fyffes plc annual report...

ANNUAL REPORT 2015FYFFES plc

Fyffes – Discover MoreAnnual Report 2015

Contents

PAGE

02. Discovering Fyffes

04. Group Operations

06. Fyffes in our Community

08. Five Year Summary

09. Shareholder Information

10. Chairman’s Statement

11. Directors & Secretary

12. Operating & Financial Review

22. Corporate Social Responsibility

24. Financial Statements

Discovering Fyffes


02

Fyffes plc is a leading international importer and distributor of tropical produce. Headquartered in Dublin, Ireland, Fyffes has operations in Europe, the US and Central and South America.

Fyffes plc is listed on the Enterprise Securities Market (ESM) in Dublin and the Alternative Investment Market (AIM) in London.

Primary activities include production, procurement, shipping, ripening, distribution and marketing of bananas, pineapples and melons.

A commitment to the principles of corporate responsibility is at the heart of the Fyffes brand.

03


The Fyffes Journey

Growing

Harvesting

12 months after planting out from the nursery, the tiny bananas begin to appear and just 3 months later, the delicious fruit is ready to harvest.

Each plant only produces a single bunch or stem carrying 100 - 200 bananas.

The JourneyFor the 14 day sea journey to Europe, Fyffes bananas are put into a form of hibernation at a constant temperature of 13°C.

Ripening & QualityUpon arrival in Europe, the bananas are transferred to special ripening centres. After a further quality check, the fruit is placed in a ripening chamber.

Fyffes has been importing bananas for more than 125 years, with the first shipment into the UK in 1888. The famous Fyffes Blue Label made its first appearance in 1929, making Fyffes the world’s oldest fruit brand. The Group’s endurance over 125 years is due to the quality of the fruit to which the Fyffes label is attached and the service levels behind it. While it is of course most closely associated with the banana, it is also applied to our other produce, including Fyffes Gold Pineapples. Only the freshest produce selected from the most reliable producers is allowed carry the famous Fyffes blue label.


04


Group Operations

Production & ProcurementFyffes bananas are procured from Central and South America under long term supply contracts with our growers. Our long term relationships with growers and the advice and structures that Fyffes provides, ensures that our fruit is always Fyffe Times Better.

ShippingFyffes transports its produce on state of the art ships under controlled conditions to ensure that all Fyffes fruit arrives at its destination in premium condition, consistently every week of the year.

RipeningFyffes owns and leases seven state of the art banana ripening centres in the UK, Germany and Ireland and a large melon distribution centre in Florida. Bananas are carefully unloaded into ripening rooms where the fruit can be ripened under controlled conditions to meet the highest customer specifications.

DistributionOur fleet of temperature controlled vehicles carefully transport Fyffes’ premium produce to the world’s leading retailers as well as a vast network of wholesale, convenience and foodservice customers.

MarketingThe famous Fyffes Blue Label is the world’s oldest fruit brand. The Group’s endurance over 125 years is due to the quality of the fruit to which the Fyffes label is attached and the service levels behind it.

Fyffes plc is primarily involved in the production, procurement, shipping, ripening, distribution and marketing of bananas, pineapples and melons.

Fyffes distributes c.46 million cases of bananas in Europe annually. In addition, the Group’s Turbana joint venture markets c.10 million cases of bananas in North America. Fyffes distributes c.10 million cases of pineapples each year. In the winter melon category, Fyffes markets c.17 million cases in North America.

05

Fyffes works both at home and abroad to give back to the communities in which we live and work.

Mozambique Fyffes assisted UNICEF to reach over 80% of vulnerable population groups (HIV-positive children, children under five years of age, pregnant women and orphaned and vulnerable children), who received both prevention and prompt malaria treatment in six provinces of Mozambique.

Nigeria Fyffes helped to eradicate polio in Nigeria in 2014. For every bag of Freddy Fyffes bananas, Fyffes donated one life-saving vaccination to children there. Fyffes is now striving to fight polio in South Sudan.

Colombia Every time you buy a Fyffes Colombian banana, you are helping communities through Fundauniban which has invested more than $250 million in health, housing and education projects since 1987.

Ireland Fyffes has been involved in supporting Dundalk FC since the 1960’s, through good times and bad. Last year saw the team crowned champions in both the League of Ireland and FAI Cup.

4.1. 2. 3.


06

Fyffes in our Community 3.

5.

Colombia

Belize

Belize Fyffes has worked with banana growers in Belize for nearly 50 years and has become involved in a number of the local communities during that time, such as the Inspiration Centre in Belize City, which empowers children with disabilities to participate in society.

South Sudan This year’s campaign in South Sudan forms part of UNICEF’s goal to eradicate polio worldwide by 2018. It will target young children affected by the ongoing conflict.

Europe Our drive to provide a quality product, sourced with respect for the environment, our growers, our customers and the consumer, helped us to become the number one importer of Fairtrade bananas in Europe.

5. 6. 7.


07

1.

2.6.

7.

4.

Mozambique

Nigeria

Ireland

South Sudan

Europe

Fyffes plc Annual Report 201508

Five Year Summary

2015

€’000

2014

€’000

2013

€’000

2012

€’000

2011

€’000

Continuing Operations

Total revenue (incl share of joint ventures) 1,222,549 1,090,887 1,082,246 1,017,825 850,044

Group revenue 985,292 852,578 835,753 783,701 659,045

Adjusted profit before taxation* 44,624 38,984 31,103 29,251 21,477

Profit before taxation 31,786 38,179 28,679 26,126 11,733

Profit after taxation 27,540 34,131 26,144 23,908 10,645

Adjusted earnings per share (cent)** 12.73 11.17 8.82 8.55 5.87

Dividend per share (cent) 2.7451 2.387 2.17 2.07 1.925

Shareholders’ equity 213,894 182,684 147,567 135,663 135,805

Notes

* Before the Group’s share of the tax charge of its joint ventures and, where relevant, intangibles amortisation, the Group’s

share of Balmoral’s result and exceptional items.

** Before, where relevant, the Group’s share of Balmoral’s result and exceptional items.

The profit and earnings per share figures for 2012 and earlier years have been restated to account for the impact of the revision

in the accounting standard on pensions.

All figures are presented in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

Fyffes plc Annual Report 2015 09

Shareholder Information

Share price (euro cent)

High Low Year End

2015 161 101 151

2014 134 84 101

Market capitalisation

The market capitalisation of Fyffes plc at 31 December

2015 was €449 million. The ordinary share price at close of

business on 26 February 2016 was €1.282, giving a market

capitalisation at that date of €381 million.

Website

www.fyffes.com contains a wide range of detailed

information on the Group’s activities and products, together

with all the key financial data on the Company. It is updated

on a continuing basis for all Company announcements

and other relevant developments, including share price

movements.

Investor relations

Investors requiring further information on the Group are

invited to contact:

Seamus Keenan

Company Secretary

Fyffes plc

29 North Anne Street

Dublin 7

Ireland

Telephone: +353 1 887 2700

Fax: +353 1 887 2755

e-mail: [email protected]

Registrar

Administrative queries about holdings of Fyffes plc shares can

be directed to the Company’s registrar:

Computershare Services (Ireland) Limited

Heron House

Corrig Road

Sandyford Industrial Estate

Dublin 18

Ireland

Telephone: +353 1 216 3100

Fax: +353 1 216 3151

e-mail: [email protected]

Annual General Meeting

The Annual General Meeting of the Company will take place

at the Ballsbridge Hotel, Pembroke Road, Ballsbridge, Dublin

4, Ireland on Friday, 29 April 2016 at 11.00am. Notice of the

meeting is set out at the end of this Annual Report on pages

120 to 123.

Amalgamation of accounts

Shareholders receiving multiple copies of Company mailings

as a result of a number of accounts being maintained in their

name should write to the Company’s registrar at the above

address to request that their accounts be amalgamated.

Payment of dividends

Shareholders may elect to have future dividends paid directly

into a nominated bank account by completing the mandate

form which accompanies each dividend payment or by writing

to the Company’s registrar at the above address. Dividends

are ordinarily paid in euro; however, for the convenience of

shareholders with addresses in the United Kingdom, such

dividends are paid in Sterling unless requested otherwise.

Electronic communications

Shareholders who wish to opt to receive their shareholder

communications electronically can do so by going to

www.computershare.com/register.ie and following the

three steps outlined to sign up for Electronic Shareholder

Communications.

http://www.fyffes.com

mailto:[email protected]

mailto:[email protected]

http://www.computershare.com/register.ie


Chairman’s Statement

Fyffes has continued to build on the very strong performance it

has delivered in recent years with a 14.2% increase in earnings

before interest, tax and amortisation (Adjusted EBITA), which

is the key measure of operating performance in our Tropical

Produce division, to €45.8 million, excluding exceptional

charges of €12 million. Adjusted EBITDA and earnings per

share, on the same basis (Adjusted EPS), were 16.4% and 14%

higher respectively year on year. This is the Group’s seventh

consecutive year of earnings growth. Over that period since

2008, cumulatively Fyffes has increased sales by 61% and, with

a constant drive for efficiency, Adjusted EBITA has tripled as a

result of improved operating margins. This represents a strong

compound annual growth rate of 17%.

The Group performed well in each of its three products

in 2015, with higher profits in the banana and pineapple

categories notwithstanding significant currency headwinds

due to the strength of the US Dollar. This demonstrates the

robustness of the Group’s business model and its ability to

quickly adapt to prevailing market conditions. The strong

performance in the pineapple category is good to see as the

Group has worked hard over a number of years to achieve

necessary improvements in its pineapple operations. Further

volume growth in both bananas and melons has enhanced

Fyffes position as the largest importer in both the European

banana and US melon categories.

The Group again invested heavily in expanding its operations

in 2015, with €29.5 million spent to acquire farming

businesses in both the melon and banana categories.

The investment in additional production assets in the

melon business is particularly significant as it will increase

the Group’s capacity in the category by c. 25% on a full

year basis. The integration of these farms is progressing

satisfactorily. Fyffes is also pleased to have purchased a

banana farm in Costa Rica which it had been successfully

operating under a lease arrangement since early 2014.

Balmoral International Land Holdings plc (“Balmoral”), the

international property development company in which the

Group has a 40% stake, published its 2014 full year results

in September 2015, reporting a profit attributable to equity

shareholders of €6.7 million, increasing its net equity to €8.5

million. Fyffes share of this net equity value is €3.4 million.

Fyffes continues to maintain an impairment provision against

this investment and retains its €50,000 nominal carrying

value. Balmoral continues to be actively managed and, given

its well diversified portfolio of properties in Ireland, the UK

and Continental Europe, remains in a position to benefit from

improvements in property market conditions.

Increasing shareholder value is a core focus for the Fyffes

Board. The Company’s share price increased by a very strong

49% during the calendar year in 2015. Global stock markets

have seen significant negative moves in the early part of 2016

and Fyffes share price has not been immune from this with

an 11% reduction in the year to date. The Board increased

the interim dividend for 2015 by 15% and is proposing a

similar 15% increase in the final dividend for 2015, subject to

shareholder approval at the AGM, to 1.924 cent per share. The

total dividend for 2015 would then amount to 2.7451 cent per

share, 15% up on last year. This represents a 21.6% pay-out

ratio and a yield of c.2% based on the current share price. As

in recent years, the Board is seeking to renew the authority

from shareholders to purchase up to 10% of the outstanding

Fyffes plc shares at the 2016 AGM and may exercise this

authority from time to time.

Fyffes remains committed to high standards in corporate

governance, which is modelled on the UK Corporate

Governance Code as described on pages 29 to 34.

Looking ahead to 2016, having achieved a further step up

in profitability in 2015, Fyffes is focused on consolidating at

this higher level of earnings. The Group’s initial target EBITA

for 2016 is in the range €42-€48 million, compared to €45.8

million in 2015. Fyffes is pursuing increases in selling prices

in all markets in response to the continuing strength of the

US Dollar against the euro and Sterling. Trading conditions

have been satisfactory in the year to date in 2016. The Group

remains focused on always improving the efficiency of its

operations in order to enhance its competitiveness. Fyffes is

determined to continue to grow its business and is actively

pursuing a number of attractive acquisition opportunities at all

points in the supply chain from production to distribution.

The very strong performance of the Group in recent years

is due in no small measure to the commitment, skill and

dedication of our personnel across the world. I would like to

thank them for their contribution to the ongoing success of

the business.

David McCann

Chairman

26 February 2016


Directors and Secretary

D V McCann (57)

Chairman

David McCann joined the Group in 1986, having previously

practised as a partner in a leading Dublin law firm. He

became Managing Director in 1989 with responsibility for

the Group’s operations. He was appointed Chief Executive in

1995 and became Chairman in 2006. He is a member of the

nomination committee.

C Bos (60)

Chief Operating Officer

Coen Bos was a merchant navy ship’s master and active at

sea until 1983. He subsequently joined Velleman & Tas BV

in Holland and was its Banana Marketing Director when it

was acquired by Fyffes in 1994. He was appointed Managing

Director of the Group’s Tropical Produce division in 2000. He

was appointed to the Board on 1 January 2006 and to the

position of Chief Operating Officer on 30 December 2006.

T G Murphy (55)

Finance Director, B Comm, FCA

Tom Murphy joined the Group in 1990. He has held a number

of senior accounting positions in Fyffes and was appointed

to the position of deputy Managing Director and Finance

Director of the Group’s Tropical Produce division in 2000.

He was appointed to the Board as Finance Director on

2 January 2007.

R B Johnston (51)

Non Executive, BA, MA, MBA, ICD.D

Robert Johnston was appointed to the Board in 2012. He is

Chief Strategy Officer with The InterTech Group, Inc. in South

Carolina, USA which manages a diverse group of businesses,

including a number of strategic investments in various public

companies. He is a director and former director of several

businesses, including a number of listed companies in the US

and Canada.

J D McCourt (69)

Non Executive, BL, MA, MBA

Declan McCourt was appointed to the Board in 2003 and

is a member of the audit, compensation and nomination

committees. He is Chief Executive of automobile distributor,

the OHM Group. He is a director of Balmoral International

Land Holdings plc and is Chairman of the UCD President’s

Advisory Board, UCD Law Development Council and the

Mater Hospital Foundation. He is also a director of a number

of other companies. He is a former director of the Bank of

Ireland and Dublin Docklands Development Authority.

J M O’Dwyer (69)

Non Executive, LLB

James O’Dwyer was appointed to the Board in 2007 and is

a member of the audit and compensation committees. He is

a former Chairman of Arthur Cox, the leading Dublin based

law firm. He is also admitted to practice at the New York

State Bar. He is Chairman of Rohan Group and a director of

Stafford Holdings Limited. He is a former director of Goldman

Sachs Bank (Europe) plc and Jefferson Smurfit Group plc.

J R O’Hara (65)

Non Executive

Jim O’Hara was appointed to the Board in 2012. He is a

former Vice President of Intel Corporation and General

Manager of Intel Ireland. He is a director of Allied Irish

Banks plc and EBS and Chairman of a number of start-up

companies.

S P Keenan (50)

Company Secretary, B Comm, FCA

Seamus Keenan joined Fyffes in 1995 from KPMG. He has

held a number of senior financial positions in the Group

including Group Financial Controller and Investor Relations

Manager. He was appointed Company Secretary in 2006.


Operating and Financial Review

Summary Income Statement

2015

€’M

2014

€’M

Total revenue 1,222.5 1,090.9

Group revenue 985.3 852.6

Adjusted EBITA* - Tropical Produce activities

- parent and subsidiaries 44.1 37.6

- share of joint ventures 1.7 2.6

Total adjusted EBITA 45.8 40.1

Net interest expense including share of joint ventures (1.2) (1.1)

Adjusted profit before tax** - Tropical Produce activities 44.6 39.0

Share of Balmoral’s result - -

Exceptional items (12.0) 0.1

Share of joint ventures tax charge (0.9) (0.9)

Profit before tax per income statement 31.8 38.2

Tax charge (excl share of joint ventures) (4.2) (4.0)

Non-controlling interest charge (0.1) (0.2)

Profit attributable to equity shareholders 27.4 33.9

Adjusted fully diluted EPS – cent*** 12.73 11.17

Certain tables in this operating and financial review may not total due to roundings.

* Adjusted EBITA is operating profit before exceptional items, interest and tax, including the equivalent share of joint

ventures’ operating profits (and excluding, in earlier years, intangibles amortisation and the Group’s 40% share of the result

of Balmoral International Land Holdings plc (‘Balmoral’)).

** Adjusted profit before tax excludes exceptional items and the Group’s share of its joint ventures’ tax charge (and in

previous years the Group’s share of Balmoral’s result and amortisation changes).

*** Adjusted EPS excludes exceptional items (and amortisation charges and the Group’s share of Balmoral’s result in

earlier years).

Revenue

Total revenue, including the Group’s share of its joint ventures, amounted to €1.22 billion in 2015, an increase of 12.1%. Group

revenue, excluding Fyffes’ share of its joint ventures, was €985.3 million, 15.6% higher year on year. Excluding the positive

translation impact of the weaker euro on the Group’s US Dollar and Sterling denominated sales, underlying revenue growth

in 2015 was 7%. This was mainly driven by further organic volume growth in the Group’s banana and melon categories. The

Group’s share of revenue of its joint ventures was marginally lower in 2015 mainly due to a reduced shareholding in one of these

businesses.


Operating and Financial Review (continued)

Operating profit

Fyffes reports separately the results of its tropical produce

operations and its 40% share of the results of Balmoral, which

it demerged in 2006. The Group’s key performance measure

for its tropical produce business is Adjusted EBITA (which is

defined above). Fyffes tropical produce business produces,

sources and distributes three product categories – bananas,

pineapples and melons.

Fyffes has delivered another important step up in earnings in

2015, its seventh consecutive year of growth. Adjusted EBITA

was €5.7 million higher (+14.2%) at €45.8 million, compared

to €40.1 million in 2014. Cumulatively the Group’s Adjusted

EBITA has increased by 200% over that seven year period,

representing a strong compound annual growth rate of 17%.

Adjusted EBITDA of €56.1 million was 16.4% higher year on

year. The key drivers of performance in the Group’s tropical

produce operations are average selling prices, exchange rates

and the costs of fruit, shipping and fuel.

Fyffes achieved a strong result in the banana category in 2015,

with a mid-teens percentage increase in operating profits.

This was delivered despite a significant currency headwind,

with the US Dollar strengthening by 16% and 7% against

the euro and Sterling respectively during the year. The impact

of this was partly mitigated by reductions in key input costs,

further logistical efficiencies combined with lower fuel costs,

operational efficiencies in the Group’s distribution network and

reductions in other import costs. Fyffes also secured increases

in selling prices in some markets. The Group continued to grow

its European market share, with a mid-single digit percentage

increase in its banana volumes in the year.

Fyffes pineapple operations also delivered a strong result in

2015. As in the banana category, exchanges rates were a

significant headwind due to the strength of the US Dollar.

The Group secured increases in selling prices in most markets,

helped by supply constraints as a result of poor weather in

Costa Rica, the key production region. Fyffes’ total volumes

were marginally lower for this reason, although production

on the Group’s own farms was slightly higher as a result of

further yield improvements. Costs, particularly logistics and

fuel, were lower year on year.

Fyffes delivered a broadly satisfactory result in 2015 in its

US melon business, although profits were down on the very

strong result achieved in the previous year. There was adverse

weather in the early part of the year in the production regions

which increased costs and resulted in some quality issues in

certain varieties for part of the season. This had a modest

adverse impact on average selling prices. Towards the end

of the year, the Group purchased additional melon farming

assets in Guatemala which contributed to a mid-single digit

increase in volumes in this category in the year and is expected

to result in a 25% increase in volumes on a full year basis in

2016. Fyffes is pleased with the initial integration of these new

farms and there has been a positive start to the 2015/16 US

melon import season.

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

which the Group has a 40% shareholding, published its results

for 2014 in September 2015, reporting a profit attributable

to equity shareholders of €6.7 million. Fyffes continues to

maintain an impairment provision against the carrying value

of its investment in Balmoral, which remains unchanged at

€50,000. Balmoral has not yet reported its 2015 results.

The total operating profit for the Group, which is Adjusted

EBITA less exceptional items and the Group’s share of its joint

ventures’ interest and tax charges, amounted to €32.5 million

for the year compared to €38.9 million in the previous year.

Exceptional items

As explained in more detail in note 27 of the financial

statements, during 2015, the Group decided to close its

Irish defined benefit pension scheme to future accrual

and to future liability due to the ever increasing cost of

funding such schemes. Once-off final payments amounting

to €20 million were made to settle the scheme deficit, to

eliminate the possibility of a claim by the trustees in respect

of member expectations in relation to the scheme and to

facilitate transfers to the new defined contribution scheme.

After eliminating the accounting deficit as at 31 July 2015 of

€8.9 million, the incremental costs of €11.1 million, net of a

settlement gain of €2.7 million arising under the measurement

criteria of IAS 19, have been expensed in the income

statement as an exceptional charge.

In 2008, the European Commission published its Decision

following the conclusion of its investigation into the supply

of bananas in the Northern European region of the EEA.

No adverse findings were made against Fyffes and no fine

imposed on it. At the same time, the European Commission

found the Group’s German joint venture, Internationale

Fruchtimport Gesellschaft Weichert GmbH & Co KG

(“Weichert”) and Fresh Del Monte Produce Inc (“Del Monte”)

jointly and severally liable for a fine of €14.7 million for

breaches of Article 81 of the Treaty of Rome and Article 53

of the European Economic Area (EEA) Agreement relating to

the supply of bananas to the Northern European region of



Exceptional items (continued)

the EEA, in the period 1 January 2000 to 31 December 2002. Fyffes acquired its 80% interest in Weichert from Del Monte on 1

January 2003. The Commission found that Weichert was controlled by Del Monte throughout the period covered by the Decision.

Weichert provided for a net exceptional charge of €3.7 million in its 2008 accounts in relation to this fine. While Fyffes has no

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

in Weichert’s accounts, amounting to €2.9 million.

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

the European Union (“CJEU”) on 24 June 2015 which confirmed a lower fine of €9.8 million, plus interest costs. Separately,

Weichert and Del Monte reached an agreement in relation to the split of the fine. As a result of the decision of the CJEU and the

agreement with Del Monte, Weichert has recognised a further exceptional charge of €3.6 million in its 2015 financial statements

covering its share of the fine plus interest and related costs in full and final settlement of this long running matter. Fyffes 80%

share of the additional charge recognised by Weichert amounts to €2.9 million and is being reported as an exceptional item.

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

merger. In August 2014, a consortium offered to purchase Chiquita in an all cash deal. Ultimately, Chiquita shareholders voted not

to support the proposed merger with Fyffes at a special meeting in October 2014 and the business was sold to the consortium.

During 2015 Fyffes wrote back costs amounting to €2 million, which had been accrued in 2014 in respect of this proposed

merger, but were ultimately not incurred by the Group.

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

excluded in the calculation of the Group’s adjusted earnings per share.

Financial expense

Net financial expense in the Group’s subsidiary companies in 2015 amounted to €0.7 million, unchanged on the previous year.

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

Profit before tax

Adjusted profit before tax for 2015 amounted to €44.6 million, 14.5% up on the previous year. Adjusted profit before tax

excludes exceptional items and the Group’s share of the tax charge of its joint ventures, which is reflected in profit before tax

under IFRS rules, and, in previous years, the amortisation of intangible assets and the Group’s share of Balmoral’s result. Profit

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

the €12 million exception charge above.

Taxation

2015

€’M

2014

€’M

Tax charge per income statement 4.2 4.0

Group share of tax charge of joint ventures netted in profit before tax 0.9 0.9

Total tax charge 5.1 5.0

Adjustments

Tax credit recognised on exceptional items 1.1 -

Tax charge on underlying activities 6.2 5.0



Taxation (continued)

The analysis of the tax charge for the year set out above shows the calculation of the underlying tax charge in 2015 of €6.2

million compared to €5 million in the previous year, equivalent to a rate of 13.8% (2014: 12.7%) when applied to the Group’s

adjusted profit before tax. The c.1% increase in the underlying tax rate in 2015 reflects some changes in the geographic mix of

the Group’s profits. The underlying tax charge excludes the tax impact of exceptional items and includes the Group’s share of tax

of its joint ventures. This underlying rate is used for the purposes of calculating adjusted earnings per share. The 2015 Income

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

Non-controlling interests

The non-controlling interests’ share of profit after tax for the year amounted to €0.1 million in 2015, compared to €0.2 million in

the previous year.

Earnings per share

The calculation of adjusted diluted earnings per share, is set out below. The Group’s adjusted diluted earnings per share in 2015

amounted to €12.73 cent, up 14% on the previous year. This is in line with the increase in adjusted profit before tax. Adjusted

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

and the Group’s share of Balmoral’s result. The diluted earnings per share after the €12 million exceptional charge and related tax

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

Calculation of Adjusted EPS

2015

€’M

2014

€’M

Adjusted profit before tax 44.6 39.0

Underlying tax charge (6.2) (5.0)

Non-controlling interests (0.1) (0.2)

Earnings for calculation of adjusted EPS 38.4 33.8

Weighted average no. of shares (diluted) (M) 301.2 302.7

Adjusted EPS – cent 12.73 11.17

Summary Balance Sheet

2015

€’M

2014

€’M

Intangible assets 39.9 24.5

Property, plant and equipment 123.1 96.4

Investment property 5.5 5.2

Investment in joint ventures 36.3 40.1

Investment in Balmoral International Land Holdings plc 0.1 0.1

Working capital/hedging instruments 87.6 77.9

Taxation (8.4) (10.2)

Provisions (3.5) (4.0)

Pension deficit - net of deferred tax (25.7) (34.0)

Net debt (39.3) (11.7)

Net assets 215.6 184.2

Shareholders’ equity 213.9 182.7

Non-controlling interests 1.7 1.6

Net assets 215.6 184.2



Dividend and share buyback

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

shareholder approval at the forthcoming AGM, this dividend, which will be subject to Irish withholding tax rules, will be paid on

6 May 2016 to shareholders on the register on 8 April 2016. In accordance with company law and IFRS, this dividend has not

been provided for in the balance sheet at 31 December 2015. Total dividends in respect of 2015 will amount to €2.7451 cent,

15% up on the previous year and equivalent to a payout ratio of 21.6% based on adjusted earnings per share.

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

taking into account the Group’s financial position and other investment opportunities, the Company may from time to time

repurchase further Fyffes plc shares in the market.

Shareholders’ equity

Shareholders’ equity at 31 December 2015 amounted to €213.9 million compared to €182.7 million at the start of the year. The

following table summarises the changes during the year:

Movement in shareholders’ equity 2015

€’M

2014

€’M

At beginning of year 182.7 147.6

Profit after tax and non-controlling interests 27.4 33.9

Dividends paid (7.4) (6.6)

Repurchase of own shares - (3.0)

Pension scheme actuarial gain/(loss) net of deferred tax 1.6 (10.5)

Share of actuarial losses in joint ventures net of deferred tax (0.3) (1.7)

Translation of non-euro denominated net assets 17.1 15.6

Movement in hedging reserves net of deferred tax (9.0) 8.2

Share based payments and share options exercised 1.7 (0.8)

At end of year 213.9 182.7

Shareholders’ funds increased by €31.2 million (+17.1%) in 2015. The main components of this increase included - retained

profits after tax and minority interests of €27.4 million, less dividends paid of €7.4 million; translation gains on the Group’s

non-euro denominated net assets amounting to €17.1 million; net actuarial gains on the Group’s and its joint ventures’ pension

schemes of €1.3 million, net of deferred tax; the proceeds from share options exercised of €1.4 million; and mark to market

losses on valuing the Group’s currency and fuel hedges at year end amounting to €9 million, net of deferred tax.

Investment in Balmoral International Land Holdings plc (‘Balmoral’)

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

for under equity accounting rules. Fyffes wrote down the carrying value of its investment to €50,000 in 2011. Balmoral

published its 2014 full year results in September 2015, reporting a profit attributable to equity shareholders of €6.7 million,

increasing its net equity to €8.5 million. Fyffes has recognised its share of these profits but has also recognised a matching

impairment provision, on the basis that there has not yet been a sustained and prolonged recovery in Balmoral’s performance,

and the carrying value of its investment has therefore remained unchanged at €50,000. Balmoral has not yet finalised its 2015

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

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

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



Provisions

Total provisions in the balance sheet at 31 December 2015 amounted to €3.5 million, compared to €4.0 million at the previous

year end, as analysed in the following table. The year-end deferred consideration liability relates mainly to a new acquisition

towards the end of 2015. The previous liability is no longer contingent and it has been reclassified to other payables. The slight

reduction in the MNOPF legal provision in 2015 reflects payments, less the discounting charge and a translation impact.

The MNRPF is a UK based multi-employer defined benefit pension scheme, similar to the MNOPF for a separate category of

shipping personnel. Having commenced a process a number of years ago to seek to recover the deficit in that scheme from

current and former employers of these ships’ personnel, in the same way as the MNOPF, the MNRPF Trustee issued a formal

request for payment based on the latest deficit in that scheme to the Group’s main UK subsidiary, Fyffes Group Limited, in

the amount of €4.6 million. This was paid in full during 2015. The Group had provided for this exposure in earlier years and

consequently there was no impact on profits in 2015 arising from this payment. The amount previously accrued was reclassified

from other non-current payables to provisions during the year.

2015

€’M

2014

€’M

Deferred consideration on acquisitions 1.2 1.6

MNOPF legal obligation 2.3 2.4

Total provisions 3.5 4.0

Defined benefit pension schemes

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

liability due to the ever increasing cost of funding such schemes. Once-off final payments amounting to €20 million were made

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

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

scheme as at 31 July 2015 of €8.9 million, the incremental costs of €11.1 million, net of a settlement gain of €2.7 million arising

under the measurement criteria of IAS 19, have been expensed in the income statement as an exceptional charge. The deficit in the

Group’s remaining defined benefit pension schemes in the UK and the Netherlands, before deferred tax, amounted to €32.1 million

at the end of the year. The Group is also in the process of closing its UK defined benefit scheme to future accrual.

