Moy Park (Bondco)

NOT FOR GENERAL DISTRIBUTION OFFERING MEMORANDUM IN THE UNITED STATES DATED MAY 1, 2015

Moy Park (Bondco) Plc £100,000,000 6.25% Senior Notes due 2021 (Irrevocably and unconditionally guaranteed by Moy Park Holdings (Europe) Limited and certain subsidiaries of Moy Park Holdings (Europe) Limited) ______

Moy Park (Bondco) Plc (the “Issuer”), a public limited company incorporated under the laws of Northern Ireland, is offering £100,000,000 aggregate principal amount of 6.25% senior notes due 2021 (the “Notes”). The Notes are being offered as a further issuance of the Issuer’s 6.25% Senior Notes due 2021, and will be consolidated with, and form a single series with, the £200,000,000 principal amount of the notes that were originally issued on May 29, 2014, which we refer to in this Offering Memorandum as the “Initial Notes.” Interest on the Notes will be payable semi-annually on each May 29 and November 29 beginning on May 29, 2015. The Notes will mature on May 29, 2021. Prior to May 29, 2017, we will be entitled at our option to redeem all or a portion of the Notes by paying a customary “make-whole” premium. At any time on or after May 29, 2017, we may redeem all or a portion of the Notes by paying a specific premium to you as set forth in this Offering Memorandum (the “Offering Memorandum”). On or before May 29, 2017, we may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings. We may redeem all, but not less than all, of the Notes in the event of certain developments affecting taxation. If we undergo a change of control or sell certain assets, we may be required to make an offer to purchase the Notes. The Notes will be senior obligations of the Issuer and will rank equally in right of payment with all other existing and unsubordinated future debt of the Issuer. The Notes will be guaranteed (the “Notes Guarantees” and each, a “Notes Guarantee”) on a senior basis by each of Moy Park Holdings (Europe) Limited (the “Company”) and Moy Park (Newco) Limited, Moy Park Limited and O’Kane Poultry Limited (the “Subsidiary Guarantors”, and each a “Subsidiary Guarantor” and, together with the Company, the “Guarantors”). The Notes Guarantee issued by each Guarantor will rank equally in right of payment with all senior obligations of the Guarantors. The Initial Notes are listed on the Official List of the Irish Stock Exchange and are admitted for trading on the Global Exchange Market thereof. We have made an application for listing particulars to be approved by the Irish Stock Exchange in order to admit the Notes to listing on the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market thereof. This Offering Memorandum constitutes “Listing Particulars” for such application, but does not constitute a Prospectus for the purposes of the Prospectus Directive (as defined herein). There is no assurance that the Notes will be listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 21. ______Offering price for the Notes: 98.501% plus accrued interest from November 29, 2014. ______Purchasers of new notes will be required to pay accrued interest totalling £23.96, per £1,000 principal amount of new notes, from and including November 29, 2014 up to (but excluding) April 17, 2015, the date we expect to deliver the new notes. Delivery of the Notes in book-entry form through a common depositary of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) is expected to be made on or about April 17, 2015 (the “Issue Date”). The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the securities laws of any other jurisdiction. The Notes are being offered and sold inside the United States only to qualified institutional buyers (“QIBs”) in reliance on the exemption from registration provided by Rule 144A of the U.S. Securities Act (“Rule 144A”) and outside the United States in offshore transactions in reliance on Regulation S of the U.S. Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes may be relying on the exemption from Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes, see “Plan of Distribution” and “Transfer Restrictions.” ______Joint Global Coordinators and Bookrunners Deutsche Bank Goldman Sachs International HSBC

You should rely only on the information contained in this Offering Memorandum. Neither the Issuer, the Guarantors nor any of Deutsche Bank AG, London Branch, Goldman Sachs International and HSBC Bank plc (together, the “Initial Purchasers”) have authorised anyone to provide prospective investors with different information, and you should not rely on any such information. None of the Issuer, the Guarantors and the Initial Purchasers is making an offer of the Notes in any jurisdiction where this offer is not permitted. You should not assume that the information contained in this Offering Memorandum is accurate as of any date other than the date on the front of this Offering Memorandum.

TABLE OF CONTENTS Page OFFERING SUMMARY ...... 1 THE OFFERING ...... 9 RISK FACTORS ...... 21 USE OF PROCEEDS ...... 45 CAPITALISATION ...... 46 SELECTED HISTORICAL FINANCIAL DATA ...... 47 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...... 50 INDUSTRY OVERVIEW ...... 69 BUSINESS ...... 74 MANAGEMENT ...... 96 PRINCIPAL SHAREHOLDERS ...... 101 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...... 102 DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ...... 103 DESCRIPTION OF THE NOTES ...... 107 BOOK-ENTRY, DELIVERY AND FORM...... 156 TAX CONSIDERATIONS ...... 160 PLAN OF DISTRIBUTION ...... 167 TRANSFER RESTRICTIONS ...... 169 LEGAL MATTERS ...... 172 INDEPENDENT AUDITORS ...... 173 ENFORCEMENT OF CIVIL LIABILITIES ...... 174 CERTAIN INSOLVENCY CONSIDERATIONS AND LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE NOTES GUARANTEES ...... 176 AVAILABLE INFORMATION ...... 180 LISTING AND GENERAL INFORMATION ...... 181 INDEX TO HISTORICAL FINANCIAL INFORMATION ...... F-1 ______Moy Park (Bondco) Plc is a public limited company incorporated under the laws of Northern Ireland and an indirect subsidiary of Moy Park Holdings (Europe) Limited, which in turn is a private company incorporated under the laws of Northern Ireland and a wholly-owned subsidiary of Marfrig Holdings (Europe) B.V. Marfrig Holdings (Europe) B.V. is a private limited liability company incorporated under the laws of the Netherlands and is a wholly-owned subsidiary of Marfrig Global Foods S.A., a Brazilian publicly held corporation. In this Offering Memorandum, “Issuer” refers only to Moy Park (Bondco) Plc and not any of its subsidiaries. In this Offering Memorandum, “Moy Park,” “Group,” “the Company,” “we,” “us” and “our” refer to Moy Park Holdings (Europe) Limited and its consolidated subsidiaries, including the Issuer, unless the context makes clear that it refers to Moy Park Holdings (Europe) Limited only. Our registered office is located at 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom. Our telephone

i number is +44(0)28 3835 2233 and our website is http://www.moypark.com. The information contained on our website is not part of this Offering Memorandum.

IMPORTANT INFORMATION

In making an investment decision regarding the Notes offered by this Offering Memorandum, you must rely on your own examination of our business and the terms of this offering (the “Offering”), including the merits and risks involved. The Offering is being made on the basis of this Offering Memorandum only. Any decision to purchase Notes in the Offering must be based on the information contained in this Offering Memorandum. Neither the Issuer, the Guarantors nor the Initial Purchasers have authorised anyone to provide you with additional or different information. You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You should consult your own counsel, accountants and other advisers as to legal, tax, business, financial and related aspects of a purchase of the Notes. You are responsible for making your own examination of our business and your own assessment of the merits and risks of investing in the Notes. None of the Issuer, the Guarantors or the Initial Purchasers is making any representation to you regarding the legality of an investment in the Notes by you under appropriate legal investment or similar laws. The information contained in this Offering Memorandum has been furnished by us and other sources we believe to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers or their respective directors, affiliates, advisers and agents as to the accuracy or completeness of any of the information set out in this Offering Memorandum, and nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers or their respective directors, affiliates, advisers and agents, whether as to the past or the future. By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial Purchasers or their respective directors, affiliates, advisers and agents in connection with your investigation of the accuracy of this information or your decision whether to invest in the Notes. Summaries of documents contained in this Offering Memorandum may not be complete. We will make copies of certain actual documents available to you upon request. See “Available Information.” None of the Issuer, the Guarantors and the Initial Purchasers represents that the information in this Offering Memorandum is complete. All summaries of the documents contained herein are qualified in their entirety by this reference. You agree to the foregoing by accepting the Offering Memorandum. No person is authorised in connection with any offering made by this Offering Memorandum to give any information or to make any representation not contained in this Offering Memorandum and, if given or made, any other information or representation must not be relied upon as having been authorised by the Issuer, the Guarantors or the Initial Purchasers. The information contained in this Offering Memorandum is accurate as of the date hereof. Neither the delivery of this Offering Memorandum at any time nor any subsequent commitment to purchase the Notes shall, under any circumstances, create any implication that there has been no change in the information set forth in this Offering Memorandum or in the business of the Issuer or the Guarantors since the date of this Offering Memorandum. We have made all reasonable inquiries and confirmed to the best of our knowledge, information and belief that the information contained in this Offering Memorandum with regard to us and our affiliates, and the Notes, is true and accurate in all material respects, that the opinions and intentions expressed in this Offering Memorandum are honestly held, and that we are not aware of any other facts the omission of which would make this Offering Memorandum or any statement contained herein misleading in any material respect. The Issuer reserves the right to withdraw this Offering at any time. The Issuer is making this Offering subject to the terms described in this Offering Memorandum and the purchase agreement relating to the Notes (the “Purchase Agreement”). The Issuer and the Initial Purchasers each reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective investor less than the full amount of the Notes sought by such investor. The Initial Purchasers and certain of their related entities may acquire, for their own accounts, a portion of the Notes.

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The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act and applicable securities laws. You should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. See “Plan of Distribution” and “Transfer Restrictions.” The distribution of this Offering Memorandum and the offer and sale of the Notes are restricted by law in some jurisdictions. This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation. Each prospective offeree or purchaser of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Offering Memorandum, and must obtain any consent, approval or permission required under any regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither the Issuer nor the Initial Purchasers shall have any responsibility therefor. See “—Notice to Prospective Investors,” “—Notice to Prospective Investors—European Economic Area,” “Plan of Distribution” and “Transfer Restrictions.” The Issuer and the Guarantors have prepared this Offering Memorandum solely for use in connection with the offer of the Notes and the Notes Guarantees to QIBs under Rule 144A under the U.S. Securities Act and outside the United States under Regulation S under the U.S. Securities Act. You may not distribute this Offering Memorandum to any person, other than a person retained to advise you in connection with the purchase of the Notes. This Offering Memorandum does not offer to sell or ask for offers to buy any Notes in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the Notes. The Issuer is offering the Notes, and the Guarantors are issuing the Notes Guarantees, in reliance on an exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public offering. If you purchase the Notes, you will be deemed to have made certain acknowledgements, representations and warranties as detailed under “Transfer Restrictions.” You may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither the Issuer, the Guarantors nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. None of the Issuer, the Guarantors or the Initial Purchasers makes any representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. To the fullest extent permitted by law, none of the Initial Purchasers accepts any responsibility for the contents of this document or for any other statement, made or purported to be made by the Initial Purchasers or on their behalf in connection with the Issuer, the Guarantors or the issue and offering of the Notes. The Initial Purchasers accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. Neither this document nor any other financial statements or information supplied in connection with the Notes is intended to provide the basis of any credit or other evaluation or should be considered as a recommendation by any of the Issuer, the Guarantors or the Initial Purchasers that any recipient of this document or any other financial statements or information supplied in connection with the Notes should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this document or in any other financial statements or information supplied in connection with the Notes and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Initial Purchasers undertakes to review the financial condition or affairs of any of the Issuer or the Guarantors during the life of the arrangements contemplated by this document nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Initial Purchasers.

Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither the Issuer, the Guarantors nor the Initial Purchasers shall have any responsibility therefor. Neither the U.S. Securities and Exchange Commission (the “SEC”), any U.S. state securities commission nor any non-U.S. securities authority nor other authority has approved or disapproved of the Notes or determined if this Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal offence. The Issuer intends to list the Notes on the Official List of the Irish Stock Exchange for trading on the Global Exchange Market, and has submitted the Offering Memorandum to the competent authorities in connection with the listing application. In the course of any review by the competent authority, the Issuer may be requested to make changes to the financial and other information included in this Offering Memorandum. Comments by the competent authority may require significant modification or reformulation of information contained in this Offering Memorandum or may require the inclusion of additional information, including financial information in respect of the Guarantors. The Issuer may also be required to update the information in this Offering Memorandum to reflect changes in our business, financial condition or results of operations and prospects. We cannot guarantee that our application to the Irish Stock Exchange for the Notes to be admitted to trading on the Global Exchange Market thereof will be approved as of the settlement date for the Notes or at any time thereafter, and settlement of the Notes is not conditioned on obtaining this admission to trading. The information contained under the caption “—Exchange Rate and Currency Information” includes extracts from information and data publicly released by official and other sources. Each of the Issuer and the Guarantors accepts responsibility for accurately reproducing the information concerning exchange rate information and confirms that it has been accurately reproduced, and as far as the Issuer and Guarantor are aware and are able to ascertain, no facts have been omitted which would render such reproduced information inaccurate or misleading. Neither the Issuer nor the Guarantors accepts any further responsibility in respect of such information. The information set out in those sections of this Offering Memorandum describing clearing and settlement, including the section entitled “Book-Entry, Delivery and Form,” is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. Investors wishing to use these clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures. None of the Issuer or the Guarantors will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, book-entry interests held through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating to such book-entry interests. Investing in the Notes involves risks. See “Risk Factors” beginning on page 21.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN

EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

STABILISATION

IN CONNECTION WITH THE ISSUANCE OF THE NOTES, GOLDMAN SACHS INTERNATIONAL (THE “STABILISING MANAGER”) (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

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NOTICE TO PROSPECTIVE INVESTORS

This Offering is being made in the United States in reliance upon an exemption from registration under the U.S. Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will be deemed to have made certain acknowledgements, representations and agreements. See “Transfer Restrictions.” This Offering Memorandum is being provided (1) to a limited number of United States investors that the Issuer reasonably believes to be “qualified institutional buyers” under Rule 144A for informational use solely in connection with their consideration of the purchase of the Notes and (2) to investors outside the United States in connection with offshore transactions complying with Rule 903 or Rule 904 of Regulation S. The Notes described in this Offering Memorandum have not been registered with, recommended by or approved by the SEC, any state securities commission in the United States or any other securities commission or regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities commission or authority passed upon the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Initial Purchaser has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of Notes which are the subject of the Offering contemplated by this Offering Memorandum to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Initial Purchasers nominated by the Issuer for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Issuer or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. The EEA selling restriction is in addition to any other selling restrictions set out below. We and the Initial Purchasers are not making any representation to any purchaser of the Notes regarding the legality of an investment in the Notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any information in this Offering Memorandum to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes.

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United Kingdom This Offering Memorandum is being distributed only to and is directed only at persons (i) who are outside the United Kingdom, (ii) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) who are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or (iv) to whom an invitation or inducement to engage in investment activity may be communicated without a breach of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as “relevant persons”). The Notes are available only to, and any invitation, offer or agreement to purchase or acquire such Notes will be engaged only with, relevant persons. Any person who is not a relevant person should not act or rely on this Offering Memorandum or any of its contents.

FORWARD-LOOKING STATEMENTS

This Offering Memorandum includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this Offering Memorandum, including, without limitation, those regarding our intentions, beliefs or current expectations concerning, among other things, our future financial conditions and performance, results of operations and liquidity; our strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in which we participate or are seeking to participate; and anticipated regulatory changes in the industry in which we operate. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “should” or “will” or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual financial condition, results of operations and cash flows, and the development of the industry in which we operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward- looking statements contained in this Offering Memorandum. In addition, even if our financial condition, results of operations and cash flows, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Offering Memorandum, those results or developments may not be indicative of results or developments in subsequent periods. Important risks, uncertainties and other factors that could cause these differences include, but are not limited to the following:

 fluctuations in the price levels of poultry and beef products;

 fluctuations in the price and availability of ingredients used in animal feed grains, other food ingredients, packaging and freight;

 the loss of one or more major customers;

 uncertainty in the terms of contracts with our key customers;

 our ability to effectively compete with British and foreign companies in our highly competitive industry;

 outbreak of disease among or attributed to poultry, beef and other products;

 issues of health risks, spoilage, product tampering, product liability and product recalls, misbranding, fraud and other adulteration of food products;

 damage to our image or reputation, our industry or our customers, which could adversely affect the sales of our products;

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 our ability to implement our business strategy;

 our ability to manage seasonal fluctuations in our revenue and operating results;

 increased competition from grocery retailers producing products in-house;

 risks associated with our international operations and international sales;

 failure to comply with current or existing government legislation, regulations, permitting and licensing requirements, as well as non-governmental certification programmes, including in the areas of food safety, environmental protection and employee health and safety;

 our ability to maintain labour availability and to prevent labour disputes, work stoppages and disruptions;

 deterioration of economic conditions impacting our business;

 our ability to repair or replace the loss of a major manufacturing or processing facility;

 increased transportation prices or disrupted transportation services for products;

 our material dependence on key suppliers for our poultry breeding programme;

 the loss of certain of our senior management or key executives;

 the impact of liabilities not covered by our insurance;

 uncertainties about the effects of acquisitions and the risk that expected synergies and cost savings from acquisitions may not be fully realised, or that any other anticipated benefits from acquisitions may not be achieved;

 failure of our information systems or software;

 scrutiny by occupational health and safety, competition, antitrust and other authorities in relation to our expansion;

 the impact of climate change and climate change regulations;

 the outcome of any litigation or threatened litigation;

 our ability to successfully defend our intellectual property rights; and

 other factors discussed in more detail in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

The foregoing factors and others described under “Risk Factors” should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We urge you to read this Offering Memorandum, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” for a more complete discussion of the factors that could affect our future performance and the industry in which we operate. Any forward-looking statements are only made as at the date of this Offering Memorandum and, except as required by law or the rules and regulations of any stock exchange on which the Notes are listed, we undertake no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to ourselves or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Offering Memorandum, including those set forth under “Risk Factors.”

