525 shares in January 2011. Mr. Paul Hurtut acquired 500 shares in May 2010. Ms. Caroline Weber acquired 10 shares in April 2010 and 14 shares in November 2007. Mr. Jacques-Edouard Charret acquired 1000 shares in January 2011. Summary table of remuneration and options granted to directors
In 000s Mr Roland Tchnio, CEO Compensation due for the year Value of options granted during the year Value of options granted during the year Total Mr Pierre Novarina, Finance director Compensation due for the year Value of options granted during the year Value of options granted during the year Total 2009 188 None None 188 167 None None 167 2010 188 None None 188 170 None None 170

Summary of the remuneration of each company director

Name and position FY 2009 Amounts due and paid in 000s 188 None None None 188 FY 2010 Amounts due and paid in 000s 188 None None None 188

Mr Roland Tchnio, CEO Fixed remuneration Variable remuneration Exempt remuneration Directors fees Total Mr Pierre Novarina, Deputy Managing Director Fixed remuneration Variable remuneration Exempt remuneration Directors fees Total

157 10 None None 167

160 10 None None 170

Mr. Pierre Novarina as an employee benefits from the profit sharing scheme.

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Table of Directors' fees Attendance fees are paid to independent directors attending the Meetings.
Member of Board of Directors Mr Hartmut Kramer (1) Mr Charles Waldman Mr Paul Hurtut Mr Jacques-Edouard Charret (2) M. Caroline Weber (3) Total Directors fees paid in 2009 (000s) 11 11 11 33 Directors fees paid in 2010 (000s) 11 24 5 22 62

(1) Mr. Hartmut Kramer died in November 2009. (2) Mr. Jacques-douard Charret was appointed at the Shareholders' Meeting of 27 April 2010. (3) Ms. Caroline Weber was co-opted at the Board meeting of 19 February 2010, confirmed by the Shareholders Meeting of 27 April 2010.

Table of fees paid

Censor Fees paid in 2009 (000s) 13 5 Fees paid in 2010 (000s)

H & R Consulting represented by Mr Paul Hurtut (1) Mr Paul Hurtut (2) Mr Jacques-Edouard Charret (3) 5 Total 18 5 (1) Includes participation in the Audit Committee, Risk Committee and a Working Group on the CNIL. (2) Includes participation in the Risk Committee and a Working Group on the CNIL. (3) Fees paid prior to his appointment by the Shareholders Meeting of 27 April 2010.

Stock subscription or purchase options granted during the year to each corporate officer

None
Stock options exercised during the period by each company director None Stock granted during the period to each company director for performance None Stock that became available during the period to each company director for performance None

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Record of stock option grants

Meeting dates (subscription scheme) Meeting dates (purchase scheme) Date of Board of Directors meeting Total number of shares that could be suscribed or bought of which subscribed or bought - by company Directors - by the top 10 salaried entitlements Starting date for the exercise of options Expiry date Subscription or purchase price Options lost by the original beneficiaries Number of shares subscribed - of which during the year Number of shares bought - which during the year Number of options outstanding 2008 Plan 27 April 2007 27 April 2007 25 April 2008 200,000 15 000 112,500 26 April 2010 25 April 2013 25,75 37 500 None None None None 162,500 2009 Plan 27 April 2007 27 April 2007 2010 Plan 27 April 2007 27 April 2007

27 October 2009 27 October 2009 15,000 22,500

15,000 28 October 2011 27 October 2014 25,75 None None None None None 15,000

22,500 28 April 2012 27 April 2015 25,75 None None None None None 22,500

Stock options granted to top 10 employees not company director and options exercised by them None Additional information on the remuneration of company directors There is no leaving bonus. There is no arrival bonus in force in the Group. There is no special pension plan for corporate officers. Messrs. Roland Tchnio and Pierre Novarina belong to the pension scheme applicable to all Group management Company directors receive no compensation under a social clause. They do not benefit from noncompetition indemnities, nor can they receive severance compensation. Deferred Compensation
Director concerned Mr Pierre Novarina Provision for pensions recognized Provisions for seniority awards recognized Total 2009 (in 000s) 81 8 89 2010 (in 000s) 90 8 98

Mr. Pierre Novarina is an employee and therefore receives a Retirement Benefit, as set out by the collective agreement for the food industry wholesale sector, CCN n 3044). Other information on management compensation
In 000s Executive Committee Remuneration (11 persons) 2009 1 548 2010 1 497

(1) : Mr. Matthieu Malkani-Giraud joined the company in 2010 and is not included in this table.

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Compensation paid to the five and ten top highest-paid officers

In 000s Toupargel Group (5 persons) Toupargel SAS (10 persons) Place du March (10 persons in 2009, 5 persons in 2010) 2009 684 1 247 320 2010 691 1 227 204

Board Committees
The Strategy Committee Chaired by Roland Tchnio, it includes Maurice Tchnio, Pierre Novarina (directors) and key managers of the Toupargel Group. Its purpose is to discuss Group strategy after receiving full information and prepare for implementation of policy decisions. It met once in 2010. The attendance rate was 100%. The Audit Committee The committee is chaired by independent directors Paul Hurtut and Caroline Weber. The two directors have the requisite financial and accounting experience and competencies for the fulfilment of their remit. An Audit Committee charter has been drawn up, along with a guide and a detailed schedule. The charter sets out the Committee's remit (assisting the Board of Directors in its supervisory role), its members, its operations, its degree of authority, its responsibilities and objectives. The Audit Committee met 4 times in 2010. The attendance rate was 100%. During its meetings, the Audit Committee formed an opinion as to the annual and periodic financial statements, and received information from the Statutory Auditors. It also received information on risk control and internal control within the Group and from several Managers, including the Head of Accounts, the Head of Controlling and the Head of Human Resources. The Committee also received information from the CEO and the Senior Vice President in charge of Finance and the Company Treasurer. It reviewed the internal audit plan and the main conclusions of the auditor's assessment. In its meeting of 17 February 2011, the Audit Committee carried out a self-evaluation of its operations. The Remuneration and Human Resources Committee The Remuneration Committee comprises Mr Maurice Tchnio, chairman, and Mr Maurice Sabah. It met on June 1st, 2010. The attendance rate was 100%. Its scope of action goes beyond work on the remuneration of company directors (only one person is concerned, Mr. Roland Tchnio). It defines the general remuneration policy of the management team. It gives advice and guidance on the "incentive" system for sales executives. It gives advice and guidance on recruitment, training and staff assessment. No independent directors sit on the Remuneration and Human Resources Committee.

Other Committees
The Board has not established a selection and appointments committee. The Board deals directly with all questions normally the responsibility of this committee.

The Executive Committee

The Executive Committee is the cornerstone of Toupargel Group corporate governance - it implements corporate strategy, manages the company's projects and oversees the group's operations. It meets 10 times a year.
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Operational organisation
Operations are divided into 2 departments: - the Sales department, managed by Romain Tchnio, which supervises the 7 regional departments, - the Development department, managed by Matthieu Malkani-Giraud, which is in charge of attracting and retaining new customers, and the telemarketing pools. The Head of Sales, Regional Managers and Head of Development meet every month as part of the Operational Committee, in order to examine sales results, and to monitor and set up promotional campaigns and organisational actions, in coordination with back-office departments. For Place du March, operations are managed directly by Fabian Utzig.

The main remits of the operations departments

The Marketing department o Sales Marketing department "help drive new customer recruitment and customer loyalty" Implement the tools and resources for growing sales and gross margin. Supervises Sales Marketing, Publications, Customer loyalty. o Product Marketing "drive and enhance the product range" Set out the product marketing strategy, drive product policy and coordinate the price policy. Supervises: Product Development, Culinary Advisor, Competition Monitoring: o The Purchasing and Procurement Department "source the best products at the best trade terms" Monitor the specifications set out by Product Marketing, optimise product flow management by setting up partnerships with suppliers. Supervises: Purchasing, Procurement, Purchasing Administration Quality Department "Ensure service and product quality and food safety" Supervises: Product Quality, Health Certifications, Quality Management System, Food Crisis Management. Information Systems " design and implement information tools required for Group operations" Supervises: Studies and Development, Networks and Telephony Management, User Support, It Production Resources, Application Support, Internet and Intranet Support, Decision System. Human resources "integrate and support employees". Handle all aspects of human resources and skills development in order to drive employee efficiency, loyalty and motivation. Supervises: Employee administration, Training, Human Resources, Payroll Finance, Communication and Technical Services Department "Manage and drive corporate finances and set out Group communication strategy Supervises: Accounting, Comptrolling, Financial Analysis, Legal, Communication, Technical Services. Logistics Department "Prepare orders received on a daily basis and manage their timely shipment to the delivery agencies".

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Control
The report of the Chairman on internal control
Pursuant to Article L. 235-37 of the Commercial Code and in accordance with the law of July 3, 2008 implementing the provisions of European law on corporate governance and internal control (4th and 7th EU directives), the report of the Chairman of the Board of Directors is designed to provide a report to the shareholders on the conditions governing the preparation and organisation of the work of the Board of Directors as well as procedures for internal control and risk management put in place by the company. This report was prepared by the Chairman with the assistance of the Group Finance Department. It was reviewed by the Audit Committee on February 17, 2011 and approved by the Board of Directors on February 22, 2011. Given that various business activities of the company are carried out by subsidiaries, this report covers all controlled companies included in the Group consolidation scope. Toupargel has two business segments: the "Frozen foods" activity with Toupargel, the "Fresh foods and groceries" activity with Place du March. This activity represents nearly 6% of business volume.

Corporate governance
Reference Code

Toupargel Group corporate governance was previously based on the AFEP-MEDEF code. Toupargel Group now, however, uses the MiddleNext corporate governance code for small and midcaps (available on the middlenext.com and toupargelgroupe.fr websites), which we consider better suited to our Group's context.
It is recalled that: the functions of Chairman and Managing Director have not been separated in order to ensure consist policy. There is no limitation of power for the latter function; the remuneration committee does not include an independent director. Its responsibilities were expanded to include executive remuneration policy in general as well as recruitment and training policies; only one director has an employment contract, Mr Peter Novarina, Deputy Managing Director, not considered to be the Chief Executive; Conditions governing the preparation and organisation of the work of the Board of Directors The composition of the Board of Directors, its rules, tasks, methods of operation, are dealt with in the "Corporate Governance" section of this report. The Board of Directors comprises eight members. Four directors are considered as independent.

Following the death of Mr Hartmut Kramer, one of the Board's independent directors, in November 2009, Ms Caroline Weber was voted in as the new independent director at the

34

Board of Directors meeting of February 19, 2010. A new director, Mr. Jacques-douard Charret
was voted in at the Shareholders Meeting. The board has internal regulations (published in www.toupargelgroupe.fr) which outline the rights and duties of board members in addition to legal, statutory and regulatory requirements. The Board of Directors met four times in 2010. The attendance rate was 96%. Documents are sent to members prior to each meeting to facilitate preparation of subjects for discussion. In addition, directors receive a monthly report on the Groups business. In 2010, the Board finalised the annual and quarterly financial statements, reached decisions on documents to be sent to shareholders and investors, the stock option plan and strategic projects. It received information from the Group's managers. The Board periodically conducts a self-evaluation, the last of which was carried out in the Board's final meeting in 2010 and analysed at the Board Meeting of 22 February 2011. The Directors expressed their general satisfaction with the way the Board Meetings were prepared and conducted. The committees of the Board, namely for Toupargel Group, the strategy committee, audit committee and remuneration committee. Their composition and missions are described in the "Corporate Governance" section. The Strategy Committee met once in 2010 and worked on 2013 plan. The Audit Committee met four times in 2010, prior to the Board of Directors meetings. The attendance rate was 100%.The Remuneration and Human Resources Committee met once in 2010. The attendance rate was 100%. Remuneration paid to directors Independent directors are paid attendance fees (2,700 per session in 2010) for their participation in Board meetings and specialised committee meetings (audit committee only). Other directors receive no compensation for attending Board meetings or committees. Mr Roland Tchnio, CEO, receives a remuneration (fixed only) from Toupargel Group, determined in the framework of the remuneration and human resources committee. Mr. Pierre Novarina, deputy managing director, receives a remuneration pursuant to his employment contract with Toupargel Group which comprises a fixed element and a variable element based on the achievement of the Group results objective and personal goals. He is a recipient of stock options. The summary tables of remuneration and related are included in the "Corporate Governance" section. Attendance at shareholders meetings The way in which shareholders can participate in meetings are set out in the Articles of Association (available from head office and www.toupargelgroupe.fr).

Internal control
Definition: Internal controls in force in the company are designed: to ensure that acts of management, execution of operations and conduct of staff fall within the framework defined by the guidelines governing corporate activities, applicable laws and regulations, and internal values, standards and rules of the company; to analyse, prevent and control risks resulting from business activities as well as risks of errors or fraud, in particular in the accounting and financial areas;
35

to safeguard assets; to verify that accounting, financial and management information presented to corporate and external entities fairly reflects the business situation of the company. The control system cannot however provide an absolute guarantee that such risks have been entirely eliminated.

Reference source used The Group is progressively applying the reference framework and guidelines published by the Financial Markets Authority. Internal control processes Control environment Increasing awareness among staff: Group values, customer attention, operating excellence, ambition and team spirit, are disseminated within the entities that comprise it when staff arrive as well as via the integration process. The Group has drawn up a charter of ethics based on five major principles, responsibility, respect, transparency, trust and integrity. Similarly, delegations of authority have been put in place. An internal "CNIL" commission has been set up (one meeting in 2009) to verify that recommendations of the CNIL are respected, and if necessary make any changes that might be needed and increase staff awareness. Definition of functions and tasks: each item is described precisely and tasks and objectives are reviewed regularly. Incentives are provided. Delegations of authority: delegations of authority have been established in particular in the areas of hygiene and safety, product quality, the environment, compliance with labour law and financial legislation. Staff Training: the training of staff in group businesses is designed to help staff carry out operations within the Group. Key Players - The Board of Directors which helps define business strategy, monitors its implementation, evaluates projects, proposes the names of company directors to the General Meeting, overseas management control and ensures the quality of information provided to shareholders is of a high standard. The Board of Directors has internal regulations. A monthly reporting facilitates the monitoring of operations. - The Audit Committee (see Corporate Governance), has a charter and guidelines. - The Remunerations and Human Resources Committee (see Corporate governance). - The Risk Committee, responsible for mapping the risks that could affect the company and for defining action plans. - The internal "CNIL" commission (see above) - The Executive Committee (its tasks are outlined in the "Operations" section - The Departments -Operational and functional managers including: The Quality Department in charge of the quality management system, quality controls, platform authorisations, consumer services and environmental standards;
36

 The IT Department, responsible for the security and maintenance of information systems; The Human Resources Department, responsible for enforcing laws, regulations and social agreements and which implements human resources management policy; The Finance Department and Management Control; The Audit group, which has the dual task of monitoring the Quality Management System and Internal Control. Main references and actions - The identification of major risks: under the guidance of the Risk Committee, a mapping of major risks has been carried out. The mapping is reviewed each year and recommendations implemented. Risks associated with current projects are analysed more specifically. Risk analysis is included in the risk factors section of this report. Penetration tests were carried out on our computer system in 2009 and resulted in the recommendations implemented in 2010. - The identification of occupational risks: under the guidance of the Human Resources Department, an identification of occupational hazards has led to the creation of a "single document" for each entity, and implementation of recommendations is monitored. -A workplace well-being and performance committee is tasked with managing psychsocial risks and with managing a unit, set up in conjunction with an external partner in 2010, offering psycological counselling to employees with such a need,. -The quality charter: The charter was drawn up in 2000 by working groups representing all business units within Toupargel. It is one of the elements introduced in the context of the Quality Management System development process which places customer satisfaction at the centre of the concerns of the various departments. - The Quality Management System identifies corporate processes and describes them. It assesses associated risks and determines how to control them, namely via control procedures (manual and dissemination via the intranet), indicators and skills. Lastly, it sets action plans. - The Charter for the use of the information system sets out user rights and obligations. - The Charter for social networks sets up the basic rules for employees expressing opinions on social networks. - The Sustainable Development process, with a Manager of Sustainable Development, measuring corporate carbon footprint and defining actions. - Procedures manuals: they describe procedures within each entity. They are also available through the intranet. In 2010, over 50 procedures were updated, drafted or deployed. Internal control processes relating to the preparation and processing of financial and accounting information Key Players -The Group Financial Management Department in charge of consolidation, group reporting, communications, financial planning and reporting to the Board of Directors. -Management control (which reports to the Finance Department) and which produces financial statements in liaison with the accounting Department, scorecards and budgets. -The auditing of quality control is carried out by the Audit department. Main references and actions -Chart of accounts common to all Group entities. -Cost accounting facilitating the monitoring of profit and cost centres. -Consolidated and company financial statements process: planning of monthly, quarterly, yearly financial closings.
37

- Revision manual facilitating the justification of the financial statements. -Consolidation procedures: rules and accounting methods, consolidation documents and planning. - Budget process and monthly monitoring. - Procedures for identifying off-balance sheet items. -Reporting: one format for internal reporting and documents for the Board of Directors. - Audit of processes for producing financial and accounting information, in line with local AMF guidelines, - Financial communications: procedures, presentation and strict definition of roles. The Group, the business of which is the distribution of food products to households, monitors the following items: - sales (daily, monthly, with detailed multi-criteria analysis), - sales margin (daily, monthly with detailed analysis of components), - physical inventories, - staff costs: company reporting (monthly), - vehicle costs (direct costs, claims) - telephone costs (monthly) - logistical costs (monthly) -telesales and development performance. The majority of costs are monitored in periodic indicator reports (monthly, quarterly and half yearly). Accounting and management control items are reviewed and discussed in the Executive Committee and by the Board of Directors. Verification of the fairness and reliability of information -As part of the audit plan, regular audits are carried out to ensure that procedures are followed by sales agents with regard to cash receipts and at headquarters with regard to the commitment process and approval of invoices. Self evaluation of delivery business Internal Control was set up in 2010. -The accounts are reviewed both internally and by external auditors. -The fairness of operations is reviewed by specialised outside firms (social matters, taxation and auditing). Action Plan 2011 The main lines of the 2011 - 2012 Action Plan are as follows: -Implementation of the internal audit plan; -Procedures: updates, including an alert procedure, review and implementation of crisis

management procedures:
- signature of a contract for an external food crisis medical unit - Implementation of labour dispute management unit - Implementation of an image crisis management unit - Implementation of a delivery crisis management unit

- Reporting: improved monitoring of "non-qualities" impacting sales and margin.

-contracts: identification of major contracts in force within the Group. Signed in Civrieux dAzergues, on February 17, 2011 The Chairman of the Board of Directors, Roland Tchnio

38

COMPANY AUDITOR AND INTERNAL CONTROL 11 rue Auguste Lacroix 69003 LYON

DELOITTE & ASSOCIES Immeuble Park Avenue 81 boulevard de Stalingrad 69100 VILLEURBANNE

TOUPARGEL GROUP French limited liability company (Socit Anonyme) 13 chemin des Prs Secs - 69380 CIVRIEUX OF AZERGUES

Report of the Statutory Auditors, established pursuant to Article L.225235 of the Commercial Code, on the report of the Chairman of the Board of Directors of theToupargel Group
Year ended December 31, 2010 To the Shareholders, In our capacity as Statutory Auditors of the Toupargel Group, and pursuant to the provisions of Article L.225-235 of the Commercial Code, we hereby present our report on the report prepared by the Chairman of your company, in compliance with the provisions of Article L.225-37 of the Code of Commerce for the year ended December 31, 2010. It is the responsibility of the Chairman to prepare and submit for approval by the Board of Directors a report commenting on internal control procedures and risk management in place within the company and providing other information as required by section L.225-37 of the Commercial Code, particularly with regard to corporate governance. It is our responsibility: -to present you with our observations on the information contained in the Chairman s report on internal control procedures as regards the preparation and processing of financial and accounting information, and -to certify that the report includes the other items of information as required by Article L.225-37 of the Commercial Code, it being stipulated that it is not our responsibility to verify the sincerity of these other items of information. We conducted our work in accordance with professional standards applicable in France. Information concerning internal control procedures relating to the preparation and processing of financial and accounting information Professional standards require that due diligence be exercised in order to appreciate the fairness of information on internal control procedures relating to the preparation and processing of financial and accounting information contained in the report of the Chairman. This due diligence consists in particular in: taking note of internal control procedures relating to the preparation and processing of accounting and financial information underlying the information presented in the Chairman's report and existing documentation;
39

taking note of the work involved in preparing such information and existing documentation; -determining whether major deficiencies in internal control processes relating to the preparation and processing of financial and accounting information encountered in the context of our mission require appropriate information to be included in the report of the Chairman. Based on this work, we have no comment to make on the information on internal control procedures of the company relating to the preparation and processing of financial and accounting information contained in the report of the Chairman of the Board of Directors, established pursuant to the provisions of Article L.225-37 of the Commercial Code. Other information We confirm that the report of the Chairman of the Board of Directors includes the other items of information required by Article L.225-37 of the Commercial Code. Lyon and Villeurbanne, March 28, 2011 The Statutory Auditors COMPANY AUDITOR AND INTERNAL CONTROL Jacques CONVERT Managing Partner DELOITTE & ASSOCIES Alain DESCOINS

40

External control
Statutory Auditors
Deloitte & Associes 81, boulevard de Stalingrad 69100 Villeurbanne represented by Mr Alain Descoins, appointed by The Combined General Meeting of May 12, 2006 for a term ending on the day of the General Meeting held to approve the financial statements for the year ended December 31, 2011. Company Auditor and Internal Control (SAFICI) 11, rue Auguste Lacroix 69003 Lyon Represented by Mr Jacques Convert, appointed by the Combined General Meeting of April 27, 2007 for a term ending on the day of the General Meeting held to approve the financial statements for the year ended December 31, 2012.

Alternate Auditors
Cabinet Beas 7-9, Villa Houssaye 92200 Neuilly-sur-Seine, appointed by the AGM of May 12, 2006 for a term ending on the day of the General Meeting held to approve the financial statements for the year ended December 31, 2011. Jean Vuillermoz 1, avenue Flix Faure 69007 Lyon Appointed by the Ordinary General Meeting of April 27, 2007 for a period of six years, i.e. until the term of office expires after the Ordinary General Meeting called to approve the accounts for financial year ending December 31, 2012. Mr. Vuillermoz has now retired and his replacement by the Union d'tudes Comptables, represented by Philippe Dubost, 14, rue de la Charit Lyon (69002), was put to the vote of the shareholders meeting of 27 April 2011.