Movement in defined benefit pension obligations

2015

€’M

2014

€’M

Deficit at beginning of year (41.4) (28.2)

Pension expense recognised in income statement (excl settlement gain) (3.8) (2.9)

Settlement gain on termination of Irish scheme 2.7 -

Actuarial gain/(loss) recognised in statement of comprehensive income 2.5 (12.4)

Employer contributions to schemes 9.6 3.7

Exchange movement (1.8) (1.7)

Deficit at end of year (32.1) (41.4)

Related deferred tax asset 6.5 7.5

Net deficit after deferred tax (25.7) (34.0)



Summary Cash Flow Statement

2015

€’M

2014

€’M

Inflows

Adjusted EBITA 45.8 40.1

Depreciation 10.3 8.1

Chiquita break fee less costs incurred - 4.3

Share of joint ventures EBITA (1.7) (2.6)

Dividend payments by joint venture 1.5 0.2

Total inflows 55.9 50.1

Investment and other expenditure

Maintenance capital expenditure, incl leased assets (9.6) (7.2)

Non-routine capital expenditure (2.7) (19.7)

Acquisition of businesses (26.8) -

Deferred acquisition consideration (0.1) (2.5)

Tax paid (4.3) (4.9)

Purchase of own shares - (3.0)

Dividends paid to shareholders (7.4) (6.6)

Pension payments (in excess of income statement charges) (5.8) (0.8)

Other exceptional charges (incl termination of Irish Pension Scheme) (13.9) -

Payments to the MNOPF & MNRPF (5.2) (0.6)

Investment in joint ventures - (0.9)

Working capital and movement in biological assets (9.3) (14.5)

Other 1.8 (1.8)

Total investment and other expenditure (83.3) (62.5)

Net (outflows) (27.4) (12.4)

Translation of non-euro denominated funds (0.2) 0.3

Net (debt)/funds at beginning of year (11.7) 0.4

Net (debt) at end of year (39.3) (11.7)

Movement in net debt

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

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

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

amounted to over €83 million. This included €26.8 million spent on the melon and banana farming businesses acquired towards

the end of the year (see below), plus with a further €2.7 million spent acquiring another farm which was accounted for as an

asset purchase. Regular Capex amounted to €9.6 million, compared to the €10.3 million depreciation charge. Total payments

of €20 million were made arising from the closure of the Irish pension scheme as explained above. Dividends paid amounted

to €7.4 million, tax paid was €4.3 million and €5.2 million was paid in respect of the Group’s MNOPF and MNRPF liabilities.

Working capital including movements in biological assets increased by €9.3 million in the year, reflecting the impact of the

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



Acquisition of subsidiaries

Towards the end of 2015, the Group acquired additional melon farming assets in Guatemala for a total consideration of €14.5

million, including deferred consideration contingent on completion of €1.1 million. The Group also completed the purchase of a

banana farm in Costa Rica during the second half of 2015 for a total cash consideration of €13.4 million.

The purchase method of accounting has been applied in respect of these acquisitions. Initial estimates of the fair value of the

assets acquired have been performed and these provisional fair values will be finalised within twelve months of the acquisition

dates, in accordance with IFRS 3 Business Combinations. Goodwill of €5.7 million has been recognised on these acquisitions,

based on the provisional fair values attributed to the identifiable assets acquired. Given the proximity to the year end of

the completion of these acquisitions, they made no material contribution to the Group’s revenues or profits in 2015 and no

amortisation has been charged in respect of the intangible assets recognised on these transactions.

The provisional fair values of the assets acquired and consideration paid and payable in respect of these transactions is

summarised in the table below:

€’M €’M

Provisional fair value of identifiable assets acquired

Property, plant and equipment 14.8

Intangible assets 6.9

Working capital 0.6

Total fair value of assets acquired 22.2

Consideration

Cash paid 26.8

Deferred consideration 1.1

Fair value of consideration 27.9

Goodwill arising 5.7



Business and Financial Risks and Financial Instruments

Key business drivers

The key drivers of short term performance in Fyffes’ tropical

produce operations are:

• selling prices;

• cost of fruit;

• shipping and fuel costs;

• exchange rates; and

• EU banana import duty.

These variables, together with operating costs and efficiencies

and volume changes, are the key factors impacting the

Group’s annual results, including its EBITA, which as noted

earlier, is the key performance measure for Fyffes’ tropical

produce operations. Given the significance of these factors,

the Group’s short term performance can be difficult to

predict and potentially volatile.

Key operational risks

The principal risks and uncertainties the Group faces on

an ongoing basis relate to the factors outlined above and

include, in particular, the challenge of passing on inflationary

increases in supply chain costs to the Group’s customers,

particularly the retail sector. The Group’s performance is also

influenced by normal supply and demand factors, including

the impact of weather in both the producing countries and

in the main markets in which Fyffes trades and by trends

in consumption of fresh produce. Fyffes operates in a

highly competitive industry and consequently the actions of

competitors can also influence the performance of the Group.

Fyffes has always pursued a strategy of growth by acquisition

and future growth will remain dependant on the Group’s

ability to continue to successfully complete such transactions,

in addition to organic growth. Fyffes is also dependent on the

continuing commitment of its senior management.

Risks of operating internationally

The Group’s operations are in part dependent upon activities

and investments in jurisdictions outside of the EU. Although

Fyffes aims to co-operate with and invest only in countries

that are politically stable, these operations and investments

are subject to risks that are inherent in operating in certain

foreign countries, including: political changes and economic

crises which may lead to significant changes in the business

environment; and economic downturns, political instability,

war or civil disturbances which may disrupt individual

markets. In addition, the Group operates some of its

businesses through joint ventures in which its rights to control

business decisions is limited.

Transportation risks

An extended interruption in Fyffes’ ability to ship or distribute

its products could have an adverse effect on the Group’s

performance. While Fyffes believes it is adequately insured and

would attempt to transport its products by alternative means

if there was an interruption due to strike, natural disasters or

otherwise, the Group cannot be sure that it would be able to

do so or be successful in doing so in a timely and cost-effective

manner. Shipping and fuel are among the principal costs of the

Group. When these costs increase, the Group may not be able

to pass on the full impact of these higher costs to customers or

there may be a time lag in doing so.

Production and quality risks

Adverse weather and other unfavourable conditions for

tropical produce production can adversely affect crop size

and quality. In extreme circumstances, entire harvests may be

lost in specific geographic areas. These factors can increase

costs, decrease revenues and lead to additional charges to

earnings which, from time to time, may have an adverse

effect on the Group’s business. Similarly, serious quality issues

and in particular deliberate or accidental contamination could

have a significant impact on revenue.

Earnings sensitivity to market conditions

Fyffes’ earnings are significantly dependent on the selling

prices obtained for tropical produce, which competes directly

in any given market with other imported fresh produce

and with local production when in season. Pricing is largely

determined by market supply of and demand for tropical

produce and competing fresh produce. Market demand is

a function of population size, per capita consumption, the

availability and quality of tropical produce, the availability,

quality and price of locally produced or imported competing

products and climatic and other general conditions in the

marketplace. The global and individual country markets can

from time to time be over-supplied. Excess supplies of tropical

produce or competing fresh produce could lead to reduced

selling prices for tropical produce and could have an adverse

effect on Fyffes’ performance.



Key financial risks

The Group’s multinational operations expose it to different

financial risks that include foreign exchange rate risks, credit

risks, liquidity risks and interest rate risks. Fyffes has a risk

management programme in place which seeks to limit the

impact of these risks on the financial performance of the

Group. The Board has determined the policies for managing

these risks. It is the policy of the Board to manage these risks

in a non-speculative manner.

Foreign exchange risk

Fyffes’ primary input costs are fruit, shipping and fuel. These

costs are routinely denominated in US Dollars while most

sales, other than in the Group’s US melon business, are made

in euro and Sterling. Although Fyffes may engage in foreign

currency hedging transactions from time to time, there can be

no assurance that those hedging transactions will be sufficient

to protect against adverse exchange rate fluctuations; meaning

that profits may be affected by fluctuations in exchange rates.

A strengthening of the US Dollar against the euro and Sterling

could have an adverse effect on the Group’s performance.

These currency risks are monitored by the Group’s Treasury

Committee on an ongoing basis and managed as deemed

appropriate by utilising a combination of spot and forward

foreign currency contracts and, from time to time, foreign

currency options. The Group’s balance sheet is also exposed

to currency fluctuations relating to its net investment in its

overseas non-euro denominated operations. Depending on

the scale of the transaction, Fyffes may finance its overseas

investments through foreign currency borrowings to hedge this

exposure. Post acquisition, these overseas businesses generally

fund their operations locally.

Credit and liquidity risk

The Group has detailed procedures for monitoring and

managing the credit risk related to its trade receivables. Cash

and short term bank deposits are invested with institutions

of the highest credit rating or state guaranteed institutions,

with limits on amounts held with individual banks at any

one time. It is also the policy of the Group to have adequate

undrawn facilities available at all times to cover unanticipated

financing requirements. The maximum exposure to credit risk

is represented by the carrying amount of the financial assets

in the balance sheet.

Interest rate risk

The Group’s balance sheet contains both interest bearing

assets and interest bearing liabilities. In general, the approach

employed by the Group to manage its interest rate exposure

is to maintain the majority of its cash, short term bank

deposits and interest bearing borrowings on floating rates.

Rates are generally fixed for relatively short periods in order to

match funding requirements while being able to benefit from

opportunities due to movements in longer term rates.

Financial instruments

Fyffes finances its operations through a combination of

retained profits, its own cash resources and bank debt. The

financial instruments that arise from this activity comprise

bank deposits, bank loans and potentially, from time to

time, certain financial assets such as government securities,

commercial paper and other trade investments. Other

financial instruments such as trade receivables and trade

payables arise directly from operations. In addition, as noted

above, the Group enters into hedging instruments with a

view to managing currency risk and, to a lesser extent, the

interest rate risk arising from its operations.

The disclosures required under IFRS 7 and IAS 39 in relation

to these financial instruments and the above risks are set out

in Note 30 to the financial statements on pages 102 to 109.


Fyffes has a responsible attitude towards the environment, its growers, its customers and the consumer, and is proud of its

corporate social responsibility and sustainability profiles.

Fyffes is aware of the social and environmental issues associated with the products that it sources and sells, particularly as a large

proportion of its fresh produce supplies originate in developing countries. Whether conventional, organic or Fairtrade, all Fyffes fruit

is produced to the highest quality and ethical standards, and listed below are some of the tools that it uses to help achieve this.

Food safety

Global GAP certification

Fyffes is a founder member of Global GAP, established by

major food retailers and their suppliers across Europe to

address consumer concerns about food safety, environmental

protection and worker welfare and to promote safe and

sustainable agriculture. Fyffes Global GAP certification

has been continually renewed for 14 years and we require

compliance for all suppliers to this or an equivalent standard,

including retailers own standards where required.

Other relevant food safety, hygiene and handling standards

are applied in our packing stations and ripening centres.

Environment

Through its support of programmes such as Global GAP,

the Ethical Trading Initiative, the Sustainable Agriculture

Network (Rainforest Alliance), the Carbon Trust Standard and

increasingly stringent environmental legislation in production

countries, Fyffes seeks to minimise the impact of its activities

upon the environment, particularly in our source countries.

As one of the largest importers of organic products into

Europe, Fyffes supports sustainable agricultural practices in

producing countries. We participate actively in local initiatives

for controlling issues such as water management and health

and safety procedures in the countries in which we work.

We also comply fully with environmental licensing rules and

regulations.

Carbon Trust Standard

In 2010, Fyffes became the first UK banana importer and

distributor to be awarded the Carbon Trust Standard. Fyffes

continuing efforts and achievement in measuring, managing

and reducing its carbon emissions were rewarded with the

renewal of its Carbon Trust Standard in 2014. Fyffes has also

achieved Carbon Trust Waste Reduction Standard certification

for its UK operations.

Sustainable Agriculture Alliance (Rainforest Alliance)

In 2015, Fyffes has agreed to certify its suppliers of bananas

across a wide number of sources under the Sustainable

Agriculture Alliance (SAN) standard. The SAN standard

is comprehensive in how it brings together ethical and

environmental compliance requirements as well as introducing

a strong element of integration with the local community.

The SAN standard is well recognised for its “frog” logo.

Sustainable Initiative Fruit and Vegetables (SIFAV)

In 2014, Fyffes joined this initiative which aims to make

imports of fruits and vegetables from Africa, Asia and South

America 100% sustainable by 2020. Driven by the Dutch

Sustainable Trade Initiative (IDH), many parties including

retailers, operators in the sector and a number of civil society

organisations have signed a covenant committing to 100%

sustainable sourcing by January 2020.

Social

Ethical Trading Initiative

Fyffes is a member since 2002 of the UK government

sponsored Ethical Trading Initiative (ETI), an alliance of

companies, non-governmental organisations and labour

representative bodies working in partnership to improve

the lives of workers across the globe who make or grow

consumer goods. The ETI Base Code is incorporated into

the Fyffes Codes of Best Practice with which all Fyffes direct

banana and pineapple suppliers must comply.

ETI and other ethical standards are benchmarked by the

Global Social Compliance Programme, which Fyffes recognises

as a useful tool in reducing duplication of audits. These

programmes follow the United Nations Guiding Principles

(UNGP) on the application of Human Rights. Fyffes follows the

UNGP requirement to “respect, protect and remedy” human

rights and is committed to continue doing so.

Sustainability and Responsibility


Sustainability and Responsibility (continued)

Fairtrade

Fyffes is the largest supplier of Fairtrade bananas in Europe.

Products that carry the FAIRTRADE Mark are independently

certified against internationally agreed standards defined

by the Fairtrade Labelling Organisations International (FLO).

These standards cover a range of social and environmental

“criteria” including trading standards to ensure that the

producer organisation receive an agreed, stable price based

on production costs, plus additional premiums to invest in

improving the quality of life in their communities.

World Banana Forum

Fyffes is a member of the World Banana Forum (WBF),

established under the auspices of the UN Food and

Agriculture Organisation as a permanent space of assembly

for participants representing the global banana supply

chain to promote open dialogue on challenges facing the

global banana industry. The mission of the WBF is to inspire

collaboration between stakeholders that produces pragmatic

outcomes for the betterment of the banana industry and

to achieve an industry wide consensus on best practices

regarding workplace issues, gender equality, environmental

impact, sustainable production and economic issues.

Fyffes is an active member of the Steering Group and the

Working Groups on “Sustainable Banana Production and

Environmental Impact” and “Distribution of Value”.

Community

Longstanding trading relationships with growers have

encouraged partnerships in community development

programmes and sponsorships. Fyffes prefers to work with

people in the countries from which its fruit is sourced in

order to maximise the benefit, evaluating the success of

our participation in terms of observable results rather than

potential media coverage.

In this respect we work with local charitable organisations

in various countries, and through the Fairtrade premium,

where funding goes to finance development projects

selected by the farmers themselves to benefit the local

community.

Fyffes works with UNICEF Ireland, supporting its “100%:

Let’s Vaccinate Every Child” campaign. This is a polio

vaccination programme which has the goal of immunising

c.1 million children aged 5 years and under. Polio is a

devastating and potentially fatal infectious disease which

predominantly affects young children. UNICEF aims to

eradicate polio by 2018 and Fyffes is proud to support them

in this mission.

Through all of the above, and other social responsibility

measures, Fyffes aims to provide the finest quality produce,

produced under the safest working conditions, following

fair labour practices and with the minimum environmental

impact. Fyffes is pro-active in these matters and actively

participates in industry forums on social, ethical, health

and safety and environmental issues. In addition, Fyffes is

satisfied that it has appropriate risk management procedures

in place to ensure it complies with the highest standards in

relation to food safety regulations.


Financial Statements

Page

Directors and Other Information 25

Directors’ Report 26

Corporate Governance Report 29

Audit Committee Report 35

Compensation Committee Report 38

Statement of Directors’ Responsibilities 44

Independent Auditor’s Report 45

Group Income Statement 47

Group Statement of Comprehensive Income 48

Group Statement of Movement in Equity 49

Group Balance Sheet 50

Group Cash Flow Statement 51

Significant Accounting Policies 53

Notes to Group Financial Statements 62

Company Balance Sheet 111

Company Statement of Movement in Equity 112

Company Cash Flow Statement 113

Notes to Company Financial Statements 114

Significant Subsidiaries, Joint Ventures and Associates 118

Notice of Annual General Meeting 120


Directors and Other Information

Fyffes plc

David McCann, Executive Chairman

Coen Bos (Netherlands)

Declan McCourt

Tom Murphy

James O’Dwyer

Jim O’Hara

Robert Johnston (USA/Canada)

Secretary and Registered Office

Seamus Keenan

29 North Anne Street

Dublin 7

Auditor

KPMG

Chartered Accountants

1 Stokes Place

St Stephen’s Green

Dublin 2

Registrars

Computershare Services (Ireland) Limited

Heron House

Corrig Road

Sandyford Industrial Estate

Dublin 18

Stockbrokers and Nominated Advisor

Davy

49 Dawson Street

Dublin 2

Solicitors

Arthur Cox

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Legal Advisors

King & Wood Mallesons LLP

10 Queen Street Place

London EC4R 1BE

Holland & Knight LLP

701 Brickell Avenue

Suite 3300

Miami, FL 33131

USA

Principal Bankers

Rabobank Ireland plc

Charlemont Place

Dublin 2

HSBC Bank plc

1 Grand Canal Square

Dublin 2

Allied Irish Banks plc

Bankcentre

Ballsbridge

Dublin 4

Barclays Bank plc

Pall Mall

London SW1Y 5AX


Directors’ Report

The directors present their report to the shareholders, together with the audited financial statements, for the financial year

ended 31 December 2015.

Principal activities and business review

Fyffes plc is a publicly quoted company incorporated in Ireland. Fyffes is one of the largest marketers and distributors of tropical

produce globally and the biggest in Europe. The Group also has an investment in Balmoral International Land Holdings plc,

an international property company. A detailed business review is included in the Operating and Financial Review on page 12

to 21. The Operating and Financial Review also includes details of the key business and financial risks faced by the Group and

an analysis of the key performance indicators, including adjusted earnings before interest, tax and amortisation, excluding

exceptional items (Adjusted EBITA) and key short-term variables such as selling prices, costs and exchange rates.

Profit

Details of the profit for the year are set out in the income statement on page 47.

Dividends

An interim dividend in respect of 2015 of 0.8211 cent (2014: 0.714 cent) per share was paid on 2 October 2015. The directors

have proposed, subject to shareholder approval at the Annual General Meeting (“AGM”), the payment of a final dividend for

2015 of 1.924 cent (2014: 1.673 cent) per share.

Future developments

A review of future developments of the business is included within the Chairman’s Statement on page 10 and the Operating and

Financial Review on pages 12 to 21.

Directors and secretary

In accordance with the Articles of Association of the Company and the Group’s corporate governance practice, T G Murphy, R B

Johnston and J D McCourt retire from the Board and, being eligible, offer themselves for re-election. Details of the terms of the

service contract of C Bos are set out in the compensation committee report on pages 38 to 43. No other director has a service

contract with any Group company.

Directors’ and company secretary’s interests

Details of the directors’ and company secretary’s share interests and interests in share options of the Company and Group

companies are set out in the compensation committee report on pages 38 to 43.

Substantial holdings

The directors have been notified of the following significant interests in the issued ordinary share capital of the Company:

Number of

Ordinary Shares

Percentage

The Article 6 Marital Trust created under the First Amended and Restated Jerry

Zucker Revocable Trust 39,034,612 13.1%

Balkan Investment Company and related companies 37,238,334 12.5%

Fidelity International 31,200,000 10.5%

Invesco Limited 14,279,602 4.8%

Farringdon Capital Management 13,136,857 4.4%

BNP Paribas Investment Partners SA 11,882,803 4.0%

Arnsberg Investment Company, which is a related party of Balkan Investment Company, owns 6.8% of the issued share capital

of the Company which is included in the total for Balkan Investment Company above. The Board has not been notified of any

other holdings of 3% or more of the issued ordinary share capital of the Company.


Directors’ Report (continued)

Directors’ interests in contracts

None of the directors had a beneficial interest in any material

contract to which the Company or any subsidiaries was a party

during the year other than the employment contract of C Bos

as explained on page 40.

Treasury shares

At 31 December 2015, the total number of treasury shares

held amounted to 31,075,000 (2014: 31,075,000) ordinary

€0.06 shares at a cost of €20,407,000 (2014: €20,407,000).

These shares represent 9.5% of the ordinary shares in issue at

31 December 2015 (2014: 9.5%). The rights to dividends on

these shares have been waived and they are excluded from the

calculation of earnings per share.

Accounting records

The directors believe that they have complied with the

requirements of Sections 281 to 286 of the Companies Act,

2014, with regard to maintaining adequate accounting records

by employing accounting personnel with appropriate expertise

and by providing adequate resources to the financial function.

The accounting records of the Company are maintained at 29

North Anne Street, Dublin 7, Ireland.

Political donations

During the year, the Group and Company did not make any

donations disclosable in accordance with The Electoral Acts,

1997–2012.

Auditor

In accordance with Section 383 (2) of the Companies Act,

2014, the auditor, KPMG, Chartered Accountants, has

expressed willingness to continue in office. A resolution will

be proposed at the AGM for the re-appointment of KPMG,

Chartered Accountants, as auditor of the Company.

Going concern

The Group has considerable financial resources available

to it, including undrawn committed bank facilities. As a

consequence, the directors believe that Fyffes is well placed to

manage its business risks successfully. After making enquiries,

the directors have a reasonable expectation that the Company

and the Group have adequate resources to continue in

operational existence for the foreseeable future. Accordingly,

they continue to adopt the going concern basis in preparing

the annual report and accounts.

Subsidiaries, joint ventures and associates

Information on the Group’s significant subsidiaries, joint

ventures and associates is included on pages 118 and 119.

Annual General Meeting (‘AGM’)

Your attention is drawn to the Notice of the AGM of AIM

and ESM listed Fyffes plc which will be held at the Ballsbridge

Hotel, Pembroke Road, Ballsbridge, Dublin 4 on 29 April 2016

at 11.00am which is set out on pages 120 to 123 of

this document.

In addition to the usual business to be transacted at the AGM

which are described below, there are a number of items of

special business proposed for the meeting.

The Investment Association (‘IA’) guidelines on directors’

authority to allot shares state that IA members will permit, and

treat as routine, resolutions seeking authority to allot shares

representing up to two-thirds of the Company’s issued share

capital. The guidelines provide that the extra routine authority

(that is the authority to allot shares representing an additional

one-third of the Company’s issued share capital) should only

be used to allot shares pursuant to a fully pre-emptive rights

issue. The Board is proposing that shareholders adopt these

new guidelines in the first three items of special business.

Under the first item of special business (Resolution 5),

shareholders are bing asked to approve an amendment to

Article 7(d)(i) of the Articles of Association (which deals with

the directors’ authority to allot shares) in order to enable the

Company to comply with these new guidelines. If adopted, this

amendment will make it clear that an open offer and rights

issue may be used to allot equity securities for cash so long as

this does not exceed one-third of the Company’s issued share

capital, and that any allotment of equity securities in excess of

one-third of the Company’s issued share capital should only be

applied to a rights issue.

Under the second item of special business (Resolution 6),

the board seeks shareholders’ authority to allot shares in

the capital of the Company up to a maximum nominal

amount of €13,145,198 representing the IA guideline limit of

approximately two-thirds of the Company’s issued ordinary

share capital as at 14 March 2016 (the latest practicable date

prior to publication of the AGM Notice). Of this amount,

€6,572,599 (representing approximately one-third of the

Company’s issued ordinary share capital) can only be allotted

pursuant to a rights issue. The directors have no present

intention of exercising this authority. However, the directors

consider it appropriate to maintain the flexibility that this

authority provides. If adopted, this authority will expire on the

earlier of the close of business on 29 July 2017 or the date of

the AGM of the Company in 2017.


Directors’ Report (continued)

Annual General Meeting (‘AGM’) (continued)

Under the third item of special business (Resolution 7), shareholders are being asked to renew the authority to disapply the strict

statutory pre-emption provisions in the event of a rights issue or in any other issue up to an aggregate amount of €1,971,977

in nominal value of ordinary shares, representing 10% of the nominal value of the Company’s issued ordinary share capital for

the time being, which limit has become more commonplace for AIM and ESM listed companies such as Fyffes. If adopted, this

authority will expire on the earlier of the close of business on 29 July 2017 or the date of the AGM of the Company in 2017. In

accordance with IA guidelines, the Board confirms in relation to Resolution 7 that (i) it intends that any use of the authority in

excess of 5% of the Company’s issued ordinary share capital would be only in connection with an acquisition or specified capital

investment; and (ii) it does not intend to issue shares for cash representing more than 7.5% of the Company’s issued ordinary

share capital in any rolling three-year period to those who are not existing shareholders, save in connection with an acquisition

or specified capital investment, without prior consultation with shareholders.

Under the fourth item of special business (Resolution 8), shareholders are being asked to extend the authority granted at the

last AGM to give the Company, or any of its subsidiaries, the authority to purchase up to 10% of its own shares. If adopted,

this authority will expire on the earlier of the close of business on 29 July 2017 or the date of the AGM of the Company in 2017.

The Board reviews the appropriateness of share repurchases on an ongoing basis and this authority is being sought as it is

common practice for public companies. Such purchases would be made only at price levels which the directors considered to be

in the best interests of the shareholders generally, after taking into account the Company’s overall financial position, including a

positive impact on earnings per share. In addition, the authority being sought from shareholders will provide that the minimum

price which may be paid for such shares shall not be less than the nominal value of the shares and the maximum price will be

the greater of (i) 105% of the average market price of such shares for the previous five days, and (ii) the higher of the price

quoted for the last independent trade and the highest current independent bid or offer for such shares.

Shareholders are also being asked under the fifth item of special business (Resolution 9) to pass a resolution authorising the

Company to reissue such shares purchased by it and not cancelled, as treasury shares. If granted, the minimum and maximum

prices at which treasury shares may be reissued shall be set at 95% and 120%, respectively, of the then market price of such

shares. This authority will expire on the earlier of the close of business on 29 July 2017 or the date of the AGM of the Company

in 2017.

A Form of Proxy for use at the AGM is being sent to shareholders along with this Annual Report. You are requested to complete,

sign and return the Form of Proxy as soon as possible whether or not you propose to attend the meeting in person. To be valid,

the Form of Proxy should be returned by hand or by post to the registrar of the Company, Computershare Services (Ireland)

Limited, P.O. Box 954, Sandyford Industrial Estate, Dublin 18, Ireland or by facsimile transmission to the facsimile number

printed on the Form of Proxy, to arrive not less than 48 hours before the time appointed for the holding of the meeting. You

may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or

shares held by him/her. The completion and return of a form of proxy will not preclude you from attending and voting at the

meeting should you so wish. Alternatively, you may appoint a proxy or proxies electronically by logging on to the website of the

registrars, Computershare Services (Ireland) Limited: at www.eproxyappointment.com. Shareholders will be asked to enter their

Shareholder Reference Number and PIN Number, in addition to the meeting Control Number, as printed on your Form of Proxy

and agree to certain conditions.

Your Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and its

shareholders. Accordingly, the directors unanimously recommend you to vote in favour of the resolutions as they intend to do in

respect of all the ordinary shares which can be voted by them.

On behalf of the Board

D V McCann T G Murphy

Executive Chairman Finance Director 26 February 2016

http://www.computershare.ie


Corporate Governance Report

Corporate Governance Approach

Fyffes plc (“Fyffes”) is committed to business integrity, appropriately high ethical standards and professionalism in all its activities

and operations. This includes a commitment to high standards in corporate governance, which describes the systems by which

companies are directed and controlled at a senior level, including the operation of the Board. The bench-mark standard in this

regard, for UK and Irish listed companies, is the UK Corporate Governance Code, as most recently updated in 2014, which

forms part of the Listing Rules of the Irish and London Stock Exchanges (“the UK Code”). In addition, following a review of

compliance with the UK Code, the Irish Stock Exchange issued an annex to its Listing Rules in 2010 setting out additional

disclosure requirements which supplement the principles of the UK Code (“the Annex”). A number of the changes to the UK

Code introduced in the 2010 and 2012 revisions, including the recommendations for all directors to put themselves forward for

re-election annually and for the evaluation of the Board to be carried out by external advisors every three years, are specifically

applicable to larger listed companies (those listed on the FTSE350 index or equivalent) rather than smaller companies.

Compliance with the UK Code, on a ‘comply or explain’ basis, is required for companies listed on the main markets of the

London and Dublin Stock Exchanges. Fyffes is listed on the secondary Enterprise Securities Market (ESM) in Dublin and the

Alternative Investment Market (AIM) in London and, consequently, is not required to comply with the UK Code. In addition,

a significant portion of Fyffes’ current issued share capital is held by investors outside of the UK and Ireland, who may expect

compliance with alternative corporate governance standards, such as the rules of the New York Stock Exchange in the case of

US shareholders. These alternative corporate governance codes, in some cases, have certain principles or areas of emphasis

which are different from, and in some respects contradictory to, the UK Code.

Therefore, whilst not applying the UK Code in full, Fyffes has had regard to its provisions and the requirements of other Stock

Exchanges in determining the appropriate governance structures and practices for the Company. This report summarises Fyffes

approach to corporate governance, which is primarily modelled on the provisions of the UK Code (as applicable to smaller

companies).

The Board of directors

Fyffes is led by a strong and effective Board of Directors (see biographical details set out on page 11). The Board currently

comprises three executive directors, including the Executive Chairman, and four independent non-executive directors. This

exceeds the recommendations of the UK Code and meets the requirements of the New York Stock Exchange in this regard.

The executive directors are responsible for the operation of the business while the non-executive directors bring independent

objective judgement to bear on Board decisions by constructively challenging management and helping to develop the Group’s

strategic objectives. All of the directors have fiduciary responsibilities to the Company. Collectively, the Board is responsible for

leading and directing the long term development of the Group.