MARKET AND INDUSTRY DATA

In this Offering Memorandum, we rely on and refer to information regarding our business and the markets in which we operate and compete. The market data and certain economic and industry data and forecasts used in this Offering Memorandum were obtained from publicly available information and independent industry publications, including the U.K. Department for Environment, Food and Rural Affairs (“DEFRA”), Kantar Worldpanel, the British Poultry Council, the U.K. Agricultural and Horticultural Development Board, Euromonitor International (“Euromonitor”) and the European Commission. In addition to the foregoing, certain information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to our business and in certain cases, to those of our competitors, contained in this Offering Memorandum are based on estimates prepared by ourselves based on certain assumptions and our knowledge of the industry in which we operate. Industry publications and forecasts generally state that the information they contain have been obtained from sources believed to be reliable, but neither we nor the Initial Purchasers can guarantee the accuracy and completeness of such information as we have not independently verified such data. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organisations) to validate market-related analyses and estimates, requiring us to rely on our own internally developed estimates regarding the food industry, our position in the industry, our market share and the market shares of various industry participants based on our experience, its own investigation of market conditions and its review of industry publications, including information made available to the public by our competitors. We cannot assure you of the accuracy and completeness of, and take no responsibility for, such data. Similarly, while we believe that our internal estimates are reasonable, these estimates have not been verified by any independent sources and we cannot assure you as to their accuracy or the accuracy of the underlying assumptions used to estimate such data. While there is no industry standard measure for the food industry categories in which we operate, nor is there third-party data analysing suppliers’ market share of supermarket own brand or QSR products, based on our own market research as well as certain privately commissioned studies, we have made certain determinations in respect of our approximate market share in a number of countries in which we operate. As the market information included in this Offering Memorandum is from several regions, these judgments will not necessarily be consistent. Estimates involve risks and uncertainties and are subject to change based on various factors.

PRESENTATION OF FINANCIAL DATA AND NON-IFRS MEASURES

Historical Financial Information

The Company and the Issuer The Issuer was established on May 14, 2014. The Company was established on August 29, 2008, and is the indirect parent company of the Issuer.

Historical Financial Information of the Company and its Subsidiaries and Certain Affiliates Unless otherwise indicated, the financial information presented in this Offering Memorandum is the consolidated historical financial information for the year ended December 31, 2014 or the combined historical financial information for the years ended December 31, 2011, 2012 and 2013 (the “Historical Financial Information”) of the Company and its subsidiaries and certain affiliates (the “Group”). The Group, on which the Historical Financial Information has been prepared, was formed as follows. In November 2008, Marfrig Alimentos S.A., now Marfrig Global Foods S.A., formed the Company to acquire Moy Park Limited and its subsidiaries. On April 1, 2014, McKey HOLDCO S.A.R.L., McKey Food Service Sarl and Keystone Manufacturing Ireland Limited, referred to herein as the Keystone Assets, were transferred to Moy Park Limited, a wholly-owned subsidiary of the Company, for total consideration of €45 million (£37.5 million). The Company previously assumed managerial control of the Keystone Assets during the second quarter of 2013 and they have been under common control of Marfrig for the last three years. The results and assets of the Keystone Assets have been included within the Combined Historical Financial Information with the exception of transactions and balances within McKey HOLDCO S.A.R.L. relating to a distribution business which it disposed of during 2012 which has been excluded from the Historical Financial Information. Combined Historical Financial Information for the three years ended December 31, 2011, 2012 and 2013

The Combined Historical Financial Information presents the financial track record of the Group for the three years ended December 31, 2013. The Combined Historical Financial Information has been prepared on a basis that combines the results, assets and liabilities of the Company and its subsidiaries and certain affiliates by applying the principles underlying the consolidation procedures of IFRS 10. IFRS does not provide for the preparation of combined financial information, and accordingly, in preparing the Combined Historical Financial Information, certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to Standards for Investment Reporting (“SIR”) 2000 “Standards for Investment Reporting applicable to public reporting engagements on historical financial information” issued by the U.K. Auditing Practices Board have been applied. The Combined Historical Financial Information for the years ended December 31, 2011, 2012 and 2013 contained in the Offering Memorandum includes the audited combined historical financial information of the Company and its subsidiaries and certain affiliates as of and for the years ended December 31, 2011, 2012 and 2013. The combined historical financial information of the Company and its subsidiaries and certain affiliates as at and for the years ended December 31, 2011, 2012 and 2013 have been audited by BDO, the Company’s independent auditors (as defined in this Offering Memorandum) as stated in their SIR 2000 report appearing herein. Consolidated Historical Financial Information for the year ended December 31, 2014 The Group acquired the Keystone assets on April 1, 2014 and accordingly the historical financial information for the year ended December 31, 2014 has been prepared on a consolidated basis.

The financial reporting framework that has been applied in the preparation of the Consolidated Historical Financial Information for the year ended December 31, 2014 is International Financial Reporting Standards (IFRSs) as adopted by the European Union. The consolidated historical financial statements for the year ended December 31, 2014 includes comparative figures for the year ended December 31, 2013, prepared under International Financial Reporting Standards (IFRSs) as adopted by the European Union. The comparatives as at December 31, 2013 have accordingly been reclassified to reflect the equity of the Group as if the current Group structure had always been in place throughout the periods presented in the consolidated financial statements due to the Group reorganisation being of entities under common control of Marfrig. Such reclassification reflects a change from ‘invested capital’ to ‘equity’ reflecting share capital, share premium, retained earnings and other reserves. Except for the reclassification of equity, the comparative figures within the income statement, statement of total comprehensive income, balance sheet and cash flow statement are unchanged from those reported within the combined historical financial information for the year ended December 31, 2013. Within the notes to the consolidated historical financial statements for the year ended December 31, 2014, Note 5 Employees & Directors, Note 6 Expenses by Nature and Note 16 Trade Receivables have been updated for presentational purposes so as to be consistent with the presentation adopted in the year ended December 31, 2014. The Consolidated Historical Financial Statements contained in the Offering Memorandum includes the audited consolidated financial information of the Company and its subsidiaries as of and for the year ended December 31, 2014. The consolidated historical financial information of the Company and its subsidiaries as at and for the year ended December 31, 2014 have been audited by BDO, the Company’s independent auditors (as defined in this Offering Memorandum) as stated in their report appearing herein.

Non-IFRS Measures The financial information included in this Offering Memorandum includes some measures which are not accounting measures within the scope of IFRS which we use to assess the financial performance of our businesses. These measures include, among others, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Third-party Debt, Net Third-party Debt, Cash Conversion Rate, Capital Expenditure and Free Cash Flow. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Third-party Debt, Net Third-party Debt, Cash Conversion Rate, Capital Expenditure, Free Cash Flow and similar measures are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. Each of these non-IFRS measures are defined under “Certain Definitions.” You should exercise caution in comparing these measures as reported by us to similar measures used by other companies. EBITDA as presented here differs from the definition of “Consolidated EBITDA” contained in the Indenture governing the Notes. Furthermore, you should not consider any of EBITDA, Adjusted EBITDA or Adjusted EBITDA Margin as an alternative to (a) operating income or net profit/loss for the period (as determined in accordance with IFRS) as a measure of our operating performance, (b) cash flows from operating, investing and financing activities as a measure of our ability to meet our cash needs or (c) any other measures of performance or liquidity under IFRS. Each of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin has limitations as an analytical tool, and you should not consider either in isolation, or as a substitute for an analysis of our results as reported under IFRS. Some of these limitations are:

 they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

 they do not reflect changes in, or cash requirements for, our working capital needs;

 they do not reflect the interest expense, or the cash requirements necessary, to service interest or principal payments, on our debts;

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 although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised will often need to be replaced in the future and EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements that would be required for such replacements;

 some of the exceptional items that we eliminate in calculating Adjusted EBITDA and Adjusted EBITDA Margin reflect cash payments that were made, or will in the future be made; and

 the fact that other companies in our industry may calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, which limits its usefulness as a comparative measure.

Certain amounts and percentages included in this Offering Memorandum have been rounded. Accordingly, in certain instances, the sum of the numbers in a column of a table may not exactly equal the total figure for that column.

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EXCHANGE RATE AND CURRENCY INFORMATION

Unless otherwise indicated, references in this Offering Memorandum to “£,” “pounds sterling,” or “pounds” are to the lawful currency of the United Kingdom, references to “U.S. dollars,” “dollars,” “U.S.$” or “$” are to the lawful currency of the United States of America and references to “euro” are to the lawful currency of the member states of the European Union that have adopted and retained a common single currency through monetary union in accordance with European Union treaty law, as amended from time to time. The following table sets forth, for the periods set forth below, the high, low, average and period-end Bloomberg Composite Rate expressed as U.S. dollars per £1.00. The Bloomberg Composite Rate is a “best market” calculation, in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate. The rates may differ from the actual rates used in the preparation of the historical financial information and other financial information appearing in this Offering Memorandum. None of the Issuer, the Guarantors or the Initial Purchasers represents that the U.S. dollar amounts referred to below could be or could have been converted into pounds sterling at any particular rate indicated or any other rate. The average rate for a year means the average of the Bloomberg Composite Rates on the last business day of each month during a year. The average rate for a month, or for any shorter period, means the average of the Bloomberg Composite Rates on each business day during that month, or shorter period, as the case may be. The Bloomberg Composite Rate on April 8, 2015 was $1.4866 per £1.00.

U.S. dollar per £1.00 Year High Low Average(1) Period end 2010 ...... 1.6377 1.4324 1.5457 1.5591 2011 ...... 1.6694 1.5390 1.6039 1.5509 2012 ...... 1.6276 1.5295 1.5850 1.6242 2013 ...... 1.6566 1.4858 1.5648 1.6566 2014 ...... 1.7165 1.5515 1.6474 1.5581 2015 (through April 8, 2015) ...... 1.5586 1.4744 1.5123 1.4866

Month High Low Average(2) Period end October 2014 ...... 1.6188 1.5922 1.6067 1.5994 November 2014 ...... 1.5992 1.5623 1.5770 1.5623 December 2014 ...... 1.5754 1.5515 1.5634 1.5581 January 2015 ...... 1.5579 1.5018 1.5159 1.5020 February 2015 ...... 1.5509 1.5027 1.5332 1.5440 March 2015 ...... 1.5366 1.4744 1.5013 1.4924 April 2015 (through April 8, 2015) ...... 1.4920 1.4808 1.4854 1.4866

Notes: (1) The average of the exchange rates on the last business day of each month during the relevant period. (2) The average of the exchange rates on each business day during the relevant period.

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CERTAIN DEFINITIONS

In this Offering Memorandum, unless the context otherwise requires:

 “Adjusted EBITDA” refers to EBITDA adding back any exceptional costs;

 “Adjusted EBITDA Margin” refers to Adjusted EBITDA for the period divided by revenue for that period;

 “Aldi” refers to ALDI Einkauf GmbH & Compagnie, oHG, operated by ALDI Süd GmbH in the U.K. and Ireland;

 “Asda” refers to Asda Stores Limited;

 “Audit” and “audited” refers to work performed by BDO Northern Ireland in accordance with the Standards for Investment Reporting, known as SIR 2000, issued by the Auditing Practices Board in the United Kingdom in relation to the Historic Combined Financial Information presented as of and for the three years ended December 31, 2013 and to audits performed under International Standards on Auditing (UK and Ireland) as issued by the Auditing Practices Board in the United Kingdom as of and for the year ended December 31, 2014;

 “BDO” refers to BDO Northern Ireland;

 “Burger King” refers to Burger King Worldwide, Inc., operated by Burger King Europe GmbH in the U.K. and Ireland;

 “Capital Expenditure” refers to purchase of property, plant, and equipment and purchase of intangible assets;

 “Carrefour” refers to Carrefour S.A.;

 “Cash Conversion Rate” refers to the ratio of Free Cash Flow to Adjusted EBITDA;

 “Centra” refers to Centra, a retail brand of Musgrave Retail Partners Ireland, a division of The Musgrave Group;

 “Changes in Working Capital” refers to the sum of movements in inventory, movements in trade and other receivables and movements in trade and other payables;

 “Continental Europe” refers to the countries of the continent of Europe excluding the U.K. and Ireland;

 “Company” refers to Moy Park Holdings (Europe) Limited;

 “The Cooperative” refers to The Cooperative Food, a division of The Cooperative Group;

 “Dunnes Stores” refers to Dunnes Stores Limited;

 “EBITDA” refers to Group operating profit after exceptional items, before depreciation, amortisation of intangible assets and amortisation of biological assets;

 “EU” refers to the European Union;

 “Free Cash Flow” refers to Adjusted EBITDA less Capital Expenditure less Changes in Working Capital less purchases of biological bearer assets;

 “The Group” refers to the Company and its subsidiaries and certain affiliates;

 “Group Loans” refers to loans received by the Group from other Marfrig Group companies outside the Moy Park Group;

 “Guarantors” refers to the Company and the Subsidiary Guarantors;

 “Iceland Foods” refers to Iceland Foods Limited;

 “Indenture” refers to the indenture dated May 29, 2014 by and among, inter alia, the Issuer, the Guarantors and the Trustee;

 “Initial Notes” refers to the £200.0 million aggregate principal amount of 6.25% senior notes due 2021 issued on May 29, 2014 under the Indenture;

 “Initial Proceeds Loan” refers to the loan extended under the Initial Proceeds Loan Agreement;

 “Initial Proceeds Loan Agreement” refers to the loan agreement entered into shortly after the issuance of the Initial Notes between the Issuer, as lender, and Moy Park (Newco) Limited, as borrower, pursuant to which the Issuer lent the proceeds of the offering of the Initial Notes to Moy Park (Newco) Limited;

 “Initial Purchasers” refers to Deutsche Bank AG, London Branch, Goldman Sachs International and HSBC Bank plc;

 “Ireland” refers to the Republic of Ireland;

 “Issuer” refers to Moy Park (Bondco) Plc;

 “Keystone Assets” refers to Keystone Manufacturing Ireland, McKey HOLDCO S.A.R.L. and McKey Food Services;

 “KFC” refers to KFC Corporation (more commonly known as Kentucky Fried Chicken), operated by Yum! Restaurants International in the U.K. and Ireland;

 “Lidl” refers to Lidl Stiftung & Co. KG;

 “Marfrig” refers to Marfrig Global Foods S.A., the indirect corporate parent of the Company;

 “Marfrig Group” refers to Marfrig Global Foods S.A. and its direct and indirect subsidiaries;

 “Marfrig Holdings” refers to Marfrig Holdings (Europe) B.V., the Company’s immediate parent and 100.0% shareholder;

 “Marks & Spencer” refers to Marks and Spencer plc;

 “McDonald’s” refers to McDonald’s Corporation;

 “Morrisons” refers to Wm. Morrison Supermarkets plc;

 “Moy Park,” “Moy Park Group,” “we,” “us,” and “our” refer to the Company and, as the context requires, its subsidiaries and certain affiliates;

 “Nando’s” refers to Nando’s Group Holdings Limited;

 “Net Third-party Debt” refers to Third-party Debt less cash and cash equivalents;

 “Notes” refers to the £100.0 million aggregate principal amount of 6.25% senior notes due 2021 offered hereby;

 “Notes Guarantees” refers to the joint and several senior notes guarantees provided by the Guarantors pursuant to the Indenture;

 “Offering” refers to this offering of the Notes;

 “Offering Memorandum” refers to this offering memorandum;

