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ANNUAL

REPORT 2011

ANNUREPO2011

ANNUAL REPORT 2011

Annual Report 2011 | 3

KEYHIGH2001KEY HIGHLIGHTS 2011

2011 was an iconic year for CAMPOSOL in various ways: production volumes were significantly higher as 671 Has of Avocado, 351 Has of Grapes and 46 Has of Citrus (tangerines) entered into early stage of production. In addition, the US market, the largest and fastest growing market for avocado in the world, was effectively open for Peruvian Hass Avocado, which impacted prices with a 40% premium and allowed the Company to reach the self imposed barrier of an EBITDA (b.f.v.a) of USD 30 million.

Main 2011 highlights were:

Changes in top management team:

• InJuly2011,JoseAntonioGomezwashiredasChief Commercial Manager.

• In October 2011, Samuel Dyer Coriat wasappointed CEO, becoming Executive Chairman.

Changes in our operations:

• The Company migrated its organization into amatrix structure where business unit managers on one side, oversee all processes of a crop ensuring its profitability, and on the other side, support areas thatprovideservicestotheentireorganization.

• Three business units were implemented:Asparagus, Fruits (Avocado, Grapes) and Rotational Crops (Piquillo Peppers, Artichokes, others), which are complemented by the already existing Shrimp unit.

From a commercial point of view:

• TheUSmarket,thelargestandfastestgrowingmarket for avocado in the world, was effectively open for Peruvian Hass Avocado, which impacted prices with a 40% premium and allowed the Company to reach the self imposed barrier of an EBITDA (b.f.v.a) of USD 30 million.

Subsequent Events:

• In January 2012, the Company issued USD125 million 9.875% senior unsecured noted due 2012. The net proceeds were and will be used to pay long term debt, to finance capital expenditures and for general corporate uses.

KEYHIGH2001

COTENTCONTENTS

1. Letter from the CEO | 6

2. Overview | 8 2.1. Vision 2.2. Mission 2.3. Values 2.4. Business Principles 2.5. Our People 2.6. Board of Directors 2.7. Management Team 2.8. OrganizationalChart 2.9. Legal Structure 2.10. Brief History

3. Products & Categories | 24

4. Board of Directors´ Report | 28 4.1 Main Activities 4.2 Market Situation 4.3 Company Strategy 4.4 Summary of the Year 4.5 Operations 4.6 Working Environment 4.7 Research & Development 4.8 Social Responsibility 4.9 Financial Results 4.10 Allocation of Net Income 4.11 Shares and Shareholders 4.12 Contingency Plan, Risk Management and Uncertainties 4.13 Financial Calendar 4.14 Future Prospects 4.15 Auditors 4.16 Corporate Governance

5. Key Investment Considerations | 40

6. Corporate Governance | 42

7. Independent Auditors’ Report and Audited Financial Statements | 62

Annual Report 2011 || Annual Report 2011 76

legal, corporate affairs and finance that operate transversally to the entire organization generatingsynergies.

We believe with these changes, the Company will achieve its vision while building a much bigger and profitable company for our stockholders, creating social value to our prioritized stakeholders andreducing our environmental impact.

It is also important to mention that at the beginning of 2012, the Company was able to restructure its long term debt by the successful issuance of a USD 125 million 9.875% senior unsecured notes due 2017. Settlement of the bond issue occurred on February 2nd, 2012 and the net proceeds were and will be used to pay long term debt, to finance capital expenditures and for general corporate uses.

In 2012, we look forward to continue positioning ourselves in the US market, the largest and fastest growing market for avocado in the world, now open for Peruvian produce and in other markets with high growth potential.

Sincerely,

Samuel Dyer CoriatExecutive Chairman

LEFRCELETTER FROM THE CEO

Dear Shareholders, Partners and Collaborators


As you may all recall, the Company had been preparing itself since 2008 by directing most of its expansion projects into more than tripling its avocado planted area to fully take advantage of such market, and is now starting to do so.

In order to successfully implement its strategy, the Company migrated its organization into a matrixstructure where business unit managers on one side, oversee all processes of a crop ensuring its profitability, and on the other side, support areas that provideservicestotheentireorganization.Thisnewstructure required other capacities and strengths, and accordingly, a Chief Commercial Officer was strategically hired.

Furthermore,Mr.FabioMatarazzoresignedfromtheCEO position, which is why I assumed the role of CEO in October, becoming the Executive Chairman of the Board.

It is noteworthy; Mr. Fabio Matarazzo is now amember of the Board of Directors and continues to serve CAMPOSOL with his insights with special emphasis on marketing and sales.

Along with these changes, three business units were implemented: Asparagus, Fruits (Avocado, Grapes) and Rotational Crops (Piquillo Peppers, Artichokes, others), which are complemented by the already existing Shrimp unit. These new business units are now led by a well balanced team of professionals, some from within the company and some new, which together form an enthusiastic and solid team. Additionally, there are support areas for these business units such as logistics, human resources,


• Respect We appreciate and esteem people and we foster

good relations within an environment where ideas and feedback are highly appreciated.

• Teamwork We share our objectives and strategies and we

strive to be communicative and transparent, creating an open and flexible atmosphere where team objectives take precedence over personal goals.

• Excellence We all work to attain the highest standards of

performance, innovation and quality in all areas of our processes, activities and products. We give great attention to detail and endeavor to comply with the demands and expectancies of the international market.

• Austerity We work towards achieving efficiency along

the whole chain of value while maintaining strict discipline on our cost management and implementing policies that impede questionable spending.

CAMPOSOL abides by four Business Principles which guide the work it carries out and the form of interacting with society:

Human Resources Management

CAMPOSOL recognizes its commitment to itsemployees to establish the best working conditions to enable professional and personal wellbeing and development, in a friendly internal atmosphere, with the aim of fulfilling our vision, mission and values. It further provides training opportunities on an ongoing basis and identifies and recognizes outstandingemployees.

OVERVIEOVERVIEW

CAMPOSOL is the leading agro-industrial company in Peru and the largest asparagus exporter in the world. The company owns all the fields where its products are sowed and harvested, having total control of the growing, harvesting and packing phases of its final products.

The CAMPOSOL’s products portfolio include: White & Green Asparagus, Avocados, Grapes, Mangoes, Piquillo Peppers and Citrus (tangerines), which are packedfresh,frozenorcanned,andexportedtotheworld. It also operates a shrimp farming business underitssubsidiaryMarinazul.

By being vertically integrated, from the growing fields to the finished products, CAMPOSOL guarantees that only products of the highest quality are being offered to our wide range of customers.

Our vision is to be an internationally admired, branded supplier of quality agricultural products.

Our mission is to reliably satisfy the fruit and vegetables needs of our clients and consumers around the world with efficiency, quality and responsibility.

CAMPOSOL has established the following corporate values: • Integrity We are honest, we honor our commitments and

we are responsible for the consequences of our actions, always contemplating the triple bottom line: economic, social and environmental.

2.1 Vision

2.2 Mission

2.3 Values

2.4 Business Principles


Ethics

CAMPOSOL is convinced that in order to consolidate and develop itself, it must follow its business objectives and ethical principles and apply them in its relations with customers, suppliers, shareholders, employees and society in general. High standards of ethics and integrity ensure our credibility in the eyes of our stakeholders and CAMPOSOL expects all its employees to maintain the highest ethical and integrity standards.

Honesty, dignity, respect, loyalty, proper behavior, efficiency, transparency and awareness of ethical principles are the highest values that guide CAMPOSOL’s relationship with our stakeholders.

Social development and community relations

CAMPOSOL is committed to balancing the impacts caused by our industry, enhancing the positive impacts that create value for the company and the society at large. To this end, we carry out actions in the localities within our area of influence, fostering synergic, ethical relations based on trust among the company; the inhabitants; the local, regional and national government; grassroots organizationsand other stakeholders involved; establishing long-lasting relationships of ongoing dialogue and mutual respect with our neighbors.

Quality, Environment, Safety and Health

CAMPOSOL reflects its responsible attitude in all its activities, guaranteeing the satisfaction of its clients, the health and safety of its collaborators and respect for the environment.

By complying with the following features, CAMPOSOL undertakes to maintain an Integrated Management System of Quality, Environmental Safety and Occupational Health, based on international standards, oriented towards the principle of continuous improvement in order to obtain products of the highest quality, ensuring the traceability of the sameandoptimizingprocessesforthereductionofour environmental impacts, the satisfaction of our clients, collaborators, suppliers, the community, government and shareholders, as well as the

principle of avoiding contamination that is present in our activities; guaranteeing compliance with applicable legal requirements and other objectives to which we subscribe.

As in most agro-industrial companies, the intensity of labor of CAMPOSOL’s activities varies throughout the year. The number of people employed depends on the season, the product and the volume being harvested and the amounts harvested, all of which have a direct influence on our operations. In this respect, our employees are organized inthe field work, in the plant and in administrative tasks, three areas that comprise an integrated and highly competent human team. During 2011 peak seasons, CAMPOSOL registered more than 11,300 employees in its operations in Chao/Viru, Piura and Tumbes and in its offices in Lima. Our labor force is composed of around 95% operational workers and 5% administrative staff and executives.

2.5 Our People

CAMPOSOL shareholders consider it to be of utmost importance to have a professional, independent Board of Directors. This opinion complies with the recommendations established in the Norwegian Code of Best Corporate Government Practices, especially relating to the independence of the organism.

2.6 Board of Directors


Mr.Matarazzo is an accomplished business leader withextensive global experience spanning Latin America, Europe and Asia, primarily in leading Agribusiness and fast moving consulting groups, multi-national companies like IRFM, The Coca-Cola Company and Del Monte Foods. He has strong General Management, Operations and Commercial Marketing expertise in both emerging and mature markets. In addition he has worked on a wide range offoodindustryrationalization,integration,acquisitionandturnaround projects. His latest assignment in SEA was to acquire first hand expertise on the Philippines, India, China and Singapore FMCG markets, having successfully led the regional Del Monte Pacific Company to an enhanced professional level. Between January 2010 and October2011, Fabio was CAMPOSOL s CEO and after this period he was invited to be part of the Directory. He holds a B.A. with a Major in Economic Theory coupled with numerous postgraduatespecializedMarketing&Salescourses.Heis fluent in Italian, Portuguese, French and Spanish.

Mr. Aguirre is a senior managing director in FTI’s Corporate Finance practice and is based in Toronto. Prior to joining FTI, Sam was a partner at PricewaterhouseCoopers in the Corporate Recovery area.Mr. Aguirre’s formal training took place in Canada where he acquired a Chartered Accountant designation and a license to act as trustee in Bankruptcy. His experience includes formal bankruptcy proceedings (receiverships, reorganizations, and bankruptcies), out-of-courtrestructurings and operational restructurings. He has participated in aggregate debt restructurings in excess of USD 60 billion. Mr. Aguirre has spent significant periods of time on the ground in various Latin American countries participating and overseeing due diligences and negotiations between companies and creditors. Mr. Aguirre brings extensive restructuring experience coupled with in-depth financial and accounting skills, fluency in four languages (English, French, Spanish and Portuguese) and a solid appreciation of cultural differences.

Mr. Aristodemou earned an LLM in Banking and Financial Law degree from the Boston University. He is currently a global partner in Harneys - ALYCO IN Cyprus and the managing partner of the Cypriot office. He has vast experience in banking and finance, private equity, capital markets and corporate taxes. He serves leading international banking institutions and investment funds and assists companies with IPOs on international stock exchanges such as NYSE, OSE, London AIM and TASE.He is director of various companies such as Volito Cyprus and OTP Holding Limited – Holding of a Hungarian Bank.

Ms. Berdal earned a law degree at the University of Oslo in 1987 and was admitted to the Norwegian Bar Association in 1990. She was a partner of Arntzen de Besche LawFirm in Oslo until 2005 and since then has worked as an independent legal and corporate counselor. Ms. Berdal is also a director of Itera Consulting Group, Rocksource, Gjensidige Pensjon og Sparing Holding AS, DnB NOR Eiendomsfond 1 AS, Gassco AS, Q-Free, Infratek and COPEINCA.

Mr. Castagnola graduated in Economics from Universidad del Pacífico, with a Master’s Degree in Public Policy from Harvard University. He is CEO of Apoyo Consultoría and Chairman of the Board of AC Capitales SAFI. He was a Member of the Board of the Banco Central de Reserva del Peru and currently is a Member of the Board of Austral Group, Cementos Pacasmayo, Scotiabank, Saga Falabella and Maple Energy.

Mr. Chumbez has a Bachelor’s degree in Accountingfrom Universidad Ricardo Palma, with studies in banking, finance, management and administration from INCAE Business School (Costa Rica). Experience in Ernst & Young and other Peruvian audit companies. Over 20 years of experience in the Peruvian and International banking sector, (Lloyds Bank PLC, Banco del Sur, Banco del Libertador (Group Luksik Chile), Banco de Lima and others). He has been the Director of Carbolan (Pelikan Peru) and of Copeinca. Since 2004, he has been an associate and Director of Intelfilm S.A. He was appointed Director of CAMPOSOL in 2009.

Pavlos Aristodemou

DirectorMimi Berdal

Director

Walter Chumbez

Director

Fabio Matarazzo di Licosa

Director

Mr. Dyer obtained his degree in Business Administration at MiamiUniversity in Florida,with a specialization in Financeand Administration. He has a wide experience in the Peruvian fishing industry, having initiated his career in COPEINCA as Fleet Assistant and having subsequently held various positions including Assistant in the frozen products plant,PlantSuperintendent,FrozenProductsPlantManager,FleetManager, Operations Manager and CEO from 2002 until 2011. Mr. Dyer was appointed member of the Board of Directors of CAMPOSOL in 2008, a position which enabled him to contribute to the transformation of the company into a leadingcommercialorganizationemployingtheprinciplesof corporate government and social responsibility. Mr. Dyer was named President of the Board of CAMPOSOL in 2011 with the object of continuing with the consolidation of the company’s leadership in the agro-industrial sector. In October of the same year he took over the position of CEO thereby becoming the Executive President of CAMPOSOL.

Mr. Dyer Ampudia earned a degree in Business Administra- tion from Universidad Nacional Federico Villareal and is a graduate student of the Top Management Program – International Business- from Universidad de Piura. He was founding shareholder and Chairman of the Board of COPEINCA,GalvanizadoraPeruanaS.A.,AcerosyTechosS.A. Consorcio Latinoamericano S.A. and Ferreteria Dyer S.A., among others. He is Chairman of the Board of the D&C Group (Dyer Coriat), one of the most successful family business groups in Peru in recent years, which has begun its diversification into mining, agribusiness, real estate and construction businesses, through Apurimac Ferrum S.A. Ausinca, Campoinca and IC Viviendas. He is currently a member of the Board of COPEINCA and CAMPOSOL.

Samuel Dyer Ampudia

Deputy Chairman

Samuel Dyer Coriat

Executive Chairman of the Board

Gianfranco Castagnola

Director

Sam Aguirre

Director


2.7 Management Team Ramón Camminati

Artichokes, Pepper and Mango Unit Manager

José Antonio Gómez

Commercial Manager

Samuel Dyer Coriat


Francesca Carnesella

Corporate Affairs Manager

Andrés Guinand

Logistics Manager

Pedro Morales

Manager of the Asparragus Business Unit

Guillermo Lohmann

General Counsel

Jorge Ramirez

Chief Financial Officer (CFO)

Manzur Fegale

Avocado and Grape Business Unit Manager

Piero Dyer Coriat

Deputy CEO

Aldo Mongilardi

Human Resources Manager


Samuel Dyer Coriat


Mr. Dyer obtained his degree in Business Administration at Miami University in Florida, with a specializationinFinanceandAdministration.HehasawideexperienceinthePeruvianfishingindustry, having initiated his career in COPEINCA as Fleet Assistant and having subsequently heldvariouspositionsincludingAssistantinthefrozenproductsplant,PlantSuperintendent,FrozenProductsPlantManager,FleetManager,OperationsManagerandCEOfrom2002until 2011. Mr. Dyer was appointed member of the Board of Directors of CAMPOSOL in 2008, a position which enabled him to contribute to the transformation of the company into a leading commercial organization employing the principles of corporate government and socialresponsibility. Mr. Dyer was named President of the Board of CAMPOSOL in 2011 with the object of continuing with the consolidation of the company’s leadership in the agro-industrial sector. In October of the same year he took over the position of CEO thereby becoming the Executive President of CAMPOSOL.

She is an economist from the Pacific University with an MBA from Piura University and postgraduate studies in Communications in the Pontifical Catholic University of Peru. She has solid experience in the areas of image, communications, management of public administration and institutional relations. She was advisor to the Minister of Economics and Finance, to the Ministry of Energy and Mining, to the President of the Commission to Promote Private Investment and the Ministry of Foreign Relations. She held the position of Image and Communication Manager at the BBVA Continental Bank and the BBVA Foundation as well as Corporate Image Management in TIM Peru (now Claro).



He holds a Master’s Degree in Business Administration and a Bachelor of Science Degree in Mechanical Engineering from University of Miami (Florida USA). He worked as technical and financial analyst for the D&C Group, in the new projects division and General Manager of Apurímac Ferrum, an Iron Ore Exploration Project. He joined CAMPOSOL in 2008 as CFO and is a member of the Board of Copeinca.

Piero Dyer Coriat

Deputy CEO

Guillermo Lohmann

General Counsel

He graduated as a lawyer from the Pontificia Universidad Católica del Perú. He was partofthelawfirmRodrigo,Elias&Medrano,fromJanuary2005,acquiringthestatusof associate in January 2007.He has ample experience in the areas of commercialarbitration and civil litigation. He participated in the training program in negotiations in accordance with the Harvard University Model. In December 2007 he joined CAMPOSOL to form and develop the Legal Affairs Department as the Company’s General Counsel.

Economist and Business Administrator graduated from La Universidad de Piura (UDEP). Broad experience in the business consultant industry, as well as internal auditing (risks and process), and evaluation and implementation of world class ERPs (SAP). In 2006 Ramón left the consultant industry at Ersnt & Young to join Camposol to lead the SAP project implementation for the entire operation. In 2010 is promoted to Corporate Chief Information Officer for Camposol and Copeinca and Finance Deputy for Camposol. In 2011 Ramón was challenged and promoted as Business Unit Manager for the Artichokes, Pepper and Mango.

Ramón Camminati

Artichokes, Pepper and Mango Unit Manager


Commercial Manager

He obtained the title of Industrial Engineer and a Licentiate in Business Administration from the University of Lima. He has an MBA from INCAE Business School as well as a Masters Degree in Lean and Six Sigma from Villanova University (Pennsylvania, USA) He has international experience in the fruit and vegetable sector, particularly with experience in production, marketing and competition analysis, new product development and business management. Since 2002 he has handled important projects for the Chiquita company, that involved his being well related to market research and analysis, both in financial terms as well as consumer behavior. His challenge has been to generate specific own brand business. In this company he held the position of General Manager in Florida, USA; Project Manager for Belgium, The Netherlands, Luxemburg and Germany among others. Before working with Chiquita he was Corporate Banking Project Manager in the “Banco de Credito del Peru” and Commercial manager for IBM in Peru.


Aldo Mongilardi


An Agricultural Engineer from the National Agrarian University in La Molina, Lima with an MBA from ESAN University, Mr. Molina has wide experience in the agro-industrial sector. He began his career CAMPOSOL 14 years ago as Head of Parcel; subsequently he became Head of Farm and in 2004 was appointed Superintendent of New Areas, responsible for the planting of 2.000 hectares of asparagus. In 2004 he was named Manager of New Crops managing a 1,400 hectare plantation of avocado, grape and mandarins in La Libertad. He was appointed to his present position in 2011.

Pedro Morales

Manager of the Asparragus Business Unit

An Industrial Engineer from the Ricardo Palma University in Lima, trained in the USA in Distribution Models. He has ample experience in logistics, supply chain management and order fulfillment in national and international mass consumption markets. Mr. Guinand also has experience in process re-engineering and automation. From 2007 to 2010 he was Corporate Distribution Director in YanbalInternational,andduringthisperiodwasresponsibleforimprovementandstandardizationof the logistic processes at corporate level and the implementation of New Distribution Centers in Venezuela,México,Bolivia,GuatemalaandPeru.HehadpreviouslyworkedinUniqueasDirectorof Stores and Distribution, leading important projects in order fulfillment with successful results.

Andrés Guinand

Logistics Manager

Aldo holds a Licentiate in Industrial Relations with a specialization in HumanResources and a MBA in the San Ignacio de Loyola University. He has ample experience in leading companies in the Financial, Health and Pharmaceutical sector with developed abilities in the fields of Strategic Planning, Human Resource Systems Administration, Training, Recruitment, Personnel Development, Compensations and Human Welfare. Previously he had held the positions in Human Potential Management in the Credicorp Group, the ACP Group and TEVA Laboratories in Peru.

Jorge Ramirez

Chief Financial Officer (CFO)

Mr.Ramirezgraduated inBusinessAdministrationwithaMaster’sDegree inFinancefromLoyolaUniversity,NewOrleans,USA,andwithanMBA from ITESM (México) -ESPOL (Ecuador). He has vast international experience in Strategic Planning, Corporate Finance, Mergers & Acquisitions and International Affairs. Mr. Ramirez previouslyworked for Amanco Group (1995-2008), holding various positions in Ecuador, Costa RicaandBrazil,hislastonebeingCFOforLatinAmerica.

Manzur Fegale

Avocado and Grape Business Unit Manager

An economist from the Universidad del Pacífico, with an MBA from the Tecnológico de Monterrey. Mr. Fegale has more than 15 years experience in the Commercial, Trade and Shopper Marketing and Strategic Planning areas. He worked in Apoyo Consultoría for 3 years and in Procter & Gamble for more than 10 years. He has ample experience in the mass consumption sector, with expertise in new product launching, marketing plansandconsumerunderstandinginPeru,VenezuelaandColombia,aswellasthemanagement of distribution channels. His last position was that of Regional Manager for Venezuela,ColombiaandPeruforthediaperbusiness.


CEO

Samuel Dyer

BU Manager

Manzur Fegale Gómez

Tangerine and Pomegranate

Superintendence

José Luis Luna

Plant Production Equipment

Avocado Operations Manager

Javier Alegre

Grape Operations Manager

Percy Terrones

Superintendence Superintendence

Sales Executive

Business Analyst

Sales Executive

Business Analyst

Business Analyst

Piquillo Pepper, Artichoke and Mango

Business Unit

BU Manager

Ramon Camminati

BU Manager

Javier Morales / Piero Dyer (i)

Asparagus and Plum Agricultural Manager

Oscar Fernández

Asparagus Operations Manager

Javier Morales

Piquillo Pepper and Artichoke Operations

Manager

Manuel Alvarado

Mango Operations Manager

Gustavo Miashiro

SuperintendenceSuperintendence /Headship

CANNED FRESH AND FROZEN

Sales Executive

Asparagus Business Unit

Fruits Business Unit

Industrial Services SuperintendenceAldo Montenegro

Harvest Services SuperintendenceMoisés Carasas

Research and development Manager

Piero Dyer


Aldo Mongilardi

General Counsel

Guillermo Lohmann



Corporate Manager Information Technology

Gino Herrera Reyna

Logistics Manager

Andrés Guinand

CFO

Jorge Ramírez

Management Quality Manager

Rocío Enciso

Commercial Director


Commercial Manager of Canned

Luis Miguel Banante

2.8OrganizationalChart

Annual Report 2011 | 23| Annual Report 201122

2.10 Brief History

CAMPOSOL is an agro-industrial company which operations began in 1997 with the purchase of the first strip of land in the northern part of Peru (La Libertad). During the same year, further land was acquired through a public auction by the Special Chavimochic Project.

The Chavimochic irrigation project provided water to more than 47,000 hectares of desert on the northern coast of Peru, generating a total investment of more than USD1,000 million. At present, as a result of this project, 15,000 hectares have been developed in its zoneofaffluencebyseveralcompanies.The acquisition and development of land in Piura began in 1998 with a first stage of 2,800 hectares. CAMPOSOL established its central headquarters in the Chavimochic area where its first agricultural operations began.

By the end of 1999, the Company began its agro-industrial exports. These are processed until today in the Chao industrial complex located in the Viru province, La Libertad department.

The vision and commitment of everyone involved resulted in CAMPOSOL quickly becoming a leading Peruvian agro-industrial company, annually occupying first place in agro-exports and generating, in high seasons, more than 10,000 direct jobs.

Today, the Company has a total of 24,216 hectares in the areas of Chao, Viru and Piura (all three areas located in northern Peru). The CAMPOSOL agro-industrial complex consists of six processing plants, three of which are focused on processing canned orglassjarredproducts(preserved),oneonfrozenproducts, and the rest are directed for fresh produce. It also owns a participation in a mango packing operation in Piura. Additionally, in 2006 CAMPOSOL also started a shrimp business in the North of Peru which has been consistently growing since then, having today more than 600 operating has, as well as the most modern R&D facility in the region.

In the last years CAMPOSOL successfully revised its strategies and plans in order to adapt to the new market conditions. In this context, CAMPOSOL decided to concentrate in increasing its farming of avocado and introducing new products such as red table grapes and citrus fruits, gaining major efficiencies in its operations as well as research and development of new products.

To date, CAMPOSOL is the largest exporter of asparagus in the world and aims to be the largest producer of avocado in the planet. Also, there are more than 450 ha. of grapes, 100 ha. of citrus, and the Company has successfully finalized the YakuyMinka project (7-A), the largest private irrigation project in Peru which will allow us to irrigate 1,500 has. on a first stage, and an additional 2,000 has. on a second stage.

As a more mature company, CAMPOSOL is now focusing in innovation and increasing its marketing skills, through a more active international presence and allies with deep experience and coverage around the world. Given the performance experienced in the last decade, the Company can look forward with optimism supported by the solidity of its operations.

The Chavimochic irrigation project provided water to more than 47,000 hectares of desert on the northern coast of Peru, generating a total investment of more than USD1,000 million. At present, as a result of this project, 15,000 hectares have beendevelopedinitszoneofaffluence by several companies.

2.9 Legal Structure

Marinasol S.A.

100%

33%

54%

0.01%

53%

60.16%100%

46%

68%

47%

32%9%

68%100%

67%

23%

Camposol Holding PLC

Siboure Holdings Inc.

Grainlens Ltd.

Blacklocust Ltd.

Madoca Corp.

Campoinca S.A.

Camposol Europa S.L.

Camposol Fresh B.V.

Camposol S.A.

100%Muelles y Servicios Paita

S.R.L.

100%Sociedad Agrícola Las

Dunas S.R.L.

100% Balfass S.A.

100% Prodex E.I.R.L.

50% Preco Precio Económico

40%Empacadora de Frutos

Tropicales SAC (Empafrut)

Marinazul S.A.

94%

Camarones S.A.C. Domingo Rodas S.A.

100% 100%

39.83%


PR&CAPRODUCTS & CATEGORIES

CAMPOSOL considers very important to maintain a diversified portfolio of products, in order to better exploit the selling windows and optimize itsharvesting, packing, sales and marketing efforts.

CAMPOSOL’s main products are: asparagus (white and green), avocado, piquillo and sweet peppers, mangos, grapes and citrus (tangerines). The company also has a shrimp production center (Marinazul) in the north of Peru. All production iscurrently oriented to the export markets.

Products Categories Main destinations

Green and White Asparagus Fresh,preservedandfrozen Japan,France,Germany,TheNetherlands, Belgium, Spain and USA.