41

Statutory Auditors' remuneration (excluding expenses)

(thousands) Safici Amount 2009 2010 Audit - Statutory Audit of company and consolidated accounts Issuer 25 Fully consolidated subsidiaries - Other procedures and services directly related to the statutory auditor's mission Issuer Fully consolidated subsidiaries Sub-total 25 - Other services rendered by the networks to fully consolidated subsidiaries Legal, tax and corporate Others Total 25 26 100% 100% 33 87 33 89 27% 73% 27% 73% Percentage 2009 2010 Deloitte & Associs Amount Percentage 2009 2010 2009 2010

26

100%

100%

14 134

122

100%

100%

26

100%

100%

134

122

100%

100%

42

Shareholder's and investor's information

Stock market listing information - Date listed on the Second March - Listing price - ISIN code - Bloomberg code - Reuters code - Index component 3 December 1997 3.81 FR0000039240 TOU TPGEL.PA CAC Small, CAC Mid & Small, CAC All-Tradable, CAC All-Share, Gaia Index C compartment 5330 (Food & Drugs Retailers), 5337 (Food Retailers & Wholesalers) yes yes 1,010,328 euros 10,103,282 0.10 13.52 13.5% 18.5 million 136.6 million

- Euronext Paris - FTSE classification (ICB) - Sub-sector - Investment trust eligibility - Middlenext member - Member share capital at 31 Dec. 2010 - Number of ordinary shares - Par value - Share price at 31 december 2010 - Percent of publicly held shares at 31 December 2010 - Value of publicly held shares at 31 December 2010 - Stock market capitalisation at 31 December 2010

Company shareholders

(Sources: Euroclear, Caceis)

43

There were over 2,630 registered and bearer shareholders at 11 March 2011 (including 2,490 individuals) (Sources: Euroclear and Caceis). Investment companies and institutional investors had shareholdings of 5.2% (6.8% at 13 march 2010).

Share price and trading volume evolution

(Source: Nyse Euronext)

Period December 1997 Year 1998 Year 1999 Year 2000 Year 2001 Year 2002 Year 2003 Year 2004 Year 2005 Year 2006 Year 2007 Year 2008 Year 2009 Year 2010 January 2010 February 2010 March 2010 April 2010 May 2010 June 2010 July 2010 August 2010 September 2010 October 2010 November 2010 December 2010 January 2011 February 2011 (Source: Nyse Euronext)

High price () 3.81 4.61 4.50 4.95 4.31 4.42 10.34 32.80 33.47 43.78 43.85 27.20 18.10 17.17 16.79 16.73 17.17 16.60 16.64 16.49 16.00 15.93 15.05 14.90 14.00 13.77 14.49 15.54

Low price () 3.36 2.42 2.00 4.25 3.77 3.99 8.64 15.76 30.24 39.09 26.90 10.53 12.04 12.12 15.18 14.8 15.64 15.60 14.77 14.95 15.00 14.75 14.20 13.20 12.12 12.50 13.78 13.45

Trading volume 678 620 1 645 368 1 032 660 648 832 441 400 994 008 880 584 527 353 635 074 706 511 1 363 581 649 133 900 706 623 532 39 555 16 635 46 936 51 028 77 484 24 682 21 892 13 638 36 194 75 393 98 651 121 444 83 499 87 570

Trading (thousands) 2 512.65 6 460.39 3 463.91 3 197.04 1 831.26 1 731.48 7 969.07 12 693.00 19 870.00 29 164.69 52 301 11 657 13 568 9 125 629 262 772 828 1 198 393 338 207 532 1 054 1 333 1 579 1 176 1 257

value

44

Cash dividend distribution policy

The Board of Directors is responsible for recommending any distribution of dividends, on the basis of Group investment needs, the business climate and any other factor it considers important. Toupargel Groupe SA has, on a regular basis, paid out over 60% of its consolidated net income in the form of dividends. The Shareholders Meeting of 27 April 2011 is being asked to approve the payment of a dividend of 1.0 per share, 50% of which is to be paid in cash or in stock with payment on 30 June 2011. On a constant scope basis (excluding acquisitions and allowing for stable results), the company intends to keep dividends at a high level over the forthcoming years. Caption: Change in dividends per share (in )

(p) proposed by the General Meeting at 27 April 2011, distributable either 100% in cash or 50% in cash and 50% in shares.

Share yield
Dividend per share Share price on 31 December Share yield 2005 1.5 34.9 4.3 % 2006 1.5 41.53 3.6 % 2007 1.5 26.50 5.7 % 2008 1.0 14.00 7.1 % 2009 1.0 15.30 6.5 % 2010 1.0 (p) 13.52 7.4 %

(p) proposed by the General Meeting at 27 April 2011, distributable either 100% in cash or 50% in cash and 50% in shares.

Financial advisor
Toupargel Groupe SA appointed Caceis Corporate Trust as its financial advisor. For the management of registered shares, please contact: CACEIS Corporate Trust 14 rue Rouget de Lisle 92130 Issy Les Moulineaux - France Tel.: +33(0)1 57 78 34 44 Fax: +33(0)1 49 08 05 80 Email: ct-contact@caceis.com
45

Promoter ensuring the stock's liquidity

Oddo 12 boulevard de la Madeleine 75440 Paris Cedex 09 - France Tel +33(0)1.44.51.85.00 Toupargel Groupe SA entered into a liquidity agreement with investment services provider Oddo on 1 December 2006, with application on 1 January 2007, with the objective of entering into a share management program on the secondary market for ensuring the liquidity of the Toupargel Groupe share. The agreement is compliant with both the model established by AMAFI (Association Franaise des Marchs Financiers (1), recognised by the French financial market authority, and the guidelines set out by the French market authority. When the agreement came into effect, Toupargel Groupe SA deposited 100,000 in the liquidity account, which was increased by 30,000 on 28 January 2008.
(1) AMAFI's remit is to help promote and develop investment services and investment banking in the French financial markets.

Financial transparency and performance

2011: No.1 in the Gaia Index (retail sector) 2007: Prize for the best annual report in 2006 for listed companies outside the SBF 120 index, awarded by la Vie Financire and les Echos 2007: 2nd prize for governance awarded by AGEFI 2005: Received the Midcaps Excellence Award from Euronext, Middlenext and Oddo & Cie based on the company's overall performance 2005: Received the Midcaps Economic Performance Award from Euronext, Middlenext and Oddo & Cie based on the company's growth and profitability 2005: French and Rhone Alps Region Entrepreneur of the Year award given to Roland Tchenio 2005: Selected third-best in financial communication by Boursorama 2004: Selected second-best financial site for 2004 by Boursorama 2004: French and Rhone Alps Region Performance award given by Le Nouvel Objectif Rhne Alpes and Lyonnaise de Banque 2002: Received the 'Cristal Award for financial transparency' from Investir (Second Marche companies) 2000: Received the 'Second Marche Best Annual Report for 1999' award from Vie Financiere.

2010 publications for shareholders and analysts

Annual Report 2009: 400 copies distributed in French, with English version available online. This report was sent upon request to analysis, funds managers, institutions, banks and individual shareholders, and distributed via the web site. Corporate Brochure produced in 2,000 copies 2009 Operations Report, distributed to shareholders attending the General Meeting of 27 April 2010
46

Press releases on sales and quarterly results in French and in English. A Boursorama campaign was set up to publish the 2010 annual results.

Other documentation
- Legal documents (bylaws, Minutes of General Meetings, Statutory Auditors' Reports) and the list of current agreements may be consulted at Toupargel Groupe's head office located at: 13 chemin des Pres Sees 69380 Civrieux d'Azergues, France. The company makes available to any shareholder upon request the social statement of Toupargel and Place du March, pursuant to articles L 438-1 and following in the French labour work. - Web site: www.toupargelgroupe.fr. Toupargel has made its Web site available to the public in French and in English where its Annual Report may be downloaded. The site also contains all regulatory information provided to AMF. Toupargel may also be accessed though external Internet links, including Nyse Euronext (www.euronext.com), AMF (www.info-france.org) and Thomson Reuters (www.hugingroup.com).

Actions for individual shareholders

Toupargel participated in 2010 at the Actionaria Trade Fair in Paris on Nov. 18 and 19. Nearly 1,000 people visited the booth.

Actions with analysts and fund managers

The Toupargel Group participated in one-to-one or conference meetings with analysts and funds managers. An SFAF meeting was held in February 2010 when the 2009 yearly results were published. This meeting was broadcast in an audio conference via the Toupargel Web site. The publication of sales and half-year results in July 2010 was followed by a conference call with analysts and fund managers. An SFAF meeting was held in February 2011 when the 2010 yearly results were published.
(1) SFAF (Socit Franaise des Analystes Financiers): association of investment and finance professionals which seeks to improve techniques for financial analysis and the development of high-quality financial and economic information. SFAF provides support for companies in organising their meetings for communicating financial information.

The budget
Direct expenses for stock market marketing amounted to 93,000 in 2010 (91,000 in 2009).

Press relations
The Toupargel Group maintains regular relations with the financial and economic press,the regional press, TV and radio through press releases and interviews, and held a press conference in February 2010 to announce its results for 2009 and in February 2011 to announce its results for 2010.

Analysts following the stock in 2010

Raphael Hoffstetter Jrme Chosson Christine Ropert Caroline David-Tracaz Oddo Midcaps IDMidcaps Gilbert Dupont Groupe Viel Tradition rhoffstetter @oddo.fr jchosson@idmidcaps.com christine.ropert@gilbertdupont.fr caroline.david-tracaz@viel.com
47

Relations with shareholders, analysts and investors

Persons responsible for information Roland Tchnio Chairman and CEO Pierre Novarina Deputy Managing Director, in charge of financial communications Karine Pareti communication, relations with press Cyril Tezenas du Montcel Financial analyst, relations with analysts and shareholders Contacts: Email: infofinanciere@toupargel.fr Tel: +33 (0) 4 72 54 10 00 Fax: +33 (0) 4 27 02 61 95

2011 events (*)

27 April 2011 30 June 2011 28 July 2011 Release of 2011 1st quarter sales and results (after market close) Annual General Meeting in Lyon Dividend payable Release of 2011 1st half year sales and results, (after market close) Conference call on sales and results for 1st half year ending 30 June 2011 Release of 2011 3rd quarter sales and results, (after market close) Actionaria exhibition at the Palais des Congrs, in Paris Release of 2011 4th quarter sales, (after market close)

27 October 2011 18/19 November 2011 12 January 2012

* Subject to change

48

KEYS FIGURES AND RATIOS

Income Statement
in 000s Sales Ebitda Operating income Financial cost Ordinary income before taxes Taxes Net group profit share Cash flow Free cash flow 2006 379.5 46.6 37.8 -1.0 36.8 -12.8 24.0 35.2 19.5 2007 363.5 36.8 28.5 -1.4 27.1 -9.4 17.7 28.9 5.7 2008 365.9 35.4 24.1 -1.5 22.6 -7.9 14.7 27.9 19.4 2009 359.1 32.0 21.0 -0.5 20.5 -7.6 12.9 24.6 16.1 2010 351.5 30.0 21.9 -0.2 21.8 -8.9 12.9 21.2 17.6

Balance sheet
In 000s Balance sheet total Shareholders equity Gross indebtedness Net indebtedness Non current assets Industrial investments Variation in working capital requirements Working capital requirements Variation in WCR Cash position Change in cash position 2006 173.7 78.0 18.7 16.0 151.3 11.3 -7.9 -46.0 4.5 2.8 12.4 2007 180.3 76.6 34.8 29.0 151.4 11.2 15.3 -33.7 12.3 5.8 3.0 2008 172.5 75.5 25.0 24.4 150.9 11.0 -7.4 -37.7 -2.2 0.6 -5.2 2009 174.3 77.9 28.1 17.8 146.5 6.9 11.6 -35.9 1.8 10.3 9.7 2010 169.7 80.7 19.8 12.3 144.8 9.1 -4.0 -37.1 -1.2 7.5 -2.8

49

Ratios
2006 Net earnings per share (in ) Cash flow per share (in ) Net assets per share (in ) Coverage of financial expense (1) (x times) Leverage ratio (2) (x times) Gearing (3) Operating margin (4) Net margin (5) Return on equity (6) Return on assets (7) Asset turnover (8)(x times) Return on capital employed (9) (ROCE) (1) Operating income/financial expenses (2) Net bank debt/gross operating income (3) Net debt/equity capital (4) Operating income/sales (5) Net income/sales 2.38 3.48 7.72 23.1 0.34 20 % 10.0 % 6.3 % 44.5 % 21.8 % 2.2 24.1 % 2007 1.76 2.87 7.62 15.8 0.79 38 % 7.8 % 4.9 % 30.1 % 15.8 % 2.0 16.1 % 2008 1.48 2.81 7.61 12.9 0.69 32 % 6.6 % 4.0 % 24.3 % 14.0 % 2.1 13.9 % 2009 1.31 2.48 7.87 26.3 0.55 23 % 5.8 % 3.6 % 19.9 % 12.0 % 2.1 12.0 % 2010 1.30 2.15 8.15 53.5 0.41 15 % 6.2 % 3.7 % 19.0 % 12.9 % 2.1 12.1 %

(6) Net income/equity capital (before result) (7) Operating income/total assets (8) Sales/total assets (9) Operating income after tax/net fixed assets + WCR

Investments
in 000s Industrial (CAPEX) Total CAF / CAPEX CAF / Total investments 2006 11.3 11.3 3.1 3.1 2007 11.3 11.3 2.5 2.5 2008 11.0 11.0 2.5 2.5 2009 7.0 7.0 3.5 3.6 2010 9.1 9.1 2.3 2.3

The Group invests exclusively in France. Investments amounted to 9,058,000 in 2010 (6,954,000 in 2009). This mainly represents renewal of vehicles over 5/6 years, acquisition of equipment to improve sales agencies and acquisition of IT equipment. Group capital expenditure on logistics facilities over the past few years have primarily involved the Chalon sur Sane (Place du March) logistics hub in 2002, Argentan (Toupargel) in 2004 and Montauban (Toupargel) in 2005. Routine capital expenditure amounted to 10 million and involved for the most part the renewal (vehicle fleet, IT) and upgrading (buildings, software) of existing plant, property and equipment. The Group has no major short or medium-term capex plans.

50

Average full-time equivalent staff

51

Report on the consolidated financial statements

Legal structure as of December 31, 2009 and December 31, 2010

100%

100%

All assets required for operations are included in the consolidation scope.

Individual and consolidated financial statements

The individual and consolidated financial statements of Toupargel Groupe were approved at the Board of Directors meeting on February 22, 2011. Roland Tchnio, Chairman of SAS Toupargel and Place du March approved the financial statements of these companies on February 22, 2011. The consolidated accounts were communicated on February 23, 2011 through meetings and the media. Said financial statements were submitted to the General Meeting of Shareholders for approval on April 27, 2011, in conformity with article L225-100 of the Commercial Code.

Presentation of the consolidated financial statements

The consolidated financial statements have been drawn up on the basis of IAS/IFRS international accounting standards. Amendments and interpretations regarding international reporting standards for 2010 (including the revised IFRS 3 standard relating to business combinations and the IAS 27 standard relating to consolidated financial statements and the 2009 improvement standard) are not applicable or have no material impact.

52

Accounting treatment of the CVAE as from January 1, 2010 The business value added levy (Cotisation sur la Valeur Ajoute des Entreprises: CVAE), a component of the Territorial Economic Contribution (Contribution conomique territoriale: CET) which has replaced local business tax (Taxe professionnelle) and which is based on value added, is recognised in the income statement under income tax for the period, in line with usual practices of listed companies in the food and drink industry.

Sales of goods (in 000s)

The breakdown of sales between the various marketing methods and businesses is as follows:
31/12/2010 000s Frozen foods business Distance sales Miscellaneous (1) Subtotal Fresh food and groceries Distance sales Total 20 391 351 525 5.8% 100.0% 19 206 359 064 5.3% 100.0% 18 659 365 907 5.1% 100.0% 330 470 664 331 134 94.0% 0.2% 94.2% 339 186 671 339 857 94.5% 0.2% 94.7% 346 509 739 347 248 94.7% 0.2% 94.9%
Split

31/12/2009 000s
Split

31/12/2008 000s
Split

(1) represents sales of frozen food products to distributors with whom the Group has no capital relationship. Sales for the Frozen Foods division reached 331,134K in 2010, a like-for-like decline of 2.6%. The average basket moved up 1.2%, to reach 47.2, while the number of orders decreased by 3.5%. This trend is mainly due to the increasing difficulty experienced in attracting and retaining new customers (48,000 fewer new accounts compared to 2009).
53

The Fresh Food and Groceries division saw sales increase from 19,206K in 2009 to 20,391K in 2010, a rise of 6.2%. This came mainly on the back of the 4.8% increase in the average basket, which rose to 53.7, following the expansion of the product range and also, to a lesser extent, the development of the e-commerce website, where the average basket is twice as high as for telephone orders.

Seasonality of sales
Seasonality of sales at the beginning of the year depends on whether Easter falls into the first quarter or second quarter. Summer weather conditions have an impact on Q3 sales, in particular ice cream sales. The fourth quarter is a busy period because of the end of year holiday period. Changes in the annual calendar also have an influence on the number of days worked each quarter. The number of sales per quarter and by business area can be broken down as follows:
(in 000s) Worked days in 2010 (2) 2010 (12 months) 2009 (12 months) 2008 (12 months)

Frozen Foods business Q1 Q2 H1 Q3 Q4 H2 Sub-total Others (1) Total Frozen Foods business Fresh Foods/Groceries business Q1 Q2 H1 Q3 Q4 H2 Total Fresh Foods business Total sales 63 65 128 66 66 132 260 4 980 24.4% 5 029 24.7% 10 009 49.1% 4 824 23.7% 5 558 27.3% 10 382 50.9% 20 391 100.0% 351 525 4 807 25.0% 4 754 24.8% 9 561 49.8% 4 540 23.6% 5 105 26.6% 9 645 50.2% 19 206 100.0% 359 064 4 579 24.5% 4 533 24.3% 9 112 48.8% 4 414 23.7% 5 133 27.5% 9 547 51.2% 18 659 100.0% 365 907 262 64 66 130 67 65 132 83 560 25.3% 80 901 24.5% 164 461 49.8% 73 361 22.2% 92 648 28.0% 166 009 50.2% 330 470 95.4% 664 331 134 94.2% 85 585 25.2% 85 321 25.2% 170 906 50.4% 73 272 21.6% 95 008 28.0% 168 280 49.6% 339 186 100.0% 671 339 857 94.7% 83 399 24.1% 84 756 24.5% 168 155 48.5% 76 924 22.2% 101 430 29.3% 178 354 51.5% 346 509 100.0% 739 347 248 94.9%

(1) represents sales of frozen food products to distributors with whom the Group has no capital relationship. (2) number of working days in 2009 for the "Frozen foods" business: 256 and for the "Fresh foods and Groceries" business: 261.

54

Sales margin (in 000s)

The sales margin rose from 204,839,000 (57.0 % of sales) in 2009 to 201,272,000 (57.3 % of sales) in 2010. The margin for "Frozen Foods" moved up from 57.7% to 57.9%, to finish at 191,751,000 (195,934,000 in 2009), while "Fresh Foods and Groceries" remained even at 46.7%, totalling 9,520,000 (8,905,000 in 2009).

Operating income (in 000s)

Operating income reached 21,928 K, compared to 20,987K in 2009. Operating margin (operating income/sales) rose from 5.8% to 6.2%. The classification of the CVAE (2263 K) as income tax had an impact of 0.6% on sales. The decline in operating margin due to nonrecurrent items (tax adjustment, see above) was 0.5%. Staff costs went down from 115,885K (32.3% of sales) to 113,619K (32.3% of sales). Average headcount for the period (FTE) went down from 3619 in 2009 to 3483. External expenses amounted to 48,810 K, compared to 48,268K in 2009. Subcontracting costs rose from 2711K to 3748K due to IT and Internet services (implementation of a human resources information system, rollout of the toupargel.fr website in March 2010). Fuel costs rose from 6687K to 7202K due to the rise in the price of diesel fuel. Communication expenses fell back from 2055K to 1375K (TV commercial in 2009 and reduction in TV budget in 2010). Tax charges went down from 8863K to 3762K in 2010, due to a tax adjustment in 2010 relating to the contribution to sustainable fishing for 2008 and 2009, amounting to 1857K (this line item increased from 749K in 2009 to 3552K in 2010) and a decrease in business tax/CET from 3111K to 943 K; following the new accounting regulations, the CVAE (2263 K) is now classified as income tax. Amortisation expenses totalled 10,259 K, compared to 10,550K in 2009. Provisions showed a release of 817K in 2010, compared with a 591 allowance for the previous year. Provisions of 1099K were released for tax audits in 2007-2009, relating to business and property tax for Toupargel SAS and Place du March SAS. Income from the sale of fixed assets amounted to 1428 K, compared to 195K in 2009, following the sale of a building (capital gain: 1261 K) and of vehicles (renewal of the vehicle fleet).
55

Financial expenses
Net financial expenses rose from 491,000 to 171,000 as of December 31, 2010, due to a reduction in outstandings and lower interest rates. Cost of debt amounted to 1.6 % (2.4 % in 2009).

Group share of net income (in 000s)

Group share of net income fell from 12,924,000 to 12,865,000. Net margin (net income/sales) rose from 3.6 % to 3.7 % in 2010.

56

Cash flow (in 000s)

Cash flow amounted to 21,249,000 compared to 24,583,000 as of December 31, 2009.

Shareholders equity (in 000s)

Prior to distribution of income, shareholders equity amounted to 80,710,000 compared to 77,919,000 in 2009. Dividends paid in 2010 for 2009 amounted to 9,903,000 (dividends paid in 2009 for 2008: 9,902,000). 425K were posted as a reduction in shareholders equity on 31 December 2009, for positive deferred tax related to the classification of the CVAE as income tax. The return on equity (net income/shareholders' equity before distribution) fell from 19.9% to 19.0% in 2010. Return on capital employed (operating profit after tax/net assets + WCR) levelled out at 12.1 % in 2010 (12.0 % in 2009).

Gross financial indebtedness (in 000s)

Gross financial indebtedness amounted to 19,770,000 compared to 28,083,000 in 2009. As of December 31, 2010, drawdowns on credit lines amounted to 14,000,000 compared to 18,000,000 as of December 31, 2009. The share of debt related to restatement of lease financing contracts fell from 10,083,000 to 5,770,000 of which 4,109,000 corresponded to real estate leasing (5,395,000 in 2009) and 1,661,000 to equipment leases (4,687,000 in 2009).