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 “Pizza Hut” refers to Pizza Hut, Inc., operated by Yum! Restaurants International in the U.K. and Ireland;

 “Proceeds Loan” refers to the loan to be extended under the Proceeds Loan Agreement;

 “Proceeds Loan Agreement” refers to the loan agreement to be entered into on the Issue Date between the Issuer, as lender, and Moy Park (Newco) Limited, as borrower, pursuant to which the Issuer will loan the proceeds of the Offering to Moy Park (Newco) Limited to use the Offering as described under “Use of Proceeds”;

 “Purchase Agreement” refers to the purchase agreement relating to the Notes among, inter alia, the Issuer, the Guarantors and the Initial Purchasers;

 “Quick” refers to Quick Restaurants SA/NV;

 “QSRs” refers to quick service restaurants, which are, in general, chains of self-service or counter- service restaurants (including, but not limited to, fast food outlets) that typically offer a limited menu of pre-prepared food items which can be ordered for sit-down or takeaway dining;

 “Receivables Financing Agreement” refers to the agreement, as amended, modified and supplemented from time to time, applicable to our Receivables Financing Facility, as described under “Description of Certain Financing Arrangements—Financing Agreements—Receivables Financing Agreement”;

 “Receivables Financing Facility” refers to £45 million in aggregate principal amount of off-balance sheet arrangement, which was entered into by Moy Park Limited and Barclays Bank PLC on March 8, 2013 and which is used for general corporate purposes from time to time;

 “Revolving Credit Facility” refers to the £20.0 million revolving credit facility which was entered into by the Issuer and Barclays, as lender, on March 19, 2015, as described under “Description of Certain Financing Arrangements—Financing Agreements—Revolving Credit Facility;”

 “Sainsbury’s” refers to Sainsbury’s Supermarkets Limited;

 “SEC” refers to the U.S. Securities and Exchange Commission;

 “Stabilising Manager” refers to Goldman Sachs International;

 “Subsidiary Guarantors” refers to O’Kane Poultry Limited, Moy Park (Newco) Limited and Moy Park Limited;

 “SuperValu” refers to SuperValu, a convenience store chain operated in the U.K. and Ireland by Musgrave Retail Partners Ireland, a division of The Musgrave Group;

 “Tesco” refers to Tesco plc;

 “Third-party Debt” refers to bank borrowings (current and non-current) and finance lease liabilities (current and non-current), but excludes Group Loans;

 “Trustee” refers to The Bank of New York Mellon;

 “Transactions” refers, collectively, to the issuance of the Notes and the application of the proceeds therefrom as described under the caption “Use of Proceeds”;

 “U.K.” and “United Kingdom” refer to the United Kingdom of Great Britain and Northern Ireland;

 “U.S.” and “United States” refer to the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

 “U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;

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 “U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended; and

 “Waitrose” refers to Waitrose Limited, a wholly-owned subsidiary of the John Lewis Partnership.

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OFFERING SUMMARY

This summary highlights selected information about ourselves and this Offering. The following summary is not complete and does not contain all the information you should consider before investing in the Notes. The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information included elsewhere in this Offering Memorandum. Before making an investment decision, you should read this entire Offering Memorandum carefully, including the historical financial information and the notes thereto included elsewhere in this Offering Memorandum and the other financial information contained in this Offering Memorandum, as well as the risks described under “Risk Factors.” Certain defined terms used herein are defined elsewhere in this Offering Memorandum.

Business Overview

We are a leading and highly regarded U.K. food company, providing fresh, high quality and locally farmed poultry and convenience food products. We have operated in the U.K. and Ireland retail market for over 50 years and deliver a range of fresh, ready-to-cook, coated and ready-to-eat poultry products to major retailers and large foodservice customers throughout the U.K., Ireland and Continental Europe. Our retail customers include each of the 10 largest supermarkets in the U.K., such as Tesco, Sainsbury’s, Waitrose, Morrisons, Aldi and Lidl, as well as major retailers in Continental Europe, including Carrefour and Picard. We also produce poultry products, beef patties, bakery items and vegetarian products for delivery primarily to quick service restaurants, or QSRs, across Continental Europe, the U.K. and Ireland, including McDonald’s, KFC and Quick. As of December 31, 2014, we employed approximately 12,000 full-time equivalent staff, and for the year ended December 31, 2014, we processed an average of 4.5 million birds per week, produced 565,000 tons of products and generated revenue of £1.4 billion and Adjusted EBITDA of £107.9 million. We have a vertically integrated poultry production platform which is comprised of farms (contract, owned, under poultry rearing agreements or under tenancy), hatcheries, feed mills, production plants and processing plants which give us significant control of poultry rearing and processing, beginning with grandparent stock through to the broilers from which the majority of our products are produced. We have agricultural operations primarily based in Northern Ireland and England, where we maintain long-term relationships with over 750 farmers, which form an integral part of our supply chain. We not only own and operate farms but also operate seven hatcheries, three feed milling plants, and four primary processing plants. We also operate 10 further processing plants across the U.K., Ireland, France and the Netherlands, from which our products are shipped for distribution to our customers. The control provided by our vertically integrated poultry production platform contributes to the traceability and high quality of our products, and allows us to adapt quickly to fluctuations in demand. In the U.K. poultry market, we estimate we held a 26% market share of U.K.-sourced fresh poultry, a 50% market share of U.K. fresh coated poultry products and a 42% market share of U.K. fresh ready-to-eat poultry products, in each case based on production over the year ended December 31, 2014. In the Continental European foodservice market, we supply products to QSRs, including McDonald’s, with whom we enjoy a longstanding relationship and to whom we are a major supplier of beef and chicken for its operations in France and fruit pies for its operations across Continental Europe. We also supply chicken to McDonald’s for use in its U.K. operations. In terms of product mix, in the year ended December 31, 2014, we derived 49.8% of our revenue from fresh poultry and 50.2% of our revenue from convenience foods such as ready-to-cook, coated and ready-to- eat products. In terms of channel mix, over the same period, we derived 62.1% of our revenue from the retail market, 27.7% from the foodservice market, and the remaining 10.2% from our other markets which include sales to agricultural customers and sales of poultry on the international traded market.

Our business operates across two segments: “U.K. and Ireland” and “Europe.”

 The U.K. and Ireland segment provides fresh poultry (including chicken and turkey), ready-to- cook poultry, coated and ready-to-eat poultry products, as well as agricultural products (including hatching eggs and day-old chicks) to retail, foodservice and other customers in the U.K. and Ireland. Our U.K. and Ireland segment represented 77.6% of our revenue for the year ended December 31, 2014, with U.K. and Ireland sales of fresh poultry and agricultural products representing 63.9% of our segment revenue and U.K. and Ireland sales of convenience food product lines representing 36.1% of our segment revenue. For the year ended December 31, 2014, 74.4% of the U.K. and Ireland segment revenue was derived from sales to retail customers, 13.1% was derived from other customers and 12.5% was derived from sales to foodservice customers. Other customers include agricultural customers, customers in the international traded poultry market and purchasers of poultry by-products.

 The Europe segment provides processed poultry, processed meat (including beef patties) and complementary products, such as fruit pies and bakery products, to customers in the foodservice and retail markets in Continental Europe. The Europe segment represented 22.4% of our revenue for the year ended December 31, 2014, with customers in France being the most significant. Over the same period, 81.5% of the Europe segment’s revenue was derived from sales to foodservice customers and 18.5% was derived from sales to retail customers.

We are a wholly-owned subsidiary of Marfrig, one of the world’s largest protein producers with a well- established global production and distribution platform that services more than 110 markets globally. Marfrig is listed on the São Paulo stock exchange and operates through three business units: Marfrig Beef in South America, Moy Park in Europe, and Keystone in the United States and Asia.

Our Competitive Strengths

Our vertically integrated poultry production platform, which encompasses three generations of birds raised in the U.K., has allowed us to capitalise on these trends and meet growing demand in the U.K. for traceable, locally sourced poultry reared to a high standard. We estimate that for the year ended December 31, 2014, we held the leading position in the U.K. in the value-added segments of chilled ready-to-eat poultry products (with a 42% market share) and chilled fresh coated poultry products (with a 50% market share), both of which are generally higher-growth and higher-margin segments compared to fresh poultry. We estimate that we are the second largest poultry producer in the U.K., with a market share of 26% of fresh poultry production in the year ended December 31, 2014 and more than twice the market share of the third largest poultry producer. We also supply poultry products to foodservice and retail customers in Continental Europe and, in addition to our poultry business, supply products such as beef patties, bakery and dessert items to

2 foodservice customers in Continental Europe. We believe we are well positioned in the U.K., Ireland and Continental Europe to increase our product sales to foodservice customers, particularly in the U.K. and France, by capitalising on our platform to take advantage of opportunities in these large and growing markets.

Established long-term relationships with leading supermarkets and foodservice chains We enjoy strong and established relationships with each of the 10 largest food retailers in the U.K., including Tesco, Sainsbury’s, Waitrose, Morrisons, Marks & Spencer, Iceland Foods, Ocado, Asda, Aldi and Lidl, which together accounted for 56.6% of our revenue in the year ended December 31, 2014 (with our largest retail customer accounting for 20.4% of revenue and our second largest retail customer accounting for 10.1%). We have maintained relationships of over 10 years with our top two retail customers spanning multiple geographies and product lines, and we have maintained relationships of over five years with a further two of our top five retail customers. We regularly collaborate with our retail customers to enhance the sales, marketing and merchandising of our various product lines by, among other things, employing dedicated chefs to work with our major retail customers to design innovative products, and by coordinating marketing campaigns. We also embed members of our team with our retail customers to coordinate order flow production and delivery of products to meet their supply needs. In addition to leveraging off of our extensive range of products sold by our retail customers under their own brand names, we are also able to deepen our customer relationships through our stable of branded products, including those under our Moy Park poultry brand, which is well known in Northern Ireland and Ireland, and the Castle Lea and O’Kane brands of prepared, breaded and ready-to-eat products which are sold across the U.K.. We also have an exclusive licence to offer Jamie Oliver-branded, ready-to-cook poultry meals in the U.K.. In addition to providing us with a wider product offering and an additional source of revenue, our brand portfolio allows us to showcase new and innovative products to our retail customers and demonstrate consumer demand for new product categories and formats. We also have strong and established relationships with some of the leading QSRs in Continental Europe, the U.K. and Ireland, including McDonald’s, KFC and Quick, who together accounted for 21% of our revenue in the year ended December 31, 2014. Our existing long-term relationships and offering of our core poultry and beef products have allowed us to expand our product offerings to include complementary non- meat categories such as bakery and dessert items. As with our retail customers, we work closely with our foodservice customers on quality and innovation. We believe that we have been able to achieve success with our key customers by providing high quality products, satisfying customer demand for high animal welfare standards, providing consistently punctual delivery service, flexible production planning and scale, new product innovation, and technologically advanced facilities.

3 including with respect to environmental enrichment, windowed housing and welfare-friendly transportation. We also have in-house feed milling operations representing 50% of our feed supply, which allows us to control our birds’ diet for health, production, quality and efficiency. This vertically integrated production platform has allowed us to build our reputation as a trustworthy source of locally grown fresh poultry and other poultry products. Our production platform also includes four well invested primary processing plants in the U.K. dedicated to the primary processing of live birds and 10 further processing plants located across the U.K., Ireland, France and the Netherlands involved in the further preparation of poultry and other products for delivery to our retail and foodservice customers. From this production platform, we supply 2,427 different products. In and over the year ended December 31, 2014, we processed an average of 4.5 million birds per week. The scale of our operations allows us to take advantage of operational efficiencies in logistics and processing to contain costs and grow production capacity efficiently, while maintaining the flexibility to adjust production in order to meet changes in customer demand, and to meet customers’ seasonal demand for turkeys and other products.

Our production facilities are inspected and/or audited by numerous government agencies as well as customers and third-party organisations, and we have obtained accreditations from the following bodies in recognition of the high food production standards we uphold: The Food Standards Agency, the British Retail Consortium, Bord Bia (Irish Food Board) and Red Tractor Assured Chicken Production.

Operational excellence and approach to risk that delivers consistent growth in Adjusted EBITDA and Adjusted EBITDA Margin We have grown Adjusted EBITDA and Adjusted EBITDA Margin consistently over the past three years, driven by increases in sales volumes and prices. Our Adjusted EBITDA increased from £74.4 million in the year ended December 31, 2012 to £95.6 million and £107.9 million in the years ended December 31, 2013 and 2014, respectively. Our Adjusted EBITDA Margin increased from 5.8% in the year ended December 31, 2012 to 6.9% and 7.6% in the years ended December 31, 2013 and 2014, respectively. We have continuously worked to improve our operational efficiency by, for example, reducing waste and enhancing yield through the sale of poultry by-products. The fact that we raise and process our poultry from grandparent breeding stock to broilers and finished products provides us with visibility on costs across the supply chain. We perform detailed analyses of supply and demand to assess potential volatility in the prices of commodities, which we manage in a number of ways, including through the use of fixed price customer contracts (in which the price and volume of sales to a customer are fixed in advance, allowing us to hedge our commodity exposures at the time pricing is agreed), rolling feed models (in which changes in feed prices are passed on to customers as we experience them) and customer hedging arrangements (in which a hedging programme is agreed in advance). As of December 31, 2014, we estimate that approximately 76% of our commodity price risk had been effectively managed or hedged in partnership with our customers through these types of arrangements. By managing price volatility in this manner, we are able to maintain our Adjusted EBITDA and Adjusted EBITDA Margin more effectively in the face of increasing raw material costs.

4 an average of 4.5 million birds per week in the year ended December 31, 2014. We intend to increase our farming base in cooperation with our farmers in order to increase capacity without the need for significant additional Capital Expenditure over the next two years. In line with our existing capital expenditure programme, we made Capital Expenditure investment of £30.5 million in 2014. We believe that these investments position us to grow EBITDA and support Free Cash Flow in the near to medium term. As a result of disciplined monitoring of our working capital and Capital Expenditure, we have been successful in converting EBITDA into operating cash flow. In the years ended December 31, 2012, 2013 and 2014, our Free Cash Flow was £18.5 million, £15.5 million and £39.7 million, respectively. Over the same period, our Cash Conversion Rate was 24.8%, 16.3% and 36.8%, respectively.

Experienced management team Our senior management has significant experience and a proven track record of success in the U.K. and European food and beverage industry. Our management team has an average of 16 years of experience at Moy Park, and the majority of the team has significant additional experience in the food industry. Over the past five years, the management team has overseen the implementation of a number of successful business initiatives, including the successful acquisition and integration of O’Kane Poultry Limited in 2010, which provided us with the ability to produce turkey products, significant capital improvement projects at our primary production facilities and the organic growth of the Company. Our CEO, Janet McCollum, has been with Moy Park since 1993, and has over 20 years of experience in the food industry. She was appointed to the Moy Park executive board as CFO in 2002, before becoming the Group’s CEO in 2014. Following Janet’s appointment as CEO, we further strengthened our management team with the appointment of Barry McGrane as CFO in 2014. Barry has 20 years of experience in financial management and served as the CFO of UDG Healthcare plc from 2001 to 2013.

Our Strategy

Continue to grow core sales to retailers in the U.K., Ireland and Continental Europe We believe that consumer preferences in the U.K. will continue to shift towards traceable, locally produced poultry reared to a high standard, placing a premium on U.K. raised poultry products. We believe that we can benefit from this trend by increasing our farming base and production capacity at our primary processing facilities as part of our existing capital expenditure plan. We have also launched a farmer expansion programme, through which we expect to increase breeder and broiler growing capacity without the need for significant additional capital expenditure. We believe that we can further drive growth by utilising new sales channels and securing new customers across the U.K., Ireland and Continental Europe, including by increasing sales to new entrants to the retail market and also as a result of growing demand from our customers’ expanding online sales operations. We also believe that we can maintain and extend our strong position in higher-growth, higher- margin segments of food retailing, including ready-to-cook, coated and ready-to-eat products, where our capacity for innovation can drive growth. We will continue to develop innovative partnering strategies with our retail customers and develop new product concepts to meet consumer needs. We also believe that we will be able to build on our reputation for high quality and customer service in order to continue to expand and diversify our customer base.

5 a meat processing business in Europe servicing the foodservice market), as well as our relationships with the European operations of international QSRs, to increase sales of those products in the U.K.. We believe there is also significant scope in the Continental European market to increase our sales to new retail and foodservice companies, and our sales and marketing teams have identified a number of potential customers whom we intend to target for further sales in the near term.

