Annual report 2014

floraholland.com

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Table of contents

Foreword 2 Profile of FloraHolland 3 Management Board report 9 Corporate Governance in 2014 17 GMM Committee report 22 Supervisory Board report 23 Financial statements 2014 26 Consolidated balance sheet as at 31 December 2014 26 Consolidated profit and loss account 2014 28 Consolidated cash flow statement 2014 29 Consolidated statement of comprehensive income 2014 30 Explanatory notes to the consolidated figures 2014 31 Accounting policies for the valuation of assets and liabilities, result determination and cash flows 33 Explanatory notes to the consolidated balance sheet 2014 38 Explanatory notes to the consolidated profit and loss account 2014 49 Company figures 2014 52 Company balance sheet as at 31 December 2014 52 Company profit and loss account 2014 54 Explanatory notes to the company figures 2014 55 Explanatory notes to the company balance sheet as at 31 December 2014 55 Additional information 65 Appendix 1: Overview of participating interests 68 Appendix 2: Overview NCR code 69 The following concepts are used in this annual report : - The Koninklijke Coöperatieve Bloemenveiling FloraHolland U.A. (‘FloraHolland’, the ‘cooperative’ or ‘Koninklijke FloraHolland’) FloraHolland cannot offer any guarantee that the expectations, estimations and projections referred to in this annual report will be realized. This English version of the annual report has not been audi ted and does not have an independent auditor’s report. FloraHolland's annual report was prepared by the Management Board of the cooperative on 15 April 2015. The Supervisory Board approved this report on 15 April 2015. The annual report shall be submitted to the General Members' Meeting for approval on 4 June 2015.

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Foreword In this annual report, we look back on 2014 and by doing so, we look forward as well. We worked on the new strategy in the second half of the previous year. With FloraHolland 2020, the cooperative has set a course for the future in which we will make the floriculture industry bloom; a course aimed at improving the margins for our members and their customers, and for greater consumer spending on flowers & plants. In this annual report, FloraHolland justifies its accountability for the policies pursued in 2014. The year ended on a positive note: The turnover proved higher than in 2013 and the financial results are better than expected as well. Taking the circumstances into consideration, the pricing and supply development were satisfactory, although the reasonable prices did not always benefit everyone. Relationships with industry partners were further improved and FloraHolland managed to re-establish contact with them in a positive manner. In respect of the members, this led to the adjustment and approval of the profit allocation proposal as well as confidence in the new strategy. FloraHolland, to the satisfaction of its customers, expressly chose the role of marketplace and to jointly undertake an in -depth study of the consumer. Relationships with employees improved by listening and reacting accordingly to what they had to say about what is important to them in their work, in addition to the conclusion of a new social plan, collective labor agreement (CAO) and pension scheme. The year under review, 2014, was an exciting year for FloraHolland. A large group of employees campaigned for the first time in a hundred years. However, the process in that period continued and we were able to realize a higher Valentine's Day turnover than the previous year. For the first time in decades, the members agreed with the Management Board's 2013 second profit allocation proposal. Kompas gave rise to a major reorganization, which unfortunately included necessary redundancies. All this took place in and because of a world in which electronic trade is on the rise, demand is falling and the competition is growing fast. It became clear that FloraHolland needed a new strategy, which was fully formulated at the end of the year: ‘FloraHolland 2020’. Lucas Vos Rens Buchwaldt General Manager Financial Manager

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Profile of FloraHolland Mission of FloraHolland In our mission of 'Flowering the World Together, Planting Seeds of Opportunity for our Members’ we speak of the core of FloraHolland, our reach and the way in which we wish to realize our dream. ‘Flowering and Planting’ refers to the two core products of our members and their customers. ‘Together’: FloraHolland brings together the links in the floriculture chain. We are the party that is the common denominator in the chain. FloraHolland is an open marketplace where suppliers of ornamental plants or flowers and their corporate clients can meet to do business, and is the place where you will find the best knowledge of the floriculture industry worldwide. ‘Planting Seeds of Opportunity’; there is a key task for us in the creating of opportunities for our industry. Together with our partners in the chain, we encourage the consumer to spend more money on more flowers and plants. Finally, ‘for our Members’; we don't exist for our own benefit, but for that of our members and their customers. Helping boost their margins is our original function. That is why we are optimizing our logistics and our management of standards. We are continually working to cut costs and improve our processes and services. Back to basics, in other words. This applies not just to business in the Netherlands or Europe; it is about ‘the World’. Ambitions and core values The strategy describes what role the cooperative is to play to help the floriculture industry blossom. In that, two ambitions are key:

Better margins for our members and their customers

More consumers spending more on flowers & plants To be able to successfully realize these ambitions as a company, four generally supported core values apply:

Service provision: We serve the interests of our members best by being customer-focused. For this reason, we direct our efforts every day to what really adds value for our members and their customers.

Clarity: FloraHolland is clear about who we are, and what we do or do not undertake. We are simplifying our processes and handing more responsibility to shop-floor staff so as to be efficient and effective.

Sustainability: We stand for responsibly-produced floriculture and for continuity. We are turning into an international company with strong Dutch characteristics: cooperative, transparent, sober and reliable.

Together: To realize our two large ambitions, we are linking all parties in the chain and within the organization. Learning together and improving together is what will make floriculture flourish to the full.

Financial conditions In order to ensure its continuity, FloraHolland has three financial goals in place for the company:

Annual profits of €15 million before taxes.

Solvency level of 25 to 30% of the balance sheet total.

Risk-bearing capital base of at least 45% of the balance sheet total.

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Core activities FloraHolland offers members and their customers an international marketplace and support services. Members experience strong purchasing power in the Netherlan ds (Aalsmeer, Naaldwijk, Rijnsburg and Eelde) and Germany (Veiling Rhein -Maas in partnership with Landgard). They can sell their products to customers via 46 auction clocks and direct trade, digitally or otherwise. Here, customers find the widest assortment in the world. FloraHolland advises on the ideal sales mix, provides commercial and logistics services and takes care of the paperwork. Outside the Netherlands, FloraHolland uses local offices to provide support to its members, particularly in Kenya and Ethiopia. FloraHolland enhances the chain infrastructure by way of trade accommodations, uniform trolleys, packaging, ICT systems and standards. Legal structure FloraHolland is a cooperative structure with group companies and holdings. The group companies contribute to the main objective and the strategic choices. Participating interests (particularly in real estate with trading partners) greatly bind purchasing power. The foundations of our sustainability policy FloraHolland conducts its business with an ongoing awareness of human, environmental and social issues. FloraHolland promotes the production of sustainably produced flowers and plants both nationally and internationally. FloraHolland develops standards (or assists in their development) and promotes the sustainable use of raw materials and resources, together with a sustainable logistics chain.

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Composition of the statutory Management Board

The composition of the Management Board is given below. It is indicated, where applicable,

which additional functions the Management Board members fulfill. The Management Board

members have been appointed for an indefinite period.

Lucas Vos (8-8-1967), Dutch nationality, General Manager as of

1-1-2014, Statutory Manager as of 1-1-2014.

Additional functions: Member of the Amsterdam Economic Board.

Rens Buchwaldt (17-10-1961), Dutch nationality, Financial Manager as of 1-1-

2014, Statutory Manager as of 1-1-2014, member of the Management Board as of

2006.

Additional functions: Member of the BEKO Supervisory Board.

Composition of the Supervisory Board

The composition of the Supervisory Board is given below. The list below shows which

horticulture companies the members of the Supervisory Board are part of and any additional

functions they fulfill.

Bernard Oosterom (7-6-1960), Chairman of the Supervisory Board since 2014,

administrative position within FloraHolland since 1989, member of the Selection

and Remuneration Committee.

Member-company: Pot plant nursery Sjaloom B.V. in Waddinxveen.

Additional functions:

- Chairman, Dutch Flower Auctions Association (VBN). - Chairman, National Cooperative Council for Agriculture and Horticulture (NCR).

- Vice-Chairman, AIPH (International Association of Horticultural Producers).

- Chairman, Novelty Protection Committee AIPH (Plant Breeders' Rights).

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Mariëlle Ammerlaan (2-6-1968), member of the Supervisory Board since 2014,

administrative position within FloraHolland since 2003, Chairman of the

Cooperative Committee.

Member-company: Plaza Orchids Ammerlaan in De Kwakel.

Additional functions: none.

Jan Andreae (25-4-1946), member of the Supervisory Board since 2010, member

of the Cooperative Committee.

Additional functions:

- Director, Advanced Technology Industries.

- Advisory Board member of Dirkzwager Groep.

- Advisory Board member of Amsterdam Village Company.

Louis Bouman (27-7-1956), member of the Supervisory Board since 2014,

administrative position within FloraHolland since 2003, Audit Committee member.

Member-company: Bouman Anthuriums in Berkel en Rodenrijs.

Additional functions: none.

Joris Elstgeest (2-8-1976), member of the Supervisory Board since 2014,

administrative position within FloraHolland since 2006, Acting Chairman of the

Selection and Remuneration Committee.

Member-company: Elstgeest Potplanten in Nieuwe Wetering.

Additional functions:

- Committee member of Platform Tuinbouw Veenstreek.

- Member of Citizen's Council of the Municipality of Kaag & Braassem.

Jack Goossens (18-3-1969), member of the Supervisory Board since 2014,

administrative position within FloraHolland since 2012, Audit Committee member.

Member-company: Gova B.V. in Nispen.

Additional functions: none.

Jos ten Have (13-11-1959), member of the Supervisory Board since 2004,

Cooperative Committee member.

Member-company: J. & P. ten Have B.V.

Additional functions:

- Treasurer of Geopower vof.

- Chairman of Plantform.

Gerben Ravensbergen (16-10-1974), member of the Supervisory Board since 2014,

Audit Committee member.

Member-company: Gebr. P. & J. Ravensbergen C.V.

Additional functions:

- Treasurer, YourLily Foundation.

- Member of the Economic Board Greenport Duin- en Bollenstreek.

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Cees van Rijn (4-5-1947), member of the Supervisory Board since 2012, Chairman

of the Audit Committee since 2014.

Additional functions:

- Supervisory Board member of VION Food Group.

- Supervisory Board member of Incotec B.V.

- Supervisory Board member and Chairman of the Audit Committee Detail Result Groep B.V.

- Supervisory Board member and Chairman of the Audit Committee Plukon Food Group B.V.

- Supervisory Board member and Chairman of the Remuneration Committee ForFarmers.

- Supervisory Board member ECV.

- Member of the Council of Trustees and Chairman of the Audit Committee at LUMC.

- Board member of Stichting Continuïteit SBM Offshore.

- Member of Publiek Belang PwC committee.

Rosaline Zuurbier (26-05-1977), member of the Supervisory Board since 2014,

Cooperative Committee member.

Member-company: C.G. Zuurbier & Co. International B.V./Bilashaka Flowers Ltd. in Naivasha,

Kenya.

Additional functions:

- Member, Board of Members of Rabobank Alkmaar and environs

There is a vacancy in the Supervisory Board following the departure of Franswillem Briët. The

intention is to fill this vacancy at the General Members' Meeting of 4 June 2015.

All Supervisory Board members are Dutch nationals.

When considering the composition of the Supervisory Board, it is important to have a good

ratio between and/or representation of:

Members of FloraHolland and external Supervisory Board members

Male and female

National and international production

Various product groups

Knowledge and experience

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Financial history (key figures)

2014 2013 2012 2011

Turnover (x € 1 million) 4.537 4.476 4.398 4.284

Revenue (x € 1 million) 393 402 381 392

Total expense (x € 1 million) 384 418 371 378

- Salary expenses (x € 1 million) 177 210 191 197

- General expenses (x € 1 million) 109 102 87 90

- Depreciation & interest (x € 1 million) 98 106 93 91

Profit after taks (x € 1 million) 9,6 -15,6 7,9 11,2

Balance sheet total (x € 1 million) 903 965 978 989

Net investments (x € 1 million) 41 67 72 82

Solvency (%) 23,4 21,4 23,2 22,4

Risk-bearing equity (%) 49,4 44,4 45,6 46,0

Cost-covering commission (net, in %) * 3,8 4,8 4,0 4,0

Personnel (FTE, at year-end) 2.617 2.940 3.154 3.346

Absenteeism (%) 5,8 4,9 4,7 5,5

Clock activities indices/prices

- Lots (x 1.000) 5.907 5.941 6.047 6.263

- Units (x 1.000.000) 12.482 12.405 12.457 12.757

- Logistical transactions (x 1.000) 28.054 27.981 28.274 29.178

- Trolleys (x1.000) 6.867 7.081 7.427 8.196

Average price for flowers (€) 0,22 0,22 0,22 0,21

Average price for house plants (€) 1,67 1,63 1,62 1,53

Average price for garden plants (€) 0,96 0,97 0,96 0,91

Members (mutations)

- New members 123 97 95 141

- Termination members 332 300 249 366

- Number of members at end of year 4,524 4,582 4.687 4,908

- Number of contract suppliers at end of year 1,930 2,267 2,452 2,864

*Grower levies minus profit berofe taks as a proportion of revenue.

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Management Board report FloraHolland in 2014 Market developments From an economic perspective, 2014 was a year of modest recovery; a long expected recovery, which was slightly hindered by tensions in Eastern Europe and the Middle East. At macro level, Germany and Russia in particular performed worse than expected. A slight economic optimism developed in the Netherlands, although it did not result in strong growth. Against this background, FloraHolland's growth in sales was satisfactory, (a growth of 1.4% in spite of slightly higher prices). Some product groups achieved excellent results, others less so. The 2013-2014 tulip season was good. The garden plant season proved disappointing despite an extremely early spring. At country level, Germany, France, Switzerland, Poland and Austria scored well. Exports to Russia dropped substantially. Sales developments there give reason for concern. The following market developments are relevant to FloraHolland:

Production is internationalizing. Because of this, the Dutch share in global flower and plant production is decreasing.

Growers increasingly sell their products without the direct intervention of FloraHolland and they operate further up the chain more often than before. The importance of the auction clock decreases as the use of electronic sales resources rises. It has to be said, however, that in 2014 this took place slower than expected.

To provide an answer for these market developments, FloraHolland drew up its new strategy, FloraHolland 2020. It sets out how our cooperative will make the floriculture industry bloom - right now and in 2020.

Review: Kompas, the execution and results At the end of 2013, FloraHolland announced a reorganization under the name Kompas. This reorganization came with changes and challenges and it gave rise to certain strategic points of focus, which were largely carried out in 2014.