Each of the executive directors has extensive knowledge of the fresh produce industry, in addition to wide-ranging business

skills and commercial experience. All of the directors bring an objective judgement to bear on issues of strategy, performance,

resources (including key appointments) and standards of conduct. Board members are selected because of their pertinent

experience and appropriate training is available to them whenever necessary. On appointment, new directors receive an

induction into the Group’s activities and the operation and procedures of the Board.

Executive Chairman D V McCann is responsible for the running of the Board including setting its agenda, ensuring its effectiveness

and managing the interaction between the executive and non-executive directors. He is also responsible for ensuring timely and

effective communication with shareholders. Responsibility for running the Group’s business rests with the executive directors

comprising the Executive Chairman, the Chief Operations Officer and the Finance Director. The Board is satisfied that this is

appropriate for the size of the business and ensures that no one director has exclusive decision making powers.


Corporate Governance Report (continued)

Independence of non-executive directors

The Board has evaluated the independence of each of its non-executive directors. Following this assessment, the Board has

determined that, throughout the reporting period, all of its non-executive directors, who are appointed for specified terms

of office, were independent, based above all on their objectivity and integrity. The terms and conditions relating to the

appointment of the non-executive directors are available from the company secretary.

In arriving at its conclusion on their independence, the Board considered the factors set out in the UK Code including, inter alia,

whether any of the non-executive directors:

• has been an employee of the Group within the last five years;

• has, or had within the last three years, a material business relationship with the Group;

• receives remuneration from the Group other than a director’s fee;

• has close family ties with any of the Group’s advisors, directors or senior employees;

• holds cross-directorships or has significant links with other directors through involvement in other companies or bodies;

• has served more than nine years on the Board; or

• represents a significant shareholder.

The UK Code acknowledges that a director may be regarded as independent notwithstanding the existence of any of the

above factors.

J D McCourt joined the Board in 2003. He has extensive commercial experience through his role as Chief Executive of

automobile distributor, the OHM Group, and as a director or former director of other listed companies. J M O’Dwyer was

appointed to the Board in 2007. He is former Chairman of and remains a consultant with Arthur Cox, the leading Dublin based

law firm used by the Group. He has many years of experience in mergers and acquisitions. J R O’Hara joined the Board in 2012.

He has broad commercial experience through his previous role as Vice President of Intel Corporation and General Manager of

Intel Ireland. He is a non-executive director of another listed company and of a number of other private companies. R B Johnston

also joined the Board in 2012. He is Chief Strategy Officer with the US based business The InterTech Group Inc, which manages a

diverse group of businesses including a number of strategic investments in various public companies. Arising from this role, he is

currently and has been a director of several businesses including a number of listed companies in the US and Canada. A private

investment fund connected with the main shareholder of The InterTech Group Inc, The Article 6 Martial Trust created under the

First Amended and Restated Jerry Zucker Revocable Trust, currently owns 13.1% of the Fyffes plc shares in issue.

Having carried out a detailed assessment, the Board has concluded that each of the non-executive directors are independent

of management and that they discharge their duties in a proper and independent manner, notwithstanding his tenure on the

Board in the case of J D McCourt and his connection with a large shareholder in the case of R B Johnston. They are objective

and appropriately challenge the executive directors and the Board on an ongoing basis. They bring an unfettered perspective

and integrity to their advisory and monitoring roles and a diverse breath of experience in other businesses to compliment the

specific industry skills of the executive directors. The Board is satisfied that each of the non-executive directors makes the

appropriate commitment of time necessary to discharge their responsibilities.

Senior non-executive director

J D McCourt acted in the capacity of senior independent non-executive director throughout the year.



Operation of the Board

Full Board

Audit

Committee

Compensation

Committee

Number of meetings held in 2015 12 3 4

Directors and positions held:

D V McCann – Executive Chairman 12 - 4*

C Bos – Chief Operating Officer 10 - -

T G Murphy – Finance Director 12 3* -

R B Johnston – Non-executive 12 - -

J D McCourt – Non-executive 10 3 4

J M O’Dwyer – Non-executive 11 3 4

J R O’Hara – Non-executive 10 - -

* In attendance only

In addition to the full Board meetings above, there were a number of sub-committee meetings during 2015 to deal with specific

matters. Ordinarily, the Board is scheduled to meet six times each year.

The Board and its committees are supplied with relevant, timely and accurate information for review prior to each meeting

to enable them to discharge their duties. The Board has identified and formally adopted a schedule of key matters that are

reserved for its decision, including the annual fiscal and capital budgets, interim, preliminary and final results announcements,

interim and final dividends, the appointment or removal of directors and the company secretary, circulars to shareholders, Group

treasury policies and capital expenditure and acquisitions in excess of €20 million. Certain other matters are delegated to Board

committees, the details of which are set out below.

There is an agreed Board procedure enabling directors to take independent advice, in the furtherance of their duties, at the

Company’s expense. Each Board member has access to the impartial advice and services of the company secretary, who is

responsible to the Board for ensuring that appropriate procedures are followed. The Company maintained directors’ and

officers’ liability insurance throughout 2015.

The Memorandum and Articles of Association of the Company require that one third of the Board must, by rotation, seek re-

election at the Annual General Meeting (AGM) each year, together with all new directors appointed since the previous AGM.

There is open communication between senior executive management and Board members.

Evaluation of performance of the Board, its committees and individual directors

Towards the end of 2015, the Board undertook its annual evaluation of its own performance and that of its committees and

of each individual director throughout the year. In assessing the performance of the Board, the directors objectively considered

such matters as the appropriateness of its composition, its effectiveness in developing Group strategy, its contribution to

managing the Group’s business and operational risks, its response to developing issues and its communications with the Group’s

stakeholders. In assessing the performance of the committees of the Board, the directors considered the appropriateness of

their composition and terms of reference, their effectiveness in fulfilling their roles and their interaction with the Board. The

assessment of the performance of individual directors included consideration of their contribution to the effective functioning

of the Board, the appropriateness of their knowledge, skill and experience and their commitment to their roles. The Chairman

summarised the outcome of these evaluation processes, the results of which were satisfactory, and reported them to the Board

in December 2015. In addition, the non-executive directors met privately to evaluate the effectiveness of the Chairman, the

result of which was also satisfactory.



Board committees

The composition and terms of reference of the committees of the Board are as follows:

Audit committee

Full details of the composition, terms of reference and activities of the audit committee in 2015 are set out in the audit

committee report on pages 35 to 37.

Nomination committee

The terms of reference of the nomination committee are to evaluate the balance of skills, knowledge and experience of the

Board, to consider the need for any new or additional appointments, where necessary to prepare a list of potential candidates

and to forward the names of potential candidates to the Board for its consideration and, if appropriate, approval. The

nomination committee also considers the issue of diversity on the Board. The members of the nomination committee are D

V McCann and J D McCourt. The nomination committee did not believe it was necessary to use the services of any external

consultants during the year.

Compensation committee

Details of the composition and terms of reference of the compensation committee, which has responsibility for the remuneration

of the executive directors, are set out in the compensation committee report on pages 38 to 43.

Procedures in relation to share dealing

In accordance with the terms of the Model Codes of the UK Listing Authority and the Irish Stock Exchange, Fyffes has a policy

on regulating dealing in securities by its directors and other designated senior management. Directors and the company

secretary require the authorisation of the Chairman before dealing in Fyffes’ shares. Transactions in Fyffes’ shares by the

Chairman require the authorisation of the senior independent non-executive director. All share dealings by other designated

senior management require the authorisation of the company secretary. Directors and other designated senior management are

prohibited from dealing during certain specified periods each year and at all other times when the Company is in possession of

price sensitive information.

Internal controls and the management of risk

The Board is ultimately responsible for the overall system of internal controls applied in the Company and its subsidiaries and for

reviewing the effectiveness of these controls. The system is designed to manage, but not eliminate, risks that may impede the

achievement of the Group’s business objectives. The internal controls system is designed to provide reasonable assurance (but

not absolute assurance) against material misstatement or loss.

Fyffes operates a comprehensive internal audit function under the direction of the audit committee. Both the internal audit and

risk management functions facilitate each other and, together with divisional management, they provide the Board with distinct

sources of reasonable assurance as to the effectiveness of the system of internal controls that underlies the Group’s control

environment.

Risk management within Fyffes is co-ordinated by the executive risk committee which reviews the implementation of the risk

management process consistently throughout the Group. The committee periodically advises the audit committee of its activities

which, in turn, reports to the Board at least annually enabling corrective initiatives to be undertaken where appropriate. The

executive risk committee assesses the key risks facing the Group and assists the Board in fulfilling its responsibility as to the

manner in which risk is recognised, assessed and managed on an ongoing basis. The members of the executive risk committee

during the year included the Group finance director, the head of internal audit, the company secretary, the head of information

technology and a number of other senior personnel.



Internal controls and the management of risk (continued)

Key risks that might impair the business from achieving its objectives are identified and assessed by conducting detailed reviews

with executive managers at divisional level. Divisional management is thereafter charged with the cost efficient mitigation of the

risks within their areas of responsibility. Risk evaluation and recommendations for strategic change are reviewed by the executive

risk committee which reports its findings to the audit committee for its consideration. The Board also conducts its own risk

identification and assessment so that it is sufficiently aware of the principal threats to which the Group may be exposed.

The Board, through the audit and executive risk committees, has reviewed and updated the process for identifying and

evaluating the significant risks affecting the business and the policies and procedures by which these risks are managed

effectively. The Board is satisfied that these structures and procedures are embedded throughout the Group and considers

them to be a robust and efficient mechanism for creating a culture of risk awareness at every level of management.

The directors regard the process of risk management as a positive medium for change, adding value in the interests of

shareholders by utilising sound and considered judgement, while simultaneously making the organisation alert to best

management practices.

Communications with shareholders and Annual General Meeting (AGM)

Communication with shareholders is an important part of Fyffes’ activities and is dealt with by senior personnel, including the

executive directors. There is regular dialogue and meetings with institutional shareholders, including general presentations after

the release of the annual and interim results. This often includes discussion of corporate governance matters. The Group also

has dialogue with proxy voting agencies from time to time on these issues. Feedback from contact with shareholders is given to

the Board at regular intervals. The Group publishes its preliminary and interim results presentations on the Company’s website

(www.fyffes.com). Stock Exchange announcements in respect of trading updates and corporate activity are similarly published

on the website.

A business presentation provided at the Group’s AGM, followed by a question and answer forum, offers shareholders the

opportunity to question the Board. The AGM is valued by the Board as an occasion where individual shareholders’ views and

suggestions can be noted and considered by the directors.

Details of proxy voting are announced in respect of each resolution considered at the AGM or any EGM. As in previous years,

the Company will arrange for the Notice of the 2016 AGM and related papers to be sent to shareholders at least 20 working

days before the meeting.

Accountability and audit

The contents of the operating and financial review, which includes a description of the key risks in the Group’s business model,

the directors’ report and financial statements (in addition to official Company press releases, Stock Exchange announcements

and interim results issued during the period) have been reviewed in order to ensure a balanced presentation, so that the

Group’s position and prospects may be properly appreciated by shareholders. The Board believes that the Annual Report, taken

as a whole, is fair, balanced and understandable and provides relevant and reliable information for shareholders. A summary

of directors’ responsibilities in respect of the financial statements is given on page 44. The system of internal controls and

risk management established to safeguard shareholders’ investment and the Company’s assets is set out above. The audit

committee, whose composition and functions are described on pages 35 to 37, has considered, in conjunction with the external

auditor, the accounting policies adopted in the financial statements. The committee has also evaluated the internal controls that

have been established within the Group.

http://www.fyffes.com



Environmental management, corporate responsibility and ethical trading initiatives

The European Commission has previously published recommendations governing the recognition, measurement and disclosure

of environmental issues in the annual reports of companies. Although the provisions of the recommendations are not binding

on Fyffes in the conduct of its business across the world, the Group recognises its social responsibility and endorses the growing

trend towards environmental accountability.

The Group actively promotes best business practices and standards that seek to enhance the health, education and conditions of

workers and their families and to universally encourage the use of sustainable farming methods by its suppliers. Further details

of the Group’s activities in this regard are set out on pages 22 and 23.

Directors’ remuneration

The disclosures regarding directors’ remuneration are set out in the report of the compensation committee on pages 38 to 43.

This report also includes details of the share ownership of the directors.


Audit Committee Report

Membership and responsibilities

Throughout 2015, the audit committee was comprised of independent non-executive directors J D McCourt (Chairman) and J

M O’Dwyer. The Board believes that J D McCourt satisfied the recommendation in the UK Code that at least one member of

the audit committee should have recent relevant financial experience. It is also satisfied that J M O’Dwyer, inter alia through

his membership of the committee, is sufficiently knowledgeable in relevant financial matters to enable him to fulfil his

responsibilities on the committee.

These responsibilities, which are reviewed periodically in line with best practice, are set out in the terms of reference of the audit

committee. They are summarised below:

1. to approve the terms of engagement and remuneration of the external auditor and to recommend to the Board, when

appropriate, any change in the external auditor;

2. to agree, in advance, with the external auditor the nature and scope of the audit as set out in their audit plan;

3. to review the Group’s preliminary and interim financial information and full year financial statements and to report to

the Board on the outcome of this review. As part of this process, the committee considers:

• the appropriateness of the Group’s accounting policies, including any changes in these policies;

• any significant judgemental matters;

• any significant audit adjustments;

• the continuing appropriateness of the going concern assumption;

• the contents of the directors’ report, the operating and financial review and chairman’s statement as set out in the

annual report;

• compliance with relevant financial reporting standards; and

• compliance with legal and Stock Exchange requirements.

4. to review any issues raised by the external auditor during the conduct of the audit. As part of this review, the

committee considers any report from the external auditor on their findings in relation to the Group’s financial systems

and controls, together with any management responses. In addition, the committee reviews any representation letter

required by the external auditor as part of the audit, prior to its endorsement by the Board. The committee also meets

the external auditor independently of management at least annually;

5. to annually assess and monitor the independence, objectivity and effectiveness of the external auditor. As part of this

process, the committee reviews the implementation of its policy in relation to the provision of non-audit services by the

external auditor taking into account relevant ethical guidance. In addition, the committee has established a policy on

the employment by the Group of former employees of the external auditor, which it monitors on an ongoing basis;

6. to meet regularly with the Group’s head of internal audit in order to review the internal audit programme and to

consider the findings on completed audits. The committee also reviews the adequacy of the resources of the internal

audit team and the co-ordination between the internal and external auditor. The committee is responsible, in

consultation with the Chairman of the Board, for the appointment or removal of the head of internal audit;

7. to address any other topics as requested by the Board, including to consider the findings of any internal investigations

and the response of management;

8. to review the Group’s arrangements for employees to raise concerns, in confidence, about possible impropriety in

financial reporting or other matters and to ensure there is provision for a proportionate investigation and follow-up of

such matters; and

9. to review, at least annually, the committee’s own performance and terms of reference and to report to the Board

how it has discharged its responsibilities, including recommending any changes it considers necessary to its terms of

reference to the Board for approval.


Audit Committee Report (continued)

Committee meetings in 2015

The audit committee schedules three routine meetings annually. There is a formal agenda for all meetings, which follows the

financial reporting cycle of the Company. Meetings are attended as appropriate by the Group finance director, the Group

financial controller, the head of internal audit and representatives of the external auditor. The main items addressed at the three

routine audit committee meetings held during 2015 were as follows:

February meeting

• Review of the draft statutory financial statements for the year ended 31 December 2014 (including the directors’ report,

the operating and financial review and the corporate governance report for the year), together with the draft preliminary

results announcement to the Stock Exchange.

• Review with the external auditor of the outcome of the audit of these financial statements, including discussion of any

significant audit issues. This included a private meeting with the external auditor without management present. As in

previous years, the significant audit issues arising related mainly to judgemental valuation matters including the carrying

value of the Group’s property assets, its intangible assets and goodwill, its biological assets and judgemental provisions

and accruals.

• Consideration of the letter of representation required by the external auditor in connection with the audit.

• Recommendation of the draft statutory financial statements to the Board. The committee received sufficient, reliable and

timely information from management and the external auditor to enable it to make this recommendation. There were no

disagreements with management or the external auditor in relation to any significant audit issues.

• Consideration of any observations or recommendations raised by the external auditor in its management letter, including

management responses.

• Periodic review with the head of internal audit.

• Review and approval of audit committee’s own terms of reference.

August meeting

• Review of the draft interim financial statements for the first half of the year, together with the draft interim results

announcement to the Stock Exchange.

• Consideration with the external auditor of their review of the interim financial statements.

• Consideration of the representation letter required by the external auditor arising from their review of the interim

financial statements.

• Recommendation of the draft interim financial statements to the Board.

• Periodic review with the head of internal audit.

• Consideration of the Group’s policies in relation to the provision of non-audit services by the external auditor, the

employment of former employees of the external auditor and other relevant matters.

December meeting

• Review with the external auditor of the nature and scope of the forthcoming audit as set out in the audit plan, including

consideration of the likely significant audit issues.

• Review of the proposed audit fees for the year.

• Consideration of the independence and objectivity of the external auditor, including assessment of the impact, in this

regard, of any non-audit services provided.

• Review of the report of the executive risk committee. Recommendation of this report for approval by the Board. (Further

details in relation to risk management are set out in the corporate governance report on pages 29 to 34).

• Periodic review with the head of internal audit, including a private meeting with the internal auditor without

management present.

• Review of the committee’s own effectiveness.


Audit Committee Report (continued)

Independence of external auditor

As part of its annual review of the independence of the external auditor, the audit committee seeks confirmation from the external

auditor that he is, in his professional judgement, independent of Fyffes. The committee also monitors the nature, extent and

scope of the non-audit services provided by the external auditor. In this regard, the engagement of the external auditor to provide

any non-audit services, where the expected costs exceed a pre-approved limit, requires the approval of the audit committee. The

amounts paid to the external auditor during the year, for audit and non-audit services, are disclosed on page 66.

Four key principles underpin the provision of non-audit services by the external auditor, namely that the auditor shall not:

• audit its own firm’s work;

• make management decisions for the Group;

• have a mutuality of financial interest with the Group; or

• be put in the role of advocate for the Group.

The committee also reviewed the Group’s practices in respect of the hiring of former employees of the external auditor in order

to assess whether such appointments might affect, or appear to affect, the external auditor’s independence. The committee is

advised in advance of any such proposed appointments.

The audit committee does, from time to time, consider whether it would be appropriate to put the audit out to tender but it is

currently satisfied the existing external auditor is effective in the conduct of the audit.

Performance evaluation

Towards the end of 2015, the committee, as part of the overall evaluation of the Board and its directors, undertook a self-

evaluation of its effectiveness. The outcome of this review, which was satisfactory, was reported to, and considered by, the

Board in December 2015.


Compensation Committee Report

Composition and terms of reference of compensation committee

The compensation committee comprises solely of the independent non-executive directors, J D McCourt (Chairman) and J M

O’Dwyer. J D McCourt has served on the compensation committees of other public companies in the past. These directors have

no financial interest other than as shareholders in the matters to be decided, no potential conflicts of interest other than as

shareholders in the matters to be decided, no potential conflicts of interest arising from cross-directorships and no day to day

involvement in the running of the business. J D McCourt is a non-executive director of Balmoral International Land Holdings plc,

in which Fyffes plc has a 40% stake.

The terms of reference of the compensation committee are:

• to establish the Company’s policy on executive directors and senior management remuneration;

• to establish the terms of service agreements, remuneration packages and employment conditions of executive directors;

• to approve the grant of share options to executive directors and employees and to determine whether the conditions as

set out in the share option scheme have been met;

• where appropriate to recommend to shareholders the establishment of medium or long term incentive schemes, to set

appropriate performance targets for such schemes, to define the basis of participation in such schemes and to determine

the grants of awards under such schemes;

• if necessary, to establish the amount and constituents of termination payments to be made to executive directors; and

• to report to shareholders on directors’ remuneration in accordance with the requirements of the Irish Stock Exchange and

Company Law.

The Chairman of Fyffes is consulted about the remuneration of the other executive directors and the compensation committee is

authorised to obtain independent professional advice, if deemed appropriate.

Remuneration policy

The Group’s policy on executive directors’ remuneration recognises that employment and remuneration conditions for senior

executives must properly reward and motivate them to perform in the best interests of the shareholders.

The recurring elements of the remuneration package for executive directors are basic salary and benefits, annual performance

bonus, short term incentive plan, pensions or payments in lieu of pensions and participation in the Company’s share option

scheme and profit sharing scheme. It is policy to grant share options to senior executives to encourage identification with

shareholders’ interests. Employees are encouraged to hold shares for a further period after the exercise of their options, subject

to the need to finance any cost of acquisition and associated tax liability. During 2012, the compensation committee undertook

a comprehensive review of the Group’s policy on the remuneration of its executive directors, including a bench-marking

review against a peer group of public companies. This resulted in an updated remuneration framework which was the basis for

determining the component elements of executive directors’ remuneration packages since then. Consultants, Mercers, advised

the committee on the benchmarking review and the framework.

Executive directors’ basic salary and benefits

Basic salaries of executive directors are reviewed annually with regard to personal performance, Group performance, inflation

trends and competitive market practice.

Performance related bonus

The Group pays performance related annual bonuses to the executive directors. The level earned in any one year depends

on an assessment of individual performance and the overall performance of the Group. Annual performance bonuses for the

executive directors are limited to 75% of basic salary, except in exceptional circumstances at the discretion of the compensation

committee. Given the very strong financial performance of the Group in 2015, the committee concluded that the performance

related bonus should be at the maximum 75% level for the year (2014: 75%).


Pensions

Until July 2015, the Executive Chairman and Finance Director were members of the Group’s defined benefit pension scheme

in Ireland. The Chief Operating Officer is a member of the Group’s defined benefit pension scheme in the Netherlands. These

schemes provided for pensions of two-thirds of pensionable salary for full service (40 years) at retirement. As further explained

in note 27 on page 91, in July 2015, the Group decided to close its Irish defined benefit pension scheme to future accrual and

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

related costs were settled by a final payment of €20 million. The final payment was made to settle the deficit in the scheme, to

eliminate the possibility of a claim by the trustees in respect of member expectations in relation to the scheme and to facilitate

transfers to the new defined contribution scheme. The total liabilities arising from the agreement with the trustees and members

as a result of the decision to terminate the scheme, calculated by the Group’s actuary on a consistent basis for all members,

amounted to €43.9 million. The total liabilities of the Irish scheme accrued in the Group’s financial statements at 31 July 2015,

the effective date of closure of the scheme, amounted to €30.1 million or 69% of the final settlement liabilities. The share of the

€13.9 million incremental liabilities attributable to the Executive Chairman and Finance Director in this regard amounted to €3.6

million and €2.4 million respectively.

The Executive Chairman and Finance Director have elected not to become members of the Group’s new Irish defined contribution

scheme following the termination of the defined benefit scheme. Instead, the compensation committee has approved additional

annual taxable, non-pensionable cash payments in lieu of pension contributions. These payments are equivalent to the amount of

pension contributions they would be entitled to if they were members of the defined contribution scheme. The amounts set out

below as pension contributions or payments in lieu of pension in respect of the Executive Chairman and Finance Director comprise

the contributions on their behalf to the Irish defined benefit scheme up to the end of July 2015, when that scheme terminated,

and the compensating cash payments made in respect of the period from August to December 2015. Following a change in

Dutch pension rules, the compensation committee has also approved additional taxable, non-pensionable payments for the Chief

Operating Officer so that the total pension contributions and payments in lieu of pension would be equivalent to the unrestricted

contributions previously made to the Group’s Dutch defined benefit scheme on his behalf. These payments are included in the

disclosed pension contributions or payments in lieu of pension contributions below.

Short term incentive plan

As in previous years, the compensation committee authorised a Short Term Incentive Plan (“STIP”) for the executive directors

for the year ended 31 December 2015, in addition to the annual performance bonus arrangements. The terms of the STIP for

executive directors provide for a maximum annual award of 75% of basic salary based on two performance criteria. The relative

total shareholder return measure determines up to 50% of any award and the achievement of a stretch earnings per share (EPS)

target determines a further 50% of any award. The basis of the STIP is designed to align elements of performance related pay

to shareholders’ interests. In 2015, the Group’s EPS has exceeded the stretch target set by the compensation committee. In

addition, Fyffes delivered a 55.9% total shareholder return in 2015, as measured under the rules of the STIP, which was in the

top quartile of the peer group. As a result, the STIP will pay out in full in respect of 2015, amounting to 75% of basic salary

(2014: 37.5%). The amounts accruing to the executive directors under the 2015 STIP are included in the analysis of directors’

remuneration on pages 40 to 41. Under the rules of the 2015 STIP, 50% of these awards will be deferred for a minimum of

two years and, unless this gives rise to adverse tax consequences for the directors, a minimum of 50% will be paid in the form

of Fyffes plc shares purchased in the market and held in an employee benefit trust for the benefit of the participants. Any such

shares at year end are included in the directors’ share interests disclosed on page 42.

Employee share option scheme

It is the Group’s policy to grant share options as an incentive to enhance performance and to encourage employee share ownership

in the Company. The current employee share options scheme was approved by shareholders in 2007 to replace the previous share

option scheme which had expired after ten years of operation. The percentage of share capital which can be issued under the

employee share option scheme, and individual limits, comply with institutional guidelines. The amount of ordinary share capital

over which options may be granted in any ten year period is limited to 5% of the aggregate of the issued ordinary share capital. At

31 December 2015, options had been granted but not yet exercised over 11,910,000 (2014: 11,774,000) ordinary shares at prices

ranging from €0.4525 to €1.184 or 3.6% (2014: 3.6%) of the issued ordinary share capital of the Company. Details of the share

options held by the executive directors and company secretary are set out on page 43.

Compensation Committee Report (continued)



Employee profit sharing scheme

The Company has an employee profit sharing scheme which appropriated shares at market value for directors and other

employees of the Group during the year. In December 2015, 16,988 ordinary €0.06 shares were appropriated on behalf of the

executive directors and 8,494 ordinary €0.06 shares on behalf of the company secretary. These transactions took place at the

market price on that day of €1.495 (total cost €38,000). Such shares held by the directors at the year end are included in the

directors’ share interests disclosed on page 42. Non-executive directors do not participate in this scheme.

Service contracts

No service contracts existed between the Company or any of its subsidiaries and any executive or non-executive directors during

the year, except in the case of C Bos.

C Bos’s service contract provides that he shall be entitled to a compensation payment equal to twice his income if his

employment is terminated by the Group except in one of the following circumstances: (i) a summary dismissal for an urgent

reason immediately communicated to C Bos within the meaning of Dutch law; (ii) after an illness lasting two years (or longer);

or (iii) termination of the employment agreement by law on reaching 65 years or such earlier retirement date as provided in his

pension scheme. Also, no compensation payment arises where his employment is terminated as a consequence of a dissolution

based on important reasons within the meaning of section 7:685 of the Dutch Civil Code at the request of the Company

provided that the dissolution is based on a change in circumstances within the meaning of section 7:685 of the Dutch Civil

Code. In calculating the compensation payment, C Bos’s contract provides that his income shall be understood to include his

annual salary, the vacation allowance payable under his contract and the average bonus paid to him over the three calendar

years preceding the termination of the employment.

Directors’ interests in contracts

There were no contracts at any stage during the year between the Company or any of its subsidiaries and any director of the

Company.

Directors’ remuneration

Aggregate directors’ remuneration for the year was as follows:

Executive Directors Non-Executive Directors Total

2015

€’000

2014

€’000

2015

€’000

2014

€’000

2015

€’000

2014

€’000

Basic salaries 1,464 1,464 - - 1,464 1,464

Fees - - 350 350 350 350

Performance bonuses 1,098 1,098 - - 1,098 1,098

Other benefits 61 59 - - 61 59

Short Term Incentive Plan 1,098 548 - - 1,098 548

Project Chicago - 425 - - - 425

Pension contributions or related payments 391 424 - - 391 424

Total remuneration 4,112 4,018 350 350 4,462 4,368

Number of directors (average) 3 3 4 4 7 7



Directors’ remuneration (continued)

In accordance with IFRS 2 Share-based Payment, a charge of €120,000 (2014: credit of €12,000) has been recognised in

the income statement in respect of share options granted to directors. In accordance with IAS 19 Employee Benefits, the

pension credit recognised in the income statement for executive directors amounted to €485,000 (2014: expense €340,000)

compared with cash contributions of €391,000 (2014: €424,000). The pension contributions or payments in lieu of pension

contributions for the individual executive directors were: D V McCann - €167,000 (2014: €186,000); C Bos - €134,000 (2014:

€133,000) and T G Murphy - €90,000 (2014: €105,000). The total pension contributions and related payments in 2015 for the

three executive directors, including the share of additional payments made in connection with the closure of the Group’s Irish

defined benefit pension scheme, referred to on page 39, amounted to €9.2 million. Actuarial gains recognised in the statement

of comprehensive income, in respect of pension benefits of executive directors, amounted to €993,000 (2014: losses of

€2,933,000).

Awards totalling €1,098,000 (2014: €548,000) have accrued to the executive directors under the Short Term Incentive Plan. The

amounts accruing to the individual directors are – D V McCann €527,000 (2014: €263,000), C Bos €314,000 (2014: €157,000)

and T G Murphy €257,000 (2014: €128,000). Other benefits for executive directors consist entirely of motor expenses.

Payments totalling €425,000 were made to the executive directors in 2014 in recognition of their exceptional additional

commitment of time and effort during the year in connection with the proposed merger with Chiquita (referred to as Project

Chicago). The payments to the individual directors were: D V McCann €200,000, C Bos €75,000 and T G Murphy €150,000.