Accelerate pace of innovation across our retail and foodservice platforms In the retail market, we have invested £5.1 million in product development over the last three years to support the continued introduction of new and innovative products in order to increase our market share in value-added categories that have the potential to improve our margins. We maintain a new product development team and an executive chef to continue to develop new ideas for value-added products across our range, and share those insights with our customers in order to drive sales. We have included new innovative products in our portfolio every year during the last 5 years with a growing new product development pipeline. Examples of recent innovative product ranges in the U.K. retail market include the introduction of Jamie Oliver ready-to-cook meals in 2011, Moy Park Meals in 2012, Moy Park Snacking in 2013 and the Moy Park Kitchen Good to Go line of meals in 2014. We intend to increase our pace of innovation across the retail and foodservice sectors in order to keep pace with consumer preferences and to continue to grow the business. In the foodservice market, we have worked closely with our customers to improve existing offerings and to develop new product ranges. We expect to continue to work with our customers to develop innovative products to appeal to the end consumer.

Continue to improve our operating efficiency We intend to continue to improve our operational and agricultural efficiency by implementing measures such as improvements to the feed conversion ratio (the measure of an animal’s efficiency in converting feed mass into increased body mass), improving carcass utilisation and cooking yields (the cooked weight compared to the pre-cooked weight as a percentage), controlling costs of production and managing headcount across the business. We also believe that there is further scope to improve our management of commodity price risk by continuing to monitor commodity prices and by ensuring that a significant portion of our commodity price risk is managed through such arrangements. We will continue to work with our customers to explore possible arrangements which serve to mitigate against price volatility.

Recent Developments

Initial Public Offering In March 2014, Marfrig publicly announced that it was considering an initial public offering of certain of its international operations, including those of our company. According to Marfrig, if consummated, such sale of shares would be in furtherance of its strategy aimed at reducing debt and expediting expansion plans outside of Brazil. Marfrig stated in March 2015 that the initial public offering will occur subject to market circumstances, but we can make no assurance as to whether any such equity offering will be consummated or as to what the timing for such an offering would be. Marfrig has stated that it would expect to continue to control our company.

Our History Moy Park traces its roots to a farm called Moygashel, which was established in 1943 in County Tyrone, Northern Ireland, and which was involved in many aspects of farming including the production of dairy products, potatoes and eggs. From these origins, we expanded our operations, most notably through the opening of a new primary processing plant near Dungannon in 1975, which became the first chicken processing factory in Ireland to be granted an EEC export licence. We also focused on strategic acquisitions, notably the acquisition of Kew House Farm in 1980, which gave us our first factory in England. In 2008, we were acquired by Marfrig, our 100.0% shareholder. Under Marfrig’s ownership, we continued to expand, with

6 the acquisition of O’Kane Poultry Limited in 2010, which gave us a foothold in the turkey sector, and the purchase of the Keystone Assets, which we expect will help to facilitate the continued development of our business operations in Continental Europe.

The Issuer The Issuer is Moy Park (Bondco) Plc incorporated on May 14, 2014, with registered number NI624604. The registered address of the Issuer is 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom. The directors and officers of the Issuer may be contacted at this registered address. The registered telephone number of the Issuer is +44(0)28 3835 2233.

Summary Corporate and Financing Structure

The following diagram gives a simplified overview of our corporate structure and principal indebtedness after giving effect to the issuance of the Notes and the application of the net proceeds therefrom. Please see “Use of Proceeds.” All entities shown below are 100.0% owned, unless otherwise mentioned.

Marfrig Global Foods S.A.(1)

Marfrig Holdings (Europe) B.V.(1)

£20.0 million Moy Park Holdings (1)(3) (2) Revolving Credit (Europe) Limited Dividends Facility Agreement(4) (the “Company”)

Intercompany Moy Park Proceeds Loan(2) loans(2) (Newco) Limited(3) £200.0 million of Initial Notes plus £100.0 million of Notes offered hereby Moy Park Limited(3) Kitchen Range Moy Park (Bondco) Plc Foods Limited (the “Issuer”)

Guarantor Non-Guarantor Subsidiary(3) Subsidiaries

Non-Guarantor Subsidiaries

Guarantors(3)

Restricted group

(1) Moy Park Holdings (Europe) Limited is a wholly-owned subsidiary of Marfrig Holdings (Europe) B.V. and an indirect subsidiary of Marfrig Global Foods S.A. See “Principal Shareholders” for more information. (2) Upon issuance of the Notes, Moy Park (Bondco) Plc will extend £96.5 million aggregate principal amount of the Proceeds Loan to Moy Park (Newco) Limited, which will on-lend (i) £30.9 million of this amount to Moy Park Limited and (ii) £30.0 million of this amount to Marfrig Holdings (Europe) B.V. via intercompany loans, and distribute £35.6 million of this amount to Moy Park Holdings (Europe) Limited, to be upstreamed to Marfrig Holdings (Europe) B.V. Moy Park Limited will pay £6.0 million of the proceeds that it receives to Marfrig as reimbursement for corporate expenses. (3) Moy Park Holdings (Europe) Limited, Moy Park (Newco) Limited, Moy Park Limited and O’Kane Poultry Limited are the guarantors of the Initial Notes and will be the Guarantors of the Notes. The Guarantors, taken together with the Issuer, accounted for 85.5% of our total assets as of December 31, 2014 and 77.2% of our revenue and 89.2% of our Adjusted EBITDA on a consolidated basis for the year ended December 31, 2014. (4) The Revolving Credit Facility provides for senior unsecured borrowings of up to £20.0 million. See “Description of Certain Financing Arrangements— Financing Agreements—Revolving Credit Facility.”

THE OFFERING

The following summary of the Offering contains basic information about the Notes and the Notes Guarantees. It is not intended to be complete and it is subject to important limitations and exceptions. For a more complete understanding of the Notes and the Notes Guarantees, including certain definitions of terms used in this summary, see “Description of the Notes.”

Issuer Moy Park (Bondco) Plc, a public limited company incorporated under the laws of Northern Ireland (the “Issuer”). Notes Offered £100,000,000 million aggregate principal amount of 6.25% senior notes due 2021 (the “Notes”). The Notes will be a further issuance of securities pursuant to Section 2.12 of, and governed by, the Indenture dated May 29, 2014, among the Issuer, the Company, Moy Park (Newco) Limited, Moy Park Limited and O’Kane Poultry Limited, as guarantors, The Bank of New York Mellon, as trustee (the “Trustee”), registrar, transfer agent and principal paying agent, The Bank of New York Mellon, London Branch, as principal paying agent and The Bank of New York Mellon SA/NV, Dublin Branch, as Irish paying agent, in a private transaction that is not subject to the registration requirements of the U.S. Securities Act. The Notes will be consolidated with, and form a single series with, the £200,000,000 principal amount of the notes that were originally issued pursuant the Indenture dated May 29, 2014 (the “Initial Notes”). The Notes offered hereby will become fully fungible with the Initial Notes on May 28, 2015, following the termination of certain U.S. selling restrictions pursuant to Regulation S under the Securities Act which provide, among other things, that the Notes may not be sold to U.S. persons for a period of 40 days following the completion of the offering. The Initial Notes and the Notes will have the same terms and conditions and (except for the date of issuance and the issue of price) will vote as one class under the Indenture governing the Notes. Upon consummation of this Offering, the aggregate principal amount of the Issuer 6.25% Senior Notes due 2021 will be £300.0 million. The Issuer may issue additional Notes in the future, subject to compliance with the covenants in the Indenture governing the Notes. Issue Date On or about April 17, 2015 (the “Issue Date”). Issue Price The issue price for the Notes is 98.501% (plus accrued and unpaid interest from November 29, 2014). Maturity Date The Notes will mature on May 29, 2021. Interest Rates The Notes will bear interest at a rate of 6.25% per annum. Purchasers of new notes will be required to pay accrued interest totalling £23.96, per £1,000 principal amount of new notes, from and including November 29, 2014 up to (but excluding)

April 17, 2015, the date we expect to deliver the new notes Interest Payment Dates Interest on the Notes will accrue from November 29, 2014. Interest on the Notes will be payable semi-annually in arrears on May 29 and November 29 of each year, commencing on May 29, 2015. Form and Denomination The Notes will be issued as global notes in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof. Ranking of the Notes The Notes will:  be general, senior obligations of the Issuer;  rank equally in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes (except those obligations preferred by statute or operation of law);  be senior in right of payment to all future indebtedness of the Issuer that is subordinated in right of payment to the Notes;  be effectively subordinated to any existing and future indebtedness of the Issuer that is secured by property or assets that do not secure the Notes, to the extent of the value of the property or assets securing such indebtedness;  be structurally subordinated to any existing and future indebtedness of subsidiaries of the Company that do not guarantee the Notes; and  be unconditionally guaranteed by the Guarantors, subject to certain guarantee limitations. Notes Guarantees On the Issue Date, the Issuer’s obligations under the Notes and the Indenture will be guaranteed (the “Notes Guarantees”) on a senior basis by the Company, as well as Moy Park (Newco) Limited, Moy Park Limited and O’Kane Poultry Limited (collectively, the “Subsidiary Guarantors” and together with the Company, the “Guarantors”). The Guarantors, taken together with the Issuer, accounted for 85.5% of our total assets as of December 31, 2014 and 77.2% of our revenue and 89.2% of our Adjusted EBITDA on a consolidated basis for the year ended December 31, 2014. Ranking of the Notes Guarantees The Notes Guarantees will:  be senior, unsubordinated obligations of the relevant Guarantor;  rank equally in right of payment with all of the Guarantors’ existing and future senior indebtedness, including (i) debt under the Revolving Credit Agreement or any other unsubordinated debt instrument, (ii) any Hedging Obligations and (iii) certain other future indebtedness permitted under the Indenture;

 rank senior in right of payment to all existing and future subordinated indebtedness of the Notes Guarantors;  be effectively subordinated to any existing and future indebtedness of the Guarantors that is secured by property or assets that do not secure the Guarantors’ guarantees of the Notes on an equal basis, to the extent of the value of the property or assets securing such indebtedness; and  be structurally subordinated to any existing and future indebtedness of subsidiaries of the Company that do not guarantee the Notes. Each Notes Guarantee will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States bankruptcy code or any comparable provision of foreign or state law, or as otherwise required to comply with corporate benefit, financial assistance and other laws. By virtue of this limitation, a Guarantor’s obligation under its Notes Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Notes Guarantee. See “Risk Factors—Risks Related to the Notes and Our Structure—Each Notes Guarantee will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and enforceability,” “Risk Factors—Risks Related to the Notes and Our Structure—Insolvency laws of Northern Ireland and other jurisdictions may provide you with less protection than U.S. bankruptcy law,” “Description of the Notes—Notes Guarantees” and “Certain Insolvency Considerations and Limitations on the Validity and Enforceability of the Notes Guarantees.” Use of Proceeds The proceeds from the Offering will be used to (i) make a dividend distribution and loan to Marfrig to enable it to repay certain of its indebtedness; (ii) retain cash for general corporate purposes and possible future dividend distributions to Marfrig; and (iii) pay fees and expenses in connection with the Offering. Additional Amounts All payments with respect to the Notes or a Notes Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other similar governmental charge (including penalties, interest and other liabilities related thereto), except to the extent required by law. If an applicable withholding agent is required by law to withhold or deduct any amount for taxes imposed by any relevant taxing jurisdiction in respect of payments on the Notes or any Notes Guarantee, subject to certain exceptions, the Issuer and the Guarantors will pay such Additional Amounts as may be necessary so that the net amount received by any beneficial owner of Notes after such withholding or deduction (including any withholding or deduction attributable to Additional Amounts) will equal the

amount such beneficial owner would have received if such withholding or deduction had not been required. See “Description of the Notes—Additional Amounts.” Optional Redemption of the Notes Prior to May 29, 2017, the Issuer may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the applicable “make- whole” premium described in the “Description of the Notes” and accrued and unpaid interest and Additional Amounts, if any, to the redemption date. On or after May 29, 2017, the Issuer may redeem, at its option, all or a portion of the Notes at the applicable redemption prices set forth under the caption “Description of the Notes—Optional Redemption” plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date. Prior to May 29, 2017, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 106.25% of the principal amount outstanding in respect of the Notes, plus accrued and unpaid interest to the redemption date, so long as at least 65% of the aggregate principal amount of the Notes remains outstanding immediately after each such redemption and each such redemption occurs within 90 days after the closing date of the relevant equity offering. See “Description of the Notes—Optional Redemption.” Optional Redemption for Tax Reasons If certain changes in the law of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments on the Notes, and, as a result, the Issuer is required to pay Additional Amounts on the Notes, the Issuer may redeem the Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption. See “Description of the Notes— Optional Tax Redemption.” Change of Control Upon the occurrence of certain events defined as constituting a change of control, the Issuer may be required to offer to repurchase all outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to the date of purchase. See “Description of the Notes—Restrictive Covenants—Repurchases at the Option of the Holders of the Notes upon Change of Control.” Certain Covenants The Indenture will, among other things, limit the ability of the Issuer, the Company and its restricted subsidiaries to:  incur or guarantee additional indebtedness and issue certain preferred stock;  create or incur certain liens;  make certain payments, including dividends or other

distributions, with respect to the shares of the Issuer, the Company or its restricted subsidiaries or prepay or redeem its subordinated debt or equity;  make certain investments;  create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to the Company or any of its restricted subsidiaries;  sell, lease or transfer certain assets, including capital stock of restricted subsidiaries;  enter into certain sale and leaseback transactions;  engage in certain transactions with affiliates;  enter into unrelated businesses or engage in prohibited activities; and  consolidate or merge with other entities, or sell all or substantially all of its assets; and Each of these covenants is subject to a number of important qualifications and exceptions. See “Description of the Notes— Restrictive Covenants.” Transfer Restrictions The Notes and the Notes Guarantees have not been, and will not be, registered under the U.S. Securities Act or any other applicable securities laws and are subject to restrictions on transferability and resale. See “Notice to Prospective Investors” and “Transfer Restrictions.” We have not agreed to, or otherwise undertaken to, register the Notes (including by way of an exchange offer). Absence of a Public Market for the The Notes will be new securities for which there is no existing Notes market. The Initial Purchasers have advised us that they intend to make a market in the Notes. However, they are not obligated to do so, and may discontinue any market making at any time at their sole discretion and without notice. Accordingly, there is no assurance that an active trading market will develop or be maintained for the Notes. Listing The Initial Notes are listed on the Official List of the Irish Stock Exchange and are admitted for trading on the Global Exchange Market thereof. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and to trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. Trustee The Bank of New York Mellon. Paying Agent The Bank of New York Mellon. Registrar and Transfer Agent The Bank of New York Mellon. Irish Listing Agent The Bank of New York Mellon.

Governing Law of the Notes, the New York. Indenture and the Notes Guarantees ISINs for the Initial Notes Reg S: XS1072495242; Rule 144A: XS1072495754. Common Codes for the Initial Notes Reg S: 107249524; Rule 144A: 107249575. Temporary ISINs for the Notes Reg S: XS1219710115. Temporary Common Codes for the Reg S: 121971011. Notes

Risk Factors

Investing in the Notes involves substantial risk. Investors should carefully consider all the information in this Offering Memorandum. In particular, investors should consider the factors set forth under “Risk Factors” before making a decision to invest in the Notes.

Summary Historical Financial Data and Other Information The following summary historical financial data presents the financial track record of the Group has been derived from the audited historical financial information of the Company and its subsidiaries and certain affiliates, and is the consolidated historical financial statements as of and for the year ended December 31, 2014 or the combined historical financial information as of and for the years ended December 31, 2011, 2012 and 2013 of the Group. The Historical Financial Information has been prepared: (i) in the case of the Consolidated Historical Financial Statements for the year ended December 31, 2014, in accordance with IFRS as adopted by the European Union; and (ii) in the case of the Combined Historical Financial Information for the three years ended December 31, 2013, on a basis that combines the results, assets and liabilities of the Company and its subsidiaries and certain affiliates by applying the principles underlying the consolidation procedures of IFRS 10. IFRS does not provide for the preparation of combined financial information, and accordingly, in preparing the Combined Historical Financial Information, certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 “Standards for Investment Reporting applicable to public reporting engagements on historical financial information” issued by the U.K. Auditing Practices Board have been applied. Data presented below for the years ended December 31, 2014 and 2013 have been derived from our audited consolidated financial statements for the year ended December 31, 2014, which was prepared in accordance with IFRS. Data presented below for the year ended December 31, 2012 have been derived from our audited combined financial statements for the years ended December 31, 2013, 2012 and 2011. The unaudited pro forma data is provided for illustrative purposes only and does not purport to represent what our actual results of operations or financial position would have been if the Offering had occurred, in the case of pro forma total Third-party Debt and pro forma Net Third-party Debt, on December 31, 2014 or, in the case of pro forma cash interest expense, if the Offering had occurred on January 1, 2014. The unaudited pro forma data set out in this Offering Memorandum is based upon available information and certain assumptions and estimates that we believe are reasonable. The summary should be read in conjunction with the information in “Presentation of Financial Data and Non-IFRS Measures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial information included elsewhere herein.