Arranging commercial services starting from the customer

From now on, instead of approaching the market from the clock or direct sales channels, the

customer should be our point of departure. People, knowledge and expertise were made fully

available and we based our entire approach on placing the customer central. The foundation

of our commercial activities was, is and remains the cooperative bond with members.

Customizing the clock

The shift to direct sales also led to a shrinking supply to the clock in 2014. In addition, the

nature of the auction process is also changing. The influence of virtualization allows

transactions, logistics and locations to be made independent of each other. Although this

requires a technically advanced development process, at the same time it presents more

opportunities to simplify the physical processes and make them more flexible. This meant the

following in 2014:

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A smaller number of physical auction rooms and clocks

A concentration in national auction processes and possibly ‘ex nursery auctioning’

Moving the clocks from Bleiswijk to Naaldwijk (Florists' clock)

Reducing the inspection of ‘for sale’ products as part of the auction process

Simplifying and reducing the management structure

Adapting FloraHolland to the new market conditions was supposed to result in a smaller and

more flexible organization. We simplified the management structure in the commercial

section, as well as in the rest of the organization. The number of management functions

dropped by approx. 25%.

Keeping the property portfolio in order

The new real estate vision has again taken stock of the balance between new construction,

renovation/maintenance, and any decommissioning of buildings or parts of buildings. In line

with this, investments and divestments will be needed to keep the property portfolio in order.

We also looked at making better use of the available good office space.

Adjusting the rates and financing

Against the background of the major changes to our role and services portfolio, a

reconsideration of the rates and FloraHolland's financing was needed. This subject was

discussed in 2014 in a work group consisting of members from the Advisory Councils, and the

starting points as well as directions were determined.

Course and choices

The FloraHolland Kompas provided a direction and course for the future interpretation of the

role of FloraHolland as a service provider in a changing market. It also provided the space to

continuously choose the correct routes within that course, in order for the cooperative

company to continue providing its members with the best access to the changed international

market of flowers and plants. What also was initiated in 2014 was the development of the new

strategy FloraHolland 2020. This process is described further on in the annual report.

Valentine's Day campaigns and the Valentine's Day Agreement

The trade unions called for actions in the build-up to Valentine's Day. This had a huge impact

on the company. For our growers and customers, these actions hardly influenced the

Valentine's Day trade. Extra effort on the part of our employees ensured the proper processing

of all products and resulted in a higher Valentine's Day turnover than the year before.

In part, the conflict concerned the social plan that was a part of the Kompas reorganization.

The employees were also discontent; they felt ignored and wanted to be heard.

After several days of campaigning, the Valentine's Day Agreement was concluded. An adapted

social plan was developed, which especially benefited those groups of employees that are

vulnerable. The dialog with employees was restored by organizing coffee break meetings and

other discussion formats.

Financial results

The 2014 financial year was concluded with a profit of €9.6 million after taxes.

Compared to the loss in 2013 of €15.6 million, this is an improvement of €25.2

million. Correcting the 2013 loss due to exceptional expenses (€21.2 million) has

improved the result of 2014 by €4 million. In addition to an increased turnover, the

improvement in profits is due mostly to the implementation of Kompas, which has

substantially lowered personnel costs. The improved results and the condensing of

the balance as a result of lower investments and divestments has increased solvency

from 21% to 23% in comparison to the previous year. With the positive cash flow

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ensuing from the increased turnover, lower costs and lower investments, it was

possible to reduce any financing requirements. This improved the liquidity posit ion

and at the end of 2014, FloraHolland had ample facilities to meet its liquidity

requirements. With this FloraHolland more than meets the predetermined objectives

and conditions relating to financing.

Review: Cooperative business developments in 2014 The company FloraHolland ended the year 2014 with a gain of €9.6 million, which formed a positive end to a rather turbulent year. In this section, the most important developments will be reviewed. Top-management structure changed It became necessary to change the composition of FloraHolland's management. Currently, this team is comprised of both Management Board members and the Operations, Commerce, Strategy Management & Business Development (SM&BD), Finance, HR and ICT managers. This composition guarantees input from within the company, which makes it possible for well thought through decisions to be taken. Profit allocation in two terms During the General Members' Meeting (GMM) in spring, the members voted on the proposal as to how to cover the loss of 2013. Initially, the Management Board wanted to cover this loss by charging €7.4 million to the general reserve and to book half of the liquidity contribution withheld in 2013 to the member loan. The members did not accept this proposal. However, more than a month later an adapted proposal was approved by a second GMM. In this proposal, €15.6 million was charged to the general reserve instead of €7.4 million. In this way, three quarters of the liquidity contribution was booked on the member loan, and not half. The members' dissatisfaction appeared to be partly caused by unclear and tardy information. For this reason the second GMM was preceded by informative meetings. Inspection policy adjusted and intervention team established FloraHolland is of the opinion that the supplier is responsible for product quality. Despite the fact that 'self-inspection' has been around for years, the products were still officially inspected before auction. This was discontinued in 2014. Although this step was preceded by an extensive implementation process, the number of product claims in respect of clock transactions increased. Currently, the products of suppliers who frequently break the rules are inspected by a newly established intervention team. By dealing with a small group of notorious offenders and giving them proper guidance, it is FloraHolland's intent to quickly reduce the number of complaints. Access to the auction clock Intensive discussions were held on the members/non-members policy, the policy to make supply agreements and to counteract supply excesses. Led by the experience gained from the pilots set up for this purpose, the many conversations with growers and FPCs, as well as the discussion within the Flowers and Plants Advisory Councils, FloraHolland decided to stop the 'non-members may not auction, unless...' pilot. In FloraHolland 2020, the choice was made to also grant non-members access to the FloraHolland marketplace and the auction clock. The pilots clarified many things and we used those that were good. From this, arrangements are being made at the auction locations to conclude supply agreements and to counteract supply excesses in order to achieve a regular, well-balanced clock supply.

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Review: FloraHolland 2020, process and ambitions "Flowering the World Together, Planting Seeds of Opportunity for our Members." This is how the cooperative's mission was laid out in the new FloraHolland 2020 strategy. FloraHolland was founded 104 years ago for the purpose of creating a marketplace for the members to increase their businesses' performance. This cooperative -based approach is very current. All members were actively involved in the development of FloraHolland 2020 in the second half of 2014. The question as to what the industry will require from FloraHolland in the coming years was discussed with members of the Supervisory Board and industry colleagues. We listened attentively to what the members, customers and employees had to say on the subject. Based on the collected input, we drew up a draft of the strategy, which was then discussed both individually and collectively. The responses to this draft fueled the fine-tuning of the strategy, after which it was approved by the Supervisory Board. The final version was presented at the GMM in December 2014. The FloraHolland 2020 strategy has two ambitions: Better margins for our members and their customers By 2020, we will have achieved the following:

€1 billion turnover on our online platform

Our European market share will have grown by 20%

Our members and their customers will give us at least an 8 in satisfaction scores

Our costs will have been cut by a third

The costs of our supply flows will have been lowered by 15%

Pricing will be optimum and stable More consumers spending more on flowers & plants By 2020, we will have achieved the following:

The European consumer will spend 20% more on flowers and plants

FloraHolland will facilitate 20 innovations each year

FloraHolland will be known to have the best knowledge of the floriculture industry in the world

"Flowered by FloraHolland" will be the number 1 business brand in the global floriculture industry

Preview: Implementation of FloraHolland 2020 and objectives FloraHolland has set itself a number of specific objectives for 2015.

1. The financial operating result before taxes must be higher than €15.5 million and this would exclude the exceptional items and the FloraHolland 2020 implementation budget.

2. Together, the product sales growth, i.e. clock and direct sales together, must be at least 1.5%;

3. A good and stable pricing is important to our members. The specific aim in 2015 is to decrease the difference between the clock and direct sales prices by a minimum of 10%;

4. Having satisfied customers is important to FloraHolland. The focus for 2015 is on reducing the number of product claims, assuring timely delivery of products after auction, improving the customer ratings in respect of our services and to conduct a member and customer satisfaction study;

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5. Absenteeism within FloraHolland should be equal to or lower than the 5% standard.

For 2015, €52 million is budgeted for investments, primarily concerning replacement investments for buildings and modernization investments for ICT. Objectives were also determined for the implementation of the FloraHolland 2020 strategy. The 2015 goal is to achieve the first solid results for the following long -term objectives:

1. Our European market share will have grown by 20% 2. Our members and their customers will give us at least an 8 in satisfaction

scores 3. Our costs will have been cut by a third 4. Pricing will be optimum and stable

The budget for 2015 includes €18 million for expected costs for the implementation of FloraHolland 2020. Additional investments can be decided upon in the course of 2015. In line with the FH2020 objective to lower costs by a third, a further decrease of the workforce in 2015 is provided for. A positive cash flow is budgeted for 2015 to further reduce the debt portfolio. The result being that a recalibration of the financing policy wi ll take place in 2015 where, again, the financing objectives, the desired ratio of equity and debt capital, and the members' financing ratio towards third party financing will be reviewed. For 2015, a growth in sales is assumed that is at least equal to the expected inflation development. This objective could be influenced by economic developments in Europe, the political situation in and between countries, and currency developments. There are also definite project objectives that have to be achieved wit hin the framework of FloraHolland 2020. For this purpose, the first five programs for the year 2015 have been set up:

1. The New Auction The New Auction is about organizing a physical marketplace in which good, stable pricing and a varied assortment are crucial. Currently, the clock frequently cannot achieve appealing, stable prices. The process of auctioning is relatively expensive. Since there is no ideal picture of the clock in the year 2020, we will talk with growers and customers first. Why, or why not, are they using the clock? How do they see the clock today and in the future? How can we make auctioning via the clock in the year 2020 appealing? We are also looking around us. What can you learn from comparable marketplaces? How do they manage to make the demand larger than the supply? And finally, we will analyze the data of our own clocks. When is supply and demand out of balance? Are there any constants to be observed and what is happening at those moments? Where this will lead is not yet clear. We wil l, however, state preconditions. The New Auction marketplace will ensure good and stable prices for the most varied assortment in the world and will be a third cheaper than the current clock. By the end of 2015, the outlines of that marketplace should be c lear. After that we will proceed with the implementation.

2. World Flower Exchange In 2020, a virtual platform will have been established, where €1 billion in turnover will be realized and where market-related knowledge, ideas and innovations will merge. To achieve this, we will also start by identifying the needs of growers and customers and exploring the environment. Although we are familiar with the

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technology needed to create a virtual platform, FloraHolland has insufficient experience using it. The quest to gain this experience will involve the question of how to optimally deploy platforms to ensure good flower and plant sales.

3. Consumer FloraHolland's intent is to contribute to a 20% increase in consumer spending on flowers and plants by 2020. What this requires is a good understanding of the consumer to be able to tempt them into buying flowers and plants. The chain is unanimous regarding this part of the strategy, which should make a generic, chain -wide approach possible. Collect knowledge first and then act on it within a new structure which has been set up together with the trade and in which FloraHolland wishes to be the driving force.

4. Simplification and standards FloraHolland is working on the development of modern, globally -applicable standards for production, products, IT and logistics that are also geared towards customers and end customers. Given the necessity of this, it is FloraHolland's ambition to play a very encouraging role. Consumers are becoming more and more aware of the environment. Corporate Social Responsibility (CSR) is therefore an absolute must. In this respect FloraHolland would like to take the lead and simplify its own chain processes.

5. Improve Together Within the context of the "Improve Together" employee program, we wish to make continuous improvements to our services by utilizing a univocal method based on customer needs. Although FloraHolland 2020 presents a univocal framework, it does not yet reflect the current operation of the company. As yet, it requires more unity, more thinking along the lines of the process and more customer -orientation – one theory, one set of resources and the utilization of the think ing power of all employees. In a vital organization filled with thinkers, the need to continuously improve oneself as well as one's environment becomes self -evident. People who continuously develop new best practices to further improve their services to gr owers and customers. Leading here are the core values Clarity, Sustainability, Service -orientation and Togetherness.

Being a good employer Wake-up call The campaigns in February were a wake-up call for the Management Board and management. The business side of the conflict was quickly settled once the unions and the auction returned to the negotiating table. Discontentment amongst the employees was dealt with during the campaigns and this approach was continued. The initiative was taken to arrange coffee break meetings for employees and managers. A Valentine's Day steering group comprised of employees and managers is searching for ways to improve the employee's position within the organization. Employees were involved in the development of the FloraHolland 2020 strategy. A new collective labor agreement (CAO) The new CAO is modern and will offer employees options. Employees can buy extra days off now, or take less days off and have them paid out. The possibilities of working at home (for functions that are not tied to a location or time) were expanded. The CAO established a full harmonization of the employment terms. Until now, there were pay differentials per location. Currently, all employees work under the same employment terms, irrespective of their location. The employment terms improvements (wage, schemes, social plan) established by the CAO remained within the scope set by FloraHolland.

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New pension scheme Changes in legislation and the expiration of the contract with the pension insurer forced FloraHolland to negotiate a new pension scheme with the trade unions. Both the employer and employee will contribute to the pension accrual. This contribution has been slightly increased by FloraHolland in the new scheme. What is important is that employees can choose to save to accrue additional pension. Furthermore, the financing of the pensions was arranged in the scheme and the agreements regarding existing pensions are still in force. Roll-out of Kompas A downsizing of 200 FTEs became necessary within the context of the Kompas long-term plan. This represented a radical change within the company as it concerned well-performing employees, many of whom had been with FloraHolland for many years. For these employees, a new and improved social plan was agreed upon. Many of them were assisted in finding positions elsewhere.

Sustainability, an industry responsibility The foundations of our sustainability policy For FloraHolland, Corporate Social Responsibility means a continuous and policy -based attention for people, the environment and society. The consumption of sustainably-produced flowers and plants contributes to a healthy quality of life for people. FloraHolland promotes sustainability in the production chain and the sales chain in the following ways:

The development of standards for sustainable floricultural production, logistics and sales.

The use of sustainable raw materials and resources in the production and sales of ornamental flowers and plants.

A sustainable logistics chain in the floriculture industry.

Contributing to the entrepreneurship to help increase the prosperity of the members, their employees and their families, in particular in developing countries.

Being a good employer.

Together with LTO Glaskracht and the VGB, FloraHolland initiated the set -up of a CSR report in 2014 in accordance with the industry's GRI (Global Report ing Initiative) standards. In addition to policy options, verifiable quantitative data plays a central role. In future annual reports, FloraHolland will refer to this CSR report for aspects regarding sustainability. This report is an important foundation for our sustainability approach. Developing standards In 2014, we strove to develop sustainability standards in three areas:

FloraHolland is a member of the Floriculture Sustainability Initiative (FSI), in which chain partners work on increasing sustainability with non-governmental organizations such as the World Wildlife Fund and Hivos. The FSI benchmark system ensures market transparency. It enables a fair comparison of the various national and international standards for sustainability. Throughout the industry, FSI picks up on the CSR problem areas in floriculture, such as water usage, working conditions and the use of pesticides. In the international FSI board, the producers of the northern hemisphere are represented by FloraHolland.