Avocados Freshandfrozen Canada, France, Spain, UK, The Netherlands and USA

Mangoes Fresh,preservedandfrozen USA,Japan,Spain,TheNetherlandsandUK

Grapes Fresh Russia, The Netherlands, USA and China

Peppers Preserved Spain, Germany and Belgium.

Artichokes Preserved Spain, Portugal and France

Shrimp Frozen USA

CAMPOSOL continues to be a leading company in the Peruvian non- traditional agro-industry exports with total revenues of USD 167.8 million. The Company has three main product categories: Fresh, PreservedandFrozen.34%oftotalrevenuesin2011corresponded to preserved products, 47% to fresh products,9%tofrozenproductsand10%toshrimpand other products.

Asparagus

One of CAMPOSOL’s main products is the white asparagus which represents more than 29% of the Company’s total sales and 83% of the total asparagus sales of 2011. Any variation in prices, costs and

volumes of this product may have an important impact over the Company’s financial performance.

Due to climate characteristics of Peru, asparagus is harvestedallyear‐longbutfreshasparagus ssalesare stronger in the first and fourth quarter. Clearly CAMPOSOL and the other Peruvian producers have an advantage regarding other producing countries, since they are able to offer product outside the traditional windows of the Northern Hemisphere consumption.The Company sold 4,570 net MTs of fresh white asparagus at an average price of USD 3.61 per net KG during 2011, representing a decrease of 5.0% in volume sold and a price increase of 9% compared to 2010.


CAMPOSOL sold a total of 9,548 net MT of preserved white asparagus in 2011, which represented a decreased of 9.7% over the same period in 2010. The average price of the preserved white asparagus sold in 2011 was USD 3.29 per net KG, which was 11.8% higher than the same period in 2010.In 2011, total gross margin for asparagus was 23.1%, up 3.6pp (percent points) from the same period the year before.

Avocado

CAMPOSOL sold 15,823 net MTs of fresh avocado during the 2011, at an average price of USD 2.15 per net KG representing an increase of 40.1% in volume sold and an increase of 37.8% in price levels compared to the same period of 2010. The increase in volume is explained by the portion of the new plantations entering in harvesting stage while the increase in price was a direct result of the opening of the US market for Peruvian produce.

CAMPOSOLsold1,788netMTsoffrozenavocadoin2011, which represented an increase of 77.6% over the same period in 2010. The average price of the frozenavocadosoldduringthe2011wasUSD3.29per net KG, which was 8.8% higher than the same period in 2010.

During 2011 total gross margin for avocado was 66.6%, up 5.3pp (percent points) from the same period the year before.

Pepper

During 2011, CAMPOSOL sold 7,338 net MTs of preserved piquillo peppers with an average price of USD 2.78 per net KG. This represents an increase of 9.2% in volume sold and a price increase of 6.9% compared to the same period in 2010.

During 2011 total gross margin for pepper was 25.4%, down 7.5pp from the year before.

Mango

During 2011 CAMPOSOL sold 10,416 net MTs of fresh mango with an average price of USD 0.92 per net KG. This represents an increase of 41.7% in volume

sold and a price decrease of 24.4% compared with the same period in 2010. In 2011 CAMPOSOL sold 3,845 net MTs of frozenmango with an average price of USD 1.55 per net KG. This represents an increase of 35.0% in volume sold and a price increase of 5.1% compared to the same period in 2010.

During 2011 total gross margin for mango was 26.2%, down 18.6pp (percent points) from the same period the year before.

Grapes

Grapes are usually harvested during the fourth quarter; therefore significantly lower volumes are normal during the other quarters.

During 2011 CAMPOSOL harvested for the first time the new 350 Has. planted between 2010 and 2011, thus having a significant higher volume available for sale than in 2010. The company sold 6,417 net MTs of fresh grape with an average price of USD 2.3 per net KG. This represents an increase of 264.4% in volume sold and a price increase of 25.5% compared to the same period in 2010.

During 2011 total gross margin for grape was 46.1%, up 7.8pp (percent points) from the previous year.

Artichokes

CAMPOSOL sold 478 MTs of artichokes during 2011 at an average price of USD 4.12 per net KG.

During 2011 total gross margin for artichokes was 32.5%.

Shrimp

CAMPOSOL sold 1,634 net MTs of shrimp during 2011 at an average price of USD 8.14 per net KG. This represents an increase of 109.5% in volume sold and a price decrease of 4.5% compared to the same period in 2010 due to an increase in farmed areas from the acquired companies.

During 2011 total gross margin for shrimp was 20.5%, up 5.9pp (percent points) from 2010.


BODIRREBOARD OF DIRECTORSREPORT

4.1 Main Activities

4.2 Market Situation

CAMPOSOL is an agro-industrial company that integrally manages its supply chain: its own fields, processing and distribution. CAMPOSOL’s portfolio includes the following products: asparagus, avocado, piquillo and sweet peppers, mangoes, grapes, artichokes and citrus (tangerines) which are packedfresh,frozenorcanned,andexportedtotheworld. It also operates a shrimp farming business underitssubsidiaryMarinazul.

The company is located in Chao, Viru, Piura and Tumbes regions in Peru, and owns most of the fields where its products are sowed and harvested, having total control of the growing, harvesting and packing phases of its final products.

CAMPOSOL’s main markets Europe, North America, and Asia have been showing good interest of imported products throughout the year despite the financial crisis; however by evaluating the individual performance of each product, we can see that each one behaved differently. During 2011 higher levels of inventories of preserved piquillo pepper, especially in Spain, started to build up, but overall prices rose throughout the year. The financial crisis continued to affect Spain strongly, which is the Peruvian preserved piquillos main market, and lack of liquidity implied reductions in lines of credit and resulted on limited trade. As for Asparagus, China, our main competitor, had another low output season, entering the market with previous year s stocks and limited volumes of production at relatively higher prices than in 2010. That factor plus CAMPOSOL s diversification of volume into the German market helped to increase prices significantly and still move all production without restriction. Inrelationtofrozenproducts, themarketcontinuedto be strong and CAMPOSOL managed to position

itself as a supplier of diverse presentations of mango, avocados and asparagus entering new countries with new presentations. This business has grown consistently and current demand has surpassed capacity and owned raw material availability, giving us the opportunities to further invest in infrastructure and pursue an aggressive third party sourcing program for raw material.

The fresh products market – a market much more price sensitive to supply behaved differently depending on the product.

CAMPOSOL s Avocado prices increased significantly despite more than 40% volume increase over previous year, helped by the fact that Peru entered the US market for the first time without restrictions.

The US market is the largest avocado market in the world and one of the highest growing markets as well, with over 10% of growth per year during the last 10 years. The opening of the US market helped to drive prices up in Europe, and as a result, we obtained much higher results on the last avocado season. Key European countries such as France, Spain, Germany and UK continued to reflect an increasing trend in per capita consumption year after year, while Peru and South Africa are still the regular suppliers of Europe in the April to September window.

As for table grapes, worldwide production has remained stable with exception of Peru, which has increased volumes over 20% in the last 3 years, but still remains a small player in the world market. On the other hand, consumption trends continue to increase specially in Russia and China. In 2011 CAMPOSOL increased exports of grapes in more than 300% from the previous year and at higher prices.

Regarding fresh white asparagus, prices and volumes exported from Peru continue to increase year after year, especially to Germany, where we were able to run direct promotions into retail chains at fixed prices, supported by direct supply agreements, which helped it to further increase consumption and reduce dependency on spot market sales.

The 2010-2011 mango seasons were in an “on” year from Peru, so there were significantly higher


volumes resulting in low prices. CAMPOSOL started harvesting early in the season jumping onto the same production window as most of the Peruvian mango exports producing a significantly higher pick of volumeduringmidJanuaryandearlyFebruarywhichaffected the capabilities of US and EU importers to move the volume consistently, resulting in further product quality decay. Even though the season had higher production volumes than expected, CAMPOSOL was able to commercialize its Kentvariety at much better prices than average providing good returns for the category.

The long term growth prospects for exotic fruits and vegetables markets are excellent. For Avocados, with the new US market openness for Peru, for table grapes with the new fast growing markets in the Far East, and with Germany demanding more fresh asparagus, we are confident that we have headroom for increased consumption.

4.3 Company Strategy

In line with the Company’s vision of becoming an internationally admired provider of high quality branded agricultural products, CAMPOSOL s strategy is supported by the following rationale:

Be an internationally admired provider of highquality branded agricultural products.

2015whilecreatingsocialvaluetoourprioritizedstakeholdersandreducingour environmental impact.

Growth of Profitable Sales CostandRiskOptimization Capacities

Get key strategic skills

Create high performance culture

Implement SRC priority programs

Ensure strategy financing

Implement IT tools to improve decision

makin

4.4 Summary of the Year


It is noteworthy, the Company had been preparing itself since 2008 by directing most of its expansion projects into more than tripling its avocado planted area to fully take advantage of such market, and is now starting to do so.

In order to successfully implement its strategy, the company migrated its organization into a matrixstructure where business unit managers on one side, oversee all processes of a crop ensuring its profitability, and on the other side, support areas that provideservicestotheentireorganization.Thisnewstructure required other capacities and strengths, and accordingly, a Chief Commercial Officer was strategically hired. Furthermore, Samuel Dyer Coriat, Chairman of the Board, also took the role of CEO after the resignationofMr.FabioMatarazzowho isnow a member of the Board of Directors.

Along with these changes, three business units were implemented: Asparagus, Fruits (Avocado, Grapes) and Rotational Crops (Piquillo Peppers, Artichokes, others), which are complemented by the already existing Shrimp unit. These new business units are now led by a well balanced team of professionals, some from within the company and some new, which together form an enthusiastic and solid team. Additionally, there are support areas for these business units such as logistics, human resources, legal, corporate affairs and finance that operate transversally to the entire organization generatingsynergies.

CAMPOSOL’s main markets Europe, North America, and Asia have been showing good interest of imported products throughout the year despite the financial crisis; however by evaluating the individual performance of each product, we can see that each one behaved differently.


Throughout 2011, the Company also worked on further improving its crop protection system, having as a fundamental pillar the use of biological control and plant extracts with very low impact on the ecosystem. Habanero pepper extract also allowed significant savings in key pest control for the asparagus, peppers and avocado. In addition, we established a modern bio-technology lab (Biotec CMC) in Tumbes, which will introduce important improvements in our agricultural operations in the future.

During 2011, the Company invested USD 19.7 million (18.0 at the end of 2010), of which USD 6.3 million was invested in equipment and infrastructure in order to improve the packing facility, USD 4.1 million on improving the shrimp ponds, USD 0.7 million in the planting of the last 30 Has of grapes to complete the 350 Has investment started in 2010 and USD 8.6 million in the maintenance of the new planted areas of avocado and grapes.

As of 31 December 2011, CAMPOSOL had 2,633 Has of asparagus, 2,488 Has of avocado, 415 Has of mango, 451 Has of grapes and 102 Has of tangerines planted. In addition it also has 628 Has of shrimp

4.6 Working Environment

CAMPOSOL offers equal opportunities and working conditions to all its employees, irrespective of their race, color, sex, political affiliation religion or discriminatory conduct. In 2011, CAMPOSOL hired (in its peak seasons) a total of 11,317 workers, representing a 9 % increase versus 2010. One of the key factors that reinforce the company’s leadership is the constant attention paid to the training of its employees. During 2011, we achieved over 2,300 hours training of our employees which were aimed at strengthening technical knowledge, capacity building and aspects of human development as well as support for the various certification programs performed by the company

such as BASC, GLOBAL GAP, HACCP, the Global Compact, BSCI, and TESCO. In 2011, training efforts were also directed at reinforcing personal development and technical knowledge in addition to support the certification programs mentioned above.

In the region of La Libertad (Chao/Viru) where the company has its main operations, the level of unemployment is very low and during peak seasons, the Company has to attract workers from other regions of the country. During 2011, the company built a facility to provide proper accommodations to up to 1000 persons. This initiative helped us reduce the staff turnover during peak seasons which permitted to shorten the learning curves and thus improved productivity in key areas as sorting and peeling of asparagus.

By means of the Human Resources Social Welfare area, CAMPOSOL also offers its personnel the services of health campaigns in ophthalmology, dentistry, gynecology and others addressed to the employees and their families; there are also programs of family orientation, medical insurance, allowances in case of death and loans for studies, housing or emergencies. Also, the company offers useful vacation schemes for all our workers children and a nursery facility, among other things.

4.5 Operations

CAMPOSOL is one of the few companies in the world, which produces with its own harvest materials. Its operations have undergone a process of change since its creation in 1997, and are now headed by business unit managers that are responsible for the results, from top to bottom line, of each crop.

In 2011, operations were located in the geographical centers of Chao/Viru with 5,197 seeded hectares and Piura with more than 1,100 seeded hectares. In Chao/Viru, White and Green Asparagus, Avocado, Tangerines, Piquillo Peppers are cultivated. The Company also has a processing plant there which processes, packages and stores our products. In Piura, the company produces Mangoes, Peppers and Grapes. The Shrimp is produced in Tumbes.

During 2011, the operation consisted of crop management, harvesting and processing of our threemajorcategories:fresh,preservedandfrozen.We strengthened our focus on improving production efficiencies and continued on our plan to automate labor intense process. In line with this, 6 asparagus peeling machines were installed which together with the 2 installed in 2010 are able to process 36 MT / day or 36% of total volume to be peeled on peak season.

We believe with these changes, the Company will achieve its vision while building a much bigger and profitable company for our stockholders, creating social value to our prioritized stakeholders andreducing our environmental impact.

Also noteworthy, at the beginning of 2012, the Company was able to restructure its long term debt by the successful issuance of a USD 125 million 9.875% senior unsecured notes due 2017. Settlement of the bond issue occurred on February 2nd, 2012 and the net proceeds were and will be used to pay long term debt, to finance capital expenditures and for general corporate uses.

4.7 Research & Development

CAMPOSOL believes that innovation is a key aspect to boost competitiveness and growth in the mid and long term. Through market research and analysis of potential new products that could benefit us from the Peruvian climatic advantages and the development of field trials to evaluate the technical, economic and commercial viability of new crops, we seek to diversify our portfolio of products and clients.

Also R&D gives support to the Agricultural Production Area for the evaluation of variety trials in our main current crops, asparagus and avocados, in an effort to improve the productivity and/or quality.


4.8 Social Responsibility

Since 2008, CAMPOSOL chooses to develop business under the sustainable development approach as an intelligent way of doing business, while respecting human rights and committing to support the society through sustainable projects. Thus, to ensure business sustainability it is a prerequisite to assure that ethical principles, respect for people and the environment are met by acting according to the challenges of sustainability defined by the Company with the advisory support of Pricewaterhouse Coopers.

CAMPOSOL was the first Peruvian agro-industrial company to present a Sustainability Report two years ago. This year our goal is to achieve a “B+” Global Reporting Initiative (GRI) validation, which will demonstrate our commitment to excellence in the management of social responsibility within and outside the organization, developing the highestsustainability among international standards.

We invite you to review our Sustainability Report 2011 on our website: www.camposol.com.pe

4.9 Financial Results

In 2011 CAMPOSOL’s total sales amounted to USD 167.8 million (USD 119.3 million in 2010). The main reasons for the increase were higher sales of avocados and grapes, which represented additional USD 19.2 million and USD 11.5 million respectively, mainly because of the new plantations becoming more productive and the opening of the US market for Peruvian Hass avocado. Other products as shrimp, asparagus, pepper and mangoes, also grew in USD 6.6 million, USD 3.1 million, USD 2.9 million and USD 2.6 million, respectively, when compared to the same period the year before.

Total COGS was USD 109.5 million (USD 82.8 million in 2010), representing around 65% of total sales (69% in 2010).

Gross profit increased to USD 58.3 million (USD 36.5 million in 2010), which resulted in a healthy gross margin of 34.7% as opposed to 30.6% in 2010. The main reasons for the increased gross profit and margin were higher volumes sold and higher prices in selected products such as avocado, asparagus and grapes.

Administrative expenses amounted to USD 19.1 million (USD 13.3 million in 2010). The increase in administrative expenses for the full year was mainly due to the reallocation of operations overheads previously treated as production costs. Such costs include USD 1.5 million of personnel expenses and USD 1.9 million of expenses on third party services such as security and communications. Additionally, the Company incurred consultancy fees for marketing development and other strategic projects in the amount of USD 1.9 million.

Selling expenses amounted to USD 20.6 million (USD 14.2 million in 2010), as a result of higher variable costs from higher volumes sold of avocado, mangoes and pepper. Freight and shipping rates remained stable.

Financial costs amounted to USD 8.5 million (USD 9.2 million in 2010 after isolating USD 5.7 million of extra ordinary expenses from termination of previous loan facility). These costs decreased as a consequence of the lower interest rate on the long term debt.

In 2011, the Company recorded a profit of USD 33.3 million compared to USD 6.8 million during the same period last year. This was mainly due to the increased gross margin as explained above as well as lower financial costs.

EBITDA (b.f.v.a.) amounts to USD 30.8 million (USD 20.4 million in 2010).

During 2011, non-current assets increased to USD 333.5 million compared to USD 282.3 million at the end 2010 mainly due to an increase in the non-current portion of biological assets.


4.10 Allocation of Net Income

The Board of Directors has proposed the net income of CAMPOSOL to be attributed to Retained earnings. The proposal is a reflection of the wish to strengthen the equity position of the company.

4.11 Shares and shareholders

Largest 20 Shareholders as of 3 May, 2012

Investor Shares Percentage

1 DYER-CORIAT HOLDING, S.L 8,571,000 28.73%

2 DEUTSCHE BANK AG/LONDON 6,165,018 20.66%

3 ANDEAN FISCHING L.L.C 3,380,100 11.33%

4 FONDO DE INVERSIÓN AGROINDUSTRIAL 1,908,750 6.40%

5 SOUTH WINDS AS 1,753,000 5.88%

6 WEILHEIM INVESTMENTS 1,432,059 4.80%

7 PERU LAND FARMING LLC 960,695 3.22%

8 CLEARSTREAM BANKING 847,499 2.84%

9 CREDIT SUISSE SECURITIES 535,906 1.80%

10 DEUTSCHE BANK AG 375,164 1.26%

11 JPMORGANCHASEBANK 279,377 0.94%

12 SIX SIS AG 153,878 0.52%

13 JUSTNESREDERIAS 140,300 0.47%

14 MPPENSJON 137,000 0.46%

15 BANK OF NEW YORK MELLON 105,000 0.35%

16 JAHRMANNAS 92,850 0.31%

17 STOREBRAND LIVSFORSIKRI 72,732 0.24%

18 MILLCOM NORGE AS 60,000 0.20%

19 SERKOVICSANTOSJUAN 42,000 0.14%

20 CARUSE HOLDING AS 28,000 0.09%

TOTALTOP20 29,184,847 97.82%

OTHERS 392,044 1.31%

TOTAL 29,833,820 100.00%

Inventories increased to USD 44.3 million at the end of 2011, compared to USD 33.6 million at the end of 2010. The increase is mainly explained by an increase in the inventory of finished products.

Trade accounts receivable increased from USD 18.7 million at the end of 2010 to USD 29.4 million at the end of 2011. This was mainly due to higher volumes sold and higher prices of grapes and asparagus.

As of 31 December 2011, trade payables were USD 40.1 million, USD 12.8 million higher than at the end of the year 2010. Such increase is mainly explained by the extension of credit terms with selected suppliers and higher purchases.

As a result, total working capital (trade accounts receivable + inventories – accounts payable) increased to USD 33.7 million at the end of 2011 from USD 25.0 million at the end of 2010. Current working capital as 31 December 2011 is 20% of sales (21% at the end of 2010).

Total liabilities increased to USD 160.8 million compared to USD 132.9 million at the end of 2010.

The Company’s debt increased from USD 82.3 million at the end of 2010 to USD 90.5 million at the end of 2011, mainly due to short-term debt. Company’s debt includes USD 85.0 million (78.7 million) to banks and USD 5.5 million (3.6 million) to sellers of acquired companies.

During the year the Company invested USD 19.7 million (18.0 million at the end of 2010), of which USD 6.3 million was directed to equipment and infrastructure in order to improve the packing facility, USD 4.1 million to upgrading the shrimp ponds, USD 0.7 million to the planting of the last 30 Has of grapes and USD 8.6 million to maintain the new planted areas of avocados and grapes. These investments were financed with bank debt and cash.

At the end of 2011, cash flow from operating activities was USD 9.9 million, while the Company had a negative cash flow of USD 20.0 million from investing activities and a cash flow of USD 6.8 million from financing activities, resulting in a net decrease in cash of USD 3.3 million and a cash balance at the end of 2011 of USD 6.6 million.


4.12 Contingency Plan, Risk

Management and Uncertainties

CAMPOSOL annually identifies and evaluates risks that could affect the achievement of its objectives, and establishes permanent specific control and monitoring activities to mitigate these risks accordingly. The internal controls are detailed in the Company’s main rules and procedures which are incorporated as systematic controls through SAP, supporting a good internal control environment. The risk, control and fraud master templates have been completed for most of the core processes and activities which encompass all internal control, enterprise risk management and fraud detection policy based on the COSO framework model. Furthermore, the Enterprise Risk Management project started in 2011 will be completed by mid 2012 and it will include strategic and projects risks by year end.

During 2011, the Company consolidated its Information Technology and Business Contingency Plan driving it to ensure operational continuity and improving its capacity for contingencies detection and response by implementing alternate system servers basically for the ERP SAP and e-mail at corporate level

CAMPOSOL also applies integrated business principles in accordance with international standards, which reflect its commitment to health, safety and environment.

The preservation of the environment is one of CAMPOSOL’s main concerns. The production process involves factors and conditions that interact with the environment, such as the use of water, fertilizers, generation of waste through emissionsand solid waste management. Among some of the Company’s practices to ensure the preservation of the environment, CAMPOSOL is currently implementing environmental education, internal campaigns, specialized treatment systems, qualitymanagement systems, certifications and community relations programs.

4.13 F inancial Calendar

CAMPOSOL Holding PLC Financial Calendar 2011

26.02.2011 Non-audited Results 2010 / Q4 2010

19.04.2011 Audited Financial Results 2010

05.05.2011 Q1 2011

12.08.2011 Q2 2011

19.10.2011 Q3 2011

CAMPOSOL Holding PLC Financial Calendar 2012

28.02.2012 Non-audited Results 2011 / Q4 2011

23.04.2012 Audited Financial Results 2011

10.05.2012 Q1 2012

15.08.2012 Q2 2012

4.14 Future Prospects

The Company is currently focused on adding value to its clients through commercial, marketing and service initiatives which should result in higher margins.Additionally,CAMPOSOLisanalyzingnewopportunities to consolidate its leadership through additional planting of current crops, planting of new crops, strategic alliances and acquisitions.

CAMPOSOL will continue positioning itself in the US market, the largest and fastest growing market for avocado in the world, now open for Peruvian produce and in other markets with high growth potential. With only one third of the new fields having given first harvest during this year, current results are in line with the Company’s expectations.

4.15 Auditors

The auditors, PricewaterhouseCoopers Limited (PwC) have expressed their willingness to continue in office.

4.16 Corporate Governance

CAMPOSOL is committed to sound corporate governance practices that strengthen the trust in the Company and thereby contribute to the greatest possible value creation over time, for the benefit of its shareholders, collaborators and other stakeholders in accordance with the Norwegian Code of Practice for Corporate Governance. CAMPOSOL s Corporate Governance rules are set in the Annual Report, section 6.

The Company is currently focused on adding value to its clients through commercial, marketing and service initiatives which should result in higher margins. Additionally, CAMPOSOLisanalyzingnewopportunities to consolidate its leadership through additional planting of current crops, planting of new crops, strategic alliances and acquisitions.


KEINVCOKEY INVESTMENT CONSIDERATIONS

A combination of strong fundamentals, solid strategy, management capacity and corporate governance place in a unique position in the competitive landscape.

Strategic Location: The Peruvian Climatic Advantage.

• DuetoitslocationinthePeruviancoastaldesertplains, the crops are exposed to reduced variations of temperatures throughout the year which supports higher yields.

• In addition, company is able to commercializeits products in windows in which there are lower volumes from traditional producer countries (counter-cycle).

Vertical Integration: CAMPOSOL is present in the entirevaluechain,andhastheflexibilitytocommercializeitsproductsfresh,preservedorfrozen.

Diversified Product Portfolio: CAMPOSOL produces five of the most important non traditional export produce.

Global reach with World Class Customers:

• Products are sold by the leading retailers inEurope and USA.

• Low client concentration risk: Company hasbeen gradually reducing its exposure to one client. In 2007 the largest client accounted for 25% of total sales while in 2011 only for 14%.

Future Strong Growth without additional planting investments:

• Only56%ofAsparagus’sand33%ofAvocado’splanted area are fully matured and thus generating the optimum yields.

• Theywillallreachmaturityina1to4yearsterm.

• TheUS,whichisthelargestmarketforavocados,was fully open for Peruvian products in 2011 as the cold treatment was no longer required.

• Strongcompetitiveposition versus localpeersdue to its scale.


CORPGOCORPORATE GOVERNANCE

CAMPOSOL is committed to the practice of sound corporate governance, which strengthens the confidence in the Company and contributes, as a result, to the best possible value for the shareholders, the employees, and other stakeholders. The objective of corporate governance is to regulate the division of roles between shareholders, the Board, and management in a more comprehensive way compared to what is required by current legislation.

CAMPOSOL HOLDING PLC (CAMPOSOL or the Company) is a public company with limited responsibility, established and incorporated under the laws of Cyprus. Furthermore, as CAMPOSOL is listed in the Oslo Stock Exchange (OSE) in Norway, it voluntarily complies with the Norwegian Corporate Governance Code as well as other relevant Laws and requirements of Norway.

The Norwegian Corporate Governance Board (NCGB) has issued the Norwegian Code of Practice for Corporate Governance (the Code). Adherence to the Code is based on the “comply or explain” principle, which means that a company must comply with the recommendations of the Code or explain why it has chosen an alternative approach to specific recommendations. The OSE requires listed companies to publish an annual overview of their policy on corporate governance in accordance with the Code applicable at the time.

The principles of CAMPOSOL’s corporate governance are based on the code published on 21 October 2010, which can be found on the web page www.ncbg.no.

The development and the improvements of the Company’s corporate governance principles constitute a continuous and important process, to which both the Board of Directors (the Board) and management find themselves very committed.

The management - and control - of CAMPOSOL are shared between the shareholders, represented by the General Meeting, the Board and the Chief Executive Officer (CEO) in accordance with the applicable company law and the company’s articles of association that are audited by an independent external auditor.

6.1 Implementation and reports on corporate government

Code:Theboardofdirectorsmustensurethatthe company implements sound corporate governance.The board of directors must provide a reporton the company’s corporate governance in the Annual Report. The report must cover everysection of the Code of Practice. If the company does not fully comply with this Code of Practice, thismustbeexplainedinthereport.

Theboardofdirectorsshoulddefinethecompany’sbasic corporate values and formulate ethical guidelines and guidelines for corporate social responsibility in accordance with these values.

ImplementationThe Board of CAMPOSOL is responsible for the implementation of solid corporate governance in the Company. As part of this, the Board and management hold an annual meeting to review the principles for corporate governance.

CAMPOSOL provides information on corporate governance in the Annual Report and on the Company’s web page www.camposol.com.pe.Corporate values and ethical guidelines

The development and the improvements of the Company’s corporate governance principles constitute a continuous and important process, to which both the Board of Directors (the Board) and management find themselves very committed.