Summary Combined/Consolidated Income Statement Data:

Years ended December 31, 2012 2013 2014

(Combined) (£’000) Revenue ...... 1,282,454 1,394,356 1,421,701 U.K. and Ireland ...... 964,379 1,049,887 1,103,695 Europe ...... 318,075 344,469 318,006 Cost of sales ...... 1,170,633 1,256,864 1,262,671 Gross profit ...... 111,821 137,492 159,030 Sales and distribution costs...... 60,877 67,856 75,750 Administration expenses ...... 28,397 33,344 39,219 Other operating costs/(income)...... 3,537 (67 ) 109 Group operating profit before exceptional items ...... 19,010 36,359 43,952 Other exceptional costs(1) ...... (47 ) (4,713) (249) Group operating profit after exceptional items ...... 18,963 31,646 43,703 Finance costs ...... (5,555 ) (4,166 ) (11,986) Finance Income ...... 416 467 569 Net finance costs ...... (5,139 ) (3,699 ) (11,417) Profit before taxation ...... 13,824 27,947 32,286 Taxation ...... (5,407 ) 190 (10,479) Profit for the period ...... 8,417 28,137 21,807

Summary Combined/Consolidated Balance Sheet Data:

As of December 31,

2012 2013 2014 (Combined) (£’000) Total non-current assets ...... 468,784 475,237 468,745 of which Intangible assets ...... 208,919 205,621 203,947 of which Property, plant and equipment ...... 259,765 269,616 264,798 Total current assets ...... 265,025 282,186 298,252 of which Biological assets ...... 40,499 44,843 47,077 of which Inventory ...... 67,117 64,298 73,961 of which Trade and other receivables ...... 95,159 112,702 106,573 of which Cash and cash equivalents ...... 62,250 60,343 70,641 Total liabilities...... 363,444 357,692 528,886 Invested capital/total equity ...... 370,365 399,731 238,111 Total invested capital/total equity and liabilities ...... 733,809 757,423 766,997

Summary Combined/ Consolidated Cash Flow Statement Data:

Years Ended December 31, 2012 2013 2014

(Combined) (£’000) Cash flow from operating activities ...... 72,828 64,956 88,331 of which Changes in working capital ...... 5,052 (11,085) (2,985) Cash flow from investing activities...... (60,427) (68,611) (67,661) of which Purchase of property, plant and equipment ...... (35,570 ) (38,335) (28,920) of which Purchase of biological bearer assets ...... (25,278 ) (30,649) (34,706) Cash flow from financing activities ...... (3,037) 1,685 (10,125) Net increase/(decrease) in cash and cash equivalents ...... 9,364 (1,970) 10,545 Cash and cash equivalents at beginning of period ...... 52,896 62,250 60,343 Movement in cash due to foreign exchange ...... (10) 63 (247) Cash and cash equivalents as at end of period ...... 62,250 60,343 70,641

Other Operating Data

Years Ended December 31,

2012 2013 2014 (Combined) Volume (in tonnes) (2) ...... 525,172 552,441 565,256

Other Financial Information

Years Ended December 31, 2012 2013 2014

(Combined) (£’000 except where indicated) EBITDA(3) ...... 74,400 91,287 107,693 Adjusted EBITDA(4) ...... 74,447 95,618 107,942 Adjusted EBITDA Margin(5) ...... 5.8% 6.9% 7.6% Total Third-party Debt(6) ...... 55,756 57,820 229,715 Cash and cash equivalents ...... 62,250 60,343 70,641 Net Third-party Debt (cash) ...... (6,494) (2,523) 159,074 Capital Expenditure(7) ...... (35,734) (38,335) (30,520) Purchase of biological bearer assets ...... (25,278) (30,649) (34,706) Changes in working capital(8) ...... 5,052 (11,085) (2,985) Free Cash Flow(9) ...... 18,487 15,549 39,731 Cash Conversion Rate(10) ...... 24.8% 16.3% 36.8%

Pro Forma Financial Information

Year ended December 31,

2014 (unaudited)

(in £ thousands except where indicated)

Pro forma total Third-party Debt(6)(11) ...... 329,715 Pro forma Net Third-party Debt(12) ...... 234,173 Pro forma cash and cash equivalents ...... 95,542 Pro forma cash interest expense(13)...... 22,034 Ratio of Pro Forma total Third-party Debt to Adjusted EBITDA ...... 3.1x Ratio of Pro Forma Net Third-party Debt to Adjusted EBITDA ...... 2.2x Ratio of Adjusted EBITDA to pro forma cash interest expense ...... 4.9x

The following reconciles operating profit after exceptional items to EBITDA and Adjusted EBITDA for the period indicated.

Years Ended December 31, 2012 2013 2014

(Combined) (£’000) Group operating profit after exceptional items ...... 18,963 31,646 43,703 Depreciation...... 27,536 29,164 29,989 Amortisation of intangible assets ...... 3,305 3,298 3,274 Amortisation of biological assets ...... 24,596 27,179 30,727

Years Ended December 31,

2012 2013 2014 (Combined) EBITDA ...... 74,400 91,287 107,693 Other exceptional costs ...... 47 4,331 249 Adjusted EBITDA ...... 74,447 95,618 107,942

The following reconciles Adjusted EBITDA to Free Cash Flow for the period indicated (unaudited).

Years Ended December 31, 2012 2013 2014

(Combined) (£’000) Adjusted EBITDA ...... 74,447 95,618 107,942 Capital Expenditure ...... (35,734) (38,335) (30,520) Purchase of biological bearer assets ...... (25,278) (30,649) (34,706) Changes in working capital ...... 5,052 (11,085) (2,985) Free Cash Flow ...... 18,487 15,549 39,731

Notes: (1) Other exceptional costs consists of restructuring costs incurred in 2013 in connection with the transfer of certain operational activities from our production facility at Wisbech, England to our production facility at Grantham, England, in order to improve operational efficiency. The figure presented for 2013 includes £0.38 million of asset impairment which is included in depreciation and amortisation. (2) Includes volume of all products sold, other than sales of mill feed, which are excluded. (3) We define EBITDA to be Group operating profit after exceptional items, before depreciation, amortisation of intangible assets and amortisation of biological assets. (4) We define Adjusted EBITDA to be EBITDA adding back any exceptional costs. (5) We define Adjusted EBITDA Margin as Adjusted EBITDA for the period divided by revenue for that period. (6) Total Third-party Debt includes our bank borrowings (current and non-current), senior notes and finance lease liabilities (current and non-current), but excludes our Group Loans, which are loans received from other Marfrig Group companies outside the Moy Park Group. See note 19 to our audited consolidated financial statements for the year ended December 31, 2014. (7) We define Capital Expenditure as purchase of property, plant, and equipment and purchase of intangible assets. The figure presented for 2014 includes a non-cash charge relating to purchase of intangible assets totalling £1.6 million. (8) We define changes in working capital as the sum of movements in inventory, movements in trade and other receivables and movements in trade and other payables. (9) We define Free Cash Flow as Adjusted EBITDA less Capital Expenditure less changes in working capital less purchases of biological bearer assets. (10) We define Cash Conversion Rate as the ratio of Free Cash Flow to Adjusted EBITDA. (11) Pro forma total Third-party Debt is our total Third-party Debt adjusted to give pro forma effect to the issuance of the Notes offered hereby and the application of the proceeds therefrom as shown in “Use of Proceeds” and “Capitalisation,” as if such issuance took place on December 31, 2014. These pro forma calculations reflect the issue of £100.0 aggregate principal amount of Notes in this Offering. (12) Pro forma Net Third-party Debt is our Net Third-party Debt adjusted to give pro forma effect to the issuance of the Notes offered hereby and the application of the proceeds therefrom as shown in “Use of proceeds” and “Capitalisation,” as if such issuance took place on December 31, 2014.

(13) Pro forma cash interest expense represents interest charges that accrue and require settlement in cash periodically under our debt agreements. The amount includes interest on the Initial Notes and the Notes but excludes interest charges accruing on debt facilities that are payable only on redemption or maturity and debt issue costs. Pro forma cash interest expense is calculated by giving pro forma effect to the issuance of the Initial Notes and the Notes offered hereby and the application of the net proceeds therefrom as shown in the “Use of Proceeds” and “Capitalisation,” as if such issuance took place on January 1, 2014.

RISK FACTORS

An investment in the Notes involves risks. Before investing in the Notes, you should consider carefully the following risk factors and all information contained in this Offering Memorandum. Additional risks and uncertainties of which we are not aware may also adversely affect our business, results of operations and financial condition. If any of these events occurs, our business, results of operations and financial condition could be materially and adversely affected, the Issuer may not be able to pay interest or principal on the Notes when due and you could lose all or part of your investment. This Offering Memorandum also contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this Offering Memorandum.

Risks Relating to Our Business and Industry

Our business is dependent on demand and price levels for poultry and beef products in the markets where our business operates. Any factors influencing the demand for, or the price of, poultry or beef products in the markets where we operate could have a material impact on our business. Such factors may include, among others, pricing competition between retailers, increased output or price cuts by other poultry or beef suppliers, livestock diseases (such as avian influenza), changes in trade restrictions for poultry products (which may affect poultry prices in the jurisdiction imposing the trade restriction and other jurisdictions), fluctuations in the cost of producing animal feed grain, changes in consumer preferences and contamination of poultry meat during processing or distribution. Our industry has historically been characterised by cyclical periods of higher prices and profitability, followed by overproduction, leading to periods of lower prices and profitability making it difficult for us to predict business cycles in the future. We are not generally able to mitigate the risk of fluctuations in the price of or demand for our products by entering into long-term contracts with many of our customers or suppliers, because long-term contracts are not customary in this industry. More fundamentally, the food industry, in general, is subject to changing trends in consumer dietary tastes, demands and preferences, which may shift as a result of changes in perception of, as well as actual changes in, quality, safety or ethical production standards. Our products compete with other protein sources, including fish and other food products in the markets in which we operate, and any failure to anticipate, identify or react to changes in these trends could lead to reduced demand and prices for our products. Prices in the markets in which we operate are set primarily by the price that buyers, such as retailers and foodservice providers, are willing to pay as well as consumer demand for the products that we produce. As a result, we have limited price setting power. Further, we have a number of large customers, many of which are food retailers. If these retailers were to compete aggressively with regard to the price of poultry products or if they were to reduce the amount of poultry purchased, this could place downward pressure on the price of our products. We also sell certain poultry portions which are less popular in the U.K., Ireland and Continental Europe to buyers in the international traded market. These portions include dark meat chicken portions, chicken livers, chicken feet and other products. The price for such portions in the international traded market is volatile and may be influenced by trade restrictions in certain jurisdictions. For example, from November 2014 until March 2015, South Africa blocked all poultry imports from the U.K., when avian influenza affected a duck-breeding farm of another company in our industry in East Yorkshire, U.K. Trade restrictions can impact our ability to access the markets of the jurisdictions imposing such trade restrictions and may also reduce the prices of our products in other markets, as the supply of internationally traded poultry products shifts away from those markets subject to such trade restrictions.

As a result, the manifestation of any of these factors could affect the demand for, or the price of, the poultry and other food products we produce and could, accordingly, materially affect our business, results of operation and financial condition.

Our results may be affected by fluctuations in price and availability of the ingredients used in our animal feed grain. A significant portion of the cost of producing our poultry products is attributable to purchases of ingredients used in our animal feed grain, such as wheat, soya meal and corn. In the year ended December 31, 2014, the cost of these ingredients was £285 million, which represented 20% of our revenue for that year. While ingredients such as wheat and corn are widely available and relatively interchangeable, non-genetically modified soya meal is available from a more limited set of producers (we currently purchase soya from only three suppliers) and is a more difficult ingredient to replace. Our animal feed ingredient requirements are sourced from suppliers in the U.K., Europe and South America at prices that generally follow the trends of the world commodities markets, which may be volatile. Between 2013 and 2014, the price that we paid for wheat decreased by 20%, soya meal decreased by 6% (partly due to a retailer specification change from non- genetically modified to genetically modified) and corn decreased by 21%, resulting in a decrease of approximately 12% in our cost of animal feed grain. The production of, and the prices for, ingredients used in animal feed grains are affected by global weather patterns, crop diseases, the global level of supply inventories and demand for these ingredients, as well as the agricultural policies of the European Union, the United States and other foreign governments, and other factors outside our control. In particular, a sudden and significant change in weather patterns or any climate change in growing regions could affect the supply of these ingredients, and therefore have an impact on our cost of producing animal feed grain. For example, in 2014 and early 2015 significant improvements in world weather and crop growing conditions in all key feed grain producing countries resulted in improvements in supply and subsequently reduced the price of feed grains. Extreme weather can also negatively impact the quality of animal feed grain ingredients, reducing yield and increasing the amount of feed required to grow birds to the required weight, thus increasing feed costs overall. In recent years, demand for corn from ethanol producers has also resulted in sharply higher costs for corn and other grains. While the cost of producing animal feed grain may increase from time to time, we may not be able to pass on any such increase in cost to our customers as our supply terms and prices are in many cases subject to commercial negotiation. Even if we are able to pass on all or a portion of increased costs to our customers, there is generally a delay between cost increases and the increase in prices of our products, which can negatively affect our results of operations and cash flows. Although we buy forward a portion of the ingredients used in the production of our animal feed grains, and certain of our customer contracts contain price escalation clauses tied to published commodity prices such that we have recently been able to implement mechanisms to pass through approximately 76% of our animal feed grain price risk, we do not fully hedge against fluctuations in the price of those ingredients and we may not be successful in the future in maintaining our policy of passing through animal feed grain price risks. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations— Changes in Prices of Commodities.” We therefore remain vulnerable to price volatility and breaks in the supply chain for, and variances in the quality of, feed ingredient inputs. Moreover, feed ingredients must meet certain safety, traceability and non-genetically modified identification standards, and the failure of a supplier to meet such standards could cause disruption in our raw material supplies. As such, any event which causes a disruption in the supply of feed grain ingredients, or which causes an increase in the price of such ingredients, could materially affect our business, results of operations and financial condition.

We are vulnerable to fluctuations in the price and supply of food ingredients, packaging materials, and freight. The prices of processed food ingredients and packaging materials used in several of our product categories, as well as freight, are subject to fluctuations in price attributable to, among other things, changes

22 in supply and demand of crops or other commodities, fuel prices and government-sponsored agricultural and livestock programmes. We use significant quantities of flour-based products, edible oils and other food ingredient products, as well as plastic trays, cardboard boxes and other packaging materials provided by third- party suppliers in the production of our ready-to-eat, coated and ready-to-cook food products. Because the sale prices to our customers are fixed at the time of ordering, changes in our input costs could impact our gross profit. Our ability to pass along higher costs through price increases to our customers is dependent upon competitive conditions and pricing methodologies employed in the various markets in which we compete. To the extent competitors do not also increase their prices, customers and consumers may choose to purchase products from competitors or may shift purchases to lower-priced and lower-margin offerings. Although we buy from a variety of international suppliers, and alternate sources of supply are generally available in the ordinary course, the supply and price of these products are subject to market conditions and are influenced by other factors beyond our control, such as general economic conditions, unanticipated demand, problems in production or distribution, natural disasters, weather conditions during the growing and harvesting seasons, insects, plant diseases, and fungi. Moreover, adverse weather conditions may occur more frequently as a result of climate change and other factors and could reduce crop size and crop quality, which in turn could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our costs of storing raw materials if harvests are accelerated and processing capacity is unavailable, or interrupt or delay our production schedules if harvests are delayed. Suppliers of such products are also subject to food safety and other regulations, and any failure on their part to comply could require us to reject their products and seek alternative sources of supply. Failure by any of our food ingredients, packaging materials or other suppliers to comply with regulations, or allegations of compliance failure, may disrupt their operations. Disruption of our suppliers’ operations could disrupt our operations and impact our ability to supply our customers in a timely manner, or at all, which could have an adverse effect on our business, results of operations and financial condition. We also do not have long-term contracts with many of our suppliers, and, as a result, we are vulnerable to unexpected increases in prices set by these suppliers or to disruptions in supply if they fail to deliver. In either case, alternative sources of supply might not be available on short notice on the same terms or on the same delivery schedule as the original sources, if at all. The occurrence of any of the foregoing could increase our production costs and disrupt our operations, which could have a material adverse effect on our business, results of operations and financial condition.