Together with MPS (Floriculture Environmental Program), FloraHolland encourages quality standards to be applied so that business can be done in an environmentally and socially aware manner. FFP (Fair Flowers Fair Plants) is used as a consumer label.

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FloraHolland facilitates the use of the Fair Trade quality mark by handling the financial administration of its members' Fair Trade transactions. This ensures that the extra payments to Fair Trade reach their proper destination.

Encouraging the use of sustainable raw materials and production aids In 2014, FloraHolland was either the leader or a participant in three initiatives regarding sustainable raw materials and resources:

Developing geothermal energy generation at Naaldwijk, which harnesses heat in the earth between the sub-Cretaceous and Triassic geological strata. Near the Naaldwijk auction complex and a few neighboring nurseries, these strata are two kilometers and four kilometers deep respectively.

The Bio-Based Economy for Floriculture program, previously led by the Horticultural Production Board (Productschap Tuinbouw). It involves the separation and extraction of useful substances contained in waste matter and subsequently increasing their commercial value by, for example, using them in non-chemical pesticide products and fertilizers. Furthermore, FloraHolland is partner in the Plant Compounds Knowledge Center (Kenniscentrum Plantenstoffen) and in the project Biobase Westland.

The CO2 industry tool. The PT's program has been adopted by FloraHolland for the floriculture industry because of its practicality. Entrepreneurs can use this tool to calculate the effect process adjustments (lights, heating, raw materials) will have on their CO2 emissions.

Local activities FloraHolland supports useful local sustainability projects wherever possible. An example is its participation in the "Green walls in the classroom" project of the municipality of Haarlemmermeer. Certain plants have a favorable influence on the air quality in classrooms. By positioning a wall of plants in a number of classrooms and by subsequently identifying the consequences you can simultaneously achieve two objectives: a better learning environment for school kids and more sales opportunities for plants.

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Corporate Governance in 2014 FloraHolland complied with the NCR corporate governance code applicable to cooperatives in 2014. On grounds of the therein stated ‘apply or explain principle’ we state, on our website, where we deviate from this code and our motivation for it. On 1 January 2014, FloraHolland was given its new governance structure and, with that, its new corporate governance. Within this governance structure, the General Members' Meeting (GMM), the Supervisory Board and the Management Board became the most important bodies. The Board of Members ceased to exist. The rules and regulations for all bodies and associated committees, in accordance with the NCR code, can be found on the website. A full overview of the compliance with the NCR code by FloraHolland can be found on the website on the Corporate Governance page. An overview of those sections that are not followed by FloraHolland and/or are not applicable, can be found in Appendix 2 of this annual report. By virtue of its scale, FloraHolland is a cooperative structure with a Supervisor y Board and a Works Council. The GMM is the body with the highest authority within the cooperative. The members appoint the Supervisory Board and the GMM Committee, prepare the annual accounts, determine the most important rates and assess large investments. Members’ voting rights are based on the accrued member capital over the years of membership and, therefore, on realized turnover in the past. The GMM convened three times in 2014. One GMM was fully dedicated to the proposal for financing the loss suffered in 2013. The GMM Committee, a separate committee of the GMM, recommends or opposes new Supervisory Board member nominations and determines the remuneration of the Supervisory Board members as well as the remuneration policy for the Management Board. Within the new governance structure and based on the Management Board regulations, the Management Board is ultimately responsible for managing the cooperative. In 2014 our Management Board was composed of a General Director and a Financial Manager. Together with concern managers they convened, at least on a weekly basis, within the FloraHolland Management Team (MT). The Supervisory Board (SB) oversees Management Board policy and the general state of affairs within the cooperative. The SB fulfills an advi sory function as well. The board initiated an Audit Committee, Cooperative Committee and Selection and Remuneration Committee, each with its own regulations. The advisory structure of FloraHolland Product Committees (FPCs), Regional Advisory Committees (RACs) and the Flowers and Plants Advisory Councils guarantees the influence of the members. Each product group has an FPC of cooperative members to advise the Management Board on product-related subjects. Outside the Netherlands, RACs in Israel, Kenya and Ethiopia advise the Management Board on regional issues. The Advisory Councils discuss matters extending beyond products and are comprised of members from the FPCs and members recommended by the Management Board. Our Management Board submits topics from the strategic agenda to the Advisory Councils and is advised on strategic and policy issues, regardless of whether such advice was asked for. The Management Board accepts these recommendations or explains its rejection of them.

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Strategic policy Strategic policy is formulated in the following way:

The Management Board prepares the strategic policy, translates it into plans and is responsible for their implementation.

The Advisory Councils review the intended Management Board policy choices. This can lead to a formal advice being issued to the Management Board. In certain instances, a committee of the Advisory Councils does the preliminary work.

The Supervisory Board members approve the strategic policy. In the policy -making process around strategic issues, the Supervisory Board is actively and thoroughly involved.

Remuneration Policy FloraHolland wants a transparent remuneration policy. The GMM Committee determines the limit of compensation for the Supervisory Board members and provides the parameters for the remuneration policy for the top of the organization. A benchmark study will be performed by an external bureau every three years. For years, we have been on the median of the general market for ultimately responsible Management Boards. De facto, it is the Supervisory Board that determines the Management Board's remuneration. The Management Board's remunerations follow the wage increases of the FloraHolland Collective Labor Agreement. Supervisory Board members receive a fixed annual compensation and no variable remuneration. The remuneration of the Management Board consists of a fixed and a variable part. The maximum variable remuneration of the General Director amounts to 30% of the fixed salary. The maximum variable remuneration of the Financial Director amounts to 20% of the fixed salary. In addition to salary, our Management Board members have the same additional employment benefits (such as pension) as other employees. The remunerations of the Management Board and the Supervisory Board are listed in the annual accounts. Risk Management and Control FloraHolland actively responds to risks that prevent it from achieving its objectives. The Management Board holds the ultimate responsibility for risk management and the operation of control systems. The implementation of these systems is the responsibility of the Management Board and the company. Supervision is in the hands of the Supervisory Board. We have an ‘internal control framework’ of important risk management and control systems, which is now described for 2014. The external auditor The audit of the annual accounts was performed by auditing company EY in 2014 in the usual manner. The reports of the annual accounts audit were discussed with the Audit Committee according to schedule. Internal Audit Department The Internal Audit department monitors the internal control and administrative organization of FloraHolland. They prepare an annual audit plan according to a risk assessment and which includes subjects that are audited or advised upon. Internal Audit also carries out risk assessments and analyses in collaboration with business controllers and the external auditor. The Internal Audit manager informs the Audit Committee on internal control subjects on a regular basis.

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Controlling financial process risks As an instrument for the control of financial processes, each business unit of FloraHolland is acquainted with a process risk model which states the processes together with associated financial risks and the degree of control. The process risk models were actively managed in 2014. Insufficiently controlled risks were reported in the internal management letter to Management and the Management Board and discussed with the Audit Committee. The follow-up of the recommendations is part of the annual plan of the business components and is intensively monitored and reported upon. Planning and governance cycle FloraHolland has a well-balanced planning and governance cycle in place. Much attention is paid to strategy and policy development, in which members play an active role. The strategy is translated into the long-term plan, which can be adapted each year to form annual plans with annual budgets. The results realized during the year are periodically compared to annual plans and budgets and incorporated in financial reports. Forecasts are made in spring and autumn. At the end of the financial year, the annual accounts and the annual report are prepared and submitted to the GMM for approval. The planning and governance cycle functioned well in 2014. The basis for the 2014 annual plan and budget was Kompas 2013. The FloraHolland 2020 strategy was developed and determined in 2014. This will be further elaborated on in the Management Board report. Controlling specific financial risks The treasury team, under the leadership of the Financial Director, controls the liquidity, credit, interest rate and foreign currency risks. On the basis of the treasury policy, risks are covered by financial instruments. The Energy Team limits the price risks involved in the purchase of energy. The Strategic Accounts Recei vable Consultation determines the debt risks policy executed by the Finance and Commerce departments. The Real Estate Consultation discusses the risks relating to real estate. The valuation of real estate was discussed in detail in this consultation in 2014. This led to the depreciation of land in Naaldwijk. In the explanatory notes to the annual accounts the financial risks are described in more detail. Controlling specific operational risks Operational risks such as accidents and emergencies are covered by Company First Aid, Company Security and the Company Fire Brigade (in Aalsmeer and Naaldwijk). Up to date company emergency plans are in place. The annual crisis management trainings were held. Insurance portfolios that cover damage by disaster a re actively managed. For the management of Occupational Health & Safety and environmental risks, reference is made to the Occupational Health & Safety & the Environment 2014 Annual Report that has been published on the website. Controlling fiscal risks Fiscal audits are conducted each year as part of the annual audit plan. An audit of payroll tax was conducted in 2014. Recommendations from previous VAT audits were followed. The status of the follow-up of the recommendations from audits is being actively monitored. Controlling ICT risks EDP (Electronic Data Processing) audits are conducted according to our long -term vision. The data warehouses and UKOA were audited in 2014 and a start was made with the audit of the new Fans invoicing system. The I&A department and Internal Audit actively monitor the follow-up of the recommendations of these audits.

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The FloraHolland risk management cycle. Annually, the business components as well as the FloraHolland MT complete the integral risk management cycle under the guidance of Internal Audit. Within this cycle, the risk overviews are kept up-to-date and the control is assured as required. The image shows the steps of the cycle.

Relevant risks in 2014 The new FloraHolland 2020 strategy will provide FloraHolland with a starting point and direction for the coming years. Its implementation was partly dictated by the strategic market risks listed below, which were recognized by the Management Board and Supervisory Board members in recent years:

Increase in direct sales and decrease in use of the auction clock;

Less value added by FloraHolland due to curtailing the chain/too expensive services;

Direct sourcing/increased NAT;

Decrease in awareness of added value of cooperative enterprise/members leaving the cooperative;

Loss of leading position in pricing;

Increase in complexity due to customized services and internationalization;

Sufficient backing of members in decision-making. FloraHolland 2020 makes these strategic market risks easier to manage. In additi on, there are corporate risks that threaten the strategic goals. In December, the MT discussed a risk analysis of FloraHolland 2020 conducted by Internal Audit and on that basis stated the following four, most important risk clusters for the realization of the ambitions: 1. ICT/virtualization: ICT is too complex, virtualization too slow, the cannibalizing

effect of virtualization; 2. Ability to change; organization cannot handle the change, innovation capacity

too small, too little focus, internally focused. 3. Competencies: insufficient knowledge/competencies in house; 4. Cooperative: fast increase in direct sourcing/NAT, added value of cooperative

enterprise less self-evident.

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From the start of FloraHolland 2020 in 2015, the management of these risks has been incorporated in the governance cycle of the programs. Explanation There were no essential shortcomings detected in the existing risk management and control systems in 2014. The system were not fundamentally changed. However, in 2015 there will be more attention paid to controlling the risks resulting from legislation and regulations by the appointment of a compliance officer. In respect of financial reporting risks, the Management Board declares that internal risk management and control systems provide a reasonable degree of certainty. The financial statements do not contain any errors of material importance. The risk management and control systems were working properly.

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GMM Committee report The GMM Committee convened five times in 2014. These meetings a lways take place in the presence of the chairman of the Remco and the secretary of the SB, who is also the secretary of the GMM Committee. The committee spoke several times on its tasks and responsibilities. In addition to ensuring that the GMM proceeds smoothly (agenda, voting process and minutes), the committee's most important tasks are determining the compensation for the SB and the remuneration policy for the Management Board (see Selection and Remuneration Committee report). The committee also exercises the right of recommendation in the event of vacancies in the SB, and the right of objection when SB candidates are nominated. Within that context, the GMM Committee has spoken to the two Supervisory Board members that were eligible for re-appointment in December 2014 according to the resignation roster. This is a good way for the committee to gain more insight into the knowledge, experience and ideas of the candidates. The committee has expressed its confidence in the candidates. In the beginning of the year under review, the committee made a decision regarding the limit of the SB's compensation. The decision covers the years 2014 -2016. FloraHolland's Supervisory Board members will receive a standard compensation of €30,000 annually. This is an all-in compensation (excluding any travel expenses) on the basis of an invoice. A different compensation applies to the SB Committee membership and SB chairmanship, as is the case for the positions of chairman and vice-chairman.

Function Vergoeding

Members audit committee 5,000

Chairman audit committee 10,000

Members other committees 3,000

Chairmen other committees 7,500

Vice chairman Supervisory Board 5,000

Chairman Supervisory Board 20,000 + variable fee based on time use (to be determined later by GMM Committee).

The committee further discussed and decided on the remuneration policy of the Management Board, as also stated in the Selection and Remuneration Committee (Remco) report. One of the committee members withdrew at the beginning of March 2015. The committee has taken cognizance of the personal considerations of the relevant member, and although they regret the decision, they do respect it. The committee is currently looking for a successor. Ad van Marrewijk, GMM Committee Chairman

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Supervisory Board report FloraHolland employed a new governance structure in 2014. The ultimate responsibility for the company lies with the Management Board and no longer with the Board of Members. A Supervisory Board, with a member majority, actively monitors the work of the Management Board. The new board is composed of members of the former Cooperative Board, members of the 'Old-style' Supervisory Board and two newly appointed members. Preparations for the new structure began in 2013, in which year the Supervisory Board appointed a vice-chairman (Mariëlle Ammerlaan), in addition to the chairman chosen by the members. At the same time a Cooperative Committee, an Audit Committee and a Selection and Remuneration Committee were established, each with its own regulations. The Supervisory Board convened twelve times in 2014. This included three extra meetings that took place due to the state of affairs regarding the 2013 profit allocation proposal. A multitude of other subjects was discussed during the meetings. A selection from these subjects:

What was frequently considered, was the state of affairs within the company on the basis of period reports of the Management Board and by relating the company's critical performance indicators (KPIs) to reality. As a group and individually, the board is in regular contact with members and customers, attends meetings and meets with the Works Council a few times a year. In this way they are well informed as to what goes on in the company and it enables them to closely monitor any developments.