57

In 2009, the Group has switched to using lines of credit, rather than lease financing, for financing vehicle purchases.

Available amounts for the three existing credit lines are as follows:
In 000s Amount available 31/12/2010 42 000 31/12/2011 32 000 31/12/2012 22 000 31/12/2013 12 000 31/12/2014 10 000

Net financial indebtedness (in 000s)

Net financial indebtedness fell from 17,752,000 to 12,263,000 as of December 31, 2010. The ratio of net debt to equity stood at 15.2% as of December 31, 2010 compared to 22.8% as of December 31, 2009.

Investments
Acquisitions of intangible fixed assets and property plant and equipment Acquisitions amounted to 9,058,000 compared to 6,954,000 in 2009.
In 000s Intangible fixed assets Tangible fixed assets (excluding lease reversals) Total 31/12/2008 286 10 762 11 048 31/12/2009 493 6 461 6 954 31/12/2010 238 8 820 9 058

58

Group investments are made only in France and amounted to 9058K in 2010 (6954K in 2009). They comprise mainly the replacement of vehicles every 5/6 years, the upgrading of sales agencies and the acquisition of IT hardware. Group capital expenditure on logistics facilities over the past few years have primarily involved the Chalon sur Sane (Place du March) logistics hub in 2002, Argentan (Toupargel) in 2004 and Montauban (Toupargel) in 2005. Routine capital expenditure amounted to 10 million and involved for the most part the renewal (vehicle fleet, IT) and upgrading (buildings, software) of existing plant, property and equipment. The group has no major short or medium-term capex plans

Events subsequent to closing

An URSSAF audit began in 2011 for the 3 companies of the Group for the years 2008, 2009 and 2010. No other event of significance for the Group occurred subsequent to closing.

Legal and arbitration proceedings

There exists no governmental, judicial or arbitration procedure (including any procedure that the Group is aware of, is pending or is threatened), which could have or has recently had any significant impact on the financial situation or profitability of the Group, with the exception firstly of the proceedings to obtain restitution of the meat purchase tax and the additional tax paid to the tax administration between June 1, 2001 and December 31, 2003, which represent a potential income of 4,672,000 (not provisioned in the financial statements), and secondly, a joint action with other distributors to obtain cancellation vis-a-vis the European authorities of the eco-tax on seafood products provisioned in the 2010 financial statements in an amount of 5,035,000. Litigation identified on the closing date of the financial statements was provisioned on the basis of the method described in note 2.15 of the notes to the consolidated financial statements and details of which are included in note 13 of the same notes.

Significant change in the financial or business situation

No significant changes in the financial or commercial situation of the Group has occurred since the end of the last financial year.

Outlook for 2011

The Group anticipates a return to growth in the 4th quarter for the Frozen Foods division and continued growth and higher profitability for the Fresh Foods and Groceries division. The Group will continue the implementation of its Cap 2013 strategic plan, which is based on three major development areas -the store concept: whereby a team of telesales and delivery agents covers sales and deliveries within a set catchment area. In January 2011, 75 "store concepts" were introduced. The new organisation will soon be extended to all the agencies. - the multichannel offering, whereby customers can choose how they place their order (they can be called by a telesales agent, call customer service department themselves or order through an ecommerce site - the multi product offering, whereby Frozen Foods customers can also order any of the products in the Fresh Foods and Groceries range. The Fresh Foods and Groceries division is set to cover a larger catchment area in 2011, and will be operating out of 10 additional agencies. The longer-term objective is to cover the whole of the eastern half of France.

59

Risk factors
Preamble
Toupargel has established a policy of risk management which aims to respect the interests of employees, consumers, the environment and which maintains the value of the assets of stockholders. A Risk Committee was established in 2002 to identify and prioritise risks. Risks are mapped and updated every year. Alternative procedures have been introduced, based on the frequency of occurrence of risks and their financial impact on the Group. Crisis management units have been set up to manage any major crises that might occur (food or image crisis, labour dispute, etc.) The Toupargel Group undertook a review of risks that could affect its operations and believes that there are no other significant risks in addition to those presented below.

Specific risks related to business operations

Sensitivity to political risk: The Group operates exclusively in France. Sensitivity to the economic situation: the Group's businesses are concentrated in the mature food distribution sector where growth rates vary little. During periods of economic slowdown, consumers purchase intentions may be dictated by specific considerations which are likely to have an impact on sales. Strategy Risk: various analyses (Secodip, INSEE) have found that the market share of home delivery of frozen foods has remained stable from year to year. The population in communities of less than 10,000 inhabitants has increased faster than the metropolitan population and the changing age structure is pointing to an aging population in France. With regard to the Groups positioning for this type of population, it can be considered that there is no risk over the short or medium term of any loss of business. In addition, in 2010, the group introduced its Cap 2013 strategic plan, which sets out to improve customer services (extended delivery hours, multichannel sales, wider product range). Reputation risk: the risk of loss of image can arise from a food crisis or labour dispute and can result in a drop in business. Crisis management procedures have been introduced in order to control these risks. The Group has called in outside experts and consultants to help them with this. Competition: the "Frozen foods" business represents 95% of sales and all of the operating income of the Group in 2010. Barriers to entry and competitive advantages protect the Group from any risk of a rapid decline in business volumes. Maintaining and increasing business volumes depends on the ability to find new customers. To do this, the Group has a number of prospection units. The prices of products are equivalent to those of the Group's direct competitors. Prices compared to supermarkets are about 15% to 20% higher for comparable frozen food products, reflecting the integration of service costs (preparation, delivery). Supply pressure: scarcities can occur periodically for certain products (in particular fish). Risk exposure for Toupargel is equivalent to that of other distributors. In such situations, consumption switches to other products. Risks related to changes in the cost of goods: fluctuations in supply and demand on a global or regional level and weather conditions can have a significant impact on the prices of the goods

60

concerned. The positioning of Toupargel at the end of the value chain of its business enables it to delay passing on price increases to the end customer. Risks related to changes in the cost of raw materials: the Group is sensitive to changes in fuel prices. Fuel costs represented 2.0% of sales in 2010 (1.9 % in 2009). Based on average volumes (6,945,000 liters) and prices of fuel consumed equivalent to 2010, a 10% increase in fuel prices would result in a 717,000 increase in fuel costs. Risks related to seasonality and weather conditions: consumption cycles and seasonal variations in weather can affect the Groups sales. The position of Easter in the first or second quarter has an impact on quarterly income. Relatively cool summer temperatures can result in lower sales of ice cream. Extreme weather conditions, such as snow and flooding, can have a serious effect on operations and deliveries. A crisis management unit is currently being set up to handle this. Risks associated with equity investments: the business currently being developed by Place du March, home delivery of food products (not frozen foods), is regarded as being in a start-up phase. The business plan of the company foresees breakeven being achieved by 2014/2015. Goodwill for Place du March amounts to 6,155,000. An "impairment test" conducted in late 2010 on the consolidated accounts in accordance with IAS 36 did not lead to a decision to amortise goodwill. Place du March securities are provided for in full in the Toupargel Group financial statements, along with part of the current account. General operating risks Supplier risks: in view of the large number of producers in the market, the failure of one of them has a limited impact on supplies. The Group has entered into partnerships with more than 200 suppliers for the "Frozen foods" business and 120 for the "Fresh foods and groceries" business. The main supplier represented 4.7% of purchases of goods in 2010 (4.5% in 2009), the top five suppliers 17.3% (16.6% in 2009) for main business: Frozen foods. Loss of clients: average annual sales excluding VAT for a repeat customer amounts to 345 in the "Frozen foods" business and 955 in the "Fresh foods and Groceries" business. Overdue amounts: the Group charges commercial cooperation expenses to certain national brand suppliers. An analysis of the financial health of each supplier has been undertaken to avoid insolvency risk. The individual customers post represents less than 3 days of sales and unpaid amounts (checks without provision) amounted to 605,000 in 2010. 296,000 were written off in in 2010 as bad debts. Postal risks (distribution of catalogues): Toupargel has introduced an alternative solution involving delivery of catalogues by deliverymen. Risk of France Telecom telephone file attrition: prospecting for new customers is carried out using the file provided by France Telecom. The generalisation of mobile phones and the opening of the telecommunications market to new operators has contributed to an attrition of the France Telecom landline file. The Toupargel Group invests in targeted phone files and is also developing a prospection method combining door-to-door and phone marketing. Risk of blocked roads: for supplies and deliveries, Toupargel is subject to the same risks as any other food distribution company.

Industrial and environmental risks

Risks related to food security "Cold chain" risks: the Group has established procedures for monitoring the cold chain and exceptional procedures to reduce the risk of a rupture. Preparation of frozen food products

61

orders can be switched from one platform to another within 72 hours. Each platform is equipped with "cold" alarms and staff are on call weekends. In addition, "loss of cold" cover is included in the insurance contract. Product risk: particular attention is paid to the main factor that could affect the ability of the company to achieve its objectives, product risk. A bacteriological control plan has been developed and implemented on the basis of product risk. Liability insurance cover supplements this measure. Cover is 10 million civil liability before delivery and 8 million after delivery. In addition, risks associated with products are limited because stocks are less than thirty days of sales, and, for frozen products, because of the optimum utilisation limit of between nine months and two years. For frozen products, the Group has put in place an upstream and downstream traceability system, enabling it to draw up a list of consumers for each product. At the sales level, the Group can suffer from the consequences of crises (BSE, avian flu, etc.). Like any retailer, the extent of the product range helps the company mitigate the financial impact. In the context of risk prevention and more specifically the management of food crises, we arrange regular meetings for our suppliers to increase awareness of food crisis management issues and help prepare them to manage product recalls and communications during periods of crisis. On our side, we approached a communications agency specialised in the management of food crises and with their assistance developed our own set of tools: a crisis management manual and response cards covering each type of potential risk capable of tarnishing our image and the products we distribute. A medical unit, set up in conjunction with an external partner, was added to our risk prevention system in early 2011. Risk of intrusion and fire: most sites are equipped with intrusion detection. Premises housing sensitive computer systems are equipped with fire prevention equipment. For warehouses with final risk from insulation panels, each year the company carries out controls by external experts and implements any necessary measures to minimise risk. Risk of road accidents: the Group operates over 1,500 vehicles and is subject to road accident risk . For several years, a prevention program has been developed under the auspices of an internal automotive safety committee in partnership with a specialist company. Risks involved in dismantling industrial installations In the event of a shutdown of the logistics platforms, the Group will have a legal requirement to reprocess certain products and materials. Nevertheless, with no decision likely in the foreseeable future to effect a shutdown and given the non-significant character of the potential reprocessing, the Group does not consider that it is exposed to this risk. IT risks have been listed. Protective measures have been put in place: redundancy of machines, fire protection. IT system penetration tests were implemented in 2009 and corrective actions were implemented in 2010. Despite all the precautions taken, random issues may still occur. Environmental risks: the nature of the Groups business is unlikely to result in significant environmental risk. Liability insurance covers accidental pollution up to 1 million. An environmental diagnosis was carried out in 2004 at various pilot sites, representative of our various types of activity: an order preparation platform, an order taking and delivery agency and a meat preparation workshop. The objective of this diagnosis was to draw up an environmental audit questionnaire for use at sites during annual audits. In 2009, the Group appointed a Sustainable Development Manager, whose job is to set out and implement a strategy for corporate social accountability. The Toupargel Group has appointed Enviroconsult, an environmental consultancy, to help the company gain a precise assessment of its environmental impact and subsequently implement an
62

action plan to reduce its carbon footprint. Following a carbon footprint assessment carried out in 2009, a number of measures were taken: fitting of timer switches in all the delivery agencies, in order to reduce electricity consumption by 15% for the cooling system of refrigerated delivery lorries, reduction in the vehicle fleet fuel consumption, to be ready for signing the CO2 charter with the French Agency for Environment and Energy Management (ADEME). The Group also complies with the guidelines of the Seafood Choices Alliance, with regard to sustainable fishing. With regard to the cold chain, the group is continuing to work towards replacing HCFC (hydrochlorofluorocarbons) refrigerants, a source of greenhouse gases which are authorised until 2015, by HFC (hydrofluorocarbons) refrigerants, which do not have a detrimental effect on the ozone layer.

Legal and tax risks

Risks related to litigation (see Note 13 to the consolidated financial statements) In the framework of its ordinary activities, the Group is involved in a certain number of lawsuits and litigation. Probable costs have been provisioned and are summarised in note 13 of the notes to the consolidated financial statements. Labour court litigation represents the majority of litigation: 52 files, representing total demands by adverse parties of 1,905,000, have been provisioned in an amount of 662, 000. Place du March SAS and Toupargel SAS were subjected to tax audits in 2007 and 2008, which resulted in reassessments, which the Group is disputing, as regards property tax in 2008 and 2009. The adjustments have either been settled or provided for in the accounts. A URSSAF audit began in 2011 in the 3 companies comprising the Group, covering the years 2008, 2009 and 2010. There are no other litigation or arbitration procedures which could have or have recently had any significant impact on the financial situation, business or profitability of the Toupargel Group Risks related to changes in legislation In the context of its business development, the Group carries out telephone and door to door sales prospection. This practice which is legal in France is governed by legislation in certain European countries. Although the call centre activity represents a significant element of French economic life, it is possible that the law will change. In this case, the Group will adjust its business development strategy. The Group is monitoring developments in European law through its professional association (Syndigel).

Risks associated with financial investments

Risks (credit risk, liquidity risk and market and equity risk) have been dealt with in note 17 of the appendix to the consolidated financial statements.

Other risks
- Dependence on key personnel: the company is dependent on its key executives whose unavailability could affect the operations of the Group. The organisational structure limits the impact. - Social risks: Social tensions: the Groups situation does not call for any specific comments. Monthly meetings are held with employee representatives. Labour dispute: as the Group has a large headcount, including a considerable number of telesales agents, it has taken a number of steps to handle potential social risks:
63

- a Well-Being and Performance workgroup for improving conditions in the workplace, -a process for managing labour disputes, -a unit set up with an external partner for offering psychological counselling.

Insurance and risk coverage

Insurance policy Insurance policies are designed to protect the Groups assets, protect it from the consequences of responsibility incurred vis-a-vis third parties and staff and minimise the impact of damage to the balance sheet and income statement. Insurance policy consists in identifying and evaluating risks in terms of exposure and insured capital, taking out damage insurance in the market through insurance brokers or opting for a self-insurance solution for ordinary operating risks. In order to optimise insurance costs, the Group has put in place a risk prevention programme (fire, machine breakage, food risks, a vehicle damage etc.) under the authority of the Risk Committee. The Group has put in place a reporting system for monitoring damage, in particular to vehicles, enabling it to manage prevention and training measures. The Group has taken out insurance contracts with companies that are financially solid for whom brokerage is assured by AON and Filhet-Allard et Cie. The main guarantees are as follows:
Type of insurance All Risks except Main guarantees Amount insured Damage to property, rental risks, additional costs 133,000,000 with per claim deductible of 59,000 Indemnification limit per accident: 19,999 Civil Responsibility Operations: all damages 10,000,000 of which bodily injury 10,000,000 of which pollution 1,000,000 After delivery 8,000,000 Responsibility of company Litigation 5,000,000 directors Automobile fleet CR, bodily injury to third parties Without limitation 100,000,000 CR, bodily injury to third parties Self-inflicted damage: self-insurance except for large vehicles of less than 4 years Employee professional travel Only for vehicles over 15 tonnes Chalon sur Sane, Argentan and Montauban logistic platforms Value of asset less 15,000 deductible No deductible Contents

Auto-mission Goods transport Construction Damage

Total premiums in 2010 amounted to 669,000 inc. VAT, i.e. 0.19% of net sales. As of 31 December 2010 and the date of the writing of this report, no major and/or significant accident likely to modify the future amount of insurance coverage or the global amount of insurance premiums and selfinsurance had occurred. To the knowledge of the company there exists no significant risk that has not been insured. Nevertheless, the Group cannot guarantee that it will not suffer an uninsured loss. Self-insurance: The Group does not have any captive insurance company and uses classic selfinsurance solutions. For the "all risks except" cover, the deductible amounts to 50,000 per accident. Over the last few financial years, the amount involved in this respect was not significant. For vehicle risk, and in particular self-inflicted damage, the maximum risk (total destruction of the delivery fleet) amounted to around 40 million at acquisition cost. This probability is not relevant as the vehicles are spread throughout the country. The total cost of the vehicle fleet in terms of accidents insured during the financial year amounted to 319,000, ie 0.11% of sales (compared to 395,000 in 2009).
64

Social cover The Group has put in place health cover contracts and a complementary retirement scheme for Group employees and put in place a fund with an insurance company designed to cover contractual retirement indemnities. A payment into the fund is made each year. The difference between the value of retirement rights and the value of the fund is provisioned each year.

65

Consolidated Balance Sheet

in 000s Goodwill Net intangible fixed assets Net tangible fixed assets Other non-current financial assets Deferred tax assets Total non-current assets Stocks Client receivables Other receivables Assets due to be sold Cash and cash equivalent Total current assets TOTAL ASSETS Capital Consolidated reserves Consolidated income Group share of shareholder equity Minority interest Total shareholders equity Provision for staff benefits Other non-current liabilities Deferred tax liabilities Long-term financial debt Total non-current debt Trade payables Other current liabilities Short-term financial debt Total current debt TOTAL LIABILITIES
15 15 15 12 13 6 14 11 7 8 8 8 10 Note 5.2 5.2 5.3 5.4

31/12/2010 97 901 587 45 956 312 144 756 11 575 1 721 3 982 120 7 507 24 906 169 661 1 010 66 834 12 865 80 710 80 710 5 397 4 581 4 830 7 413 22 221 22 582 31 791 12 358 66 730 169 661

31/12/2009 97 901 682 47 641 308 146 532 12 191 1 770 3 194 295 10 330 27 780 174 312 1 010 63 984 12 924 77 919 77 919 4 608 6 017 4 651 13 774 29 049 22 424 30 612 14 309 67 344 174 312

31/12/2008 97 901 507 52 080 373 150 860 13 725 2 958 3 970 301 645 21 600 172 460 1 010 59 749 14 735 75 494 75 494 3 254 5 947 4 383 9 050 22 634 29 321 29 040 15 971 74 332 172 460

66

Consolidated Income Statement

000s
Note

31/12/2010 (12 mois) 351 525 173 427 352 126 (150 254) 201 272 (113 619) (48 810) (8 762) (10 259) 817 (826) 87 1 428 21 928 238 (410) (171) 21 757
25 26

31/12/2009 (12 mois) 359 064 43 406 359 513 (154 224) 204 839 (115 885) (48 268) (8 863) (10 550) (591) (451) 113 195 20 987 306 (798) (491) 20 496 (7 572) 12 924

31/12/2008 (12 mois) 365 907 75 285 366 267 (161 240) 204 667 (111 781) (49 498) (8 084) (10 591) (1 316) (518) 204 631 24 074 408 (1 873) (1 466) 22 608 (7 873) 14 735

Sale of goods (1) Sale of services Other income from ordinary business Income from ordinary business Purchase cost of goods sold (2) Sales margin (1)-(2) Personnel costs External charges Taxes and duties Depreciation Provisions Other charges Other income Income from sale of fixed assets Operating income Financial income Gross financial costs Net financial costs Income before taxes Corporate tax charge Net income of the consolidated entity
Minority share

18

19 20 21 5.1 b 22 23 23

24

(8 891) 12 865

Group share
Earnings per share (in euros) Diluted earnings per share (in euros) Dividend per share (in euros)

26 27 27

12 865
1.30 1.30 1.00 (p)

12 924
1.31 1.31 1.00

14 735
1.48 1.48 1.00

(p): Proposed to the General Meeting of 27 April 2011.

Consolidated statement of comprehensive income

in 000s 31/12/2010 (12 mois) 12 865 (390) 1 134 (255) 12 610 31/12/2009 (12 mois) 12 924 (1 091) 8 373 (710) 12 214 31/12/2008 (12 mois) 14 735 (76) (32) 37 (71) 14 664

Income for the year (1) - Actuarial gains / losses (IAS 19) - Liquidity contract - Tax on the other items of comprehensive income Other items of comprehensive income (2) Total comprehensive income (1)+(2)

67

Cash Flow Statement

in 000s 31/12/2009 31/12/2008 31/12/2007

Business
Net group profit share Elimination of income and charges without incidence on cash flow or not related to operations Depreciation and provisions Deferred taxes change Remunerations paid in shares IFRS retraitment Capital gain on divestments Cash flow of consolidated companies (Increase) Decrease in stocks (Increase) Decrease in clients receivables including related accounts and others receivables Increase (decrease) in trade payables Other debt Variations in working capital requirements Cash flow from operations 13 349 11 234 11 093 215 113 8 (195) 24 583 1 535 1 964 (6 897) 1 572 (1 827) 22 756 (6 889) (493) (6 461) 65 869 (6 020) (9 902) 19 866 4 (0) (17 019) (7 051) 9 685 645 10 330 14 735 13 202 11 857 1 924 84 (33) (631) 27 937 (2 708) 4 915 (532) 503 2 179 30 116 (10 976) (286) (10 762) 72 1 419 (9 556) (14 851) 5 955 73 (976) (15 943) (25 742) (5 182) 5 827 645 17 695 11 175 9 982 1 757 (30) (534) 28 870 854 (4 078) (6 905) (2 602) (12 731) 16 139 (11 193) (113) (11 222) 142 1 102 (10 091) (15 152) 23 948 482 14 (4 174) (8 117) (2 999)
Rmunratiospyec4218 Varitondesmpf175930 enK

Investments
Fixed assets acquisitions (2) Intangible fixed assets Tangible fixed assets Variation in financial fixed assets Fixed assets sales Cash flow from investments operations

Financing
Dividends paid Cash from borrowings (2) Cash from subsidies Cash received from capital increase Variation in treasury shares (liquidity contract) Repayment of borrowings and amortisation of subsidies Cash flow from financing operations

Changes in cash position

Opening cash position Closing cash position

3 049 2 778 5 827

68

Divdensr(152)49367

Finacemt

Fluxnetdrsoiapvm(109)248

RemboursntcpaALgiq720

CesionALgtqu94

Cesiondmblat1023687

Varitonmblsfce142(9)7

Imobilsatncrpe(12)09358

Imobilsatncrpe(13)6249

Acquistondmbla(193)268

Investim

Fluxnetdrsoipvac16390274 (Augmen

Varitondubesflm(1239)458

Autresd(210)359

Augmentaio(d)scpfr6905143

(Augmencopristah

(4078)19623 (Augmentaio)Ddscply

(Augmentaio)Ddsck8542960

Capcitduofnemsgr284739

Plus-vaedcion(534)906

RetraimnIFSscdo(30)

RsultadecionALgq17

Amortisenpv9503281

trsoeiunlxpa

10783564Elimnatodeschrgpu

Rsultaneprdgo176952403

Activ

31/20765

in 000s 31/12/2010 31/12/2009 31/12/2008

Business
Net group profit share Elimination of income and charges without incidence on cash flow or not related to operations Depreciation and provisions Deferred taxes change Remunerations paid in shares IFRS retraitment Capital gain on divestments Cash flow of consolidated companies . Tax on income and expenses Tax on income paid (Increase) Decrease in stocks (Increase) Decrease in clients receivables including related accounts and others receivables Increase (decrease) in trade payables Other debt Variations in working capital requirements Cash flow from operations 12 865 8 384 9 436 313 62 1 (1 428) 21 249 6 315 (6 500) 616 (739) 158 1 364 1 214 22 463 (9 062) (238) (8 820) (4) 2 183 (6 879) (9 903) 12 924 11 659 11 093 640 113 8 (195) 24 583 6 932 (5 348) 1 535 1 964 (6 897) (11) (1 827) 22 756 (6 889) (493) (6 461) 65 869 (6 020) (9 902) 19 866 4 (0) (17 019) (7 051) 9 685 645 10 330 14 735 13 202 11 857 1 924 84 (33) (631) 27 937 5 949 (6 723) (2 708) 4 915 (532) 1 277 2 179 30 116 (10 976) (286) (10 762) 72 1 419 (9 556) (14 851) 5 955 73 (976) (15 943) (25 742) (5 182) 5 827 645
Autresd(210)359 Encaisemtdubvo482753 Divdensr(152)49367 Encaisemtprovdu239481056 RemboursntcpaALgiq720 CesionALgtqu94 Varitonmblsfce142(9)7 Imobilsatncrpe(12)09358 Imobilsatncrpe(13)6249 Fluxnetdrsoipvac16390274 (Augmen Varitondubesflm(1239)458 Augmentaio(d)scpfr6905143 Rmunratiospyec4218 Varitondesmpf175930 enK

Investments
Fixed assets acquisitions (2) Intangible fixed assets Tangible fixed assets Variation in financial fixed assets Fixed assets sales Cash flow from investments operations

Financing
Dividends paid Cash from borrowings (2) Cash from subsidies Variation in treasury shares (liquidity contract) Repayment of borrowings Cash flow from financing operations

(18 407) (2 823) 10 330 7 507

Changes in cash position

Opening cash position Closing cash position

(1) Investments and financing include finance leases under the items "tangible fixed assets" and "cash from borrowings"and "cash from subsidies.