The information for each director is as follows:

Salary

or Fees

Performance

Bonus

Other

Benefits

Total

2015

Total

2014

€’000 €’000 €’000 €’000 €’000

Executives

D V McCann 702 527 21 1,250 1,250

C Bos 419 314 23 756 754

T G Murphy 343 257 17 617 617

1,464 1,098 61 2,623 2,621

Non executives

R B Johnston 75 - - 75 75

J D McCourt 107 - - 107 107

J M O’Dwyer 93 - - 93 93

J R O’Hara 75 - - 75 75

350 - - 350 350

Sub-total 2,973 2,971

Pension contributions or related payments for executive directors 391 424

Project Chicago - 425

Short Term Incentive Plan 1,098 548

4,462 4,368


Pension entitlements of executive directors

The pension benefits attributable to the executive directors during the year and the total accrued pensions at the end of the year

were as follows:

Increase

in accrued

pension during

2015

Transfer value

of increase

during 2015

Total accrued

pension at

31 Dec 2015

Increase in

accrued

pension during

2014

Transfer

value of

increase during

2014

Total accrued

pension at

31 Dec 2014

(a) (b) (c) (a) (b) (c)

€’000 €’000 €’000 €’000 €’000 €’000

D V McCann 7 169 298 12 255 291

C Bos 7 113 117 5 78 110

T G Murphy 5 87 202 7 129 197

Total 19 369 617 24 462 598

(a) The increase in accrued pension during the year excluding inflation.

(a) The transfer value of the increase in accrued pension has been calculated on actuarial advice. These transfer values do not

represent sums paid or due, but are the amounts that the pension scheme would transfer to another pension scheme in

relation to the additional benefits accrued in the year, in the event of a member of the scheme leaving service.

(a) This represents the pension which would be paid annually, on normal retirement date, based on service to the end of this

accounting period.

As explained earlier, the Group’s Irish defined benefit pension scheme was terminated with effect from 31 July 2015. The accrual

of pension benefits ceased for D V McCann and T G Murphy at that date. The figures above represent the accrual of benefit up

to 31 July 2015 for both. As part of the wind up of that scheme, the members’ interests in the scheme were settled.

Directors’ and company secretary’s share interests

The interests of the directors in the issued share capital of the Company are shown below.

At 31 December 2015

Beneficial number

Fyffes plc

Ordinary shares of €0.06

At 31 December 2014

Beneficial number

Fyffes plc

Ordinary shares of €0.06

D V McCann 2,262,399 2,028,905

C Bos 92,147 25,000

T G Murphy 768,123 649,854

R B Johnston 7,000 7,000

J D McCourt 50,000 50,000

J M O’Dwyer 50,000 50,000

J R O’Hara - -

At 31 December 2015, the company secretary, S P Keenan, held 389,618 Fyffes plc ordinary €0.06 shares (2014: 335,611).




Directors’ and company secretary’s interests in share options

Information on directors’ and company secretary’s share options to subscribe for ordinary shares of the Company is set out below.

Options

held at

31 Dec

2014

Granted

Exercised

Lapsed

Options

held at

31 Dec

2015

Exercise

price

€

Date from

which

exercisable

(if vested)

Expiry

date

D V McCann 1,000,000 - - - 1,000,000 0.925 26/09/10 25/09/17

1,000,000 - - - 1,000,000 0.4525 06/09/12 05/09/19

800,000 - - - 800,000 0.483 02/10/15 30/09/22

- 520,000 - - 520,000 1.184 31/03/18 30/03/25

C Bos 500,000 - - - 500,000 0.925 26/09/10 25/09/17

600,000 - - - 600,000 0.4525 06/09/12 05/09/19

480,000 - - - 480,000 0.483 02/10/15 30/09/22

- 310,000 - - 310,000 1.184 31/03/18 30/03/25

T G Murphy 400,000 - - - 400,000 0.925 26/09/10 25/09/17

600,000 - - - 600,000 0.4525 06/09/12 05/09/19

480,000 - - - 480,000 0.483 02/10/15 30/09/22

- 310,000 - - 310,000 1.184 31/03/18 30/03/25

S P Keenan* 200,000 - - - 200,000 0.925 26/09/10 25/09/17

200,000 - - - 200,000 0.4525 06/09/12 05/09/19

160,000 - - - 160,000 0.483 02/10/15 30/09/22

- 105,000 - - 105,000 1.184 31/03/18 30/03/25

* Company secretary

There have been no movements in the share interests of the directors or company secretary between the year end and

26 February 2015. In addition, the directors and the company secretary have not been granted, nor have they exercised any

options between the year end and 26 February 2015.

Options granted under the 2007 Share Option Scheme are only exercisable when the earnings per share figure, in respect of the

third or any subsequent accounting period after the end of the basis year (ie accounting period preceding the date of the grant),

is greater than the earnings per share figure for the basis year by a percentage which is not less than (on a year on year basis) the

annual percentage increase in the consumer price index plus 5% compounded during that period.


Statement of Directors’ Responsibilities in respect of the Annual Report and Financial Statements

The directors are responsible for preparing the Annual Report and the Group and Company financial statements, in accordance

with applicable law and regulations.

Company law requires the directors to prepare Group and Company financial statements for each financial year. Under that law

and in accordance with AIM/ESM Rules, the Directors are required to prepare the Group financial statements in accordance with

IFRS as adopted by the EU and applicable law and have elected to prepare the Company financial statements in accordance with

IFRS as adopted by the EU and as applied in accordance with the Companies Act 2014.

Under company law the directors must not approve the Group and Company financial statements unless they are satisfied that

they give a true and fair view of the assets, liabilities and financial position of the Group and Company and of the Group’s profit

or loss for that year.

In preparing each of the Group and Company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRS as adopted by the EU; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and

Company will continue in business.

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time

the assets, liabilities, financial position and profit or loss of the Company and which enable them to ensure that the financial

statements of the Group are prepared in accordance with applicable IFRS, as adopted by the EU and comply with the provisions of

the Companies Act 2014. They have general responsibility for taking such steps as are reasonably open to them to safeguard the

assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law, the directors are also responsible

for preparing a Directors’ Report that complies with the Companies Act 2014. The directors are responsible for the maintenance

and integrity of the corporate and financial information included on the Company’s website. Legislation in the Republic of Ireland

governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.



Executive Chairman Finance Director


Independent Auditor’s Report to the Members of Fyffes plc

We have audited the Group and Company financial

statements (the “financial statements”) of Fyffes plc for the

year ended 31 December 2015 which comprise the Group

income statement, the Group statement of comprehensive

income, the Group and Company statement of movement

in equity, the Group and Company balance sheet, the Group

and Company cash flow statements and the related notes.

The financial reporting framework that has been applied

in their preparation is Irish law and International Financial

Reporting Standards (IFRS) as adopted by the European Union,

and, as regards the parent Company financial statements, as

applied in accordance with the provisions of the Companies

Acts 2014.

Opinions and conclusions arising from our audit

Our opinion on the financial statements is unmodified

In our opinion:

• the Group financial statements give a true and fair

view of the assets, liabilities and financial position of

the Group as at 31 December 2015 and of its profit

for the year then ended;

• the Company balance sheet gives a true and fair view

of the assets, liabilities and financial position of the

Company as at 31 December 2015;

• the Group financial statements have been properly

prepared in accordance with IFRS as adopted by the

European Union;

• the Company financial statements have been properly

prepared in accordance with IFRS as adopted by the

European Union as applied in accordance with the

provisions of the Companies Act 2014; and

• the Group financial statements and Company financial

statements have been properly prepared in accordance

with the requirements of the Companies Acts 2014.

Our conclusions on other matters on which we are

required to report by the Companies Act 2014 are set

out below

We have obtained all the information and explanations which

we consider necessary for the purposes of our audit.

In our opinion the accounting records of the Company were

sufficient to permit the financial statements to be readily

and properly audited and the financial statements are in

agreement with the accounting records.

In our opinion the information given in the Directors’ Report is

consistent with the financial statements.

We have nothing to report in respect of matters on

which we are required to report by exception

ISAs (UK & Ireland) require that we report to you if, based

on the knowledge we acquired during our audit, we have

identified information in the annual report that contains a

material inconsistency with either that knowledge or the

financial statements, a material misstatement of fact, or that

is otherwise misleading.

In addition, the Companies Act 2014 requires us to report

to you if, in our opinion, the disclosures of directors’

remuneration and transactions required by sections 305 to

312 of the Act are not made.

Basis of our report, responsibilities and restrictions

on use

As explained more fully in the Statement of Directors’

Responsibilities set out on page 44, the directors are

responsible for the preparation of the financial statements

and for being satisfied that they give a true and fair view

and otherwise comply with the Companies Act 2014.

Our responsibility is to audit and express an opinion on

the financial statements in accordance with Irish law and

International Standards on Auditing (UK and Ireland). Those

standards require us to comply with the Financial Reporting

Council’s Ethical Standards for Auditors.

An audit undertaken in accordance with ISAs (UK &

Ireland) involves obtaining evidence about the amounts

and disclosures in the financial statements sufficient to

give reasonable assurance that the financial statements

are free from material misstatement, whether caused by

fraud or error. This includes an assessment of: whether

the accounting policies are appropriate to the Group and

Company’s circumstances and have been consistently applied

and adequately disclosed; the reasonableness of significant

accounting estimates made by the directors; and the overall

presentation of the financial statements.

In addition, we read all the financial and non-financial

information in the Annual Report to identify material

inconsistencies with the audited financial statements and to

identify any information that is apparently materially incorrect


based on, or materially inconsistent with, the knowledge

acquired by us in the course of performing the audit. If we

become aware of any apparent material misstatements or

inconsistencies we consider the implications for our report.

Whilst an audit conducted in accordance with ISAs (UK

& Ireland) is designed to provide reasonable assurance of

identifying material misstatements or omissions it is not

guaranteed to do so. Rather the auditor plans the audit to

determine the extent of testing needed to reduce to an

appropriately low level the probability that the aggregate

of uncorrected and undetected misstatements does not

exceed materiality for the financial statements as a whole.

This testing requires us to conduct significant audit work on

a broad range of assets, liabilities, income and expense as

well as devoting significant time of the most experienced

members of the audit team, in particular the engagement

partner responsible for the audit, to subjective areas of the

accounting and reporting.

Our report is made solely to the Company’s members, as

a body, in accordance with section 391 of the Companies

Act 2014. Our audit work has been undertaken so that we

might state to the Company’s members those matters we are

required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the

Company and the Company’s members as a body, for our audit

work, for this report, or for the opinions we have formed.

26 February 2016

Ryan McCarthy

for and on behalf of

KPMG

Chartered Accountants, Statutory Audit Firm

1 Stokes Place

St Stephen’s Green

Dublin 2

Independent Auditor’s Report to the Members of Fyffes plc (continued)


Notes

Pre-

Exceptional

2015

€’000

Exceptional

2015

€’000

Total

2015

€’000

Pre-

Exceptional

2014

€’000

Exceptional

2014

€’000

Total

2014

€’000

Total revenue 1 1,222,549 - 1,222,549 1,090,887 - 1,090,887

Less: share of revenue of

joint ventures

13

(237,257) - (237,257) (238,309) - (238,309)

Group revenue 1 985,292 - 985,292 852,578 - 852,578

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

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

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

Administrative expenses 6 (44,881) (9,096) (53,977) (40,373) (14,339) (54,712)

Other operating income 2/6 3,599 - 3,599 4,041 18,594 22,635

Other operating expenses 3/6 (1,775) - (1,775) (846) (4,157) (5,003)

Share of profit of joint

ventures after tax

13

356 (2,882) (2,526) 1,273 - 1,273

Share of profit/(loss) of

associates after tax

– Balmoral International

Land Holdings plc 13 - - - - - -

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

Financial income 4 130 264

Financial expense 4 (878) (1,010)

Profit before tax 31,786 38,179

Income tax charge 7 (4,246) (4,048)

Profit for the financial year –

continuing operations 27,540 34,131

Attributable as follows:

Equity shareholders of the

Company 27,425 33,910

Non-controlling interests 20 115 221

27,540 34,131

Earnings per ordinary

share – cent

9

Basic 9.28 11.40

Diluted 9.10 11.20

D V McCann, Executive Chairman T G Murphy, Finance Director 26 February 2016

Group Income Statementfor the financial year ended 31 December 2015


Notes 2015

€’000

2014

€’000

Profit for the financial year 27,540 34,131

Other comprehensive income

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

Translation of net assets of equity investments

- subsidiaries 16,073 14,573

- joint ventures 13 1,059 1,057

Cash flow hedges

- effective portion of changes in fair value 2,587 11,369

- reclassified to the income statement (12,869) (2,012)

Deferred tax relating to cash flow hedges net of reclassification 25 1,285 (1,170)

Items that will never be reclassified to profit or loss

Actuarial gain/(loss) recognised on defined benefit pension schemes 27 2,521 (12,379)

Deferred tax on actuarial movement on defined benefit pension schemes 25 (922) 1,921

Share of actuarial loss on joint ventures defined benefit pension schemes 13 (356) (2,239)

Deferred tax on actuarial losses on joint ventures defined benefit pension schemes 13 49 524

Other comprehensive income – net of tax 9,427 11,644

Total comprehensive income 36,967 45,775

Attributable as follows:

Equity shareholders of the Company 36,852 45,554

Non-controlling interest 20 115 221

Total comprehensive income 36,967 45,775



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


Shar

e

Cap

ital

€’00

0

Shar

e

Prem

ium

€’00

0

Cap

ital

Res

erve

s

€’00

0

Shar

e

Op

tio

n

Res

erve

€’00

0

Cu

rren

cy

Tran

slat

ion

Res

erve

€’00

0

Rev

alu

atio

n

Res

erve

€’00

0

Ow

n S

har

e

Res

erve

€’00

0

Hed

gin

g

Res

erve

€’00

0

Ret

ain

ed

Earn

ing

s

€’00

0

Shar

eho

lder

s’

Fun

ds

€’00

0

No

n-

con

tro

llin

g

Inte

rest

s

€’00

0

Tota

l

Equ

ity

€’00

0

Bala

nce

at 1

Jan

uary

201

419

,544

99,1

0574

,107

2,62

6(1

3,84

0)2,

275

(17,

369)

(3,5

06)

(15,

375)

147,

567

1,33

914

8,90

6

Profi

t fo

r ye

ar-

--

--

--

-33

,910

33,9

1022

134

,131

Shar

e op

tions

exe

rcis

ed2

12-

--

--

--

14-

14

Fore

ign

curr

ency

tra

nsla

tion

effe

cts

(incl

sha

re o

f jo

int

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ures

)-

--

-15

,630

--

--

15,6

30-

15,6

30

Effe

ctiv

e po

rtio

n of

cas

h flo

w h

edge

s

(net

of

defe

rred

tax

)-

--

--

--

8,18

7-

8,18

7-

8,18

7

Act

uaria

l los

s on

defi

ned

bene

fit p

ensi

on

sche

mes

(net

of

defe

rred

tax

)-

--

--

--

-(1

0,45

8)(1

0,45

8)-

(10,

458)

Shar

e of

act

uaria

l los

s on

join

t ve

ntur

es d

efine

d

bene

fit s

chem

es (n

et o

f de

ferr

ed t

ax)

--

--

--

--

(1,7

15)

(1,7

15)

-(1

,715

)

Acq

uisi

tion

of o

wn

shar

es-

--

--

-(3

,038

)-

-(3

,038

)-

(3,0

38)

Cur

renc

y m

ovem

ents

in r

eval

uatio

n re

serv

es-

--

-(5

3)53

--

--

--

Unv

este

d sh

are

optio

ns c

redi

ted

to in

com

e

stat

emen

t-

--

(985

)-

--

--

(985

)-

(985

)

Shar

e ba

sed

paym

ents

--

-14

3-

--

--

143

-14

3

Div

iden

ds t

o sh

areh

olde

rs-

--

--

--

-(6

,571

)(6

,571

)-

(6,5

71)

Bal

ance

at

31 D

ecem

ber

201

419

,546

99,1

1774

,107

1,78

41,

737

2,32

8(2

0,40

7)4,

681

(209

)18

2,68

41,

560

184,

244

Profi

t fo

r ye

ar-

--

--

--

-27

,425

27,4

2511

527

,540

Shar

e op

tions

exe

rcis

ed15

21,

297

-(3

51)

--

--

351

1,44

9-

1,44

9

Fore

ign

curr

ency

tra

nsla

tion

effe

cts

(incl

sha

re o

f jo

int

vent

ures

)-

--

-17

,132

--

--

17,1

32-

17,1

32

Effe

ctiv

e po

rtio

n of

cas

h flo

w h

edge

s

(net

of

defe

rred

tax

)-

--

--

--

(8,9

97)

-(8

,997

)-

(8,9

97)

Act

uaria

l gai

n on

defi

ned

bene

fit p

ensi

on

sche

mes

(net

of

defe

rred

tax

)-

--

--

--

-1,

599

1,59

9-

1,59

9

Shar

e of

act

uaria

l los

s on

join

t ve

ntur

es d

efine

d

bene

fit s

chem

es (n

et o

f de

ferr

ed t

ax)

--

--

--

--

(307

)(3

07)

-(3

07)

Cur

renc

y m

ovem

ents

in r

eval

uatio

n re

serv

es-

--

-(5

2)52

--

--

--

Shar

e ba

sed

paym

ents

--

-27

3-

--

--

273

-27

3

Div

iden

ds t

o sh

areh

olde

rs-

--

--

--

-(7

,364

)(7

,364

)-

(7,3

64)

Bal

ance

at

31 D

ecem

ber

201

519

,698

100,

414

74,1

071,

706

18,8

172,

380

(20,

407)

(4,3

16)

21,4

9521

3,89

41,

675

215,

569

Group Statement of Movement in Equityfor the financial year ended 31 December 2015


Notes 2015 €’000

2014 €’000

Assets

Non-current

Property, plant and equipment 10 123,099 96,429

Investment property 11 5,524 5,202

Goodwill and intangible assets 12 39,851 24,452

Other receivables 17 - 4,682

Investments in joint ventures and associate 13 36,376 40,171

Equity investments 14 16 16

Deferred tax assets 25 11,044 11,596

Total non-current assets 215,910 182,548

Current

Inventories 15 60,198 48,812

Biological assets 16 21,314 18,715

Trade and other receivables 17 119,149 91,966

Corporation tax recoverable 1,222 545

Hedging instruments 30 3,118 6,379

Cash and cash equivalents 18 22,759 22,069

Total current assets 227,760 188,486

Total assets 443,670 371,034

Equity

Called-up share capital 19,698 19,546

Share premium 100,414 99,117

Other reserves 19 72,287 64,230

Retained earnings 21,495 (209)

Total equity attributable to equity shareholders of Company 213,894 182,684

Non-controlling interests 20 1,675 1,560

Total equity 215,569 184,244

Liabilities

Non-current

Interest bearing loans and borrowings 21 1,337 9,833

Other payables 22 3,780 7,902

Provisions 23 1,864 1,987

Corporation tax payable 9,508 10,330

Deferred tax liabilities 25 3,922 3,952

Employee retirement benefits 27 32,148 41,448

Total non-current liabilities 52,559 75,452

Current

Interest bearing loans and borrowings 21 60,703 23,955

Trade and other payables 22 104,611 83,761

Provisions 23 1,627 1,985

Corporation tax payable 815 608

Hedging instruments 30 7,786 1,029

Total current liabilities 175,542 111,338

Total liabilities 228,101 186,790

Total equity and liabilities 443,670 371,034

D V McCann, Executive Chairman T G Murphy, Finance Director 26 February 2016

Group Balance Sheet as at 31 December 2015


Notes 2015

€’000

2014

€’000

Operating activities

Profit for financial year 27,540 34,131

Adjustments for:

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

Impairment of property, plant and equipment 10 - 4,157

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

Equity settled share-based compensation (2014: net of gain on lapsed options) 273 (842)

Defined benefit pension scheme expense (net of exceptional settlement gain) 27 1,065 2,943

Contributions to defined benefit pension schemes 27 (9,626) (3,730)

Payments to MNOPF and MNRPF 23 (5,171) (599)

Reduction in deferred consideration liability 23 (37) -

Gain on partial disposal of investment in joint venture 13 (687) -

Share of loss/(profit) of joint ventures 13 2,526 (1,273)

Movement in trade and other receivables (16,106) (12,495)

Movement in trade and other payables 15,580 2,084

Movement in inventories/biological assets (9,426) (4,636)

Decrease in fair value of biological assets 16 673 513

Income tax charge 7 4,246 4,048

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

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

Interest income 4 (130) (264)

Interest expense 4 878 1,010

Interest received 68 201

Interest paid (692) (797)

Net cash inflow from operating activities 16,509 27,668

Investing activities

Acquisition of subsidiaries 26 (26,790) -

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

Investment in joint ventures 13 - (873)

Dividend paid by joint ventures 13 1,533 221

Proceeds on partial disposal of investment in joint venture 13 271 -

Payment of deferred acquisition consideration 23 (92) (2,481)

Joint venture becoming a subsidiary 13 5 -

Acquisition of investment property 11 - (4,090)

Proceeds from disposal of property, plant and equipment 633 433

Net cash (outflow) from investing activities (36,708) (29,626)

Group Cash Flow Statementfor the financial year ended 31 December 2015


Group Cash Flow Statement (continued)

for the financial year ended 31 December 2015

Notes 2015

€’000

2014

€’000

Financing activities

Proceeds from the issue of share capital 1,449 14

Purchase of own shares - (3,038)

Proceeds from borrowings 40,000 8,000

Repayment of borrowings (8,000) (5,187)

Capital element of lease payments 18 (1,527) (1,313)

Dividends to Company equity shareholders 8 (7,364) (6,571)

Net cash inflow/(outflow) from financing activities 24,558 (8,095)

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

Cash and cash equivalents, incl. bank overdrafts at beginning of year 16,730 25,300

Effect of exchange rate fluctuations on cash and cash equivalents 18 1,045 1,483

Cash and cash equivalents, incl bank overdrafts at end of year 18 22,134 16,730

Group Reconciliation of Net (Debt)/Fundsfor the financial year ended 31 December 2015

Notes 2015

€’000

2014

€’000

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

Proceeds from new borrowings (40,000) (8,000)

Repayment of borrowings 8,000 5,187

Capital element of lease payments 18 1,527 1,313

New finance leases 18 (1,238) (861)

Foreign exchange movement 18 (210) 258

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

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

Net (debt) at end of year 18 (39,281) (11,719)


Significant Accounting Policies

Fyffes plc (the “Company”) is tax resident and incorporated in Ireland. The consolidated financial statements of the Company

for the financial year ended 31 December 2015 comprise the individual financial statements of the Company and its subsidiaries

(together referred to as “the Group”) and the Group’s interest in its joint ventures and associate using the equity method of

accounting. The Group is one of the largest operators in the tropical fresh produce sector globally.

The individual and consolidated financial statements of the Company were authorised for issue by the directors on 25 February

2016. The accounting policies applied consistently in the preparation of the financial statements for the financial year ended 31

December 2015 are set out below.

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards

(IFRS) as adopted by the EU. The individual financial statements of the Company (“Company financial statements”) have been

prepared in accordance with IFRS as adopted by the EU and as applied in accordance with the Companies Act 2014. The IFRS

adopted by the EU applied by the Company and Group in the preparation of these financial statements are those that were

effective for accounting periods ending on or before 31 December 2015.

Basis of preparation

The consolidated and individual financial statements of the Company are prepared on the historical cost basis except that the

following assets and liabilities are stated at their fair value: property, derivative financial instruments, share based payments at

grant date and biological assets. In addition, the assets and liabilities in the Group’s defined benefit pension schemes are valued

in accordance with the retirement benefits accounting policy on page 58. The accounting policies have been applied consistently

for all periods presented and by all Group entities. The financial statements are presented in euro, the Company’s functional

currency, rounded to the nearest thousand, except where otherwise indicated.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and

assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The

estimates and associated assumptions are based on historical experience and various other factors that are believed to be

reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of

assets and liabilities that are not readily apparent from other sources.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future

periods if the revision affects both current and future periods.

Judgements made by management in the application of IFRS that have a significant effect on the financial statements and

estimates with a significant risk of material adjustment in the next year are discussed in note 31.

The profit attributable to equity shareholders dealt with in the financial statements of the Company was €129,000 (2014:

€9,888,000). In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from

presenting its individual profit and loss account, which forms part of the approved financial statements, to the Annual General

Meeting and from filing it with the Registrar of Companies.


Significant Accounting Policies (continued)

Accounting for subsidiaries, joint ventures and associates

Group financial statements

Subsidiaries

Subsidiaries are those entities which are controlled by the Group. The Group controls an entity when it is exposed to, or has rights

to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the

entity. Subsidiaries are consolidated from the date on which control is transferred to the Group until the date that control ceases.

The amounts included in these financial statements in respect of subsidiaries are taken from their latest financial statements. The

accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the Group if necessary.

Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, any related non-

controlling interest and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest

retained in the former subsidiary is measured at fair value when control is lost.

Non-controlling interests

Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Joint ventures and associates

The Group’s interests in equity-accounted investees comprise interests in joint ventures and associates. A joint venture is

an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement,

rather than rights to its assets and obligations for its liabilities. Associates are those entities in which the Group has significant

influence, but not control or joint control, over the financial and operating policies. Interests in joint ventures and associates are

accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to

initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive

income of equity-accounted investees, until the date on which significant influence or joint control ceases.

Transactions eliminated on consolidation

Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions are

eliminated in preparing the Group financial statements. Unrealised gains, together with income and expenses, arising from

transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in the equity. Unrealised

losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Company financial statements

Investments in subsidiaries, joint ventures and associates are carried at cost less impairment. Dividend income is recognised

when the right to receive payment is established.

Property, plant and equipment

Land and buildings are recognised at fair value with the increase in the value of any property reflected in revaluation gains in the

statement of comprehensive income. The fair value is based on market value, being the estimated amount for which a property

could be exchanged in an arms length transaction.

Plant and equipment is stated at cost less accumulated depreciation and impairment losses. Subsequent expenditure is

capitalised only when it increases the future economic benefits embodied in the item of property, plant and equipment. All other

expenditure including repairs and maintenance costs are recognised in the income statement as an expense as incurred.

Depreciation is calculated to write off the carrying amount of property, plant and equipment, other than freehold land, on a

straight line basis, by reference to the following estimated useful lives:



Property, plant and equipment (continued)

• Freehold properties: 30-50 years.

• Leasehold improvements: Over the shorter of 40 years or the unexpired portion of the lease.

• Plant and equipment: 5-20 years.

• Motor vehicles: 5 years.

The residual value of assets, if not insignificant, and the useful life of assets, is reassessed annually.

Gains and losses on disposal of property, plant and equipment are recognised on the ultimate completion of sale. Gains and

losses on disposals are determined by comparing the proceeds received with the carrying amount and are included in operating

profit.

Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the

ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment

property is measured initially at cost and subsequently at fair value with any change therein recognised in profit or loss. Cost

includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed

investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the

investment property to a working condition for its intended use and capitalised borrowing costs where applicable.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal

and the carrying value of the item) is recognised in profit or loss. When an investment property that was previously classified as

property, plant and equipment is sold, any related amount included in the revaluation reserve is transferred to retained earnings.

Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the

ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on

the first-in, first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing

location and condition, and transfers from biological assets.

Foreign currency

Transactions in foreign currencies are translated into the functional currency of the entity at the foreign exchange rate ruling at

the date of the transaction. Non-monetary assets carried at historic cost are not subsequently retranslated. Non-monetary assets

carried at fair value are subsequently remeasured at the exchange rate at the date of valuation. Monetary assets and liabilities

denominated in foreign currencies at the reporting date are translated into functional currencies at the foreign exchange rate

ruling at that date. Foreign exchange movements arising on translation are recognised in the income statement.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are

translated to euro at the foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are

translated to euro at the average exchange rate for the financial period. Foreign exchange movements arising on translation of

the net investment in a foreign operation, including those arising on long term intra Group loans deemed to be quasi equity in

nature, are recognised in other comprehensive income, in the currency translation reserve in equity.

Any movements that have arisen since 1 January 2004, the date of transition to IFRS, are recognised in the currency translation

reserve and are reclassified to the income statement on disposal of the related business. Translation differences that arose before

the date of transition to IFRS in respect of all non-euro denominated operations are not presented separately.



Foreign currency (continued)

The principal non-euro currencies applicable to the Group are Sterling and the US Dollar. The average and closing rates to the

euro for these currencies were:

Average Closing

2015 2014 2015 2014

Pound Sterling 0.7258 0.8058 0.7365 0.7820

US Dollar 1.1100 1.3631 1.0859 1.2170

Business combinations

Acquisitions on or after 1 January 2010

Since 1 January 2010, the Group has applied IFRS 3 Business Combinations (2008) in accounting for business combinations.

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which

control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to

obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently

are exercisable.

For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:

• the fair value of the consideration transferred; plus

• the recognised amount of any non-controlling interests in the acquiree; plus

• if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of the pre-existing relationships. Such amounts

are generally recognised in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in

connection with a business combination are expensed as incurred.

When the initial accounting for a business combination is determined provisionally, any adjustments to the provisional values

allocated to the identifiable assets, liabilities and contingent liabilities are made within twelve months of the acquisition date.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is

classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair

value of the contingent consideration are recognised in profit or loss.

Leased assets

Assets held under leasing arrangements that transfer substantially all the risks and rewards of ownership (finance leases) to the

Group are included in the balance sheet as property, plant and equipment at cost less accumulated depreciation and the capital

element of future rentals is treated as a liability. The interest element is charged to the income statement over the period of

the finance lease, in proportion to the balance of capital repayments outstanding. Rental costs in respect of all other leases are

charged to the income statement as incurred.