The developments within the real estate portfolio were closely monitored. Renovation and expansion projects were agreed upon (particularly for trading partners), as was the handling of the sale of the complex in Venlo and the intention to sell the complex in Bleiswijk.

The members/non-members policy was repeatedly discussed in detail. FloraHolland 2020 has chosen for an open marketplace and to make the auction clock accessible to non-members. The Supervisory Board supports that vision, but sees the need for a good tool to make supply agreements and to prevent supply excesses.

Members were able to follow the GMM by webcam. A pilot took place in 2014, where members in Kenya could vote remotely.

The Supervisory Board was continuously and intensively involved in the development of the new FloraHolland 2020 strategy and for this purpose, it convened on a number of occasions outside of the regular meeting schedule. The Supervisory Board shared the Management Board's concern about the need for a new strategy. The Netherlands' floriculture sector needs a clear vision. The Supervisory Board supports FloraHolland's choice to be primarily a marketplace and to collaborate with chain partners to discover more about the consumer. The Supervisory Board expressed its appreciation for the way in which the process progressed. Its conclusion was that, among other things, the different attitude of FloraHolland had led to more unity within the sector; a unity that is necessary to keep both the FloraHolland cooperative and the sector as a whole, strong, vital and profitable.

Franswillem Briët withdrew as Supervisory Board member in December. His successor will be appointed in the spring General Members' Meeting of 2015. The Supervisory Board started the procedure for this in January.

The functioning of the new governance structure was reviewed in February 2015 under the leadership of an external process counselor. All involved bodies and members that showed interest were given the opportunity to participate in this discussion and make their opinions known. The outcome of the evaluation was presented during the region meetings by the SB.

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Audit Committee report The Audit Committee convened six times in 2014. Five meetings were planned in advance with one extra meeting to decide on how to cover the 2013 loss. Meetings of the Audit Committee always take place in the presence of the external auditor (EY), the Financial Director and the Finance Manager. Each meeting is followed by a private meeting of the Audit Committee with the external auditor. Depending on the subject, outside experts and/or employees from the organization are invited. The internal auditor is present during part of each meeting. All committee members were present at the meetings in 2014. The committee can look back on an intense and good start in the first year of its existence. The committee is kept properly up -to-date by the Management Board. To deepen the knowledge present in the committee, certain members received training. Many subjects were discussed during the year under review, including:

The methods and responsibilities of an audit committee

The auditor's report and the 2013 annual accounts

The methods of the Internal Audit department and the audit plan

The auditor's fee

Enriching the FloraHolland 2020 business case

The outcome of the IT audit and the 2015 budget

FloraHolland's administrative organization

The auditor's management letter

The selection of a new external auditor due to rotation

Selection and Remuneration Committee report

The Selection and Remuneration Committee (Remco) convened four times in 2014. The meetings always take place in the presence of the General Director and the HR Concern Manager. Outside experts are invited dependent on the subject. The chairman of Remco, Mr Franswillem Briët, announced his premature resignation in the autumn of 2014. He resigned as of the GMM of December 2014. The chairmanship is temporarily being held by Mr Joris Elstgeest. They are currently looking for a new external Supervisory Board member. The most important subject of the committee in 2014 was the remuneration of the statutory Management Board. For this reason, FloraHolland has a benchmark study conducted (market comparison) once every three years. This benchmark study was conducted by the HAY Group. Just as the last time, the Remco chose to have a comparison made to the group of statutory administrators in the Dutch market. For many years now, it has been FloraHolland's policy to compensate according to the median of the reference group, provided all performance agreements (KPIs) are realized. As the rules state that the GMM Committee determines the remuneration policy of the Management Board, the Remco presented this choice to the GMM Committee, which approved this policy. Based on the results of the benchmark study, there is no reason to adjust the fixed salary or the variable short-term remuneration (FloraHolland; General Director 30% max., Financial Director 20% max.). The benchmark study did, however, reveal that the total package is below the median. This is caused by the fact that FloraHolland does not have a variable long-term remuneration. To rectify this, the Remco suggested the initiation of a variable long-term remuneration as of 2015 with the same percentages as the variable short-term remuneration. The GMM Committee and the entire SB concurred. The payment of the variable long-term remuneration depends on the strategy objectives being realized and will take place once every three years.

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At the start of 2015, the SB approved the realization of the short-term KPIs over 2014 at 70%, as was suggested by the Remco. New short -term KPIs for 2015 were also established with the approval of the SB. This committee further discussed the HR policy and the development of the management. All committee members were present at the meetings in 2014.

Cooperative Committee report The Cooperative Committee convened four times in 2014. Meetings always take place in the presence of the General Director, the Cooperative and Communication Manager and the secretary of the SB. In contrast to the other two SB committees, there are few other organizations that have a similar committee. For this reason, the committee first discussed its work method and the delineation of its tasks. Important themes for the Cooperative Committee are the members' policy and members' involvement. The rates also fall within the scope of the committee, as do the commercial regulations, the latter referring to internal procedures, management and transparency. The committee never discusses individual cases. One of the roles the committee fulfills is that of an appeal body for disputes between the Management Board and the members. The committee dealt with one such case in 2014. Due to the decision of the Management Board to r efuse membership to a company, a hearing was held. The committee heard both the complainant as well as the company and endorsed the Management Board's decision. Other discussions in 2014 referred to the member/non-member policy, the GMM remote voting pilot, and the mutations (including the cancellations) within the entire FloraHolland membership. Discussions were also held on the subjects within FloraHolland 2020 that could be of importance to this committee, and which will require further scrutiny when elaborated on. The committee also reviewed its own performance. All committee members were present at the meetings in 2014.

Recommendations of the Supervisory Board The Supervisory Board has taken account of the FloraHolland 2014 annual accounts prepared by the Management Board and checked by the auditor. These annual accounts consist of the balance sheet as at 31 December 2014 and the profit and loss account for the 2014 financial year with an explanatory note. On the basis of the supervision it has exercised, the Supervisory Board endorses the annual accounts included in this annual report and has, therefore, signed off on the report. The proposal is made to the General Members' Meeting to adopt the 2014 annual accounts, to discharge the Management Board of liability for the policy it pursued in the 2014 financial year, and to discharge the Supervisory Board with regard to the supervision it maintained thereupon. The Supervisory Board members expressed their appreciation of the Management Board and the employees for the attained results and for the manner in which the company has performed during 2014. Bernard Oosterom, Chairman Aalsmeer, 15 April 2015

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Financial statements 2014 Consolidated balance sheet as at 31 December 2014

explanation

2014 2013

Assets

Fixed assets

Intangible fixed assets (1)

496 5,798

Tangible fixed assets (2)

Land

113,198 121,833

Buildings

364,270 380,132

Machinery and equipment

92,685 103,736

Miscellaneous capital assets

78,182 91,055

Land and capital assets under construction

127,251 122,392

775,586 819,148

Financial fixed assets (3)

Participating interests

15,202 17,030

Amounts owed by participating interests

4,778 5,622

Other receivables

115

166

20,095 22,818

Current assets

Receivables

Trade receivables

76,523 72,897

Amounts owed by participating interests

109

957

Deferred tax assets

1,250 1,577

Other receivables and accrued assets (4)

18,908 32,391

96,790 107,822

Liquid assets

9,872 9,252

Total

902,839

964,838

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explanation

2014 2013

Liabilities

Group equity

Equity (5)

211,224 206,744

Minority interests (6)

2,286 1,976

213,510 208,720

Provisions (7)

Deferred tax provision

1,687 3,371

Reorganization provision

7,367 21,903

Other provisions

5,942 5,286

14,996 30,560

Long-term liabilities

Member Loans * (8)

175,382 171,506

Liquidity contribution * (9)

44,759 32,914

Voluntary (member) loans * (10)

8,334 8,659

Supplier loans * (11)

6,442 8,657

Long-term bank loans (12)

122,571 150,288

357,488 372,024

Short-term liabilities

Credit institutions including repayment obligations (13)

76,916 60,092

Debts to members/non-members (14)

57,256 103,998

Debts to participating interests

- 156

Other creditors

40,996 49,448

Deposits

81,474 77,499

Other debts and accruals (15)

60,203 62,341

316,845 353,534

Total

902,839 964,838

* Subordinated loans. Together with the group equity, these form the liability capital,

which at the end of 2014 stood at €446.1 million (2013: €428.5 million).

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Consolidated profit and loss account 2014

explanation 2014

Before exceptional

items Exceptional items 2013 2013

Operating income

Commission payments * 105,149 108,757 - 108,757

Contributions 8,745 8,903 - 8,903

Lot and auction trolley levies 69,142 69,874 - 69,874

Transaction and service levies 24,655 21,557 - 21,557

Packaging 53,122 51,677 - 51,677

Trolley and CC (container) rentals 25,355 24,340 - 24,340

Subletting of real estate 53,623 52,203 - 52,203

Various incomes ** 53,628 53,710 - 53,710

Allocation of the liquidity contribution - - 10,975 10,975

393,419 391,021 10,975 401,996

Operating costs

Wages and salaries (16) 141,738 153,150 21,950 175,100

Social security expenses 21,357 20,568 - 20,568

Pension contributions 13,593 14,479 - 14,479

Depreciation and other amounts written off 82,559 79,038 10,000 89,038

Miscellaneous operating costs * ** 109,398 102,246 - 102,246

368,645 369,481 31,950 401,431

Operating profit 24,774 21,540 -20,975 565

Financial income and expenses:

Interest expenses and similar expenses -18,747 -19,028 - -19,028

Interest income and similar income 3,688 2,713 - 2,713

-15,059 -16,315 - -16,315

Profit before tax 9,715 5,225 -20,975 -15,750

Profit from participating interests 2,681 1,466 -5,500 -4,034

Company tax (17) -2,488 -891 5,244 4,353

Minority interests -349 -150 - -150

Profit after tax 9,559 5,650 -21,231 -15,581

* In contrast to the 2013 financial statements, not included in the exeptional items column.

** The comparative figures for 2013 have been adjusted for comparative purposes as a result of change in the consolidation of the FloraHolland Group.

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Consolidated cash flow statement 2014 (amounts x € 1,000)

2014 2013

Operational activities Operating profit 24,774 565

Depreciation and other amounts written off 82,559 89,038

Change provisions -13,400 22,322

93,933 111,925

Change in working capital Decrease/increase trade receivables -3,626 -7,902

Decrease/increase receivables on participating interests 848 136

Decrease/increase other receivables 8,250 -6,945

Decrease/increase debts to members/non-members -46,742 9,853

Decrease/increase creditors -8,452 -6,713

Decrease/increase debts on participating interests -156 -54

Decrease/increase deposits 3,975 581

Decrease/increase other debts 2,158 -5,390

-43,745 -16,434

Interest received 3,688 2,713

Dividend received 2,387 -

Paid interest -19,027 -20,626

Corporate tax paid -1,061 -601

-14,013 -18,514

Cash flow from operational activities 36,175 76,977

Investment activities Investments in tangible fixed assets -35,436 -66,038

Divestments in tangible fixed assets 3,356 8,509

Acquisition of group companies -3,442 -

Acquisition non-group companies -51 -141

Disinvestment in other financial fixed assets 1,560 1,204

Cash flow from investment activities -34,013 -56,466

Financing activities Change current account credit 19,876 -47,112

Drawn long-term loans - 65,000

Repayment long-term loans -30,826 -33,681

Liquidity and capital contributions 44,759 32,914

Voluntary (member) loan -325 -44

Repayment of member loan -30,302 -30,570

Repayment to participation reserve and capital contribution -4,724 -2,993

Cash flow from financing activities -1,542 -16,486

Net cash flow 620 4,025

Position of liquid assets as on 1 January 9,252 5,227

Position of liquid assets as on 31 December 9,872 9,252

Change liquid resources 620 4,025

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Consolidated statement of comprehensive income 2014

(amounts x €1,000)

2014 2013

Consolidated net profit after tax 9,559 -15,581

Total of the direct change in the

equity as part of the group equity - -

Total result 9,559 -15,581

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Explanatory notes to the consolidated figures 2014

General notes Goals The Koninklijke Coöperatieve Bloemenveiling FloraHolland U.A., hereinafter FloraHolland, is a cooperative with an excluded liability for its members. The cooperative wants to achieve the highest yields at the lowest realizable marketing costs for its members by organizing a series of marketplaces, both virtual and physical, and related services and facilities. Members of the cooperative can be natural persons and legal entities, who are active in one or more companies, where ornamental plants or flowers are grown. FloraHolland Aalsmeer's registered office is in Aalsmeer and the office address is: Legmeerdijk 313, 1430 BA Aalsmeer, The Netherlands. Liability of the members of the cooperative FloraHolland has a statutory exclusion of liability in favor of its members. This means that the members of the cooperative are not to be held responsible for unrecoverable losses other than cooperative financing in the form of a participation reserve and subordinated member loan. The participation reserve formed from the profit result in the name of its members is part of the equity of the cooperative. An annual amount in the participation reserve allocated from a positive annual result can, following a proposal from the Management Board of the cooperative and on approval by the General Members' Meeting, be made payable after twenty years. In addition, each member of the cooperative participates in the member loan by contributing a percentage of the sales of their products settled via the cooperative. This percentage is based on a proposal by the Management Board and determined by the General Members' Meeting. The member loan is subordinated to claims of creditors and other providers of debt capital. The pay-out of the member loan can be postponed if proposed by the Management Board and approved by the General Members' Meeting on the expiration of the loan term of the respective year. Standards applied The annual accounts have been prepared in accordance with the statutory provisions of Section 9 of Volume 2 of the Dutch Civil Code (BW). For the sake of understanding, the presentation of the profit and loss account deviates from the prescribed models in the model accounts resolution because of t he special character of the operational activities. The amounts included in the notes are expressed in thousands of euros, unless stated otherwise. "The result" is taken to mean the result including exceptional items, unless otherwise stated. The amended directive regarding the process and explanation of derivatives (RJ Statement 2013-15 Directive 290 Financial Instruments), which is applicable from 1 January 2014 onwards, has been followed in these annual accounts. In order to meet the RJ290 directives, FloraHolland applied a negative equity correction of €1.6 million to its own equity on 1 January 2014. At the end of 2014, €1 million became available in favor of the result.