69
Finacemt

Fluxnetdrsoiapvm(109)248

Cesiondmblat1023687

Acquistondmbla(193)268

Investim

(Augmencopristah

(4078)19623 (Augmentaio)Ddscply

22 (8 526)

(Augmentaio)Ddsck8542960

Capcitduofnemsgr284739

Plus-vaedcion(534)906

RetraimnIFSscdo(30)

RsultadecionALgq17

Amortisenpv9503281

trsoeiunlxpa

10783564Elimnatodeschrgpu

Rsultaneprdgo176952403

Activ

31/20765

Statement of changes in capital and reserves

in 000s
Company Capital Shareholders Equity as of 31 december 2007 Payment founded on shares Treasury shares Dividends paid Net profit Profits & losses Net profit and profits & losses Shareholders Equity as of 31 december 2008 Payment founded on shares Treasury shares Dividends paid Net profit Profits & losses Net profit and profits & losses Shareholders Equity as of 31 december 2009 Payment founded on shares Treasury shares Dividends paid Net profit Profits & losses Net profit and profits & losses Shareholders Equity as of 31 december 2010 1 010 7 289 62 23 -9 903 12 865 12 865 -256 -256 -5 186 1 010 7 177 113 5 -9 902 12 924 12 924 75 189 -715 -715 -384 -5 191 Reserves and capital Treasury shares Reserves and net profit Profits and losses Shareholders equity part of group 76 573 84 -997 -14 851 14 735 -50 14 685 75 494 113 5 -9 902 12 924 -715 12 209 77 919 62 23 -9 903 12 865 -256 12 610

1 010

7 093 84

-4 194

72 283

381

-997 -14 851 14 735 14 735 72 167 -50 -50 331

1 010

7 351

-5 163

78 152

-639

80 710

Note: There are no minority interests.

70

Notes to the consolidated accounts as of 31 December 2010

Toupargel Groupe operates under French law and is subject to legislation covering commercial companies in France and in particular the provisions of the code of commerce. The company's head office is located at 13 Chemin des Prs secs at Civrieux dAzergues (69380) and is quoted on the Paris stock market in compartment C of Nyse Euronext Paris. The Toupargel Group is specialised in home delivery of frozen foods, fresh foods and groceries. The accounts and information are presented in thousands of euros (000s), except for per share information presented in euros. This note comprises information additional to that in the consolidated balance sheet which amounts to 169,661,000 and the consolidated income statement showing a net profit of 12,865,000. The Board of Directors approved the consolidated financial statements as of 31 December 2010 in its meeting of 22 February 2011. The accounts will only be definitive after approval by the General Meeting of shareholders which will be held on 27 April 2011.

Note on main accounting and valuation methods and general notes

NOTE 1 Main events during the financial period and events since closing
1.1 Main events during the financial period Toupargel SAS underwent a tax audit regarding the contribution to sustainable fishing for the years 2008 and 2009, which resulted in a tax adjustment of 3,341 K in 2010. An appeal has been made to the European commission against this eco-tax by Syndigel, our professional association, and by the FCD. The company has also appealed against the contribution in France. The sale of a building that the Group does not use produced a capital gain of 1,261 K in 2010. 1.2. Events subsequent to closing An Urssaf audit began in 2011 for the 3 companies of the group for the years 2008, 2009 and 2010. No other event of significance liable to have a material effect on the financial statements of the group occurred between the closing of the accounts on 31 December 2010 and the date of the Board meeting held to approve these financial statements (22 February 2011).

NOTE 2 Consolidation principles and valuation methods

2.1 Accounting system Pursuant to European regulation 1606/2002 of July 19, 2002 on international accounting standards, the consolidated financial statements of the Toupargel Group as of December 31, 2010 have been drawn up in conformity with international standards on financial information "International Financial Reporting Standards" (IFRS) as adopted by the European Union on December 31, 2010.These accounting standards are available on the website of the European Commission (http://ec.europa.eu/internal_market/acounting/ias) The choices made by the Toupargel Group, in accordance with IFRS 1, in preparing its opening balance sheet as of January 1, 2004 (date of transition to IFRS) are as follows: non-restatement of business groupings prior to transition date; non-revaluation of property assets at fair value as of the transition date; actuarial gains and losses for end of career termination benefits considered to be zero on the transition date;
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 Application of IFRS 2 only for equity plans granted after November 7, 2002.

Amendments and interpretations regarding international reporting standards for 2010 (including the revised IFRS 3 standard relating to business combinations and the IAS 27 standard relating to consolidated financial statements and the 2009 improvement standard) are not applicable or have no material impact The Toupargel Group has opted against early application of the amended standards and interpretations adopted by the European Union before the closing date, and which come into force subsequent to this date. The group does not anticipate, on the basis of the current analysis that there will be a significant impact on shareholders equity. The Group does not expect that the amended interpretations and standards published by the IASB, but which have not yet been approved at European level, will have a material impact on its financial statements for the forthcoming years. Accounting treatment of the CVAE as from 1 January 2010 Under France's finance law for 2010, adopted on 30 December 2009, French tax entities are no longer subject to business tax (taxe professionnelle) as of 2010. The tax has been replaced by 2 new taxes: the Business Contribution on Property (Cotisation Foncire des Entreprises, or C.F.E) assessed on the rental value of real property under the current business tax; the Business Contribution on Value Added (Cotisation sur la valeur ajoute des entreprises, or C.V.A.E), assessed on the value-added determined from the corporate financial statements. Following this tax reform, the Group has re-examined the accounting treatment of the CVAE in light of the IFRS standards, taking into account the position adopted by the main listed companies in the food retailing sector, and has adjusted the initial prospective analysis performed for the 2009 financial statements. It considers in substance that the business tax has been replaced with two new forms of tax that differ in nature the CFE, which is based on property rental values and may be capped at a percentage of value-added, is substantially similar to the business tax and will therefore be recorded as an operating expense in Operating Income in the same way in 2010; the CVAE, which according to the Group's analysis, meets the definition of a tax on income as set out in IAS 12, since value added , which is the basis for determining the amount due under French tax rules, is an intermediate level of income payable under the CVAE. The classification of the CVAE as a tax on income, led to the recognition at June 30, 2010 of this expense under "income tax " in the financial statements

This presentation will facilitate comparison with companies within the food retailing sector. As the accounting treatment of the CVAE has changed since approval of the 2009 financial statements, the Group has considered the impact of the new accounting classification as a correction of error. The impact of the deferred tax liability, for a net amount of 425 K, was treated as a reduction in consolidated shareholders' equity.

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Impact of the change on the 2009 financial statements

31/12/2009 31/12/2009 With CVAE classified as income tax

Published In K Consolidated statement of financial position Consolidated income Equity attributable to equity holders of the parent Deferred tax liability Non-current liabilities Consolidated income statement Income taxes expense Net income Income per share (in euros) Diluted income per share (in euros) Consolidated statement of comprehensive income Income for the year Total comprehensive income Consolidated cash-flow statement Net income, Group share Variation in deferred tax Elimination of charges and revenue without cash impact Statement of variation of consolidated shareholders' equity Shareholders' equity as on 31/12/2009 Note 6 Detail of deferred tax Reclassification of other tax Deferred tax liability Net total Note 25.1 Analysis of tax expense Deferred tax Total income tax Note 25.2 Effective tax rate Other differences Tax effectively recognised -64 -7 147 215 7 147 0 7 215 -4 226 13 349 215 11 234 13 349 12 639 -7 147 13 349 1.35 1.35 13 349 78 344 4 226 28 624

12 924 77 919 4 651 29 049

-7 572 12 924 1.31 1.31

12 924 12 214

12 924 640 11 659

78 344

77 919

425 7 640 -4 651

640 7 572 -489 -7 572

Accounting treatment of partnerships as from 1 January 2010 The company has signed partnership agreements with a number of companies, which involve a balanced exchange of services between the two parties, without financial flows. These transactions started in 2009 and expanded in 2010 and are recorded in accordance with SIC 31.
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As the fair value of the exchange of services is not reliably measurable, the Group does not recognise any revenue or expenses arising from these transactions in its financial statements. 2009 has been adjusted on the same basis.

Published In K Consolidated income statement Line item "Sale of services" Line item "Revenue from ordinary activities" Line item "External expenses" Sector information Line item "Revenue from ordinary activities" External expenses Line item "Subcontracting" Line item "Total external charges" 3 248 -48 805

With reclassification

580 360 050 -48 805

43 359 513 -48 268

360 050

359 513

2 711 -48 268

Rules governing presentation of summary statements The consolidated balance sheet has been presented distinguishing "current" from "non-current" assets as defined on the basis of IAS 1. Accordingly financial indebtedness, provisions and financial assets have been broken down between those of more than one year included in "non-current" assets and those of less than one year in "current" assets. The consolidated income statement has been presented by type, based on one of the models proposed by the National Accounting Committee (CNC) in its recommendation 2004-R-02. The Group applies the indirect method of presentation for its cash flow statement as provided for in the same recommendation. 2.2 Valuation methods The annual accounts of consolidated companies have been drawn up in conformity with accounting principles and methods of valuation retained for the Group. They have been restated in order to be in harmony with accounting principles retained for the establishment of consolidated accounts. Management estimates The establishment of consolidated accounts implies the use of estimates and assumptions having an impact on the amounts entered for assets and liabilities. These estimates have been drawn up on the basis of continuing operations based on information available at the time. The estimates can be revised if the circumstances on which they were based change or if new information becomes available which would modify or complete the estimates. Accordingly, the consolidated financial statements for the financial year have been drawn up taking into account the current context of economic and financial crisis and on the basis of financial market
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information available on the closing date. The immediate effects of the crisis have been taken into account, in particular in the valuation of assets and liabilities. With respect to longer-term assets, for example intangible assets (goodwill), it has been assumed that the crisis will be limited in time. The value of assets is assessed each year taking into account the long-term economic outlook and on the basis of the best assessment of the Group's management given the context of limited visibility with regard to future cash flow. Actual future results can differ from these estimates. The main estimates made by Management when drawing up the financial statements concern: assumptions concerning certain provisions: provisions for loyalty points, retirement and seniority awards; assumptions and estimates used for annual impairment tests on goodwill; amounts recorded for certain financial instruments and payments in equity. Moreover, certain valuations that may have a direct impact on the financial statements or the information provided in the appendices have been drawn up on the basis of data or values directly taken from financial markets. The financial crisis has required a certain number of adjustments to data or specific information provided in the appendix. The areas that are most sensitive for the Group are the calculation of the weighted average cost of capital and the discount rate (notes 2.5. and 2.14.). The nature and amount of these estimates have been presented in the detailed notes to the corresponding accounting items. Positions of senior management Certain accounting principles used are referred for consideration to Group senior management, in particular with regard to 2 areas determining provisions for litigation, the useful life of certain tangible assets 2.3 Consolidation method All subsidiaries controlled by the Group are consolidated on the basis of full consolidation. Control is considered as being the power, either direct or indirect, of managing the financial and operational policies of the company in order to generate profit from its activities. It is presumed when the Group holds more than 50% of voting rights. All intra-group transactions are eliminated on consolidation. 2.4 Conversion of transactions denominated in foreign currencies Exceptionally, the Group may record transactions in foreign currencies. Transactions denominated in foreign currencies are converted at exchange rates in force at the time of the transaction. At the end of the financial year, monetary assets and liabilities denominated in foreign currencies are converted at the closing exchange rate. Resulting conversion differences are recorded in the income statement (item "financial income").

Non-current financial assets

2.5 Goodwill, tangible and intangible fixed assets In conformity with standard IAS 16, "Tangible fixed assets" and standard IAS 38 "Intangible fixed assets", only elements whose costs can be reliably determined and for which it is probable that future economic benefits will be derived by the Group, are accounted for under fixed assets.
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In conformity with standard IAS 36, "Depreciation of assets", when events or changes in market situation indicate a risk of loss of value of tangible or intangible fixed assets whose useful lives have been defined, a detailed review is carried out to determine if their net book value is lower than their recoverable value, defined as the higher of fair value (less sale cost) and useful value. Useful value is determined by discounting future cash flow from use of the asset and sale value. In cases where the recoverable amount is less than net book value, a loss of value is accounted for based on the difference between these two amounts. For goodwill whose useful life has not been defined, the same depreciation test is carried out each year. Loss of value regarding tangible and intangible fixed assets with defined useful lives can be recalculated later if recoverable value becomes higher than net book value (up to the amount of depreciation initially accounted for); for goodwill, amortisation is irreversible. Goodwill: Goodwill: goodwill has not undergone any changes since the transition to IFRS standards on 1 January 2004, on this date, two categories of intangible assets were grouped together under this accounting item: goodwill already identified under French standards which has not been changed under IFRS standards is exclusively goodwill generated as a result of transactions that occured prior to the transition date:: in conformity with the exemption provided for in IFRS 1 for IFRS 3 with respect to retrospective restatement of corporate consolidations, the valuation of the assets and liabilities of acquired companies under French standards have not been called into question. Business assets which do not correspond to the definition of an intangible asset identifiable in the sense of IAS 38. IFRS standards require that goodwill no longer be amortised. As indicated above, impairment tests have been introduced in conformity with IAS 36 at least once a year (generally at the end of the year) for entities generating cash flow for whom goodwill was allocated at the time of acquisition. The cash-generating units identified by the Group consist of two legal entities: Toupargel and Place du March. It should be noted that following the merger in 2006 of Toupargel and Agrigel, both of the former cash generating units , Toupargel and Agrigel, were consolidated. The methodology followed consists mainly in comparing recoverable values for each of the Group entities to the net book value of groups of corresponding assets (including goodwill and working capital requirements). These recoverable values are mainly determined by calculating the discounted cash flow from future operations over a period of seven years and an end value (discounted cash flow method). The projected cash flows do not include increases in capacity or any future restructuring. The discount rate is determined using the weighted average cost of capital (WACC). This is an after-tax rate applied to future cash flows after tax. Use of this rate results in recoverable values that are identical to those obtained from using pre-tax rates on future cash flows before tax as required by IAS 36. Intangible fixed assets: This mainly concerns software applications which are amortised on a straight line basis over their estimated useful lives (1 to 5 years). Tangible fixed assets: Tangible fixed assets are accounted for at their acquisition cost less cumulative amortisation and loss of value. Borrowing costs are accounted for as charges. Depreciation is generally based on normal useful lives. The depreciation method used by the Group is the straight line or declining balance method, the latter being, for certain types of assets (vehicles), most representative of their utilisation and the advantages obtained from such assets.

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For newly acquired assets, the methods and periods of depreciation are as follows::
Land improvements Buildings and improvements Industrial equipment Other improvements Transport equipment Computer and office equipment Office furniture Method Straight line Straight line Straight line Straight line Linear/Reducing balance Straight line Straight line Period 7 to 15 years 7 to 25 years 3 to 10 years 4 to 10 years 1 to 6 years 3 to 5 years 5 to 10 years

When significant, residual value is taken into account in the amount that is subject to depreciation. The various components of tangible fixed assets are accounted for separately when their estimated useful lives, and therefore their periods of depreciation, are significantly different. Financing and simple lease contracts: Fixed assets that are the subject of a lease financing contract which have the effect of transferring to the Group the benefits and risks inherent in ownership, are dealt with as fixed assets acquired on credit terms and accounted for as tangible fixed assets (land, buildings, rolling material), based on the present value of future lease payments. Such fixed assets are depreciated on the basis of the methods and useful lives described above. Rental charges concerning simple lease contracts which do not fulfil these criteria, are maintained in operating charges. Maintenance and repair expenses are recorded in charges except for those which extend the useful life of the asset. 2.6 Non-current financial assets In accordance with IAS 32, Financial Instruments, Disclosure and Presentation", non-current financial assets mainly include loans and receivables (including the "restricted cash" elements of the liquidity contract used to buy back the company's own shares). Loans and receivables comprise receivables related to non consolidated investments, staff loans and deposits paid for commercial leases: they have been accounted for using the method of depreciable cost considered equivalent to entry value. They can be subject to a loss of value if there is an objective sign of depreciation. Loss of value is accounted for in the income statement and is reversible if recoverable value moves favourably in the future. 2.7 Deferred taxes Deferred tax assets are recorded under non-current assets in the balance sheet in view of the fact that it is more likely that they will be recovered after the current financial year.

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Deferred tax assets and liabilities are offset within the tax consolidation group comprising: Toupargel-Agrigel (controlling holding company), Toupargel and Place du March, the taxes being collected by the same tax administration. Deferred tax assets and liabilities are accounted for under non-current assets and liabilities. In compliance with IAS 12, deferred tax calculated on these items directly recorded in shareholders capital is accounted for under shareholders capital. Deferred tax assets and liabilities (with the exception, indirectly, of deferred tax assets concerning provisions for retirement), are not revalued in conformity with standard IAS 12.

Current assets
2.8 Stocks In conformity with standard IAS 2, stocks are valued at the lower of cost and net realisable value. a - Stocks of merchandise (frozen products, fresh food and groceries): Stocks of merchandise are valued according to the average weighted cost method. The average weighted cost is calculated on the basis of invoiced purchase prices plus transport costs less rebates and related. b - Stocks of transformed products: Products that have been transformed into individual portions after butchery and packing by Toupargel Production are valued at cost of production less the value of waste and deferred rebates. These stocks are classed with stocks of merchandise. c - Stocks of presents: Stocks of presents for commercial operations are valued at purchase cost. d - Provisions: A provision is constituted to reduce the value of stock to its net realisable value in the following way: Stocks of merchandise and fresh food 100% provision: - when on the inventory date the buy by date for frozen goods is less than three months - when the product has been definitively removed from the sales catalogue. Provisions determined on a case-by-case basis: - when the product has a seasonal character and there are large stocks, particularly with regard to expected sales, - when the product has a low turnover. Stocks of presents 100% provision when the marketing operation has ended. 2.9 Customer receivables and other current assets The item customer receivables and other current assets comprises mainly: trade payables or loans maturing within one year which represent current financial assets; these assets are recorded at fair market value when initiated and then at depreciated cost which is assimilated to historic cost. They are discounted if they have been in the accounts for more than one year. The difference between fair market value and book value is charged to the income statement in the Provisions item. Cheques which are returned unpaid are depreciated for 100% of their value excluding taxes. Other current receivables are dealt with individually and, if necessary, are subject to a provision for depreciation to take into account collection difficulties which might occur. Financial derivative assets: The Group has recourse to financial instruments that hedge interest rate risks to limit exposure to such risks. The Group does not apply hedge accounting and has chosen
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to value, in conformity with IAS39, financial instruments at their fair value. This fair value when it is a credit balance is presented under liabilities in the item other current liabilities. The company continus to account for variations in the fair value of derivative instruments as a counterpart to the income statement, under the item "gross financial costs". Social or tax receivables are valued at their nominal value. 2.10 Non-current assets due to be sold In conformity with standard IFRS 5, fixed assets immediately available for sale for which a programme of sale and required steps to find a client have begun, and whose sale within a year is highly probable, are classified as being intended for sale under current assets. Such fixed assets are valued at the lower of book value and fair value net of sale expenses, and if appropriate after depreciation. 2.11 Cash and cash equivalents Cash includes liquid assets in bank current accounts, money market mutual fund shares which can be traded or sold at short notice and that have no significant risk of loss of value in the event of fluctuations in interest rates. They are valued at fair value which is equal to the net asset value on the closing date.

Group share of shareholders equity

2.12 Treasury shares In conformity with IAS 32, Treasury shares held by the Group pursuant to the equity buyback programme carried out under the liquidity contract, are recorded at their acquisition cost and result in a reduction in shareholders equity. Income from the sale of Treasury shares is allocated to shareholders equity less corporate tax and does not impact the profit or loss for the financial year. The "restricted cash" part of the liquidity contract is recorded as a non-current financial asset.