Confidence in CAMPOSOL as a company is essential for the continuance of the competitiveness of the group. The transparency seen in relation to the systems and procedures for the management of the group strengthens the creation of value, builds internal and external confidence as well as promoting an ethical and sustainable attitude towards the business.

CAMPOSOL has established the corporate values detailed in the Overview Section of this Annual Report. Also, The Company has ethical guidelines for all personnel, in accordance with these values. These are included in the Internal Working Rules (RIT) that presents the key criteria to direct the conduct of all company personnel, the policies of human resources as well as the published “Code of Conduct”.

CAMPOSOLCODEOFCONDUCT

1. Safety The health and safety of our employees are priority

concerns for CAMPOSOL, as well as preventing possible harm to the environment and interacting with the communities in our area of operations.

2. Responsibility We respect occupational health and safety

policies, conducting training in accident prevention and first aid, installing first aid kits, implementing contingency plans for earthquakes, flooding and fire. Toxic substances are stored in a responsible manner.

3. Equality We promote a positive and constructive working

atmosphere in which there is no discrimination due to race, sex, sexual orientation, disability, marital state, age, religion or political ideology.

4. Integrity We consider that abuse of authority and

intimidation are unacceptable forms of behavior. By intimidation we mean any action that makes an individual feel threatened, humiliated or oppressed. Neither physical nor psychological ill treatment will be tolerated.

5. Horizontality CAMPOSOLrecognizes in theoryandpractice

the right of all employees to establish working organizations under their own criteria and tocollectively negotiate their conditions of work.

6. Transparency The contracting of personnel and the acquisition

of goods and services by CAMPOSOL will be carried out by the Human Resources Department and the Logistics Department respectively. The payment process is documented.

7. Coherency CAMPOSOL does not participate in political

activities and prohibits political campaigning in its production facilities. It does however; respect the political options its employees may wish to exercise in their private activities.

8. Sobriety The consumption, possession and distribution

of alcoholic drinks, or illegal drugs are strictly forbidden in the Company, as is attendance at work under the influence of these.

9. Honesty Bribery, unnecessary payments and other

attitudes that could be considered as direct or indirect dishonesty are inadmissible.

10. Legality All employees are informed of their rights,

obligations and responsibilities.

CAMPOSOL, by means of its Chief Audit Executive has implemented a confidential complaints system where employees and third parties are able to formally and discretely present any complain they may have, with the assurance that they will be attended.

The Company has been admitted to the Global Compact of the United Nations Organization. Thispact forces the Company to monitor progress in terms of human and labor rights, environment and corruption practices. CAMPOSOL also has a commitment to publish an Annual Report on social responsibility (Sustainability Report) and a Communication on Progress Report to be sent to the United Nations Global Compact also once a year.

The Company has set the following SocialResponsibility guidelines

At CAMPOSOL we are constantly concerned about: • The wellbeing of the community and our

employees: Contributing to develop their quality of life, promoting elements that provide tranquility and human satisfaction.

• Care for the environment: Reducing theenvironmental impact created by the various Company activities by working under the highest environmental efficiency and sustainable development standards, so as to protect biodiversity and culture.

• Quality assurance and product traceability:Constantly satisfying the needs of our customers by knowing the location and path of our products along the productive chain at any given time.

• Development of products and markets: Re-thinking the market, constantly improving the quality of products so as to satisfy the changing needs of consumers and at the same time participate in markets where we have not competed previously.

•Creation and protection of shared value:Performing activities that create competitiveness in the long-term, reporting benefits to society and minimizing negative impacts to theenvironment; a win-win relationship.

• Reputation management: Building positivefeelings and attitudes of the stakeholders towards the Company, through the creation and protection of shared value.

To ensure compliance with these guidelines, CAMPOSOL has set up an IMS Committee (Integrated Management System) represented by members of the Company and employees. This committee contemplates security, environmental care, social responsibility and production and quality issues, among others.


to the board should be limited in time to no later thanthedateofthenextannualgeneralmeeting.Thisshouldalsoapplytomandatesgrantedtotheboard for the company to purchase its own shares.

EquityThe Board considers that CAMPOSOL’s equity is satisfactory. The amount of capital is sufficient and is constantly reviewed with regards to the company’s objectives, strategy and risk profile.

Dividend policyThe objective of CAMPOSOL is to provide the shareholders with a competitive return on capital invested, by means of a combination of distribution of dividends and an increase in the price of the shares. When evaluating the amount of dividends to be paid in future, the Board places its focus on security, foreseen ability and stable development, the company’s payment capacity, the solid and optimum capital requirements as well as the adequate financial resources for growth and investments in future, applicable legal or contractual restrictions and the wishtominimizethecostofcapital.

Increases in Share Capital and purchase of own sharesAt the Annual General Meeting (AGM) held on 24 May 2011, the Board was given the faculty to increase the sharecapital,aswellasanauthorizationtopurchaseCAMPOSOL shares.

First,theBoardwasauthorizedtoincreasethesharecapital in connection with the faculty to grant Stock Options, and issue new shares in relation thereof in the amount of 3% of the current share capital.Theauthorizationmaybeusedseveraltimesandisvalid until the AGM is held in 2012, in accordance with the Norwegian Code of Practice for Corporate Governance recommendations.

Secondly, the Board was given the authority to purchase CAMPOSOL s shares with aggregate nominal value up to NOK 4,475,073, which corresponds to 10% of the current share capital.

The purchase price per share shall not be lower than NOK 5 and be higher than NOK 100.

The method for acquisition and disposal of own shares shall be at the Board’s discretion.ThisauthorizationislimitedintimetotheAGMtobeheld in 2012, but not limited to specific purposes, in accordance with the recommendation contained in the Code of Practice for Corporate Governance recommendations.

In the board meeting held on 27 February 2012, the Board of Directors authorized the Company torepurchase own shares of up to 10% of the share capital of the Company offering a maximum price per share of NOK 26.45.

On 12 March, the Company announced an offer to repurchase own shares. As of 26 March, after the settlement of the offer, CAMPOSOL HOLDING PLC owns 1,087,372 own shares, equivalent to approximately 3.64% of the total shareholding.

6.2Thebusiness

Code: The Company’s business should beclearly defined in its articles of association.Thecompanyshouldhaveclearobjectivesandstrategies for its business within the scope of the definition of its business in its articles of association.

TheAnnualReportshouldincludethebusinessactivities clause from the articles of association and describe the company’s objectives andprincipal strategies.

Although the company has clear objectives and strategies regarding its business, there is no definition of such business in its articles of association. Current CAMPOSOL’s Board and Management deem it is important to have the business clearly defined in the Company’s articles of association, it is projected to include in the General Meeting’s agenda for 2012 a recommendation appointed at this article.

Nevertheless, a complete description of the commercial activities of CAMPOSOL as well as its objectives and strategies can be found in this Annual Report.

6.3. Equity and dividends

Code: The Company should have an equitycapital at a level appropriate to itsobjectives,strategyandriskprofile.

Theboardofdirectorsshouldestablishaclearand predictable dividend policy as the basis for the proposals on dividend payments that itmakes to thegeneralmeeting.Thedividendpolicy should be disclosed.

Mandates granted to the board of directors to increase the company’s share capital should be restricted to defined purposes. If the general meeting is to consider mandates to the board of directors for the issue of shares for different purposes, each mandate should be considered separately by the meeting. Mandates granted

The objective of CAMPOSOL is to provide the shareholders with a competitive return on capital invested, by means of a combination of distribution of dividends and an increase in the price of the shares.


Company has issued 29,833,820 ordinary shares with a par value of EUR 0.01 each. Each Share carries one vote, and gives equal rights in the Company.

In addition to this, the Company has issued 2,570,000 dormant shares each with a par value of EUR 0.01. The Dormant Shares are not listed on Oslo Axess, nor registered with the VPS. The Dormant Shares have no voting rights and no dividend rights, and they only were created due to requirements under Cypriot law to have seven registered shareholders in a public company. The Dormant Shares are not included for the purposes of calculating the mandatory bid requirements and the requirements relating to disclosure of large shareholdings.

The Board of CAMPOSOL and executive management are committed to treating all shareholders equally and any transaction that the company carries out with its own shares is carried out by means of the Oslo Stock Exchange.

Transactions with close associates In the case of any material transaction between the company and shareholders, members of the Board, members of executive management or close associates of such parties; the Board will arrange for a third party independent evaluation.If the fee exceeds 5% of the total CAMPOSOL share capital, such transaction will be approved by the shareholders at a General Meeting.The directors and executive management will notify the Board if they have any direct or indirect material interest in any transaction in which CAMPOSOL is involved.

6.5 Free Negotiability

Code:TheCompany’ssharesmust,inprinciple,be freely negotiable.Therefore,noformofrestrictiononnegotiabilityshould be included in a company’s articles of association.

The shares of CAMPOSOL are freely negotiable. The articles of association do not impose any restriction on the transfer of shares. Additionally, CAMPOSOL is

6.4 Equal treatment of shareholders and transac-tions with close associates

Code:TheCompanyshouldonlyhaveoneclassof shares.Any decision to waive the pre-emption rights of existingshareholderstosubscribeforsharesinthe event of an increase in share capital must bejustified.Where the Board of Directors resolves to carry out an increase in share capital and waive the pre-emptionrightsofexistingshareholdersonthe basis of a mandate granted to the Board, the justificationmust be publicly disclosed ina stock exchange announcement issued inconnection with the increase in share capital.

Any transactions the Company carries out in its own shares should be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way. If there is limited liquidity in the company’s shares, the company should consider other ways to ensure equal treatment of all shareholders.

In the event of any not immaterial transactions between the company and shareholders, a shareholder s parent company, members of the board of directors, executive personnel or close associates of any such parties, the board should arrange for a valuation to be obtained from an independent third party. This will not apply if the transaction requires the approval of the general meeting pursuant to the requirements of the Public Companies Act. Independent valuations should also be arranged in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.

The company should operate guidelines to ensure that members of the board of directors and executive personnel notify the board if they have any material direct or indirect interest in any transaction entered into by the company.

Equal treatment The Articles of Association do not impose any restriction on the right to vote. All the shares have equal rights and there is only one class of shares in CAMPOSOL. The

listed on the Oslo Stock Exchange.6.6 General Shareholders’ Meeting (AGM)

Code:Theboardofdirectorsshouldtakestepsto ensure that as many shareholders as possible may exercise their rights by participating ingeneral meetings of the company, and that general meetings are an effective forum for the views of shareholders and the board.

Such steps should include:

• making thenotice calling themeetingand thesupport information on the resolutions to be considered at the general meeting, including the recommendations of the nomination committee, available on the company’s website no later than 21 days prior to the date of the general meeting.

• ensuring that the resolutions and supportinginformation distributed are sufficiently detailed and comprehensive to allow shareholders to form a view on all matters to be considered at the meeting

• setting any deadline for shareholders to givenotice of their intention to attend the meeting as close to the date of the meeting as possible

• theboardofdirectorsand thepersonchairingthe meeting making appropriate arrangements for the general meeting to vote separately on each candidate nominated for election to the company’s corporate bodies

• ensuring that the members of the board ofdirectors and the nomination committee and the auditor are present at the general meeting making arrangements to ensure an independent chairman for the general meeting

• Shareholderswhocannotattendthemeetinginperson should be given the opportunity to vote.

Thecompanyshould:

• provide information on the procedure forrepresentation at the meeting through a proxy

• nominate a person who will be available tovote on behalf of shareholders as their proxy to the extent possible prepare a form for the appointment of a proxy, which allows separate voting instructions to be given for each matter to be considered by the meeting and for each of the candidates nominated for election.


Shareholders exercise the supreme authority in CAMPOSOL by means of the General Meetings. The Board strives to ensure that the General Meetings constitute effective forums for communication between the shareholders and the Board.

Preparation for the Annual General MeetingThe CAMPOSOL Annual General Meeting (AGM) is held every year before the end of the month of June.Although thedatehasnotbeenpublished inthe company’s financial calendar, the date will be communicated to all shareholders in due course.

The notice announcing the AGM is distributed to shareholders and placed on the company web page at least 21 days before the AGM. This notice includes all the information needed for the shareholders to form their point of view on the items on the agenda. Shareholders that cannot attend the meeting can vote by proxy. The Company will normally nominate the Chairman of the Board to vote on behalf of shareholders as their proxy. It is also possible for the shareholders to name their own proxy. The proxy form allows the shareholder to give separate voting instructions for each item on the agenda, including voting separately for each candidate to be voted for in any election.

The Chairman of the Board, usually chairs the AGM, other members of the Board are encouraged to participate.

Agenda and conduction of the AGM The Board decides the agenda of the AGM. The main points of the agenda are determined by the requirements of the Limited Responsibility Public Companies Act and the Articles of Association. Among other things the AGM will approve the annual accounts, the report from the Board and the distribution of dividends. It will also approve the resolutions required under the applicable laws.

Each AGM names a Chairman for the meeting, in this way the presence of an independent president is ensured, according to the recommendations of the Code.

Normally the Chairman is designated with anticipation and he is named in the notice calling the meeting. The minutes of the AGM are published on the CAMPOSOL web page (www.camposol.com.pe) and on the Oslo

Stock Exchange –OSE web page (www.newsweb.no).The Board may call for an extraordinary General Meeting when it considers it to be necessary or when it is a legal requirement. The CAMPOSOL Auditor and any shareholder or group of shareholders representing more than 5% of the issued and subscribed share capital of the Company may demand that the Board calls for an extraordinary General Meeting.

6.7 Nomination Committee

Code:TheCompanyshouldhaveanominationcommittee, and the general meeting should elect the chairperson and members of the nomination committee and should determine the committee’s remuneration.Thenominationcommitteeshouldbelaiddownin the company’s articles of association. Thegeneral meeting should stipulate guidelines for the duties of the nomination committee.

Themembersofthenominationcommitteeshouldbe selected to take into account the interestsofshareholders ingeneral.Themajorityof thecommittee should be independent of the board ofdirectorsandtheexecutivepersonnel.Atleast

one member of the nomination committee should not be a member of the corporate assembly, committee of representatives or the board. No more than one member of the nomination committee should be a member of the board of directors, and any such member should not offer himself for re-election. The nominationcommittee should not include the company’s chiefexecutiveoranyotherexecutivepersonnel.

Thenominationcommittee’sdutiesaretoproposecandidates for election to the corporate assembly and the board of directors and to propose the fees to be paid to members of these bodies.

The nomination committee should justify itsrecommendations.Thecompanyshouldprovideinformationonthemembership of the committee and any deadlines for submitting proposals to the committee.

In accordance with section 100A of the Articles of Association of the company, CAMPOSOL has a nomination committee made up of three members. The committee is elected by the AGM which also decides on their remuneration.

Information on the committee members will be available for the public on the company’s web page.The committee will make its recommendations to the Annual General Meeting on the appointment and retirement of Directors, as well as their remuneration.

6.8 Corporate Assembly and Board of Directors: Composition and independence

Code: The composition of the corporateassembly should be determined with a view to ensuring that it represents a broad cross-section of the company’s shareholders.

The composition of the board of directorsshould ensure that the board can attend to the common interests of all shareholders and meets thecompany’sneedforexpertise,capacityanddiversity. Attention should be paid to ensuring that the board can function effectively as a

The Board of CAMPOSOL and executive management are committed to treating all shareholders equally and any transaction that the company carries out with its own shares is carried out by means of the Oslo Stock Exchange.


collegiate body.Thecompositionoftheboardofdirectorsshouldensure that it can operate independently of any specialinterests.Themajorityoftheshareholder-elected members of the board should be independent of the company’s executivepersonnel and material business contacts. At least two of the members of the board elected by shareholders should be independent of the company’s main shareholder(s).

The board of directors should not includeexecutivepersonnel. If theboarddoes includeexecutive personnel, the company shouldprovide an explanation for this and implementconsequentialadjustmentstotheorganizationoftheworkoftheboard,includingtheuseofboardcommittees to help ensure more independent preparation of matters for discussion by the board, cf. Section 9.

The chairman of the board of directors shouldbe elected by the general meeting so long as the Public Companies Act does not require that the chairman must be appointed either by the corporate assembly or by the board of directors as a consequence of an agreement that the company shall not have a corporate assembly.Thetermofofficeformembersoftheboard of directors should not be longer than two years at a time.

The Annual Report should provide informationtoillustratetheexpertiseofthemembersoftheboard of directors, and information on their record of attendance at board meetings. In addition, the Annual Report should identify which members are considered to be independent.Members of the board of directors should be encouraged to own shares in the company.

The Board of Directors of CAMPOSOL has at least two directors according to section 68 of the company’s Articles of Association. Currently the Board has seven members, one woman and six men.

The composition of the Board satisfies the company’s needs in terms of experience, knowledge, capacity and diversity. The CAMPOSOL web page and the

Annual Report provide information to illustrate the experience and capacity of the Board members and identify which members are considered independent.A majority of the members of the Board are independent of the Company’s management and main commercial partners. The Board does not include any representatives from the CAMPOSOL executive team. Also, five of the directors are independent of the Company’s main shareholders.

During 2011, 7 board meetings were held. The following shows the attendance of each director.

Samuel Dyer Coriat Executive Chairman 7

Samuel Dyer Ampudia Deputy Chairman 7

Christopher Yetter Director 6

MimI K. Berdal Director 7

Pavlos Aristodemou Director 4

Gianfranco Castagnola Director 5

WalterChumbez Director 7

Alfredo Castagnola Alternate Director 4

CAMPOSOL does not have a corporate assembly or any employee representative on the Board.

The Chairman of the Board is elected at the AGM. Board members are elected for a two-year term each time and are encouraged to own shares in the company. A summary of the shares owned by the members of the Board is included in the Company’s Annual Report.

Please note that Samuel Dyer Coriat was elected Chairman of the Board in May 2011 and later in October 2011 also took the role of CEO, becoming Executive Chairman

6.9WorkoftheBoard

Code:Theboardofdirectorsshouldproduceanannualplanforitswork,withparticularemphasison objectives, strategy and implementation.

Theboardofdirectorsshouldissueinstructionsfor its own work as well as for the executivemanagement with particular emphasis on clear internal allocation of responsibilities and duties.In order to ensure a more independent consi-deration of matters of a material character in which the chairman of the board is, or has been, personally involved, the board’s consideration of such matters should be chaired by some other member of the board.

ThePublicCompaniesActstipulatesthatlargecompaniesmusthaveanauditcommittee.Theentire board of directors should not act as the company’s audit committee. Smaller companies should give consideration to establishing an audit committee. In addition to the legal requirements on the composition of the audit committeeetc.,themajorityofthemembersofthe committee should be independent.

The board of directors should also considerappointing a remuneration committee in order to help ensure thorough and independent preparation of matters relating to compensation paid to the executive personnel. Membershipof such a committee should be restricted to members of the board who are independent of thecompany’sexecutivepersonnel.

The board of directors should provide detailsin the Annual Report of any board committees appointed.

The board of directors should evaluate itsperformanceandexpertiseannually.

TheworkoftheBoardThe responsibilities of the Board include the strategic direction of CAMPOSOL, the effective monitoring of top management, the control and monitoring of the company’s financial situation and communications with shareholders and stakeholders.

These obligations can be found in the applicable legislation, in the articles of association, in the authorizationsandinstructionsgivenbytheGeneralMeeting and instructions or resolutions adopted by the Board itself.


The Board’s duties may be divided into two main categories:

• ThemanagementoftheCompanybytheBoard.• ThesupervisoryresponsibilityoftheBoard.

The Board will discuss all matters related to the important activities of the company or those of an extraordinary nature. It will produce an annual work plan focused on those tasks that are oriented towards developing corporate strategy as well as monitoring its implementation. Additionally it will execute supervisory actions to ensure that the company is managing its business, its assets and a prudent and satisfactory control of risks. The Board is responsible for the appointment of the General Manager.

Financial ControlThe Board will keep itself informed of the financial situation of the Company and will ensure that the operations, the accounts and the management of company assets are subject to satisfactory controls.

Board MandateIn accordance with the applicable law, the terms of reference for the Board are established in a formal mandate that includes specific rules and guidelines on the work of the Board and its decision making. Additionally, CAMPOSOL has prepared specific instructions for the work of the Board, including procedural rules as well as indications as to discussions, duties and responsibilities of the Board in relation to the General Manager.

The Chairman of the Board is responsible for ensuring that the work of the Board is carried out effectively, and correctly, according to applicable legislation. The Board has named a Deputy Chairman as is recommended in the Code.

Committees CAMPOSOL has four committees:

• Strategy, Business Development & FinanceCommittee

Objective: To evaluate the possibility of new investments by CAMPOSOL in accordance with its financial situation and forecasts.

• Audit,Control&RisksCommittee Objective: To assist the Board in complying with

its responsibilities in relation to the financial report issuing process, the internal control system, the internal auditing process and observance of the governance provisions, rules and code of conduct.

• HumanResources,Ethics,CorporateGovernmentand Social Responsibility Committee.

• NominationsCommittee

The Board constantly evaluates the need to create new committees.

Mandate for the General ManagerThe Board issues a mandate for the work of the General Manager, including his duties and responsibilities to the Board. There is a clear division between the responsibilities of the Board and those of executive management. The General Manager is responsible for the daily management of the company’s activities, according to the strategy and guidelines adopted by the Board.

The Board will ensure that the General Manager reports on a monthly basis on the company’s financial situation.

Financial Reports The Board receives periodic reports on the commercial and financial situation of CAMPOSOL. The Company follows a timetable established by the Oslo Stock Exchange and the CySEC (Cypriot Security Exchange Commission) for the publication of annual and interim reports.

Annual Evaluation of the BoardAnnually, at the first meeting of the calendar year, the Board performs an evaluation of its own performance, as well as those of the committees and of each individual Director.

For the evaluation to be effective, the Board sets objectives, both at collective and individual level, against which it will be able to measure its performance.The Board also carries out a similar evaluation of the CEO.


6.10RiskManagementandInternalControl

Code: The board of directors must ensurethat the company has sound internal control and systems for risk management that areappropriateinrelationtotheextentandnatureofthe company’s activities. Internal control and the systems should also encompass the company’s corporate values, ethical guidelines and guidelines for corporate social responsibility.

The board of directors should carry out anannual review of the company’s most important areasofexposuretoriskanditsinternalcontrolarrangements.

The board of directors should provide anaccount in the Annual Report of the main features of the company’s internal control and riskmanagementsystemsastheyrelatetothecompany’s financial reporting.

The Board is responsible for ensuring that the Company has efficient and sound processes for internal control. The Board must be completely up to date with the Company’s financial and operational performance, the company’s commercial model, the risks associated with its economic activities and long term sustainability.

In summary, the Board must be completely sure that the company has the necessary control systems installed in all its areas and that these systems are constantly updated to guarantee their optimum operation.

CAMPOSOL annually identifies and evaluates risks that could affect the achievement of its objectives, and establishes permanent specific control and monitoring activities to mitigate these risks accordingly. The internal controls are detailed in the Company’s main rules and procedures which are incorporated as systematic controls through SAP, supporting a good internal control environment. The risk, control and fraud master templates have been completed for most of the core processes and activities which encompass all internal control, enterprise risk management and fraud detection policy based on the COSO framework model. Furthermore, the Enterprise Risk Management project

started in 2011 will be completed by mid 2012 and it will include strategic and projects risks by year end.

During 2011, the Company consolidated its Information Technology and Business Contingency Plan driving it to ensure operational continuity and improving its capacity for contingencies detection and response by implementing alternate system servers basically for the ERP SAP and mail at corporate level

CAMPOSOL also applies integrated business principles in accordance with international standards, which reflect its commitment to health, safety and environment.

The preservation of the environment is one of CAMPOSOL’s main concerns. The production process involves factors and conditions that interact with the environment, such as the use of water, fertilizers, generation of waste through emissionsand solid waste management. Among some of the Company’s practices to ensure the preservation of the environment, CAMPOSOL is currently implementing environmental education, internal campaigns, specialized treatment systems, qualitymanagement systems, certifications and community relations programs.

6.11 Remuneration of Board Members

Code:Theremunerationoftheboardofdirectorsshould reflect the board’s responsibility, exper-tise,timecommitmentandthecomplexityofthecompany’s activities.Theremunerationoftheboardofdirectorsshouldnot be linked to the company’s performance.Thecompanyshouldnotgrantshareoptionstomembers of its board.

Members of the board of directors and/or companies with which they are associated should nottakeonspecificassignmentsforthecompanyin addition to their appointment as a member of theboard. If theydononetheless takeon suchassignments this should be disclosed to the fullboard.Theremunerationforsuchadditionalduties should be approved by the board.

Any remuneration in addition to normal directors’ fees should be specifically identified in the Annual Report.

The remuneration granted to the members of the Board is decided by the AGM. The Annual Report provides information on all the remuneration paid to each Board member.

In addition to the remuneration, the directors hold share options, which were granted by CAMPOSOL Holding Plc, a company which has Cyprus as its home state. This deviates from the recommendations of the Code.

The directors, or the companies with whom they are associated, will not accept other appointments or commitments for CAMPOSOL without the knowledge of the Board. In such cases, any remuneration must be approved by the AGM.

6.12Remunerationofexecutivemanagement

Code:Theboardofdirectorsisrequiredbylawto established guidelines for the remuneration oftheexecutivepersonnel.Theseguidelinesarecommunicated to the annual general meeting.

The guidelines for the remuneration of theexecutive personnel should set out the mainprinciples applied in determining the salary and other remuneration of the executivepersonnel. The guidelines should help toensure convergence of the financial interests of theexecutivepersonnelandtheshareholders.

Performance-related remuneration of the exe-cutive personnel in the form of share options, bonusprogramsshouldbelinkedtovaluecreationfor shareholders or the company’s earnings performance over time. Such arrangements, including share option arrangements, should incentive performance and be based on quantifiable factors over which the employee in question can have influence. Performance-related remuneration shouldbesubjecttoanabsolutelimit.


The Board adopts guidelines for the remuneration of the management team that are reported to the General Meeting. The salary and other payments to the General Manager are determined by the Board.

Details of remuneration paid to the executives as well as the remuneration guidelines for the General Manager and other top executives are included in the notes to the financial accounts in the Annual Report.

6.13 Information and Communication

Code: The board of directors should establishguidelines for the company’s reporting of financial and other information based on openness and taking into account the requirement for equaltreatment of all participants in the securities market.

Thecompanyshouldpublishanovervieweachyear of the dates formajor events such as itsannual general meeting, publication of interim reports, public presentations, dividend payment date if appropriate etc.All information distributed to the company’s shareholders should be published on the company’s web site at the same time as it is sent to shareholders.

Theboardofdirectorsshouldestablishguidelinesfor the company’s contact with shareholders other than through general meetings.

CAMPOSOL maintains regular dialogue with analysts and investors and considers it very important to inform shareholders and other stakeholders about the Company’s commercial and financial performance. CAMPOSOL is committed to ensuring that all the participants in the stock market receive the same information at the same time.

Additionally the company proactively communicates its long term ambitions, including its strategies and risk factors. The Company has a policy of open and reliable communications with the investors and a web page which is continuously updated.

Although the Management is responsible of the communication with all stakeholders, the Executive Chairman of the Board and the other directors are available to meet with any shareholders and develop a balanced understanding of the topics of their interest or concern, subject always to applicable law and the rules of the stock exchange. The Executive Chairman ensures that the shareholders’ points of view are duly communicated to the Board.