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Consolidation principles FloraHolland and its group companies, with which FloraHolland forms an organizational and economic entity (collectively, "the Group"), are included in the consolidated annual accounts 2014. Group companies are companies in which FloraHolland directly or indirectly has a controlling interest in their governance and financial policies. Controlling interest is assumed if FloraHolland owns more than 50% of the share capital, or owns particular and special rights, such as potential voting rights that can be exercised directly so that such a company must only be co nsidered as a group company. The group companies form an integral part of the consolidated annual accounts. The share of third parties in the equity and results is listed separately. Inter -company transactions and mutual claims and liabilities are eliminated. Consolidation and de-consolidation take place at the time of acquisition or alienation of the controlling interest. On the basis of the established FloraHolland 2020 strategy, a change took place in the composition of the FloraHolland Group. A participating interest in which FloraHolland already had the majority of control was added to the FloraHolland Group in 2014 and as a result, was completely consolidated in 2014. For comparison purposes, the figures for 2013 have been adapted. This has no impact on the profit and equity. The group companies are included in the consolidated annual accounts according to FloraHolland's accounting policies for valuation and result determination. In the organizational structure, FloraHolland has chosen to accommodate the activities that are directly subservient to its core activities in the cooperative. Subservient activities not directly linked to the auction activities of the company, together with a number of other financial interests, were accommodated in participating interests.

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The accounting policies for the valuation of assets and liabilities, result determination and cash flows General The accounting policies for the valuation of assets and liabilities and determining the results are based on historical costs. The assets and liabilities are recorded at amortized cost, unless stated otherwise. An asset is recorded in the balance sheet when it is probable that future economic benefits will flow to the company and its value can be reliably determined. A liability is recorded in the balance sheet when it is probable that the settlement thereof will go hand in hand with the outflow of resources and the extent of the amount can be reliably determined. Intangible fixed assets The intangible fixed assets are valued at acquisition price reduced by depreciation and any impairment of assets. The annual linear depreciations are based on the estimated useful life of 10 years. Particular impairment can occur if there are changes or when circumstances arise which suggest that the book value of an asset will not be (fully) recovered. Tangible fixed assets The tangible fixed assets are valued at their historic acquisition price or manufacturing price and are reduced by depreciation and any impairment of assets. The annual linear depreciations are based on an expected economic useful life of buildings and land aged 10-33 1/3 years, and of machinery and installations and other capital assets of 5 to 10 years. Assets not used in the business operations are not depreciated. Particular impairment can occur if there are changes or when circumstances arise which suggest that the book value of an asset will not be (fully) recovered. (See also note on page 37, risks on impairment of fixed assets.) One third of the free land in Aalsmeer and Rijnsburg is allocated for sale to third parties, not being trading partners. Two thirds of its free land is kept either for future sale to trading partners or for own use. Of the free land in Naaldwijk, 38% is allocated for sale to third parties and 62% is kept either for future sale to trading partners or for own use. This led to a depreciation of €3 million of the free land in Naaldwijk (TPW) in 2014. The free land either allocated for sale to trading partners or for own use in Aalsmeer, Naaldwijk and Rijnsburg is considered economically interchangeable. Future sale of land, regardless of whether this is an area in Aalsmeer, Naaldwijk and Rijnsburg, will be based on an average cost. The (commercial) result comprises the difference between the yield and the number of square meters sold at an average cost price. Free land allocated for sale to third parties is not considered economically interchangeable and is valued at the historical cost price per location after the deduction of impairments of assets.

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Financial fixed assets Participating interests, in which a significant influence on the financial and business policy is exercised, are valued according to net asset value. Significant influence is in any case assumed to be present with a shareholders' interest of more than 20%. The net asset value is calculated in accordance with the accounting policies that apply to these annual accounts. If the valuation of a participating interest is negative according to the net asset value, it is then valued at zero. If and to the extent that, in this situation, FloraHolland vouches fully or partially for the liabilities of the holding, or if it is of the firm conviction that it can enable the holding to pay its debts, the necessary provisions will be made. Holdings in which no significant influence on the financial and business policy is exercised, are valued at acquisition price after the deduction of any write -offs due to enduring impairment deemed necessary. Claims included under financial fixed assets are valued at amortized cost price, possibly adjusted with provisions that have been deemed necessary for bad and doubtful debts. Receivables and liquid assets Receivables are stated at nominal value, possibly adjusted with provisions that have been deemed necessary for bad and doubtful debts. Receivables and liquid assets are freely available. Inventory and projects in progress Inventory is valued at acquisition price, possibly adjusted with provisions that have been deemed necessary for unmarketable stocks. The projects in progress, consisting of returns from services that have yet to be invoiced, are valued at their estimated market value. Revenues are accounted for according to the progress of the projects. Provisions Provisions are formed for liabilities and losses that existed at the balance sheet date, the amount of which is uncertain, but can reliably be estimated. The scope of the provision is determined by estimating the amounts deemed necessary to settle the relevant obligations and losses. Pensions The group provides two pension schemes. FloraHolland has a defined benefit pension scheme (a career average pension scheme), the nominal entitlements of which have been insured using a separated investment portfolio administered by an insurer. The defined benefit pension entitlements will be funded by way of annual pension payments to the insurer. The coverage ratio amounted to 113.6% at year -end 2014. The coverage ratio is well above the minimum target of 105.0% set by the Dutch Central Bank. Pensions were not indexed in 2014. In addition, Hobaho Horti Groep BV has an industrial sector pension fund to which the Suwas ruling applies. On the basis of the current RJ guidelines, the obligations system is used. For both pension schemes, it is the case that the premium payments are recognized as an expense in the year to which they relate. Anniversaries The anniversaries provision concerns costs of future anniversary benefits attributable to past years of service, taking into account the risk of interim retirement and death. Deposits Deposit liabilities are stated at the deposit value of reusable packaging in circulation at the balance sheet date, after the deduction of an estimated amount for packaging that will not return.

35

Leasing The assessment of whether an agreement contains a lease is made on the basis of economic reality at the moment of entering into the contract. The contract is classified as a financial lease agreement if the fulfillment of the arrangement is dependent on the use of a specific asset or if the contract includes the right of use of a specific asset. In the case of operational leasing, the lease payments are to be charged linearly over the lease period to the profit and loss account. Result determination The result, being the balance of the company's operating assets and liabilities for the financial year, is allocated in the year to which it relates. Operating assets ('profits') are taken into account insofar as they are realized at the bala nce sheet date. Operating liabilities ('losses'), which originate before the end of the year under review, are processed if and insofar they become disclosed for the completion of the annual accounts. Profit from participating interests The share of holdings, in which the group has no controlling interest, is taken into account in the profit and loss account based on net asset value. To the extent that the assessment was not calculated in accordance with the net asset value, the result is calculated based on dividends received during the year under review together with possible value adjustments. Taxes The taxation of the company is calculated on the basis of the accounted for result, taking account of tax exempt items and wholly or partially non -deductible expenses. For taxable or deductible temporary differences, a deferred tax liability or deferred tax asset is recognized. The deferred tax liability will be stated under current assets if this liability is deemed to be eligible for future settlement. Inso far as fiscal profit will be available for settlement purposes in the future, a deferred tax liability for available forward loss compensation was recognized. The deferred tax assets and liabilities are stated at nominal value, based on the current 25% tax rate. Cash flow statement The cash flow statement has been drawn up according to the indirect method. The liquid assets in the summary consist of readily available funds. Revenues and expenditures relating to interest and taxes are included in the cash f low statement from operational activities.

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Derivatives and financial risks Derivatives FloraHolland neither keeps financial instruments for trading purposes, nor does it issue them. Management of foreign currency risk Transactions in foreign currencies take place only to a limited extent. Also, assets and liabilities are generally denominated in euros. Accordingly, the foreign currency risk is limited. Management of interest rate risks FloraHolland follows the market interest rate developments closely. The policy of FloraHolland on interest rate risk is intended to provide an early awareness of interest rate fluctuations. The policy aims at largely covering interest rate risks with so-called interest rate swaps. The interest rate swaps are part of an ef fective hedging relationship in which cost-price hedge accounting is applied. With cost-price hedge accounting, the interest rate swaps are valued during the term at the historical cost price. Value adjustments are not accounted for in the profit and loss account. Application of RJ Directive 290 The amended directive regarding the process and explanation of derivatives (RJ Statement 2013-15 Directive 290 Financial Instruments), which is applicable from 1 January 2014 onwards, has led to a change in system for these annual accounts. Furthermore, information about risks and ineffectiveness will be provided in the explanatory notes.

Liquidity risk management Supplementary agreements on FloraHolland's credit ratings have been made with credit institutions regarding bank financing, as well as on the conditions under which they are to be made available. For bank financing no collaterals have been issued as security. Default risk management To manage the risk of irrecoverable debtor claims, this issue is cont inuously monitored. The services provided by FloraHolland are spread over a large group of customers so that there is no question of a large concentration of accounts receivable claims. A predominant portion of the accounts receivable claims is covered by (un)limited non-reversible statements and a credit insurance policy has been provided incase 14 day credit is granted for FloraHolland Connect purchases. Risks of impairment of assets regarding buildings and land An important component in the strategy of FloraHolland, is to offer attractive physical marketplaces in order to optimally facilitate and bind 'the trade'. This strategy generates significant investments in assets, in particular buildings and land. In this regard, FloraHolland has a long-term vision, in which, however, due to market conditions and developments in the financial and real estate markets, fluctuations in the medium and long term in the valuation of the fixed assets cannot be ruled out. Despite this long-term vision, these fluctuations can therefore lead to particular impairments.

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FloraHolland periodically assesses its policies on depreciation, valuation principles and investments, in particular in relation to investments in buildings and land, in order to reduce the risk of impairment of assets. To assess whether impairment of assets is required, FloraHolland periodically weighs the book value against the cash flows to be realized according to the following asset classes: 1) export location market centers; 2) domestic market centers; 3) free land for sale to trading partners and 4) for sale to third parties; and 5) individual properties at the marketplaces that are separately identifiable and exploitable.

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Explanatory notes to the consolidated balance sheet 2014

Fixed assets Intangible fixed assets (1) The composition of the book value at the balance sheet date and its development is as follows:

2014 2013

Position as on 1 January 5,798 5,940

Changes:

Investments - 503

Depreciations and changes in value -5,302 -645

Position as on 31 December 496 5,798

Cumulative purchase cost 6,853 6,853

Cumulative depreciations and changes in value

-6,357 -1,055

Position as on 31 December 496 5,798

Concessions relate to grower's rights, plant varieties and packaging. Intangible fixed assets are written off after 10 years. A revaluation of the packaging concessions took place in 2014. This led to a depreciation of €4.7 million. The availability of a ‘profit rights reservation’ lim ited the impact on the result to €2.2 million.

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Tangible fixed assets (2) The composition of the book value at the balance sheet date and its development is as follows:

2014

Land Book value

at beginning of year Investments Transfers

Depreciation & value

adjustments Disinvest

ments

Book value at end of

year

Land 93,214 389 -4,518 -137 -424 88,524

Land provisions 28,619 429 -147 -4,227 - 24,674

Subtotals 121,833 818 -4,665 -4,364 -424 113,198

Buildings 380,132 12,589 8,328 -36,598 -181 364,270

Machinery & equipment 103,736 3,248 1,910 -15,603 -606 92,685

Miscellaneous capital assets

ICT equipment 19,822 2,406 980 -8,297 - 14,911

Logistics resources and packaging

71,233 3,227 1,878 -13,067 - 63,271

Subtotals 91,055 5,633 2,858 -21,364 - 78,182

Not used in the business operations

Land for free sale 80,452 - - -3,000 -84 77,368

Assets under construction 26,224 18,435 -23,336 - -83 21,240

Land and buildings for free sale

15,716 - 14,905 - -1,978 28,643

Subtotals 122,392 18,435 -8,431 -3,000 -2,145 127,251

2014 Totals 819,148 40,723 - -80,929 -3,356 775,586

2013 Totals 849,564 66,038 - -87,945 -8,509 819,148

Land Buildings

Machinery &

equipment

Other fixed

operating resources

Not used in the

business operations 2014 2013

Cumulative acquisition value

162,857 1,027,064 421,017 287,338 140,251 2,038,527 2,049,171

Cumulative depreciation & value adjustment

-49,659 -662,794 -328,332 -209,156 -13,000 -1,262,941 -1,230,023

Position as on 31 December

113,198 364,270 92,685 78,182 127,251 775,586 819,148

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The composition of the book value at the balance sheet date for free sale of land is as follows:

Number m2 (x 1000) Book value

FloraHolland 937 75,966

Greenparc V.O.F. 106 1,402

Position as on 31 December 1,043 77,368

The land available for free sale are grounds that are free to be sold to trading partners and third parties. In 2014, an impairment of assets valued at €3 million was processed at the expense of the free land for sale to third parties in Naaldwijk. Free land for sale to trading partners is kept for future issuance to FloraHolland customers in support of its position as a central marketplace. Assets under construction relate to investments which are not yet in use at the balance sheet date. The investments put to use during the year are allocated to the correct asset category via the column 'transfers'. Investments utilized in 2014 are, among others, the Florists' Clock in Naaldwijk, the restructuring of the flower distribution Aalsmeer (HDB) and fire alarm & evacuation systems. Investments that were not yet utilized by year-end 2014 are, among others, the renovation of the parking roof, investments in fire alarm & evacuation systems and the renovation of the cooling units. The land and buildings available for free sale concern fixed assets for sale to trading partners and third parties that are not trade partners. The tangible fixed asse ts of the Bleiswijk location were included in this category. Tangible fixed assets are depreciated on the basis of their estimated useful lives:

- Assets not used in the business operations will not be depreciated. - Buildings and land: depreciation over 10-33 1/3 years. - Machinery and equipment & other fixed assets: depreciation over 5 -10 years.

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Financial fixed assets (3) The composition of the book value at the balance sheet date and its development is as follows:

Participating

interests

Amounts owed by

participating interests

Other receivables 2014 2013

Position as on 1 January 17,030 5,622 166 22,818 29,474

Changes:

Investments 51 - - 51 141

Disinvestments -1,833 - - -1,833 -2,624 Profit from participating interests 2,681 - - 2,681 -4,034

Change loans and dividends - -177 -30 -207 1,420

Impairments of assets -340 - -21 -361 -1,559

Dividend distribution -2,387 - - -2,387 -

New consolidation - -667 - -667 -

Position as on 31 December 15,202 4,778 115 20,095 22,818

Amounts owed by participating interests The entry loans to holdings are included under this item. The interest on these loans is 4.2% and has a residual maturity of more than five years. Transactions with related parties All transactions relating to participating interests took place under standard market conditions.