Non-current and current indebtedness

2.13 Provisions and potential liabilities In conformity with standard IAS 37 "Provisions, potential assets and liabilities", a provision is constituted when there exists a legal or implicit obligation resulting from past events and it is probable or certain that it will lead to a payment in favour of third parties without a counterpart at least equivalent to that expected and when a reliable estimate of the amount can be made. Provisions include in particular: obligations for retirement benefits obligations for service medals, provisions for litigation provisions for restructuring provisions for tax or social adjustments. provisions are broken down between current and non-current liabilities according to due dates. Information is provided in the detailed notes on potential assets and liabilities if the impact is significant, except if the probability of occurrence is low. When the impact is significant, provisions are updated.

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2.14 Retirement commitments and other staff benefits The staff of the Toupargel Group benefits from immediate advantages (paid holidays, end of year bonus, profit sharing, reduced working time resulting from reduction in working time agreements), benefits after leaving (retirement benefits, Social Security and complementary retirement schemes) and other long-term advantages (Seniority Awards). Short-term advantages: Short-term advantages are recognised in the indebtedness of the Group and are included in other current indebtedness.

Benefits after leaving:Benefits after leaving are subject to various methods of coverage as described below: Fixed contribution schemes: Fixed contribution schemes are characterised by payments to organisations that free the employer from any subsequent commitment, the organisation assuming the responsibility of paying amounts due to employees. For the Toupargel Group, this concerns public retirement schemes (Social Security and complementary retirement schemes). By their nature, defined contribution schemes do not require provisions in the accounts of the Group. Defined benefits schemes: For defined benefit schemes, the employer has a commitment vis-a-vis employees These schemes can: Either be financed during the period of employment by payments to funds specialised in the management of amounts received from employers, and by the payment by these funds of the amounts due to beneficiaries subject to the amount available, Or directly paid by the employer to beneficiaries when rights are exercised. Within the Toupargel Group, defined benefit schemes concern retirement indemnities. Toupargel possesses a guarantee fund (insurance contract) concerning retirement indemnity commitments which receives funds from the employer on a regular basis although this does not free the employer from its commitments to employees. The fund is accounted for as an asset dedicated to covering the scheme. In view of the provisions of the insurers contract, the management company is not allowed to invest available funds in Toupargel shares. Based on the specific provisions of each defined benefits scheme (determined by legislation, collective agreements or company agreements), an independent actuary calculates, at the closing of each financial year, the present value of future commitments of the employer (projected benefits obligations). This present value of commitments, valued scheme by scheme, results in the constitution of a provision for the amount which exceeds the fair value of the corresponding coverage assets, adjusted for non-recognised actuarial profits and losses and, if applicable, the cost of unaccounted past services. Recurrent factors increases due to the acquisition of an additional year of rights (cost of services rendered during the financial year) increases due to "undiscounting" corresponding to a year less compared to the date on which rights are paid (financial cost),
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 reductions related to the exercise of rights (benefits provided) Specific factors Variations (actuarial differences) caused by changes in long-term actuarial assumptions (inflation, rate of salary increases, turnover, mortality, discount rates and retirement age etc ) and experience (difference between expected and actual leaving dates). Variations caused by changes in benefits granted (reductions or liquidations of existing schemes). The fair value of assets (Toupargel only) transferred to specialised management funds which collect, invest and administer sums paid by the employer, vary depending on: payments received from employers (contributions), payments made to beneficiaries (benefits provided), the yield on assets including changes in market value. Actuarial assumptions, primarily the discount rate, the rate of growth of wages and staff turnover rates, are reviewed annually by those in charge of employee benefits pursuant to existing internal procedures and in consultation with the actuary. With regard to recognising actuarial differences in the income statement (profits or losses) related to benefits on leaving, the company opted (January, 1 2006), pursuant to IAS 19 as revised, for the direct and immediate recognition of all actuarial differences. Previously the company used the socalled "corridor" method. Modifications to benefit schemes on leaving give rise to a spreading out of the cost of past services (incidence of changes in rights for periods of work already completed) over the average probable remaining period of active work of beneficiaries. The reduction or liquidation of a benefit scheme after leaving results in an immediate reversal, in the income statement, of previously accounted for commitments. Note 12 provides details on: methods of granting benefits after leaving for defined contributions schemes actuarial assumptions used to calculate commitments for the last three financial years changes in the financial situation of defined benefits schemes and their impact on financial statements. Long-term advantages during employment: For Toupargel Group, long-term advantages are Seniority Awards (anniversary bonuses). An independent actuary calculates, at the closing of each financial year, the present value of future obligations of the employer for Seniority Awards (projected benefits obligations or PBO). Seniority Awards do not have any sinking fund. The present value of commitments therefore results in a non-current provision on the liabilities side of the balance sheet (other non-current liabilities). Actuarial variances and the impact of modifications, reductions or liquidations of schemes related to long-term benefits (Seniority Awards) are immediately and entirely taken account of in the income statement. 2.15 Other provisions a - Court litigation: with respect to Court litigation, an assessment of risks is made based on the demands of the opposing side. The provision is adjusted as the court proceedings advance. b - Provisions for restructuring: the provision is constituted if the restructuring has been announced with a detailed plan and is due to occur in the near future or has begun. The provision corresponds

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mainly to redundancy payments, early retirement, notice periods not carried out and training costs of persons leaving as well as costs of closing down sites. 2.16 Financial debt In conformity with IAS 39, financial debt which includes: - borrowings and other financings, in particular lease financing borrowings, - and bank overdrafts, is broken down between non-current financial debt and current financial debt depending on maturity (greater than or less than 12 months). In the case of financings granted over a number of years, freely usable by the borrower and drawn down in the form of short term notes, in conformity with IAS 1.60, it is the ability of the borrower to renew the credit for a period in excess of 12 months after the closing date which determines whether or not the financial debt is classified as non-current. Financial debt is valued at its historic nominal value which is considered as close to depreciated cost at the date of entry into the balance sheet. 2.17 Other non-current liabilities In addition to the non-current element of provisions and liabilities described in note 2.13, other noncurrent liabilities comprise subsidies received. Cash subsidies related to assets Subsidies received and paid to property leasing organisations are restated as other non-current liabilities. In conformity with the option available under IAS 20, these subsidies are recorded as deferred income among other current or non-current indebtedness depending on their maturity dates. They are included in the income statement on the same basis as the fixed asset depreciation they helped finance. The share of subsidies included in the income statement is presented in the item "other income from ordinary business". Public subsidies associated with the result Subsidies are recognised in the result whenever there exists a reasonable assurance that: - the beneficiary in the Group complies with the conditions governing the subsidies, - the subsidies will be received. In conformity with the option provided by IAS 20, subsidies related to the income statement are presented under operating income in the item "other income from ordinary business". Subsidies are valued at their nominal value on the date they enter the balance sheet. 2.18 Trade payables and other current liabilities The item trade payables and other current assets comprises mainly: trade debts, which are recognised as current financial liabilities. These are recorded at their fair value when first entered, and then at the amortised cost, which is considered to be the nominal cost. They are discounted when their maturity is over one year. The difference between the fair value and the value recognised in the balance sheet is recorded in the financial statement, derivative liabilities, as described in note 2.6, accrued taxes and employee benefits liabilities, valued at their nominal value, pre-booked income relating to customer loyalty points. Deferred revenue concerning customer loyalty points As part of the company's customer loyalty policy, Toupargel Group companies grant their customers loyalty points. Customers are able to accumulate loyalty points on the basis of the purchases they
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make. The points entitle them to a benefit (gifts, discounts on certain products in the catalogue, etc..). The company recognises a deferred revenue in its accounts at closing corresponding to the amount of benefits still due to customers: this is estimated on the basis of a percentage of the value of points acquired as of December 31 and still unused. The percentage is determined on the basis of the expected rate of transformation of the points. The expected conversion rate reflects the track record and loyalty policy for the following year. Under IFRIC 13, applied for the 1st time in 2008, the liability previously recorded as a provision is now presented in other current liabilities. 2.19 Off-balance sheet commitments The Group has introduced a system designed to catalogue off-balance sheet commitments and understand their nature and purpose. The process involves the centralisation, in the context of consolidation procedures, of information relating to the following forms of commitment: guarantees (guarantees and sureties), collateral (mortgages, pledges), simple leases, purchase and investment commitments other commitments 2.20 Income from ordinary business Income from ordinary business comprises sales of goods and services resulting from the main business of the Group. Business income is recorded, in conformity with IAS 18, on the basis of the method of accounting for commitments. Income resulting from the sale of goods is recognised as soon as the transfer to the purchaser of the risks and advantages inherent in ownership of the goods has occurred and the costs assumed or forthcoming related to the transaction can be measured reliably. The transfer of risks and advantages usually takes place when the goods are delivered to the customer, while Toupargel uses its own resources to transport its products to the customer. Discounts and rebates granted to customers are deducted from revenue. Award credits granted to customers by way of sales promotions (customer loyalty programs, gift vouchers) are also deducted from revenue, in compliance with IFRIC 13. Production The sale of transformed and packaged products by the Toupargel Production unit is not dissociated from the sale of other goods. Consequently, the corresponding income is accounted for as sales of goods. Similarly, purchases of unfinished products for transformation are recorded under purchases of goods and stocks of materials and finished products as stocks of goods. Income related to the sale of services is valued at the fair value of the counterpart received or to be received. Income related to the sale of products is accounted for when the delivery has occurred, the amount of income can be measured reliably and the economic benefits associated with the transaction have been received by the Group. 2.21 Purchase cost of goods sold This includes sales of goods, variations in stocks and reductions, rebates and similar regarding sales of goods. Advertising expenses and other commercial cooperation agreements entered into and invoiced by the Toupargel Group to its suppliers are not considered, according to IAS 18, as representing remuneration for a real identifiable service rendered by Toupargel to its suppliers whose fair value can be reliably estimated. Consequently, amounts accounted for in this respect do not represent income but are taken into account as a reduction in the cost of goods sold. The share of these sums related to non-consumed purchases at closing are recorded as a reduction in the value of stocks. Similarly, stock depreciation has been included in the cost of purchasing goods sold.
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2.22 Personnel costs: remuneration paid in shares The fair value of stock options has been determined on the basis of the Black & Scholes model. This model takes into account the characteristics of the scheme (exercise price, exercise period), market information at the time of the grant (risk-free rate, share price, volatility, expected dividends) and behaviour assumptions concerning beneficiaries. Fair value is set on the grant date and accounted for as personnel costs over the acquisition period of rights, with as counterparty a reserve account. The amount accounted for take into account the number of beneficiaries and starting assumptions. At the end of the period of acquisition, the cumulative amount of benefits accounted for remains in the reserves whether the options have been exercised or not.

2.23 External charges a - Research and development expenses: During its normal business, the company does not normally need to assume research and development expenses. All expenses designed to develop and improve client services are recorded. b - Advertising, marketing and prospecting for new clients: Expenses engage to promote Group brands and products with clients and consumers are recorded as charges for the for natural period with the exception of presents which still have a commercial value which are valued as stocks and catalogue expenses for future sales campaigns which are recorded on the asset side of the balance sheet as prepaid expenses within the item "other current receivables". Similarly, expenses for prospecting new clients are recorded as charges. 2.24 Operating income The Group uses operating income as an indicator of performance. Operating income corresponds to income for the whole of the consolidated entity after taking into account: - capital gains or losses on sale of assets - depreciation of assets, - other operating income and charges which include in the main the impact of restructuring costs and litigation or highly unusual events, and before taking into account: - the cost of net financial indebtedness, - other financial income and expenses - corporate tax 2.25 Net financial cost Net financial cost comprises: - the gross financial cost comprising interest charges on borrowings, lease financing contracts and bank overdrafts, - other financial income and charges comprising discounts, income on Cash and cash equivalent, variation in financial provisions, dividends of non consolidated companies. 2.26 Corporate tax charge

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a -Tax payable and deferred: Corporate tax comprises tax payable by each consolidated tax entity corrected for deferred tax as determined as indicated in note 2.7. b - Tax Consolidation: Toupargel Groupe, Toupargel and Place du March benefit from the Group of companies tax regime based on the provisions of article 223 A to U of the C.G.I. Toupargel Groupe, head of the consolidated Group accounts for tax payable in its consolidated income statement, in conformity with the tax consolidation agreement it has entered into, tax savings or additional potential charges resulting from tax consolidation. The applicable agreement was amended as of January 1, 2009. The tax saving resulting from the tax loss of one of the companies within the tax consolidation is transferred in its entirety to the company leading the tax consolidation. c New tax regulations in France, applicable as from January 1, 2010 The French financial law for 2010, adopted in December 2009, introduced a territorial economic contribution (Contribution Economique Territoriale - CET), which replaced the local business tax (Taxe Professionnelle - TP). The CET has two components: the corporate property contribution (Contribution Foncire des Entreprises - CFE) and the corporate added value contribution (Cotisation sur la Valeur Ajoute des Entreprises - CVAE). The CFE is assessed on the rental value of real estate subject to property tax (taxe foncire). The CVAE is assessed at the rate of 1.5% of value added. The CET is capped at 3% of value added. When the value added by the group's French operations is considerably greater than their taxable profit, the group believes that the CET should be qualified as an operating expense rather than a tax on income. Consequently, the CET payable from 2010 will be recorded in operating income in line with the presentation of Taxe Professionnelle until 2009. Should market consensus explicitly consider in 2010 that the CET should be qualified as a tax on income, the group will review its position. 2.27 Earnings per share Earnings per share are calculated by dividing the Group share of net income by the average weighted number of shares comprising the capital in circulation during the financial year with the exception of treasury shares. Diluted net income per share is calculated taking into account instruments providing deferred access to capital (warrants), and the probability of subscription given market prices. Diluted net income takes into account the number of shares to be created based on share prices as of 31 December using the so-called "share buyback" method which assumes that the funds obtained at the time the share options are exercised are allocated in priority to the buyback of shares at market prices. A share acquisition scheme is considered as dilutive when it has as a consequence the issue of ordinary shares at a share price less than the average stock market price over the period. Stock options that enables shares to be acquired at a price that is less than the average stock market price, are not taken into account in the calculation of diluted earnings per share 2.28 Sectoral information Analysis of the criteria set out by the IFRS 8 standard as regards the disclosure of financial information by reportable operating segment, leads to the identification of segment-based information, based on the type of product marketed by the Group. Management takes its decisions on the basis of this strategic development area and uses reporting by product as its key analytical tool. The product-based strategy also mirrors the Group's operational organisation. The two product segments thus identified are two separate leader entities: - "Frozen foods" business: this represents the bulk of Group income and is carried out by the legal entity Toupargel for which it is the only source of income;
85

- "Fresh food and groceries" business: this is carried out by the legal entity Place du March for which it is the only source of income. As the group carries out its business exclusively in France, presentation of income and earnings by geographic sector is not relevant. 2.29 Cash flow statement The cash flow statement has been drawn up in conformity with IAS 7 based on the indirect method. It distinguishes revenues derived from business from those derived from investment and financing operations. The impact of variations in scope is presented as a net amount under investment flows. It corresponds to the price effectively paid during the financial year, in the framework of acquisition policy, adjusted by the asset/liability cash position acquired. Cash flow from business is that which generates income and which does not correspond to the criteria of investment flows or financing flows. Cash flow is calculated by adjusting net income by amortisation and provisions (excluding variations in provisions for current assets with the nature of cash charges), income from divestments, and calculated charges (income and charges directly paid from reserves such as benefits related to payment in shares which results in creation of shares). Cash flow from investments are those resulting from acquisitions and sales of long-term assets and other assets not classified as cash equivalents. Interest received is also included in these investment flows. The Group includes finance leases in investment flows. Financing operations are those which result in a modification in the amount or nature of shareholders equity or corporate indebtedness. Increases in capital during the financial year, dividends paid, as well as issues or repayments of borrowings, are included in this category. The Group Cash position is defined as being the net balance of the following balance sheet items: - cash and equivalent, - current bank lines and credit balances.

86

NOTE 3 - Consolidation scope and closing date

The closing date is 31 December. The Consolidation scope as of 31 December 2010 comprises the following companies: - Toupargel Groupe SA, holding company of the consolidated group, "Frozen foods" business - Toupargel SAS, "Fresh food and groceries" business: Place du March SAS The company accounts retained for the consolidation as of 31 December 2010, concerning Toupargel Groupe SA, Toupargel SAS, and Place du March SAS, are for a period of 12 months corresponding to the statutory accounting closings for these entities.
Toupargel 25,000 K 1,250,000 shares 55,526 K 83,438 K 1 250 000 shares 100 % Full consolidation 13 chemin des Prs Secs 69380 CIVRIEUX DAZERGUES 957 526 858 47 11 A Place du March 100 K 100,000 shares (4,485)K 100 000 shares 100 % Full consolidation 13 chemin des Prs Secs 69380 CIVRIEUX DAZERGUES 325 743 516 47 91 B

Amount of capital Number of shares Shareholders equity as of 31/12/2009 Amount of investment Number of shares held Percentage held Consolidation method Head office SIREN Code NAF Code

NOTE 4 - Sectoral business information

en K In 000s 2010 (12 mois) Sales (non-Group) Income from ordinary business Sales margin Operating income Income from divestments Goodwill Intangible fixed assets Tangible fixed assets Capex Amortisation Workforce 331 134 331 610 191 751 22 764 1 427 96 486 573 40 724 8 945 9 702 3 360 Surgels 2009 (12 mois) 339 857 340 194 195 934 23 085 178 96 486 654 41 951 6 565 9 923 3 385 2008 (12 mois) 347 248 347 476 196 017 26 592 476 96 486 463 46 150 10 572 9 750 3 376 2010 (12 mois) 20 391 20 515 9 520 (836) 2 1 415 13 5 232 113 556 123 Frais - Epicerie 2009 (12 mois) 19 206 19 318 8 905 (2 098) 17 1 415 28 5 690 389 627 234 2008 (12 mois) 18 659 18 791 8 650 (2 518) 155 1 415 43 5 930 475 841 258 2010 (12 mois) 351 525 352 126 201 272 21 928 1 428 97 901 587 45 955 9 058 10 259 3 483 Consolid 2009 (12 mois) 359 064 359 513 204 839 20 987 195 97 901 682 47 641 6 954 10 550 3 619 2008 (12 mois) 365 907 366 267 204 667 24 074 631 97 901 507 52 080 11 048 10 591 3 634

Inter-sector sales are negligible.

The Group's business is with private customers. The mean annual sales figure per customer is 350. No individual customer accounts for more than 10% of consolidated sales. Sales to the 10 leading customers are therefore negligible, with the exception of sales to a dealer amounting to 664,000 in 2010, representing 0.2% of consolidated sales.

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Notes to the balance sheet

NOTE 5 Fixed assets
5.1 Summary a - Variation in gross fixed assets

Intangible fixed assets in 000s Goodwill 1st January 2008 97 901 Acquisitions Transfer from account to account Sales / Divestments 31 December 2008 97 901 Acquisitions Transfer from account to account Sales / Divestments 31 December 2009 97 901 Acquisitions Transfer from account to account Sales / Divestments 31 December 2010 97 901
(1)

2 957 286

3 243 493

3 736 238

3 974

Tangible Marketable fixed assets shares 112 205 10 762 3 497 3 497 5 403 114 068 3 497 6 461 -291 -291 7 252 113 569 3 205 8 820 -1 396 -1 396 7 183 116 601 1 810

Other financial assets 445 71 143 373 107 172 307 102 97 312

Total 213 508 11 119 5 546 219 081 7 061 0 7 424 218 718 9 159 0 7 280 220 597

(1) Intangible fixed assets corresponds to software Tangible fixed asset entries for 2010 correspond in the main to: - the acquisition of motor vehicles for 6,586,000, - various buildings and improvements for 1,238,000, - the acquisition of IT equipment for 996,000 Sales of fixed assets amounted to 2,183,000 (result: 1,428,000). They mainly comprises sale of a building and vehicles (renewal of fleet). b - Variation in depreciation / provisions
in 000s Goodwill 1st January 2008 Depreciation Transfer from account to account Writebacks 31 December 2008 Depreciation Transfer from account to account Writebacks 31 December 2009 Depreciation Transfer from account to account Writebacks 31 December 2010 Intangible Tangible fixed Marketable fixed assets assets shares 2 463 59 480 273 10 318 3 196 3 196 0 4 615 2 736 61 988 3 196 317 10 233 -285 -285 6 579 3 053 65 927 2 911 333 9 925 -1 221 -1 221 6 428 3 387 70 645 1 689 Other financial assets

Total 61 943 10 591 0 4 615 67 920 10 550 0 6 579 71 891 10 259 0 6 428 75 721

(1) Intangible fixed assets corresponds to software

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Depreciation of intangible and tangible fixed assets can be broken down into:
in 000s Amortisation of software Other depreciation of tangible fixed assets Property leases Equipment leases Total 31/12/2010 333 5 570 900 3 455 10 259 31/12/2009 317 4 162 900 5 171 10 550 31/12/2008 273 4 520 900 4 898 10 591

c Net fixed assets

in 000s Goodwill Intangible fixed assets Tangible fixed assets Other financial assets Total

31/12/2010 97 901 587 45 956 312 144 756

31/12/2009 97 901 682 47 641 308 146 532

31/12/2008 97 901 507 52 080 373 150 860

5.2 Goodwill and intangible fixed assets The 97,901,000 recorded as goodwill can be broken down into: - intangible assets related to Toupargel i.e. 96,486,000, - intangible assets related to Place du March i.e. 1,415,000, resulting from previous acquisitions of companies or businesses. Tests of possible loss of value are carried out at the end of the year based on 5 year plans approved by the Board of Directors. The method employed is that of discounted cash flows (DCF) carried out at the level of the units generating cash (UGC) as described in note 2.5. The discount rate and the growth rate in perpetuity used for estimating the recoverable value are as follows:
Frozen Foods business 2010 2009 2008 3.3 % 3.6 % 4.2 % 1.0 1.0 1.0 5.0 % 5.5 % 6.3 % 8.3 % 9.1 % 10.5 % 2.0 % 2.0 % 2.0 %

Risk-free rate Beta Risk premium Discount rate (WACC) Growth rate in perpetuity

Risk-free rate Beta Risk premium Discount rate (WACC) Growth rate in perpetuity

Fresh food and Groceries business 2010 2009 2008 3.3 % 3.6 % 4.2 % 1.4 1.4 1.3 5.0 % 5.5 % 6.3 % 10.3 % 11.3 % 12.4 % 0.5 % 0.5 % 0.5 % 89

The MEDAF model for measuring financial assets was used for determining the discount rates for the calculations which are applied to cash flows after tax. Their use leads to the determination of recoverable values identical to those obtained using rates before tax with untaxed cash flows. The assumptions adopted in terms of growth of sales and terminal values are, for the "Frozen Foods" division, consistent with the available market data, namely sales growth of 2.0% applied for the years 2012 to 2015. As the "Fresh Foods and Groceries" division is still in its development phase, a higher beta coefficient has been applied. A business plan has been set out for this division, which factors in an expansion of the catchment area and the steep rise in sales through the e-commerce website www.placedumarche.fr. It should be noted that the investment assumptions applied for determining terminal value cash flow include the increasingly significant sharing of logistics and delivery resources (jointly-run agencies and deliveries) between the "Frozen Foods" and "Fresh Foods and Groceries" divisions. Tests undertaken in 2008, 2009 and 2010 concerning goodwill for the UGCs (2 in 2008, 2009 and 2010: Toupargel and Place du March) did not result in any loss of value.