CAMPOSOL strives to communicate all relevant information to the market in a timely, efficient and non-discriminate manner. All the notices issued by the Company are available on the web page, as well as the website of OSE (www.newsweb.no) and news agencies throughThomson Reuters (https://inpublic.huginonline.com).

Financial reports and eventsCAMPOSOL normally publishes its provisional annual financial statement at the end of February. The complete Annual Report and the accounts statements are distributed to shareholders at least three weeks before the AGM. Quarterly interim reports are published within two months from the end of each quarter.

The Company publishes an annual financial calendar that includes the dates on which it is planned to publish the quarterly results. The calendar can be found on the web page www.camposol.com.pe and is distributed as a stock market notice. It can also be found on Oslo Stock Exchange’s website, www.oslobors.no. The calendar is published at the end of each fiscal year.

CAMPOSOL gives quarterly presentations open to the public. These sessions provide a financial and operational review of the previous quarter, as well as a review of the market conditions and the Company’s outlook.

The presentations are given by the Executive Chairman and/or the CFO. After each quarterly presentation the managers give other presentations for investors in various locations. The quarterly interim reports and presentation materials can be found on the CAMPOSOL web page.

6.14Take-overs

Code:TheBoardofDirectorsshouldestablishguiding principles for how it will act in the event ofatake-overbid.

In a bid situation, the company’s board of directors and management have an independent responsibility to help ensure that shareholders are treated equally, and that the company’s business activities are not disrupted unnecessarily. Theboard has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer.Theboardofdirectorsshouldnotseektohinderor obstruct take-over bids for the company’sactivities or shares unless there are particular reasons for this.

Intheeventofatake-overbidforthecompany’sshares, the company’s board of directors should notexercisemandatesorpassanyresolutionswith the intentionofobstructing the take-overbid unless this is approved by the general meeting following announcement of the bid.

CAMPOSOL maintains regular dialogue with analysts and investors and considers it very important to inform shareholders and other stakeholders about the Company’s commercial and financial performance.


If an offer is made for a company’s shares, the company’s board of directors should issue a statement making a recommendation as towhether shareholders should or should not accepttheoffer.Theboard’sstatementontheoffer should make it clear whether the viewsexpressed are unanimous, and if this is notthe case it should explain the basis onwhichspecificmembersof theboardhaveexcludedthemselves from the board’s statement. Theboard should arrange a valuation from an independent expert. The valuation shouldinclude an explanation, and should be madepublic no later than at the time of the public disclosure of the board’s statement.

Any transaction that is in effect a disposal of the company’s activities should be decided by ageneralmeeting,exceptincaseswheresuchdecisions are required by law to be decided by the corporate assembly.

TheBoardofDirectorsshouldnotseektohinderor obstruct take-over bids for the Company’sactivities or shares unless there are particular reasons for this.

Intheeventofatake-overbidfortheCompany’sshares, the company’s Board of Directors should notexercisemandatesorpassany resolutionswiththeintentionofobstructingthetake-overbidunless this is approved by the General Meeting following announcement of the bid.

Fundamental Commitments and GuidelinesThe CAMPOSOL Board is committed to treat all shareholders equally, as well as ensuring transparency with regard to any offer to acquire the company.

However, the Board has not prepared formal guidelines for its conduct in the case where an offer is made for CAMPOSOL, as is recommended by the Code.

CAMPOSOL will not establish any mechanism that impedes an acquisition unless this has been resolved by a General Meeting and with a majority of two thirds (of votes issued and share capital represented).

The Norwegian Securities Negotiation Act (chapter 6) indicates the formal requirements related to the obligation in a hostile bid and a friendly bid in connection with possible acquisitions of CAMPOSOL.

Evaluation of an OfferIf a formal offer is received for CAMPOSOL, the Board will normally attempt to obtain other competitive offers. This will not apply if the Board can definitely recommend an offer received, or if the process of seeking a competitive offer could provoke the withdrawal of the offer already received.

Should an offer be received for the shares of CAMPOSOL, the Board will issue a statement evaluating the offer together with a recommendation to the shareholders to accept or not accept the said proposal. If the Board cannot recommend a decision on the offer, it should explain the reasons for such abstention. If the statement by the Board is not unanimous, this should also be explained. The Board should also consider if a valuation by an independent expert is pertinent.

6.15 Auditor

Code: The auditor should submit the mainfeatures of the plan for the audit of the company to the audit committee annually.

The auditor should participate in meetingsof the board of directors that deal with the annual accounts. At these meetings the auditor should review any material changes in the company’s accounting principles, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the executivemanagementofthecompany.

Theauditorshouldatleastonceayearpresentto the audit committee a review of the company’s internal control procedures, including identified weaknesses and proposals for improvement.

Theboardofdirectorsshouldholdameetingwiththe auditor at least once a year at which neither

thechiefexecutivenoranyothermemberoftheexecutivemanagementispresent.

The board of directors should establish guide-lines in respect of the use of the auditor by the company’s executive management for servicesother than the audit.

Theboardofdirectorsmustreporttheremune-ration paid to the auditor at the annual general meeting, including details of the fee paid for auditworkandanyfeespaidforotherspecificassignments.

Election of the AuditorCAMPOSOL’s financial statements for 2011 have been audited by PricewaterhouseCoopers (PwC). Cyprus law requires that the auditor is elected by the shareholders in the General Meeting. The Board will make recommendations to the General Meeting on the appointment, removal and remuneration of the auditor.

Relationship of the Auditor with the Board The auditor participates in the Annual General Shareholders Meeting. At the meeting, the auditor informs the Board of the plan for the audit. The Board holds one or more meetings every year with the auditor without the CEO being present.

Also, the auditor participates in the meetings in which the Board considers the annual accounts. In these the auditor comments on any material changes in the principles and the accounting figures of the company, reporting at the same time all material matters where there has been disagreement between the auditor and the company’s executive management.

At the AGM, the auditor presents to the Board a review of the company’s internal control procedures, including proposals for improvements.

CAMPOSOL has established an audit committee that supports the Board in revising, evaluating and, when necessary, propose appropriate measures related to the internal and external auditing of the group.

| Annual Report 201162

INDAURE

INDEPENDENT AUDITORS’ REPORT AND AUDITED FINANCIAL STATEMENTS

CAMPOSOL HOLDING PLC AND SUBSIDIARIES

OVERVIEW OF NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31 DECEMBER 2011

DirectorsSamuel Barnaby Dyer Coriat - Chairman Samuel Edward Dyer Ampudia Pavlos Aristodemou Gianfranco Dante Máximo Castagnola Zúñiga Mimi Kristine Berdal Richard Christopher Yetter (resigned 27 February 2012) FabioMatarazzoDiLicosa(appointed09October2011)HugoWalterChumbezPanesiSamuel Aguirre (appointed 27 February 2012)

Company SecretaryAltruco Secretarial LimitedArch. Kyprianou & Ag. Andreou,Loukaides Court, 5th Floor3036 Limassol,Cyprus

Registered officeArch. Kyprianou & Ag. Andreou,Loukaides Court, 5th Floor3036 Limassol,Cyprus

Independent auditorsPricewaterhouseCoopers LimitedCyprus

General information


Report of Board of Directors’

The Board of Directors presents its report together with the audited consolidated financial statements of Camposol Holding Plc (the “Company”) and its subsidiaries (collectively referred to as the “Group”) for the year ended 31 December 2011.

Principal activitiesCamposol Holding PLC is the holding company of the Camposol Group (hereinafter the “Group”). During the year the Group continued its agricultural activities and is the largest exporter of asparagus in the world.

Financial resultsThe Group’s results for the year are set out on page 8. The Board of Directors does not recommend the payment of a dividend and the net profit for the year is retained.

Review of developments, position and performance of the Group’s business and its positionThe profit of the Group for the year ended 31 December 2011 was USD 33,345,000 (2010: profit of USD6,782,000). Turnover in 2011 increased to USD168 million, compared to sales for 2010 of USD119 million. On 31 December 2011 the total assets of the Group were USD442 million (2010: USD376 million) and the net assets were USD277 million (2010: net assets USD243 million). The financial position, development and performance of the Group as presented in these consolidated financial statements are considered satisfactory.

Future developmentsThe Group sets as its strategic priorities for the four years from 2012 to 2015 the maintenance of its position as a global leader in the asparagus and avocados markets and the diversification in new products to satisfy demand, such as red table grapes and mandarins.

During 2011 the US market of avocado opened for Peruvian produce, which as planned, had an important positive impact on this year’s results. Due to the importance of this market for the growth in avocado volumes coming from its young plantations, it will be a strategic priority for the Group to consolidate its commercial presence there during this period.

RiskmanagementLike other agricultural businesses the Group is exposed to risks, the most significant of which are natural phenomena such as the cold and hot ocean currents of “El Nino” and “La Nina” which impact agricultural production, adverse movements in the market prices for fruit and vegetables, interest rate risk and liquidity risk.

The Group monitors and manages these risks through various control mechanisms. Detailed information relating to risk management is set out in Notes 3 and 4 to the financial statements.

BranchesThe Group did not operate through any branches during the year.

Share capitalDuring 2011, there were no significant transactions related to the issue of share capital, share-based payments or warrants.

DirectorsThe Directors of the Company at the date of this report are as shown on page 1.

The Directors who served during the year and up to the date of this report, except for Mr. Richard Christopher Yetter are the following:

Appointed Resigned

Samuel Edward Dyer Ampudia 15January2008 -

Samuel Barnaby Dyer Coriat 15January2008 -

Pavlos Aristodemou 27 May 2010 -

Gianfranco Dante Máximo Castagnola Zúñiga 10June2008 -

Mimi Kristine Berdal 19June2009 -

Richard Christopher Yetter 19June2009 27 February 2012

HugoWalterChumbezPanesi 19June2009 -

FabioMatarazzoDiLicosa 10 October 2011 -

Samuel Aguirre 27 February 2012 -

All of the Directors, except for Mr. Richard Christopher Yetter shall hold office until the next Annual General Meeting and are eligible for re-appointment by the shareholders.

During 2011, there were changes in the assignment of responsibilities and remuneration (Note 36) of the Board of Directors.Samuel Dyer Coriat, becoming Chairman of the Board on May 2011 who replaced Samuel Dyer Ampudia.

Events after the consolidated balance sheet dateOn26January2012,CamposolS.A.,CamposolHoldingPLC ssubsidiary,successfullyissuedaUSD125million9.875%seniorunsecurednotesduein2017,whichwillbeguaranteedbyCamposolPlcasparentguarantorandMarinazulS.A.andCampoinca S.A. as subsidiary guarantors. Settlement of the bond issue occurred on 2 February 2012. The net proceeds from the bond issue are to be used to pay long term debt, to finance capital expenditures and in general corporate uses.With this transaction, the Company increased the maturity of its long term debt to 4.9 years under much more flexible conditions than the previous long-term debt facility, which will allow it to better face its strategic challenges in the next years.

Camposol SA, a subsidiary of Camposol Holding PLC has purchased 732,000 shares in Camposol Holding PLC at a price of NOK 23 per share on 5 March 2012 After this transaction Camposol Holding PLC and its subsidiaries hold 732,000 of its own shares.

On 12 March 2012, Camposol Holding PLC launched a tender offer to all its shareholders to buy up to 2.2 million shares at a price of 24NOK. This offer continued until 26 March 2012. The purpose of this offer is to give its shareholders the opportunity tomonetizeaportionoftheirinvestmentduetothelowliquidityofthestock.Thesestockswillremainintreasuryuntilfurthernotice. At the end of this transaction 355,372 shares were transferred to Camposol Holding PLC from ex shareholders. After this transaction, Camposol Holding PLC and its subsidiaries hold 1,087,372 of its own shares.

Independent auditorsPricewaterhouseCoopers Limited has expressed their willingness to continue in office. A resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.

By order of the Board

Samuel Barnaby Dyer Coriat - Chairman Samuel Edward Dyer Ampudia - Director

Cyprus23 April 2012


At 31 December

Note 2011 2010

USD000 USD000

ASSETS

NON-CURRENTASSETS

Property, plant and equipment 6 117,354 111,885

Investment in associate 7 493 382

Intangible assets 8 22,610 20,677

Non-current portion of biological assets 9 193,015 149,361

Total non-current assets 333,472 282,305

CURRENTASSETS

Prepaid expenses 812 823

Current portion of biological assets 9 16,145 18,978

Inventories 12 44,349 33,608

Other accounts receivable 13 6,459 8,063

Income tax credit 5,093 3,625

Trade accounts receivable 14 29,429 18,727

Cash and cash equivalents 15 6,604 9,915

Total current assets 108,891 93,739

Totalassets 442,363 376,044

Equity attributable to shareholders of the parent

Share capital 16 507 507

Share premium 16 212,318 212,318

Share-based payments 16 927 922

Retained earnings 62,331 28,853

276,083 242,600

Non-controlling interest 569 560

Totalequity 276,652 243,160

Consolidated Balance Sheet

LIABILITIES

NON-CURRENTLIABILITIES

Long - term debt 19 55,031 61,186

Deferred income tax 17 23,919 13,618

78,950 74,804

CURRENTLIABILITIES

Current portion of long-term debt 19 9,712 4,429

Trade accounts payable 20 40,074 27,294

Other accounts payable 21 11,178 9,657

Bank loans and overdrafts 22 25,797 16,700

86,761 58,080

Totalliabilities 165,711 132,884

Totalequityandliabilities 442,363 376,044

Approved for issue and signed on behalf of the Board of Directors of Camposol Holding PLC on 23 April 2012.

The notes on pages 73 to 147 are an integral part of these consolidated financial statements.

Samuel Barnaby Dyer Coriat - Chairman Signature

Samuel Edward Dyer Ampudia - Director Signature


Consolidated Statement of Comprehensive Income

For the year ended 31 December

Note 2011 2010

USD000 USD000

Continuing operations:

Revenue 24 167,810 119,306

Cost of sales 25 (109,543) (82,786)

Gross profit 58,267 36,520

Gain arising from change in fair value of biological assets 9 34,112 17,478

Profit after adjustment for biological assets 92,379 53,998

Selling expenses 26 (20,581) (14,199)

Administrative expenses 27 (19,050) (13,320)

Other income 29 868 1,367

Other expenses 29 (2,302) (3,069)

Operating profit 51,314 24,777

Profit / (loss) attributable to associate 7 111 (40)

Financial income 30 27 45

Financial cost 30 (8,502) (14,871)

Net foreign exchange transactions losses (1,316) (2,761)

Profitbeforeincometax 41,634 7,150

Income tax 32 (8,014) 1,382

Profit for the year from continuing operations 33,620 8,532

Discontinued operations:

Loss for the year from discontinued operations 33 (275) (1,750)

Profit for the year 33,345 6,782

Attributable to:

Owners of the parent 33,336 6,738

Non-controlling interest 9 44

33,345 6,782

Basic and diluted earnings per ordinary share

- From continuing operations (expressed in U.S. Dollars per share) 34 1.127 0.286

- From discontinued operations (expressed in U.S. Dollars per share) 34 (0.009) (0.059)

1.118 0.227

Statement of comprehensive income


Other comprehensive income:

Currency translation adjustment (8) 116

Total comprehensive income for the year 33,337 6,898

Attributable to:

Equity shareholders of the parent 33,328 6,854

Non-controlling interests 9 44

33,337 6,898

Total comprehensive income attributable to equity shareholders arises from:

- Continuing operations 33,603 8,604

- Discontinued operations (275) (1,750)

33,328 6,854



Attributable to owners of the parent

NoteNumber of shares

Share capital

Share premium

Share warrants

Share options

“Retained earnings”

TotalNon-controlling interest

‘‘Totalequity”

000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000

Balances as of 1 January, 2010 32,404 507 212,318 2,050 914 19,851 235,640 88 235,728

Comprehensive income:

Profit for the year - - - - - 6,738 6,738 44 6,782


Currency translation adjustment - - - - - 116 116 - 116

Totalcomprehensiveincome - - - - - 6,854 6,854 44 6,898

Transactionswithowners:

Share-based payments 16 - - - - 106 - 106 - 106

Expired share options and warrants 16 - - - (2,050) (98) 2,148 - - -

Non-controlling interest’s acquisition 16 - - - - - - - 428 428

Totaltransactionswithowners - - - (2,050) 8 2,148 106 428 534

Balances as of December 31, 2010 32,404 507 212,318 - 922 28,853 242,600 560 243,160

Comprehensive income:

Profit for the year - - - - - 33,336 33,336 9 33,345


Currency translation differences - - - - - (8) (8) - (8)

Totalcomprehensiveincome - - - - - 33,328 33,328 9 33,337

Transactionswithowners:

Share-based payments 16 - - - - 155 - 155 - 155

Expired share options 16 - - - - (150) 150 - - -

Totaltransactionswithowners - - - - 5 150 155 - 155

Balances as of December 31, 2011 32,404 507 212,318 - 927 62,331 276,083 569 276,652

Consolidated Statement Of Changes In Equity

For the years ended 31 December 2011 and 2010

Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, by the end of the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence at 15% will be payable on such deemed dividend to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents. Special contribution for defence rate increased to 17% in respect of profits of year of assessment 2009, and to 20% in respect of profits of years of assessment 2010 and 2011. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to which the profits refer. This special contribution for defence is paid by the Company for the account of the shareholders.



For the year ended 31 December

Note 2011 2010

USD000 USD000

CASHFLOWSFROMOPERATINGACTIVITIESCollections 157,058 121,707

Payment to suppliers and employees (146,515) (110,782)

Interest paid (8,094) (8,882)

Custom duties refund collections 6,647 7,498

Other collections 442 484

Income tax paid - (1,069)

Net cash generated from operating activities 31 9,538 8,956

CASHFLOWSFROMINVESTINGACTIVITIESPurchases of property, plant and equipment and biological assets 6 (10,611) (6,126)

Investment in biological assets (8,711) (11,871)

Purchase of intangibles, excluding goodwill 8 (408) (767)

Acquisition of subsidiary, net of cash acquired 23 (259) 113

Proceeds from sale of property, plant and equipment 372 3,657

Net cash generated from investing activities (19,617) (14,994)

CASHFLOWSFROMFINANCINGACTIVITIESBank loans proceeds 22 94,394 54,539

Bank loans payments 22 (85,297) (47,124)

Debt termination fee 19 - (3,682)

Loan repayment of Credit Suisse 19 - (50,086)

New Syndicated loan and long-term debt proceeds 19 1,615 62,630

Payments of long-term debt 19 (3,944) (5,850)

Net cash generated from financial activities 6,768 10,427

Net (decrease) / increase in cash and cash equivalents (3,311) 4,389

Cash and cash equivalents at beginning of year 9,915 5,526

Cash and cash equivalents at end of year 15 6,604 9,915

Consolidated Statement Of Cash Flows


Overview Of Notes To The Consolidated Financial Statements

31 December 2011

CONTENTS

Note

1 General information2 Summary of significant accounting policies3 Risk management4 Critical accounting estimates and judgments5 Segment information6 Property, plant and equipment7 Investment in associate8 Intangible assets9 Biological assets10 Financial instruments by category11 Credit quality of financial assets12 Inventories13 Other accounts receivable14 Trade accounts receivable15 Cash and cash equivalents16 Shareholders’ equity17 Deferred income tax18 Workers’ profit sharing19 Long-term debt20 Trade accounts payable21 Other accounts payable22 Bank loans23 Business combinations24 Revenue25 Cost of sales26 Selling expenses27 Administrative expenses28 Personnel expenses29 Other income and expenses30 Financial income and costs31 Cash generated from operations32 Income tax33 Discontinued operations34 Basic and diluted earnings per share35 Contingent liabilities36 Transactions with shareholders and other related parties37 Commitments and guarantees38 Events after the consolidated balance sheet date


a) Business activities -

Camposol Holding PLC (hereinafter the Company) was incorporated as a private company and is domiciled inCyprusfrom9July2007,underthenameHalemondiHoldingsLimited,inaccordancewiththeprovisionsofthe Cyprus Companies Law, Cap. 113. The Company was converted into a public limited liability company on 8 November 2007. The name of the Company was changed to Camposol Holding PLC on 11 February 2008. The Group is engaged in investing in the agriculture business and managing the export of agricultural products mainly to the United States and to the European Unión.

The Company’s legal address is Arch. Kyprianou & Ayiou Andreou, Loukaides Court 5th Floor, 3036 Limassol, Cyprus.

As from May 2008 the shares of the Company are listed on the Oslo Axess Stock Exchange.

The subsidiaries and their activities are as follows:

1 General information

Direct or indirect equityinterest as of31 December

Company Principal activityCountry ofincorporation

2011%

2010%

Camposol S.A. Agribusiness Peru 100 100.00

Campoinca S.A. Agriculture Peru 100 100.00

Preco Precio Económico S.A.C. (*) Retail Peru 50 50.00

Sociedad Agrícola

Las Dunas S.R.L. Agriculture Peru 99.99 99.99

Prodex S.A.C. Agriculture Peru 100 100.00

Balfass S.A. Agriculture Peru 100 100.00

Vegesol S.A. Agriculture Peru 100 100.00

Muelles y Servicios

Paita S.R.L. Services Peru 100 100.00

Nor Agro Perú S.A.C. Agriculture Perú 100 -

MarinazulS.A.(*) Shrimp farming Peru 94.55 94.55

Domingo Rodas S.A. Shrimp farming Peru 100 100.00

Camarones S.A.C. Shrimp farming Peru 100 100.00

Marinasol S.A. Fish canning Peru 100 100.00

Camposol Europa S.L. Distribution Spain 100 100.00

Camposol Fresh B.V. Distribution Netherlands 100 100.00

Madoca Corp. Holding Panama 100 100.00

Grainlens Ltd. Holding Cyprus 100 100.00

Blacklocust Ltd. Holding Cyprus 100 100.00

Siboure Holding Ltd. Holding Cyprus 100 100.00

(*) The non-controlling interests have granted the control of this entity in favor of Camposol Holding PLC.

Camposol Holding PLC and its subsidiaries are hereinafter referred to as the Group.Camposol S.A. is one of the subsidiaries of the Group which is a Peruvian agribusiness corporation incorporated in the city of Limaon31 January 1997.CamposolS.A. contributes substantiallywith all of the consolidatedGroup’s revenues and net profit.

The legal address of Camposol S.A. is Calle Francisco Graña 155, La Victoria, Lima, Peru; its operating and commercial office is located in Carretera Panamericana Norte Km. 497.5, Chao, Viru, La Libertad., three production establishments or agricultural lands are located in Carretera Panamericana Norte Kms. 510, 512 and 527 in the department of La Libertad, Peru. In addition Camposol S.A. operates two administrative offices in the department of Piura.

The Group controls Preco Precio Económico S.A.C., which was dormant and had no income or expenses in 2011 and 2010.

On 21 May 2011, Muelles y Servicios Paita S.R.L. (a subsidiary of the Company) acquired Nor Agro Perú S.A.C. (Note 23). As of 31 December 2011, the Company’s percentage of ownership in its subsidiaries has not changed with respect to that at 31 December 2010.

The table below presents details of the agricultural land where the Group carries out its activities:

Land Peruvian regionArea in Hectares (Ha)2011 and 2010

Mar Verde La Libertad 2,496

Huangala - Terra Piura 2,662

Agricultor La Libertad 1,726

Gloria La Libertad 1,018

Agromás La Libertad 414

Virú-SanJosé La Libertad 616

Compositan La Libertad 3,778

Yakuy Minka La Libertad 2,770

Santa Ana Piura 3,370

Santa Anita Piura 128

SantaJulia Piura 2,105

María Auxiliadora Piura 1,980

La Merced Piura 1,000

Ocoto Alto Piura 112

Ocoto Bajo Piura 31

Ica Ica 175

Tumbes Tumbes 933

25,314


The Group carries out its activities over the following planted areas:

Area in Hectares (Ha)

2011 2010

Asparagus 2,633 2,633

Avocados 2,488 2,488

Mangoes 415 415

Grapes 451 420

Shrimp 628 510

Pepper 294 290

Tangerine 102 102

7,011 6,858

b) Group reorganization -

Camposol AS was established on 5 September 2007. On 17 October 2007 Camposol AS acquired 100% of the shares in Siboure Holding Ltd (previously Siboure Holdings Inc. which held 100% of Camposol S.A.) through a loan obtained from the Credit Suisse amounting to USD65 million in November 2007.

On 3 March 2008, the Company made a voluntary offer for the acquisition of all the outstanding shares of Camposol AS in exchange of its own shares. The shareholders of Camposol AS became shareholders of the Company, holding the same number of shares and warrants as the number held in Camposol AS. As a result of this exchange, Camposol AS became a wholly-owned subsidiary of the Company. This transaction does not represent a business combination and is outside the scope of IFRS 3 (2007). There was no economic substance in terms of any real alteration of the composition or ownership of the Group. Accordingly the consolidated financial statements are presented as a continuation of the Camposol AS group using a method similar to the pooling of interests. The application of this method implied that, the items of the financial statement of the combining enterprises for the period in which the combination occurred and for any comparative periods disclosed were presented as if they had been combined from the beginning of the earliest period presented.

Camposol AS was liquidated on 22 December 2008 with no impact on the Group’s financial statements as all its rights and obligations were transferred to Camposol Holding PLC.

c) Approval of the financial statements -

The 2011 consolidated financial statements of the Group were approved by the Board of Directors Meeting held in the offices of the Company in Cyprus on 23 April 2012.

2 Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation -

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), IFRIC Interpretations and the requirements of the Cyprus Companies Law, Cap. 113.

The financial statements have been prepared under the historical cost convention, as modified by biological assetsrecognizedatfairvalue. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.

2.2 Going concern -

As a result of the issue of the senior unsecured notes for USD125 million maturing in 2017, which will finance capital expenses and general corporate uses; the Group has started a sustained growth process of its operations to ensure a growth in EBITDA in the coming years. EBITDA for the year ended December 31, 2011 amounts to USD 30,794,000 (USD 20,440,000 at December 31, 2010).

The Directors have the reasonable expectation that the Group has adequate resources to continue operational existence in the foreseeable future. Therefore the Group continues to adopt the going concern basis in preparing its consolidated financial statements.

2.3 Adoption of new and revised IFRSs -

During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS)thatarerelevanttoitsoperationsandareeffectiveforaccountingperiodsbeginningon1January2011.This adoption did not have a material effect on the accounting policies of the Company.

At the date of approval of these financial statements the following financial reporting standards were issued by the International Accounting Standards Board but were not yet effective:

i) Adopted by the European Union

Amendments

• Amendments to IFRS 7 “Financial Instruments:Disclosures” onderecognition of financial instruments(effectiveforannualperiodsbeginningonorafter1July2011).


ii) Not yet adopted by the European Union

New standards

• IFRS9“FinancialInstruments”(andsubsequentamendmentstoIFRS9andIFRS7)(effectiveforannualperiodsbeginningonorafter1January2015).

• IFRS10“ConsolidatedFinancialStatements”(effectiveforannualperiodsbeginningonorafter1January2013).

• IFRS11,“JointArrangements”(effectiveforannualperiodsbeginningonorafter1January2013).• IFRS12,“Disclosureof Interests inOtherentities” (effective forannualperiodsbeginningonorafter1

January2013).• IFRS13,“FairValueMeasurement”(effectiveforannualperiodsbeginningonorafter1January2013).• IAS27,“ConsolidatedandSeparateFinancialStatements”(effectiveforannualperiodsbeginningonor

after1January2013).• IAS28,“InvestmentsinAssociatesandJointVentures”(effectiveforannualperiodsbeginningonorafter

1January2013).