We depend on a number of large customers for the majority of our sales. While we supply products to a wide range of customers in both the retail and foodservice channels, including all of the 10 largest supermarkets in the U.K., as well as McDonald’s in Continental Europe and in the U.K., a small number of leading customers account for the majority of our sales. For example, in the year ended December 31, 2014, 59% of our total revenues were derived from our five top customers. Over the same period, sales to our top five retail customers accounted for 75% of revenues earned from the retail channel and sales to our top three foodservice customers accounted for 74% of revenues earned from the foodservice channel. These large customers have strong bargaining positions, arising from their size and sophistication, which provides them with significant leverage over their suppliers in negotiating pricing, product specifications and the level of supplier participation in promotional campaigns and offers, and this may impact the prices that we are able to negotiate for our products. In addition, in recent years, the number of U.K. grocery retailers has increased as new entrants into the retail food market, most notably the so-called “discounters,” have emerged. This has led to increased fragmentation of the market and increased price competition, further intensifying pressure on prices for companies operating within our business segments. There is a risk that such price pressure will continue and/or increase in the future as retailers lower their prices in competition with one another, and as a result impact the prices that we are able to negotiate for our products.

If any of our largest customers were to reduce the volume of products purchased from us, or reduce the price it were willing to pay for such products, or if we were unable to win additional business with expanding customers, such developments could have a material adverse effect on our business, results of operations and financial condition.

We have few long-term contracts with our key customers and the terms of our arrangements with customers generally do not contain minimum purchase volumes. We operate in sectors where business is generally undertaken without long-term contracts and customers generally have the ability to switch to alternative suppliers at little or no notice. Although this type of customer relationship is common in the retail food supply industry and provides us with the flexibility to modify our prices as the prices of raw materials fluctuate, we remain subject to the risk that a short-term deterioration in our competitive position may have an immediate negative impact on our sales volumes, the prices we are able to negotiate and our profit margins. Particularly, while we do have multi-year agreements with certain of our U.K. retailer and QSR foodservice customers, relating to either supply of products or to pricing arrangements for raw materials used in the manufacture of our products, such contracts are often terminable upon short notice by either party and may not contain minimum purchase volumes. Further, our general terms of business and short-term contracts with our customers do not contain provisions that set minimum purchase volumes. As a result, there is no certainty that our current trading terms will continue in the future, or that we will be able to maintain relationships with our current customers. The loss of any key customers, or a significant worsening in demand from, or the commercial terms of supply to, our customers, could have a material adverse effect on our business, results of operation and financial condition.

We face strong competition from British and foreign companies in the production and sales of our products. We operate in a highly competitive market. We believe we face strong competition from British and foreign companies such as 2 Sisters, Cargill, Greencore, the Kerry Group and the OSI Group in the poultry and beef markets. In addition, our products compete with a number of other protein sources and other food products. The principal competitive factors in the animal protein processing industries are operating efficiency and the availability, quality and cost of raw materials, as well as labour, price, quality, food safety, product distribution and technological innovations. Our ability to be an effective competitor depends on our ability to deliver on the basis of these characteristics. In addition, some of our competitors have more financial resources and larger product and client portfolios than we do. If we are not able to maintain our competitive position in the market, we will face downward pressure on our margins and/or a decrease in our market share, which, in turn, may have a material adverse effect on our business, results of operations and financial condition.

The outbreak of certain animal diseases could adversely affect our ability to sell our products. An outbreak of a contagious animal disease in the U.K. or Continental Europe, such as avian influenza, foot and mouth disease or mad cow disease, could lead to required destruction of our poultry flocks, beef products or other food product ingredients, which would result in decreased sales of poultry, beef and other products, prevent recovery of costs incurred in raising or purchasing such poultry, beef and other products, and result in additional expense for the disposal of destroyed products. In addition, an outbreak of a contagious animal disease in the U.K. or Continental Europe, such as avian influenza, foot and mouth disease or mad cow disease, could lead to immediate restrictions on the export of some of our products to key markets, even if our flocks are uninfected and products are uncontaminated. Any outbreak of animal disease anywhere in the world could also have a rapid and substantial adverse impact on demand for our products and reduce the price and volume of products that we sell.

Specifically, with respect to avian influenza, during the first half of 2006, there was substantial publicity regarding a highly pathogenic strain of avian influenza, known as H5N1, which had been affecting Asia since 2002 and which has also been found in Europe and Africa. As a result, demand for poultry products in the U.K. and European markets was significantly reduced. It is widely believed that H5N1 can be spread by migratory birds, such as ducks and geese. There have also been some cases where H5N1 is believed to have passed from birds to humans as humans came into contact with live birds that were infected with the disease. Although the highly pathogenic H5N1 strain has not been identified in the U.K., there have been outbreaks of low pathogenic strains of avian influenza in the U.K.. For example, in November 2014, cases of the H5N8 strain of avian influenza were identified at a duck breeding farm of another company in our industry in East Yorkshire, U.K. Historically, the outbreaks of low pathogenic avian influenza have not generated the same level of concern, received the same level of publicity or been accompanied by the same reduction in demand for poultry products in certain countries as that associated with the highly pathogenic H5N1 strain. However, even if the highly pathogenic H5N1 strain does not spread to the U.K., there can be no assurance that another outbreak elsewhere or an increase in publicity surrounding H5N1 will not materially adversely affect demand for and potentially create a surplus in the supply of U.K.-produced poultry internationally and/or domestically, and, if it were to spread to the U.K., there can be no assurance that it would not significantly affect our ability to conduct our operations or the demand for our products. Outbreaks of other animal diseases, such as Newcastle disease (a highly contagious disease in birds caused by a paramyxo virus), may also cause a large proportion of our birds to fall ill or to die off, or could affect the perception of and demand for our products. The outbreak of animal diseases in our flocks or among our suppliers of beef, as well as animal disease outbreaks in the U.K. and Europe which do not directly affect our flocks or beef supply, could affect our ability to produce protein products and the market’s demand for such products, which could have a material adverse effect on our business, results of operations and financial condition.

Health risks related to the food industry could affect our ability to sell our products and may subject us to regulatory action, product liability claims and product recalls. Our products may be subject to contamination by disease-producing organisms or pathogens, such as Listeria monocytogenes (mainly in the case of ready-to-eat products), Salmonella, Campylobacter, and E.Coli 0157H7. These organisms and pathogens are found generally in the environment; therefore, there is a risk that one or more, as a result of food processing, could be present in our products. Our products are also susceptible to spoilage, product tampering, misbranding and other adulteration of food products. Such contamination, spoilage or adulteration can be introduced to our products during the course of production as a result of improper handling or temperature control and may similarly be introduced at the distribution, foodservice, retailer or consumer level. We address these risks, which may be controlled but not eliminated, by adhering to good manufacturing practices and conducting finished product testing. However, we have little, if any, control over handling procedures once our products have been shipped for distribution. Even an inadvertent shipment of contaminated, spoiled or adulterated products may be a violation of law and may lead to increased risk of exposure to product liability claims, product recalls (which may not entirely mitigate the risk of product liability claims), increased scrutiny and penalties, including trading restrictions and plant closings, by U.K. and European regulatory agencies, and adverse publicity, which could exacerbate the associated negative consumer reaction. While we do not believe that we currently face any major disease or health risks, or any material product liability claims, product recalls or regulatory actions, we could in the future be subject to claims or lawsuits relating to an actual or alleged illness or injury, and could incur liabilities that are not insured or exceed our insurance coverage. Even if product liability claims against us are not successful or fully pursued, these claims could be costly and time consuming and may require us to spend time defending the claims rather than operating the business.

While we maintain systems designed to monitor and control food safety risks throughout all stages of the production process, including breeding, hatchery, feed processing, and primary and secondary processing, we cannot guarantee that such risks will not materialise, which event could have a material adverse effect on our business, results of operations and financial condition.

Damage to our, our industry’s or our customers’ image and reputation could adversely impact our results of operations. Our success in the markets in which we operate depends partially on our ability to maintain our image and corporate reputation. We believe that our reputation for product quality is an important competitive advantage and, as a result, any product quality problems, or the perception of such problems, or allegations concerning animal welfare and the environment, even if false, could harm our reputation and competitive advantage and cause our customers to choose competitors’ products. Adverse publicity regarding peer companies or the industry in general, whether justified or not, could also influence consumer preferences for poultry and animal protein products overall and adversely affect our sales. For example, our industry may face adverse publicity if the products of other producers or retailers become contaminated, which could result in reduced consumer demand for our products and have a material adverse effect on our business, results of operations and financial condition. In addition, the proliferation of new methods of mass communication facilitated by the Internet makes it easier for allegations to adversely affect our brand image and reputation or the reputation of the industry in general. Negative publicity regarding our customers could cause consumers to reduce purchasing from them, which could reduce their purchases from us and negatively impact our operating results. Additionally, because our retailer-branded products bear the names of our retailer customers, negative publicity against our customers could tarnish our reputation by association, which could have a material adverse effect on our business, results of operations and financial condition.

We may be subject to fraud in our supply chain in the future. The recent horsemeat scandal demonstrated that there was likely large scale fraud through the beef supply chain, where horsemeat intended and certified as fit for human consumption had been sold to certain of suppliers relabelled as beef. It has since been determined that companies and consumers were the victims of an industry-wide fraud committed on food processors throughout Europe. Although we have always operated with industry-leading supply chain control and quality testing practices, and are working closely with local regulators in the markets in which it operated to prevent adulteration of its products, it may be difficult to detect future fraudulent or malicious activity. If fraudulent or other malicious activity is perpetrated by others, and we fail to detect or prevent it, we could lose the confidence of our customers or consumers, which could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to implement our business strategy. Our competitiveness depends on our ability to implement our growth strategy, as described in “Offering Summary—Our Strategy” which in turn will depend on a number of factors, including our ability to raise funds for capital expenditures for activities such as our grower expansion programme. We cannot assure you that we will be able to implement our business strategy, including whether we will be able to obtain sufficient funds or at reasonable costs to finance our capital expenditures and our expansion strategy due to adverse macroeconomic conditions, our performance or other external factors, which may adversely affect our ability to successfully implement our growth strategy. The implementation of our growth strategy relies on factors beyond our control, such as changes in market conditions and actions taken by our competitors or by the governments in the jurisdictions where we operate. If we cannot successfully implement any part of our growth strategy, our business, results of operations and financial condition may be adversely affected.

Seasonal fluctuations in product demand and weather conditions may affect our business. Our sales and cash flows have historically been somewhat affected by seasonal cyclicality in customer orders as well as seasonal variations in weather conditions, which may affect production and distribution. With respect to seasonal cyclicality in customer orders, for example, sales of ready-to-eat and barbeque products are typically marginally higher during the summer months and sales of ready-to-eat products are typically also marginally higher in the weeks leading up to Christmas. Additionally, revenues from our fresh turkey business is largely concentrated around the Christmas season. For these reasons, sequential quarterly comparisons may not be a reliable indication of our performance or how we may perform in the future. Furthermore, with respect to seasonal variations in weather conditions, cold, wet or wintry weather conditions during the winter months may delay shipping of our products and increase energy-related expenses, while hot weather in the summer months may increase the risk of temperature contamination of our products. Each of these factors gives rise to the potential for seasonal fluctuations in our operating results and may make sequential quarterly comparisons unreliable. Moreover, seasonal fluctuations in product demand or in production costs which are greater than anticipated could have a material adverse effect on our business, results of operations and financial condition.

Our retail customers may start producing certain food products in-house, which would constitute an additional source of competition for us. The grocery-trading environment has become highly competitive over recent years, with grocery retailers striving to increase market share on both a domestic and global level while trying to manage costs and resources. To increase their competitive advantage, in some limited cases, grocery retailers have recently begun adopting a more integrated business model by taking greater control of certain areas of the supply chain, for example by directly sourcing goods such as fresh produce and processing some of their own food products. For example, several food retailers currently prepare ready-to-eat products in-house. Should our customers embrace or strongly consider this model in terms of ready-to-cook, coated or ready-to-eat foods, we could face downward pressure on our pricing capabilities in those product categories and lose business to in-house rivals. These developments could have an adverse effect on our business, results of operations and financial condition.

We are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign countries. While the majority of our products are produced and consumed within the U.K. and Ireland, we have four plants located in Continental Europe serving the Europe segment (three in France and one in the Netherlands) which, in the aggregate, accounted for 22.4% of our revenue in the year ended December 31, 2014. Revenues and expenses at these plants are generally in euros, which gives rise to foreign currency exchange risk relative to the rest of our operations, which are conducted in pounds sterling. Moreover, those plants are subject to local tax, labour, environmental and food-safety regulations, which , notwithstanding EU harmonisation efforts, differ in some respects from the regulations prevailing in the U.K., which gives rise to legal and operational risks.

Additionally, while most of our products are produced and consumed within the European Union, 5.3% of total revenue in the year ended December 31, 2014 was derived from the international traded market; that is, the sale to customers in non-EU countries of certain poultry parts which are less popular among U.K., Ireland and European consumers. Such revenues are subject to trade-related risks, such as those risks associated with: political and economic instability; regulatory changes and compliance with foreign laws, treaties and regulations; fluctuations in foreign currency exchange rates; foreign currency exchange controls and restrictions on the repatriation of funds; fluctuations in the cost and availability of shipping and other long-distance transportation services; credit risk; the imposition of import tariffs, import quotas, or other taxes, trade barriers and trade protection measures by the governments of countries in which our non- European customers are located; and the institution of anti-dumping or other trade-related legal proceedings

27 by such governments. Accordingly, there can be no assurance that we will be able to continue to make such sales on a profitable basis, or at all. Such developments could have a material adverse effect on our business, results of operations and financial condition.

We are subject to extensive labelling and food-safety regulations that require us to, among other things, obtain and maintain various licences and permits to operate our business. We are subject to labelling requirements in the U.K., Ireland and in Continental Europe regarding our products. These requirements dictate, among other things, which product category a product may be sold under. For example, we use a product known as “3mm poultry meat” in certain of our formed coated products. This product is made using a process that removes meat from bone. Under U.K. regulations, 3mm poultry meat may be labelled as a poultry product. Under EU regulations, 3mm poultry meat may be considered to be “mechanically separated meat” (“MSM”) and therefore may not be labelled in the same way. If the U.K. government’s interpretation of 3mm poultry meat were to change such that it considered 3mm poultry meat to be MSM, this would require us to change the ingredients or labelling of certain of our formed coated products, which may raise our costs. Our manufacturing facilities, agricultural facilities, transportation vehicles and products, as well as the processing, packaging, storage, distribution, advertising and labelling of our products, are also subject to extensive U.K. and EU laws and regulations in the food safety area, including regular government inspections and governmental food processing controls. In accordance with these laws and regulations, we are required to maintain various licences, permits, approvals and registrations to operate our business. While we believe that all of our production facilities are in full compliance with U.K., European or other relevant regulations applicable to the manufacturing of foodstuffs, the traceability or labelling of genetically modified organisms, and the appropriate labelling of our products, the loss of or failure to obtain necessary licences, permits, approvals, registrations or the failure to pass inspection could delay or prevent us from meeting current product demand, introducing new products, building new facilities, acquiring new businesses or can result in our being required to return or destroy all or part of a shipment.

In addition to such official regulation, we subscribe to a number of industry-group and customer programmes in the areas of food safety, hygiene, product quality, animal welfare and environmental stewardship. These include Red Tractor, the British Retail Consortium and the McDonald’s supplier audit programme. These programmes set standards which generally exceed the relevant legal minimums and which are enforced by regular unannounced audits conducted by these industry groups or customers, or their contractors. While we believe that all of our activities are currently in full compliance with these programmes, any non-compliance in the future, if not remedied according to the procedures of the relevant programme, could lead to the loss of the relevant certification and cause certain customers to curtail their purchases from us or cease dealing with us entirely. Accordingly, any failure to comply with a relevant governmental or non-governmental standard could adversely affect our business, results of operations and financial condition.