Frozen Foods business Recoverable value carrying value of the CGU's assets* 39,265,000

Fresh food end Groceries business 650,000

*The carrying value includes intangible and tangible assets and WCR The sensitivity of recoverable value calculations to variations in discount rates and growth rates of cash flow in the calculation of quarterly values is described in the table below.
Factors reducing the recoverable value to the carrying value Discount rate Frozen foods business Fresh food and Groceries business Fresh food and Groceries business 10.5 % 11.9 % 16.1 % Growth rate in perpetuity -0.2 % -1.2% -6.8 %

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5.3 Details of tangible fixed assets a - Detail

in 000s Gross amount Land acquired land leases Total land Buildings acquired Buildings leased Total buildings Technical installations acquired Total technical installations and equipment Other fixed assets acquired Other leased fixed assets Total other tangible fixed assets and leased Fixed assets in process Total of which lease finance contracts 1 666 1 007 2 673 16 728 20 457 37 185 14 628 14 628 19 757 42 344 62 101 13 116 601 63 808

31/12/2010 Depr. or Prov. 186 186 9 104 9 601 18 705 10 883 10 883 13 870 27 001 40 871 70 645 36 602

Net amount 1 480 1 007 2 487 7 624 10 856 18 480 3 745 3 745 5 887 15 343 21 230 13 45 956 27 206

31/12/2009 Net amount 1 582 1 007 2 589 7 362 11 756 19 118 4 472 4 472 6 402 14 751 21 153 309 47 641 27 514

31/12/2008 Net amount 1 367 1 146 2 513 7 346 12 656 20 002 5 114 5 114 13 071 10 726 23 797 654 52 080 24 529

b - Impact on the income statement of the restatement of lease finance contracts

in 000s The restatement resulted in: - a reduction in payments - an increase in transfers to depreciation - an increase in financial expenses - a reduction in other income Impact on income as of 31/12/2010 Impact on shareholders' equity as of 31/12/2010 Impact on income as of 31/12/2009 Impact on income as of 31/12/2008 Property leases 1 377 (900) (92) 175 560 6 246 718 868 Equipment leases 3 305 (3 455) (121) (516) (788) 6 314 (479) 894 Total

4 682 (4 356) (213) (341) (227) 12 561 239 1 762

Lease finance contracts include a purchase option at maturity at a price corresponding to: - for the vehicle fleet, 1% of the original value of the assets, - for industrial assets, a symbolic value ranging of 1.

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5.4 Details of other non-current financial assets

in 000s Gross amount Loans and other financial fixed assets Deposit and guarantees Total 18 295 312

31/12/2010 Depr. or Prov. Net amount 18 295 312

31/12/2009 Net amount 44 264 308

31/12/2008 Net amount 140 233 373

NOTE 6 - Details of deferred taxes

in 000s Provisions for retirement Organic Provision paid holidays Employee profit-sharing Deferred tax assets Restatement of equipment and financial leases Restatement of property leases Restatement of optional depreciation Provisions for price increases Reclassification other taxes Financial instruments Deferred taxes on leases land Deferred tax liabilities Net total 31/12/2010 1 858 208 62 985 3 114 2 174 2 151 2 080 97 328 859 256 7 944 (4 830) 31/12/2009 1 589 210 98 1 091 2 989 2 445 1 958 1 830 74 425 682 226 7 640 (4 651) 875 240 7 017 (4 383) 31/12/2008 1 120 203 107 1 204 2 634 2 610 1 711 1 519 62

NOTE 7 Stocks
In 000s
Cost value

31/12/2010
Depreciation Cost value or net realisable value

31/12/2009
Cost value or net realisable value

31/12/2008
Cost value or net realisable value

Fresh food and groceries Frozen foods Basic products (Toupargel Production) Marketing products Total

771 9 044 1 186 1 113 12 114

18 70 451 539

752 8 974 1 186 662 11 575

715 10 386 81 1 008 12 191

1 193 9 938 1 587 1 007 13 725

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NOTE 8 Current receivables and assets due to be sold

8.1 Details of receivables

in 000s Trade receivables Assets due to be sold (1) Other ordinary receivables Debtors Staff and related accounts State and relatd accounts Miscellaneous receivables Prepaid expenses Net total

31/12/2010 1 721 120 3 982 748 207 1 378 169 1 481 5 823

31/12/2009 1 770 295 3 194 631 139 1 098 279 1 047 5 259

31/12/2008 2 958 301 3 970 767 115 1 594 198 1 295 7 230

(1) Assets due to be sold concern the property assets of Saint Di, Void, Crissey and Courtisols (Place du March) and St Astier, Courtesoupe

(Toupargel). As their market value is estimated to be higher than their book value, the amounts in the balance sheet have been entered at their net book value.

8.2 Details of prepaid expenses

in 000s Miscellaneous purchases External services Other external services Financial charges Total net de lactif

31/12/2010 163 278 1026 14 1 481

31/12/2009 168 244 635 1 047

31/12/2008 271 366 658 1 295

NOTE 9 - Depreciation of current assets

9.1 As of 31 December 2010
in 000s For current assets Clients receivables Other current receivables Total 31/12/2009 522 39 561 Increases 422 21 443 Decrease 500 37 537 31/12/2010 445 23 468

9.2 As of 31 December 2009

in 000s For current assets Clients receivables Other current receivables Total 31/12/2008 578 34 612 Increases 533 4 537 Decrease 589 589 31/12/2009 522 39 561

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9.3 As of 31 December 2008

in 000s For current assets Clients receivables Other current receivables Total 31/12/2007 519 44 563 Increases 572 572 Decrease 513 10 523 31/12/2008 578 34 612

NOTE 10 - Cash and cash equivalent

The Toupargel Group has invested excess cash positions in short-term money market mutual funds. 10.1 Dcomposition
in 000s Other investment securities Cash position Total 31/12/2010 6 398 1 110 7 507 31/12/2009 9 056 1 275 10 330 31/12/2008 645 645

10.2 Inventory
in 000s BNPP Cash Invest P Investment securities Total 31/12/2010 6 398 6 398 6 398 31/12/2009 9 056 9 056 9 056 0 0 31/12/2008

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NOTE 11 - Consolidated shareholders equity

11.1 Composition of company capital The capital comprises 10,103,282 shares with a nominal value of 0.10 11.2 Reconciliation of company reserves with consolidated reserves
In 000s Company reserves as of 31/12/2010 Restatements of individual accounts Ca ncel l a ti on provi s i ons wi th res erve cha ra cter Deferred ta xes Ta x credi ts Property l ea s e contra cts Lea s e fi na nce contra cts Provi s i ons for reti rement Consolidation restatements Ca ncel l a ti on of di vi dends Amorti s a ti on of purcha s e pri ce di s crepa ncy rel a ti ve to bui l di ngs Amorti s a ti on of una l l oca ted goodwi l l Ca ncel l a ti on depreci a ti on for cons ol i da ted compa ni es IFRS restatements Ca ncel l a ti on goodwi l l a morti s a ti on Ca ncel l a ti on trea s ury s ha res Permanent restatement of full consolidation Res erves pri or to a cqui s i ti on Correcti on to a cqui s i ti on cos t of cons ol i da ted s ecuri ti es Ca ncel l a ti on of mergers Ca ncel l a ti on ca pi ta l ga i ns on property s a l es (goodwi l l ) Increa s e i n ca pi ta l by i ncorpora ti on Total restatements Consolidated reserves as of 31/12/2010 Ca pi ta l of Toupa rgel Groupe SA Shareholders equity as of 31/12/2010 (196) (15 000) (789) 70 3 570 6 146 (5 144) 15 000 (49) (2 649) 8 650 0 6 128 (2 697) 187 (992) (70) 2 677 168 (58) 6 246 6 314 (5 397) 6 315 (4 478) Toupargel Groupe S A 53 149 Toupargel 24 350 Place du March (4 771) Total 72 728

(49) (2 649) 8 650

268 (5 128) (13 964) 18 (922) (143) 16 976 22 538 46 888 46 888 (712) (21) 19

268 (5 128) (14 676) 769 (903) (143) 11 833 6 972 79 700 1 010 80 710

772

(11 622) 41 528 1 010 42 538

(5 143) (3 944) (8 716) (8 716)

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11.3 Information on stock options

Meeting dates (subscription scheme) Meeting dates (purchase scheme) Date of Board of Directors meeting Total number of shares that could be suscribed or bought of which subscribed or bought - by company Directors - by the top 10 salaried entitlements Starting date for the exercise of options Expiry date Subscription or purchase price Options lost by the original beneficiaries Number of shares subscribed - of which during the year Number of shares bought - of which during the year Number of options outstanding 2008 Plan 27 avril 2007 27 avril 2007 25 avril 2008 200 000 15 000 112 500 26 avril 2010 25 avril 2013 25,75 37 500 Nant Nant Nant Nant 162 500 2009 Plan 27 avril 2007 27 avril 2007 27 octobre 2009 15 000 2010 Plan 27 avril 2007 27 avril 2007 27 avril 2010 22 500

15 000 28 octobre 2011 27 octobre 2014 25,75 Nant Nant Nant Nant Nant 15 000

22 500 28 avril 2012 27 avril 2015 25,75 Nant Nant Nant Nant Nant 22 500

The expense recorded in employee benefits expenses in the 2010 financial statements amounted to 62,000 (113,000 in 2009). 11.4 Purchase of treasury shares As of 31 December 2009, the Toupargel Group held 200,000 treasury shares acquired for 5,106,000 for the purpose of allocating them to the stock option scheme approved by the General Meeting of 27 April 2007 and 2,880 shares pertaining to the liquidity contract, valued at 44,000. These amounts have been registered as a reduction in shareholders equity. As of 31 December 2010, the Toupargel Group held 200,000 treasury shares acquired for 5,106,000 for the purpose of allocating them to the stock option scheme approved by the General Meeting of 27 April 2007 and 1,616 shares pertaining to the liquidity contract, valued at 22,000. These amounts have been registered as a reduction in shareholders equity. 11.5 Allocation of 2010 profit The Board of Directors proposed to the General Meeting of 27 April 2011 called to approve the accounts for financial year ending 31 December 2010, the distribution of a dividend of 1.0 per share distributable either 100% in cash or 50% in cash and 50% in shares. 11.6 Management of shareholders capital The company is not subject to any specific obligation of a regulatory or contractual nature with regard to company capital. The Group does not have any specific policy for managing capital. Choices between external financings and capital increases are determined on a case-by-case basis depending on circumstances and needs. The company, in monitoring its equity capital, includes the same elements as those that are included in consolidated equity capital.

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NOTE 12 - Provision for benefits following employment (defined benefits scheme)

Retirement provisions (benefits following employment in the context of defined benefits schemes) evolved in the following way: As of 31 December2010
In 000s Provisions indemnities for retirement 31/12/2009 4 608 Equity effect Increases (SORIE)
390

Decreases 399

31/12/2010 5 397

As of 31 December2009
In 000s Provisions indemnities for retirement 31/12/2008 3 254 Equity effect Increases (SORIE)
1 091

Decreases 295 32

31/12/2009 4 608

As of 31 December2008
In 000s Provisions indemnities for 31/12/2007 retirement 2 925 Equity effect Increases (SORIE) 76 353 Decreases 100 31/12/2008 3 254

Retirement indemnities of companies in the Toupargel Group are determined by various collective agreements. The collective agreement applicable to the Group is the collective agreement governing wholesalers (brochure JO 3044). The collective agreement concerning sales representatives governed employees with this status. 12.1 Description of scheme The Group pays an indemnity when an employee leaves on retirement. The indemnity paid is a multiple of the monthly end of career salary. The number of months depends on how long the employee has been in the Group when he takes his retirement, the collective agreement and status of the employee. Rights are calculated on a straight line basis between the date on which the services rendered by staff begin to generate rights to benefits pursuant to the scheme (generally entry date into the Group) and the date on which additional services rendered by staff no longer generate a significant level of rights to additional benefits pursuant to the scheme (generally leaving date). Calculations have been carried out individually and the results aggregated at the company and Group level. New legislation on the financing of the social security regime prohibiting early retirement by
97

employers of employees aged less than 65 from 1 January 2010, and subjecting to the payment of a tax all retirements prior to 65 years of age, has not had any impact on the valuation of provisions, to the extent that it has been assumed that departures will be at the initiative of employees 12.2 Assumptions Actuarial valuations are based on a certain number of long-term assumptions supplied by the company. The rules assumptions are reviewed each year.
Assumptions retained for calculations Increase in salaries (1) Future inflation rate Discount rate Expected average remaining period of activity Expected return on assets Actual return on assets Social charges rate (depending on category) Leaving age (depending on category) 2010 3% 2% 4.70% ~7 years 4.0% 3.4% 47.5% 60/65 years 2009 3% 2% 4.90% ~7 years 4.0% 4.6% 47.5% 60/65 years 2008 3% 2% 5.50% ~ 8 years 4.5% 6.3% 47.5% 60/65 years

(1) including assumptions concerning career evolution, promotions, seniority and other factors throughout careers and inflation included

The method used to determine the discount rate has remained unchanged from previous years. The rates are chosen using data from global data providers such as Reuters and Bloomberg, provided they comply with the provisions of IAS 19 and the benchmarks of the group. In view of continued volatility in financial markets, a number of these indicators have proven less reliable to the extent that they might include bonds of lower quality than those required by IAS 19. The indices considered of lesser quality have not been selected or have been averaged with other indices. The expected rate of return on plan assets is determined by reference to information obtained from financial institutions for similar investments and takes into account the guaranteed element of performance. In 2010, the group updated its staff turnover levels on the basis of internal data for the number of leavers over the last three years. The turnover rates are expressed by age and job brackets.

98

12.3 Changes in the financial situation of defined benefits schemes A summary table of changes in the financial situation of defined benefits schemes is presented below:
In 000s Present value of obligations Full value of assets in scheme Balance entered into provisions for retirement Adjustments based on experience expressed as a% -on plan liabilities -on plan assets 31/12/2010 (5 927) 529 (5 397) 31/12/2009 (5 270) 662 (4 608) 31/12/2008 (3 825) 571 (3 254)

1.4% -1.3%

2.90% 0.10%

-0.47% 2.10%

Details of changes in the financial situation of defined benefits schemes are as follows:
in 000s Discounted present value of the obligations Opening balance Service cost Interest cost Benefits provided Actuarial gains and losses on obligations Curtailments and settlements Closing balance Discounted present value of the fair value of scheme assets Opening balance Expected return on assets Subscriptions paid Benefit payments by the fund Actuarial gains and (losses) on scheme assets Closing balance 31/12/2010 5 270 294 252 (250) 381 (20) 5 927 662 26 100 (250) (8) 529 31/12/2009 3 826 214 207 (68) 1 091 5 270 571 26 100 (36) 0 662 31/12/2008 3 620 197 187 (267) 88 3 825 695 31 100 (267) 12 571

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12.4 Impact of changes in defined benefits schemes on the financial statements a Balance sheet
in 000s Balance from previous year Charges during year Services provided net of repayment received from the fund Contributions paid into scheme (increase in assets) Actuarial situation for financial year (Sorie) Balance at end of year 31/12/2010 3 254 395 (32) (100) 1 091 4 608 (100) 76 3 254 31/12/2009 31/12/2008 2 925 353 3 286 352 (240) (200) (273) 2 925

In 000s Balance from previous year Charges during year Services provided net of repayment received from the fund Contributions paid into scheme (increase in assets) Actuarial situation for financial year (Sorie) Balance at end of year

31/12/2010 31/12/2009 31/12/2008 4 608 3 254 2 925 499 395 353 0 (32) (100) (100) (100) 390 1 091 76 5 397 4 608 3 254

b Income Statement
In 000s Cost of services rendered by beneficiaries in activity Financial cost Estimated income from assets in scheme Curtailments and settlements Charge nette (en rsultat oprationnel) 31/12/2010 294 252 (26) (20) 499 31/12/2009 214 207 (26) 395 31/12/2008 197 187 (31) 353

12.5. Analysis of interest-rate sensitivity The discount rate and the rate of wage growth are two major assumptions used in assessing defined benefit plan commitments and may have a significant impact on the amounts assessed. The table below indicates the impact on the amount of the commitment of a variation (upwards or downwards) of half a point in the discount rate and the expected increase in salaries.

100

000s Sensitivity to discount rate Present value of commitment - discount rate 5.20% Present value of commitment - discount rate 4.70% (rate used in 2010) Present value of commitment - discount rate 4.20% Sensitivity to the rate of salary increases Present value of commitment - rate of increase 3.50% Present value of commitment - rate of increase 3% (rate used in 2010) Present value of commitment - rate of increase 2.50% 5 624 5 927 6 253

6 273 5 927 5 604

12.6. Assets available to cover commitments Assets are placed in a life insurance policy of the insurance company ARIAL, denominated in euros, offering a guaranteed minimum return. The Group is unable to determine the amount of payments which will be made to the fund in 2011; a decision will be taken during the course of the year. 12.7. Amount of contributions charged in 2008, 2009 and 2010 for defined contribution plans The amount of employer payroll taxes paid by the Group in 2010 for defined contribution pension plans was 4,948,000 compared to 5,012,000 in 2009 and 4,871,000 in 2008.

NOTE 13 - Other non-current liabilities

13.1 Summary
In 000s Provisions Subsidies Total 31/12/2010 3 038 1 542 4 581 31/12/2009 4 260 1 757 6 017 31/12/2008 3 980 1 967 5 947

13.2 Detail of provisions As of 31 December 2010

in 000s Amounts as Increases of 31/12/2009 666 415 1 711 182 1 286 4 260 1 253 324 268 662 Writeback (provisions used) 153 365 219 161 1 099 1 996 479 2 Writebacks (provisions not used) 474 2 Amount as of 31/12/2010

Labour Court litigation Litigation in others courts Seniority awards Miscellaneous risks Provision for taxes Total

700 48 1 816 286 188 3 038

101

As of 31 December 2009
in 000s Amounts as Increases of 31/12/2008 1 299 365 1 150 160 1 007 3 980 430 50 713 167 670 2 031 153 144 390 1 455 296 Writeback (provisions used) 767 Writebacks (provisions not used) 296 Amount as of 31/12/2009

Labour Court litigation Litigation in others courts Seniority awards Miscellaneous risks Provision for taxes Total

666 415 1 710 182 1 286 4 260

As of 31 December 2008
in 000s Amount as of Increases 31/12/2007 Writeback (provisions used) 257 155 270 681 850 Writebacks (provisions not used) 823 27 Amount as of 31/12/2008

Labour Court litigation Litigation in others courts Seniority awards Miscellaneous risks Tax and duties Total

1 558 27 1 101 282 2 968

820 365 204 148 1 007 2 544

1 299 365 1 150 160 1 007 3 980

13.3 Comments Labour Court litigation Group companies are involved in various individual Labour Court litigations. As described in note 2.13, each litigation is subject to an evaluation of risk and a provision is accounted for in consequence. Provisions are revised as the cases advance and an evaluation of real risks run made at closing. On the date of writing this appendix, no significant element exists which would call into question the provisions accounted for. Seniority awards Commitments are accrued for in the individual financial statements of each company within the Group. The assumptions used in the actuarial estimation of these long-term commitments (turnover, rate of salary increases, discount rates, etc) are those given in note 12.2 relating to retirement termination benefits. The strong rise in commitments since 2009 is related to the adjustments made in 2009 in the actuarial assumptions (mainly the turnover rate).

102

Provisions for taxes Tax audits: Contribution to sustainable fishing: following a tax audit for the years 2008 and 2009, relating to this contribution, a provision has been made in the Toupargel SAS financial statements for 3341 K. An appeal has been made to the European commission against this eco-tax by Syndigel, the professional association, and by the FCD. Toupargel SAS has initiated proceedings against the French authorities with regard to the payment of this adjustment. For 2008, 2009 and 2010, the total amount paid or set aside in provisions amounts to 5035 K. Property tax, business tax Tax adjustments relating to the calculation of property tax (industrial use versus commercial use) paid on the group's logistics platforms have been settled or set aside in provisions. Toupargel SAS has initiated proceedings with regard to the payment of these adjustments. Meat tax - appeal underway: together with many other food distribution companies, Group companies began proceedings to request the restitution of meat taxes and supplementary taxes paid from 2001 to 2003. Their possible restitution (4,672,000) by the Administration has not been provisioned in the accounts. Deferred tax liability: Future tax charges concerning regulated provisions and capital gains awaiting taxation on depreciable items and land give rise to the establishment of provisions for taxation. Litigation: Summary of demands and provisions as of 31 December 2010
in 000s Number files of Demands from adverses parties
Provision

County Court Labour Court litigation Commercial litigation Total 52 3 55 1 213 1 213

Appeal Court 692 45 737

Higher Appeal Court

Total

Toupargel Group demands (not provisioned) 581 435 1 016

1 905 45 1 950

662 48 710

NOTE 14 - Net Financial debt

14.1 Net financial indebtedness as of 31 December 2010
Amount as Increases of 31/12/2009 to 10 083 18 000 credit 28 083 9 056 1 275 10 330 17 752 Repayments Amount as <1 year From 1 >5 years of to 5 31/12/2010 years 4 312 5 770 2 358 3 413 4 000 8 312 14 000 19 770 6 398 1 110 7 507 12 263 10 000 12 358 4 000 7 413

Indebtedness related retr.Lease finance Lines of credit Borrowings from institutions Investment securities Cash Cash and cash equivalents Net indebtedness

103

14.2 Net financial indebtedness as of 31 December 2009

Amount as Increases Repayments Amount as <1 year From 1 >5 years of of to 5 31/12/2008 31/12/2009 years to 15 021 1 866 6 805 10 083 4 309 5 120 654 10 000 credit 25 021 18 000 19 866 10 000 16 805 18 000 28 083 9 056 645 645 24 376 1 275 10 330 17 752 18 000 22 309 5 120 654

Indebtedness related retr.Lease finance Lines of credit Borrowings from institutions Investment securities Cash Cash and cash equivalents Net indebtedness

14.2 Net financial indebtedness as of 31 December 2008

Amount as Increases of 31/12/2007 to 16 806 5 955 18 000 credit 34 806 518 5 309 5 827 28 979 5 955 Repayments Amount as <1 year of 31/12/2008 7 740 15 021 5 971 8 000 15 740 10 000 25 021 0 645 645 24 377 10 000 15 971 7 907 1 143 From 1 >5 years to 5 years 7 907 1 143

Indebtedness related retr.Lease finance Lines of credit Borrowings from institutions Investment securities Cash

Cash and cash equivalents Net indebtedness

The Group has three medium term credit facilities, amounting to a total of 42 million, 14 million of which were being used on December 31, 2010: A credit facility has been provided by a bank pool to Toupargel SAS in an amount of 10 million from 1 August 2007 for an indeterminate period. Depending on the use of the facility, the applicable interest rate is based on Euribor for the period of drawdown plus an 0.40% margin. This credit facility is not subject to financial ratios. At December 31, 2010, the whole of this credit facility was being used. A credit facility was put in place by a bank pool for Toupargel Group SA and Toupargel SAS in an amount of 30 million (with an option to increase the facility to 50 million) from September 30, 2008 to September 30, 2013, repayable each half-year from March 31, 2009 in tranches of 3 million. On February 20, 2009, the increase option was used by an additional bank in an amount of 10 million bringing the total credit facility to 40 million, repayable half yearly from March 31, 2009 in tranches of 4 million.