Amendments

• AmendmenttoIAS12“IncomeTaxes”ondeferredtaxrelatingtorecoveryofunderlyingassets(effectiveforannualperiodsbeginningonorafter1January2012).

• Amendment to IFRS 1 “First time adoption of International Financial Reporting Standards” on severehyperinflation and removal of fixed dates for First Time Adopters (effective for annual periods beginning on orafter1July2011).

• AmendmenttoIAS1“FinancialStatementsPresentation”onPresentationofItemsofOtherComprehensiveIncome”(effectiveforannualperiodsbeginningonorafter1July2012).

• AmendmentstoIAS19“EmployeeBenefits”(effectiveforannualperiodsbeginningonorafter1January2013).

• AmendmentstoIFRS7“FinancialInstruments:Disclosures”onOffsettingFinancialAssetsandFinancialLiabilities(effectiveforannualperiodsbeginningonorafter1January2013).

• AmendmentstoIAS32“FinancialInstruments:Presentation”onOffsettingFinancialAssetsandFinancialLiabilities(effectiveforannualperiodsbeginningonorafter1January2014).

New IFRICs

• IFRIC20“StrippingCostsintheProductionPhaseofaSurfaceMine”(effectiveforannualperiodsbeginningonorafter1January2013).

The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a material effect on the financial statements of the Company, with the exception of the following:

(i) IAS 24 (Revised) “Related party disclosures”. The revised standard clarifies and simplifies the definition of a related party and removes the requirement for government related entities to disclose details of all transactions with the government and other government related entities. The Company will apply the standardfrom1January2011.Whentherevisedstandardisapplied,theCompanywillneedtodiscloseany transactions between its subsidiaries and its associates. The Company is currently putting systems in place to capture the necessary information. It is, therefore, not possible at this stage to disclose the impact, if any, of the revised standard on the related party disclosures.

(ii) Amendments to IFRS 7, “Financial Instruments: Disclosures” on derecognition of financial instruments. These amendments will promote transparency in the reporting of transfer transactions and improve users’ understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity’s financial position, particularly those involving securitisation of financial assets. These amendmentsareeffective forannualperiodsbeginningonorafter1July2011andhavenotyetbeenendorsed by the European Union.

2.4 Consolidation -

The consolidated financial statements include the assets, liabilities, results and cash flows of the Company and its subsidiaries detailed in Note 1-a).

a) Subsidiaries -

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’sproportionate share of the acquiree’s net assets.Thefairvalueofservicesreceivedinrelationwithbusinesscombinationsarerecognizedinequitywhentheyaresettled with the Group’s own equity instrument (such as warrants).

The excess of the consideration transferred the amount of any non-controlling interest in the acquire and the fair value at acquisition-date of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill (note 2.8 - a)). If this is less than the fair value of the net assets of the subsidiaryacquiredthedifferenceisrecognizeddirectlyinprofitorloss.

Inter-company transactions, balances and unrealized gains on transactions between group companies areeliminated. Unrealized losses are also eliminated, unless the transaction evidences the impairment of thetransferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

b) Associates -

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and less than 50% of the voting rights. Investments in associates are accounted for usingtheequitymethodofaccountingandareinitiallyrecognizedatcost.TheGroup’sinvestmentinassociatesincludes goodwill identified on acquisition, net of any accumulated impairment loss.


TheGroup’sshareonitsassociates’post-acquisitionprofitsorlossesisrecognizedinprofitorloss,anditsshareofpost-acquisitionothercomprehensive incomemovementsarerecognized inothercomprehensive income.The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecuredreceivables,theGroupdoesnotrecognizefurtherlosses,unlessithasincurredobligationsormadepayments on behalf of the associate.

UnrealizedgainsontransactionsbetweentheGroupanditsassociatesareeliminatedtotheextentoftheGroup’sinterestintheassociates.Unrealizedlossesarealsoeliminatedunlessthetransactionprovidesevidenceofanimpairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Dilutiongainsandlossesarisingininvestmentsinassociatesarerecognizedintheconsolidatedstatementofcomprehensive income.

2.5 Segment information -

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources, assessing performance of the operating segments and making strategic decisions, has been identified as the Board of Directors.

2.6 Foreign currency translation -

a) Functional and presentation currency -

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in USD Dollars, which is the Group’s presentation currency.

b) Transactions and balances -

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets andliabilitiesdenominatedinforeigncurrenciesarerecognizedintheconsolidatedstatementofcomprehensiveincome.

Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents and other accounts are presented in the consolidated statement of comprehensive income within ‘net foreign exchange transactions losses’.

c) Group companies -

The results and financial position of all the Group entities (none of which has the currency of a hyper inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

(b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions);

(c) equity balances, except for retained earnings, are translated at the historical exchange rates; and (d) allresultingexchangedifferencesarerecognizedasprofitorlossandincludedinretainedearnings.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to other comprehensive income. When a foreign operation is partially disposed of or sold, exchange differences that were recordedinothercomprehensiveincomeintheconsolidatedstatementofcomprehensiveincomerecognizedasincome from continuing operations in the consolidated statement of comprehensive income as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

2.7 Property, plant and equipment -

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Historical cost comprises the purchase price and any cost directly attributable to bringing the asset into working conditionforitsintendeduse.Costofreplacingpartoftheplantandequipmentisrecognizedinthecarryingamount of the plant and equipment if the recognition criteria are satisfied. All other repair and maintenance costs arerecognizedinprofitorlossasincurred.Thepresentvalueoftheexpectedcostforthedecommissioningofthe asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying assetarecapitalizedaspartofthecostofthatasset.

Subsequentcostsareincludedintheasset’scarryingamountorrecognizedasaseparateasset,asappropriate,only when it is probable that future economic benefits associated with the item will flow to the Group and the cost oftheitemcanbemeasuredreliably.Thecarryingamountsofreplacedpartsarederecognized.Allotherrepairsand maintenance are charged to profit or loss during the financial period in which they are incurred.

The cost less the residual value of each item of property, plant and equipment is depreciated over its useful life.

Depreciation is calculated on a straight-line basis over the estimated useful life of individual assets, as follows:

Years

Buildings and other constructions 33

Irrigation structure 70

Plant and equipment Between 5 and 10

Furniture and fixtures 10

Other equipment Between 3 and 10

Vehicles 5


Depreciation commences when assets are available for use as intended by management. Land is not depreciated.

The assets residual values and useful lives are reviewed, and adjusted prospectively if appropriate, at each financial year end.

An asset’s carrying amount is written-down immediately to its recoverable amount, if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2.9).

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognizedwithin‘Otherincomeandexpenses–net’intheconsolidatedstatementofcomprehensiveincome.

2.8 Intangible assets -

a) Goodwill -

Goodwill is initially measured at cost which is the excess of the cost of the consideration paid over the fair value of the net acquirer’s identifiable assets, liabilities, contingent liabilities and non-controlling interest at the date of acquisition. When the accounting for a business combination is not completed by the end of the reporting period in which the business combinations took place, the Group reports provisional amounts for the items the valuation process of which is incomplete.

The net identifiable assets acquired and liabilities assumed accounted at provisional fair values at acquisition date may be retroactively adjusted to reflect additional information gathered on facts and circumstances existing atacquisitiondatewhich,ifknown,wouldhaveaffectedthemeasurementoftheamountsoriginallyrecognized.TheperiodallowedbytheIFRS3fortheamendmentofprovisionalamountsrecognizedshouldnotexceedoneyear from the acquisition date.

Goodwill on acquisition of subsidiaries is included in ‘intangible assets’ in the consolidated balance sheet.

Goodwill is tested for impairment annually or more frequently whenever events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is thehigherofvalueinuseandthefairvaluelesscoststosell.Anyimpairmentisrecognizedimmediatelyasanexpense. After initial recognition, goodwill is carried at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquire are allocated to those units. Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generatingunitislessthantheircarryingamountanimpairmentlossisrecognized.

Where goodwill is allocated to a specific cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

When the acquisition is made under favorable conditions (when the fair value of the net assets and liabilities acquired is higher than the purchase consideration), the Group recognizes such amount as income in its

consolidated statement of comprehensive income.

b) Customer relationships -

Customerrelationshipsareinitiallyrecognizedatfairvalueatthedateofacquisitioninabusinesscombinationandsubsequentlyatcostlessamortizationovertheirestimatedusefullivesofbetween2to20years.

The intangible asset is valued using an income approach and the “multi-period excess earnings” method. The excess of earnings is defined as the difference between after-tax operating cash flow generated by the existing customers at the acquisition date; and, the cost contribution required by the remaining assets (tangible and intangible) for maintaining the relationships with the customer. The application of the “multi-period excess earnings” requires the following estimations:

• Futuresalesattributable to theexistingcustomer listat theacquisitiondate,excludinganysales fromother customers without an established and clear relationship. The sales forecast for each customer, or customer category, takes into consideration organic sales growth as well as the deterioration rate for this customer list.

• Calculationofoperatingmargins(EBIT),takingintoaccountonlycostsrelatedtotheexistingcustomerbase at the acquisition date.

c) Computer software -

Acquiredcomputersoftwarelicensesarecapitalizedonthebasisofthecostsincurredtoacquireandbringtousethespecificsoftware.Thesecostsareamortizedovertheirestimatedusefullives(fouryears).

Costsassociatedwithmaintainingcomputersoftwareorprogramsarerecognizedasanexpenseastheyareincurred. Development costs that are directly attributable to the design and testing of identifiable and unique softwareproductscontrolledbythegrouparerecognizedasintangibleassetswhenthefollowingcriteriaaremet:

• Itistechnicallyfeasibletocompletethesoftwareproductsothatitwillbeavailableforuse;• Managementintendstocompletethesoftwareproductanduseorsellit;• Thereisanabilitytouseorsellthesoftwareproduct;• Itcanbedemonstratedhowthesoftwareproductwillgenerateprobablefutureeconomicbenefits;• Adequate technical, financialandother resources tocomplete thedevelopmentand touseorSell the

software product are available; and• Theexpenditureattributabletothesoftwareproductduringitsdevelopmentcanbereliablymeasured.

Directlyattributablecostscapitalizedinclude:softwaredevelopment,employeecostsandanappropriateportionof relevant overheads.

Other development expenditures that do not meet these criteria are expensed as incurred.

Developmentcostspreviouslyrecognizedasanexpensearenotrecognizedasanassetinasubsequentperiod.

2.9 Impairment of non-financial assets -

Thecarryingamountsofassets thataresubject todepreciationoramortizationare reviewed for impairmentwhenever events or changes in circumstances indicate that the carrying amount may not be recoverable. At


each reporting date the Group assesses if there are indicators of impairment and if so, or if an impairment test for an asset is required, an assessment is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such review is undertaken on an asset by asset basis, except where such assets do not generate cash flows independent of other assets, in which case the assessment is undertaken at cash-generating unit level. If the carrying amount of an asset or of a cash-generating unit exceeds its recoverable amount, the asset is considered to be impaired and is written down to its recoverable amount. Impairment losses arerecognizedinconsolidatedstatementofcomprehensiveincome.

The recoverable amount of assets is the greater of their value in use or their fair value less costs to sell. Fair value is based on an estimate of the amount that the Group may obtain in a sale transaction on an arm’s length transaction. In assessing the value in use of an asset, its estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash -generating unit to which the asset belongs. The Group’s cash-generating units are the smallest identifiable groups of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

For non-financial assets excluding goodwill, an impairment loss is reversed if there has been a change in the estimates used to determine their recoverable amount. An impairment loss is reversed only to the extent that the adjusted asset’s carrying amount does not exceed the carrying amount that would have been determined, net ofdepreciationoramortization,ifnoimpairmentlosshadbeenrecognizedinpriorperiods.Impairmentlossesrelating to goodwill are not reversed in future periods.

2.10 Financial assets -

Classification -

The Group classifies its financial assets in the following categories: at fair value through profit and loss, loans and receivables, held-to-maturity and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. As of December 31, 2011 and 2010 the Group only holds financial assets in the category of loans and receivables.Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and receivables comprise ‘trade and other accounts receivable’ and ‘cash and cash equivalents’ in the consolidated balance sheet (Notes 14, 13 and 15, respectively).

Recognition and measurement -

Loansand receivables are initially recognizedat fair valueplus transaction costs .Loansand receivable arederecognizedwhentherightstoreceivecashflowsfromtheassetshaveexpiredorhavebeentransferredandthegroup has transferred substantially all risks and rewards of ownership. Loans and receivables are subsequently carriedatamortizedcostusingtheeffectiveinterestmethod.

Offsetting financial instruments -

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when thereisalegallyenforceablerighttooffsettherecognizedamountsandthereisanintentiontosettleonanetbasis,orrealizetheassetandsettletheliabilitysimultaneously.

2.11 Impairment of financial assets -

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

- Significant financial difficulty of the issuer or obligor;- A breach of contract, such as a default or delinquency in interest or principal payments;- The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the

borrower a concession that the lender would not otherwise consider;- Itbecomesprobablethattheborrowerwillenterbankruptcyorotherfinancialreorganization;- The disappearance of an active market for that financial asset because of financial difficulties; or- Observable data indicating that there is a measurable decrease in the estimated future cash flows from

a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including: i) adverse changes in the payment status of borrowers in the portfolio; and ii) national or local economic conditions that correlate with defaults on the assets in the portfolio.

The Group first assesses whether objective evidence of impairment exists.

The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced and the amount of thelossisrecognizedintheconsolidatedstatementofcomprehensiveincome.Ifaloanhasavariableinterestrate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group measures impairment on the basis of the instrument’s fair value using an observable market price.

A provision for impairment of trade accounts receivable is estimated when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the invoice. The amount of the provision is determined as explained in the paragraph above. Bad debts are written-off when they are assessed as uncollectible.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectivelytoaneventoccurringaftertheimpairmentwasrecognized(suchasanimprovementinthedebtor’screditrating),thereversalofthepreviouslyrecognizedimpairmentlossisrecognizedinprofitorloss.

2.12 Biological assets -

Biological assets are living animals or plants managed by the Group for sale. These are asparagus, avocados, mangoes, artichokes, pepper, grapes and shrimp which are to be harvested as agricultural produce.

Biological assets are those assets capable of producing more than one harvest or are able to sustain regular harvests (as for example: asparagus, mangoes, avocados and grapes). Costs of producing and harvesting biological assets are expensed as incurred. Costs that increase the number of units produced of the biological


asset owned or controlled by the Group are added to the carrying amount of the relevant assets. Biological assets are classified as current and non-current depending on their maturity period.

Expenses that relate to the agricultural activity include planting, harvesting, seedlings, irrigation, agrochemicals, fertilizersandothers.Costsofproducingandharvestingbiologicalassetsarechargedtoexpensewhenincurredand the costs that increased the number of units of the biological assets owned or controlled by the Group are added to the carrying amount of the assets. The line item “cost of agricultural produce and biological assets sold and services rendered” includes: i) the cost of agricultural produce held in inventory, ii) biological assets valued at fair value less costs to sell, and iii) the costs of providing agricultural services. Therefore, “cost of production” accumulates the costs incurred during the growth of the biological assets and the line item “cost of agricultural produce and biological assets sold and services rendered” accumulates the costs of items from inventory and/ or biological assets expensed when sold.

Biological assets are measured at fair value less costs to sell on initial recognition and at each statement of financial position date, except where fair value cannot be reliably measured. Cost approximates fair value when little or no biological transformation has taken place since the costs were originally incurred or the impact of biological transformation on price is not expected to be material.

Costs to sell include all incremental costs directly attributable to the sale of the biological assets, excluding finance costs and income taxes. The fair value of a biological asset in its present location and condition is determined based on the present value of expected net cash flows from the biological asset discounted at a current market-determined pre-tax rate.

In determining the fair value of a biological asset based on the expected net discounted cash flows, the following factors have been taken into account:

i) the productive life of the asset;ii) the period over which the asset will mature;iii) the expected future sales price;iv) the cost expected to arise through the life of the asset; andv) a pre-tax nominal discount rate.

Expected future sale prices for all biological assets are determined by reference to observable data in the relevant market. Costs expected to arise through the life of the biological assets are estimated based on historical and statistical data.

The gain or loss arising from initial recognition of a biological asset at fair value less costs to sell and from a change infairvaluelesscoststosellofabiologicalassetisrecognizedintheconsolidatedstatementofcomprehensiveincome in the period in which they arise. Agricultural produce harvested from the Group’s biological assets is initially measured at its fair value less costs to sell at the point of harvest. The fair value of agricultural produce is determined based on market prices. The gain or loss arising from initial recognition of agricultural produce as a resultofharvestingisrecognizedintheconsolidatedstatementofcomprehensiveincomefortheperiodinwhichit arises. The cost of the agricultural produce included in inventories for subsequent sale is deemed to be the fair value of the produce less costs to sell at the point of harvest in the local market.

2.13 Inventories -

Inventoriesarevaluedatthelowerofaveragecostandnetrealizablevalue.

The cost of biological products is determined as the fair value less estimated point of sale costs at the time of harvest (Note 2.12).

Thenetrealizablevalueistheestimatedsalepriceintheordinarycourseofbusiness,lessestimatedcoststoplaceinventoriesinsellingconditionandcommercializationanddistributionexpenses.

The cost of inventories may not be recovered if: i) the inventories are damaged or become wholly or partially obsolete; and ii) their selling prices decline or the estimated necessary costs to be incurred to produce their sale increase.Insuchcircumstances,inventoriesarewritten-offtotheirnetrealizablevalue.TheGroupdeterminesthe provision for obsolescence as follows:

Freshandfrozenproducts 100%ofcostatexpirationPreserved products 50% of cost after 2 years 100% of cost at expiration

The provision for obsolescence is estimated on an item by item basis or for groups of items with similar characteristics (with same crop, market and similar other characteristics).

2.14Tradereceivables-

Currenttradereceivablesarerecognizedinitiallyatfairvalueandsubsequentlyre-measuredatamortizedcostusing the effective interest method, less any provision for impairment.

A provision for impairment of trade receivables is estimated when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the invoice. The amount of the provision is the difference between the carrying amount and the present value of the recoverable amounts and thisdifferenceisrecognizedintheconsolidatedstatementofcomprehensiveincome.Baddebtsarewrittenoffwhen they are assessed as uncollectible.

2.15 Cash and cash equivalents -

For the purposes of the consolidated statement of cash flow, cash and cash equivalents comprise cash in hand, short-term deposits held with banks with an original maturity of three months.

2.16 Share capital -

Ordinary shares are classified as equity. Any excess over the par value of issued shares is classified as share premium.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.17 Share warrants -

Share warrants are measured at fair value at the acquisition date and are part of the acquisition cost. At the date in which the warrants expire, fair value is transferred to retained earnings.

2.18Tradeaccountspayable-

Trade accounts payable are obligations to pay for goods or services that have been acquired in the ordinary


course of business from suppliers. Trade accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade accounts payable are recognized initially at fair value and subsequentlymeasured at amortized costusing the effective interest method when the effect of cost of money is important; otherwise these accounts are subsequently measured at their face value.

2.19 Borrowings -

Borrowingsarerecognizedinitiallyatfairvalue,netoftransactioncostsincurred.Borrowingsaresubsequentlystatedatamortizedcost.Anydifferencebetweentheproceeds(netoftransactioncosts)andtheredemptionvalueisrecognizedintheconsolidatedstatementofcomprehensiveincomeovertheperiodoftheborrowingusing the effective interest method.

Feespaidontheestablishmentofloanfacilitiesarerecognizedastransactioncostsoftheloantotheextentthatit is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee iscapitalizedasapre-paymentforliquidityservicesandamortizedovertheperiodofthefacilitytowhichitrelates.

Theamortizedcostsoftheloansthataresettledinadvanceareimmediatelyaffectedtoconsolidatedstatementofcomprehensive income. For those loans that replace existing loans, they can be regarded as an extinguishment ofdebttotheextentthatthepresentvalueofnewloansrecognizedatamortizedcostisdifferentfrompreviousfunding by more than 10 percent of its value.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the consolidated balance sheet date.

2.20 Leases -

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date: whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.

Leases that transfer to the Group substantially all risks and benefits incidental to ownership of the leased items arecapitalizedasfinanceleasesattheinceptionoftheleaseatthefairvalueoftheleasedproperty,oriflower,at the present value of the minimum lease payments. Finance lease payments are apportioned between finance charges and reduction in the lease liability so as to achieve a constant rate of interest on the remaining balance oftheliability.Financecostsarerecognizedintheconsolidatedstatementofcomprehensiveincome.Capitalizedleased assets are depreciated over the shorter of their estimated useful life and the lease term, if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term.

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the statement of comprehensive income on a straight line basis over the period of the lease.

2.21Currentanddeferredincometax-

Incometaxexpensefortheperiodcomprisescurrentanddeferredincometax.Incometaxisrecognizedinthe

consolidatedstatementofcomprehensiveincome,excepttotheextentthatitrelatestoitemsrecognizedinprofitorlossordirectlyinequity.Inthiscasetheincometaxisalsorecognizedinprofitorlossordirectlyinequity,respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the consolidated balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferredincometaxisrecognized,usingtheliabilitymethod,ontemporarydifferencesarisingbetweenthetaxbases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for when it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects accounting for either the taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the consolidated balance sheet date and are expected to apply when the related deferredincometaxassetisrealizedorthedeferredincometaxliabilityissettled.

Deferredincometaxassetsarerecognizedonlytotheextentthatitisprobablethatfuturetaxableprofitwillbeavailableagainstwhichthetemporarydifferencescanbeutilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. 2.22 Share-based payments -

The Group operates a number of equity-settled share-based compensation plans. The cost of equity settled transactions is measured by reference to the fair value of the equity instruments at the date on which they are granted using the Black-Scholes-Merton model. The cost, together with the corresponding increase in equity, is recognizedonastraight-linebasisoverthevestingperiodinwhichtheperformanceand/orserviceconditionsare fulfilled. At each consolidated balance sheet date, the Group revises its estimates of the number of options that areexpectedtovestandrecognizesthechangeincostifany,intheconsolidatedstatementofcomprehensiveincome, with a corresponding adjustment to equity.

2.23 Provisions -

ProvisionsarerecognizedwhentheGrouphasapresentobligation(legalorconstructive)asaresultofapastevent, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, theincreaseintheprovisionduetothepassageoftimeisrecognizedasafinancialexpense.

2.24 Employee benefits -


Workers’ profit sharing and other employee benefits -

In accordance with Peruvian Legislation the Group is required to provide for workers’ profit sharing equivalent to 10% of taxable income in Peru of each year. This amount is charged to the statement of comprehensive income (distributed among cost of sales, administrative expenses and selling expenses, as appropriate). This charge is a deductible expense for income tax purposes.

Statutory bonuses -

TheGrouprecognizestheexpenseinbonusesandtherelatedliabilitiesunderlegaltaxregulations.Statutorybonusesconsistoftwo(02)annualone-monthsalariespaidinJulyandDecembereveryyear.

Employees’ severance indemnities -

Employees’ severance indemnities of the Group personnel comprise indemnities determined under local laws and regulations and which has to be credited to bank accounts selected by employees in May and November every year. The annual employees’ severance indemnities equal one-month salary. The Group does not have obligations of additional payments once these annual deposits, to which each worker is entitled to, are made.

2.25 Revenue recognition -

Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.

RevenueisrecognizedtotheextentthatitisprobablethattheeconomicbenefitswillflowtotheGroupandtherevenue can be reliably measured. The following specific recognition criteria must also be met before revenue isrecognized:

a) Sale of goods -

Salesofgoodsare recognizedwhenall risksand rewardsofownershiphavebeen transferred to thebuyer,usually on delivery of the goods. Sales of goods comprise:

• Exportsoffreshproducts.Thismainlyincludesfreshproductsofasparagus,avocadoandmango.Someof these exports are invoiced at a fixed price while others on a preliminary liquidation basis (provisionally priced), which is determined on current market prices at the date of issuance of the export invoice. In the case of sales on a preliminary liquidation basis, an adjustment to the provisional price is made based on current market prices at the date agreed with the customer, usually within a period ranging from 7 to 30 days after the export delivery. The value of the provisionally priced fresh products is re-measured using the forward selling price for the respective quotational period agreed with the customer until this quotational period ends. The selling price of fresh products can be measured reliably as these products are actively traded on international markets. The change in value of provisionally priced contracts is recorded as an adjustment to revenue and to trade receivables.

• Exportsofpreservedproducts.Revenueisrecognizedwhenexportdeliveryconditionsaremet.• Exportoffrozenproducts.Revenueisrecognizedwhenexportdeliveryconditionsaremet.• Domesticsales.Revenueisrecognizedondelivery.

b) Interest income -

Revenueisrecognizedasinterestaccruesusingtheeffectiveinterestmethod.

2.26Costsandexpenses-

Cost of sales corresponds to the cost of production of goods sold, and is recorded simultaneously with the recognitionof revenue. Othercostsandexpensesare recognizedonanaccrualbasisand recorded in theperiods to which they are related.

2.27 Dividend distribution -

DividenddistributiontotheGroup’sshareholdersisrecognizedasaliabilityintheconsolidatedbalancesheetinthe period in which the dividends are approved by the shareholders.

2.28 Contingent liabilities and assets -

Contingent liabilitiesarenotrecognizedinthefinancialstatementsandaredisclosedinnotestothefinancialstatementsunlesstheiroccurrenceisestimatedasremote.Contingentassetsarenotrecognizedinthefinancialstatementsandaredisclosedonlyiftheirrealizationisassessedasprobable.

2.29 Custom duties refunds

Custom duties refunds (drawback) correspond to a tax benefit granted by the Peruvian Government by means of which the Company is reimbursed for the custom duties paid on the importation of goods that are a component of the FOB value of the exported products. The refund of these custom duties is credited to the cost of sales in the consolidated statement of comprehensive income when the Group has the right to claim the refund (when the exportation is completed).

3 Risk Management

3.1 Financial risk factors

The Group’s activities expose it to a variety of financial risks: operational risk, market risk (including currency risk, fair value interest rate risk, cash flows interest rate risk and price risk), credit risk and liquidity risk.

The Group’s senior management and the Board of Directors oversee the management of these risks and implement a risk management program aiming at reducing at a minimum any potential adverse effect on the Group’s financial performance.

a) Operational risk -

The financial position and future development of the Group will depend significantly on the sales prices of its fruit andvegetablesproduction.TheGroupproduces fresh, frozenandpreservedproducts.Freshproductstendtobemoreprofitable,followedbyfrozenproductsandfinallypreservedgoods.However,thecomplexityofproductionandthedistribution logisticsaregreater in thecaseof freshandfrozenproductscomparedtopreserved goods. In this way there is an inversely proportional relationship between profitability and commercial complexity of the product type.


Fresh products, because of their very nature, have a much quicker rotation and almost no inventory of finished products. Preserved products may be stored for up to 5 years and this means that in the distribution chain there are times of very high or very low inventories that have a significant impact on prices.

Natural phenomena such as the warmer and colder ocean currents called “El Niño” and “La Niña”, respectively present a threat to farming during half of each year.

“La Niña” generally means that the winter is colder than usual and this has a positive or negative repercussion on our activities according to the crop. For example, in the case of avocado, the cold weather reduces the rate at which the fruit grows and it reaches its period for harvesting at a lower weight per fruit than usual. In the case of asparagus; however, although growth is slow during the period of the cold current, the plants that are maturing and will be harvested at the end of the year have volumes well in excess of the average.