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Current assets Receivables Other receivables and accrued assets (4)

2014 2013

Taxes and social insurance premiums 3,087 5,260

Prepaid expenses 5,138 10,251

Inventory and projects in progress 940 1,084

Claims on real estate transactions 1,306 5,801

Other receivables 7,287 6,089

Accrued assets 1,150 3,906

Position as on 31 December 18,908 32,391

Equity (5)

The equity amounted to €211.2 million at the balance sheet date (2013: €206.7 million). For a detailed explanation, reference is made to the explanatory notes to the company balance sheet. Third party shares (6)

2014 2013

Position as on 1 January 1,976 1,813

Changes:

Share in result holdings 349 150

Dividend distribution -47 -

Correction to previous financial year 8 13

Position as on 31 December 2,286 1,976

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Provisions (7)

Deferred tax obligations

Restructuring provision

Other provisions 2014 2013

Position as on 1 January 3,371 21,903 5,286 30,560 8,238

Changes:

Additions - 2,100 1,003 3,103 22,720

Withdrawals -1,684 -13,753 147 -15,290 -398

Release - -2,883 -494 -3,377 -

Position as on 31 December

1,687 7,367 5,942 14,996 30,560

The provision for deferred tax liabilities has its origin in the differences between the commercial and fiscal appreciation of tangible fixed assets and a created cost equalization reserve. The provision for deferred tax liabilities has been created on the basis of a corporate tax rate of 25.0% (2013: 25.0%),

The reorganization provision has a term of less than one year. The other provisions have a term of more than one year.

Long-term liabilities Member Loans (8)

2014 2013

Position as on 1 January 171,506 178,637

Changes:

Liquidity contribution credited to previous financial year 31,882 20,688

Payout due to death and retirement -6,731 -6,232

Repayment obligation current financial year included under short-term liabilities -22,581 -21,587

Transfers member type to member loan 1,306 -

Position as on 31 December 175,382 171,506

Payout of the member loan is governed by Article 17 of the Articles of Association. In the course of 2014, interest was paid at 1.6% (2013: 1.8%) . The balance on 31 December 2014 refers to the amounts credited from 2008 to 2014. Also included here are the amounts credited for 2006 and 2007 of the Aalsmeer flower auction. Of the total amount of €175.4 million (2013: €171.5 million) an amount of €90.3 million (2013: €77.2 million) has a term of more than five years. For the installment existing on 31 December 2007, the repayment date falls at the end of the term as it applied to the former FloraHolland (i.e. after seven years) and the former Aalsmeer flower auction (i.e. after nine years). For the installment accrued as from 2008, the repayment date will fall at the end of a term of eight years. The members' loans are subordinated to all claims of third parties on FloraHolland.

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Liquidity contribution (9)

2014 2013

Position as on 1 January 32,914 20,141

Changes

Member and supplier loan credited to previous financial year -32,914 -20,141

Deducted from members in current financial year 43,244 42,510

Deducted from non-members in current financial year 1,515 1,379

Allocation of the liquidity contribution - -10,975

Position as on 31 December 44,759 32,914

The liquidity contribution consists of a deducted contribution of 1.0% of members' and non-members' product sales. In 2014 the total amount of the deducted liquidity contribution was €44.8 million (2013: €43.9 million). It will be proposed to the General Members' Meeting that the entire liquidity contribution for 2014, i.e. €44.8 million (2013: €32.9 million), be credited to the member loan. The liquidity contribution is subordinated to all claims of third parties on FloraHolland. Voluntary (member) loans (10)

2014 2013

Position as on 1 January 8,659 8,703

Changes:

Deposits 242 266

Payouts -567 -310

Position as on 31 December 8,334 8,659

The amounts contributed to voluntary (member) loans are payable after five years. The balance of €8.3 million (2013: €8.7 million) has a term of less than five years. In the course of 2014, interest was paid at 2.1% (2013: 2.3%), The voluntary (member) loan is subordinated to all claims of third parties on FloraHolland.

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Supplier loans (11)

2014 2013

Position as on 1 January 8,657 12,118

Changes:

Contribution credited current financial year 1,380 -

Payout due to death and retirement -1,719 -1,816

Repayment obligation current financial year included under short-term liabilities

-1,876 -1,645

Position as on 31 December 6,442 8,657

The balance on 31 December 2014 refers to the amounts credited from 2008 to 2014. Also included here are the amounts credited for 2006 and 2007 of the Aalsmeer flower auction. In the course of 2014, interest was paid at 1.6% (2013: 1.8%), The credits on supplier loans became interest bearing on 1 January following on the year in which they were credited. For the amounts credited to the supplier loans up to and including the annual amount for 2007, the repayment terms that were applicable then remain in effect, i.e. seven and ten years. From the 2008 installment, the repayment period is the same as the repayment period of the members' loan (i.e. eight years). Of the balance of €6.4 million (2013: €8.7 million) an amount of €3.4 million (2013: €3.4 million) has a term of more than five years.

The supplier loans are subordinated to all claims of third parties on FloraHolland. Long-term bank loans (12)

2014 2013

Position as on 1 January 150,288 116,114

Changes:

Repayment obligation current year, recorded under short-term liabilities -27,717 -30,826

New loans - 65,000

Position as on 31 December 122,571 150,288

Of the total amount of €122.6 million (2013: €150.3 million) €119.1 million has (2013: €150.1 million) a term of less than five years. The 2015 repayment obligation of €27.7 million (2014: €30.8 million) is included under short -term liabilities. The interest rate on these loans averages 2.4% (2013: 1.6%),

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Short-term liabilities Credit institutions including repayment obligations (13) This includes the repayment obligations of the long -term bank loans of €27.7 million (2013: €30.8 million). These consist of €27.3 million (2014: €30.2 million) from repayment obligations in 2015 and €0.4 million (2013: €0.6 million) loan repayment obligations deferred until 2014. Also included here are current account appropriations of €49.2 million (2013: €29.3 million). The credit ceiling imposed by banks is €127.8 million (2013: €127.8 million). Debts to members/non-members (14) This includes the product sales of 29 and 30 December 2014 and the 2015 repayment obligations of the member loan (2005 Aalsmeer flower auction credit; 2007 former FloraHolland credit). The repayment obligations due in 2015 stemming from the supplier's loans and participation reserve are also included here. Other debts and accruals (15)

2014 2013

Taxes and social insurance premiums 6,815 10,159

Holiday allowance and days

15,306 16,803

Interest costs banks and member loan 5,284 5,497

Accruals 8,301 4,803

Other amounts payable 24,497 25,079

Position as on 31 December

60,203 62,341

Financial instruments As of 31 December 2014, the nominal value of FloraHolland's interest rate swap contracts amounted to €324.2 million (2013: €339.5 million), to cover bank loans and member and supplier loans. With these swaps, a variable interest rate is received and a fixed interest rate is paid. On 31 December 2014, FloraHolland's bank debt in terms of long -term and short-term loans amounted to €199.5 million (2013: €210.4 million) with a variable interest rate. To cover these, interest rate swap contracts have been concluded. The fixed interest rate of 3.2% (2013: 3.2%) is above the market level at the end of 2014, so that the real value of the swaps is negative at the balance sheet date. As of 31 December 2014, FloraHolland's member and supplier loans totaled €234.9 million (2013: €221.7 million). The interest payment is determined annually and is derived from the yield on 8-year government bonds. To cover the member and supplier loans, interest rate swap contracts were concluded. The fixed interest rate was 3.5% on average at the end of 2014 (2013: 3.5%), The real value of FloraHolland's interest rate swap contracts amounted to €39.4 million at the balance sheet date (2013: €34.1 million).

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In 2014 the financing costs amounted to €18.8 million (2013: €19.0 millio n). Of this amount €8.1 million (2013: €8.7 million) relates to loan costs with a variable interest rate and €10.7 million (2013: €10.3 million) relates to interest rate swap contracts to cover the risk on loans with a variable interest rate. The interest paid in 2014 expressed as a percentage over the outstanding loans including interest rate swap contracts is on average 4.3% (2013: 4.3 %), The interest rate risk on the current bank and members' loans is covered for more than 70.0%. At the balance sheet date, FloraHolland has interest rate swap contracts with a maturity of up to 2021. Additional interest rate swap contracts were concluded in 2014 to make the ineffective hedging relations effective. The ineffectiveness at the end of 2014 amounted to negative €0.6 million and will proportionally become available up to 2021. To comply with RJ290, a €1.6 million correction was made to the 2014 opening equity. FloraHolland has no margin calls over interest rate swap contracts. There is, therefore, no question of possible liquidity risks in terms of interest rate swap contracts.

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Off-balance sheet obligations and arrangements Investment obligations As of 31 December 2014, the investment obligations from ongoing projects amounted to €7.2 million (2013: €4.0 million). This is higher because more large projects were in progress at the end of 2014. For infrastructural adjustments with the aim to improve the opening -up of the marketplaces, FloraHolland entered into obligations with governmental institutions and third parties for the reconstruction of the Legmeerdijk, an 'undisturbed logistical connection' (OLV) (location Aalsmeer), reconstruction of Middelbroekweg/Veilingroute, and the placement of noise barriers on and the broadening of the N213 (location Naaldwijk) for a total of €11.1 million (2013: €12.8 million). For the OLV in Aalsmeer, 50% (€1.5 million) will be taken from the rental rates and Owners' Association and contributed by the renters towards the cost of the adjustments. To cover the costs arising from the widening of the N213 in Naaldwijk, the province of South Holland is contributing €0.5 million. Repurchase obligations In the past and as regards real estate, FloraHolland entered into contingent repurchase obligations for a total of €1 million (2013: €0.75 million). For an office of a transport company; €53,000 (2013: €75,000), a serv ice station in Rijnsburg (DMO); €279,000 (2013: €314,000). In addition, for Flower Council Holland and other parties a total of €666,000 (2013: €449,000). Lease obligations As of 31 December 2014, the lease obligations with a maturity of less than 1 year amounted to €1.6 million (2013: €2.0 million) and with a maturity of 1 to 5 years €1.5 million (2013: €2.6 million). Lease obligations As of 31 December 2014, the lease obligations amounted to €3.2 million (2013: €3.4 million), of which €1 million (2013: €0.8 million) for less than 1 year. Warranties FloraHolland has issued warranties for the project Hubways, Flower Council Holland and other parties for a total of €0.7 million (2013: €0.7 million). Other service contracts As of 31 December 2014, these obligations amounted to €29.6 million (2013: €27.3 million), of which €17.3 million (2013: €15.6 million) has a term of less than 1 year.

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Explanatory notes to the consolidated profit and loss account 2014

Product sales

2014 2013

Clock sales:

Aalsmeer 1,077 1,118

Naaldwijk 704 718

Rijnsburg 327 336

Bleiswijk 19 45

Eelde 24 24

Total clock sales 2,151 2,241

FloraHolland Connect 2,250 2,108

Total turnover FloraHolland 4,401 4,349

Hobaho Horti Groep B.V. 135 126

Flower Chain Services B.V. 1 1

Total group turnover 4,537 4,476

FloraHolland's total share in clock sales was 48.9% in 2014 (2013: 51.5%), The share of Connect product sales in 2014 was 51.1% (2013: 48.5%), The product sales realized by FloraHolland's members amounted to €4.11 billion in 2014 (2013: €4.05 billion) and product sales belonging to other suppliers totaled €289 million in 2014 (2013: €301 million). In 2014, members took advantage of the Temporary Exemption from Member Obligation (TEMO) scheme, the commission of which was transferred to FloraHolland. Over an amount of €124 million (2013: €150 million) in product sales, a retrospective TEMO commission was paid by members to FloraHolland in 2014. Operating costs Wages and salaries (16)

2014 2013

Salaries of own employees 121,928 155,734

Third-party staff 19,810 19,366

141,738 175,100

The difference in the salaries of FloraHolland's employees is mainly a result of €22 million in restructuring costs in 2013.

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Compensation of the Cooperative Board and Supervisory Board, and Management Board remuneration The compensation of the Supervisory Board and the remuneration of the Management Board is based on the amounts that had a negative effect on results in the financial year. In June 2013 the GMM decided in favor of a new governance structure. For this reason, at the end of 2013 we said farewell to the Board members in accordance with the voluntary redundancy arrangement already in place. FloraHolland continued with a statutory Management Board as of 2014. This is why there was no compensation for the Board of Members in 2014 (2013: €558,000 (9 persons)). A number of board members were appointed to the Supervisory Board. The compensation for the Supervisory Board (11 persons) amounted to €435,000 (2013: €126,000 (6 persons)). This concerns an all-in compensation. Supervisory Board members can, however, claim additional travel and accommodation costs. The remuneration for the Management Board (2 persons) totaled €994,000 in 2014 (2013: €1,362,000 (3 persons)). This amount includes the variable remuneration of €174,000. This variable remuneration will be paid out in 2015, but will be deducted from the 2014 result. In 2013, the Management Board declined the variable remuneration. In addition to the variable remuneration, the remuneration for the Management Board is made up of the fixed salary and the pension accrual premium. On 1 January 2014, Lucas Vos joined the company as General Director. Rens Buchwaldt filled the position of Financial Director. Both are statutory directors. Number of employees and FTEs at year-end

2014 2013 2014 2013

Number Number

Employees Employees FTEs FTEs

Operations 2,261 2,370 1,715 1,802

Commerce 443 - 378

Strategy, Marketing & Business Development 186 - 158

Domestic Market - 227 - 152

Auctioning & Quality - 271 - 243

Connect - 189 - 174

Retail Services - 12 - 11

Chain Logistics - 51 - 46

Cooperative, Product and Market - 85 - 76

Staff 322 397 296 363

Participating interests 9 9 7 7

FloraHolland 3,221 3,611 2,554 2,874

Hobaho Horti Groep B.V. 83 83 61 61

Flower Chain Services B.V. 2 5 2 5

3,306 3,699 2,617 2,940

The structure of the organization was changed in 2014. The result being, that there are large differences between 2013 en 2014 per business unit.

51

Miscellaneous operating expenses Audit fees

2014 2013

Checking of financial statements 300 276

Other audit costs 48 78

Costs of financial advice 313 246

661 600

Corporate tax (17)

2014 2013

Relating to the financial year result 3,042 2,180-

Deferred mutations 365- 2,018-

Change from previous years 189- 155-

2,488 4,353-

Tax burden

Applicable rate 25.0% 25.0%

Effective tax rate 27.6% 26.7%

The higher effective tax percentage in 2014, in relation to the ‘applicable rate’, is

primarily the result of non-deductible expenses.