104

The applicable interest rate is Euribor at the time of drawdown plus a variable margin based on a consolidated leverage ratio. This ratio (R) corresponds to consolidated net financial indebtedness divided by gross operating profit, according to the following table: Ratio 1.90 <= R 0.9 <= R < 1.90 0.5 < R < 0.9 R <= 0.5 Spread 0.85 % per year 0.75 % per year 0.65 % per year 0.60 % per year

Net consolidated financial indebtedness comprises the amount (excluding accrued interest) of short medium and long-term borrowings contracted with financial institutions plus the capital share of property lease commitments, and equipment lease commitments and lease financings with purchase options, less consolidated cash and investment securities. Consolidated gross operating profit is defined as consolidated operating profit (French standards), plus transfers to and less writebacks of amortisation and/or provisions of an operating nature (excluding employee profit-sharing) and after accounting for other income and charges. The variable margin is revised twice a year on the 31 March and 30 September. The loan facility is subject to an availability fee of 0.20% Covenants: The credit facility is subject to respect of the following financial ratios, calculated half yearly on 30 June and 31 December: ratio: Consolidated net financial indebtedness < 1.0 Consolidated net assets ratio: Consolidated net financial indebtedness Consolidated gross operating profit < 2.5

The definitions of consolidated financial indebtedness and consolidated gross operating profit are detailed above. Consolidated net assets are equivalent to shareholders capital plus merger and acquisition issue premium plus reserves plus or minus net profit/loss for the financial year plus a credit balance carried forward and minus debit balance carried forward. Toupargel Groupe SA can cancel some or all of the facility in advance in tranches of 10 million. At December 31, 2010 the covenants had been met. A credit facility has been provided by a bank to Toupargel Group SA and/or Toupargel SAS amounting to 10 million covering the period June 26, 2009 to June 26, 2014, repayable each half-year from June 26, 2009 in tranches of 2 million. The applicable interest rate is Euribor at the time of drawdown plus a variable margin based on a consolidated leverage ratio.

This ratio (R) corresponds to consolidated net financial indebtedness divided by consolidated EBITDA, on the basis of the following table

105

Ratio R > 1.50 1.30 < R <= 1.50 1.10 < R <= 1.30 0.9 < R <= 1.10 R <= 0.9

Spread 1.30 % per year 1.10 % per year 0.90 % per year 0.80 % per year 0.65 % per year

Consolidated net financial debt consists of outstanding capital plus interest on short, medium and long term borrowings and debt (including debt related to the restatement of leases and financial leases on consolidation), including overdrafts and drawdowns on credit facilities, plus debenture bonds and/or partners' escrow accounts to the extent that they have not been subordinated to credit facilities. Consolidated EBITDA is defined as operating income plus net amortization, depreciation, operating provisions and provisions for contingent liabilities. The variable margin is revised once a year on the first day of the interest period following the submission to the bank of an attestation regarding financial ratios. This must be drawn up within fifteen calendar days of approval of the consolidated annual accounts by the Shareholders Meeting, but no later than six months after the end of each financial year. The loan facility is subject to a commitment fee of 0.30%. Covenants: The credit facility is subject to covenants regarding the following financial ratios, calculated yearly on December 31 Ratio: Cash flow - dividends voted during the last financial year Debt service > 1.0

Ratio:

Consolidated net financial indebtedness

Consolidated EBITDA

< 2.0

The definitions of consolidated financial indebtedness and consolidated EBITDA have been provided above. Debt service means financial expenses net of cash plus principal payments of long-term financial debt (including debenture bonds and partners' escrow accounts, excluding variations in fixed term bank credit facilities) during the year under consideration, excluding any early repayments.

106

Toupargel Group SA has the option of cancelling all or part of the credit facility in advance. The covenants had been met on December 31, 2010. Available amounts at the end of each financial year were as follows:
In 000s 31/12/2010 42 000 31/12/2011 32 000 31/12/2012 22 000 31/12/2013 12 000 31/12/2014 10 000

As of 31 December 2010, 14, 000,000 have been made. 14.4 Indebtedness related to restatement of lease finance contracts As of 31 December 2010
in 000s Property leases Equipment leases Total 31/12/2009 5 395 4 687 10 083 Increases Repayments 1 286 3 027 4 312 31/12/2010 4 109 1 661 5 770

The reduction in equipment lease-financing liabilities results from a change in the financing of new vehicles, the purchase of which was self-financed in 2009. Of the 5,396,000 of real estate lease finance contracts outstanding at December 31, 2009, 5,192,000 are indexed on the Euribor. As of 31 December 2009
in 000s Property leases Equipment leases Total 31/12/2008 6 978 8 043 15 021 Increases 1 866 1 866 Repayments 1 582 5 223 6 805 31/12/2009 5 396 4 687 10 083

As of 31 December 2008
in 000s Property leases Equipment leases Total 31/12/2007 8 571 8 235 16 806 Increases 5 955 5 955 Repayments 1 593 6 147 7 740 31/12/2008 6 978 8 043 15 021

14.5 Average cost of debt The average cost of debt (before tax) was 2.4% in financial year 2009. 2010 2009 2008 Average cost of debt 1.6 % 2.4 % 4.9 % In 2008, 2009 and 2010, the average cost of debt was determined on the basis of average annual outstandings excluding leases (cash position less drawdowns on lines of credit), average annual property and equipment lease outstandings, net financial cost (restated for net income on investment securities) and by weighting the gross financial cost of each type of indebtedness.
107

In 000s Lines of credit Property leases: - Toupargel

Average annual Gross debt financial cost 17 173 3 569 1 175 192 46 46

Cost of debt 1.1% 1.3% 3.9%

Average cost of debt 0.8% 0.2% 0.2%

- Place du March Gross financial cost (on variable rate debt) Equipment leases: 2 900 - Toupargel 148 - Place du March 121 Gross financial cost (on fixed rate debt) 405 Gross financial cost 1.6% 6 4.4% 0.0% 283 115 4.0% 0.5%

NOTE 15 Details of current debt

In 000s Trade payables Employees Social security and social organisation State and municipal authorities Eco-taxes on seafood Debt for fixed assets Other debt Current debt Other debt Short-term financial debt Total 31/12/2010 22 582 11 656 13 658 1 041 3 552 1 037 0 846 31 791 12 358 66 730 31/12/2009 22 424 11 739 13 595 2 101 1 483 1 002 18 674 30 612 14 309 67 344 31/12/2008 29 321 11 790 13 617 1 348 735 354 120 1 077 29 040 15 971 74 332

In line with other companies in the sector, the Group is challenging the sustainable fishing tax introduced in 2008. No payment has been made regarding this tax (Note 13.3).

108

Note 16 Financial instruments 16.1 Financial assets

in 000s Marketable shares 31/12/2010 Loans and Financial assets Financial assets Balance receivables at fair value by at fair value by total earnings on earnings options 295 2 655 7 507 2 950 7 507 295 2 655 7 507 10 457 sheet

Other non-current financial assets Clients receivables and other debtors Cash and cash equivalent Total

in 000s Marketable shares

31/12/2009 Loans and Financial assets Financial assets Balance receivables at fair value by at fair value by total earnings on earnings options 264 2 724 10 330 2 988 10 330 264 2 724 10 330 13 318 sheet

Other non-current financial assets Clients receivables and other debtors Cash and cash equivalent Total

in 000s Marketable shares

31/12/2008 Loans and Financial assets Financial assets Balance receivables at fair value by at fair value by total earnings on earnings options 233 4 064 645 0 4 297 645 233 4 064 645 4 942 sheet

Other non-current financial assets Clients receivables and other debtors Cash and cash equivalent Total

109

in 000s Current Marketable shares Loans and receivables Clients receivables and other debtors Financial assets at fair value through profit and loss Cash and cash equivalent Total 7 507 295 2 655

31/12/2010 Non current Total

31/12/2009

31/12/2008

295 2 655

264 2 724

233 4 064

7 507

10 330

645

10 457

10 457

13 318

4 942

a - Marketable shares
No marketable shares were held by the Group as of 31 December 2010, 2009 and 2008. b - Loans and receivables at depreciated cost
In 000s 31/12/2010 Gross Depreciation Net 18 18 31/12/2009 Gross Depreciation Net 44 44 31/12/2008 Gross Depreciation Net 140 140

Loans and receivables at depreciated cost Client receivables and other debtor Total

3 105 3 123

468 468

2 637 2 655

3 242 3 286

562 562

2 680 2 724

4 536 4 676

613 613

3 923 4 063

Details of these items are provided in note 8. Income and expenses on loans and receivables recorded in income are as follows: 31 dcembre 2010 Interest Subsequent valuation Depreciation 202 31 dcembre 2009 Interest Subsequent valuation Depreciation 288

In 000s Net profit

In 000s Net profit

110

In 000s Net profit

31 dcembre 2008 Interest Subsequent valuation Depreciation 354

c - Financial assets at fair value by earnings No derivative financial instrument was recorded in the balance sheet in 2008, 2009 or 2010. The group's risk management policy and the use of financial instruments are analysed in note 17. d - Cash and cash equivalent Financial risk management policy is presented in note 17. As of 31 December 2010, cash investments amounted to 6,398,000. Cash surpluses are invested in money market mutual funds. In 2008, 2009 and 2010, the Group invested its surpluses in risk-free short-term money market mutual funds. In 2008, the sub prime financial crisis therefore had no direct impact on the Groups cash investments. Changes in the cash and cash equivalent position is provided in note 10. Remuneration on cash investments is presented in note 24. e - Fair value of financial assets As the maturity of customer receivables is less than 6 months, the face value of financial assets has been considered as equal to their fair value. 31 December 2010 (fair value ) In 000s Quoted price Fair value Balance sheet value Total

Models with Models with Total observable unobservable data data

Non current derivative instruments Other non-current financial assets Client receivables and others debtors Current derivative instruments Other current financial assets Cash and cash equivalent Total

295 2 655

295 2 655

295 2 655

7 507 10 457

7 507 10 457

7 507 10 457

111

31 December 2009 (fair value ) In 000s Quoted price

Fair value

Models with Models with Total observable unobservable data data

Balance sheet value Total

Non current derivative instruments Other non-current financial assets Client receivables and others debtors Current derivative instruments Other current financial assets Cash and cash equivalent Total

264 2 724

264 2 724

264 2 724

10 330 13 318

10 330 13 318

10 330 13 318

31 December 2008 (fair value) In 000s Quoted price

Fair value

Models with Models with Total observable unobservable data data

Balance sheet value Total

Non current derivative instruments Other non-current financial assets Client receivables and others debtors Current derivative instruments Other current financial assets Cash and cash equivalent Total

233 4 064

233 4 064

233 4 064

0 0

645 4 942

645 4 942

645 4 942

112

16.2 Financial liabilities The various categories of financial liabilities as of 31 December 2010 as follows: 31/12/2010 31/12/2009 31/12/2008 in 000s Current Non current Total Total Total Financial indebtedness 12 358 7 413 19 770 28 083 25 021 Trade and other payables 23 619 23 619 23 444 29 795

a - Financial indebtedness Financial debt is analysed in note 14. 31/12/2010 31/12/2009 31/12/2008 in 000s Current Non current Total Total Total Drawdowns on credit 10 000 4 000 14 000 18 000 10 000 facilities Lease finance borrowings 2 358 3 413 5 770 10 083 15 021 Total borrowings Bank overdrafts and current accounts Total financial indebtedness 12 358 7 413 19 770 28 083 25 021

12 358

7 413

19 770

28 083

25 021

Profits and losses on financial debt, mainly comprising interest, are presented in note 24. b - Derivative financial instruments No derivative financial instrument was recorded in the balance sheet in 2008, 2009 or 2010. Derivative instruments put in place in the framework of the Groups risk management policy have been analysed in note 17. Interest income on financial instruments which has not been revalued at fair value based on income amounts to: c - Trade and other payables In 000s Trade and other debt Debt for fixed assets Trade and other payables 31/12/2010 31/12/2009 31/12/2008 22 582 22 442 29 441 1 037 23 619 1 002 23 444 354 29 795

113

d - Fair value of financial liabilities

31/12/2010 In 000s Quoted price

Fair value Models with Models with Total observable unobservale parameters parameters

Balance sheet outstandings Total

Derivative financial instruments Trade and other payables Drawndowns on credit facilities Lease finance borrowings - Fixed rate - Floating rate Total financial indebtedness

22 582 14 000

22 582 14 000

22 582 14 000

1 571 3 960 5 531

36 582

1 571 3 960 42 113

1 810 1 810 42 352

31/12/2009 In 000s Quoted price

Fair value Models with Models with Total observable unobservale parameters parameters

Balance sheet outstandings Total

Derivative financial instruments Trade and other payables Drawndowns on credit facilities Lease finance borrowings - Fixed rate - Floating rate 4 515 5 192 Total financial indebtedness 9 707

22 442 18 000

22 442 18 000

22 442 18 000

4 515 5 192 40 442 50 149

4 891 5 192 50 525

114

31/12/2008 In 000s Quoted price

Fair value Models with Models with Total observable unobservale parameters parameters

Balance sheet outstandings Total

Derivative financial instruments Trade and other payables Drawndowns on credit facilities Lease finance borrowings - Fixed rate - Floating rate Total financial indebtedness

29 441 10 000

29 441 10 000

29 441 10 000

7 296 6 712 14 008

39 441

7 296 6 712 53 449

8 309 6 712 54 462

Note 17 Management of risks on financial instruments

Management of credit, liquidity and market risks are centralised and monitored by the Finance Department. Depending on how Group exposure evolves, decisions may be made to minimise such risks. 17.1 Credit risk In the context of its cash management activities, the Group is exposed to credit risk. Market transactions are effected within the limits of the authorisations determined by the Finance Department for each counterparty. For the Group, the counterparties with regard to financial instruments are: for trade receivables, debtors (mainly comprising commercial cooperation receivables with suppliers) for which the Group has as liabilities commercial indebtedness of at least an equivalent amount, for cash and cash equivalents, first-rate banks with excellent ratings from rating agencies. As of 31 December 2010, the Group held investment securities of a value of 6,398,000 Receivables in difficulty but not depreciated:

115

In 000s

31 December 2010 Assets in difficulty on the closing day Depreciat ed assets

0-3 months Loans and receivables at depreciated cost Receivables and other 2 637 debtors Total 2 637

3-6 months

6-12 months

More Total than 1 year

Total

Assets Total neither depreciat ed nor in difficulty Total

18 2 637 2 637 468 468 18

18 3 105 3 123

31 December 2009 In 000s Assets in difficulty on the closing day Depreciat ed assets Assets neither depreciate Total d nor in difficulty Total 44 2 680 2 680 2 680 2 680 562 562 44 44 3 242 3 286

0-3 months Loans and receivables at depreciated cost Receivables and other debtors Total

3-6 months

6-12 months

More than 1 Total year

Total

116

31 December 2008 In 000s Assets in difficulty on the closing day Depreciated Assets Total assets neither depreciated nor in difficulty 0-3 3-6 6-12 More Total Total Total months months months than 1 year Loans and receivables at 140 140 depreciated cost Receivables and other 3 923 3 923 613 4 536 debtors Total 3 923 3 923 613 140 4 676 17.2 Liquidity risk Toupargel Group disposes of short and medium-term credit lines (see note 14) with first-rate banks enabling it to ensure adequate flexibility in its financing sources. In 2008, 2009 and 2010, these covenants were met. Based on an in-house analytical tool, the Finance Department is responsible for maintaining sufficient liquidity at all times, by managing Group cash and obtaining financings with appropriate terms and conditions and maturities. As of 31 December 2010, credit lines had been mobilised in an amount of 14 million. As of 31 December 2010, non-discounted principal and interest payments on outstanding financial liabilities by maturity date were as follows: As of 31 December 2010 2008 2009 2010 2011 2012 > 5 ans Total Total balance sheet value

in 000s Derivative financial instruments Trade and other payables Drawndowns on credit facilities 32 425 Lease finance borrowings - Fixed rate - Floating rate Other borrowings Other debt Other financial liabilities
Total 1 300 1 095

22 286

12 147

10 118

10 118

10 118

97 213

14 000

378 976

20 875

627

447

75

1 698 4 095

1 810 3 961

34 820

23 640

13 042

10 745

10 566

10 193

49 005

19 771

117

As of 31 December 2009

2010

2011

2012

2013

2014

> 5 years Total

in 000s Derivative financial instruments Trade and other payables Drawndowns on credit facilities Lease finance borrowings - Fixed rate - Floating rate Other borrowings Other debt Other financial liabilities Total

Total balance sheet value

42 438

328

218

107

85

10 085

53 262

18 000

3 129 1 297

1 303 1 089

378 973

20 736

0 626

0 657

4 830 5 378

8 309 5 192

46 864

2 720

1 568

864

711

10 742

63 470

31 501

As of 31 December 2008

2009

2010

2011

2012

2013

> 5 years Total

in 000s Derivative financial instruments Trade and other payables Drawndowns on credit facilities 35 070 Lease finance borrowings - Fixed rate - Floating rate Other borrowings Other debt Other financial liabilities Total 4 773 1 714

Total balance sheet value

875

680

485

290

10 290

47 690

10 000

2 713 1 482

1 000 1 228

235 1 073

0 938

0 2 892

8 720 9 326

8 309 6 711

41 556

5 070

2 907

1 793

1 228 13 182

65 736

25 021

17.3 Market risks a - Currency risk In view of the very limited number of transactions carried out in currencies other than the euro, currency risk can be considered negligible.
118

b - Equity market risk No cash has been invested in equities. Available cash holdings have been invested in non-speculative investments (money market SICAVs) that can be mobilised at short notice. Toupargel Group exposure to market risk concerns Treasury shares held in the context of stock option plans and the liquidity contract. As of December 31, 2010, the Group held 201,616 Treasury shares. c - Interest-rate risk The policy of the Toupargel Group in managing interest rate risk meets the three objectives of security, liquidity and profitability. The management of interest rate risk has been centralised and is monitored and controlled periodically by the Finance Department. Consolidated debt of Toupargel Group SA is for the most part indexed on the variable interest-rate Euribor. In its financial management, Toupargel SA utilises, based on an analysis of exposure to interest-rate risks, a range of financial instruments designed to reduce such exposure and optimise financing costs. At December 31, 2010, no financial instrument was being used. Details of commitments with an interest-rate risk
In 000s

2011 2012 2013 2014 2015 Interest-rate Hedged

Lines of credit 32,000 (usables ) 22,000 (usables) 12,000 (usables) 10,000 (usables) 10,000 (usables) Euribor no

Property leases 1,095 976 875 627 447 Euribor no

Analysis of gross indebtedness by nature of interest rate As of 31 December 2010, the net debt of the Group was indexed for 91% on floating interest rates and 9% on fixed rates (mainly lease finance transactions for transport equipment).
Gross debt (floating rate) Gross debt (fixed rate) 31/12/2010 91 % 9% 31/12/2009 83 % 17 % 31/12/2008 67 % 33 %

Financial instruments exposed to interest-rate risk No impact has been recorded on the financial assets and liabilities of derivative instruments contracted to hedge interest rate risks, as no hedging was performed in 2008, 2009 or 2010. Loans and receivables at depreciated cost Loans and receivables have maturities of less than 6 months Consequently, the interest-rate risk attached to these assets is limited. Interest-rate hedging derivatives No derivative instruments contracted to hedge interest rate risks were held in 2008, 2009, or 2010.

119

d - Analysis of duration: interest-rate hedging Duration analysis is carried out on the basis of the situation of net financial floating rate indebtedness on the closing date. No financial instrument had been employed on that date. For interest-rate risk, duration corresponds to a variation in the yield curve of +1% and -1% compared to the interest rate in force on the closing date. As of 31 December 2010, the impact of a 1% increase in interest rates on all types of debt would increase the financial cost for the Group by 180,000 (232,000 in 2009). The negative impact on net profit, taking into account actual tax rates, was 106,000 (151,000 in 2009). As of 31 December 2010, the impact of a 1% decrease in interest rates on all types of debt would decrease the financial cost for the Group by 180,000 (232,000 in 2009). The positive impact on net profit, taking into account actual tax rates, was 106,000 (151,000 in 2009).

Notes to the income statement

NOTE 18 Sales
18.1 Analysis of sales by business sector
31/12/2010 000s Frozen food business Distance sales Miscellaneous (1) Subtotal Fresh food and groceries Distance sales Total 20 391 351 525 5.8% 100.0% 19 206 359 064 5.3% 100.0% 18 659 365 907 5.1% 100.0% 330 470 664 331 134 94.0% 0.2% 94.2% 339 186 671 339 857 94.5% 0.2% 94.7% 346 509 739 347 248 94.7% 0.2% 94.9%
Split

31/12/2009 000s
Split

31/12/2008 000s
Split

(1) represents sales of frozen food products to distributors with whom the Group has no capital relationship.