“El Niño”, which is usually predictable some months in advance, increases the temperature in both summer and winter. This phenomenon benefits the avocado plant, producing a fruit of higher weight but on the other hand it reduces the harvest levels of asparagus in the months following warmer weather.

b) Market risk -

i) Foreign exchange risk -

The Group buys and sells its products and services and obtains funding for its working capital and investments mainly in its functional currency. A third of the Group’s costs are incurred in Nuevo Sol and therefore its financial results are not significantly affected by exchange rate fluctuations between the US Dollar and the Nuevo Sol. However, upon significant transactions management evaluates and decides the use of economically hedge contracts to hedge any possible risk of adverse changes in the foreign currency rate that will affect the cash outflows.

As of 31 December 2011 and 2010 the Group had the following assets and liabilities in the Nuevo Sol (PEN) and Euros:

2011 Total 2010 Total

PEN000 €000 USD000 PEN000 €000 USD000

Assets -

Cash and cash equivalents 4,961 317 2,247 7,784 204 3,033

Trade and other accounts receivable

17,373 4,739 12,522 18,298 10,533 19,956

22,334 5,056 14,769 26,082 10,737 22,989

The remaining balance of cash nad cash equivalents and trade and other accounts receivable amounting to USD32,816,000 relates to balances denominated in United States Dollar (2010: USD17,341,000).

2011 Total 2010 Total

PEN000 €000 USD000 PEN000 €000 USD000

Liabilities -

Accounts payable 56,658 761 22,048 84,417 1,705 32,334

(Liability) asset position, net (34,324) 4,295 (7,279) (58,335) 9,032 (9,345)

The remaining balance of liabilities, except the deferred income tax, amounting to USD119,744,000 relates to balances denominated in United States Dollar (2010: USD86,932,000).

The following table demonstrates the sensitivity to a reasonably possible change in Nuevo Sol exchange rate and Euro exchange rate for twelve months, with all other variables held constant, on the Group’s pre-tax profit:

Increase/decrease PEN rate

Effect on/in profitbeforetax

Increase/decrease € rate

Effect on/in profitbeforetax

USD000 USD000

2011 +4% 716 +4% 364

-4% (716) -4% (364)

2010 + 4% 548 + 4% 398

- 4% (548) - 4% (398)

ii) Interest rate risk -

Changes in interest rates impact primarily loans and borrowings by changing either their fair value (fixed rate debt) or their future cash flows (variable rate debt).

Since all interest-bearing loans and borrowings have a fixed interest rate, the Group is not exposed to cash flow interest rate risk.

Fixed rate borrowings of the Group are renegotiated at market rates on a timely basis, in order to reduce the Group s exposure to fair value interest rate risk.

iii) Price risk –

Almost all of the Group’s products are sold in the international market. A further economic slowdown in the key markets may cause lower sales volumes and prices, and losses on trade receivables. Produce prices have a material impact on the Group s results of operations. Prices are significantly affected by changes in global economic conditions and related industry cycles. Generally, agricultural producers are unable to influence prices directly; however, the Group profitability is managed through the control of its cost base and the efficiency of its operations.The Group manages its price risk mainly with price sales commitments built into sales contracts. The Group does


not use hedge instruments to manage its price risks.

The following table shows the sensitivity of the outstanding balance of the trade accounts receivable at the date of the financial statements in the profit before income and related tax if the forward price of its produce had weakened/strengthened by 5%:

Increase/decreasein price

Effect in profit beforeincomeandrelatedtaxes

2011 +5% 1,471-5% (1,471)

2010 +5% 936

-5% (936)

c) Credit risk -

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract leading to a financial loss. The Group is exposed to credit risk on trade and other receivables and deposits with banks.

The maximum exposure to credit risk is the carrying amount of accounts receivable as shown on the consolidated balance sheet. Sales transactions are carried out with a number of different counterparties, which mitigates credit risk concentration.

The Group seeks for external assistance to evaluate the rating of the possible new customer. With this information, a credit limit for the customer is set. Management makes efforts in building long-lasting relationships with customers (over 6 months). As of 31 December 2011 and 2010, no credit limits had been breached.

The accounts receivable from a single customer represent 13 per cent of the balance as of 31 December 2011 (8 per cent as of 31 December 2010). All new transactions with this customer are being executed with letters of credit to mitigate credit risk exposure.

In addition, the Group has a multimarket credit insurance coverage over the exports of fresh and preserved products in an aggregate amount up to USD40 million at 31 December 2011 and 2010.

d) Liquidity risk -

The Group has sufficient credit capacity to have access to credit lines with top-ranked financial institutions (institutions with no history of default and prestigious locally) under market terms. In addition, the Group develops new bank relationships in order to have adequate funding available all the time. However, with the current world financial crisis there is risk that banks may revise the terms of the lines of credit.

The table below analyses the Group’s non-derivative financial liabilities and allocates them into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:

Within 1 yearBetween 1and 2 years

Between 2and 6 years Total

USD000 USD000 USD000 USD000

2011 -

Long - term debt 15,042 13,093 51,815 79,950

Trade accounts payable 40,074 - - 40,074

Other accounts payable 7,395 - - 7,395

Bank loans 26,089 - - 26,089

88,600 13,093 51,815 153,508

2010 -

Long - term debt 9,907 14,116 61,624 85,647

Trade accounts payable 27,294 - - 27,294

Other accounts payable 4,937 - - 4,937

Bank loans 16,815 - - 16,815

58,953 14,116 61,624 134,693

3.2Capitalriskmanagement

The Group objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital plus net debt. Net debt is calculated as total borrowings, less cash and cash equivalents. Total capital is calculatedasequityasshownintheconsolidatedbalancesheet,lessunrealizedgainsreserve.

As of 31 December 2011 and 2010, the Group’s strategy was to maintain the gearing ratio in no more than 1.

The gearing ratios at 31 December 2011 and 2010 were as follows:

2011 2010

USD000 USD000

Bank loans 25,797 16,700

Long - term debt 64,743 65,615

Less available funds (6,604) (9,915)

Net debt (a) 83,936) 72,400)

Total capital as per balance sheet (b) 279,112 243,160

Total capital and net debt (a) + (b) 363,048 315,560

Gearing ratio (a) / (a) + (b) 0.23 0.233.3 Fair value estimation -


The carrying value less impairment provision of trade accounts receivable and accounts payable are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments.

The different levels have been defined as follows:

- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)

(Level 3).

Asof31December2011and2010,thefinancialassetsandliabilitiesaremeasuredattheamortizedcost.

4CriticalAccountingEstimatesandJudgments

4.1 Critical accounting estimates and assumptions -

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Critical accounting estimates made by management are continually evaluated and are based on historical experience and other factors, including expectation of future foreseeable events that are believed to be reasonable under the circumstances. Management performs sensitivity analyses of the estimates made as a way of determining the related error margins.

The most significant use of judgment is the estimation of the fair value of biological assets, including asparagus, avocados, mangoes, artichokes, grapes, pepper and shrimp. The inputs to the valuation models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. The judgments include considerations of plantation volumes, cost per ton, depletion and the discount rate used to estimate the present values. The valuation of biological assets is described in more detail in Note 9. Management performs sensitivity analyses of the cash flow performed as a way of determining the related error margins.The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

- Recognition and determination of useful lives of customer relationships - Notes 2.8.b and 8

At the date of acquisition, the Group valued the customer relationships (trained and assembled workforce, customer and distribution relationships) using an income approach and the “multi-period excess earnings”, to estimatetheaccountingvaluethatshouldberecognizedasintangibleassets.Theusefullifeofthisintangibleasset was determined to be between 2 to 20 years and based on the estimated cash flows to be generated in the future.

Customerrelationshipsareamortizedonastraight-linebasisovertheirestimatedusefullives.

Revenue forecasts for intangible assets represent management’s best estimates and are based on actual revenues earned for similar assets and such forecasts are reviewed by management at last annually. Ultimate responsibilities for revenue forecasts rest with the Group’s Management. The main factors which could influence theGroup’s revenue forecasts and ultimately the amortization of intangibles are: growth expectation, futurefinancial crisis and political risk. If any one of the factors or assumptions, on which the revenue forecasts above are based, were to decrease by more than 10%, then the carrying amount of the customer relationships would decrease by more than USD750,000.

- Estimation of income tax - Notes 2.21, 17 and 32

Determination of the tax obligations and expenses requires interpretations of the applicable tax laws and regulations. The Group receives advice from its professional legal tax counsel before making any decision on tax matters. Even though Management considers its estimates are prudent and appropriate, differences ofinterpretationmayarisewithTaxAuthoritiesthatmayrequirefuturetaxadjustments.TheGrouprecognizesliabilities for situations observed in preliminary tax audits based on estimates as to whether the payment of additional taxes is required. When the final tax result of these situations is different from the amounts that were initially recorded, the differences are charged to the current and deferred income tax assets and liabilities in the period in which this fact is determined. The Group performed sensitivity analysis on the possibility of inappropriate interpretations of tax law. In this it has assessed the probability of error to quantify its impact on the financial statements. Where the actual final outcomes (on the judgment areas) differ by 10% from management’s estimates, the group would need to:

Effectonincometax

2011 2010

USD000 USD000

Decrease the income tax liability (555) 138

Increase the income tax liability 555 (138)

- Estimation of fair value of biological assets - Note 2.12 and 9

To assess the fair value of biological assets the Company takes into account the criteria set out in IAS 41, which requires that a biological asset should be measured at its fair value less the estimated point-of-sale costs. The fair value indicated is determined by using the present value of net cash flows expected to be obtained from the assets. Determining the fair value of an asset requires the application of judgment to decide on the way in which biological asset will be recovered and assumptions to be used in its determination.


In this regard, to determine the fair value, the Management uses estimates for plantation volumes, cost per ton and exhaustion to the point of harvest. The changes in assumptions or estimates used in the calculations could influence the outcome thereof. The growth model inputs involve estimates that are updated regularly. The fair value has been determined in US dollars and the discounted net cash flows included in estimates of management consider a discount rate determined in relation to the cost of financing of the Company (Weighted Average Cost of Capital). The Company carries out a sensitivity analysis of the biological assets taking into consideration the WACC discount, and taking into account the discount rate that the most representative companies used in the market and determines the interest rate to use as a middle point of the market rates.

Management considers that volatility levels of higher/lower than 5% would give rise to a material effect in its profits for the year. These sensitivity percentages have been determined based on the effect on profits for the year resulting of the application of the fair value of biological assets under IAS 41. The variables used in the determination of the fair values of the biological assets that may be subject to variance are: i) the forecast of revenue and costs, and ii) determination of the discount rate under WACC. With respect to the revenue and costs forecasts, it should be noted that it has been determined based on the harvest and investment forecast for the coming years, which Management considers their error margins depend on quality factors of the produce. These quality factors are monitored by Production Management through a detailed ongoing follow-up. With respect to the discount rate under WACC, its determination has been subject to sensitivity analysis in relation with comparable companies having a similar financial structure.

Increase/ decrease rate

Effect on in profitbeforetax

USD000

2011 + 5% 1,706

- 5% (1,706)

2010 + 5% 874

- 5% (874)

- Review of long lived assets carrying amounts and impairment charges - Notes 6 and 8

The Group estimates that the value of its non-financial assets will be recovered in the normal course of its operations. Its estimates are supported by assumptions regarding the international price of its products, world production levels and the estimates of future production of the Group. At the date of the consolidated financial statements the available projections of these variables show trends favorable to the interests of the Group which supports the recovery of its non-financial assets. Management performs sensitivity analyses of the impairment tests performed on its assets as a way of determining the related error margins.

4.2CriticaljudgmentsinapplyingtheGroup saccountingpolicies

- Determination of functional currency - Note 2.6

Management has determined the functional currency of the Group’s principal operating entities to be the US Dollar. These entities sell their products in international markets to customers in a number of countries and sales are influenced by a number of currencies. Most operating costs are incurred in Peru but many are invoiced in US Dollars and the price of some raw materials and supplies are influenced by the US Dollar. The borrowings and cash balances of these entities are held in US Dollars. Management has used its judgment to determine the functional currency, taking into account the secondary factors and concluded that the currency that most faithfully represents the economic environment and conditions of these entities is the United States Dollar.

5 Segment Information

The Group’s Chief Operating Decision Maker uses product information to manage resources and to identify those production lines which may eventually cease to generate value for the Group, and based on that information, decisions are made to develop other production lines. The Group has five operating segments which are also cash-generating units, namely asparagus, avocado, pepper, mango and shrimp. Goodwill arising from the acquisition of Camposol S.A. was allocated to the cash generating units of asparagus and avocado.

Thefiveoperatingsegmentsareengagedinproducing,processingandcommercializinganumberofagriculturalproducts,asfresh,preservedandfrozen,whicharemainlyexportedtoEuropeanmarketsandtheUnitedStatesof America.

Disclosure of segment profit measure is made using the gross profit, which is critical in assessing the performance of each segment.

The products include asparagus, avocado, pepper, mangoes, artichoke and shrimp. These are further distinguishedinfresh,cannedandfrozenproducts.In2008,theGroupdecidedtodiscontinuetheproductionofartichoke and to plant grapes and tangerines which need at least 3 years to start production.

All production and related assets are in Peru.

The analysis of sales below is based on the country/area in which the customer is located.

2011 2010

USD000 USD000

Europe 107,483 91,985

USA 35,987 21,801

Canada 6,046 2,334

Asia 11,012 1,652

Other 7,282 1,534

167,810 119,306


The following table shows revenues and gross profit by product:

Asparagus Avocado Artichoke Pepper Mango Shrimp Grapes Other Total

USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000

2011 -

Revenues 57,870 39,873 1,973 20,420 16,021 13,300 14,755 3,598 167,810

Cost of sales 44,521 13,324 1,333 15,227 11,830 10,579 7,948 4,781 109,543

Gross profit 13,349 26,549 640 5,193 4,191 2,721 6,807 (1,183) 58,267

Gain arising from changes in fair value of biological assets

(638) 37,046 - (608) (674) (510) (245) (259) 34,112

Current portion of biological assets 4,683 2,707 - 79 1,212 3,099 4,365 - 16,145

Non-current portion of biological assets 28,765 132,629 - - 9,805 - 20,290 1,526 193,015

Goodwill 3,778 9,219 - - - - - - 12,997

2010 -

Revenues 54,774 20,649 62 17,497 13,414 6,654 3,227 3,029 119,306

Cost of sales 44,136 7,989 138 11,741 7,406 5,682 1,990 3,704 82,786

Gross profit 10,638 12,660 (76) 5,756 6,008 972 1,237 (675) 36,520

Gain arising from changes in fair value of biological assets

(1,671) 12,819 - 600 2,860 (251) 3,141 (20) 17,478

Current portion of biological assets 9,483 2,730 - 1,462 1,474 2,279 422 1,128 18,978

Non-current portion of biological assets 28,449 90,373 - - 9,868 - 20,671 - 149,361

Goodwill 3,778 9,219 - - - - - - 12,997

The following table shows revenues and gross profit by customer:

Major10customers

Major11to20customers

Major21to28customers Other Total

USD000 USD000 USD000 USD000 USD000

Year 2011

Revenues 63,365 25,726 13,901 64,818 167,810

Gross profit 23,838 9,483 4,684 20,262 58,267

Year 2010

Revenues 44,364 15,410 10,342 49,190 119,306

Gross profit 11,926 5,461 5,618 13,515 36,520


Gross profit by type of produce for the year ended 31 December is as follows:

2011 2010

RevenueCost ofsales

Grossprofit Revenue

Cost ofsales

Grossprofit

USD000 USD000 USD000 USD000 USD000 USD000

Fresh 78,994 (38,205) 40,789 48,601 (26,503) 22,098

Preserved 56,687 (45,508) 11,179 51,559 (40,891) 10,668

Frozen 28,998 (21,217) 7,781 16,120 (11,687) 4,433

Others 3,131 (4,613) (1,482) 3,026 (3,705) (679)

167,810 (109,543) 58,267 119,306 (82,786) 36,520

6 Property, Plant and Equipment

Openingbalance Additions Disposals

Adjustments(*) Transfers

Closingbalance

Netbookvalue


2011

CostLand 40,945 42 - 878 206 42,071

Buildings and other - - - - - -

constructions 25,047 - - - 3,961 29,008

Plant and equipment 44,390 34 (733) 1,539 2,254 47,484

Furniture, fixtures and - - - - - --

other equipment 5,092 18 (3) 64 800 5,971

Vehicles 5,264 - (99) - 142 5,307

Construction in progress 11,590 10,517 - 629 (7,363) 15,373

132,328 10,611 (835) 3,110 - 145,214

Accumulateddepreciation

Land - - - - - - 42,071

Buildings and other - - - - - - -

constructions (4,477) (795) - - - (5,272) 23,736

Plant and equipment (10,807) (4,620) - (757) - (16,184) 31,300

Furniture, fixtures and - - - - - - -

other equipment (2,270) (644) 3 (33) - (2,944) 3,027

Vehicles (2,889) (627) 56 - - (3,460) 1,847

Construction in progress - - - - - - 15,373

Total (20,443) (6,686) 59 (790) - (27,860) 117,354

(*) The transactions shown in this column mainly refer to assets acquired in the business combination described in Note 23; the remaining adjustments by USD 0.6 million correspond to the variation of permanent investments of the year.


Adjust-ments (**) Transfers

Closingbalance

Netbookvalue

USD000 USD000 USD000 USD000 USD000 USD000 USD000

2010

CostLand 38,687 1,060 (1,696) 2,868 26 40,945

Buildings and other - - - - - -

constructions 23,519 - (945) 2,133 340 25,047

Plant and equipment 46,133 - (1,520) (1,338) 1,115 44,390

Furniture, fixtures and - - - - - -

other equipment 4,976 21 (9) 162 (58) 5,092

Vehicles 3,239 - (29) 2,076 (22) 5,264

Units in transit -- 783 - - 39 822

Construction in progress 6,439 4,262 - 1,507 (1,440) 10,768

Carried forward: 122,993 6,126 (4,199) 7,408 - 132.328


Adjust-ments (**) Transfers

Closingbalance

Netbookvalue

USD000 USD000 USD000 USD000 USD000 USD000 USD000

Brought forward: 122,993 6,126 (4,199) 7,408 - 132.328

Accumulated depreciation

Land - - - - - 40,945 -

Buildings and other - - - - - - -

constructions (1,426) (659) 72 (2,447) (17) (4,477) 20,570

Plant and equipment (7,388) (4,356) 1,245 (201) (107) (10,807) 33,583

Furniture, fixtures and - - - - - - -

other equipment (1,376) (751) 5 (163) 15 (2,270) 2,822

Vehicles (877) (561) 20 (1,580) 109) (2,889) 2,375

Units in transit - - - - - - 822

Construction in progress -- - - - - - 10,768

Total (11,067) (6,327) 1,342 (4,391) - (20.443) 111,885

(**) The transactions shown in this column mainly refer to assets acquired in the business combination described in Note 23; the remaining adjustments by USD2.6 million correspond to the variation of permanent investments of the year and other minor adjustments amounting to USD647,000.


a) As of 31 December 2011 the Group made acquisitions of assets amounting to USD1,500,000 related to the purchase of machinery and plant equipment, packing machines and facilities; USD2,800,000 related to the construction of field infrastructures in Frusol and Arbus, the construction of reservoirs and wells in Piura and equipment for planting mango and pomegranate; USD2,200,000 related to the implementation and restructuring of Noragro plant as well as the installation of systems and others; USD4,100,000 related to the construction of shrimp ponds, earthworks, bridges and the implementation of offices in Tumbes, Mar Norte, Campana and Paracas. As of 31 December 2010 the Group made acquisitions amounting to USD1,600,000 related to the purchase of machinery and plant process improvements of asparagus, pepper and maintenance shop; USD2,300,000 field infrastructure, irrigation equipment, scales and others; USD1,400,000 related to the installation of systems; USD80,000 related to the construction of shrimp ponds and USD1,000,000 related to the acquisition of land in Mar Norte.

b) As of 31 December 2011 the loss on disposal of property, plant and equipment amounts to USD404,000 (gain of USD800,000 as of 31 December 2010).The net book value of assets disposed of during 2011 amounts to USD776,000 (USD2,857,000 as of 31 December 2010).

c) As of 31 December 2011, property, plant and equipment include fixed assets acquired under finance leases which book value amounts to USD2,327,000 (USD4,806,000 as of 31 December 2010) net of their corresponding accumulated depreciation. The payment of these obligations are secured with the assets acquired under the lease contracts.

d) As of 31 December 2011 and 2010, property, plant and equipment is insured up to a value of USD40 million. Management believes that this policy is consistent with international practices in the industry and takes into account the risk of eventual losses due to the nature of the assets.

e) The total depreciation for the years 2011 and 2010 includes USD 1,569,000 and USD1,624,000 that corresponds to the depreciation of the fair value of acquired assets in business combinations (see Note 8).

f) The allocation of the depreciation charge is as follows:

2011 2010

USD000 USD000

Cost of sales (Note 25) 5,856 5,669

Selling expenses (Note 26) 6 16

Administrative expenses (Note 27) 824 642

6,686 6,327

g) Bank borrowings are secured by fixed assets the value of which amounts to USD60 million in 2011 and 2010 (Note 19).

7 Investment in Associate

% share in the capitalstock 2011 2010

USD000 USD000

Empacadora de Frutos Tropicales S.A.C. 40.00 493 382

On 30 September 2006 Camposol S.A. participated in the incorporation of Empacadora de Frutos Tropicales S.A.C(Empafrut),aPeruviancompanyengagedintheprocessingandcommercializationoffreshfruitsproducts,mainly mangoes. The cost of the investment amounted to USD600,000.

The Group’s share in the 2011 income of this company amounted to USD111,000 which are shown separately in the consolidated statement of comprehensive income (loss of USD40,000 in 2010).

Thesummarizedfinancialinformationat100%forthisassociatedcompanyfortheyearended31Decemberisasfollows:

2011 2010

USD000 USD000

Total assets 2,491 2,629

Total liabilities 1,185 1,676

Total revenue 4,267 3,578

(Loss) / gain for the year 278 (100)

Total equity 1,306 953


In2011theGrouprecordedanadjustmentofUSD2,408,000tothedeferredtaxliability,whichhasbeenrecognizedin goodwill instead of the result for the year, since it related to Peruvian tax laws which existed at the date of Group reorganizationandaffectedfixedassetsacquiredaspartofthattransaction(seeNote1(b).

TheamortizationofcostumerrelationshipofUSD447,000(USD465,000for2010)waschargedtosellingexpenses(Note26)andtheamortizationofsoftwarewaschargedtoadministrativeexpenses(Note27)byUSD397,000(USD278,000 for 2010) and to cost of sales (Note 25) by USD12,000 (USD32,000 for 2010) in the consolidated statement of comprehensive income.

Goodwill -

On 17 October 2007, Camposol AS acquired 100% of the outstanding shares of Siboure Holding Inc, parent of CamposolS.A.;asaresultofthistransactiontheGrouprecognizedagoodwillamountingtoUSD9,542,000.

During2010MarinazulS.A.acquired100%oftheoutstandingsharesofDomingoRodasS.A.foraconsiderationof USD165 thousand. The fair value of the net liabilities acquired amounted to USD883,000 giving rise to a goodwill amounting to USD1,047,000. In addition the Group acquired during 2010 100% of the outstanding shares of Camarones S.A. for a consideration of USD321,000. The fair value of the net assets acquired amounted to USD399,000, giving rise to the recognition of a negative goodwill amounting to USD78,000 which was recognizedasotherincome(Note23)intheconsolidatedstatementofcomprehensiveincome.

Impairment tests on goodwill -

An impairment test on goodwill was performed by comparing the fair value less costs to sell of the cash-generating units and their carrying amount (including goodwill). To estimate the fair value less costs to sell, the Group has used the following assumptions:

• ProjectionsarebasedontheGroup’sforecastsapprovedbymanagement• A5-yeartermofcashflowshasbeenusedinthecalculation,astheforecastedcashflowscanbebased

on reasonable and reliable assumptions. • Projectionsdonotincludecashinflowsoroutflowsfromfinancingactivities.• Futurecashflowsarepost-tax.• Thediscountrateisthe Group’sWACCof8.71%asthisrateisaffectedbythespecificindustryandmarket

risks; therefore it represents the rate that a market participant would use. • Goodwillisallocatedtotwocash-generatingunits(asparagusandavocado).• Cashflowsprojectionscomprise theentirecash flowsexpectedtobegenerated in thenormalcourse

of business, including the cash flows that relate to biological assets. All non-current assets have been allocated to each CGU.

The recoverable amount of a CGU is determined based on fair value less costs to sell calculations. These calculations use post-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates ofzero.Thegrowthratedoesnotexceedthelong-termaveragegrowthrateforasimilarbusinessinwhichtheCGU operates.

8 Intangible Assets

Themovementofthecostandtheaccumulatedamortizationofintangiblesassetsisafollows:

Openingbalance Additions Disposals Adjustments

Closing balance

Netbookvalue


2011

Cost

Goodwill 10,589 - - 2,408 12,997

Customer relationships 9,566 - - - 9,566

Software 3,780 408 (37) - 4,151

Others 162 - - - 162

24,097 408 (37) 2,408 26,876

Accumulated amortization

Goodwill - - - - - 12,997

Customer relationships 2,722 447 - - 3,169 6,397

Software 694 409 (10) - 1,093 3,058

Others 4 - - - 4 158

3,420 856 (10) - 4,266 22,610

2010

Cost

Goodwill 9,542 1,047 - - 10,589

Customer relationships 9,566 - - - 9,566

Software 3,041 739 - - 3,780

Others 341 28 (207) - 162

22,490 1,814 (207) - 24,097

Accumulated amortization

Goodwill - - - - - 10,589

Customer relationships 2,257 465 - - 2,722 6,844

Software 384 310 - - 694 3,086

Others - 4 - - 4 158

2,641 779 - - 3,420 20,677


The key assumptions used for fair value less costs to sell calculations in 2011 and 2010 are as follows:

2011 2010

Asparagus Avocado Asparagus Avocado

% % % %

Gross margin 22 62 22 62

Growth rate 3 20 6 43

Discount rate 8.71 8.71 8.71 8.71

Management determined budgeted gross margin based on past performance and its expectations of market development. The average growth rates used are consistent with the actual performance in the avocado segment and with the forecasts included in industry reports. The discount rates used are post-tax and reflect specific risks relating to the relevant operating segment.

Management performs a sensitivity analysis to assess the impact of changes in the assumptions used in the valuation model. In this respect, during 2011 the WACC rate used by the Group of 8.71%, if be increased to 9.9%, would lead to impairment of USD700,000 in the carrying amount of the asparagus CGU.

Sensitivity analysis of asparagus and avocado -

The recoverable amounts based on the sensitivity analysis performed are as follows:

2011 2010

USD000 USD000

Asparagus

21% 71,633 84,081

22% 74,521 87,454

23% 77,440 90,851

2011 2010

USD000 USD000

Avocado

61% 258,760 298,332

62% 263,645 303,547

63% 268,526 308,782

Despite the large growth rate in avocado, there is enormous potential for growth based on the opening of new markets for the coming years, improvements in production processes, and improvement in the performance of harvest.

Customer relationships -

The relationships with customers established over time become a valuable intangible for the Group. The loyalty of the customers had positive impacts on sales and profits during the last 10 years of operation of Camposol Group enabling the Group to reach a foreseeable growth.