We depend on the availability of, and good relations with, our employees. We depend on intensive use of labour in our activities. As of December 31, 2014, we had approximately 12,283 employees, of whom approximately 77.9% were direct employees and 22.1% were agency employees. Also, approximately 44.2% of our employees are foreign workers; that is, workers who are not citizens of the country in which their jobs are located. Our operations depend on the availability and relative costs of labour and on maintaining good relations with our employees. Approximately 51.3% of our employees belong to labour unions and we have collective bargaining agreements with the labour unions at each of our production sites which are negotiated on a site-by-site basis. The food production industry is also subject to strict regulations regarding worker health on site. See “—Occupational health and safety as well as environmental regulations may subject us to significant costs and liabilities.” Moreover, the food production industry is subject to additional regulations which touch upon

28 both worker health and food safety, such that food production employees who have, or may have, communicable diseases including but not limited to rhinovirus, influenza and norovirus may not be present on site. Therefore, outbreaks of such diseases among our employees may affect our ability to staff our facilities. If we fail to maintain good relations with our employees, or if the supply of labour is curtailed, we may experience labour shortages or work stoppages at one or more of our production sites, which could have a material adverse effect on our business, results of operations and financial condition.

Deterioration of economic conditions could negatively impact our business. Our business may be adversely affected by changes in economic conditions, including inflation, interest rates, consumer spending rates, energy availability and costs (including fuel surcharges) and the effects of governmental initiatives to manage economic conditions. Any such changes could adversely affect the demand for our products, or the cost and availability of our raw materials, cooking ingredients and packaging materials, thereby negatively affecting our financial results. In additional, disruptions in global credit and other financial markets and deterioration of economic conditions could, among other things; make it more difficult or costly for us to obtain financing for our operations or investment or to refinance our debt in the future; cause our lenders to depart from prior credit industry practice and make more difficult or expensive the granting of any amendment to, or waivers under, our credit agreements, to the extent we might seek them in the future; or impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers. Such developments could adversely affect our business, results of operations and financial condition.

Any slowdown or stoppage at any of our major manufacturing or processing facilities could have a material adverse effect on our results of operations. We have a number of major manufacturing and processing facilities. In particular, our facilities in Dungannon, Northern Ireland, and Anwick, England – our two largest poultry primary processing facilities – together account for approximately 70% of the chickens that we process each week. While we maintain certain controls designed to keep operational risk at appropriate levels, including continual upgrading of technology for breakdown diagnosis, there can be no assurance that we will not suffer losses if these controls fail to detect or contain operational risks in the future. For example, such slowdown or stoppage could result in our being unable to fulfil the needs of our customers and may require our customers to seek to obtain their poultry supply from one of our competitors. In addition, the costs associated with such downtime and with repairing or replacing any such manufacturing facility could be significant and may not be covered in whole or in part by our insurance policies. As such, in the event of any processing slowdown or stoppage at any of our manufacturing facilities, whether due to labour unrest, equipment failure, supplier disruption, natural disaster or any other cause, particularly at the Dungannon and Anwick plants, we cannot assure you that we would be able to service our customers’ needs or repair or replace such facility in a timely manner, or at all, which could have a material adverse effect on our business, results of operations and financial condition.

Our business is dependent upon transportation services. Our business depends on the effective operation of the transportation services that transport raw materials and partly finished products to and between our facilities and deliver our products to our customers. We are exposed to operational risks that can affect distribution, such as the breakdown or failure of equipment, power supply or processes, earthquakes, fire, flood or other natural disasters, acts of terrorism, sabotage or vandalism, and industrial accidents. We rely on a mix of our own vehicles and independent contractors to transport live birds to our facilities and to transport partly-finished products between our various production facilities. We rely mainly on independent contractors and distributors to store and deliver our finished products to our customers. We are particularly dependent on road and seaborne refrigerated distribution services. Furthermore, all of our facilities in Continental Europe and a portion of our facilities in the U.K. specialise in the further processing of various ingredients, including raw whole chickens or raw chicken parts, into prepared or ready-to-eat

29 products, which requires refrigerated transportation of raw poultry and other ingredients on the input side as well as refrigerated transportation of finished products on the output side. We cannot guarantee that such distributors will properly store or timely deliver our products to our customers, that any losses resulting from any failure to properly store or timely deliver these products will be adequately covered by insurance or recouped from the distributor, that we will maintain relationships with all of our current independent distributors, or that our current distributors will remain in business. Inclement weather, transportation strikes and other factors can cause transportation interruptions and delays which may affect our ability to receive production inputs or to deliver our products to our customers. Any extended interruption or delay in such transportation links may have an adverse impact on our reputation, result in the disposal of quantities of our products that could not be delivered in a timely or temperature- controlled manner, require us to contract with alternative, and possibly more expensive and/or less reliable, distributors, or cause customers to seek other suppliers or otherwise reduce demand for our products. Any interruption or major delay in transport links could have a material adverse effect on our business, results of operations and financial condition.

Our poultry breeding programme depends largely on two key suppliers. We rely largely on Aviagen, a poultry breeding business with which we have had a 50 year relationship, as our key supplier of day-old chicks which we use in our own breeding programme as grandparent stock. Our breeding programme is a critical component of our programme for assuring the quality, safety and consistency of our products. If Aviagen were to cease doing business with us for any reason, we would be required to source grandparent stock from a new supplier of chicks bred to a different standard than the chicks supplied by Aviagen. In this circumstance, we would likely need to make significant alterations to our production processes and operations in order to accommodate the care and feeding of a new line of chicks, a process which could take up to five years to complete. Such a change would likely cause disruption to the production cycle of our poultry products, require additional capital expenditure and, in the near term, have a material adverse effect on our business, results of operations and financial condition.

We also rely on John Thompson & Sons Limited (“Thompson Feeds”), a trusted feed grain supplier and processor with which we have an approximately 10 year relationship, as a primary feed grain supplier and processor in Northern Ireland, providing 34% of our total feed in the year ended December 31, 2014. The quality of feed is critical to efficient raising of our birds. If Thompson Feeds were to stop doing business with us for any reason, we would be forced to find a new supplier and processor of feed grain in Northern Ireland or alternatively to source the feed for our Northern Irish operations internally which could be disruptive to our production cycle and have a material adverse effect on our business and results of operations.

Our success depends on the continued service of certain key personnel. Our success depends in significant part upon the continued service of the Company’s directors and senior management, as well as senior management at each of the Company’s material subsidiaries. Our future growth and success also depends on our ability to attract, train, retain and motivate skilled managerial, sales, administration, operating and technical personnel. The loss of one or more of our key management or operating personnel, or the failure to attract and retain additional key personnel, could have a material adverse impact on our business, results of operations and financial condition.

We may incur liabilities that are not covered by insurance. We maintain types and amounts of insurance coverage that we believe are consistent with customary industry practices in the jurisdictions in which we operate. Our insurance policies cover, among other things, product recalls, employee-related accidents and injuries, property damage and expropriation, machinery, equipment, inventory and liability deriving from our activities. While we seek to maintain appropriate levels of insurance, not all risks are insurable and there can be no assurance that we will not experience major incidents of a nature that are not covered by insurance.

We rely largely on independent contractors and distributors to perform transport and delivery functions in our business operations. These contractors and distributors may not maintain adequate insurance on the goods they carry, which may include our products, or may have taken out insurance coverage that limits claims relating to any loss or damage. We cannot guarantee that we will be able to ensure these contractors and distributors maintain adequate coverage when transporting and delivering products to our customers or materials to our facilities. Furthermore, the occurrence of several events resulting in substantial claims for damages within a calendar year may have a material adverse effect on our business, results of operations or financial condition. In addition, our insurance costs may increase over time in response to any negative development in our claims history or due to material price increases in the insurance market in general. There can be no assurance that we will be able to maintain our current insurance coverage or do so at a reasonable cost, and failure to do so could have a material adverse impact on our business, results of operation and financial condition.

We may fail to realise the anticipated business growth opportunities, revenue benefits, cost synergies, operational efficiencies and other benefits anticipated from, or may incur unanticipated costs associated with our acquisitions. From time to time, we evaluate possible acquisitions that would complement our existing operations and enable us to grow our business. The success of any acquisition will depend on our ability to integrate acquired businesses effectively. The integration of acquired businesses may be complex and expensive and present a number of risks and challenges, including:

 the diversion of management time, effort and attention from existing business operations;

 the possible loss of key employees, customers or suppliers;

 the unanticipated loss of revenue or increase in operating or other costs;

 the challenge of developing an understanding of, and new technical skills with respect to, the acquired business;

 failure to achieve synergies and/or economies of scale;

 the assumption of debt or other liabilities of the acquired business, including litigation related to the acquired business; and

 possible expansion into new geographical markets, which may require us to find and cooperate with local partners with whom we have not previously done business.

Integrating any acquired business may result in additional unforeseen difficulties or liabilities and could impact the effectiveness of our internal controls over financial reporting. Furthermore, there can be no guarantee that we will realise any or all of the anticipated benefits of any future acquisition, including the expected business growth opportunities, revenue benefits, cost synergies and other operational efficiencies. Similarly, we may encounter unexpected difficulties in our integration of the European business lines recently transferred to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations—Our Purchase of the Keystone Assets.” Any of the foregoing or other factors could have a material adverse effect on our business, results of operation and financial condition.

Failure of our information systems and software could adversely affect our operations. Our business is dependent on the effective operation of our information technology, databases, telecommunications networks, computer systems and other infrastructure, in particular the Enterprise Resource Management software which we use for managing our operations, including sales, customer service, logistics and production planning, as well as other software which we use for, among other things, business intelligence, financial reporting and payroll. Any significant failure of our information technology networks

31 and systems could result in unforeseen expenses, disrupt our operations and adversely affect our relationships with our customers, suppliers and others. In addition, our information systems may become subject to damage or unanticipated interruptions from fire, flood, storms and other natural disasters, power loss, computer system or network failures, operator negligence, physical or electronic loss of data, security breaches, computer viruses, telecommunications failures, vandalism or other extraordinary events. While we maintain centralised backup data storage facilities, business continuity planning and contracts with consultants, there can be no assurance that any such failure, damage or interruption would not have a material adverse effect on our operations and thereby our business, results of operations and financial condition.

Occupational health and safety as well as environmental regulations may subject us to significant costs and liabilities. Our business is subject to occupational health and safety as well as environmental regulations in the jurisdictions in which we operate. Legislation in these areas, particularly within Continental Europe, has tended to become broader and stricter, and enforcement has tended to increase over time. For example, our activities are likely to be covered by increasingly strict national and international standards relating to environmentalism and related costs, and may be subject to potential risks associated with increasing environmentalism, which may have a material adverse effect on our business, results of operations and financial condition. While we keep a regular review of upcoming new regulations within the jurisdictions where we operate, and of changes in EU directives, we cannot predict the amounts of any increased capital expenditures or any increases in operating costs or other expenses that we may incur to comply with applicable environmental, or other unanticipated regulatory requirements, or whether these costs can be passed on to customers through product price increases. We believe that our operations are in material compliance with applicable occupational health and safety as well as environmental laws and regulations. We can give no assurance, however, that we will continue to be in compliance or avoid material civil, administrative or criminal penalties and expenses associated with compliance issues in the future. Historically, the costs of achieving and maintaining compliance, and curing any non-compliance, have not been material; however, the operation of our business entails risks in these areas, and non-compliance with such laws and regulations may give rise to significant liability, including fines, damages, fees, expenses and site closures, cancellation of authorisations or revocation of licences, in addition to negative publicity and liability for remediation for environmental damage. Because of the possibility of unanticipated regulatory measures or other developments, particularly as environmental laws become more stringent, the amount and timing of future expenditures required to maintain compliance could increase from current levels and could adversely affect the availability of funds for capital expenditures and other purposes. Compliance with existing or new environmental laws and regulations could result in increased costs and expenses.

Climate change, climate change regulations, adverse weather conditions and greenhouse effects may adversely impact our operations and markets. There is a growing political and scientific consensus that emissions of greenhouse gases (“GHG”), continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. Climate change, including the impact of global warming, creates physical and financial risk. Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in changes in precipitation and extreme weather events. Climate change could have a material adverse effect on our business, results of operations and financial condition. Natural disasters, fire, bioterrorism, pandemics, drought, changes in rainfall patterns or extreme weather, including floods, excessive cold or heat, hurricanes or other storms, could impair the health or growth of our flocks or interfere with our operations due to power outages, fuel shortages, damage to our production and processing plants or disruption of transportation channels, among other things. Any of these factors, as well as disruptions in our information systems, could have an adverse effect on our business, results of operations and financial condition.

We are subject to legislation and regulation regarding climate change, and compliance with related rules could be difficult and costly. Concerned parties in the countries in which we operate, such as government agencies, legislators and regulators, shareholders and non-governmental organisations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Internationally, the Kyoto Protocol established targets for reduction of GHG by certain developed countries and created a carbon trading mechanism. However, such targets were set for 2012 and it is unclear whether such a system will remain in force going forward and whether a new international agreement will be reached to replace the current international framework. In all cases, unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our business, results of operations and financial condition. Finally, we could face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of our operations on climate change.

We may be subject to scrutiny by competition, antitrust and other authorities in connection with certain acquisition and expansion opportunities. The production of fresh chicken in the United Kingdom is a relatively concentrated industry in which we estimate ourselves to be the second largest producer, with 26% of U.K. production. Accordingly, any attempt on our part to expand our production of fresh poultry, particularly through the acquisition of other fresh poultry producers in the U.K., may attract the scrutiny of U.K. and European competition and antitrust regulators, and such an attempt may not succeed. In addition, our size and prominence in the fresh chicken market may prompt heightened scrutiny by such regulators seeking to restrain anti-competitive market practices. Any competition or antitrust investigation could require significant legal expenditures, and result in liabilities or adverse governmental orders. Such developments could adversely affect our business, results of operations and financial condition. Increasing the number of farms providing poultry to us is critical to increasing production. Any expansion of existing farms and facilities or the development of new farms and facilities require planning and other permissions from local authorities. In some cases, receiving planning and other permissions may be difficult due to the perceived impact of such farms or facilities on the locality or other factors. If we are unable to increase the number of farms supplying us with poultry at a high enough rate, we may not be able to increase our production at the same rate as competitors. This may cause us to lose market share and may have a material adverse effect on our business, our results of operations and our financial condition.

Our operations are subject to general risks of litigation. We are involved on an ongoing basis in litigation and administrative proceedings arising out of our operations in the ordinary course of business or otherwise. Litigation may include collective actions involving suppliers, customers, employees, consumers, injured persons or their estates, and claims related to commercial, labour, employment or environmental matters. Moreover, the process of litigating cases, even if we are successful, may be costly, and may approximate the cost of damages sought. These actions could also expose us to adverse publicity, which might adversely affect our brands and reputation. Litigation trends and expenses and the outcome of litigation cannot be predicted with certainty and adverse litigation trends, expenses and outcomes could adversely affect our results of operations or financial condition. Except for the matters described elsewhere in this Offering Memorandum, there have been no material governmental, legal or arbitration proceedings against us (including any such proceedings which are pending or threatened of which we are aware), during the 12 months preceding the date of this Offering Memorandum that may have, or have had in the recent past, significant effects on our financial position or profitability. See “Business—Legal Proceedings.”

We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position. We rely upon a combination of copyright, trademark and patent laws to establish and protect our intellectual property rights, but cannot be certain that the actions we have taken or will take in the future will be adequate to prevent violation of our proprietary rights. We own and license trademarks for our product and brand names (including Moy Park) and packaging, as well as other intellectual property rights, such as know- how with respect to our production processes and proprietary information relating to our customers, that are important to our business and competitive position, and we endeavour to protect our intellectual property. We cannot assure you that trademark registrations will be issued with respect to any of our pending or planned applications. In addition, we cannot assure you that third parties will not infringe on or misappropriate our rights, imitate our products, or assert rights in, or ownership of, our trademarks and other intellectual property rights or in trademarks that are similar to trade marks that we own and license. We cannot assure you that the steps we have taken or will take will be sufficient to protect our intellectual property rights or to prevent others from seeking to invalidate our trademarks or block sales of our products as a violation of their trademarks and intellectual property rights. Litigation may be necessary to enforce our trademark or proprietary rights or to defend ourselves against claimed infringement of the rights of third parties. Adverse publicity, legal action or other factors could lead to substantial erosion in the value of our brands. There is also a risk that we could, by omission, fail to renew a trademark (or other registered intellectual property). Furthermore, to the extent that third parties sell products which are inferior brands that look like our brands, consumers of our brands could confuse our products with the imitation products. If these imitation products are considered inferior by customers, it could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our business. If we are unable to protect our intellectual property rights against infringement or misappropriation, or if others assert rights in or seek to invalidate our intellectual property rights, this could materially harm our business, results of operations and financial positions.