18.2 Toupargel Production Toupargel sales of processed foods (meat) amounted to 3,528,000 compared to 3,023,000 in 2009, corresponding purchases amounted to 2,201,000 compared to 2,181,000 in 2009. Stocks as of 31 December 2010 of finished products amounted to 1,186,000 compared to 1,367,000 as of 31 December 2009.

NOTE 19 Personnel costs

19.1 Dtail
in 000s Salaries Stock-options Social charges Profit sharing Other personnel costs Transfer of operating expenses Total 31/12/2010 82 684 62 28 859 2 831 1 177 -1 994 113 619 31/12/2009 84 651 113 29 175 3 170 981 -2 204 115 885 31/12/2008 82 679 84 27 085 3 496 280 -1 844 111 781

120

19.2 Staff
Average annual staff levels in full-time equivalent Executives Supervisors Reps EmployeesWorkmen Total of which seconded staff 31/12/2010 Toupargel Groupe SA 8 1 Toupargel 180 290 34 2 846 3 351 40 Place du March 2 8 113 123 3 Group total 190 299 34 2 959 3 483 43 31/12/2009 Group total 187 303 45 3 084 3 620 43 31/12/2008 Group total 179 276 64 3 115 3 634 44

NOTE 20 External charges

in 000s Electricity Fuel and lubricants Other materials and supplies not stocked Packaging Subcontracting Leases Maintenance and repairs Insurance Studies, documentation Fees Temporary workers Catalogues, routing Communication Sponsoring and patronage Incentives Transport and travel Telecommunications Postage Bank services Miscellaneous Total 31/12/2010 2 062 7 202 971 2 154 3 748 2 623 6 207 627 328 1 384 1 526 8 475 1 375 515 109 5 538 2 380 247 1 083 255 48 810 31/12/2009 2 045 6 687 869 2 519 2 711 2 562 5 832 682 420 1 140 1 480 8 600 2 055 630 370 5 774 2 392 251 1 058 190 48 268 31/12/2008 1 962 8 739 974 2 818 2 204 2 887 5 751 750 441 1 201 1 522 7 970 973 399 237 6 308 2 433 253 1 090 586 49 498

121

NOTE 21 Taxes and duties

in 000s IFA Professional tax Property tax Staff related taxes and charges Vehicle related taxes and charges Organic Eco Taxes on seafood Other taxes and duties Total 31/12/2010 74 943 905 2 488 182 597 3 552 21 8 762 31/12/2009 107 3 111 629 3 396 232 611 749 28 8 863 31/12/2008 74 2 684 324 3 293 356 574 735 45 8 084

NOTE 22 Provision
in 000s Depreciation Trade payables - Miscellaneous debtors Provisions
- Labour Court litigation - Litigation in other courts - Seniority awards - Miscellaneous risks - Provisions for taxes

31/12/2010 Transfers Writebacks 443 537 443 537 1 253

662 0 324 268

31/12/2009 Net 94 94 1 222 (34) 367 (105) (104) 1 099 (499) 817 52 52 (280) 633 (50) (560) (23) (279) (363) (591)

31/12/2008 (49) (49) (1 013) 259 (338) (49) 122 (1 007) (253) (1 316)

2 475
628 367 219 164

1 099 499 2 195 3 012

Retirement
Total

NOTE 23 Other income / other charges

in 000s Royalties Board fees Losses on receivables Tax fines Miscellaneous expenses Other charges Penalties received on purchases Revenues from depreciated receivables Share of depreciated subsidy Miscellaneous incomes Other income Total 31/12/2010 (62) (296) (24) (444) (826) 36 6 39 6 87 (739) 31/12/2009 (0) (35) (340) (13) (63) (451) 24 3 39 47 113 (338) 31/12/2008 (32) (305) (2) (178) (518) 132 6 28 37 204 (313)

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NOTE 24 Net financial cost

in 000s Net income from investment securities Discounts obtained Other financial income Financial income Interest on debt Gross financial cost Net financial cost 31/12/2010 5 229 4 238 (410) (410) (171) 31/12/2009 9 288 9 306 (798) (798) (491) 31/12/2008 39 361 8 408 (1 873) (1 873) (1 466)

NOTE 25 Corporate tax

25.1 Analysis of tax charge Tax Consolidation: Application of the tax regime for groups of companies (Note 2.26) had no impact on the tax charge. Deferred taxes: Deferred tax rates amounted to 34.43% in 2010, 2009 and 2008. On 31 December 2010, current tax included 2263 K for the new CVAE tax, resulting from the reform of French business tax (see note 2). 25.2 Effective tax rate The difference between the amount of tax resulting from application of the legal tax rate in force in France and the amount of tax effectively paid can be analysed as follows:
in 000s Profit or loss of consolidated companies before tax Average tax rate in force Theorical tax Impacts: - exceptional 3.3% allowance - permanent differences between book profit or loss and taxable profit or loss - tax reminders - other provisions Effective tax Effective tax rate 31/12/2010 21 757 34.43% (7 491) 25 (64) (1 484) 123 (8 891) 40.86% 31/12/2009 20 496 34.43% (7 057) 25 (51) (489) (7 572) 36.94% 31/12/2008 22 608 34.43% (7 784) 25 (111) (3) (7 873) 34.83%

in 000s Deferred tax assets Deferred tax liabilities Net differed tax

31/12/2010 3 114 7 944 (4 830)

31/12/2009 2 989 7 641 (4 652)

31/12/2008 2 634 7 017 (4 383)

In view of the tax consolidation regime, there does not exist any tax loss carry forward for the whole of the consolidation scope.

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25.3 Analysis of deferred taxes by type of timing difference

in 000s Retirements commitments (1) Deferred deductibility charges Employee profit-sharing Timing differences Tangible fixed assets (leases) Optional depreciation Miscellaneous Tax on provisions for price increases Corporate tax on leased land CVAE Timing differences concerning consolidation restatements 31/12/2009 1 590 309 1 091 2 989 (4 403) (1 830) (682) (74) (226) (425) (7 641)
Impact rsultat Reclassement

31/12/2010 1 858 270 985

134 (39) (106) (10) 78 (250) (177) (23) (29) 98 (303)

134

134

3 114 (4 325) (2 080) (859) (97) (256) (328) (7 944)

Net deferred tax assets (4 651) (314) (1) The 134,000 restated corresponds to the impact of applying IAS 19 (SORIE deferred tax).

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(4 830)

NOTE 26 Net income

26.1 Share of income of consolidated companies
in 000s Toupargel Groupe SA Toupargel Place du March Total Consolidated income Net profit 31/12/2010 31/12/2009 31/12/2008 31/12/2010 31/12/2009 31/12/2008 1 107 931 975 15 793 16 329 11 779 12 417 13 543 16 615 12 448 13 615 14 900 (659) (1 550) (2 855) (724) (1 608) 198 12 865 12 924 14 735 27 517 28 336 26 877

26.2 Consolidation restatements

in 000s Toupargel Groupe SA 15 793 (171) Toupargel Place du March Total

Net profit as of 31 December 2010 Deferred tax Cancellation regulated provisions Property Lease finance contracts Equipment lease finance contracts Provisions for retirement Cancellation of dividends Reserves for remuneration paid in shares Cancellation of depreciation of shareholder advances Other financial instruments Total restatements Net profit as of 31 December 2010

12 448 (16) 783 439 (819)

(724) (83) 11 121 31 (10) (5) 0

27 517 (270) 794 560 (788) (399) (15 000) (62) 513 (1)

(15) (15 000) (12) 513 (1) (14 686) 1 107

(374) (46)

(32) 12 417

66 (659)

(14 652) 12 865

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NOTE 27: Calculation of ordinary and diluted earnings per share

a Calculation of net income per share
31/12/2010 31/12/2009 31/12/2008

Net group profit per basic share (in 000s) Number of share (1) Net earnings per share (in )
(1): See c) determination of number of shares below

12 865 9 901 166 1.30

12 924 9 900 402 1.31

14 735 9 925 458 1.48

b - Calculation of net income per diluted share

31/12/2010 31/12/2009 31/12/2008

Net group profit per basic share (in 000s) Number of diluted share (1) Net earnings per diluted share (in )
(1): See c) determination of number of shares below

12 865 9 901 666 1.30

12 924 9 900 402 1.31

14 735 9 926 040 1.48

c - Determination of number of shares

31/12/2010 31/12/2009 10 103 282 10 103 282 -201 616 -202 880 9 901 666 9 900 402 31/12/2008 10 103 282 -203 136 9 900 146 25 312 9 901 666
Plans 2008-09-10

Number of ordinary shares issued (company capital) Number of self-controlled shares (Treasury shares and liquidity contract) (1) Number of shares in circulation (2) Impact of the weighing of shares issued for stock options and self-controlled shares (average number compared to 31/12/2008)(2) (3) Number of shares retained for the calculation of net profit per share (1)-(2)

9 900 402
Plans 2008-09

9 925 458
Plan 2008 Plan 2003

Diluted effect of stock options plans Remaining share options 200 000 Exercise price for options (en ) 25.75 Funds received from subscriptions (*) 0 Average share price (en ) 15.08 Number of shares theorically acquired with the funds received 0 (4) Number of theoretical additional shares 0 Average number of shares retained for the calculation of net diluted earnings per share (3)-(4) 9 901 666

177 500 25.75 0 15.07 0 0 9 900 402

15 000 1 200 25.75 8.75 0 10 500 17 17 0 618 0 582 9 926 040

(*) The Toupargel Group Board granted 200,000 stock options in its meetings of 25 April 2008, 27 October 2009 and 27 April 2010. As the subscription or purchase price, exercisable as from 26 April 2010 (2008 plan), 28 October 2011 (2009 plan) and 28 April 2012 (2010 plan) of 25.75 is greater than the average share price and the current price, they were not included in the calculation of the number of theoretical shares.
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Notes on commitments and other information

NOTE 28 Off-balance sheet commitments related to ordinary business
a Commitments provided
In 000s Bonds and guarantees given Other commitments given 31/12/2010 992 100 31/12/2009 1,363 100 31/12/2008 1,773

Guarantees provided: joint and several guarantee of Toupargel Groupe SA in an amount of 992,000 vis--vis Place du March in the context of a property lease contract for Chalon sur Sane. The contract has been restated in the consolidated accounts as borrowings and fixed assets. Toupargel SAS is a founder member of the Club du Muse Saint Pierre endowment fund and has undertaken to contribute to the fund a yearly total of 50,000, over a three-year period. The funds are earmarked for the development of the Lyon Muse des Beaux Arts, chiefly through the purchase and restoration of works of art and the development of the museum's collections. No payment was made in 2010 and the three-year agreement has been extended to 2012.

b Commitments received
in 000s Unused available credit lines Subsidies Total 31/12/2010 28 000 262 28 262 31/12/2009 34 000 34 000 31/12/2008 40 000 40 000

Lines of credit: as of 31 December 2010, Toupargel Groupe SA had available two medium-term credit lines of 32 million used on this date for 4,000,000. In addition, its subsidiary Toupargel has a medium-term credit line available for a total amount of 10 million, which has been entirely drawn down. Subsidies Subsidies received at the time these platforms entered into service had as a condition maintenance of employment created over a period: - Argentan (Toupargel, 2006) 900,000 (conditions: maintenance until 2011) - Montauban (Toupargel, 2006) 392,000 (conditions: maintenance until 2011) - La Roche Blanche Agency - Toupargel: at the time of the enlargement of the La Roche Blanche agency, Toupargel was granted a subsidy of 150,000 provided it made an investment of 1,100,000 and created 50 jobs. It received a down payment of 53,000 in 2006. The amoun t has not been recorded as a commitment received as it is subject to conditions. Toupargel has signed an agreement with AGEFIPH and has undertaken to implement a policy encouraging the employment of disabled people. Toupargel received a subsidy of 131,000 in 2010
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and, providing it meets its commitment, it will receive a subsidy of 92,000 in 2011 and 39,000 in 2012, a total of 262,000. c Reciprocal commitments Lease finance contracts: These are restated in the consolidated accounts (into borrowings, financial expenses and fixed assets). Rental payments are as follows:
in 000s Payments of less than Payments of more one year than one year and less than five years 1 148 3 046 1 294 392 2 441 3 438 Payments of more than five years 75 75 Total

Buildings Vehicles Total

4 268 1 686 5 954

The impact on the income statement of the restatement of lease finance contracts is provided in note 5.3 b. Leases
Total Future maturities in 000s Commercial leases Total 2011 2012 2013 2014 Following financial years 197 547 197 547

4 764 4 764

1 771 1 771

1 259 1 259

989 989

Commercial leases: The Group occupies leased land and buildings. Charges related to financial years 2010, 2009 and 2008 amount to respectively 2,527,000, 2,439,000 and 2,405,000. Other major reciprocal commitments Toupargel Groupe SA renewed its partnership agreement in 2008 with Canal+ Events, the organiser of "Asvel Basket" events, for seasons 2008/2009, 2009/2010 and 2010/2011. The total budget amounts to 300,000 per season. 300,000 was paid in 2010, while 150,000 remains to be paid for the first half of 2011. Toupargel and the EM Lyon business school have agreed to set up a chair to be called "Doing Business in Home Delivery Retailing. In return, Toupargel has undertaken to provide financial support to EM Lyon amounting to 100,000 per year over a three-year period. On 31 December 2010, the total commitment amounted to 300,000. Commitments for purchasing goods, as on 31 December 2010, represent future commitments taken with regard to our suppliers.
in 000s Fixed asset orders Goods' purchases commitments (short-term) Sponsoring - Patronage Total 31/12/2010 31/12/2009 31/12/2008 109 382 540 44 485 38 273 23 156 450 550 750 45 044 39 205 24 446

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d Complex commitments - Commitments related to borrowings (guarantees, default clauses): see note 14 - Ad hoc entities: the Toupargel Groupe has no ad hoc entities - Securitisation transactions: the Group is not involved in any securitisation transactions.

NOTE 29 Other commitments and other information

a Individual training rights The law of 4 May 2004 provides employees of French companies the right to training courses of 20 hours minimum per year, cumulative over a period of 6 years (ie a maximum of 120 hours per employee). Amendment 2 of 14 October 2004 to the "Wholesale Businesses" CCN increases this individual right to training to 21 hours for a full-time employee (i.e. a maximum of 126 hours). Rights not yet used as of 31 December 2010 representing a total of 312,849 hours (compared to 294,075 hours as of 31 December 2009 and 239,130 as of 31 December 2008), did not result in the constitution of a provision as of 31 December 2010. Individual Training Rights are considered as a possible liability; however, the history of the use of this right does not indicate any probable significant additional cost for professional company training. b Capital gains on non-amortisable items Successive mergers, carried out under a beneficial tax regime have resulted in, for Toupargel-Agrigel SA, its subsidiaries, and absorbed companies, a tax deferral of capital gains for non amortisable items and in particular business goodwill, investment certificates and land. Unrealised capital gains for land have been provisioned for taxes. The other tax deferrals are all provisional in nature, as they comprise constituent and significant elements of the group's business goodwill. Revaluation gains arising from mergers (which are eliminated on consolidation and for which no deferred tax is recognised) are as follows: - Business goodwill 26,857,000 (consolidated goodwill) - Investment certificates 3,681,000 (consolidated undistributed reserves) Total 30,538,000 Following the 2004 Revised Finance Law (article 39), a long-term capital gain will become progressively exempt from tax: 15% taxation in 2005, 8% in 2006 and tax-free from 2007, with the exception of a 5% charge. The impact on the Group comprises 3,681,000 in deferred taxation relating to investments. c Pledge of registered shares As of 31 December 2010, no share of Toupargel Groupe SA was pledged.

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NOTE 30 Related parties

30.1 Board Directors and Executive Committee a - Remuneration Total remuneration comprises a fixed and a variable element. Total gross revenues in 2010 for directors et Executive Committee amounts to:
In 000s Fixed remuneration Variable remuneration Stocks options 2010 1 497 94 36 2009 1 475 73 63

b Directors fees Directors fees paid in 2010 amounted to 62,000 (beneficiaries: independent directors). Mr. Charret, prior to his appointment to the Board of Directors, invoiced 5000 in fees. c Long-term benefits and post-employment benefits: Provisions for seniority awards (Directors and Executive Committee) amounted to 52,000. Retirement indemnities provisioned as of 31 December 2009 concerning directors and Executive Committee amounted to 502,000. d - Indemnity commitments There is no commitment to pay non-competition indemnities to company directors or members of the Executive Committee. One member of the Executive Committee is the beneficiary of a 12 months salary indemnity for dismissal in addition to indemnity payments due under the Collective Agreement. 30.2 Other related parties In 2008, Toupargel Groupe SA renewed its partnership contract with Canal+ Events, organiser of Asvel basketball events. The company's CEO, Roland Tchnio, is a director of the Asvel basketball club. Toupargel recorded an expense of 300,000 in 2010 for its sponsorship of the 2010/2011 season. Toupargel SAS is a founder member of the Club du Muse Saint Pierre endowment fund and has undertaken to contribute to the fund a yearly total of 50,000, over a three-year period. The funds are earmarked for the development of the Lyon Muse des Beaux Arts, chiefly through the purchase and restoration of works of art and the development of the museum's collections. No payment was made in 2010. The three-year agreement has been extended until 2012. Toupargel Groupe SA signed a contract with Apax Partners SNC on January 1, 2009 for consultancy services. The provision set aside in 2010 amounts to 15,000. TT Investissements (managed by Roland Tchnio) granted Toupargel Groupe SA a credit facility amounting to 5000 K at an annual interest rate of 1.0% from 1 July 2010 till 31 October 2010 (interest payments: 17 K) and a further facility of 3000 K at an annual interest rate of 1.3%, from 1 November 2010 to 31 December 2010 (interest payments: 7 K)
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There exists no other transaction with other related parties within the meaning of standard IAS 24: shareholders, associated companies and joint ventures. 30.3 Intra-group relations List of subsidiaries and investments (in 000s). Subsidiaries (>50%) Name and head office Gross value of Loans, shares advances Toupargel 25,000,000 100 % 83,438,000 69380 Civrieux dAzergues Shareholders Dividends Net value of Guarantees equity received shares. provided 55,626,000 15,000,000 83,438,000 Place du March Capital Share Capital Share Sales 337,326,000 Net profit 12,448,000

69380 Civrieux dAzergues 100,000,000 100 % Shareholders Dividends equity received (4,485,000)

Gross value of Loans, Sales shares advances 6,155,000 20,993,000 Net value of Guarantees Net profit shares. provided (724,000)

Toupargel Groupe provides management and administrative services for its subsidiaries, Toupargel and Place du March. Fees invoiced for these services in 2010 totalled respectively 3,917,000 and 86,000. Toupargel Groupe is the lead company in the group tax consolidation Toupargel Groupe manages the cash situation for companies within the group. Toupargel Groupe has granted collateral security to Place du March with regard to the Saint Marcel real estate finance lease (992,000 at December 31, 2010). Toupargel SAS rebilled Place du March for goods (75,000), fees for customer prospecting (124,000), for seconded staff and administrative services (804,000), logistic services (610,000), sundry disbursements (241,000K), and for deliveries to customers (3,197,000). Place du March has rebilled Toupargel SAS for goods (21000) and sundry disbursements (349,000).

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NOTE 31 Statutory Auditors' remuneration (excluding expenses)

(thousands) Safici Amount Percentage 2009 2010 2009 2010 Deloitte & Associs Amount Percentage 2009 2010 2009 2010

Audit - Statutory Audit of company and consolidated accounts Issuer 25 Fully consolidated subsidiaries - Other procedures and services directly related to the statutory auditor's mission Issuer Fully consolidated subsidiaries Sub-total 25 - Other services rendered by the networks to fully consolidated subsidiaries Legal, tax and corporate Others Total 25 26 100% 100% 33 87 33 89 27% 73% 27% 73%

26

100%

100%

14 134

122

100%

100%

26

100%

100%

134

122

100%

100%

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SAFICI 11 rue Auguste Lacroix 69003 LYON

DELOITTE & ASSOCIES Immeuble Park Avenue 81 boulevard de Stalingrad 69100 VILLEURBANNE TOUPARGEL GROUP French limited liability company (Socit Anonyme) 13 chemin des Prs Secs - 69380 CIVRIEUX D'AZERGUES Report of the Statutory Auditors on the annual financial statements Year ended December 31, 2010

To the Shareholders, Pursuant to the mission that was entrusted to us by your General Meeting, we hereby present our report for the year ended December 31, 2010, concerning: -the audit of the consolidated financial statements of the Toupargel Group, as they are attached to this report; - justification for our assessments; -specific verifications required by legislation. The consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS We conducted our audit in accordance with accepted professional standards in France. These standards require that we carry out due diligence in order to obtain reasonable assurance that the consolidated financial statements are free of material errors. An audit consists in verifying, through sampling or other selection methods, items supporting the amounts and information contained in the consolidated accounts. An audit also includes an assessment of accounting principles used, significant estimates made and the overall presentation of the financial statements. We believe that the information we have obtained is sufficient and represents an appropriate basis for our opinion. We certify that the statements are, with regard to IFRS as adopted by the European Union, fair and accurate and fairly present the assets, liabilities, financial position, as well as the results of the group constituted by the persons and entities included in the consolidation. Without qualifying our opinion, we draw your attention to note 2.1 which describes the accounting treatment applied to the business value added contribution (CVAE). II. JUSTIFICATION FOR ASSESSMENTS In accordance with the requirements of article L.823.9 of the French Commercial Code relating to the justification of our assessments, we bring to your attention the following matters: - The company conducts an annual impairment test on its goodwill as described in notes 2.5 and 5.2 of the consolidated financial statements. We reviewed the procedures governing this impairment test, estimates of cash flows and assumptions used and verified that notes 2.5 and 5.2 provide appropriate information. - Your company constitutes provisions to cover contingent liabilities and social commitments as described in notes 2.14, 2.15, 12 and 13 of the notes to the consolidated accounts. Our work consists

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in particular in assessing the information and assumptions on which these estimates are made, reviewing the calculations made by the company and examining management approval procedures for the estimates. We have assessed the reasonable character of the estimates. The assessments were made in the context of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. III. SPECIFIC VERIFICATION In accordance with professional guidelines applicable in France, we also verified the information contained in the report on the management of the group. We have no comment to make concerning the fairness of the information and its consistency with the consolidated financial statements. Lyon and Villeurbanne, March 28, 2011 The Statutory Auditors SAFICI Jacques CONVERT DELOITTE & ASSOCIES Alain DESCOINS

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13, chemin des Prs Secs 69380 Civrieux dAzergues - France Tel. 33 4 72 54 10 00 - Fax 33 4 72 54 10 30 Contact: infofinanciere@toupargel.fr

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