Predictable commercial relationships generate a set of economic benefits to the Group, including increased salesandminimizationofsharpfluctuationsinsales.Currently,TheGrouphasabaseof194customers,40ofwhich explain 63 per cent of its sales (according to 2011 and 2010 commercial statistics).

At the date of the acquisition of Camposol S.A., the fair value was assigned to customer relationships by using the income approach and the “multi-period excess earnings” method to calculate the excess of earnings attributable to customer relationships during their economic life. The excess of earnings is defined as the difference between:

• After-taxoperatingcashflowsgeneratedbytheexistingcustomersattheacquisitiondate;and,• Costcontributionrequiredbytheremainingassets(tangibleandintangible)formaintainingtherelations-

hips with customer

The application of the “multi-period excess earnings” requires the following estimations:

• Futuresalesattributabletotheexistingcustomerswithanestablishedrelationship.Thesalesforecastforeach customer, or customer category, must take into consideration organic sales growth as well as the deterioration rate for this customer list.

• Calculationofoperatingmargins(EBIT),takingintoaccountonlycostsrelatedtotheexistingcustomerbase at the acquisition date.

Theusefullifeofcustomerrelationshipsisamortizedovertheirestimatedusefulliveswhichrangefrom2to20years.


Asparagus Avocados Mangoes Pepper Shrimp Grapes Tangerine Total

USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000

2011

Change in fair value less cost to sell of biological assets (4,484) 42,233 (325) (1,383) 820 3,562 398 40,821

Net cost of permanent plantations and maintenance 3,846 (5,187) (349) 775 (1,330) (3,807) (657) (6,709)

Gain arising from change in fair value of biological assets (638) 37,046 (674) (608) (510) (245) (259) 34,112

Deferred income tax 96 (7,627) 78 91 76 (341) 39 (7,588)

IAS 41 adjustment, net of deferred taxes (542) 29,419 (596) (517) (434) (586) (220) 26,524

2010

Change in fair value less cost to sell of biological assets (4,454) 17,902 2,904 975 201 9,623 355 27,506

Net cost of permanent plantations and maintenance 2,783 (5,083) (44) (375) (452) (6,482) (375) (10,028)

Gain arising from change in fair value of biological assets (1,671) 12,819 2,860 600 (251) 3,141 (20) 17,478

Deferred income tax 251 (1,923) (429) (90) 48 (471) 3 (2,611)

IAS 41 adjustment, net of deferred taxes (1,420) 10,896 2,431 510 (203) 2,670 (17) 14,867

9 Biological Assets

The Group measures the value of agricultural plants and shrimps using the expected cash flows for the production of each of its biological assets. The cash flows included in the projections are discounted at the rate of 10.7%.

The net effect of the IAS 41 fair value adjustment is USD28,995,000 (USD14,867,000 in 2010), and is determined as follows:

The net cost of permanent plantations and maintenance of farms is as follows:



2011

New plantations 3,526 (4,087) 179 (21) - (3,032) (657) (4,092)

Change products in process 320 (1,100) (528) 796 (1,330) (775) - (2,617)

IAS 41 adjustment 3,846 (5,187) (349) 775 (1,330) (3,807) (657) (6,709)

2010

New plantations 3,587 (5,661) 288 - - (6,274) (375) (8,435)

Change products in process (804) 578 (332) (375) (452) (208) - (1,593)

IAS 41 adjustment 2,783 (5,083) (44) (375) (452) (6,482) (375) (10,028)


The transfer of permanent plantations at cost for the year 2011 is USD4,461 thousand (USD4,227 thousand in 2010) (Note 31).

The following table demonstrates the sensitivity to a reasonably possible change in the discount rate, with all other variables held constant, on the Group’s profit before tax:

Increase/decrease discount rate

Effect onin profitbeforetax

USD000

+1% (9,412)

-1% 10,266)

+0.5% (4,804)

-0.5% 5,022)

The main assumptions used to estimate the fair values of the biological assets were as follows:

Asparagus: - 61lotsinAgromás,PurPur,MarVerde,Gloria,Agricultor,Aeropuerto,Oasis,SanJosé,Sincromax,Terra

and Yakuy Minka.- Lots have a useful life of 10 years. - Each harvest cycle lasts 6 months. - Assumes reduction of production in year 2018 due to the “Fenómeno del Niño”.

Avocados: - 48 lots in Frusol, Agromás and Yakuy Minka. - Lots have a useful life of 20 years. - Every harvest cycle lasts 1 year. - Assumes reduction of production in year 2018 due to the “Fenómeno del Niño” - Lots have their first harvest after 3 years from planting

Mangoes: - 8 lots in Atypsa, Balfass and Dunas. - Parcels have a useful life of 20 years. - Every harvest cycle lasts 1 year.- Assumes reduction of production in year 2018 due to the “Fenómeno del Niño”. - Lots have their first harvest after 3 years from planting

Grapes: - 2 lots in Agroalgre. - The lots have a useful life of 20 years. - Each harvest cycle last 1 year.

Pepper: - 6 lots lands from Terra - The lots have a useful life of 8 months. - Each harvest cycle last 8 months including preparation, maintenance and harvest.

Shrimps: - 48 shrimp farms that cover an area of 252 Area - Each has a useful life of 180 days, approximately 25 weeks. - Each harvest cycle of shrimps lasts approximately 25 weeks, including preparation, maintenance and harvest.

The movement for the period in the fair value of biological assets is as follows:

Opening balanceAdditions anddeductions Closing balance

AreaMarketvalue Area

Marketvalue(Note 31) Area

Finalbalance

Less currentportion

Non currentportion

Has USD000 Has USD000 Has USD000 USD000 USD000

2011

Asparagus 2,633 37,932 - (4,484) 2,633 33,448 (4,683) 28,765

Avocados 2,488 93,103 - 42,233 2,488 135,336 (2,707) 132,629

Mangoes 415 11,342 - (325) 415 11,017 (1,212) 9,805

Pepper 510 1,462 (216) (1,383) 294 79 (79) -

Shrimp 290 2,279 338 820 628 3,099 (3,099) -

Grapes 420 21,093 31 3,562 451 24,655 (4,365) 20,290

Tangerine 102 1,128 - 398 102 1,526 - 1,526

6,858 168,339 153 40,821 7,011 209,160 (16,145) 193,015

2010

Asparagus 2,702 42,386 (69) (4,454) 2,633 37,932 (9,483) 28,449

Avocados 2,278 75,201 210 17,902 2,488 93,103 (2,730) 90,373

Mangoes 415 8,438 - 2,904 415 11,342 (1,474) 9,868

Pepper 216 487 294 975 510 1,462 (1,462) -

Shrimp 371 2,078 (81) 201 290 2,279 (2,279) -

Grapes 100 11,470 320 9,623 420 21,093 (422) 20,671

Tangerine 101 773 1 355 102 1,128 (1,128) -

6,183 140,833 675 27,506 6,858 168,339 (18,978) 149,361


The movement in the fair value of biological assets is as follows:



31 December 2011

Initial balance of fair value 37,932 93,103 11,343 1,461 2,279 21,093 1,128 168,339

Harvest (6,110) (2,697) (1,516) (2,399) (3,513) (819) - (17,054)

Price change 3,079 61,350 478 1,648) 2,761 16,908 398 86,622

Projected change in Kg (1,453) (16,988) 712 - - (14,028) - (31,757)

New plantings - 568 - (631) 1,572 1,501 - 3,010

Final balance of fair value 33,448 135,336 11,017 79 3,099 24,655 1,526 209,160

31 December 2010

Initial balance of fair value 42,386 75,201 8,438 487 2,078 11,470 773 140,833

Harvest (5,963) (1,459) (793) (1,021) (4,051) (428) - (13,715)

Price change 2,359 17,697 2,768 1,347 4,077 (1,755) 355 26,848

Projected change in Kg (695) (199) 930 - - 2,566 - 2,602

New plantings (155) (1,863) - 648 175 9,240 - 11,771

Final balance of fair value 37,932 93,103 11,343 1,461 2,279 21,093 1,128 168,339

10 Financial Instruments by Category Financial liabilities as per the balance sheet as of 31 December 2011 and 2010 are as follow:

Other financialliabilities Total

USD000 USD000

2011

Trade accounts payable (Note 20) 40,074 40,074

Other accounts receivable 7,395 7,395

Bank loans (Note 22) 25,797 25,797

Long-term debt (Note 19) 64,743 64,743

138,009 138,009

2010

Trade accounts payable (Note 20) 27,294 27,294


Bank loans (Note 22) 16,700 16,700

Long-term debt (Note 19) 65,615 65,615

114,546 114,546

Financial assets as per the balance sheet as of 31 December 2011 and 2010 are as follow:

Loans andreceivables Total

2011

Trade accounts receivable (Note 14) 29,429 29,429


Cash and cash equivalents (Note 15) 6,604 6,604

37,450 37,450

2010

Trade accounts receivable (Note 14) 18,727 18,727


Cash and cash equivalents (Note 15) 9,915 9,915

32,645 32,645


11 Credit Quality of Financial Assets

The Group assesses the credit quality of its trade accounts receivable by reference to historical information about the counterparties’ default rates as follows:

2011 2010

USD000 USD000

Trade accounts receivable

Group 1 - new customers (less than 6 months as a customer) - -

Group 2 - existing customers (more than 6 months)

without non-compliance experience in the past 29,296 18,404


with some non-compliance experience in the past 133 323

29,429 18,727

Other accounts receivable


without non-compliance experience in the past 2,183 5,136

See credit quality of deposits in banks in Note 15.

12 Inventories

13 Other Accounts Receivable

2011 2010

USD000 USD000

Finished products:

Artichokes 1,661 210

Asparagus 15,384 12,109

Peppers 9,560 5,602

Shrimp 627 1,635

Avocados 845 367

Mangoes 446 397

Supplies 5,997 3,998

Containers 7,795 8,094

Raw material and others 1,908 1,903

Product in process 410 571

In-transit raw material and supplies 1,025 168

Other 857 199

46,515 35,253

Provision for obsolescence of inventories (2,166) (1,645)

44,349 33,608

As of 31 December 2011 and 2010 the Group has not pledged its inventories as guarantee on liabilities.

2011 2010

USD000 USD000

Movement in the provision for obsolescence of inventories:

Opening balance (1,645) (2,500)

Additions (Notes 29 and 31) (1,237) (854)

Write-off 716 1,709

Balance at the end of the year (2,166) (1,645)

2011 2010

USD000 USD000

Value added tax 3,395 1,979

Drawback import duties 1,218 1,417

Due from employees 350 523

Prepayments to suppliers 429 664

Accounts receivable for sale of fixed assets 118 2,455

Related companies (Note 36) 1 13

Other 1,714 2,145

7,225 9,196

Less:

Provision for impairment of other accounts receivable (766) (1,133)

6,459 8,063

The Movement of the provision for impairment of other accounts receivable is as follows:

Opening balance (1,133) (596)

Additions (Note 29) (1) (45)

Recoveries 13 -

Discontinued operations (included in note 33) - (485)

Write-Off 524 -

Reclassification (169) (7)

Balance at the end of the year (766) (1,133)

Other accounts receivables are current and are not impaired.

The drawback (import duty refund) recovered during the year 2011 amounted to USD6,550,000 (USD6,931,000 in 2010). Receivables from employees are not interest-bearing and are unsecured.


14 Trade Accounts Receivable

2011 2010

USD000 USD000

Third parties 34,175 23,429

Less:

Provision for impairment of trade accounts receivable (4,746) (4,702)

29,429 18,727

Tradeaccountsreceivablemainlycompriseinvoicesforthesaleoffresh,preservedandfrozenproducts.Turnoverranges between 90 and 180 days and are not interest-bearing.

Trade accounts receivable in foreign currency (in thousands) amounts to USD 4,739, USD115 and USD30 (in 2010 USD6,428, USD114 and USD0) in Euros, Pounds and Nuevo Sol, respectively.

The movement of the provision for impairment of trade accounts receivable is as follows:

2011 20010

USD000 USD000

Opening balance (4,702) (4,386)

Additions (Notes 29 and 31) (219) (381)

Recoveries (Note 29) 212 56

Adjustments (37) 9

Balance at the end of the year (4,746) (4,702)

The Group does not ask for collaterals to secure the full collection of its trade accounts receivable.

At 31 December 2011 and 2010, the accounts provided for impairment have more than one year past due.

As of 31 December 2011 and 2010, the ageing analysis of trade accounts receivable is as follows:

Total Current31-90days

91-180days

181-360days

More than361 days


At December 31, 2011 29,429 22,013 7,283 - - 133

At December 31, 2010 18,727 17,666 537 201 195 128

15 Cash And Cash Equivalents

2011 2010

USD000 USD000

Cash 24 18

Bank current accounts 6,580 7,897

Time deposits - 2,000

6,604 9,915

The Group’s bank current accounts (in thousands) amounts to USD4,366, USD1,938 and USD276 (in 2010 USD4,868, USD2,731 and USD298) in U.S. Dollars, Nuevo Sol and Euros, respectively. The 2010 time deposits are denominated in U.S. Dollars.

The time deposits comprise balance in banks with maturities of less than three months. At December 31, 2011 the time deposits have generated interest for USD45,000 (USD15,000 to 31 December 2010) (Note 30).Their credit classification is as follows:

2011 2010

USD000 USD000

Bank deposits

Classification A + 2,524 3,797

Classification A 3,877 5,811

Others 179 289

6,580 9,897

The balances above do not include the balance of cash in hand.

As of 31 December 2011, trade accounts receivable amounting to USD133,000 (USD128,000 in 2010) although past due for more than one year, are not impaired; therefore no provision for impairment on these accounts has been accounted for. As of December 31, 2011, trade accounts receivable amounting to USD4,746,000 (USD4,702,000 in 2010) are impaired; for which theGroup has recognized a provision for impairment. Theindividually impaired accounts relate to customers who are in unexpected difficult economic situations or and under litigation. These accounts are past due for more than a year.

As of 31 December 2011 and 2010 these impaired customers have not pledged any security for their debt.The fair value of accounts receivable approximates their carrying amounts due to their short-term maturities.


16 Shareholders’ Equity

Share capital and premium -

The share capital and premium are as follow:

Number ofshares

Sharecapital

Sharepremium Total

USD000 USD000 USD000

31 December 2011 and 2010 32,403,820 507 212,318 212,825

In2011and2010,thetotalauthorizednumbersofordinarysharesare40,000,000shareswithaparvalueof‐0.01per share. All shares issued have been fully paid-in.The Group’s 2,570,000 initial shares do not entitled the holder to any voting rights or the right to dividend distribution. These shares correspond to the first capital contribution for purposes of creating the entity.

In April 2008, the Company issued 27,925,070 shares to the shareholders of Camposol AS (Norway) in exchange for an equal number of shares in that company (Note 1-b).

In May 2008, the Company issued 1,908,750 new ordinary shares at a price of USD7,859 per share.

Warrants to shareholders -

Dyer Coriat Holding S.L was granted by Camposol AS 3.628.344 warrants to acquire shares in that company. These were replaced by warrants to acquire shares in Camposol Holding PLC as follows:

Number of warrants Exerciseprice Exerciseperiod

Class A 1,375,000 NOK 40 8 April 2008 - 8 Oct. 2008

Class B 1,195,652 NOK 46 8 Oct. 2008 - 8 Oct. 2009

Class C 1,057,692 NOK 52 8 Oct. 2009 - 8 Oct. 2010

The warrants represent a type of finder’s fee to Dyer Coriat Holding S.L for identifying the acquisition of Camposol S.A. and are included in the cost of the business combination. The fair value of the warrants at the grant date was estimated using the Black-Scholes-Merton pricing model (using inputs for the share issue price, the exercise price, option life, volatility and risk free interest rate) at USD6,133,000. The Class A, B and C warrants with a fair value at grant date of USD2,019,000, USD2,064,000 and USD2,050,000 respectively, expired without being exercised and were reclassified to retained earnings within equity.

Share-based payments -

In previous years, the Group granted 150,000 share-based payments to a former manager, valued at USD257,000. The exercise price of these options ranges from NOK 40 to 52 and 1/3 could be exercised in each of the years between 2008 and 2010. As of 31 December 2010, all options expired without being exercised and were reclassified to retained earnings within equity.

In 2008 the Group granted 300,000 share-based payments to Directors and 585,000 options to management. The fair value of the options was estimated at the grant date by an external expert using the Black-Scholes-Merton option pricing formula, at USD561.000. The exercise price of the options to Directors and management was set at NOK 40 and ¼ can be exercised in each of the years between 2009 and 2012.

During 2010, there were changes in some management positions of the Group, so that 100,000 options granted were terminated. Also, share-based payments granted to replaced Directors of the Group remain effective.The conditions to be met in order to exercise the options are based on the time frame that each person worked as employee of the Group.

Movements in the number of share-based payments outstanding and their related weighted average exercise prices are as follows:

2011 2010

Averageexerciseprice in NOK per Share Options

Averageexerciseprice in NOK per Share Options

At1January 40 585,000 40 735,000

Forfeited 40 (95,000) 40 (100,000)

Expired 40 - 40 (50,000)

At 31 December 70 490,000 40 585,000

927,000 922,000

Share-based payments expressed in U.S. Dollars

Credit ratings by financial institution have been assigned by the following rating entities:

Financial entity Rating source BancodeCréditodelPerú Viabcp Interbank Classrating/Standardandpoors Scotiabank Perú Classrating BBVA Perú BBVA Banco Continental BBVA España Inversores.bbva Banco Santander Perú Ratingspcr Mercantil Commerce Bank SNL BancoInteramericanodeFinanzas Classrating


Share-based payments outstanding at the end of 2011 and 2010 have the following expiration date and exercise prices:

Exercisepricein SharesExpiration date NOK per share 2011 2010

February 2012 40 490,000 585,000

Total 490,000 585,000

In calculating the fair value of NOS uses the Black-Scholes-Merton option pricing model. The model uses the following input.

- Issue date share price (Close):

27.03.2008 and 27.08.2008

- Exercise Price:

The exercise price for the options is NOK 40.00. If the share price exceeds three times the strike price (NOK 120.00), the strike will be adjusted upwards so that the difference between the share price and the strike price would not be greater than NOK 80.00. Effectively, there is a cap on the option gain. This cap is included in the fair value calculation.

- Option Life:

Vesting / Grant Date 27.03.2008 27.08.2008

25% 01.02.2009 01.06.2009

25% 01.02.2010 01.06.2010

25% 01.02.2011 01.06.2011

25% 01.02.2012 01.06.2012

- Volatility: 45% based on similar companies.

- Risk free rate: Rates from Norges Bank on issue date are used (Bonds and Treasury bills).

- Dividend: Expected dividend, if any, should be taken into account when measuring the fair value of the options issued. In this case, no dividends were included as the strike prices of the options are to be adjusted for dividend payouts.

Largest 20 Shareholders -

As of December 31, 2011 the largest 20 shareholders are:

Investor Shares %

1 Dyer-Coriat Holding S.L. 8,571,000 28.73

2 QVT Financial 6,538,223 21.92

3 Andean Fishing L.L.C. 3,380,100 11.33

4 Fondo de Inversión AY Forestal 1,908,750 6.40

5 South Winds AS 1,753,000 5.88

6 Aldoflor INC 1,681,415 5.64

7 Welheim Investments 1,421,668 4.77

8 Peru Land & Farming LLC 960,695 3.22

9 Clearstream Banking 838,099 2.81

10 Santander Private Banking 720,033 2.41

11 Compass Group 535,906 1.80

12 JPMorganChaseBankNordeaRe:Non-Treaty 266,005 0.89

13 JustnesRederiAS 170,300 0.57

14 Clariden Leu 153,878 0.52

15 MP Pensjon 137,000 0.46

16 Goldman Sachs – Security Client Segr 105,000 0.35

17 JahrmannAS 74,800 0.25

18 Millcom Norge AS 60,000 0.20

19 DNB Nor Market Making 29,107 0.10

20 Caruse Holding AS 28,000 0.09

21 Others 500,841 3.68

29,833,820 100.00

Non-controlling interest -

Thenon-controllinginterestisrelatedtothechangeintheshareholdinginMarinazulS.A.


17 Deferred Income Tax Openingbalance

Incomestatement

Businesscombination Adjustments

Closingbalance


2010 -

Deferred tax assets -

Tax losses carried-forward 6,033 2,143 - - 8,176

Loss on investments in associates 27 40 - - 67

Provisions 691 466 - - 1,157

6,751 2,649 - - 9,400

Deferred tax liabilities -

Fair value of biological assets 13,959 2,611 - - 16,570

Fair value of fixed assets at acquisition of subsidiary 4,914 (699) - - 4,215

Fair value of customer relationships 1,095 (70) - - 1,025

Differences in depreciation rates 539 346 - - 885

Differencesinamortizationrates 156 (156) - - -

Other 880 (765) 97 111 323

21,543 1,267 97 111 23,018

14,792 (1,382) 97 111 13,618

In2011theGrouprecordedanadjustmentofUSD2,408,000tothedeferredtaxliability,whichhasbeenrecognizedin goodwill instead of the result for the year, since it related to Peruvian tax laws which existed at the date of Group reorganizationandaffectedfixedassetsacquiredaspartofthattransaction(seeNote1(b)).

Deferredincometaxassetsarerecognizedfortaxlossescarried-forwardtotheextentthattherealizationoftherelatedtaxbenefitthroughfuturetaxableprofitsisprobable.TheGroupdidnotrecognizedeferredincometaxassets of USD0.7 million related to the tax losses carried-forward of Marinasol S.A.

The deferred income tax from tax losses carried-forward can be applied to taxable income to be generated in the following years:

2011 2010

USD000 USD000

2012 2,322 2,201

2013 5,331 3,832

2014 243 2,143

2015 318 -

8,214 8,176

In Peru, tax losses can be carried forward by choosing one of the two tax-loss offsetting regimes available; by one of them, tax losses may be carried forward over 4 consecutive years after the year in which they have been obtained and then they expire; by the second offsetting regime; tax losses are offset at a 50% of the taxable income obtained year after year and they do not expire. The Group has selected the first regime; and at the reporting date; based on Management’s estimate of its future tax losses, no tax loss would expire.

The movement in the deferred income tax liabilities is as follows:

2011 2010

USD000 USD000

Opening balance 13,618 14,792

Expense (profit) for the year (Note 32) 7,817 (1,382)

Business combinations (79) 97

Adjustment 2,563 111

23,919 13,618

Deferred tax relates to the following items:

Openingbalance

Incomestatement

Businesscombination Adjustments

Closingbalance


2011 -

Deferred tax assets -

Tax losses carried-forward 8,176 (385) 326 97 8,214

Loss on investments in associates 67 (16) - - 51

Provisions 1,157 161 - - 1,318

Carried forward: 9,400 (240) 326 97 9,583

Brought forward: 9,400 (240) 326 97 9,583

Deferred tax liabilities -

Fair value of biological assets 16,570 7,588 - - 24,158

Fair value of fixed assets at acquisition of subsidiary 4,215 (235) - 2,408 6,388

Fair value of customer relationships 1,025 (66) - - 959

Differences in depreciation rates 885 290 - - 1,175

Other 323 - 247 252 822

23,018 7,577 247 2,660 33,502

13,618 7,817 (79) 2,563 23,919


18 Workers’ Profit Sharing

In accordance with Peruvian Legislation Camposol S.A. shall provide for a workers’ profit sharing equivalent to 10% of the taxable income of each year. The amount of the workers’ profit sharing must be paid during the second quarter of the following year of its determination (Note 2.24).

19 Long-Term Debt

Creditor and type of debt Guarantee Annual interest rate and maturity 2011 2010

USD000 USD000

Banco Interbank, to finance the capital expenditure Camposol S.A. fixed assets 8.65% per year with installments payable until 2016 57,649 58,716

Bounty Fresh LLC for purchase of Nor Agro Perú S.A.C. with 19 installments due every three month until 2016 1,049 -

58,698 58,716

Santander for purchase of asparagus peeler Property subject to financial lease 7.50 % per year with 60 installments every months until 2016 1,303 -

Scotiabank for purchase of a Spectrometer Property subject to financial lease 4.75 % per year with 12 installments every three months until 2014 312 -

Banco Interbank for purchase of a air vacuum cleaner Property subject to financial lease 6.22 % per year with 12 installments every three months until 2011 242 353


BBVA Banco Continental for purchase of a Lab larvaes Property subject to financial lease 7.30 % per year with 12 installments every three months until 2011 123 595

BBVA Banco Continental for purchase of pipes Property subject to financial lease 7.30 % per year with 12 installments every three months until 2011 97 679

Banco Interbank for purchase of a engine, oxygen generator Property subject to financial lease 6.93 % per year with 12 monthly installments until 2013 76 -

Banco Interbank for purchase of a vehicle Property subject to financial lease 6.89 % per year with 20 monthly installments until 2014 52


Banco Interbank for purchase of a vehicle Property subject to financial lease 6.99 % per year with 20 monthly installments until 2014 26 -

Banco Interbank for purchase of a electronic boards Property subject to financial lease 6.89 % per year with 20 monthly installments until 2014 23 -

Banco Interbank for purchase of an hydraulic Excavator Property subject to financial lease 8.90 % per year with 10 installments every six months until 2012 16 45

Banco Interbank for purchase of a excavator machine Property subject to financial lease 9.11 % per year with 20 monthly installments until 2012 10 48

Banco Interbank for purchase of tools and machines Property subject to financial lease 8.90 % per year with 36 monthly installments until 2011 - 24

Banco Interbank for purchase of water equipment Property subject to financial lease 7.95 % per year with 12 installments every three months until 2011 - 221

Banco Interbank for purchase of a Neumatic seed drill Property subject to financial lease 7.95 % per year with 12 installments every three months until 2011 - 6

Banco Interbank for purchase of a rotary labeler Property subject to financial lease 8.20 % per year with 12 installments every three months until 2011 - 78

Banco Interbank for purchase of a Sprayer Property subject to financial lease 8.20 % per year with 12 installments every three months until 2011 - 33

Banco Interbank for purchase of valves Property subject to financial lease 8.25 % per year with 12 installments every three months until 2010 - 3

BBVA Banco Continental for purchase of pipes Property subject to financial lease 7.30 % per year with 12 installments every three months until 2011 - 698

BIF for purchase of a Power generator Cummins Property subject to financial lease 9.00 % per year with 48 monthly installments until 2011 - 7

Banco Interbank for purchase of a truck Daihatsu and pick up Nissan Property subject to financial lease 8.97 % per year with 48 monthly installments until 2011 - 6

Banco Interbank for purchase of Lab equipment for larvaes production Property subject to financial lease 9.10 % per year with 12 installments every three months until 2010 - 20

Banco Interbank for purchase of a air vacuum cleaner Maofmadam Property subject to financial lease 8.42 % per year with 12 installments every three months until 2011 - 21

2,575 3,257

Ferreyros to finance capital expenditure Domingo Rodas S.A. fixed assets 3.00 % per year with 26 installments payable every six months until 2018 3,470 3,642

64,743 65,615

Less- current portion (9,712) (4,429)

55,031 61,186


All loans are denominated in United States Dollars.