Goodwill

Goodwill represents amounts arising on acquisition of subsidiaries, joint ventures and associates. In respect of business acquisitions

that have occurred between 1 January 2004 and 1 January 2010, goodwill represents the difference between the cost of the

acquisition and the fair value of the net identifiable assets acquired. Transaction costs, other than those associated with the issue

of debt or equity securities, that the Group incurred in connection with business combinations prior to 1 January 2010 were

capitalised as part of the cost of the acquisition. In respect of acquisitions prior to this date, goodwill is included on the basis of

its deemed cost, ie original cost less accumulated amortisation since acquisition up to 31 December 2003, which represents the

amount recorded under Irish GAAP. The Group elected under IFRS 1, at the date of transition to IFRS, not to apply IFRS 3, Business

Combinations to previous transactions and therefore the reclassification and accounting treatment of business combinations

that occurred prior to 1 January 2004 was not reconsidered in preparing the Group’s opening IFRS balance sheet at 1 January

2004. The basis for measurement of goodwill on acquisitions after 1 January 2010 is set out in the accounting policy for business

combinations above. Goodwill is allocated to cash generating units and is not amortised but is tested annually for impairment at

a consistent time each year. Goodwill is now stated at cost or deemed cost less any accumulated impairment losses. In respect of

joint ventures and associates, the carrying amount of goodwill is included in the carrying amount of the investment.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill

associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or

loss on disposal of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the

operation disposed of and the portion of the cash generating unit retained.

Intangible assets

Trademarks are carried at historic cost. The directors are of the opinion that the Fyffes trademark has an indefinite useful life

and therefore it is not amortised, but subject to annual impairment testing. Other identifiable intangible assets that are acquired

by the Group are stated at cost, except for those arising on a business combination which are measured at fair value on initial

recognition, less accumulated amortisation and impairment losses, when separable or arising from contractual or other legal

rights and reliably measurable.

Amortisation is expensed in the income statement on a straight line basis over the estimated useful lives of intangible assets,

unless such lives are indefinite, from the date they are available for use. Intangible assets, mainly reflecting the value of customer

relationships which arise on acquisitions, are amortised over their useful lives.

Impairment of non-financial assets

The carrying amounts of the Group’s assets, other than biological assets (which are stated at fair value), inventories (which are

carried at the lower of cost and net realisable value) and deferred tax assets (which are recognised based on recoverability), are

reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, an

impairment test is carried out and the asset is written down to its recoverable amount as appropriate. Goodwill and intangible

assets with an indefinite useful life are tested for impairment at each balance sheet date.

The recoverable amount of an asset is the greater of its fair value less cost of sale and value in use. In assessing value in

use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely

independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are

allocated first to reduce the carrying amount of any goodwill related to cash-generating units and then to reduce the carrying

amount of the other assets in the unit on a pro rata basis.

An impairment loss, other than in the case of goodwill, is reversed if there has been a change in the estimates used to determine

the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the

carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.



Employee benefits

Short term employee benefits

Short term employee benefits are measured on an undiscounted basis and are recognised as expenses as the related employee

service is received.

Retirement benefits obligations – Group financial statements

Obligations for contributions to defined contribution pension schemes are expensed as the related service is provided. Prepaid

contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

The Group’s net obligation in respect of defined benefit schemes is calculated separately for each scheme by estimating the

amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting

the fair value of any scheme assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method.

When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic

benefits available in the form of any future refunds from the scheme or reductions in future contributions to the scheme. To

calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on scheme

assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other

comprehensive income. The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for

the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to

the then net defined benefit liability/(asset), taking into account any changes in the net defined benefit liability/(asset) during the

period as a result of contributions and benefit payments. Net interest expense and other expenses related to the defined benefit

schemes are recognised in profit or loss.

When the benefits of a scheme are changed or when a scheme is curtailed, the resulting change in benefit that relates to past

service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the

settlement of a defined benefit scheme when the settlement occurs.

Retirement benefit obligations – Company financial statements

The Company is not the sponsoring employer for any of the Group’s defined benefit pension schemes. The employees of

the Company are members of different defined benefit pension schemes operating within the Group. There is no stated

policy within the Group in relation to the obligations of Group companies to contribute to scheme deficits. Group companies

make contributions to the schemes as requested by the sponsoring employers. Consequently, the Company accounts for its

contributions to defined benefit pension schemes on a defined contribution basis.

Share based payments

The grant date fair value of options granted under the Group’s equity settled share option scheme is recognised as an expense with

a corresponding increase in equity over the period during which the employees become unconditionally entitled to the options. The

fair value of the options granted is measured using a binomial lattice model, taking into account the terms and conditions upon

which the options were granted. Vesting conditions are non-market and consequently the amount recognised as an expense is

adjusted to reflect the actual number of share options that vest. The proceeds received net of any directly attributable transaction

costs are credited to share capital (nominal value) and share premium when vested awards are converted into ordinary shares. The

Group has no cash-settled share-based payment transactions as defined in IFRS 2.

To the extent that the Group receives a tax deduction relating to the services paid in shares, deferred tax in respect of share options

is provided on the basis of the difference between the expected fair value of the underlying equity as at the date the instrument is

expected to be exercised and the exercise price of the option; as a result, the deferred tax impact of share options will not directly

correlate with the expense reported in the Group income statement.



Biological assets

Certain of the Group’s subsidiaries involved in the production of fresh produce recognise biological assets, which includes

agricultural produce due for harvest on plantations. Biological assets are stated at fair value less estimated point of sale costs,

with any resultant gain or loss recognised in the income statement. Point of sale costs include all costs that would be necessary

to sell the assets.

Taxation

Taxation expense for the year comprises current and deferred tax. Taxation is recognised in the income statement except to the

extent that it relates to items recognised directly in equity, in which case the related tax is recognised in other comprehensive

income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates and laws that have

been enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. If the temporary difference arises from initial recognition of an

asset or liability in a transaction other than a business combination that at the time of the transaction does not affect accounting

nor taxable profit or loss, it is not recognised. Deferred tax is provided on temporary differences arising on investments in

subsidiaries, joint ventures and associates, except where the timing of the reversal of the temporary difference is controlled

by the Group and it is probable that the temporary difference will not reverse in the foreseeable future or where no taxation

is expected to arise on any ultimate remittance. The amount of deferred tax provided is based on the expected manner of

realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the

balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be

available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that

the related tax benefit will be realised.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a

past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of the

provision can be measured reliably. If the effect is material, provisions are determined by discounting the expected future cash

flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits, including bank deposits of less than three months maturity.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a

component of cash and cash equivalents for the purpose of the cash flow statement.

Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognised

in equity as a deduction, net of tax, from the proceeds.

Repurchase, cancellation and reissue of share capital (treasury shares)

When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly

attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury

shares and are presented in the reserve for own shares. When treasury shares are cancelled, the nominal value of the shares is

transferred from ordinary share capital to the capital redemption reserve and the balance in the own shares reserve is set against

retained earnings.


Financial instruments

Trade and other receivables

Trade and other receivables are initially measured at fair value and are thereafter measured at amortised cost using the effective

interest method less any provision for impairment. A provision for impairment of trade receivables is recognised when there is

objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest method.

Short term bank deposits

Short term bank deposits of greater than three months maturity which do not meet the definition of cash and cash equivalents

are classified as financial assets available for sale within current assets and stated at fair value in the balance sheet.

Equity investments

Equity investments held by the Group and Company are classified as being available-for-sale and are stated at fair value, with

any resultant gain or loss being recognised directly in equity (in the fair value reserve), except for impairment losses. When a

devaluation of these assets is significant or prolonged, it is removed from the fair value reserve and shown as an impairment loss

in the income statement. When these investments are derecognised, the cumulative gain or loss previously recognised directly in

equity is recognised in the income statement.

Derivative financial instruments

Foreign currency or fuel derivatives are entered into only when they match an existing foreign currency asset or liability or where

they are used to hedge a forecasted transaction. The Group does not enter into speculative transactions. Derivative financial

instruments are measured at fair value at each reporting date and the movement in fair value is recognised in the income statement

unless they are designated as cash flow hedges under IAS 39. Where such instruments are classified as cash flow hedges, and

subject to the satisfaction of certain criteria relating to the documentation of the risk, objectives and strategy for the hedging

transaction and the ongoing measurement of its effectiveness, they are accounted for under hedge accounting rules. In such cases,

any gain or loss arising on the effective portion of the derivative instrument is recognised in the hedging reserve, as a separate

component of equity. Gains or losses on any ineffective portion of the derivative are recognised in the income statement. When the

hedged transaction matures, the related gains or losses in the hedging reserve are transferred to the income statement.

Interest bearing borrowings

Interest bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial

recognition, interest bearing borrowings are stated at amortised cost with any difference between cost and redemption value

being recognised in the income statement over the period of the borrowings on an effective interest basis.

Revenue

Revenue comprises the fair value of the sale of goods, excluding value added tax, delivered to or collected by third party

customers during the accounting period, net of any returns, discounts or rebates and after eliminating sales within the Group.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods are transferred

to the buyer.



Finance income and expense

Finance income comprises interest income on funds invested and dividend income on financial assets. Interest income is

recognised as it accrues using the effective interest method. Finance expense comprises interest expense on borrowings,

unwinding the discount on provisions and borrowing extinguishment costs. All finance expenses are recognised in profit or loss

using the effective interest method.

Exceptional items

The Group has adopted an income statement format which seeks to highlight significant items within Group results for the year.

The Group believes that this presentation provides a more helpful analysis as it highlights one off items. Such items may include

significant restructuring costs, costs of significant acquisitions or terminated acquisitions, profit or loss on disposal or termination

of operations, material litigation costs and settlements, and significant impairment of assets. Judgement is used by the Group in

assessing the particular items, which by virtue of their scale and nature, should be disclosed in the income statement and related

notes as exceptional items.

Newly effective accounting standards

The following new standards were adopted by the Group for the first time in the current financial reporting period.

• Annual improvements to IFRS 2011-2013 Cycle. Effective from 1 January 2015.

Application of these annual improvements had no material impact on the Group’s 2015 financial statements.

Forthcoming requirements

The following new standards were not yet effective for the Group’s 2015 financial statements, but will be applied where

relevant, from their effective dates following endorsement by the EU. In the case of some EU endorsed standards, the effective

date will be later than the IASB effective dates. The Group is still reviewing these upcoming standards to determine their impact.

• Annual improvements to IFRS 2010-2012 Cycle. Effective 1 February 2015.

• Amendments to IFRS 11: Accounting for acquisitions of interests in Joint Operations. Effective 1 January 2016.

• Amendments to IAS 16 and IAS 38: Clarification of acceptable methods of depreciation and amortisation. Effective 1

January 2016.

• Amendments to IAS 16: Property, Plant and Equipment and IAS 41: Bearer Plants. Effective 1 January 2016.

• Amendments to IAS 27: Equity method in Separate Financial Statements. Effective 1 January 2016.

• Amendments to IAS 1: Disclosure Initiative. Effective 1 January 2016.

• Annual improvements to IFRS 2012-2014 Cycle. Effective 1 January 2016.

• IFRS 14: Regulatory Deferral Accounts. Not endorsed.

• Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint venture

(September 2014). Endorsement postponed.

• Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the consolidation exception (December 2014).

Not endorsed.

• IFRS 15: Revenue from contracts with customers (May 2014) including amendments to IFRS 15: Effective date of IFRS 15

(September 2015). Not endorsed.

• IFRS 9: Financial Instruments (July 2014). Not endorsed.

• IFRS 16: Leases. Not endorsed.



Notes to the Group Financial Statements for the financial year ended 31 December 2015

1. Segment reporting

Approach to segment reporting

Segment information is presented below in accordance with IFRS 8 Operating Segments. IFRS 8 requires segment information to be

presented in the format reviewed by the Chief Operating Decision Maker (‘CODM’) of the Group. In Fyffes, this function is carried

out by the executive director team comprising the Executive Chairman, the Chief Operating Officer and the Finance Director.

Fyffes is currently organised into two separate operating divisions – its Tropical Produce activities and its Property activities,

which comprises its 40% investment in Balmoral International Land Holdings plc (‘Balmoral’).

Fyffes’ Tropical Produce division is a fully integrated distributor of tropical fresh produce, comprising three product categories

- bananas, pineapples and melons, with bananas being by far the largest category both in terms of revenues and profits. The

primary activities of this division include the production, procurement, shipping, ripening, distribution and marketing of these

products. They are produced in broadly the same geographic areas in Central and South America and distributed to the Group’s

customers in Europe and the US. Fyffes directly farms some of the produce it distributes, particularly in the pineapple and

melon categories. The procurement, shipping, distribution and marketing activities for the banana and pineapple categories are

managed centrally on a combined basis. As a result, the Group’s Tropical Produce activities are regarded as a single reporting

segment for the purposes of IFRS 8.

The CODM reviews the performance of the Tropical Produce division based on Adjusted EBITA, which is believed to be the

most appropriate measure of underlying performance. Adjusted EBITA is operating profit, excluding amortisation charges

on intangible assets and exceptional items, if any. It includes the Group’s share of the results of its joint ventures on a similar

basis, in contrast to the requirement under IFRS to report joint ventures’ results after interest charges and tax. The operating

performance of the Tropical Produce division is analysed in the Operating and Financial Review, on pages 12 to 21, based on

this Adjusted EBITA measure and including comments on the factors reflected in the performance of each of the three product

categories in the division.

As explained in note 13, following a number of years of significant losses due to the difficulties in the international property

sector, Fyffes wrote down its investment in Balmoral to a nominal value of €50,000 in 2011. Balmoral reported its 2014 results

during 2015 and the Group’s share of its net equity value amounts to €3.4 million. Fyffes continues to maintain an impairment

provision against this investment and retains it €50,000 carrying value. Balmoral has not yet reported its 2015 results.

Balmoral continues to actively manage its property assets. Fyffes’ share of its gross assets amounted to €79.7m at 31 December

2014, which was equivalent to 21.5% of Fyffes then gross assets. While Fyffes has not reported a share of profit or loss for

Balmoral since 2011 as a result of adjustments to its impairment provision, it continues to treat its investment in Balmoral as a

separate reportable segment in accordance with IFRS 8 Operating Segments, which states that if a reportable segment falls

below the relevant quantitative thresholds in the current period, but the CODM expects it to meet the criteria in future, it

should continue to be treated as a reportable segment to maintain comparability. It is not possible to predict the timing of any

recovery in international property markets. Fyffes continues to keep the treatment of Balmoral in its financial statements under

review.

The only ongoing inter-segment transactions between the Group’s Tropical Produce division and Balmoral arise because Fyffes

rents a number of its distribution centres in the UK and Ireland from Balmoral. Fyffes in turn sublets space in its corporate head

office to Balmoral. These amounts are included in the operating lease disclosures (Note 24) and the related party disclosures

(Note 29). In addition, in 2014 the Group purchased a distribution centre in the UK which it had been leasing from Balmoral.

In the analysis below, reconciling items included in Adjusted EBITA represent central costs not allocated to the operating

divisions including the cost of the Board of directors together with legal and other costs connected with the corporate head

office of the Group.



1.

Seg

men

t re

po

rtin

g (c

ontin

ued)

Not

es

Tro

pic

al

Pro

du

ce

2015

€’00

0

Bal

mo

ral

2015

€’00

0

Rec

on

cilin

g

Item

s

2015

€’00

0

Tota

l

2015

€’00

0

Trop

ical

Prod

uce

2014

€’00

0

Balm

oral

2014

€’00

0

Reco

ncili

ng

Item

s

2014

€’00

0

Tota

l

2014

€’00

0

Seg

men

t in

com

e st

atem

ent

Tota

l rev

enue

incl

udin

g sh

are

of jo

int

vent

ures

1,22

2,54

9-

-1,

222,

549

1,09

0,88

7-

-1,

090,

887

Gro

up r

even

ue e

xclu

ding

sha

re o

f jo

int

vent

ures

985,

292

--

985,

272

852,

578

--

852,

578

Ad

just

ed E

BIT

A51

,477

-(5

,658

)45

,819

46,0

26-

(5,8

93)

40,1

33

Net

fina

ncia

l inc

ome

Shar

e of

join

t ve

ntur

es in

tere

st e

xpen

se(4

47)

--

(447

)(4

03)

--

(403

)

Net

fina

ncia

l exp

ense

in s

ubsi

diar

ies

4(7

48)

--

(748

)(7

46)

--

(746

)

Ad

just

ed p

rofi

t b

efo

re t

ax a

nd

am

ort

isat

ion

50,2

82-

(5,6

58)

44,6

2444

,877

-(5

,893

)38

,984

Reco

ncili

atio

n to

sta

tuto

ry fi

nanc

ial s

tate

men

ts

Exce

ptio

nal i

tem

s6

--

(11,

978)

(11,

978)

--

9898

Shar

e of

join

t ve

ntur

es t

ax c

harg

e(8

60)

--

(860

)(9

03)

--

(903

)

Profi

t be

fore

tax

per

inco

me

stat

emen

t49

,422

-(1

7,63

6)31

,786

43,9

74-

(5,7

95)

38,1

79

Inco

me

tax

char

ge(4

,246

)(4

,048

)

Pro

fit

for

the

fin

anci

al y

ear

27,5

4034

,131



1. Segment reporting (continued)

Tropical

Produce

2015

Balmoral

2015

Total

2015

Tropical

Produce

2014

Balmoral

2014

Total

2014

€’000 €’000 €’000 €’000 €’000 €’000

Other disclosures

Income statement items

Adjusted EBITA – share of joint

ventures 1,663 - 1,663 2,579 - 2,579

Joint ventures (loss)/profit after tax (2,526) - (2,256) 1,273 - 1,273

Depreciation 10,322 - 10,322 8,093 - 8,093

Balance sheet disclosures

Segment assets 407,294 - 407,294 330,863 - 330,863

Investment in joint ventures and

associates (note 13) 36,326 50 36,376 40,121 50 40,171

443,620 50 443,670 370,984 50 371,034

Segment liabilities 228,101 - 228,101 186,790 - 186,790

Geographical analysis – Tropical Produce division

Ireland

2015

€’000

UK

2015

€’000

Eurozone

2015

€’000

Other

2015

€’000

Total

2015

€’000

Total revenue including share of joint ventures 54,921 408,047 475,054 284,527 1,222,549

Group revenue 54,921 374,638 342,173 213,560 985,292

Current assets 54,403 53,236 34,264 85,857 227,760

Non current assets 3,851 48,083 28,958 134,968 215,860

Ireland

2014

€’000

UK

2014

€’000

Eurozone

2014

€’000

Other

2014

€’000

Total

2014

€’000

Total revenue including share of joint ventures 48,974 360,017 465,190 216,706 1,090,887

Group revenue 48,974 327,872 313,469 162,263 852,578

Current assets 60,074 36,548 30,037 61,827 188,486

Non current assets 7,617 48,215 33,250 93,416 182,498

Fyffes had no customers which accounted for more than 10% of Group revenue in 2015 or 2014.



2. Other operating income

2015

€’000

2014

€’000

Sub-lease income 1,315 976

Gain on disposal of property, plant and equipment 210 127

Gain on partial disposal of investment in joint venture (note 13) 687 -

Foreign exchange gains 1,241 2,843

Other 146 95

Total before exceptional items 3,599 4,041

Exceptional items (note 6) - 18,594

3,599 22,635

3. Other operating expenses

2015

€’000

2014

€’000

Loss on disposal of property, plant and equipment - (80)

Foreign exchange losses (1,512) (766)

Loss on liquidation of subsidiary (263) -

Total before exceptional items (1,775) (846)

Exceptional items (note 6) - (4,157)

(1,775) (5,003)

4. Financial income and expense

2015

€’000

2014

€’000

Interest income 43 64

Other financial income 87 200

Financial income 130 264

Interest expense on interest bearing borrowings (479) (403)

Discounting charge on provisions (note 23) (186) (212)

Other interest expense (213) (395)

Financial expense (878) (1,010)

Net financial expense (748) (746)



5. Statutory and other information

2015

€’000

2014

€’000

Depreciation of property, plant and equipment

- Owned assets 8,899 7,158

- Leased assets 1,423 935

Auditor’s remuneration*

- Audit of these financial statements 206 206

- Other assurance 15 25

- Taxation services 240 428

- Other non-audit services 25 625

Operating lease rentals

- Plant and equipment 4,890 3,210

- Other 2,923 2,518

Details of directors’ remuneration, pension entitlements and interests in share options are set out in the compensation


* KPMG provided extensive due diligence and tax planning advice to the Group in connection with the proposed merger

with Chiquita in 2014. An element of the non-audit fees incurred in 2015 also related to matters connected to that

proposed transaction. The Group believed KPMG was best placed to provide this advice given their knowledge of Fyffes

business and its industry.

6. Exceptional items

2015

€’000

2014

€’000

Costs arising on termination of Irish Defined Benefit Pension Scheme (11,144) -

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

Break fee in connection with proposed Chiquita merger - 18,594

Professional and advisory fees and other costs related to proposed Chiquita merger 2,048 (14,339)

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

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

As more fully explained in Note 27 on page 91, in July 2015, the Group decided to close its Irish defined benefit pension

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

payments amounting to €20 million were made to settle the deficit scheme, to eliminate the possibility of a claim by

the trustees in respect of member expectations in relation to the scheme and to facilitate transfers to the new defined

contribution scheme. After eliminating the accounting deficit as at 31 July 2015 of €8.856 million, the incremental costs

of €11.144 million, net of a settlement gain of €2.721 million arising under the measurement criteria of IAS 19, have been

expensed in the income statement as an exceptional charge.



6. Exceptional items (continued)

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

bananas in the Northern European region of the EEA. No adverse findings were made against Fyffes and no fine imposed

on it. At the same time, the European Commission found the Group’s German joint venture, Internationale Fruchtimport

Gesellschaft Weichert GmbH & Co KG (“Weichert”) and Fresh Del Monte Produce Inc (“Del Monte”) jointly and severally

liable for a fine of €14.7m for breaches of Article 81 of the Treaty of Rome and Article 53 of the European Economic

Area (EEA) Agreement relating to the supply of bananas to the Northern European region of the EEA, in the period 1

January 2000 to 31 December 2002. Fyffes acquired its 80% interest in Weichert from Del Monte on 1 January 2003. The

Commission found that Weichert was controlled by Del Monte throughout the period covered by the Decision. Weichert

provided for a net exceptional charge of €3.7 million in its 2008 accounts in relation to this fine. While Fyffes has no liability

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

Weichert’s accounts, amounting to €2.9 million.

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

the European Union (“CJEU”) on 24 June 2015 which confirmed a lower fine of €9.8 million, plus interest costs. Separately,

Weichert and Del Monte reached an agreement in relation to the split of the fine. As a result of the decision of the CJEU and

the agreement with Del Monte, Weichert has recognised a further exceptional charge of €3.6 million in its 2015 financial

statements covering its share of the fine plus interest and related costs, in full and final settlement of this long running

matter. Fyffes 80% share of the additional charge recognised by Weichert amounts to €2.882 million and is being reported

as an exceptional item.

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

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

voted not to support the proposed merger with Fyffes at a special meeting in October 2014 and the business was sold to

the consortium. Following termination of the proposed merger, Chiquita paid US$23.3 million (€18.6 million) to Fyffes in

respect of its obligations under the terms of the merger agreement. During this protracted process, which extended over a

prolonged period, Fyffes incurred professional and advisory fees and other costs amounting to €14.3 million, including costs

related to a review of Fyffes business operations, resulting in a net surplus of €4.3 million in 2014. During 2015 Fyffes wrote

back costs amounting to €2.048 million, which had been accrued in 2014 in respect of this proposed merger, but were

ultimately not incurred by the Group.

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

of the assets of one of its pineapple farms, which had been under-performing compared to its other larger pineapple farm.

The impairment charges recognised in 2014 in writing down these assets amounted to €4.2 million (note 10).

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

been excluded in the calculation of the Group’s Adjusted earnings per share (note 9).



7. Income tax

2015

€’000

2014

€’000

Recognised in the income statement

Ireland

Current tax on profit for the year 1,125 3,156

Adjustment in respect of prior years (219) 189

906 3,345

Overseas

Current year tax on profit for the year 3,481 3,547

Adjustment in respect of prior years (1,403) (2,408)

2,078 1,139

Total current tax charge 2,984 4,484

Deferred tax charge/(credit)

Origination and reversal of temporary differences 1,180 (512)

Reduction in tax rates 82 -

Adjustment in respect of prior years - 76

Total deferred tax charge/(credit) 1,262 (436)

Income tax charge 4,246 4,048

Deferred tax recognised directly in equity

Employee benefit schemes 922 (1,921)

Hedging instruments (1,285) 1,170

Total deferred tax (credit) in statement

of comprehensive income (363) (751)

The Group’s share of the tax charge of its joint ventures amounting to €860,000 (2014: €903,000) is set off against the

profit of these joint ventures in profit before tax under IFRS rules.

2015

%

2015

€’000

2014

%

2014

€’000

Reconciliation of effective tax rate

Profit on ordinary activities before tax 31,786 38,179

Taxation based on Irish corporation tax rate of 12.5% 12.50 3,973 12.50 4,772

Effects of:

Expenses not deductible for tax purposes 2.40 765 2.54 971

Tax effect on profits of joint ventures 1.02 325 (0.42) (159)

Differences in tax rates 2.24 711 2.19 837

Adjustments to prior years (5.10) (1,622) (5.61) (2,143)

Previously unrecognised deferred tax movements 1.36 432 1.11 425

Reduction in tax rates 0.26 82 - -

Non-taxable gains (1.32) (420) (1.72) (657)

Other items - - 0.01 2

Total income tax charge in income statement 13.36 4,246 10.60 4,048



8. Dividends to equity shareholders

Interim dividends to equity shareholders in Fyffes plc are recognised when the interim dividend is paid by the Company.

The final dividend in respect of a financial year is recognised when the dividend has been approved by the Company’s

shareholders. During the financial year, the following dividends were recognised.

2015

€ cent

per share

2015

€’000

2014

€ cent

per share

2014

€’000

Interim dividend for 2015 (2014) 0.8211 2,425 0.714 2,130

Final dividend for 2014 (2013) 1.6730 4,939 1.490 4,441

Total distributions to shareholders 2.4941 7,364 2.204 6,571

The directors have proposed a final dividend in respect of the 2015 financial year of 1.924 cent per ordinary share (2014:

1.673 cent). This dividend has not been provided for in the Company or Group balance sheet. The final dividend is subject to

approval by the Company’s shareholders at the Annual General Meeting.

9. Earnings per share

Basic earnings per share

The calculation of basic earnings per share for the financial year ended 31 December 2015 is based on the profit for the

financial year attributable to ordinary shareholders of €27,425,000 (2014: €33,910,000) divided by the weighted average

number of ordinary shares outstanding during the year ended 31 December 2015 of 295,430,000 (2014: 297,496,000)

calculated as follows:

2015

€’000

2014

€’000

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

‘000 ‘000

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

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

Effect of shares issued 740 1

Weighted average number of ordinary shares for year 295,430 297,496

Basic earnings per share - € cent 9.28 11.40



9. Earnings per share (continued)

Diluted earnings per share

The calculation of diluted earnings per share for the financial year ended 31 December 2015 is based on the profit

attributable to ordinary shareholders of €27,425,000 (2014: €33,910,000) divided by the weighted average number

of ordinary shares and options with a dilutive effect outstanding during the year of 301,217,000 (2014: 302,654,000)

calculated as follows:

2015

€’000

2014

€’000

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

‘000 ‘000

Weighted average number of ordinary shares for year 295,430 297,496

Share options with a dilutive effect 5,787 5,158

Weighted average number of ordinary shares for year (diluted) 301,217 302,654

Diluted earnings per share - € cent 9.10 11.20

Adjusted diluted earnings per share

2015

€’000

2015

€ cent

2014

€’000

2014

€ cent

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

Adjustments

Exceptional items (note 6) 11,978 3.98 (98) (0.03)

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

Adjusted diluted earnings 38,350 12.73 33,812 11.17



10. Property, plant and equipment

Land and

Buildings

€’000

Plant and

Equipment

€’000

Motor

Vehicles

€’000

Total

€’000

Cost or valuation

Balance at 1 January 2014 62,449 51,331 4,781 118,561

Additions 9,158 13,448 1,087 23,693

Disposals - (3,834) (834) (4,668)

Transfer to investment property (note 11) (903) - - (903)

Foreign exchange movement 7,167 6,695 606 14,468

Reclassifications 207 (207) - -

Balance at 31 December 2014 78,078 67,433 5,640 151,151

Additions 1,578 9,728 2,200 13,506

Disposals - (847) (1,339) (2,186)

Arising on acquisition (note 26) 10,737 4,031 31 14,799


Reclassifications (159) 159 - -


Depreciation and impairment losses


Depreciation charge for the year 879 6,093 1,121 8,093

Impairment charges 2,648 1,334 175 4,157

Disposals - (3,626) (656) (4,282)



Depreciation charge for the year 1,189 7,852 1,281 10,322

Disposals - (706) (1,057) (1,763)



Carrying amount

At 31 December 2014 67,678 26,188 2,563 96,429

At 31 December 2015 85,199 34,474 3,426 123,099

Property assets, comprising land and buildings are stated at fair value. Plant and equipment and motor vehicles are stated

at depreciated historic cost. Capital commitments at 31 December 2015 are disclosed in note 28. The carrying amount

of plant and equipment held under finance leases amounted to €3,397,000 at 31 December 2015 (2014: €2,586,000).

Depreciation charged on these assets in the year amounted to €1,423,000 (2014: €935,000). Impairment charges amounting

to €4,157,000 were recognised in 2014 in respect of certain property and equipment assets in one of the Group’s pineapple

farming subsidiaries, as further explained in note 6 above (2015: €Nil).