52

Company figures 2014

Company balance sheet at 31 December 2014

(Proposed profit allocation for processing (x €1000))

Details 2014 2013

Assets

Fixed assets

Intangible fixed assets (1) 432 5,725

Tangible fixed assets (2)

Land 105,212 113,341

Buildings 359,585 375,039

Fixtures and fittings 91,837 103,008

Miscellaneous capital assets 78,156 91,055

Not used in the business operations 120,289 119,875

755,079 802,318

Financial fixed assets (3)

Participating interests in group companies 22,465 19,320

Amounts owed by participating interests 3,966 4,044

26,431 23,364

Current assets

Receivables

Trade receivables 47,267 44,162

Amounts owed by group companies 29,557 28,338

Amounts owed by participating interests (2) - 250

Deferred tax assets - 1,577

Other receivables and accrued assets (4) 16,995 29,810

93,819 104,137

Liquid assets 2,882 4,075

Total 878,643 939,619

53

Details 2014 2013

Liabilities

Equity (5)

General reserve 139,759 155,504

Legal entities reserve 2,634 2,634

Participation reserve 56,003 59,527

Statutory reserve for participating interests 3,269 4,660

Result for the year 9,559 -15,581

211,224 206,744

Provisions (6)

Provision of deferred tax liability 1,687 3,323

Reorganization provision 7,367 21,903

Other provisions 5,151 4,327

14,205 29,553

Long-term liabilities

Member Loan* 175,382 171,506

Liquidity contribution* 44,759 32,914

Voluntary (member) loan* 8,334 8,659

Supplier loans* 6,442 8,657

Long-term bank loans (7) 116,838 143,827

351,755 365,563

Short-term liabilities

Credit institutions including repayment obligations 76,552 60,092

Debts to members/non-members 57,256 103,998

Debts to group companies 13,579 14,412

Creditors 16,809 23,942

Deposits 81,474 77,499

Other debts and accruals (8) 55,789 57,816

301,459 337,759

Total 878,643 939,619

(*) Subordinated loans. Together with equity capital, these form the liability capital,

which at the end of 2014 stood at €446.1 million (2013: €428.5 million).

54

Company profit and loss account 2014

(amounts x €1000)

2014 2013

Cooperative result after tax 5,689 -10,864

Result from participating interests after tax 3,870 -4,717

Profit after tax 9,559 -15,581

55

Explanatory notes to the company figures 2014 General notes The accounting policies for valuation and result determination in the consolidated annual accounts are the same. For more information on the accounting policies, please consult the explanatory notes to the consolidated annual accounts. The notes to the 2014 company annual accounts include only those items, insofar as these deviate from the consolidated balance sheet. In composing the company profit and loss account, use has been made of the exemptions in Article 402 of Book 2 of the Dutch Civil Code.

Explanatory notes to the company balance sheet as at 31 December 2014

Fixed assets Intangible fixed assets (1) The composition of the book value at the balance sheet date and its development i s as follows:

2014 2013

Position as on 1 January 5,725 5,858

Changes:

Investments - 503

Depreciation and value adjustments -5,293 -636

Position as on 31 December 432 5,725

Cumulative acquisition value 6,361 6,361

Cumulative depreciation and value adjustments -5,929 -636

Position as on 31 December 432 5,725

Investments relate to concessions for packaging. Intangible fixed assets are written off after 10 years. A revaluation took place in 2014 of the packaging concessions. This led to a depreciation of €4.7 million. The availability of a ‘profit rights reservation’ limited the impact on the result to €2.2 million.

56

Tangible fixed assets (2) The composition of the book value at the balance sheet date and its development is as follows:

2014

Land

Book value at beginning

of year Investment

s Transfers

Depreciation & value

adjustments Disinvest

ments

Book value at end of

year

Land 84,722 21 -4,150 - -55 80,538

Land provisions 28,619 429 -147 -4,227 - 24,674

Subtotals 113,341 450 -4,297 -4,227 -55 105,212

Buildings 375,039 7,680 12,431 -35,490 -75 359,585

Machinery & equipment 103,008 2,477 1,912 -15,394 -166 91,837

Miscellaneous capital assets

ICT equipment 19,822 2,361 980 -8,278 - 14,885

Logistics resources and packaging

71,233 3,227 1,878 -13,067 - 63,271

Subtotals 91,055 5,588 2,858 -21,345 - 78,156

Not used in the business operations

Land for free sale 78,966 - - -3,000 - 75,966

Assets under construction 25,193 18,296 -23,336 - - 20,153

Land and buildings for free sale

15,716 - 10,432 - -1,978 24,170

Subtotals 119,875 18,296 -12,904 -3,000 -1,978 120,289

2014 Totals 802,318 34,491 - -79,456 -2,274 755,079

2013 Totals 831,953 65,142 - -87,044 -7,733 802,318

Land Buildings

Machinery &

equipment

Other fixed

operating resources

Not used in the

business operations 2014 2013

Cumulative acquisition value

154,871 1,019,911 414,406 287,202 133,289 2,009,679 2,022,257

Cumulative depreciation & value adjustment

-49,659 -660,326 -322,569 -209,046 -13,000 -1,254,600 -1,219,939

Position as on 31 December

105,212 359,585 91,837 78,156 120,289 755,079 802,318

57

The land available for free sale are grounds that are free to be sold to trading partners and third parties that are not trade partners. In 2014, an impairment of assets valued at €3 million was processed at the expense of the free land for sale to third parties in Naaldwijk. Free land for sale to trading partners is kept for future issuance to FloraHolland customers in support of its position as a central marketplace. Assets under construction relate to investments which are not yet in use at the balance sheet date. The investments put to use during the year are allocated to the correct asset category via the column 'transfers'. Investments utilized in 2014 are, among others, the Florists' Clock in Naaldwijk, the restructuring of the flower distribution Aalsmeer (HDB) and fire alarm & evacuation systems. Investments that were not yet utilized by year-end 2014 are, among others, the renovation of the parking roof, investments in fire alarm & evacuation systems and the renovation of the cooling units. The land and buildings available for free sale concern fixed assets for sale to trading partners and third parties. The tangible fixed assets of the Bleiswijk location were included in this category.

Book value per cash-generating unit Land Buildings Miscellaneous Total m2 land (x 1000)

Market centers all locations 52,947 312,218 194,667 559,832 2,643

'Individual' buildings and plots of land 27,512 47,367 - 74,879 182

Land for free sale 76,045 - - 76,045 936

Service assets not used in the business operations & assets under construction.

- 24,170 20,153 44,323

Totals 156,504 383,755 214,820 755,079

Tangible fixed assets are depreciated on the basis of their estimated useful lives:

- Service assets not used in the business operations are not depreciated. - Buildings and land: depreciation over 10-33 1/3 years. - Machinery and equipment & other fixed assets: depreciation over 5-10 years.

58

Financial fixed assets (3) The composition of the book value at the balance sheet date and its development is as follows:

Participating

interests

Amounts owed by participating

interests 2014 2013

Position as on 1 January 19,320 4,044 23,364 25,627

Changes:

Profit from participating interests 3,870 - 3,870 -4,717

Reclassifications - - - -439

Change loans - -78 -78 2,893

Dividend distribution -725 - -725 -

Position as on 31 December 22,465 3,966 26,431 23,364

Breakdown of the book value of the participating interests at the balance sheet date is as follows:

2014 2013

FH Diensten Holding BV 1,820 1,626

FH Vastgoed Holding BV 9,880 8,578

FH Deelnemingen Holding BV 2,784 898

Other participating interests 7,981 8,218

Totals 22,465 19,320

Participating interests For a summary of all participating interests, refer to Appendix 1. Amounts owed by participating interests This item includes loans to holdings. The interest on these loans averages 4.2% (2013: 2.9%) and has a remaining term of more than five years. Transactions with related parties All transactions with related parties took place under standard market conditions.

59

Current assets Receivables Other receivables and accrued assets (4)

2014 2013

Taxes and social insurance premiums 2,153 4,165

Prepaid expenses 5,132 10,140

Inventories 783 900

Actions relating to real estate transactions 1,179 5,801

Other receivables 6,805 5,076

Accrued assets 943 3,728

Position as on 31 December 16,995 29,810

Equity (5) General reserve

2014 2013

Position as on 1 January 155,504 149,696

Change in system -1,555 -

New situation per 1 January 153,949 149,696

Changes:

Change statutory reserve for participations 1,391 1,875

Addition result of previous financial year -15,581 3,933

Position as on 31 December 139,759 155,504

FloraHolland has implemented a change in system relating to the RJ290 regulations. This system change resulted in a €1.6 million correction to the opening equity. Legal entities reserve This 'legal entities reserve' referred to under Article 32 of the Articles of Association was formed in previous years from the company taxation disadvantage settled with the member legal entities and is the result of the fact that auction commission refunded to member legal entities is not tax deductible. In the financial year, no change occurred.

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Participation reserve

2014 2013

Position as on 1 January 59,527 59,818

Changes:

Addition result of previous financial year - 3,935

Interim payments in the current financial year -1,724 -1,226

Payout in next financial year, included under short-term liabilities -1,800 -3,000

Position as on 31 December 56,003 59,527

The participation reserve is administered in the name of each member individually. The exigibility is governed by Article 34 of the Articles of Association. The participation reserve comprises the amounts credited from 1996 to 2013 of the Aalsmeer flower auction and the amounts credited from 1995 to 2013 of the former FloraHolland.

Statutory reserve for participating interests

2014 2013

Position as on 1 January 4,660 6,535

Changes:

Transfer from general reserve -1,391 -1,875

Position as on 31 December 3,269 4,660

The statutory reserve is formed for participating interests, which are valued at net asset value, but in which FloraHolland does not have a controlling interest. The statutory reserve is formed for the part that is equal to the change in the value of the holdings based on the share in the profits of these holdings, minus dividends paid.

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Provisions (6)

Deferred tax obligations

Restructuring provision

Other provisions 2014 2013

Position as on 1 January 3,323 21,903 4,327 29,553 7,214

Changes:

Additions - 2,100 824 2,924 22,530

Withdrawals -1,636 -13,753 - -15,389 -191

Release - -2,883 - -2,883 -

Position as on 31 December 1,687 7,367 5,151 14,205 29,553

The provision for deferred tax liabilities has its origin in the differences between the commercial and fiscal appreciation of tangible fixed assets and a created cost equalization reserve. The provision for deferred tax liabilities has been created on the basis of a corporate tax rate of 25.0% (2013: 25.0%),

The reorganization provision has a term of less than one year. The other provisions have a term of more than one year.

Long-term bank loans (7)

2014 2013

Position as on 1 January 143,827 109,289

Changes:

Repayment obligation current financial year included under short-term liabilities

-26,989 -30,462

New loans - 65,000

Position as on 31 December 116,838 143,827

Of the total amount of €116.8 million (2013: €143.8 million) €116.8 million has (2013: €143.6 million) a term of less than five years. The 2015 repayment obligation of €27.0 million (2014: €30.5 million) is included under short -term liabilities. The interest rate on these loans averages 2.4% (2013: 1.6%),

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Short-term liabilities Other debts and accruals (8)

2014 2013

Taxes and social insurance premiums 5,535 8,051

Holiday allowance and days 15,183 16,709

Interest costs banks and member loan 5,217 5,497

Accruals 7,189 4,162

Other amounts payable 22,665 23,397

Position as on 31 December 55,789 57,816

Financial instruments As of 31 December 2014, the nominal value of FloraHolland's interest rate swap contracts amounted to €320.0 million (2013: €335.0 million), to cover bank loans and member and supplier loans. With these swaps, a variable interest rate is received and a fixed interest rate is paid. As of 31 December 2014, FloraHolland's bank debt in terms of long -term and short-term loans amounted to €193.4 million (2013: €203.9 million) with a variable interest rate. To cover these, interest rate swap contracts have been concluded. The fixed interest rate of 3.2% (2013: 3.2%) is above the market level at the end of 2014, so that the real value of the swaps is negative at the balance sheet date. As of 31 December 2014, FloraHolland's members' and supplier's loans totaled €234.9 million (2013: €221.7 million). The interest payment is determined annually and is derived from the yield on 8-year government bonds. To cover the members' and supplier's loans, interest rate swap contracts were concluded. The fixed interest rate was 3.5% on average at the end of 2014 (2013: 3.5%), The real value of FloraHolland's interest rate swap contracts amounted to negative €39.1 million at balance sheet date (2013: €34.1 million). The interest rate risk on the current bank and members' loans is covered for more than 70.0%. At the balance sheet date, FloraHolland has interest rate swap contracts with a maturity of up to 2021. Additional interest rate swap contracts were concluded in 2014 to make the ineffective hedging relations effective. The ineffectiveness at the end of 2014 amounted to a negative €0.6 million and will proportionally become available up to 2021. To comply with RJ290, a correction of €1.6 million was made to the 2014 opening equity. FloraHolland has no margin calls over interest rate swap contracts. There is, therefore, no question of possible liquidity risks in terms of interest rate swap contracts.

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Off-balance sheet obligations and arrangements Investment obligations As of 31 December 2014, the investment obligations from ongoing projects amounted to €7.2 million (2013: €4.0 million). This is higher because more large projects were in progress at the end of 2014. For infrastructural adjustments with the aim to improve the opening -up of the marketplaces, FloraHolland entered into obligations with governmental institutions and third parties for the reconstruction of the Legmeerdijk, an 'undisturbed logistical connection' (OLV) (location Aalsmeer), reconstruction of Middelbroekweg/Veilingroute and noise barriers and the broadening of the N213 (location Naaldwijk) for a total of €11.1 million (2013: €12.8 million). For the OLV in Aalsmeer, 50% (€1.5 million) will be taken from the rental rates and contributed by the renters towards the cost of the adjustments. To cover the costs arising from the widening of the N213 in Naaldwijk, the province of South Holland is contributing €0.5 million. Repurchase obligations In the past and as regards real estate, FloraHolland entered into contingent repurchase obligations for a total of €1 million (2013: €0.75 million). For an office of a transport company; €53,000 (2013: €75,000), a service station in Rijnsburg (DMO); €279,000 (2013: €314,000). In addition, for Flower Council Holland and other parties a total of €666,000 (2013: €449,000). Lease obligations As of 31 December 2014, the lease obligations with a maturity of less than 1 year amounted to €1.5 million (2013: €1.8 million) and with a maturity of 1 to 5 years €1.4 million (2013: €2.1 million). Lease obligations As of 31 December 2014, the lease obligations amounted to €1.7 million (2013: €1.9 million), of which €0.7 million (2013: €0.5 million) for less than 1 year. Warranties FloraHolland has issued warranties for the project Hubways, Flower Council Holland and other parties for a total of €0.7 million (2013: €0.7 million). Other service contracts As of 31 December 2014, these obligations amounted to €29.6 million (2013: €27.3 million), of which €17.3 million (2013: €15.6 million) has a term of less than 1 year.