For purposes of reconciliation with the information provided in the statement of cash flows, following is the movement of long-term borrowings for the years ended 31 December 2011 and 2010:

Otherborrowings

Bankborrowings

Financeleaseliabilities

Totallong-termdebt

US$000 US$000 US$000 US$000

Balancesasof1January2010 - 50,086 6,868 56,954

Cash transactions

Repayment of long-term borrowings - (50,086) (5,850) (55,936)

Proceeds from long-term borrowings 60,000 2,630 62,630

Non-cash transactions

Proceeds Long-term borrowings 3,642 - - 3,642

Accrued interest - (1,283) (392) (1,675)

Balance as of 31 December 2010 3,642 58,717 3,256 65,615

Balanceasof1January2011 3,642 58,717 3,256 65,615

Cash transactions

Repayment of long-term borrowings (172) (1,476) (2,296) (3,944)

Proceeds from long-term borrowings - - 1,615 1,615

Non-cash transactions

Proceeds Long-term borrowings 1,049 - - 1,049

Accrued interest - 408 - 408

Balance as of 31 December 2011 4,519 57,649 2,575 64,743

The maturity of the non - current portion of long - term debt is as follows:

2011 2010

USD000 USD000

1 year 8,696 9,110

2 year 18,626 8,760

3 years 14,539 17,498

More than 3 years 13,170 25,818

55,031 61,186Fair values -

The carrying amounts and fair value of the non-current borrowings are as follows:

Carrying amount Fair value

2011 2010 2011 2010

US$000 US$000 US$000 US$000

Bank borrowings 49,807 57,650 49,456 57,650

Finance lease liabilities 1,619 686 1,389 599

Other borrowings 3,605 2,850 3,148 2,533

55,031 61,186 53,993 60,633

a) Finance leases -

The future minimum lease payments under finance leases together with the present value of net minimum lease payments are as follows:

2011 2010

Minimum payments

Present valueof payments

Minimumpayments

Present Value of payments

USD000 USD000 USD000 USD000

Within one year 1,112 956 2,738 2,571

After one year but no more than five years 1,767 1,619 716 686

Total minimum lease payments 2,879 2,575 3,454 3,257

Less amounts representing finance charges (304) (197)

Present value of minimum lease payments 2,575 3,257

b) Syndicate loan -

InJune2010,CamposolS.A.signedaloanagreementwithasyndicateofbanksledbyBancoInterbankforatotalamountofUSD60milliontoberepaidbyJune2016,atafixedinterestrateof8.65%.Interestarepayablemonthlyandamortizationoftheprincipalwillbeperformedduringtheloantermasestablishedintherepaymentschedule attached to the credit agreement. Part of this loan was used to pay the entire loan received from Credit Suisse AS of USD50.9 million and to pay the debt termination fee of USD3.7 million (Note 30). The balance of the funds received was used in investments in new plantations.

In accordance with the agreement between Camposol S.A. and the syndicate of banks, the Group has to comply with the following covenants at consolidated level:

- Debt ratio less than 4.0x for the year 2010 and less than 3.5x from year 2011 onwards.

- Debt service coverage ratio longer than 1.0x for the year 2010 and longer to 1,5x from year 2011 onwards.

- Gearing ratio less or equal to 1.5x.- Flow coverage ratio longer than 3.0x, this ratio will be equal to channeled flows through collecting account

into a period of twelve months divided debt services on the next twelve months.


Asat30June2011 theGroup failed tomeet its financialobligationondebt ratio. Thebreachwaspromptlycommunicated to Interbank, together with the application for a temporary waiver on the compliance of this ratio. At the time Management considered that the Group’s results would improve at December 2011, allowing the Group to comply with this covenant in the future. In August 2011, Interbank approved the waiver requesting a penalty (waiver fee) of USD150 thousand.

Thewaivergivenby Interbankonthebreachofacovenant (debt/EBITDAratio)at30June2011states thatInterbank is permanently giving up its right to claim the Group in the future on the basis of this covenant beach.As at 31 December 2011 and 31 December 2010, Camposol S.A. has complied with all its covenants and with the terms of all other obligations contained in the Credit Agreement with the syndicate of banks.

c) Credit Suisse loan -

In November 2007, Camposol S.A. signed a loan agreement with Credit Suisse for a total amount of USD65 million to be repaid by November 2012, at a fixed interest rate of 7.85%. Interest was payable monthly and amortizationoftheprincipalwasperformedduringthetermoftheloanasestablishedinthepaymentscheduleattached to the credit agreement.

On 24 December 2008, Camposol S.A. subscribed an amendment to the original USD65 million loan agreement with Credit Suisse. New covenants were agreed, and an increased margin of 2% was added to the previous 7.85% interest rate beginning 26 August 2008 until the Group reached a debt to EBITDA ratio of 2,5:1x. The interest rate remained at 9.85% until 31 December 2008.

On October 2009, Camposol S.A. prepaid USD7 million of the loan. The comparison of the discounted present value of the cash flows under the new terms of the loan, using the original effective interest rate differs 1 per cent from the discounted present value of the remaining cash flows of the original loan. Accordingly, the terms of the new loan and those from the original loans were not substantially different, and the partial early repayment was not accounted for as an extinguishment of the original loan. Accordingly, costs and fees incurred were recognizedaspartoftheamortizedcostoftheloan.

On 24 November 2009, Camposol S.A. subscribed a new amendment to the original USD65 million loan agreement with Credit Suisse. New covenants were agreed, and an increased margin of 2% was added to the previous 9.85% interest rate beginning 24 November 2009 until the Group reached a debt to EBITDA ratio of 2,5:1x. The interest rate remained at 11.85% until 31 December 2009.

The Credit Suisse loan was fully repaid during 2010 with the funds received from a syndicate of banks led by Banco Internacional del Perú S.A.A. (Interbank) (see b) above).

20 Trade Accounts Payable

2011 2010

USD000 USD000

Suppliers 26,693 20,713

Bills of exchange payable 13,050 6,465

Payables to related parties (Note 36) 331 116

40,074 27,294

Payables to suppliers are mainly in US dollars, are due within 12 months and are not interest-bearing.

Bills of exchange represent payables to suppliers mainly in U.S. dollars (USD8,781,000 as of 31 December 2011 and USD5,836,000 as of 31 December 2010) which are due within 12 months and are bear interest at an average annual rate of 12%.

The average payment terms of trade payables are between 30 to 60 days.

21 Other Accounts Payable

2011 2010

USD000 USD000

Vacations and other payables to employees 4,942 3,853

Provisions (Note 29 and 35) 3,091 4,057

Taxes payable 692 663

Board remuneration 40 24

Pension found 574 409

Interest 382 145

Business management services 391 -

Others 1,066 506

11,178 9,657


22 BANK LOANS

2011 2010

USD000 USD000

Loans -

Banco Interbank 14,900 13,200)

Banco Scotiabank 5,210 3,500)

Banco Santander 3,100 -

Latin America Export Found 2,137 -

Banco de Comercio 450 -

25,797 16,700)

For purposes of reconciliation with the information provided in the statement of cash flows, following is the movement of bank loans for the years ended 31 December:

2011 2010

USD000 USD000

Initial balance 16,700 9,285

Bank loans proceeds 94,394 54,539

Bank loans payments (85,297) (47,124)

Final balance 25,797 16,700

Loans represent promissory notes with maturities up to 180 days, obtained for working capital. These loans bear fixed annual interest rates that are between 3.55 per cent and 10.53 per cent (between 2.75 per cent and 6.80 per cent in 2010).

23 Business Combination

a) Muelles y Servicios Paita S.R.L. -

On 21 May 2011, Muelles y Servicios Paita S.R.L. (subsidiary of the Company) acquired 100% of the outstanding shares of Nor Agro Perú S.A.C. for a consideration of USD1,350 thousand (At 31 December 2011 was paid USD301 thousand), the net assets value of the acquired entity at the purchase date amounted to USD1,838,000, giving rise to the recognition of a gain in the consolidated statement of comprehensive income of USD488.

The acquired entity was engaged in packing of agricultural products. The purchase of this entity was made aiming to facilitate the packaging process of agricultural products of the Group. From its acquisition date until 31 December 2011, the acquired entity generated a profit of USD1,038,000. The acquired entity’s profit for the year 2011 amounted to USD1,055,000. The acquired entity sold assets in December 2011

The gain in the acquisition is detailed bellow:

USD000

Purchase consideration (Cash) 1,350

Fair value of net assets acquired (1,838)

Gain in acquisition (Note 29) (488)

The fair value of the net assets of the acquired entity is detailed bellow:

USD000

Fair Value:

Cash and cash equivalents 42

Property, plant and equipment 1,717

Trade and other receivables 101

Expenses prepaid 17

Trade and other payables (117)

Borrowings (1)

Deferred income tax 79

Net assets acquired 1,838

The cash movement in the acquisition of this entity, net of cash acquired amounts to USD259,000 (Note 23).

The gain on acquisition is supported by valuations performed by independent appraisers. The sale and purchase agreement does not contemplate any contingent consideration that may affect the consideration paid for the acquisition.

Other accounts payable are due within 12 months and are not interest-bearing and are mainly denominated in new Peruvian soles.

2011 2010

USD000 USD000

Movement of provisions:

Opening balance 4,057 2,707

Additions (Note 29 and 35) - 1,350

Deductions (966) -

Balance at the end of the year 3,091 4,057


The gain on acquisition is explained by the fact that the former owner needed to exit the specific business of the acquired entity in order to pursue other businesses that is currently developing.

Theamountsofthenetidentifiableassetsandliabilitiesrecognizedintheconsolidatedfinancialstatementsarefinal values as established by IFRS 3.

b) Camarones S.A.C. and Domingo Rodas S.A. -

On3May 2010Marinazul S.A. granted914,221 shares for the acquisitionofCamaronesS.A.C. The sharesgranted represent 5.45% interest of its total share capital. From the its acquisition and until 31 December 2010, the acquired entity generated a profit of USD114,000. The acquired entity s profit for the year 2011 is USD 176,000 (USD223,000 in 2010).

Domingo Rodas S.A. from its acquisition and until 31 December 2010 generated a loss of USD286,000. The acquired entity s profit for the year 2011 amounted to USD661,000 (USD369,000 in 2010).

Goodwill (gain) in acquisition is detailed bellow:

Domingo Rodas S.A.

Camarones S.A.

USD000 USD000

Purchase consideration 164 321

Fair value of liabilities / (assets) acquired 883 (399)

Goodwill (gain) in acquisition (Note 29) 1,047 (78)

Goodwill of Domingo Rodas S.A.is attributable to the larger market share expected to be obtained by the Company in the shrimp line of business of.

Fair Value

Domingo Rodas S.A.

Camarones S.A.

USD000 USD000

Cash and cash equivalents 273 4

Property, plant and equipment 3,917 1,052

Trade and other receivables 560 117

Inventories 453 285

Trade and other payables (1,849) (520)

Borrowings (4,140) (539)

Deferred income tax (97) -

Net (liabilities) / assets acquired (883) 399

The cash movement in the acquisition of these entities, net of cash acquired amounts to USD113,000 (Note 23).

The gain on acquisition is supported by valuations performed by independent appraisers. The sale and purchase agreement does not contemplate any contingent consideration that may affect the consideration paid for the acquisition. The purchase of these entities was made aiming to increase the production of shrimp.

The gain on acquisition is explained by the fact that the former owner needed to exit the specific business of the acquired entity in order to pursue other businesses that is currently developing.

Theamountsofthenetidentifiableassetsandliabilitiesrecognizedintheconsolidatedfinancialstatementsarefinal values as established by IFRS 3.

24 Revenue

Revenuerepresentsthesaleoffresh,preservedandfrozenbiologicalproducts.For the years ended 31 December, comprise the following (Note 5):

2011 2010

USD000 USD000

Asparagus 57,870 54,774

Avocado 39,873 20,649

Pepper 20,420 17,497

Mango 16,021 13,414

Shrimp 13,300 6,654

Grapes 14,755 3,227

Artichoke 1,973 62

Other 3,598 3,029

Total 167,810 119,306

Included within asparagus, avocado and mango revenue is the net change in the fair value, which amounted to USD381,000 for 2010.


25 Cost of Sales

2011 2010

USD000 USD000

Costofinventoriesrecognizedasexpenses 71,872 52,379

Personnel expenses (Note 28) 38,263 30,920

Depreciation (Note 6) 5,856 5,669

Custom duties refund (6,448) (6,182)

109,543 82,786

InPeru,CamposolS.AandMarinazulS.A.arebeneficiariesofasimplifiedprocedureforcustomsdutiesrefun-ding(Drawback),atarateof5.0%ofFOBvalueofexports(6.5%(effectiveJuly2010)and8%(untilJune2010)of FOB value).

ThecostofinventoriesrecognizedasexpensesincludeamortizationofsoftwarebyUSD12,000(USD32,000for2010) (Note 8).

26 Selling Expenses

Selling expenses for the years ended December 31 comprise the following:

2011 2010

USD000 USD000

Freight 11,574 7,173

Custom duties 4,403 3,154

Personnel expenses (Note 28) 987 1,050

Selling commissions 637 509

Amortizationofcustomerrelationships(Note8) 447 465

Consulting services 670 404

Travel and business expenses 558 252

Insurances 523 234

Depreciation (Note 6) 6 16

Other expenses 776 942

20,581 14,199

27 Administrative Expenses

28 Personnel Expenses

Administrative expenses for the years ended December 31 are comprised of the following:

2011 2010

USD000 USD000

Personnel expenses (Note 28) 9,744 5,883

Professional fees 3,114 2,861

Depreciation (Note 6) 824 642

Travel and business expenses 792 525

Transport and telecommunications 673 331

Directors’ remuneration (Note 28) 360 330

Renting of machinery and equipment 722 293

Amortizationofcomputersoftware(Note8) 397 278

Other auditors’ remuneration 95 70

Statutory auditors’ remuneration - audit services 183 186

Share-based payments (Note 28) 155 106

Materials and supplies 69 334

Maintenance 467) 343

Insurances 123 169

Other expenses 707 969

19,050 13,320

Other auditors’ remuneration corresponds to other services provided by external consultants, such as due diligence engagements, tax consulting, financial advice and others.

2011 2010

USD000 USD000

Salaries and wages 42,878) 33,546

Vacations 2,117) 1,747

Other employees’ benefits 3,505) 1,728

Share-based payments (Note 27) 155) 106

Other expenses 699) 1,056

49,354) 38,183


29 Other income and expenses

30 Financial income and costs

31 Cash generated from operations

2011 2010

USD000 USD000

Other income -

Gain on acquisitions (Note 23) 488 78

Recovery of accounts receivable (Note 14) 212 56

Gain on sale of property, plant and equipment (Note 31) - 800

Other 168 433

868 1,367

Other expenses -

Obsolescence of inventories (Notes 12) (1,237) (854)

Donations and samples (312) (230)

Loss on sale of property, plant and equipment (Note 31) (404) -

Provisions (Notes 21 and 35) - (1,350)

Impairment of accounts receivable (Notes 13 and 14) (220) (426)

Other (129) (209)

(2,302) (3,069)

2011 2010

USD000 USD000

Income -

Interest 15 45

Other finance income 12 -

27 45

Costs -

Interest on bank loans (6,810) (9,564)

Debt termination fee (Note 19) - (3,682)

Interest on finance leases (1,356) (852)

Tax on financial transactions (266) (544)

Interest on accounts payable to suppliers (69) (213)

Other finance costs (1) (16)

(8,502) (14,871)

Note 2011 2010

USD000 USD000

Reconciliation of profit for the year to net cash from (used in) operating activities:

Profit before income tax 41,634 7,150

Depreciation 6 6,686 6,327

Amortization 8 85 779

Transference to biological assets 9 4,461 4,227

Impairment of trade accounts receivable 13 and14 220 426

Obsolescence of inventories 12 1,237 854

Interest expenses 30 8,502 14,871

Recovery of doubtful accounts 13 and14 (225) (56)

Carried forward: 63,371 33,799

Personnel expenses are allocated as follows:

2011 2010

USD000 USD000

Cost of sales (Note 25) 38,263 30,920

Selling expenses (Note 26) 987 1,050

Administrative expenses (Note 27) 9,744 5,883

Directors’ remuneration - Administrative expenses (Note 27) 360 330

49,354 38,183


32 Income tax

a) According to the Peruvian tax legislation in force the income tax is determined on separate basis. Management has determined the taxable income under the general income tax regime, which requires adding to and deducting from the result derived from the accounting records maintained in Nuevo Sol is those items considered as taxable and non-taxable, respectively.

As established under Law No.27360 dated 30 October 2000, that amends the Income Tax Law of individuals and legal persons engaged in the growing of crops and /or cattle as well as in industrial agriculture, the applicable income tax rate is 15%. This income tax regulations is applicable until 31 December 31 2021.

The standard rate of Cyprus income tax for 2011 and 2010 is 10% and for the Peruvian subsidiaries it ranges between 30% and 10%.

2011 2010

USD000 USD000

Current income tax 197 -

Deferred income tax (Note 17) 7,817 (1,382)

Income tax expense / (credit) 8,014 (1,382)

b) For the years 2011 and 2010 the income tax credited to income differs from the theoretical amount that would arise using the tax rate applicable to profit before workers’ profit sharing and income tax as follows:

2011 2010

USD000 USD000

Profit before income tax 41,634 7,150

At Peruvian statutory income tax rate at 15% 6,245 1,073

Revenue no subject to tax (973) (940)

Expenses not deductible for tax purposes 359 563

Adjustments 2,460 -

Other (77) (2,078)

Income tax expense / (credit) 8,014 (1,382)

Profit before income tax only corresponds to Peruvian subsidiaries; therefore taxation charge in the consolidated statement of comprehensive income corresponds to the Peruvian tax rate of 15%.

c) The Peruvian Tax Authority may review and, if required, amend the income tax or the tax loss carry forward determinedbytheCompanyanditssubsidiariesinthelastfouryears,asfromJanuary1ofthefollowingyear in which the tax return of the corresponding income tax was filed (years open to examination). Since discrepancies may arise over the proper interpretation of the tax law applicable to the Group, it is not possible to anticipate at this date whether additional tax liabilities will arise as a result of eventual examinations.Additionaltax,finesandinterest,ifany,willberecognizedinresultsoftheperiodinwhichthe disagreement with the Peruvian tax authorities is resolved. Management considers that no significant liabilities will arise as a result of any eventual tax examinations.

The following table shows the income tax and value added tax returns subject to review by the Tax Authority corresponding to the Company and its subsidiaries.

Note 2011 2010

USD000 USD000

Brought forward: 63,371 33,799

Fair value of biological assets 9 (40,821) (27,506)

Loss / (gain) on sale of property, plant and equip-ment

29 404 (800)

Disposals of intangibles 8 27 207

Share-based payments expense 28 155 106

(Profit)/loss attributable to associate 7 (111) 40

Income tax 32 8,014 (1,382)

Net exchange difference 32 114)

Increase (decrease) of cash flows from operations due to changes in assets and liabilities:

Trade accounts receivable (10,747) 1,546

Other accounts receivable 132 (1,764)

Inventories (11,263) (721)

Prepaid expenses 11 (180)

Trade accounts payable 12,780 7,033

Other accounts payable (12,446) (2,315)

Net cash generated from operating activities 9,538 8,956


33 Discontinued operations

InJanuary2010,theBoarddecidedtodiscontinueoperationsofMarinasolS.A.whichwasdevotedtofishingandharvesting of fish for human consumption. On 30 September 2010, the Company sold its production plant in the city of Chimbote for USD 1,317 thousands. The loss from operations of this company is shown under discontinued operations in the statement of comprehensive income of USD 275 thousands (USD1,750 thousands in 2010).

Yearsopentotaxreview

Company IncomeTax ValueAddedTax

Camposol Holding PLC 2007-2011 2007-2011

Camposol S.A. 2007-2011 December 2007 - December 2011

Preco Precio Economico S.A.C. 2007-2011 December 2007 - December 2011

Sociedad Agricola Las Dunas S.R.L. 2007-2011 December 2007 - December 2011

Prodex S.A.C. 2007-2011 October 2007 - December 2011

Belfast S.A. 2007-2011 October 2007 - December 2011

Vegetales del Norte S.A.C. 2007-2011 October 2007 - December 2011

Muelles y Servicios Paita S.A.C. 2007-2011 August 2007 - December 2011

Nor Agro Perú S.A. 2007-2011 January2011–December2011

Marinasol S.A. 2007-2011 December 2007 - December 2011

MarinazulS.A. 2007-2011 August 2007 - December 2011

Grainlens Ltd. 2007-2011 2007 - 2011

Blacklocust Ltd. 2007-2011 2007 - 2011

Siboure Holding Ltd. 2007-2011 2007 - 2011

Madoca Corp. 2008-2011 2008 - 2011

Camposol Europa S.L. 2008-2011 2008 - 2011

Campoinca S.A. 2007-2011 2007 - 2011

Camposol Fresh B.V. 2009-2011 2009 - 2011

Domingo Rodas S.A. 2007-2011 2007 - 2011

Camarones S.A.C. 2007-2011 2007 - 2011

A summary of the results of Marinasol S.A. is shown below:

2011 2010

USD000 USD000

Profit and loss

Revenue 1 1,115

Cost of sales (1) (1,472)

Gross loss - (357)

Administrative expenses (185) (575)

Selling expenses (5) (18)

Other income - 403

Other expenses (251) (864)

Impairment of account receivable (Note 13) - (485)

Operating loss (441) (1,896)

Financial income 114 98

Financial expenses (2) (15)

Currency translation differences 44 457

Loss before income tax (285) (1,356)

Deferred income tax 10 (394)

Loss for the year from discontinued operations (275) (1,750)

Cash flows

Operating activities (110) (18)

Investing activities - -

Financing activities - -

(110) (18)

34 Basic and diluted earnings per share

Basic earnings per share -

Basic earnings per share are calculated by dividing net profit attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year.


36 Transactions with shareholders and other related parties

35 Contingent liabilities

As of, December 31, 2011, the Group has several contingencies labor-related and others claims amounting to USD2.2million(USD3.1millionsin2010).In2010aprovisionwasrecognizedforotherlaborclaimsandotherclaims for USD1.35 millions (Note 29), which is included in the balance of USD3.1 millions shown as provisions in other accounts payable (Note 21).

a) TRANSACTIONS

The main transactions carried out between the Group and its related parties are as follows:

i) Associate -

2011 2010

USD000 USD000

EmpacadoradeFrutosTropicalesS.A.C.-

Sale of finished products 1 7

Sale of services - 145

Purchase of services 1,876 782

ii) Entities related to Directors –

2011 2010

USD000 USD000

Apoyo Consultoría S.A.C. -

Purchase of services 10 7

Gestion del Pacifico S.A.C -

Sales of services 1 -

Purchase of services and others 666 475

Purchase of fixed assets 47 -

Corporación Pesquera Inca S.A. (COPEINCA) -

Sales of services 293 -

Purchase of raw material (fish) - 5

Purchase of services 19 14

2011 2010

Profit for the year from continuing operations (USD000) 33,620 8,532

Loss for the period from discontinued operations (USD000) (275) (1,750)


Weighted average number of ordinary outstanding shares (thousands) 29,834 29,834

From continuing operations (expressed in U.S. dollars per share) 1.127 0.286

From discontinued operations (expressed in U.S. dollars per share) (0.009) (0.059)

Basic earnings per share (USD) 1.118 0.227

TheCompanywasincorporatedonJuly9,2007.Oneclassof2,570,000initialsharesdoesnothavethevotingrights or to participate in dividend distributions and are not taken into account for the purposes of determining earnings per share.

The share capital was increased through the exchange of shares with Camposol AS shareholders in March 2008 of 27,925,070 shares and a private placement with Fondo de Inversion Agroindustrial (FIDAF) of 1,908,750 shares.

Diluted earnings per share -

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has granted Share-based payments and warrants which are dilutive. The Group determines the number of potential shares using the average market share price of the Group’s shares for the year. However, since during 2011 and 2010 the exchange value of the potential shares was greater than the fair value of the shares, the Group did not consider any potential ordinary shares for the determination of the dilutive earnings per share, being the dilutive earnings per share the same as the basic earnings per share.


b) AMOUNTSDUEFROM/TORELATEDPARTIES

2011 2010

USD000 USD000

i) Associate

Empacadora de Frutos Tropicales S.A.C. - 12

ii) Entities related to Directors

Gestión del Pacífico S.A.C. (*) 1 1

1 13

Other accounts receivable (Note 13)Trade payables (Note 20)

2011 2010

USD000 USD000

i) Associate

Empacadora de Frutos Tropicales S.A.C. 235 87

ii) Entities related to Directors

Gestión del Pacífico S.A.C. (*) 94 28

Apoyo Consultoría S.A.C. (**) 2 1

331 116

(*) A manager of the Group is shareholder of Gestión del Pacífico S.A.C.(**) A Director of the Group is a legal representative of Apoyo Consultoría S.A.C.

The transactions during the year with related companies correspond to purchase of consulting, legal services, cash loans for working capital and purchase of raw materials.

These balances have no schedule date for collection or payment and do not bear interest; however the effect on results, if interest would be charged, is not significant.

Other transactions with related parties correspond to warrants (granted to Dyer Coriat Holding S.L.) and share-based payments (granted to Directors and management), the details of which are provided in Note 16 and their balances are shown in the consolidated statement of equity.

37 Commitments and guarantees

a) Commitments and guarantees in respect of the syndicate loan are set out in Note 19.

b) On October, 2008, Camposol S.A. signed an agreement with Peru Land & Farming LLC (PL&F) by means of which the Company gives first option to purchase avocado production from a designated area of 800 Ha to be sold in the United States of America. When the US market opens for Peruvian avocado, PL&F will have the right to purchase 100% of the production from that area. The option will gradually decrease over ten years, after which it will maintain a lifetime option for 30% of the production in the designated area. The transactions will be settled at market price. At the reporting date, no changes in the agreement with PL&F have occurred.

38 Events after the consolidated balance sheet date

- On26January2012,CamposolS.A.,CamposolHoldingPLC ssubsidiary,successfullyissuedaUSD125million 9.875% senior unsecured notes due in 2017, which will be guaranteed by Camposol PLC as parent guarantorandMarinazulS.A.andCampoincaS.A.assubsidiaryguarantors.Settlementofthebondissueoccurred on 2 February 2012. The net proceeds from the bond issue are to be used to pay long term debt, to finance capital expenditures and in general corporate uses.

- Camposol SA, a subsidiary of Camposol Holding PLC has purchased 732,000 shares in Camposol Holding PLC at a price of NOK 23 per share on 5 March 2012. After this transaction Camposol Holding PLC and its subsidiaries hold 732,000 of its own shares.

- On 12 March 2012, Camposol Holding PLC launched a tender offer to all its shareholders to buy up to 2.2 million shares at a price of 24NOK. This offer continued until 26 March 2012. The purpose of this offer is togiveitsshareholderstheopportunitytomonetizeaportionoftheirinvestmentduetothelowliquidityof the stock. These stocks will remain in treasury until further notice. At the end of this transaction 355,372 shares were transferred to Camposol Holding PLC from ex shareholders. After this transaction, Camposol Holding PLC and its subsidiaries hold 1,087,372 of its own shares.

c) COMPENSATIONOFKEYMANAGEMENTPERSONNELOFTHEGROUP

2011 2010

USD000 USD000

Salaries of key management 2,123 1,615

Remuneration of Directors (all of which are non - executives) 360 330

Annual Report 2011 |149

ANNUREPO2011 Diseño: Ursula San Miguel / Carla Franco

Fotos: Centro de la fotografía / Gonzalo Olmos / Alex Bryce / Julio Janssen

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