10. Property, plant and equipment (continued)

Fair values of land and buildings

The Group has performed an assessment to determine the fair value of its property assets as at 31 December 2015. No

change in carrying value arose from this review. The following table analyses the fair value of these non-financial assets by

valuation method. In IFRS 13 Fair Value Measurement, the different valuation methods are defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

• Inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly

(that is, as prices) or indirectly (that is, derived from prices) (Level 2);

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

Fair value measurements at 31 December 2015 using:

Recurring fair value measurements

31 Dec 2015

€’000

Quoted prices

in active

markets

for identical

assets (Level 1)

€’000

Significant

other

observable

inputs

(Level 2)

€’000

Significant

unobservable

inputs

(Level 3)

€’000

Total gains

or (losses)

€’000

Farm land and infrastructure 47,511 - 25,935 21,576 -

Ripening and distribution centres 37,688 - 10,499 27,189 -

Total land and buildings 85,199 - 36,434 48,765 -

Valuation processes applied by the Group

The Level 2 fair values for the Group’s land and ripening/distribution centre assets above have been determined in-house

using the “sales comparison” approach. External/independent valuers have not been used. Where available, recent

observable sales prices for comparable assets in similar locations to the Group’s properties were considered and adjusted for

differences in key attributes such as size and location. The reference bench mark for farming assets is price per hectare and

price per square foot in the case of ripening and distribution centres.

Where no recent directly comparable transactions exist, the Group applies a Level 3 approach to determining fair values. This

is also based on a sales price comparison approach, for other non-directly comparable transactions, and other unobservable

inputs including the Group’s knowledge and experience in valuing these assets, taking into account the size, age and

condition of the properties and local market conditions. This is particularly the case in relation to the Group’s specialised

ripening and distribution centres. As a result of this consideration of fair values, the Group has not recognised any change in

fair value in respect of these property assets, other than in respect of the pineapple farm in 2014 noted above.

The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as of the date of the event or

change in circumstances that caused the transfer. There were no transfers between levels during the year.



10. Property, plant and equipment (continued)

Information about fair value measurements using significant unobservable inputs (Level 3)

Farm land &

infrastructure

€‘000

Ripening &

distribution centres

€’000

Opening balance – 1 January 2015 19,954 20,480

Additions - 1,564

Depreciation (90) (660)

Arising on acquisition of subsidiary - 3,735

Gains/(losses) recognised in other comprehensive income – translation 1,712 2,070

Closing balance – 31 December 2015 21,576 27,189

Description Fair value

December

2015

€’000

Valuation

technique(s)

Unobservable

inputs

Range of

unobservable inputs

(probability-weighted

average)

Relationship of

unobservable

inputs to fair

value

Farm land and

infrastructure21,576

Sales

comparison

approach

Price per

hectare

US$7,500 -US$17,500

per hectare

The higher the price

per hectare, the

higher the fair value

Ripening and

distribution centres27,189

Sales

comparison

approach

Price per

square foot

€30 - €80

per square foot

The higher the price

per square foot, the

higher the fair value

11. Investment property

2015

€’000

2014

€’000

Balance at beginning of year 5,202 -

Additions - 4,090

Transfer from property, plant and equipment (note 10) - 903

Foreign exchange movement 322 209

5,524 5,202

Investment property comprises land and buildings not occupied by the Group and earning rental income from third parties,

and is stated at fair value. During 2014, the Group constructed a new ripening and distribution centre in the UK, including

a section which was purpose built for a third party. This property opened in November 2014. In addition, during the second

half of 2014, the Group purchased a warehouse in the UK adjoining one of its existing ripening and distribution centres. This

new depot is not currently occupied by the Group. The Group has concluded that the cost of construction / acquisition of

these two investment properties in late 2014 is a reasonable approximation to their fair values.



12. Goodwill and intangible assets

Customer

Relationships

and other

intangibles

€’000

Fyffes

Trademark

€’000

Goodwill

€’000

Total

€’000

Cost


Revision to deferred contingent consideration liability (note 23) - - 802 802

Foreign exchange movement 1,318 139 2,590 4,047


Arising on acquisition of business (note 26) 6,864 - 5,672 12,536

Foreign exchange movement 1,242 135 2,854 4,231


Accumulated amortisation & impairment

Balance at 1 January 2014 9,995 - 404 10,399

Foreign exchange movement 1,318 - - 1,318

Balance at 31 December 2014 11,313 - 404 11,717

Foreign exchange movement 1,368 - - 1,368

Balance at 31 December 2015 12,681 - 404 13,085

Carrying amount

At 31 December 2014 - 2,179 22,273 24,452

At 31 December 2015 6,738 2,314 30,799 39,851

The carrying amount of the trademark represents the cost of acquiring the worldwide rights to the Fyffes trademark. The

trademark is tested for impairment at each balance sheet date. The Fyffes trademark is widely used in the business with

ongoing success and therefore, in the opinion of the directors, does not have a finite useful life. Customer relationships and

other intangible assets identified on acquisition of businesses, including other trademarks, are amortised over their estimated

useful lives, ranging from one to six years. As explained in note 26, no amortisation charge has been recognised in 2015

given the proximity to the year end of the completion of the acquisitions in the year. Goodwill and intangible assets arise in

connection with acquisitions.



12. Goodwill and intangible assets (continued)

2015

€’000

2014

€’000

Goodwill and intangibles arising on investment in subsidiary undertakings 37,537 22,273

Goodwill and intangibles arising on investment in joint ventures (note 13) 22,812 22,812

Fyffes Trademark 2,314 2,179

The recoverable amounts of cash generating units are based on value in use calculations. Those calculations use cash flow

projections based on expected future operating results and cash flows. The cash flow projections are based on current

operating results of the individual cash generating units and a conservative assumption regarding future organic growth.

For the purposes of the calculation of value in use, the cash flows are projected over a twenty year period, unless a shorter

period is appropriate to the circumstances of a particular cash generating unit. The cash flows are discounted using

appropriate risk adjusted pre-tax discount rates averaging 7% (2014: 7%), reflecting the risk associated with the individual

future cash flows and the risk free rate. The cash flows are based on current budget assumptions plus inflation related

growth. Included in investment in joint ventures and associate is goodwill and intangible assets with a carrying amount

€22,812,000 (2014: €22,812,000). This goodwill is subject to annual impairment testing on a similar basis to the goodwill

arising in the Group’s subsidiaries. Any adverse change in the expected future operational results and cash flows may result

in the value in use being less than the carrying value of a business unit and would require that the carrying value of the

business unit be impaired and stated at the greater of the value in use or the recoverable amount of the business unit.

Group earnings are significantly dependent on the selling prices obtained for products sold. These, in turn, are largely

determined by market supply and demand. Fresh produce supplies in individual markets are affected by the geography of

production, growing conditions (including climate), seasonality and perishability. Market demand is a function of population

size, per capita consumption, the availability and quality of individual products and competing products and climatic and

other general conditions in the marketplace. Excess supplies of fresh produce leading to reduced selling prices (particularly

for products purchased under contract) could have a material adverse effect on the Group’s business, results of operations

and financial condition.



13. Investments in joint ventures and associate

The Group’s interests in its joint ventures and associate, all of which are unlisted, are set out below:

Joint Ventures

€’000

Associate

€’000

Total

€’000

Balance at 1 January 2014 38,854 50 38,904

Investment in joint ventures 873 - 873

Share of profit after tax 1,278 195 1,473

Impairment charge recognised in income statement (5) (195) (200)

Dividend received (221) - (221)

Share of other comprehensive income (1,715) - (1,715)

Foreign exchange movement 1,057 - 1,057

Balance at 31 December 2014 40,121 50 40,171

Partial disposal of investment in joint venture (397) - (397)

Capital contribution by new partner 813 - 813

Share of profit after tax before exceptional items 821 2,676 3,497

Impairment charge (465) (2,676) (3,141)

Share of exceptional items charge (note 6) (2,882) - (2,882)

Dividends receivable (2,432) - (2,432)

Share of other comprehensive income (307) - (307)

Joint venture becoming a subsidiary (5) - (5)

Foreign exchange movement 1,059 - 1,059


The investment in joint ventures and associate as stated above comprises entirely of equity investments with no outstanding

loans. Investments in joint ventures and associate include the Group’s share of fair value gains and losses arising from the

revaluation of property, plant and equipment and fair value movements on investment property. The share of joint venture

profit per the income statement is €356,000 (2014: €1,273,000) before exceptional charges. This comprises profit after tax

of €821,000 (2014: €1,278,000) and an impairment charge of €465,000 (2014: €5,000). Of the dividends receivable from

joint ventures of €2,432,000 in respect of 2015, €1,533,000 was received in cash in the year, €300,000 will be paid on

completion of the joint venture’s 2015 financial statements and €599,000 is recoverable dividend withholding tax.

During 2015, one of the Group’s joint venture businesses undertook a reorganisation as a result of which each of the existing

three shareholders sold a portion of their investment to a new investor. The Group realised a profit of €687,000 on this

transaction which is included in other operating income (see note 2). This profit is the difference between the fair value of

the share of net assets disposed of by the Group of €397,000, cash proceeds received from the new investor of €271,000

and the Group’s share of a capital contribution to the joint venture by the new investor of €813,000.

In 2011, as part of a reorganisation approved by its shareholders, Balmoral International Land Holdings plc (“Balmoral”)

became the holding company of Balmoral International Land plc, with existing shareholders receiving an equal number of

shares in the new holding company. At the same time, Balmoral International Land plc delisted from the Stock Exchanges in

Dublin and London. Shares in Balmoral are traded on the grey market by its brokers. As a result of its delisting, the market

value of Fyffes’ investment in Balmoral became more difficult to accurately determine and, consequently, Fyffes wrote down

the carrying value of its investment to a nominal value of €50,000. Fyffes continues to account Balmoral as an associate

under equity accounting rules.



13. Investments in joint ventures and associate (continued)

Balmoral published its 2014 full year results in September 2015, reporting a profit attributable to equity shareholders of €6.7

million, increasing its net equity to €8.5 million. Balmoral also reported a small profit in respect of 2013. Fyffes has recognised

its share of these 2013 and 2014 profits in 2014 and 2015 respectively, but has also recognised a matching impairment charge

in respect of each of those years, on the basis that there has not yet been a sustained and prolonged recovery in Balmoral’s

performance and the carrying value of its investment has therefore remained unchanged at €50,000. The table below shows

that Fyffes share of Balmoral’s net assets, based on its latest published financial statements amounted to €3.4 million and the

Group’s cumulative impairment provision amounted to €3.3 million. Balmoral has not yet finalised its 2015 results. Fyffes will

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

The following additional disclosures are set out in respect of the Group’s share of the net assets of its joint ventures and

associate:

Joint Ventures

2015

€’000

Associate

2015

€’000

Total

2015

€’000

Non-current assets 10,614 74,316 84,930

Cash and cash equivalents 13,537 4,529 18,066

Other current assets 39,670 854 40,524

Non-current liabilities (4,367) (1,721) (6,088)

Employee benefits (4,282) (18) (4,300)

Current liabilities (39,190) (2,429) (41,619)

Interest bearing loans and borrowings - (72,142) (72,142)

Share of net assets 15,982 3,389 19,371

Impairment provision (2,468) (3,339) (5,807)

Goodwill and intangible assets 22,812 - 22,812




13. Investments in joint ventures and associate (continued)

As noted above, Balmoral reported its 2014 results in September 2015 and has not yet reported its 2015 results. The 2015

figures in the table above reflect Balmoral’s reported 2014 net assets. Similarly, the 2014 figures in the table below are based

on Balmoral’s 2013 reported net assets.

Joint Ventures

2014

€’000

Associate

2014

€’000

Total

2014

€’000

Non-current assets 10,579 76,358 86,937

Cash and cash equivalents 13,425 2,680 16,105

Other current assets 37,529 1,161 38,690

Non-current liabilities (3,762) (1,857) (5,619)

Employee benefits (4,818) (18) (4,836)

Current liabilities (33,641) (2,024) (35,665)

Interest bearing loans and borrowings - (75,705) (75,705)

Share of net assets 19,312 595 19,907

Impairment provision (2,003) (545) (2,548)

Goodwill and intangible assets 22,812 - 22,812


Joint Ventures

2015

€’000

Associate

2015

€’000

Total

2015

€’000

Group share of revenue 237,257 - 237,257

2014

€’000

2014

€’000

2014

€’000

Group share of revenue 238,309 - 238,309

The Group has determined that its interests in its joint ventures and associate undertakings are not individually material at 31

December 2015 and 2014. Furthermore, the Group has given due consideration to all the relevant facts and circumstances

associated with these undertakings, in the context of whether the Group has control of these undertakings under IFRS 10

Consolidated Financial Statements as at 31 December 2015 and 2014. The conclusion reached based on these assessments

is that the Group does not have control of these undertakings and that it is appropriate to account for them as joint venture

and associated undertakings respectively.



14. Equity investments

2015

€’000

2014

€’000

Balance at beginning of year 16 15

Exchange movements - 1

Balance at end of year 16 16

15. Inventories

2015

€’000

2014

€’000

Goods for resale 40,532 34,118

Consumable stores 19,666 14,694

60,198 48,812

16. Biological assets

2015

€’000

2014

€’000

Level 3 Level 3

Balance at start of year 18,715 16,030

Harvested fruit transferred to inventories (113,552) (80,234)

Additions to unharvested fruit 112,175 81,255

Fair value adjustment (673) (513)

Arising on acquisition of businesses 2,457 -

Exchange movements 2,192 2,177

Balance at end of year – current 21,314 18,715



16. Biological assets (continued)

Biological assets represent the fair value of unharvested fruit in a number of the Group’s subsidiaries involved in the

production of tropical produce in Costa Rica, Panama, Honduras and Guatemala. At 31 December 2015, unharvested fruit

comprised mainly pineapple plants farmed on approximately 3,500 hectares (owned and leased), winter season melons

farmed on approximately 8,000 hectares (owned and leased) and banana plants farmed on approximately 800 hectares

(owned). All have been categorised as Level 3 fair values based on the inputs to the valuation techniques used. The Group’s

biological assets are exposed to the risk of damage from climatic events, diseases and other natural forces. The fair value

estimate of the value of biological assets reflects a prudent estimate of the fair value of unharvested crops in the context of

the stage of the growing season.

The estimated fair value may increase or decrease depending on changes in the significant unobservable inputs below:

Description Valuation Technique Significant unobservable inputs and relationship to fair

value measurement

Unharvested fruit Discounted cash flows Estimated future market prices of pineapples and melons

Estimated harvest and transportation costs

17. Trade and other receivables

2015

€’000

2014

€’000

Non-current

Other receivables - 4,682

Current

Trade receivables 90,900 72,241

Trade receivables due from joint ventures 2,771 350

Other receivables 13,791 12,976

Prepayments 5,946 4,965

Non-trade receivables due from joint ventures 5,741 1,434

119,149 91,966

Details of impairment losses related to the credit risk on trade and other receivables above are set out in note 30.



18. Net funds / net (debt)

1 Jan

2015

€’000

Cash flow

€’000

Non-cash

movement

€’000

Translation

adjustment

€’000

31 Dec

2015

€’000

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

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

Cash and cash equivalents per balance

sheet 22,069 (355) - 1,045 22,759

Bank overdrafts (5,339) 4,714 - - (625)

Cash and cash equivalents per cash flow

statement 16,730 4,359 - 1,045 22,134

Current bank borrowings (17,395) (40,000) - (893) (58,288)

Non current bank borrowings (8,000) 8,000 - - -

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

(28,449) (30,473) (1,238) (1,255) (61,415)

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

1 Jan

2014

€’000

Cash flow

€’000

Non-cash

movement

€’000

Translation

adjustment

€’000

31 Dec

2014

€’000

Bank balances 23,429 (11,262) - 1,212 13,379

Call deposits 7,568 851 - 271 8,690

Cash and cash equivalents per balance

sheet 30,997 (10,411) - 1,483 22,069

Bank overdrafts (5,697) 358 - - (5,339)

Cash and cash equivalents per cash flow

statement 25,300 (10,053) - 1,483 16,730

Current bank borrowings (21,604) 5,074 - (865) (17,395)

Non current bank borrowings (114) (7,887) - 1 (8,000)

Finance leases (3,145) 1,313 (861) (361) (3,054)

(24,863) (1,500) (861) (1,225) (28,449)

Net funds/(debt) 437 (11,553) (861) 258 (11,719)



19. Capital and reserves

Share capital

2015

Ordinary

Shares

‘000

2014

Ordinary

Shares

‘000

Allotted, called up and fully paid

In issue at beginning of year 325,765 325,735

Share options exercised 2,538 30

In issue at end of year 328,303 325,765

Treasury shares (31,075) (31,075)

297,228 294,690

At the end of both 2015 and 2014, the authorised share capital comprised 750,000,000 ordinary shares with a par value

of €0.06 cent each. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote

per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets. In respect

of the Company’s shares that are held by the Group (Treasury Shares), all rights (including voting and dividend rights) are

suspended until those shares are reissued. These shares are not included in the calculation of earnings per share. All ordinary

shares are fully paid up.

Other reserves

2015

€‘000

2014

€’000

Capital conversion reserve 1,034 1,034

Capital redemption reserve 73,073 73,073

Share option reserve 1,706 1,784

Currency translation reserve 18,817 1,737

Revaluation reserve 2,380 2,328

Own shares reserve (20,407) (20,407)

Hedging reserve (4,316) 4,681

Total 72,287 64,230

Capital conversion reserve

This reserve arose on the renominalisation of the Company’s share capital following the introduction of the euro.

Capital redemption reserve

This reserve arose on the conversion of preference shares into ordinary share capital of the Company in prior years and also

reflects the cancellation of treasury shares.

Share option reserve

This reserve comprises amounts expensed in the income statement in connection with share option grants less any exercises

of such share options.



19. Capital and reserves (continued)

Currency translation reserve

The translation reserve comprises all foreign exchange differences from 1 January 2004, arising from the translation of the

net assets of the Group’s non-euro denominated operations, including the translation of the profits of such operations from

the average exchange rate for the year to the exchange rate at the reporting date, as well as from the translation of liabilities

that hedge those net assets.

Reserve for own shares

The reserve for the Company’s own shares comprises the cost of the Company’s shares held by the Group. At 31 December

2015, the total number of treasury shares held amounted to 31,075,000 (2014: 31,075,000) ordinary €0.06 shares at a cost

of €20,407,000 (2014: €20,407,000).

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging

instruments related to hedged transactions that have not yet occurred, net of deferred tax.

Revaluation reserve

The revaluation reserve relates to revaluation surpluses arising on revaluations of property in a number of the Group’s joint

venture operations.

Capital management

The Board regularly reviews and monitors the Group’s capital structure including appropriate debt/equity levels in the

context of possible acquisitions, with a view to maintaining a strong capital base in order to sustain market confidence

in the business. This involves consideration of the level of dividends paid to shareholders, the demographic spread of

shareholders, the amount of liquid assets on the balance sheet and the return on capital (based on shareholders’ funds). The

Board encourages all employees to purchase shares in the Group and a share option scheme is in place for employees. The

Group may purchase its own shares from time to time. The decision will depend on market prices and alternative investment

opportunities at the time.

20. Non-controlling interests

2015

€‘000

2014

€’000

Balance at beginning of year 1,560 1,339

Share of profit after tax for year 115 221

Balance at end of year 1,675 1,560



21. Interest bearing loans and borrowings

2015

€‘000

2014

€’000

Non-current

Bank borrowings - 8,000

Finance lease liabilities 1,337 1,833

1,337 9,833

Current

Overdrafts 625 5,339

Bank borrowings 58,288 17,395

Finance lease liabilities 1,790 1,221

60,703 23,955

Interest bearing loans and borrowings excluding finance leases are repayable as follows:

Bank borrowings and overdrafts

Within one year 58,913 22,734

After one but within two years - 8,000

58,913 30,734

None of the above borrowings are secured on any of the Group’s assets. See note 28 for further details regarding bank

borrowings.

Finance lease obligations

Within one year 1,790 1,221

After one but within five years 1,337 1,833

3,127 3,054

Total future minimum lease payments on finances leases amount to €3,127,000 (2014: €3,054,000).



22. Trade and other payables

2015

€‘000

2014

€’000

Non-current

Other payables 3,780 7,902

Non-current payables are due entirely within five years.

Current

Trade payables 71,511 50,909

Trade payables due to joint ventures 2 62

Accruals 17,086 20,565

Other payables 13,328 5,385

Other tax 2,003 4,896

Non-trade payables due to joint ventures 681 1,944

104,611 83,761

23. Provisions

Deferred

Contingent

Consideration

€’000

MNOPF &

MNRPF

€’000

Total

€’000

Balance at 1 January 2014 2,942 2,634 5,576

Discounting charge (note 4) 20 192 212

Payments (2,481) (599) (3,080)

Revisions to previous estimates (note 12) 802 - 802

Foreign exchange 295 167 462

Balance at 31 December 2014 1,578 2,394 3,972

Discounting charge (note 4) - 186 186

Payments (92) (5,171) (5,263)

Arising on acquisition of businesses (note 26) 1,126 - 1,126

Transfer (to)/from other creditors (1,370) 4,735 3,365

Revisions to previous estimates (37) - (37)

Foreign exchange (11) 153 142


Analysed as follows:

Non-current - 1,864 1,864

Current 1,194 433 1,627




23. Provisions (continued)

Deferred contingent consideration

Deferred contingent consideration liabilities represent full provision for the net present value of the amounts expected to be

payable in respect of acquisitions which are subject to earn out or other deferred payment arrangements. Total payments of

€92,000 were made in 2015 (2014: €2,481,000) in relation to prior year acquisitions. The remaining consideration payable

in respect of prior year acquisitions of €1,370,000 is no longer contingent on earnings and consequently was transferred to

other payables during the year. As set out in note 26, a deferred contingent consideration liability of €1,126,000 arose in

connection with the acquisition of a business in late 2015. This amount was subsequently paid in January 2016 following

finalisation of certain outstanding matters related to the acquisition.

Merchant Navy Officers Pension Fund

As a result of a ruling by the High Court in the UK in 2005, a claim was made against Fyffes in respect of a deficit in the

Merchant Navy Officers Pension Fund (MNOPF), a UK based multi-employer defined benefit pension scheme operated on

behalf of ships’ officers employed by approximately 2,000 companies. The Trustee of the MNOPF was authorised by the

Court to recover any deficit in the scheme from both the current and former employers of these ships’ officers. The claim

against Fyffes relates to ships’ officers employed by two subsidiaries prior to their acquisition by the Group. The Trustee

notified Fyffes that its share of the deficit as at 31 March 2005 could be settled by ten equal instalments payable between

September 2005 and March 2014, amounting to €6.4 million in aggregate. The Trustee also indicated that further cash calls

may be necessary in subsequent years, depending on the results of future actuarial valuations of the scheme and on his

ability to recover the amounts due from all relevant current and former employers. In 2005, the Group provided for the net

present value of the payments claimed amounting to €4,994,000.

The Group’s liability in this regard increased during 2007 following an actuarial review. However, in the same year the

Trustee also reallocated a portion of the liability of one of the Group’s subsidiaries to the former owners of this entity. The

Group’s liability increased again in 2009 as a result of the triennial valuation of the scheme in that year giving rise to an

estimated charge of €3,774,000. This liability was finalised and reduced by €285,000 in 2010. Also in 2010, the present

value of amounts recoverable from a third party of €875,000 relating to the 2009 increase, which had previously been

netted against the Group’s MNOPF liability, was reclassified as other receivables. The Group recognised a further charge of

€1,598,000 in 2013 as a result of the 2012 triennial valuation of the scheme. The MNOPF Trustee has indicated that it is not

seeking to recover any additional funds following the results of the 2015 triennial valuation. Payments in 2015 amounted

to €529,000 (2014: €599,000) and, after currency movements, the present value of the Group’s liability to the MNOPF

amounted to €2,297,000 at 31 December 2015 (2014: €2,394,000). Fyffes plc has provided a parent company guarantee in

support of these remaining deferred payments.

Merchant Navy Ratings Pension Fund (MNRPF)

The MNRPF is a UK based multi-employer defined benefit pension scheme, similar to the MNOPF for a separate category of

shipping personnel. Having commenced a process a number of years ago to seek to recover the deficit in that scheme from

current and former employers of these ships’ personnel, in the same way as the MNOPF, the MNRPF Trustee issued a formal

request for payment based on the latest deficit in that scheme to the Group’s main UK subsidiary, Fyffes Group Limited,

in the amount of €4,642,000. This was paid in full during 2015. The Group had provided for this exposure in earlier years

and consequently there was no impact on profits in 2015 arising from this payment. The amount previously accrued was

reclassified from other non-current payables to provisions during the year.



24. Operating leases

Leases as lessee

Non-cancellable operating lease rentals are payable as set out below. These amounts represent the minimum future lease

payments, in aggregate, that the Group is required to make under existing lease agreements.

2015

€‘000

2014

€’000

Payable in:

Less than one year 4,396 3,683

Between two and five years 10,737 3,336

More than five years 5,946 -

21,079 7,019

The Group leases certain property, plant and equipment under operating leases, including properties previously owned but

transferred to Balmoral International Land Holdings plc arising from the demerger of the Group’s property undertaking in

2006. The leases typically run for an initial lease period with the potential to renew the leases at market rates after the initial

period.

During the year €7,813,000 (2014: €5,728,000) was recognised as an expense in the income statement in respect of

operating leases, including €1,703,000 (2014: €2,262,000) paid to the Group’s 40% associate, Balmoral International Land

Holdings plc.

Leases as lessor

The Group sub-leases part of certain leased property. Non-cancellable operating lease rentals receivable are set out below.

These amounts represent the minimum future lease payments, in aggregate, that the Group will receive under existing lease

agreements.

2015

€‘000

2014

€’000

Less than one year 972 935

Between two and five years 4,361 3,692

More than five years 3,031 2,730

8,364 7,357

During the year, €1,315,000 (2014: €976,000) was recognised as sub-lease income and Nil (2014: Nil) was recognised as an

expense for the operating costs arising from the sub-lease of leased property.



25. Deferred tax assets and liabilities

Recognised deferred tax assets and liabilities are attributable to the following:

Assets

2015

€’000

Liabilities

2015

€’000

Net

2015

€’000

Assets

2014

€’000

Liabilities

2014

€’000

Net

2014

€’000

Property, plant and equipment 686 (1,560) (874) 539 (1,084) (545)

Hedging instruments 973 (390) 583 128 (797) (669)

Employee benefits 6,466 - 6,466 7,456 - 7,456

Trade and other payables 1,922 (42) 1,880 2,017 - 2,017

Intangible assets 812 - 812 812 - 812

Other items 185 (1,930) (1,745) 644 (2,071) (1,427)

Net deferred tax assets / (liabilities) 11,044 (3,922) 7,122 11,596 (3,952) 7,644

No deferred tax asset is recognised in relation to certain income tax losses and certain future capital allowances of the Group

on the grounds that there is insufficient evidence that the assets will be recoverable. In the event that sufficient profits are

generated in the relevant jurisdictions in the future, these assets may be recovered. The estimated unrecognised deferred tax

asset at 31 December 2015 is €8,090,000 (2014: €7,569,000).

No deferred tax asset is recognised in relation to certain capital losses incurred by the Group on the grounds that there is

insufficient evidence that the assets will be recoverable. The estimated unrecognised deferred tax asset at 31 December 2015

is €4,632,000 (2014: €4,684,000).

No deferred tax is recognised on the unremitted earnings of overseas subsidiaries, branches and joint ventures where the

Group does not anticipate additional tax on any ultimate remittance.



25. Deferred tax assets and liabilities (continued)

Movement in temporary differences during the year

1 Jan 2015

€’000

Recognised

in income

€’000

Recognised

in equity

€’000

Retranslation

adjustment

€’000

Balance

31 Dec 2015

€’000

Property, plant and equipment (545) (210) - (119) (874)

Hedging instruments (669) (33) 1,285 - 583

Employee benefits 7,456 (445) (922) 377 6,466

Trade and other payables 2,017 (267) - 130 1,880

Intangible assets 812 - - - 812

Other items (1,427) (307) - (11) (1,745)

7,644 (1,262) 363 377 7,122

1 Jan 2014

€’000

Recognised

in income

€’000

Recognised

in equity

€’000

Retranslation

adjustment

€’000

Balance

31 Dec 2014

€’000

Property, plant and equipment (699) 102 - 52 (545)

Hedging instruments 494 7 (1,170) - (669)

Employee benefits 5,368 (174) 1,921 341 7,456

Trade and other payables 929 992 - 96 2,017

Intangible assets 812 - - - 812

Other items (902) (491) - (34) (1,427)

6,002 436 751 455 7,644

26. Acquisitions, disposals and terminations

Towards the end of 2015, the Group acquired additional melon farming assets in Guatemala, comprising c.2,500 hectares

of leased land, 100 hectares of owned land, four packing stations and related plant and equipment for a total consideration

of €14.493 million, including deferred consideration contingent on completion of €1.126 million. The Group also completed

the purchase of a banana farm in Costa Rica during the second half of 2015 for a total cash consideration of €13.423 million.

The Group had been operating this farm under a lease arrangement since early 2014.

The purchase method of accounting has been applied in respect of these acquisitions. Initial estimates of the fair value of

the assets acquired have been performed and these provisional fair values will be finalised within twelve months of the

acquisition dates, in accordance with IFRS 3 Business Combinations. Costs related to the completion of these acquisitions

have been expensed in 2015 in administration expenses in the income statement. Goodwill of €5,672,000 has been

recognised on these acquisitions, based on the provisional fair values attributed to the identifiable assets acquired. This

goodwill represents, inter alia, the value of the skilled work forces in these businesses and the expected realisation of cost

savings and synergies to be achieved on integration of these businesses into the Group’s operations.



26. Acquisitions, disposals and terminations (continued)

Given the proximity to the year end of the completion of these acquisitions, they made no material contribution to the

Group’s revenues or profits in 2015 and no amortisation has been charged in respect of the intangible assets recognised.

There were no acquisitions of subsidiary undertakings in 2014.