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Fiscal unit FloraHolland is independently liable for corporation tax at the end of 2014. For purposes of the turnover tax, FloraHolland formed a fisca l unit with its subsidiaries FH Diensten Holding B.V., FloraHolland Flower Combination B.V., Flowerdome B.V., Groen Groep Eelde B.V. and Siervast B.V. Each of the entities belonging to the fiscal unit is jointly and severally liable for the turnover tax debts of the entire fiscal unit.

Aalsmeer, 15 April 2015 Management Board, L.B. Vos L.A.C. Buchwaldt (General Manager) (Financial Manager) _________________________ _________________________

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Additional information

Statutory provisions profit allocation Article 33 of the Articles of Association of the cooperative specifies the following regarding profit allocation:

Article 33 1. If the operating account indicates a net profit, the General Members' Meeting, following a proposal by the Management Board, will determine whether this balance or part thereof will be added to the general reserve and which portion is available for payment or addition to the reserve(s) stated below. If the net income is not entirely added to the general reserve, the portion to be added to the participation reserve by credit to the participation accounts of the members and of those whose membership ended in or at the end of the accounting year in question will be determined first. The credit will be in proportion to the commission becoming payable by each of them in the accounting year in question. 2. From the net profit, or the balance thereof after application of the terms of the preceding clause, the General Members' Meeting, following a proposal by the Management Board, may add to the members’ participation accounts as compensation a percentage of the amount of the participation accounts as they stand on the last day of the accounting year in question (‘participation payment’), except as follows from terms elsewhere in these articles stating otherwise. The percentage will not exceed the percentage stated in clause 2 of article 17. 3. Any net profit remaining after application of the preceding clause may be allocated by the General Members' Meeting, following a proposal by the Management Board, for the benefit of the members and those whose membership ended in or at the end of the accounting year in question, either by disbursement or by credit to the balance of each of the members' loans, or partly by disbursement and partly by such credit. The amount thus accruing to the members and former members will be credited to each of them in proportion to the commission becoming payable by them in the accounting year in question. 4. If the operating account shows a deficit, it will first be offset by charging it to the members' liquidity contributions deducted for the relevant accounting year by the cooperative, unless the General Members' Meeting decides on a different method to offset the deficit following a proposal by the Management Board. If a deficit remains after application of the preceding sentence or the resolution of the General Members' Meeting under the preceding sentence, the General Members' Meeting will then determine, on a proposal by the Management Board, the portion thereof to be charged to the general reserve and the portion to be charged to the participation reserve. If a deficit is charged to the participation reserve, the participation accounts of the members will be debited in proportion to the size of the participation account of each. Said debit will be allocated to the entire amount of each participation account, in proportion to the amount added to it annually in past years, including participation bonuses.

66

5. If a deficit cannot be offset by the means indicated in the foregoing clauses, the General Members' Meeting, following a proposal by the Management Board, will decide how the deficit is to be offset. The resolution may mean that all or part of the deficit will be transferred to the members and those whose membership ended in the relevant accounting year. The General Members' Meeting, following a proposal by the Management Board, will then determine the measure according to which each member's share in the transfer will be determined. 6. By virtue of article 23, clause 2, section (i) of these Articles of Association, motions by the Management Board under this article require the approval from the Supervisory Board.

67

Profit allocation With due observance of the statutory stipulations, it is the suggestion of the Management Board to process the profit allocation over financial year 2014 as follows: The Management Board will propose to the General Members' Meeting to keep the net result of €9.6 million within the cooperative and to partly add this to the participation reserve and partly to the general reserve. The addition to the participation reserve assumes a payment of 1.6% on the outstanding balance and an addition of 5.1% of the paid member commission.

2014

Profit accrued to the participation reserve as to the year's balance 896

Profit accrued as to the commission received during the year 3,884

Subtotal 4,780

Profit accrued to the general reserve 4,779

Total profit after tax 9,559

The General Members' Meeting of 4 June 2015 will decide on the profit allocation.

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Appendix 1: Overview of participating interests FloraHolland has a full or partial, direct or indirect interest in the following companies:

Vestigingsplaats Belang % FH Diensten Holding B.V. * Naaldwijk 100 Agricultural Fulfilment Center B.V. * + Naaldwijk 100 Greenparc Ontwikkeling B.V.* Bleiswijk 100 Greenparc Ontwikkeling v.o.f.* Bleiswijk 50 Servi FloraHolland 2002 SL* Valencia, Spanje 100 FH Flower Combination B.V.* + Naaldwijk 100 Flower Chain Services B.V.* Aalsmeer 100 Sivepo B.V.* Leiden 100 Hobaho Horti Groep B.V.* Lisse 100 Hobaho B.V. Lisse 100 Computer-Centrum Bollenstreek (C.C.B.) B.V. Lisse 100 Boeket Handelsmaatschappij B.V. Lisse 100 De Verenigde Koelhuizen Hobaho B.V. Hillegom 100 Testcentrum voor siergewassen B.V. Hillegom 100 Warmerdam - Lisse B.V. Lisse 100 Flowerbulbs Access B.V. Akersloot 100 Groen Groep Eelde B.V.* + Eelde 100 Flowerdome B.V.* Eelde 100 FH Logistics Kenya B.V. * Honselersdijk 100 Q7 Air Cargo Broker Fzco. (Dubai) Dubai 80 FH Consultancy Services Plc. Addis Abeba, Ethiopië 50 FH Services Colombia Bogota, Colombia 50 FH Services Kenia Ltd Nairobi, Kenia 50 Decorum Plants B.V. Honselersdijk 33,3 Aucxis C.V.B.A. Stekene, België 30 Fresh Chain Company B.V. Honselersdijk 20 Frederique's Choice B.V. Oldenzaal 15 FH Vastgoed Holding B.V.* Naaldwijk 100 Siervast B.V.* + Rijnsburg 100 FH Vastgoed I B.V.* Naaldwijk 100 FH Vastgoed V B.V.* Naaldwijk 100 Maatschap DZF Naaldwijk 20 C&C Bleiswijk * Bleiswijk 100 Metz Vastgoed I B.V. Honselersdijk 90 Metz Vastgoed II B.V. Honselersdijk 90 Toussaint Vastgoed B.V. ’s-Gravenzande 90 Javado Vastgoed B.V.* Naaldwijk 51 Plant Port I B.V. Aalsmeer 49,5 Florazon Vastgoed B.V. Venlo 33,25 Greenpark Boskoop B.V. Boskoop 50 HBC Beheer B.V. Naaldwijk 30 HBC Vastgoed B.V. Naaldwijk 100 ABC Westland Beheer B.V. Poeldijk 26,7 ABC Westland Beheer C.V. Poeldijk 26,7 Steen voor Steen B.V. Honselersdijk 25 Verde Trade Parc B.V. Honselersdijk 10 FH Deelnemingen Holding B.V.* Naaldwijk 100 Plantion Holding B.V. Bemmel 35 Veiling Rhein Maas GmbH & Co KG Herongen 25 Sivepo C.V. * Leiden 100 Greenparc Ontwikkeling v.o.f.* Bleiswijk 50 * Deelneming wordt geconsolideerd + Er is een 403 verklaring verstrekt

69

Appendix 2: Overview NCR code

principe code hoofdstuk ncr-codevolledige

toepassingtoelichting

Regel 3.2.1.4 bestuur taak

Het bestuur stelt een gedragscode op. De gedragscode is een code waaraan

het bestuur, de raad van commissarissen en alle werknemers van de

coöperatie zijn gebonden.

neeIn 2015 wordt een gedragscode

opgesteld.

Regel 3.2.1.5 bestuur taak

Het bestuur draagt er zorg voor dat werknemers zonder gevaar voor hun

rechtspositie en, indien door de werknemer gewenst, anoniem de

mogelijkheid hebben aan de voorzitter van het bestuur of aan een door de

voorzitter van het bestuur aangewezen functionaris te rapporteren over

vermeende onrechtmatigheden binnen de coöperatie van algemene,

operationele en financiële aard. Vermeende onrechtmatigheden die het

functioneren van bestuurders betreffen worden gerapporteerd aan de

voorzitter van de raad van commissarissen.

neeIn 2015 wordt een

klokkenluidersregeling opgesteld.

Regel 3.2.1.7 bestuur taakHet bestuur plaatst de volgende documenten op de website van de

coöperatie: a) de gedragscode zoals genoemd in regel 3.2.1.4;nee

In 2015 wordt een gedragscode

opgesteld.

Regel 3.2.1.7 bestuur taak b) de klokkenluidersregeling zoals genoemd in regel 3.2.1.5; neeIn 2015 wordt een

klokkenluidersregeling opgesteld.

Regel 3.2.1.7 bestuur taak d) het rooster van aftreden zoals genoemd in regel 3.2.2.6 en 4.2.2.5; n.v.t.

Regel 3.2.1.7 bestuur taake) het reglement ten aanzien van handel met voorkennis zoals genoemd in

regel 5.2.5.2.n.v.t.

Regel 3.2.1.7 bestuur samenstellingi) het al dan niet zijn van lid (al dan niet via een rechtspersoon) waarin hij

of zij direct of indirect overwegende zeggenschap heeft) van de coöperatie.n.v.t.

Regel 3.2.2.4 bestuur samenstelling

Bestuurders die zijn benoemd door de raad van commissarissen in het

zogenaamde directiemodel kunnen maximaal voor een periode van vier

jaren zitting hebben in het bestuur. Deze termijn kan doorlopen tot de dag

van de eerstvolgende vergadering van het tot benoeming van de

bestuurders bevoegde orgaan, na afloop van de vier jaren. Zij zijn

onbeperkt herbenoembaar.

nee

In de statuten is bepaald dat de

bestuurders (directie) voor

onbepaalde tijd benoemd worden.

Dit is een bewuste keuze, die bij de

meest recente statutenwijziging door

de ALV is goedgekeurd

Regel 3.2.2.5 bestuur samenstelling

Bestuurders die - al dan niet via een rechtspersoon waarin de

desbetreffende bestuurder direct of indirect overwegende zeggenschap

heeft - lid zijn van de coöperatie, en die benoemd zijn door de algemene

ledenvergadering volgens het zogenaamde traditionele model, worden voor

een beperkte duur benoemd. Een herbenoeming van een bestuurder vindt

slechts plaats na zorgvuldige heroverweging.

n.v.t.

Regel 3.2.2.6 bestuur samenstelling

Voor zover het bestuur bestaat uit een of meer bestuurders als bedoeld in

Regel 3.2.2.5, stelt het bestuur een rooster van aftreden vast om zoveel

mogelijk te voorkomen dat veel bestuurders tegelijkertijd aftreden. Het

orgaan dat de bestuurders benoemt dient het rooster van aftreden goed te

keuren.

n.v.t.

Regel 3.2.3.1 bestuur opleiding

Bestuurders die - al dan niet via een rechtspersoon waarin zij een direct of

indirect belang houden - lid zijn van de coöperatie, en die benoemd zijn

door de algemene ledenvergadering volgens het zogenaamde traditionele

model, volgen in ieder geval na benoeming een introductieprogramma. In

dit introductieprogramma wordt ten minste aandacht besteed aan algemene

financiële en juridische zaken, de financiële verslaggeving door de

coöperatie, de specifieke aspecten die eigen zijn aan de coöperatie en haar

ondernemingsactiviteiten, en de verantwoordelijkheden van de bestuurder.

Andere dan de hiervoor bedoelde bestuurders kunnen desgewenst na hun

benoeming en in overleg met de voorzitter van het bestuur eveneens

deelnemen aan het hiervoor vermelde introductie-programma.

n.v.t.

Regel 3.2.4.2 bestuur bezoldiging

Voorafgaand aan het opstellen van het bezoldigingsbeleid en voorafgaand

aan de vaststelling van de bezoldiging van individuele bestuurders

analyseert de raad van commissarissen de doelstellingen voor de variabele

bezoldigingscomponenten mede gelet op de langetermijndoelstellingen van

de coöperatie.

nee

Was t/m 2014 niet het geval. In

2015 wordt een voorstel voorbereid

op basis van een analyse als hier

bedoeld.

Regel 3.2.4.3 bestuur bezoldiging

De raad van commissarissen stelt de hoogte en de structuur van de

bezoldiging van de bestuurders mede vast aan de hand van uitgevoerde

scenarioanalyses en met inachtneming van de beloningsverhoudingen

binnen de onderneming.

n.v.t.

Omdat FloraHolland geen

aandelenstructuur kent worden er

geen scenario-analyses uitgevoerd.

Wel wordt een benchmark gehouden.

Regel 5.2.3.1 leden externe accountant

De externe accountant wordt benoemd door de algemene

ledenvergadering. De raad van commissarissen, en indien ingesteld de

auditcommissie, doet daartoe een voordracht waarbij het bestuur een

advies uitbrengt aan de raad van commissarissen.

neeIn de statuten is bepaald dat deze

benoeming door de RvC plaatsvindt.

Regel 5.2.4.1 ledenraad

Indien de coöperatie op grond van haar statuten een ledenraad kent stelt

de ledenraad een profielschets voor zijn omvang en samenstelling op, die

een afspiegeling van de leden dient te zijn en waarbij wordt gestreefd naar

een kwalitatief hoogwaardige en gemengde samenstelling.

n.v.t.

Regel 5.2.5.1leden gedragscodes en

misbruik voorwetenschap

De leden zullen, bij het (nemen van een besluit tot het al dan niet)

aangaan van transacties met de coöperatie en/of medeleden, geen

oneigenlijk gebruik maken van informatie die zij, als betrokkene bij het

bepalen van het dagelijkse beleid of het mede bepalen van het dagelijkse

beleid dan wel het toezicht houden op het beleid en de algemene gang van

zaken bij de coöperatie dan wel anderszins uit hoofde van hun directe

betrokkenheid bij het coöperatief ondernemerschap, hebben verworven,

terwijl deze informatie (nog) niet algemeen bekend is bij de overige leden.

Deze leden zullen deze kennis niet verder verspreiden voor zover deze

kennis niet mag worden geacht algemeen bekend te zijn onder de

(overige) leden.

n.v.t.

Regel 5.2.5.2leden gedragscodes en

misbruik voorwetenschap

Voor zover de coöperatie deelnemingsrechten, participatiebewijzen dan wel

andere verhandelbare stukken ten bewijze van deelname in het

ledenkapitaal uitgeeft stelt het bestuur een reglement op terzake het

voorkomen van misbruik van voorkennis bij de handel in deze

deelnemingsrechten, participatiebewijzen of andere stukken.

n.v.t.

70

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