The provisional fair values of the assets acquired and consideration paid and payable in respect of these transactions is

summaried in the table below:

€’000 €’000

Provisional fair value of identifiable assets acquired

Property, plant and equipment (note 10) 14,799

Intangible assets (note 12) 6,864

Working capital 581

Total fair value of assets acquired 22,244

Consideration

Cash paid 26,790

Deferred consideration (note 23) 1,126

Fair value of consideration 27,916

Goodwill arising (note 12) 5,672

27. Employee benefits

2015

€’000

2014

€’000

Remuneration

Wages and salaries 76,255 58,953

Social security contributions 13,257 9,885

Pension costs – defined contribution schemes 1,179 796

Pension costs – defined benefit schemes 1,065 2,943

Share based payment (share option expense/(credit)) 273 (842)

Recognised in the income statement 92,029 71,735

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

Total employee benefit costs 89,508 84,114

2015

Number

2014

Number

Employee numbers

Production 1,981 1,936

Sales and distribution 325 329

Administration 463 465

2,769 2,730



27. Employee benefits (continued)

Certain subsidiary companies involved in fruit production employ casual farming personnel on a seasonal basis. The number of

such seasonal personnel, not included in the table above, ranges from c.1,000 to a high of c.13,000 depending on the stage of

the growing season. Total remuneration included above for these personnel amounted to €22.3 million in 2015 (2014: €14.3

million).

Post retirement benefits

The Group operates a number of externally funded defined benefit and defined contribution pension schemes. The

schemes are set up under trusts and the assets of the schemes are therefore held separately from those of the Group.

The measurement of the assets and liabilities of the Group’s defined benefit pension schemes and the related information

disclosed on the following pages has been prepared in accordance with IAS 19 Employee Benefits (2011).

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

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

where this is not feasible, spreading the funding costs over an extended period. While the Group’s Irish and UK defined

benefit pension schemes have been closed to new entrants since 2009, liabilities under these schemes continued to accrue

as a result of the ongoing service of the existing members. In July 2015, the Group decided to close its Irish defined benefit

pension scheme to future accrual and to future liability. Following agreement with the scheme trustees and certain scheme

members, all accrued liabilities, rights and related costs were settled. Once-off final payments amounting to €20 million

were made to settle the deficit in the scheme, to eliminate the possibility of a claim by the trustees in respect of member

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

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

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

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

scheme. The accumulated benefits of each member of the former defined benefit scheme have been transferred to the new

defined contribution scheme by bulk transfer.

Net of a settlement gain of €2.721 million arising on termination under the measurement criteria of IAS 19, a final

contribution of €6.135 million was paid directly into the Irish scheme to eliminate the accounting deficit of €8.856 million

as at 31 July 2015. Regular annual contributions and related costs for the period up to 31 July 2015 amounted to €835,000,

resulting in total contributions in the year to the Irish scheme of €6.97 million. A net exceptional charge of €11.144 million

has been recognised in the income statement (see note 6), being the difference between the €20 million final payments and

the accounting deficit of €8.856 million.

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

constrained in its options to limit its exposure in respect of its UK defined benefit scheme. It would not be possible to fully

eliminate the Group’s exposure to this scheme on the same terms as the settlement agreed with the trustees of the Irish

scheme. As explained below an agreement has been in place for a number of years with the trustee of the UK scheme to fund

the past service deficit over an extended period. Agreement has been reached with the trustees to close it to future accrual.

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

€1,065,000, net of a €2,721,000 settlement gain on termination of the Group’s Irish defined benefit scheme (2014:

€2,943,000) and €1,179,000 (2014: €796,000) in respect of the Group’s defined contribution schemes.




The accompanying disclosures relate to all of the Group’s defined benefit retirement schemes in Ireland, the UK and

Continental Europe. The previous full actuarial valuations of these schemes, for the purposes of these disclosures, were

updated to 31 December 2015. A full actuarial valuation was carried out on the UK scheme at 31 October 2012, the result of

which was a deficit of STG£22.6 million. The Group agreed a revised recovery plan with the trustees of that scheme involving

eighteen annual payments of STG£1,000,000 by its UK subsidiary, Fyffes Group Limited, commencing in January 2014,

supported by a guarantee from Fyffes plc. All calculations were carried out by independent actuaries using the projected unit

method. The actuarial reports are not available for public inspection. However, the results of the valuations are advised to

members of the schemes. The schemes’ assets do not include any shareholdings in the Company.

The principal assumptions used by the actuaries were:

Ireland UK Netherlands

2015 2014 2015 2014 2015 2014

Rate of increase in salaries N/A 3.00% 3.25% 3.25% 3.25% 3.00%

Rate of increase in pensions N/A 1.50% 3.00% 3.00% 0.00% 0.00%

Inflation rate N/A 1.50% 3.00% 3.00% 1.75% 1.50%

Discount rate N/A 2.30% 3.80% 3.70% 2.60% 2.30%

The key discount rates used for the valuation of the liabilities of each scheme are based on actuarial advice with reference to

highly rated corporate bonds of comparable maturities to scheme liabilities.

Demographic assumptions

The Group uses certain mortality rate assumptions when calculating scheme obligations. The current assumptions for all

major schemes retain a prudent allowance for future improvements in longevity. The UK scheme uses 80% of S1PMA Heavy

Standard tables, allowing for individual members’ year of birth (CMI 2012 projections with a long term rate of 1.25% per

annum). This represents the following in terms of life expectancies:

Ireland

Years

UK

Years

Netherlands

Years

Life expectancy for 65 year old pensioner

Male N/A 22.3 22.2

Female N/A 25.9 24.8

Life expectancy at age 65 for current 40 year old

Male N/A 24.7 24.8

Female N/A 28.3 27.2




Sensitivity analysis, scheme duration and projected costs

The table below sets out the impact on the Group’s total defined benefit liabilities (DBO) of movements in the key discount

rate and mortality assumptions:

(Increase)/

Decrease

in DBO

€’000

Discount rate

25 basis point increase 6,718

25 basis point decrease (7,022)

Mortality

Increase of one year 873

Decrease of one year (938)

The weighted average period until benefit payments are paid (scheme duration) is 16 years for the Group’s UK scheme and

19 years for the Dutch scheme.

The Group anticipates that total expense recognised in its income statement in respect of its defined benefit pension

schemes will amount to €2.8 million in 2016 (2015: €3.8 million excluding exceptional settlement gain) and total

contributions will amount to €2.7 million (2015: €3.5 million, excluding the €6.1 million final contribution on settlement of

the Irish scheme).

Analysis of net liability

2015

€’000

2014

€’000

Equities 49,804 58,922

Bonds 50,519 56,504

Property 7,362 10,996

Other (including cash) 27,898 26,534

Fair value of scheme assets 135,583 152,956

Present value of scheme obligations (167,731) (194,404)

Employee benefits liability (32,148) (41,448)

Deferred tax asset 6,466 7,456

Net liability (25,682) (33,992)




Historical information

2015

€’000

2014

€’000

2013

€’000

2012

€’000

2011

€’000

Fair value of scheme assets 135,583 152,956 129,801 123,195 114,317

Present value of scheme obligations (167,731) (194,404) (157,951) (152,759) (135,992)

Net pension liabilities (32,148) (41,448) (28,150) (29,564) (21,675)

Movements in the fair value of scheme assets

Ireland

€’000

UK

€’000

Netherlands

€’000

Total

€’000

Fair value of assets at 1 January 2014 18,685 103,710 7,406 129,801

Interest income on scheme assets 771 4,789 297 5,857

Employer contributions 1,161 2,057 512 3,730

Employee contributions 124 290 - 414

Premiums paid / expenses (40) - (35) (75)

Benefit payments (66) (5,598) (331) (5,995)

Remeasurement of return on scheme assets 1,367 8,368 2,118 11,853

Foreign exchange movements - 7,371 - 7,371

Fair value of assets at 31 December 2014 22,002 120,987 9,967 152,956

Interest income on scheme assets 346 4,777 229 5,352


Employee contributions 72 309 - 381

Premiums paid / expenses (40) - (23) (63)

Benefit payments (39) (6,252) (319) (6,610)

Remeasurement of return on scheme assets 768 (3,715) (545) (3,492)

Settlement payments from scheme assets (30,079) - - (30,079)

Foreign exchange movements - 7,512 - 7,512

Fair value of assets at 31 December 2015 - 125,875 9,708 135,583




Movements in the present value of scheme obligations

Ireland

€’000

UK

€’000

Netherlands

€’000

Total

€’000

Value of scheme obligations at 1 January 2014 (22,654) (126,948) (8,349) (157,951)

Current / past service cost (864) (1,000) 134 (1,730)

Interest on scheme obligations (905) (5,803) (327) (7,035)

Employee contributions (124) (290) - (414)

Premiums paid 40 - - 40

Benefit payments 66 5,598 331 5,995

Experience adjustments on scheme liabilities 449 (103) 114 460

Effect of changes in actuarial assumptions (9,586) (12,314) (2,792) (24,692)

Foreign exchange movements - (9,077) - (9,077)

Value of scheme obligations at 31 December 2014 (33,578) (149,937) (10,889) (194,404)

Current / past service cost (844) (1,332) (374) (2,550)


Gain on settlement 2,721 - - 2,721

Employee contributions (72) (309) - (381)

Premiums paid 40 - - 40

Benefit payments 39 6,252 319 6,610

Experience adjustments on scheme liabilities 1,265 843 - 2,108

Effect of changes in actuarial assumptions 800 2,556 549 3,905

Settlement payments from scheme assets 30,079 - - 30,079

Foreign exchange movements - (9,294) - (9,294)

Value of scheme obligations at 31 December 2015 - (157,089) (10,642) (167,731)




Movements in the net (liability) recognised in the balance sheet

Ireland

€’000

UK

€’000

Netherlands

€’000

Total

€’000

Net (liability) at 1 January 2014 (3,969) (23,238) (943) (28,150)


(Expense)/income recognised in income statement (998) (2,014) 69 (2,943)

Recognised in statement of comprehensive income (7,770) (4,049) (560) (12,379)

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

Net (liability) at 31 December 2014 (11,576) (28,950) (922) (41,448)


(Expense) recognised in income statement (948) (2,423) (415) (3,786)

Gain on settlement recognised in income statement 2,721 - - 2,721

Recognised in statement of comprehensive income 2,833 (316) 4 2,521

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

Net (liability) at 31 December 2015 - (31,214) (934) (32,148)

Defined benefit pension expense recognised in the income statement

2015 Ireland

€’000

UK

€’000

Netherlands

€’000

Total

€’000

Current service costs (844) (1,332) (374) (2,550)

Gain on settlement recognised in income statement 2,721 - - 2,721

Expenses - - (23) (23)


Interest on scheme assets 346 4,777 229 5,352

1,773 (2,423) (415) (1,065)

2014 Ireland

€’000

UK

€’000

Netherlands

€’000

Total

€’000

Current service costs (864) (1,000) (307) (2,171)

Past service credit - - 441 441

Expenses - - (35) (35)


Interest on scheme assets 771 4,789 297 5,857

(998) (2,014) 69 (2,943)

The defined benefit pension expense is recognised under administrative expenses in the income statement, except for the

€2,721,000 gain on settlement arising on termination of the Group’s defined benefit scheme in Ireland which has been

treated as an exceptional item (note 6).




Remeasurements recognised in the statement of comprehensive income

2015 Ireland

€’000

UK

€’000

Netherlands

€’000

Total

€’000

Changes in financial assumptions 800 2,556 549 3,905

Experience adjustments on scheme liabilities 1,265 843 - 2,108

Return on scheme assets excluding interest income 768 (3,715) (545) (3,492)

2,833 (316) 4 2,521

Cumulative amounts recognised in equity – 2015 (17,512) (23,316) (2,817) (43,645)

2014

Ireland

€’000

UK

€’000

Netherlands

€’000

Total

€’000

Changes in demographic assumptions (243) - 14 (229)

Changes in financial assumptions (9,343) (12,314) (2,806) (24,463)

Experience adjustments on scheme liabilities 449 (103) 114 460

Return on scheme assets excluding interest income 1,367 8,368 2,118 11,853

(7,770) (4,049) (560) (12,379)

Cumulative amounts recognised in equity – 2014 (20,345) (23,000) (2,821) (46,166)

Share based payments

In September 2007, 4,330,000 options were granted under the Group’s 2007 share option scheme. A further 4,780,000

options were granted under this scheme in September 2009. In October 2012, 3,864,000 options were granted under the

scheme. In March 2015, 2,674,000 options were granted under the scheme. In accordance with the terms of the scheme,

the options when vested are exercisable at the market price at the date of grant.

Share options granted under the scheme only vest when the earnings per share figure in respect of the third or any subsequent

accounting period after the end of the basis year (ie the accounting period preceding the date of the grant) is greater than

the earnings per share figure for the basis year by a percentage which is not less than (on a year on year basis) the annual

percentage increase in the consumer price index plus 5% compounded during that period. Subject to the achievement of this

performance condition, the shares vest three years after grant. The contractual life of the options is 10 years.




Share based payments (continued)

The number and weighted average exercise prices of share options outstanding are as follows:

2015

Weighted

Exercise

Price

€

2014

Weighted

Exercise

Price

€

2015

Number

of

Options

‘000

2014

Number

of

Options

‘000

Options outstanding at beginning of year 0.603 0.582 11,774 13,659

Granted during year 1.184 - 2,674 -

Lapsed during the year - (0.457) - (1,855)

Exercised during the year (0.571) (0.4525) (2,538) (30)

Options outstanding at end of year 0.7399 0.603 11,910 11,774

The average share price for the financial year was €1.3285 (2014: €1.0452) and the year end price was €1.51 (2014: €1.012).

2015

Weighted

Exercise

Price

€

2014

Weighted

Exercise

Price

€

2015

Number

of

Options

‘000

2014

Number

of

Options

‘000

Options exercisable at end of year 0.6110 0.6610 9,236 7,910

The options outstanding at 31 December 2015 had an exercise price in the range of €0.4525 to €1.184 (2014: €0.4525 to

€0.925) and a weighted average contractual life of 5.3 years (2014: 5.2 years).

The fair value of services received in return for share options granted is measured by reference to fair value of the share

options granted. The estimate of the fair value of the services received is measured based on a binomial lattice model.

The contractual life of the options, which is 10 years, is used as an input in this model. Expectations of early exercise are

incorporated into the binominal lattice model and are reflected in the assumptions.




Share based payments (continued)

The calculated fair value of share options granted in September 2007, September 2009, October 2012 and March 2015 and

the related assumptions used in the binominal model are as follows:

September

2007

September

2009

October

2012

March

2015

Fair value at measurement date €0.261 €0.155 €0.122 €0.271

Share price at date of grant €0.925 €0.4525 €0.483 €1.184

Exercise price €0.925 €0.4525 €0.483 €1.184

Expected volatility 30% 37.5% 37.5% 37.5%

Option life (years) 8.76 years 9.99 years 9.33 years 9.32 years

Expected dividend yield 2.00% 3.00% 4.00% 2.00%

Risk-free interest rate 4.33% 3.57% 1.565% 0.215%

The expected volatility and option life are expressed as weighted averages in modelling in the binominal lattice model.

The expected volatility is based on the historic volatility of the share price. Share options are granted under a service

condition and a non-market related performance condition, which is the achievement of growth in earnings per share as

set out earlier. The total expense for share options recognised in the income statement was €273,000 (2014: €143,000).

Share options granted in March 2004 lapsed without vesting in March 2014 as the earnings per share performance condition

had not been achieved. Charges of €985,000 had been recognised in previous years in respect of these options and, in

accordance with IFRS 2, these charges were credited back to the income statement in 2014 following their lapsing.



28. Capital commitments and contingencies

(a) Capital commitments

The directors had authorised capital and other expenditure of €23 million (2014: €12 million) at the balance sheet date.

Capital expenditure contracted for at 31 December 2015 amounted to Nil (2014: Nil).

(b) Subsidiaries

In order to avail of the exemption under Section 357 of the Companies Act 2014 the Company has guaranteed the liabilities

of certain of its subsidiaries registered in Ireland. As a result, the following subsidiaries have been exempted from the

provisions of Section 347 and 348 of the Companies Act 2014:

Banana Importers of Ireland Limited Fyffes Renewable Investments Limited

Bernard Dempsey & Co Limited Fyffes Tropical (Ireland) Limited

Coleb Holdings Limited Huntroyde Limited

Fyffes Atlantic Shipping Limited Jack Dolan Limited

Fyffes Banana Processing Limited Kinsealy Farms Limited

Fyffes Bananas North America Limited Motcombe Limited

Fyffes Bananas (Swords) Limited Motik Holdings Limited

Fyffes Florida Property Limited Melvich Limited

Fyffes Fruit Procurement Limited Millerton Limited

Fyffes German Holdings Limited Munster Fruit & Produce Limited

Fyffes Honduras Holdings Limited Southern Fruit Suppliers (Waterford) Limited

Fyffes Management Services Ireland Limited Tropical Fruit Company (Cork) Limited

Fyffes Personnel Services Limited Tropical Fruit Company (Ireland) Limited

Fyffes Secretarial Services Limited

The Company has guaranteed the cash borrowings of subsidiaries under overdraft and loan facilities at 31 December 2015

in the amount of €58,913,000 (2014: €30,734,000). The loan facilities are also guaranteed by certain subsidiary companies

which are borrowers under these facilities. In addition, the Company has guaranteed borrowings by subsidiary companies

under bank guarantee facilities amounting to €6.75 million at 31 December 2015 (2014: €6.4 million).

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the

Group, the Company considers these to be insurance arrangements and accounts for them as such. The Company treats

the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to

make such a payment under the guarantee contracts with third parties.

(c) Contingencies

From time to time, the Group is involved in other claims and legal actions which arise in the normal course of business. Based

on information currently available to the Company, and legal advice, the directors believe such litigation will not, individually

or in aggregate, have a material adverse effect on the financial statements and that the Group is adequately positioned to

deal with the outcome of any such litigation.

29. Related parties

Identity of related parties

Under IAS 24, Related Party Disclosures, the Group has a related party relationship with its joint ventures and associate.

Transactions with the Group’s joint ventures and associate are set out below.



29. Related parties (continued)

IAS 24 also requires the disclosure of compensation paid to the Group’s key management personnel. This comprises its

executive and non-executive directors, together with persons discharging managerial responsibility (“PDMR”) as defined in

section 12(8) of the Irish Market Abuse Directive Regulations, being the company secretary.

Remuneration of key management personnel and other transactions

2015

€‘000

2014

€’000

Short term benefits (salary, bonus, incentives) 4,510 4,460

Post employment benefits (pension contribution) 445 489

Share based payment (share option expense/(credit)) 130 (22)

Total 5,085 4,927

In accordance with IAS 19, Employee Benefits, the pension expense or credit recognised in the Group’s income statement

for these key management personnel amounted to a credit of €609,000 net of the exceptional gain on settlement of the

Irish scheme (2014: expense of €420,000) compared to the cash contributions above of €445,000 (2014: €489,000). As

explained in more detail in the Compensation Committee report on page 39, a final payment of €20 million was made to

settle the deficit in the Group’s Irish defined benefit pension scheme, to eliminate the possibility of claim by the trustees

in respect of member expectations in relation to the scheme and to facilitate transfers to the new defined contribution

scheme. Including the portion of this payment attributable to them, total pension and related payments on behalf of the

key management personnel in 2015 amounted to €10.5 million. The actuarial gain/(loss) recognised in the statement of

comprehensive income in respect of the pension benefits of these key management personnel for 2015 amounted to a

gain of €1,215,000 (2014: loss of €3,556,000). Details of the remuneration of the Company’s individual directors, together

with the number of Fyffes plc shares owned by them and their outstanding share options are set out in the compensation


During 2015, the Group acquired a number of fork lift and pallet trucks for use in its UK operations, at a total cost of

€214,000 (2014: €222,000) on normal commercial terms from a subsidiary of a business jointly controlled by J D McCourt,

who is a non-executive director of Fyffes plc. There was no outstanding payable in this regard at 31 December 2015.

Related party transactions with joint ventures and associate

The Group trades in the normal course of its business, in some situations under long term supply contracts, with its joint

ventures and associate. The Group also leases premises from its 40% owned associate, Balmoral International Land Holdings

plc (see note 24). A summary of transactions with these related parties is as follows:

2015

Revenue

€’000

2014

Revenue

€’000

2015

Purchases

€’000

2014

Purchases

€’000

Joint ventures 146,357 143,200 821 1,025

Associate 95 69 1,944 2,264

146,452 143,269 2,765 3,289

During 2014, the Group paid STG£2,325,000 to purchase a distribution centre in the UK it had been leasing from Balmoral.

Fyffes also terminated a lease with Balmoral on another distribution centre in the UK following the construction by the

Group of a new replacement premises. The amounts due from and to joint ventures and associate at the year end are

disclosed, in aggregate, in notes 17 and 22 respectively. The Group’s significant joint ventures and associate are set out on

pages 118 to 119.



30. D

eriv

ativ

es a

nd

oth

er fi

nan

cial

inst

rum

ents

Fair

val

ues

of

fin

anci

al a

sset

s an

d li

abili

ties

In r

espe

ct o

f th

e fin

anci

al a

sset

s an

d lia

bilit

ies

belo

w, t

he f

ollo

win

g ta

ble

sets

out

the

car

ryin

g am

ount

s in

the

Gro

up b

alan

ce s

heet

and

the

ir re

spec

tive

fair

valu

es, i

nclu

ding

the

rele

vant

fai

r va

lue

hier

arch

y:

No

te

At

fair

val

ue

€’00

0

Loan

s &

rece

ivab

les

€’00

0

Ava

ilab

le

for

sale

€’00

0

Liab

iliti

es

at a

mo

rtis

ed

cost

€’00

0

Tota

l

carr

yin

g

amo

un

t

€’00

0

Fair

Val

ue

Leve

l 1

Fair

Val

ue

Leve

l 2

Fair

Val

ue

Leve

l 3

Fair

Val

ue

Tota

l

31 D

ecem

ber

201

5

Fin

anci

al a

sset

s

Equi

ty in

vest

men

ts14

16-

--

1616

--

16

Trad

e an

d ot

her

rece

ivab

les

17-

113,

203

--

113,

203

--

--

Cas

h an

d ca

sh e

quiv

alen

ts a

nd s

hort

ter

m d

epos

its18

-22

,759

--

22,7

59-

--

-

Hed

ging

3,11

8-

--

3,11

8-

3,11

8-

3,11

8

Fin

anci

al a

sset

s3,

134

135,

962

--

139,

096

163,

118

-3,

134

Fin

anci

al li

abili

ties

Trad

e pa

yabl

es a

nd o

ther

pay

able

s22

--

-(1

08,3

91)

(108

,391

)-

--

-

Inte

rest

bea

ring

loan

s an

d bo

rrow

ings

21-

--

(62,

040)

(62,

040)

-*(

61,4

15)

-*(

61,4

15)

Def

erre

d co

ntin

gent

con

side

ratio

n23

(1,1

94)

--

-(1

,194

)-

-(1

,194

)(1

,194

)

Hed

ging

(net

)30

(7,7

86)

--

-(7

,786

)-

(7,7

86)

-(7

,786

)

Fin

anci

al li

abili

ties

(8,9

80)

--

(170

,431

)(1

79,4

11)

-(6

9,20

1)(1

,194

)(7

0,39

5)

31 D

ecem

ber

201

4

Fin

anci

al a

sset

s

Equi

ty in

vest

men

ts14

16-

--

1616

--

16

Trad

e an

d ot

her

rece

ivab

les

17-

91,6

83-

-91

,683

--

--

Cas

h an

d ca

sh e

quiv

alen

ts a

nd s

hort

ter

m d

epos

its18

-22

,069

--

22,0

69-

--

-

Hed

ging

306,

379

--

-6,

379

-6,

379

-6,

379

Fin

anci

al a

sset

s6,

395

113,

752

--

120,

147

166,

379

-6,

395

Fin

anci

al li

abili

ties

Trad

e pa

yabl

es a

nd o

ther

pay

able

s22

--

-(9

1,66

3)(9

1,66

3)-

--

-

Inte

rest

bea

ring

loan

s an

d bo

rrow

ings

21-

--

(33,

788)

(33,

788)

-*(

28,4

49)

-*(

28,4

49)

Def

erre

d co

ntin

gent

con

side

ratio

n23

(1,5

78)

--

-(1

,578

)-

-(1

,578

)(1

,578

)

Hed

ging

30(1

,029

)-

--

(1,0

29)

-(1

,029

)-

(1,0

29)

Fin

anci

al li

abili

ties

(2,6

07)

--

(125

,451

)(1

28,0

58)

-(2

9,47

8)(1

,578

)(3

1,05

6)

*Exc

lude

s ba

nk o

verd

raft

s



30. Derivatives and other financial instruments (continued)

Fair value hierarchy

In accordance with IFRS 7 Financial Instruments: Disclosures, the Group uses the following hierarchy for determining and

disclosing the fair value of financial instruments by valuation technique. There are no financial assets or liabilities valued in

accordance with the Level 1 hierarchy (quoted market prices) other than equity investments with a carrying value of €16,000.

Most of the Group’s financial assets and liabilities are valued under Level 2 being directly observable market inputs, other

than quoted prices for similar instruments. The Group’s deferred contingent consideration is categorised under Level 3, in

accordance with the terms of the relevant acquisition contracts, as there are no other observable market data.

Estimation of fair values

Set out below are the major methods and assumptions used in estimating the fair values of the financial assets and liabilities

disclosed above.

The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the

significant unobservable inputs used.

Financial instruments measured at fair value

Description Valuation technique Significant unobservable inputs

Deferred contingent consideration Discounted cash flows Not applicable

Hedging instruments Market comparison technique:

the fair values are based on

broker quotes

Not applicable

Equity investments

When market values are available, fair values are determined by reference to the bid market price for such investments

without any deduction for transaction costs.

Short term bank deposits and cash and cash equivalents

For short term bank deposits and cash and cash equivalents, with a remaining maturity of less than six months, the nominal

amount is deemed to reflect fair value.

Trade and other receivables / payables

For receivables and payables with a remaining life of less than six months or demand balances, the nominal amount is

deemed to reflect fair value. All other receivables and payables are discounted to determine the fair value.

Derivatives (currency options and forward currency or fuel contracts)

Currency options are marked to market using quotes from financial institutions. Forward currency or fuel contracts are either

marked to market using market prices or by discounting the contractual forward price and deducting the current spot rate.

Interest bearing loans and borrowings

For interest bearing loans and borrowings with a contractual repricing date of less than one year, the nominal amount is

deemed to reflect fair value. For loans with a repricing date of greater than one year, the fair value is calculated based on the

expected future principal and interest cash flows.




Risk exposures

The Group’s multinational operations expose it to different financial risks that include foreign exchange rate risks, credit risks,

liquidity risks and interest rate risks. The Group also periodically manages its exposure to movement in fuel costs through

hedging instruments. Fyffes has a risk management programme in place which seeks to limit the impact of these risks on the

financial performance of the Group as explained below. The Board has determined the policies for managing these risks. It is

the policy of the Board to manage these risks in a non-speculative manner.

Foreign exchange risk

While a significant portion of the Group’s distribution and marketing businesses are based in Eurozone economies, it also has

significant operations in the UK and, as a result, the consolidated balance sheet is exposed to Sterling currency fluctuations.

In addition, the Group has substantial production and procurement operations in Central and South America and selling

and distribution businesses in the US. The Group also has large transactional currency risk as a significant portion of costs,

particularly cost of fruit, shipping and fuel, are routinely denominated in US Dollars. The Group uses forward foreign

exchange contracts and, from time to time, options to hedge some of its US Dollar transactional risk, all currently with a

maturity of less than two years at the years end. The percentage of estimated future purchases that are hedged can vary at

any point in time and depends on prevailing market conditions.

These currency risks are monitored by the Group’s Treasury Committee on an ongoing basis and managed as deemed

appropriate by utilising a combination of spot and forward currency contracts and foreign currency options. The Group does

not enter spot or forward contracts on a speculative basis.

Credit and liquidity risk

The Group has detailed procedures for monitoring and managing the credit risk related to its trade receivables including

the use of credit limits together with weekly reporting and review by senior management of all trade receivables. There is

no significant concentration of risk in a small number of customers and the Group’s bad debt experience is relatively good.

Cash and short term bank deposits are usually invested with institutions of the highest credit rating, or state guaranteed

institutions, with limits on amounts held with individual banks or institutions at any one time. It is also the policy of the

Group to have adequate committed undrawn facilities available at all times to cover unanticipated financing requirements.

The maximum exposure to credit risk is represented by the carrying amount of the financial assets in the balance sheet.

Interest rate risk

The Group’s balance sheet contains both interest bearing assets and interest bearing liabilities. At 31 December 2015, the

Group had gross cash balances of €22.8 million (2014: €22.1 million) and gross debt of €62.0 million (2014: €33.8 million).

In general, the approach employed by the Group to manage its interest rate exposure is to maintain the majority of its cash,

short term bank deposits and interest bearing borrowings on floating rates.




Accounting for derivatives and hedging activities

The fair value of derivatives is set out in the following table:

Assets

2015

€‘000

Liabilities

2015

€’000

Forward currency contracts 3,118 (1,376)

Forward fuel contracts - (6,410)

3,118 (7,786)

Assets

2014

€‘000

Liabilities

2014

€’000

Forward currency contracts 6,250 -

Forward fuel contracts 129 (1,029)

6,379 (1,029)

The accounting treatment of derivatives depends on their designation as hedges. The Group has designated hedges of

highly probable forecasted future transactions as cash flow hedges. In order to qualify for hedge accounting, the Group is

required to document the relationship between the items being hedged and the hedging instrument and demonstrate, at

inception, that the hedge relationship will be highly effective on an ongoing basis. The hedge relationship must be tested for

effectiveness at subsequent reporting dates.

Gains and losses on cash flow hedges that are determined to be highly effective are recognised in other comprehensive

income to the extent that they are effective. When the forecasted transaction occurs, the gains or losses deferred in equity

are released to the income statement. Ineffective portions of the gain or loss on each hedging instrument are recognised

immediately in the income statement. The cash flows with respect to the cash flow hedges are expected to occur in two

years (2014: two years) following the balance sheet date and relate to hedges of produce purchases.

The following table indicates the periods in which the cash flows associated with derivatives that are cash flow hedges are

expected to occur.

2015 2014

Total

€‘000

<6

months

€’000

6-12

months

€’000

1-2

years

€’000

Total

€’000

<6

months

€’000

6-12

months

€’000

1-2

years

€’000

Forward fuel contracts (7,915) (3,958) (3,957) - (2,181) (792) (792) (597)

Foreign currency contracts 3,261 1,473 1,736 52 6,295 3,484 2,811 -

(4,654) (2,485) (2,221) 52 4,114 2,692 2,019 (597)

At the balance sheet date, these contracts represented 36% (2014: 35%) of forecasted dollar purchases for the following

year. The periods in which cash flows associated with derivatives that are cash flow hedges are expected to impact profit

and loss are not materially different to the periods in which the cash flows actually occur, due to the short time lag between

the purchase of US Dollar denominated inputs and the subsequent sale of the goods.




Accounting for derivatives and hedging activities (continued)

During 2015, a credit of €2,587,000 (2014: credit of €11,369,000) was recognised in the hedging reserve in respect of

derivative instruments. Of this, a credit of €12,849,000 (2014: credit of €2,012,000) was reclassified to the income statement

in respect of contracts maturing in the year (see statement of comprehensive income).

Interest risk

The interest rate profile of the Group’s interest bearing financial instruments was:

2015

€‘000

2014

€’000

Variable rate:

Bank loans/overdrafts (58,913) (30,734)

Cash and cash equivalents including short term deposits 22,759 22,069

(36,154) (8,665)

Fixed rate:

Interest bearing other payables - -

Finance leases (3,127) (3,054)

(3,127) (3,054)

Bank overdrafts in certain wholly owned subsidiaries amounting to €0.6 million at 31 December 2015 (2014: €5.3 million)

are guaranteed by Fyffes plc. Bank loans outstanding at 31 December 2015 in certain wholly owned subsidiaries guaranteed

by Fyffes plc and other subsidiaries which are potential borrowers under these facilities, consist of a €27 million loan at a rate

of 1.37%, an €8 million loan at a rate of 1.45%, a €15 million loan at a rate of 0.87% and a US$9 million loan at 1.62%. At

31 December 2015, the Group had net debt of €39,281,000 (2014: net debt of €11,719,000).

Cash flow sensitivity analysis for variable rate instruments

At 31 December 2015, the average interest rate being earned on the Group’s cash balances was 0.2% (2014: 0.4%) and the

average rate paid on its debt was 1.29% (2014: 1.32%).

An increase or decrease of 50 basis points in interest rates at the reporting date would have had the following effect on

profit or loss and equity. This analysis assumes that all other variables, in particular foreign exchange rates, remain constant.

Profit & Loss

50 Point

Increase

€’000

50 Point

Decrease

€’000

Combined

31 December 2015 – Variable rate instruments (451) (89)

31 December 2014 – Variable rate instruments (23) 63




Liquidity risk

2015 Carrying

amount

€’000

Contractual

cash flows

€’000

<6

Months

€’000

6-12

Months

€’000

+1

Year

€’000

Bank loans and overdrafts 58,913 59,692 59,692 - -

Finance leases 3,127 3,127 447 447 2,233

Trade and other payables – current 104,611 104,611 104,611 - -

Trade and other payables – non-current 3,780 3,780 - - 3,780

Hedging instruments (net) 4,668 4,654 2,485 2,221 (52)

175,099 175,864 167,235 2,668 5,961

2014 Carrying

amount

€’000

Contractual

cash flows

€’000

<6

Months

€’000

6-12

Months

€’000

+1

Year

€’000

Bank loans and overdrafts 30,734 31,082 22,848 - 8,234

Finance leases 3,054 3,054 611 610 1,833

Trade and other payables – current 83,761 83,761 83,761 - -

Trade and other payables – non-current 7,902 7,902 - - 7,902

Hedging instruments (net) (5,350) (4,114) (2,692) (2,019) 597

120,101 121,685 104,528 (1,409) 18,566

It is the policy of the Group to have adequate committed undrawn facilities available at all times to cover unanticipated

financing requirements. The Group has in place approved borrowing facilities of up to €100 million (2014: €50 million),

comprising two €35 million five year revolving credit facilities and two €15 million one year uncommitted revolving loans,

plus a US$9 million (2014: US$9 million) one year term loan, in addition to €20.4 million (2014: €20.1 million) in cash

overdraft facilities.




Credit risk

The carrying amount of financial assets represents the maximum credit exposure. The following table details the aging of

trade receivables and trade receivables due from joint ventures:

2015 2014

Gross

€’000

Impairment

€’000

Gross

€’000

Impairment

€’000

Not past due 85,307 (1,847) 65,168 -

Past due 0-30 days 9,943 (392) 7,095 (429)

Past due 31-120 days 776 (151) 884 (157)

Past due 121-365 days 183 (148) 296 (266)

Past due +365 days 120 (120) 1,112 (1,112)

Total 96,329 (2,658) 74,555 (1,964)

The following table details the aging of other receivables including loans and advances to suppliers and non-trade balances

with joint ventures:

2015 2014

Gross

€’000

Impairment

€’000

Gross

€’000

Impairment

€’000

Not past due 28,635 (9,103) 27,354 (8,262)

Analysis of movement in impairment provisions:

2015 2014

Trade

receivables

€’000

Other

receivables

€’000

Trade

receivables

€’000

Other

receivables

€’000

At beginning of year (1,964) (8,262) (557) (5,992)

Increase (503) (5,083) (1,341) (6,926)

Released/utilised - 4,965 - 4,965

Foreign exchange (191) (723) (66) (309)

At end of year (2,658) (9,103) (1,964) (8,262)




Currency risk

The following table details the Group’s exposure to foreign currency risk at the balance sheet date.

2015 2014

Euro

€’000

Sterling

€’000

US Dollar

€’000

Euro

€’000

Sterling

€’000

US Dollar

€’000

Trade receivables - 376 753 - 276 9,440

Other receivables - 1 16,666 - - 16,159

Cash and cash equivalents - 651 3,117 - 314 9,887

Interest bearing loans - - (8,793) - - (7,395)

Trade payables - (158) (26,067) - (196) (19,975)

Other payables - (13) (1,542) - 28 (290)

Hedging instruments - 1,186 557 - 3,717 2,534

- 2,043 (15,309) - 4,139 10,360

Sensitivity analysis

A 5% strengthening or weakening of the euro against the US Dollar and Sterling, based on outstanding assets and liabilities

at year end, would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes

that all other variables, in particular interest rates, remain constant.

5% Strengthening 5% Weakening

Equity

€’000

Profit & Loss

€’000

Equity

€’000

Profit & Loss

€’000

31 December 2015

US Dollar (10,426) (1,739) 11,523 1,923

Sterling (860) (860) 950 950

31 December 2014

US Dollar (8,000) (1,415) 8,842 1,564

Sterling (387) (387) 428 428



31. Accounting estimates and judgements and comparative figures

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and

expenses.

Management discussed with the audit committee the development, selection and disclosure of the Group’s critical

accounting policies and estimates and the application of these policies and estimates.

Particular areas which are subject to accounting estimates and judgements in these financial statements are areas such as

impairment testing, post employment benefits including discount rates, fair values of properties, fair values of biological

assets, carrying value of investments, impairment provisions and in relation to judgemental provisions and accruals.

Impairment testing of assets, particularly of goodwill and intangibles, involves estimating the future cash flows for a cash

generating unit and an appropriate discount rate to determine a recoverable value. The estimation of employee benefit costs

requires the use of actuaries in the determination of appropriate assumptions such as discount rates and expected future

rates of return as set out in note 27.

Comparative amounts have been regrouped, where necessary, on the same basis as in the current year.

32. Subsequent events

There have been no material events subsequent to the year end and up to 26 February 2016, the date of approval of the

financial statements by the Board.


Company Financial Statementsfor the financial year ended 31 December 2015

Balance Sheetas at 31 December 2015

Notes 2015

€’000

2014

€’000

Assets

Non-current

Property, plant and equipment 33 18 37

Equity investments 34 274,607 274,607

Total non-current assets 274,625 274,644

Current

Trade and other receivables 35 118,319 111,963

Cash and cash equivalents 36 21 12

Total current assets 118,340 111,975

Total assets 392,965 386,619

Equity

Called-up share capital 19,698 19,546

Share premium 100,414 99,117

Other reserves 37 63,692 63,770

Retained earnings 105,023 111,907

Total equity 288,827 294,340

Current liabilities

Trade and other payables 38 104,138 92,279

Total equity and liabilities 392,965 386,619





Statement of Movement in Equity

Share

capital

€’000

Share

premium

€’000

Capital

conversion

reserve

€’000

Capital

redemption

reserve

€’000

Share

option

reserve

€’000

Own

shares

reserve

€’000

Retained

earnings

€’000

Total

€’000

Balance at 1 January 2014 19,544 99,105 1,034 73,073 2,626 (9,083) 108,590 294,889

Profit for financial year - - - - - - 9,888 9,888

Share options exercised 2 12 - - - - - 14

Unvested share options credited

to income statement

- - - - (985) - - (985)

Equity settled transactions - - - - 143 - - 143

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

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

Balance at 31 December 2014 19,546 99,117 1,034 73,073 1,784 (12,121) 111,907 294,340

Profit for financial year - - - - - - 129 129

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

Equity settled transactions - - - - 273 - - 273

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

Balance at 31 December 2015 19,698 100,414 1,034 73,073 1,706 (12,121) 105,023 288,827

Company Financial Statements for the financial year ended 31 December 2015


Company Financial Statements for the financial year ended 31 December 2015

Cash Flow Statement

2015

€’000

2014

€’000

Operating activities

Profit for financial year 129 9,888

Adjustments for:

Depreciation on property, plant and equipment 19 24

Equity settled compensation 273 (842)

Interest income (205) (196)

Impairment provision 6,285 -

Movement in trade and other receivables (12,641) 34,345

Movement in trade payables, other payables and provisions 11,859 (34,027)

Interest received 205 196

Cash flow from operating activities 5,924 9,388

Investing activities

Acquisition of property, plant and equipment - (12)

Cash flow from investing activities - (12)

Financing activities

Proceeds from the issue of share capital 1,449 14

Acquisition of own shares - (3,038)

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

Cash flow from financing activities (5,915) (9,595)

Net increase/(decrease) in cash and cash equivalents 9 (219)

Cash and cash equivalents, including bank overdrafts at beginning of year 12 231

Cash and cash equivalents, including bank overdrafts at end of year 21 12


Notes to the Company Financial Statements for the financial year ended 31 December 2015

33. Property, plant and equipment

Plant and

equipment

2015

€‘000

Plant and

equipment

2014

€’000

Cost


Additions - 12


Depreciation and impairment losses


Depreciation charge for the year 19 24


Carrying amount

Balance at beginning of year 37 49

Balance at end of year 18 37

34. Equity investments

Investment in

subsidiaries

€’000

Other

investments

€’000

Total

€’000

Balance at 31 December 2014 and 2015 274,595 12 274,607

The Group’s significant subsidiaries, joint ventures and associates are set out on pages 118 and 119.

35. Trade and other receivables

2015

€‘000

2014

€’000

Current

Amounts due from subsidiaries 118,228 111,875

Other receivables/prepayments 91 88

118,319 111,963



36. Cash and cash equivalents

2015

€‘000

2014

€’000

Cash and cash equivalents per balance sheet 21 12

Bank overdrafts - -

Cash and cash equivalents in the cash flow statement 21 12

37. Other reserves

2015

€‘000

2014

€’000

Capital conversion reserve 1,034 1,034

Capital redemption reserve 73,073 73,073

Share option reserve 1,706 1,784

Own shares reserve (12,121) (12,121)

63,692 63,770

38. Trade and other payables

2015

€‘000

2014

€’000

Current

Amounts payable to subsidiaries 103,128 86,319

Accruals and deferred income 759 5,701

Other payables 251 259

104,138 92,279



39. Related party transactions

The Company has a related party relationship with its subsidiaries, joint ventures, associates and with the directors of the

Company. Details of the remuneration of the Company’s individual directors, together with the number of Fyffes plc shares

owned by them and their outstanding share options are set out in the compensation committee report on pages 38 to 43.

2015

€’000

2014

€’000

Net income from subsidiaries 205 196

40. Employee benefits

The aggregate employee costs for the Company were as follows:

2015

€’000

2014

€’000

Wages and salaries 402 402

Share option expense/(credit) 273 (842)

675 (440)

The Company has no direct employees. The wages and salaries figure represents the cost of non-executive directors.

41. Auditor’s remuneration

Fees paid to the auditor of the parent entity of the Group for the year amounted to:

2015

€’000

2014

€’000

Audit services 10 10

Taxation services 12 12

Other non-audit services 2 2



42. Financial instruments and guarantees

The average interest rate at the year end on the Company’s net cash was Nil (2014: Nil). Interest rate sensitivity is not

applicable. At the year end, all trade and other payables and interest bearing loans had contractual cash flows equalling

their carrying value and were all due within six months. The same applied at 31 December 2014. At 31 December 2015

and 31 December 2014, all amounts due from subsidiaries, joint ventures and other receivables were not past due. At 31

December 2015, the Company had net assets of €3,497,000 denominated in Sterling (2014: €3,357,000) and €42,552,000

denominated in US Dollars (2014: €24,972,000). At the year end, a 5% strengthening of euro versus Sterling would have

reduced profit by €167,000 (2014: €160,000) and a 5% weakening of euro versus Sterling would have increased profit by

€184,000 (2014: €177,000). At the year end, a 5% strengthening of the euro versus the US Dollar would have reduced

profit by €2,026,000 (2014: €1,189,000) and a 5% weakening of euro versus the US Dollar would have increased profit by

€2,240,000 (2014: €1,314,000).

The Company has guaranteed the cash borrowings of subsidiaries under overdraft and loan facilities at 31 December 2015

in the amount of €58,913,000 (2014: €30,734,000). In addition, the Company has guaranteed borrowings by subsidiary

companies under bank guarantee facilities amounting to €6.75 million at 31 December 2015 (2014: €6.4 million). The

Company has also issued guarantees in favour of the Trustees of the MNOPF as explained in Note 23 and in favour of the

Trustees of the Group’s UK defined benefit pension scheme as explained in Note 27.



43. Significant subsidiaries, joint ventures and associates

The principal areas of operation are the countries of incorporation.

Subsidiaries Principal activity Group share %

Incorporated in Ireland

Banana Importers of Ireland Limited* Tropical produce distributor 87.2

Fyffes International Holdings Limited* Investment holding company 100

Fyffes International Tropical produce procurement 100

Fyffes Fruit Procurement Limited Tropical produce procurement 76

Fyffes Tropical Ireland Limited Tropical produce distributor 100

Fyffes Atlantic Shipping Limited Distribution 100

Fyffes Bananas (Swords) Limited Tropical produce distributor 100

The registered office of all the above is 29 North Anne Street, Dublin 7, Ireland.

Incorporated in the United Kingdom

FII Holdings Limited* Investment holding company 100

Fyffes Group Limited Tropical produce distributor 100

The registered office of all of the above is Houndmills Industrial Estate, Houndmills Road, Basingstoke, Hampshire RG21 6XL,

United Kingdom.

Incorporated in The Netherlands

Fyffes BV (formerly Velleman & Tas International) Tropical produce distributor 100

Fyffes Holdings BV Investment holding company 100

The registered office of all of the above is Marconistraat 19, 3029 AE Rotterdam, The Netherlands.

Incorporated in Germany

Fyffes GmbH* Investment holding company 100

J A Kahl & Co Investment holding company 100

The registered office of all of the above is Bauernbrauweg 1, 81369, Munich, Germany.

Incorporated in the United States of America

Fyffes Inc Investment holding company 100

Fyffes Tropical Produce LLC (formerly Cobalt LLC) Tropical produce distributor 100

Sol Group Marketing Company Inc Tropical produce distributor 100

The registered office of Fyffes Inc and Fyffes Tropical Produce LLC is 550 Biltmore Way, Suite 730, Coral Gables, Florida,

33134, USA. The registered office of Sol Group Marketing Company Inc is 1751 SW 8th Street, Pompano Beach, Florida,

33069, USA.



43. Significant subsidiaries, joint ventures and associates (continued)

Incorporated in Jersey

Fyffes Windward Holdings Limited* Investment holding company 100

Fyffes Caribbean Limited Investment holding company 100

The registered office of all of the above is Barette Commercial Centre, Route du Mont Mado, St John, Jersey.

Incorporated in Costa Rica

Ananas Export Company SA Pineapple production 100

The registered office is San Rafael de Rio Cuarto Grecia, Alajuela, Costa Rica.

Associates Principal activity Group share %

Incorporated in Ireland

Balmoral International Land Holdings plc Property holding company 40

The registered office is 1 Stokes Place, St Stephen’s Green, Dublin 2, Ireland.

Joint Ventures Principal activity Group share %

Incorporated in the United Kingdom

Windward Isles Banana Company (UK) Limited Investment holding company 50

The registered office is Little Park Farm Road, Segensworth, Fareham, Hampshire, PO15 5TD, United Kingdom.

Incorporated in Germany

Internationale Fruchtimport Gesellschaft Weichert GmbH &

Co KG

Tropical produce distributor 80(i)

The registered office is Bankstrasse 28, 20097, Hamburg, Germany.

Fruchtimport vanWylick GmbH Fresh produce distributor 25(ii)

The registered office is Rather Strasse 25, 40476 Dusseldorf, Germany.

Incorporated in the United States of America

Turbana Corporation Tropical produce distributor 50

The registered office is 550 Biltmore Way, Suite 730, Coral Gables, FL 33134, USA.

A full list of subsidiaries, joint ventures and associates is included with the Company’s Annual Return filed with the

Companies Registration Office, Dublin, Ireland.

* Subsidiaries owned directly by Fyffes plc.

(i) While the Group has a participating interest in excess of 50% in this entity, it shares control with other partners.

(ii) In January 2015, Fyffes sold 8.3% of its investment in Fruchtimport vanWylick GmbH, reducing its shareholding to 25%.


NOTICE IS HEREBY GIVEN that the Annual General Meeting

(“AGM”) of Fyffes plc (the “Company”), which is listed on the

AIM market in London and the ESM market in Dublin, will be

held at the Ballsbridge Hotel, Pembroke Road, Ballsbridge, Dublin

4 on 29 April 2016 at 11.00am for the following purposes:

1. To receive and consider the Company’s Financial

Statements for the year ended 31 December 2015 and the

reports of the directors and auditor thereon, and to review

the Company’s affairs.

2. To confirm the interim dividend and declare a final dividend

of 1.924 cent per share on the ordinary shares for the year

ended 31 December 2015.

3. By separate resolutions to re-elect as directors the

following who retire in accordance with the Articles of

Association and, being eligible, offer themselves for re-

election:

(A) T G Murphy

(B) R B Johnston

(C) J D McCourt

4. To authorise the directors to fix the remuneration of the

auditor for the year ending 31 December 2016.

As special business to consider and, if thought fit,

pass the following resolutions:-

5. AS A SPECIAL RESOLUTION:

“That sub-paragraph (i) of Article 7(d) of the Articles of

Assoication be amended by:

(a) the insertion of the words “open offer or” before the

words “rights issue” in the first line of that sub-para-

graph; and

(b) the insertion of the words “provided that the allotment

of equity securities in excess of one-third of existing

issued shares should be applied only to rights issues in

favour of Ordinary Shareholders as permited in this ar-

ticle” after the words “fractional entitlements or other-

wise” in the last line of that sub-paragraph.”

6. AS AN ORDINARY RESOLUTION:

“That the directors of Fyffes plc, which is listed on the

AIM and ESM markets in London and Dublin, are hereby

unconditionally authorised to exercise all the powers of the

Company to allot relevant securities (within the meaning of

Section 1021 of the Companies Act 2014):

(a) up to an aggregate nominal amount of €6,572,599

(109,543,314 shares) being equivalent to approximately

33% of the aggregate nominal value of the issued share

capital of the Company; and

(b) up to an aggregate nominal amount of €13,145,198

(219,086,627 shares) (after deducting from such limit

any relevant securities allotted under paragraph (a)

above) being equivalent to approximately 66% of the

aggregate nominal value of the issued share capital

of the Company, provided that (i) they are equity

securities (within the meaning of section 1023(1) of

the Companies Act 2014) and (ii) they are offered by

way of a rights issue to holders of ordinary shares on

the register of members at such record dates as the

directors may determine where the equity securities

respectively attributable to the interests of the ordinary

shareholders are proportionate (as nearly as may be

practicable) to the respective numbers of ordinary shares

held by them on any such record dates, but subject to

such exclusions or other arrangements as the directors

may deem necessary or expedient to deal with legal or

practical problems in respect of overseas shareholders,

fractional entitlements or otherwise.

The authority hereby conferred shall expire at the earlier

of the close of business on the date of the next AGM after

the passing of this resolution or 29 July 2017 provided

however that the Company may before such expiry make

an offer or agreement which would or might require

relevant securities to be allotted after such expiry and the

directors may allot relevant securities in pursuance of such

offer or agreement as if the authority hereby conferred had

not expired.”


“That pursuant to Article 7(d) of the Articles of Association

and Sections 1022 and 1023 of the Companies Act 2014

the directors of Fyffes plc, which is listed on the AIM and

ESM markets in London and Dublin, are hereby empowered

to allot equity securities (as defined by Section 1023

of that Act) for cash pursuant to the authority to allot

relevant securities conferred on the directors by resolution

6 above in the notice of this meeting as if sub-section

(1) of Section 1022 of that Act did not apply to any such

allotment provided that this power shall be limited to the

matters provided for in Article 7(d)(i) and (ii) of the Articles

of Association and provided further that the aggregate

nominal value of any shares which may be allotted pursuant

to Article 7(d)(ii) may not exceed €1,971,977 (32,866,281

shares) representing 10% of the nominal value of the issued

share capital provided that this authority shall expire at the

earlier of the close of business on the date of the next AGM

after the passing of this resolution or 29 July 2017.”

Notice of Annual General Meeting



“That the Company and/or any subsidiary (as defined by

Section 7 of the Companies Act 2014) of the Company

is hereby generally authorised to make market purchases

(as defined by Section 1072 of the Companies Act 2014)

of shares of any class in the Company (“shares”) on such

terms and conditions and in such manner as the directors

may determine from time to time but subject to the

provisions of the Companies Act 2014 and to the following

restrictions and provisions:

(a) the maximum number of ordinary shares (as defined in

the Articles of Association of the Company) authorised

to be acquired pursuant to this resolution shall not

exceed 32,866,281 (representing 10% of the issued

share capital);

(b) the minimum price (excluding expenses) which may

be paid for any share shall be an amount equal to the

nominal value thereof;

(c) the maximum price (excluding expenses) which may

be paid for any share (a “relevant share”) shall be an

amount equal to the greater of:

(i) 105% of the average of the five amounts resulting

from determining whichever of the following (a), (b)

or (c) specified below in relation to the shares of the

same class as the relevant share shall be appropriate

for each of the five business days immediately

preceding the day on which the relevant share is

purchased, as determined from the information

published in the Irish Stock Exchange Daily Official

List reporting the business done on each of those five

business days:

(A) if there shall be more than one dealing reported

for the day, the average of the prices at which

such dealings took place; or

(B) if there shall be only one dealing reported for the

day, the price at which such dealing took place; or

(C) if there shall not be any dealing reported for the

day, the average of the high and low market

guide prices for that day; and if there shall be

only a high (but not a low) or a low (but not a

high) market guide price reported, or if there shall

not be any market guide price reported, for any

particular day then that day shall not count as one

of the said five business days for the purposes of

determining the maximum price. If the means of

providing the foregoing information as to dealings

and prices by reference to which the maximum

price is to be determined is altered or is replaced

by some other means, then a maximum price

shall be determined on the basis of the equivalent

information published by the relevant authority in

relation to dealings on the Irish Stock Exchange or

its equivalent; and

(ii) the higher of the price quoted for (a) the last

independent trade of; and (b) the highest current

independent bid or offer for; any number of relevant

shares on the trading venue where the purchase

pursuant to the authority conferred by this resolution

will be carried out;

(d) the authority hereby granted shall expire at the close

of business on the date of the next AGM of the

Company or 29 July 2017, whichever is the earlier,

unless previously varied, revoked or renewed by special

resolution in accordance with the provisions of Section

1074 of the Companies Act 2014. The Company or

any such subsidiary may, before such expiry, enter into

a contract for the purchase of shares which would or

might be executed wholly or partly after such expiry

and may complete any such contract as if the authority

conferred hereby had not expired.”


“That, subject to the passing of resolution 8, for the

purposes of Section 1078 of the Companies Act 2014, the

reissue price range at which any treasury shares (as defined

by the said Section 1078) for the time being held by the

Company may be reissued off-market shall be as follows:-

(a) The maximum price at which a treasury share may be

reissued off-market shall be an amount equal to 120%

of the “appropriate price”; and

(b) the minimum price at which a treasury share may be re-

issued off-market shall be the nominal value of the share

where such a share is required to satisfy an obligation

under an employee share scheme (as defined in the

Listing Rules of The Irish Stock Exchange plc) operated

by the Company or, in all other cases, an amount equal

to 95% of the appropriate price.

For the purposes of this resolution the expression

“appropriate price” shall mean the average of the five

amounts resulting from determining whichever of the

following (i), (ii) or (iii) specified below in relation to shares

of the class of which such treasury share is to be reissued

shall be appropriate in respect of each of the five business

Notice of Annual General Meeting (continued)


days immediately preceding the day on which the treasury

share is reissued, as determined from information published

in the Irish Stock Exchange Daily Official List reporting the

business done in each of those five business days:-

(i) if there shall be more than one dealing reported for the

day, the average of the prices at which such dealings

took place; or

(ii) if there shall be only one dealing reported for the day,

the price at which such dealing took place; or

(iii) if there shall not be any dealing reported for the day,

the average of the high or low market guide prices for

the day; and if there shall be only a high (but not a low)

or a low (but not a high) market guide price reported,

or if there shall not be any market guide price reported,

for any particular day then that day shall not count

as one of the said five business days for the purposes

of determining the appropriate price. If the means of

providing the foregoing information as to dealings and

prices by reference to which the appropriate price is to

be determined is altered or is replaced by some other

means, then the appropriate price shall be determined

on the basis of the equivalent information published by

the relevant authority in relation to dealings on the Irish

Stock Exchange or its equivalent.

The authority hereby conferred shall expire at the close

of business on the day of the next AGM of the Company

or 29 July 2017, whichever is the earlier, unless previously

varied or renewed in accordance with the provisions of

Section 1078 of the Companies Act 2014.”

S Keenan

Secretary

29 North Anne Street, Dublin 7 14 March 2016



Notes

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and voting at the meeting should the member subsequently wish to do so. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Should you wish to appoint more than one proxy, please read carefully the explanatory notes accompanying the Form of Proxy.

2. As a member, you have several ways to exercise your right to vote:

(a) By attending the Annual General Meeting in person;

(b) By appointing (either electronically or by returning a completed Form of Proxy) the Chairman or another person as a proxy to vote on your behalf;

(c) By appointing a proxy via the CREST System if you hold your shares in CREST.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.

3. You may appoint the Chairman of the Company or another individual as your proxy. You may appoint a proxy by completing the enclosed Form of Proxy, making sure to sign and date the form at the bottom and return it to the Company’s Registrars, Computershare Services (Ireland) Limited. If you are appointing someone other than the Chairman as your proxy, then you must fill in the contact details of your representative at the meeting on the Form of Proxy. If you appoint the Chairman or another person as a proxy to vote on your behalf, please make sure to indicate how you wish your votes to be cast by ticking the relevant boxes on the Form of Proxy. Alternatively, a member may appoint a proxy or proxies electronically by logging on to the website of the registrars, Computershare Services (Ireland) Limited: at www.eproxyappointment.com. Shareholders will be asked to enter the Meeting Control Number along with their Shareholder Reference Number and PIN Number, all of which are printed on your Form of Proxy and agree to certain conditions.

4. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or a certified copy of such power or authority) must be lodged with the Company’s registrar, Computershare Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18 by not later than 11.00am on 27 April 2016.

5. The Company, pursuant to Section 1105 of the Companies Act 2014 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended), specifies that only those shareholders registered in the register of members of the Company as at close of business on 27 April 2016 (or in the case of an adjournment as at 48 hours before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting.

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to

take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited (“EUI”)’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Services (Ireland) Limited (ID 3RA50) by 11.00am on 27 April 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare Services (Ireland) Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended).

7. As of 14 March 2016 (being the latest practicable date prior to the publication of this notice), the outstanding share options issued by the Company would result in the issue of 11,550,000 new ordinary shares if such share options were to be exercised. Further the issue of all of these shares would represent approximately 3.4% of the enlarged equity or 3.8% if the Company were to exercise in full the proposed authority being sought in resolution 7 above to purchase its own shares.

8. In accordance with IA guidelines, the Board confirms in relation to Resolution 7 that (i) it intends that any use of the authority in excess of 5% of the Company’s issued ordinary share capital would be only in connection with an acquisition or specified capital investment; and (ii) it does not intend to issue shares for cash representing more than 7.5% of the Company’s issued ordinary share capital in any rolling three-year period to those who are not existing shareholders, save in connection with an acquisition or specified capital investment, without prior consultation with shareholders.

9. Biographical details for the directors standing for re-election at the AGM are set out in the Annual Report. Each of the directors has been subject to the evaluation process recommended by the UK Corporate Governance Code. On this basis, the Chairman and Board are pleased to recommend the re-election of those directors.

10. Copies of all documentation tabled before the AGM are available on the Company’s website. Should you not receive a Form of Proxy, or should you wish to be sent copies of these documents, you may request this by telephoning the Company’s registrar on (+353 1 216 3100) or by writing to the Company Secretary at the address set out above.


http://www.computershare.ie


Notes

Fyffes plc 29 North Anne Street Dublin 7, Ireland

Tel: 353 1 887 2700Fax: 353 1 887 2755 www.fyffes.com

fyffes plc annual report...

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