Risks Related to Our Financial Profile

Our substantial leverage and debt service obligations could adversely affect our business and prevent us from fulfilling our obligations with respect to the Notes and the Notes Guarantees. We have substantial leverage and debt service obligations, including those related to our offering of the Initial Notes. After the issuance of the Notes, we will be highly leveraged. As of December 31, 2014, after giving effect to the Offering and the use of proceeds therefrom, we would have had £329.7 million of pro forma total third-party debt. See “Capitalisation.” The degree to which we will be leveraged following the issuance of the Notes could have important consequences to holders in the Offering, including:

 making it difficult for us to satisfy our obligations with respect to the Notes;

 increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;

 requiring the dedication of a substantial portion of our cash flows from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditure, acquisitions, joint ventures, product research and development or other general corporate purposes;

 limiting our flexibility in planning for, or reacting to, changes in our business and the competitive environment and the industry in which we operate;

 placing us at a competitive disadvantage as compared to our competitors, to the extent that they are not as highly leveraged; and

 limiting our ability to borrow additional funds and increasing the cost of any such borrowing.

Any of these or other consequences or events could have a material adverse effect on our ability to satisfy our debt obligations, including the Notes. The terms of the Indenture will permit us to incur substantial additional indebtedness, including in respect of the Revolving Credit Facility. We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities. The Indenture will, among other things, limit the ability of the Issuer, the Company and its restricted subsidiaries to:

 incur or guarantee additional indebtedness and issue certain preferred stock;

 create or incur certain liens;

 make certain payments, including dividends or other distributions, with respect to the shares of the Issuer, the Company or its restricted subsidiaries or prepay or redeem its subordinated debt or equity;

 make certain investments;

 create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to Company or any of its restricted subsidiaries;

 sell, lease or transfer certain assets, including capital stock of restricted subsidiaries;

 engage in certain transactions with affiliates;

 enter into unrelated businesses or engage in prohibited activities; and

 consolidate or merge with other entities, or sell all or substantially all of its assets.

Each of these covenants is subject to a number of important qualifications and exceptions. See “Description of the Notes—Restrictive Covenants.” The covenants to which we are subject could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest. In addition, any default under any other debt instruments to which we are a party could lead to an event of default and acceleration under other debt instruments that contain cross-default or cross-acceleration provisions, including the Indenture. If our creditors accelerate the payment of those amounts, we cannot assure you that our assets and the assets of our subsidiaries would be sufficient to repay in full those amounts, to satisfy all other liabilities of our subsidiaries which would be due and payable and to make payments to enable us to repay the Notes, in full or in part. In addition, if we are unable to repay those amounts, our creditors could proceed against any collateral granted to them to secure repayment of those amounts.

Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial flexibility. We and our subsidiaries are restricted subsidiaries under the indentures governing Marfrig’s 9.625% senior notes due 2016 (the “2016 Notes”); 9.50% senior notes due 2020 (the “2020 Notes”); 8.375% senior notes due 2018 (the “2018 Notes”); 9.875% senior notes due 2017 (the “2017 Notes”); and 11.250% senior notes due 2021 (the “2021 Notes” and, together with the 2016 Notes, the 2020 Notes, the 2018 Notes, the 2017 Notes and the 2021 Notes, the “Marfrig Senior Notes”) contain certain covenants that among other things, restrict our ability to:

 dispose of assets;

 incur certain additional indebtedness and guarantees;

 prepay other indebtedness or amend other debt instruments;

 pay dividends;

 create liens on assets;

 make investments, loans, advances or capital expenditures;

 make acquisitions; and

 engage in certain transactions with affiliates.

Our ability to comply with these covenants in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to other risks identified in this Offering Memorandum. The breach of any of these covenants or restrictions could result in a default by Marfrig, which could have material adverse consequences to our or Marfrig’s financial condition and results of operations.

We will require a significant amount of cash to meet our obligations under our indebtedness and to sustain our operations, which we may not be able to generate or raise. Our ability to make principal or interest payments when due on our indebtedness, including the Notes, and to fund our ongoing operations, will depend on our future performance and our ability to generate cash, which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors, as well as other factors discussed in these “Risk Factors,” many of which are beyond our control. The Notes will mature in 2021. See “Description of the Notes.” At the maturity of the Notes, or any other debt which we may incur, if we do not have sufficient cash flows from operating activities and other capital resources to repay our debt obligations, or to fund our other liquidity needs or we are otherwise restricted from doing so due to corporate, tax or contractual limitations, we may be required to refinance our indebtedness. If we are unable to refinance all or a portion of our indebtedness or obtain such refinancing on terms acceptable to us, we may be forced to reduce or delay our business activities or capital expenditure, sell assets, or raise additional debt or equity financing in amounts that could be substantial. The type, timing and terms of any future financing will depend on our cash needs and the prevailing conditions in the financial markets. We cannot assure you that we will be able to accomplish any of these measures in a timely manner or on commercially reasonable terms, if at all. In addition, the terms of the Indenture and any future debt may limit our ability to pursue any of these measures.

Despite our current level of indebtedness, we may still be able to incur substantially more debt in the future, which may make it difficult for us to service our debt, including the Notes, and impair our ability to operate our businesses. We may incur substantial additional debt in the future. Any debt that we incur by a subsidiary that is not a Guarantor would be structurally senior to the Notes, and other debt could be secured or could mature prior to the Notes. Although the Indenture will contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, the Indenture will not prevent us from incurring obligations that do not constitute indebtedness under those agreements.

We depend on our Receivables Financing Facility to manage our liquidity and working capital. If the availability under this facility was reduced or this facility was terminated, it could have a material adverse effect on our financial position and liquidity. We have entered into an off-balance sheet Receivables Financing Facility, which permits us to sell certain receivables and draw on the facility for general corporate purposes based on the aggregate amount of receivables we have sold under the facility. We regularly use this facility to maintain our liquidity and manage our working capital, primarily by more quickly converting our receivables into cash. We currently

36 are permitted to borrow a maximum amount of £45 million at any one time under the facility. If the availability under the Receivables Financing Facility was reduced or the facility was terminated, it could have a material adverse effect on our financial position and liquidity.” See “Description of Certain Financing Arrangements—Financing Agreements—Receivables Financing Agreement.”

Risks Related to the Notes and Our Structure

The Issuer is a finance subsidiary of the Company as of the Issue Date that has no material assets nor any income generating operations of its own and will depend on cash received under (i) its Proceeds Loan in order to be able to make payments on the Notes and (ii) its Initial Proceeds Loan in order to be able to make payments on the Initial Notes. The Issuer is a finance subsidiary of the Company as of the Issue Date and was formed in order to offer and issue debt securities. The Issuer conducts no business operations of its own, and has not engaged in, and will not be permitted to engage in, any activities other than those relating to its finance activities. The Issuer has no material assets other than (i) the Proceeds Loan pursuant to which it will on-lend the proceeds of the Notes (after paying the underwriters’ discount and expenses) and (ii) the Initial Proceeds Loan pursuant to which it on-lent the proceeds of the Initial Notes to Moy Park (Newco) Limited, a subsidiary of the Company. Therefore, the Issuer will be dependent upon payments from other members of the Group to meet its obligations, including its obligations under both the Notes and the Initial Notes. We intend to provide funds to the Issuer in order for it to meet its obligations under the Notes and the Initial Notes through interest payments on the Proceeds Loan and the Initial Proceeds Loan. If the other members of the Group do not fulfil their obligations under the Proceeds Loan or the Initial Proceeds Loan, the Issuer will not have any other source of funds that would allow it to make payments to the holders of the Notes and/or the Initial Notes. The amounts available to the Issuer from the other relevant members of the Group will depend on the profitability and cash flows of such members of the Group and the ability of such members to make payments to it under applicable law or the terms of any financing agreements or other contracts that may limit or restrict their ability to pay such amounts. Various agreements governing our debt may restrict and, in some cases may actually prohibit, the ability of these subsidiaries to move cash within the Restricted Group. Applicable tax laws may also subject such payments to further taxation. In addition, the members of the Group that do not guarantee the Notes or the Initial Notes have no obligation to make payments with respect to the Notes or the Initial Notes.

The Notes will be structurally subordinated to the liabilities of non-Guarantor members of the Group. Some, but not all, of the members of the Group will guarantee the Notes. The Guarantors, taken together with the Issuer, accounted for 85.5% of our total assets as of December 31, 2014 and 77.2% of our revenue and 89.2% of our Adjusted EBITDA on a consolidated basis for the year ended December 31, 2014. Restricted Subsidiaries that will not guarantee the Notes had total third-party debt of £13.1 million as of December 31, 2014. Unless one of our subsidiaries is a Guarantor of the Notes, it will not have any obligations to pay amounts due under the Notes or to make funds available for that purpose. Generally, holders of indebtedness of, and trade creditors of, subsidiaries of the Company that are not Guarantors, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such non-Guarantor companies before these assets are made available for distribution to any Guarantor, as a direct or indirect shareholder. In the event that any non-Guarantor subsidiary of the Company becomes insolvent, enters examinership, is liquidated, reorganised, or dissolved or is otherwise wound up other than as part of a solvent transaction:

 the creditors of the Issuer (including the holders of the Notes) and the Guarantors will have no right to proceed against the assets of such company; and

 the creditors of such non-Guarantor company, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such company before any Guarantor, as a direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary.

As such, the Notes and each Notes Guarantee will be structurally subordinated to trade creditors and any preferred stockholders of the Company’s non-Guarantor subsidiaries. Subject to certain restrictions, further series of additional notes may be issued under the Indenture, which would generally vote as a single class with other series of notes issued under the Indenture, but may have interests that differ from the holders of other series of notes issued under the Indenture, including the Notes.

Each Notes Guarantee will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and enforceability. Each Notes Guarantee provides holders with a direct claim against the relevant Guarantor. However, the Indenture will provide that each Notes Guarantee will be limited to the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Notes Guarantee, as it relates to that Guarantor, voidable or otherwise ineffective or limited under applicable law, and enforcement of each Notes Guarantee would be subject to certain generally available defences. Enforcement of any of the Notes Guarantees against any Guarantor will be subject to certain defences available to Guarantors in the relevant jurisdiction. Although laws differ among these jurisdictions, these laws and defences generally include those that relate to corporate purpose or benefit, fraudulent conveyance or transfer, voidable preference, insolvency or bankruptcy challenges, financial assistance, preservation of share capital, thin capitalisation, related party transactions, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally. If one or more of these laws and defences are applicable, a Guarantor may have no liability or decreased liability under its Notes Guarantee depending on the amounts of its other obligations and the applicable law. Limitations on the enforceability of judgments obtained in New York courts in such jurisdictions could limit the enforceability of any Notes Guarantee against any Guarantor. Although laws differ among various jurisdictions, in general, under bankruptcy or insolvency law and other laws, a court could (i) avoid or invalidate all or a portion of a Guarantor’s obligations under its Notes Guarantee, (ii) direct that the holders return any amounts paid under a Notes Guarantee to the relevant Guarantor or to a fund for the benefit of the Guarantor’s creditors or (iii) take other action that is detrimental to you, typically if the court found that:

 the relevant Notes Guarantee was incurred with actual intent to give preference to one creditor over another, hinder, delay or defraud creditors or shareholders of the Guarantor or, in certain jurisdictions, when the granting of the Notes Guarantee has the effect of giving a creditor a preference or when the recipient was aware that the Guarantor was insolvent when it granted the relevant Notes Guarantee;

 the Guarantor did not receive fair consideration or reasonably equivalent value or corporate benefit for the relevant Notes Guarantee and the Guarantor was: (i) insolvent or rendered insolvent because of the relevant Notes Guarantee; (ii) undercapitalised or became undercapitalised because of the relevant Notes Guarantee; or (iii) intended to incur, or believed that it would incur, indebtedness beyond its ability to pay at maturity;

 the relevant Notes Guarantee was held to exceed the corporate objects of the Guarantor or not to be in the best interests or for the corporate benefit of or to promote the success of the Guarantor; or

 the amount paid or payable under the relevant Notes Guarantee was in excess of the maximum amount permitted under applicable law.

These or similar laws may also apply to the Notes Guarantees or any future guarantee granted by any of our subsidiaries pursuant to the Indenture.

We cannot assure you which standard a court would apply in determining whether a Guarantor was “insolvent” at the relevant time or that, regardless of the method of the valuation, a court would not determine that a Guarantor was insolvent on that date, or that a court would not determine, regardless of whether or not a Guarantor was insolvent on the date its Notes Guarantee was issued, that payments to holders constituted preferences, transactions at undervalue, fraudulent challengeable transfers or conveyances on other grounds. The liability of each Guarantor under its Notes Guarantee will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable law, including applicable fraudulent conveyance laws, or as otherwise required to comply with corporate benefit, financial assistance and other laws. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each Guarantor. There is a possibility that the entire Notes Guarantee may be set aside, in which case the entire liability may be extinguished. If a court decided that a Notes Guarantee was a preference, transaction at undervalue, fraudulent transfer or conveyance and voided such Notes Guarantee, or held it unenforceable for any other reason, you may cease to have any claim in respect of the relevant Guarantor and would be a creditor solely of the Issuer and, if applicable, of any other Guarantor under the relevant Notes Guarantee that has not been declared void. In the event that any Notes Guarantee is invalid or unenforceable, in whole or in part, or to the extent the agreed limitation of the Notes Guarantee obligations apply, the Notes would be structurally subordinated to all liabilities of the applicable Guarantor, and if we cannot satisfy our obligations under the Notes or any Notes Guarantee is found to be a preference, transaction at undervalue, fraudulent transfer or conveyance or is otherwise set aside, we cannot assure you that we can ever repay in full any amounts outstanding under the Notes. The payment of dividends or principal or interest on the Proceeds Loan to the Issuer or to service our debt obligations (including under the Notes) will reduce the distributable profits and reserves available to satisfy the obligations under the Notes Guarantees and security documents. We are under no obligation to maintain a specific level of distributable profits and reserves, and, if we have distributable profits and reserves, we may make dividend payments or payments of principal and interest on the Proceeds Loan that reduce our distributable profits and reserves to zero. We intend to make dividends and enter into intercompany loans to service indebtedness to hedge against foreign exchange fluctuations. We may not have distributable profits and reserves available to satisfy the obligations under the Notes Guarantees, whether or not we distribute dividends or enter into intercompany loans. In addition, the payment under the Notes Guarantees may require certain prior corporate formalities to be completed, including, but not limited to, obtaining an audit report, shareholders’ resolutions and board resolutions.

Insolvency laws of Northern Ireland and other jurisdictions may provide you with less protection than U.S. bankruptcy law. The Issuer and other members of the Group, including the Guarantors, are incorporated under the laws of Northern Ireland. Accordingly, insolvency proceedings with respect to any of those entities would be likely to proceed under, and be governed the relevant insolvency laws of Northern Ireland. These insolvency laws may not be as favourable to investors as the laws of the United States or other jurisdictions with which investors are familiar. For more information; see “Enforcement of Civil Liabilities.” In the event that any one or more of the Issuer, the Guarantors, any future Guarantors, if any, or any other of our subsidiaries experienced financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings. The insolvency and other laws of different jurisdictions may be materially different from, or in conflict with, each other, including in the areas of rights of secured and other creditors, the ability to void preferential transfer and certain other transactions, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict

39 among them, could call into question whether any particular jurisdiction’s laws should apply, adversely affect your ability to enforce your rights under the Notes Guarantees in these jurisdictions and limit any amounts that you may receive. See “—Each Notes Guarantee will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and enforceability.”

We may not have the ability to raise the funds necessary to finance an offer to repurchase the Notes upon the occurrence of certain events constituting a change of control as required by the Indenture and the change of control provision contained in the Indenture may not necessarily afford you protection in the event of certain important corporate events. Upon the occurrence of certain events constituting a “change of control,” the Issuer will be required to offer to repurchase all outstanding Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to the date of purchase. If a change of control were to occur requiring such offers, we cannot assure you that we would have sufficient funds available at such time to provide to the Issuer to pay the purchase price of the outstanding Notes or that the restrictions in the Revolving Credit Facility, Indenture, or our other then-existing contractual obligations would allow us to make such required repurchases. A change of control may result in an event of default under, or acceleration of, the Revolving Credit Facility and other indebtedness. The repurchase of the Notes pursuant to such an offer could cause a default under such indebtedness, even if the change of control itself does not. The ability of the Issuer to receive cash from the Company or its subsidiaries to allow them to pay cash to the holders following the occurrence of such a change of control, may be limited by our then existing financial resources. If an event constituting such a change of control occurs at a time when we are prohibited from providing funds to the Issuer for the purpose of repurchasing the Notes, we may seek the consent of the lenders under such indebtedness to the purchase of the Notes or may attempt to refinance the borrowings that contain such prohibition. If such consent to repay such indebtedness is not obtained, the Issuer will remain prohibited from repurchasing any Notes. In addition, we expect that we will require third-party financing to make an offer to repurchase the Notes upon a change of control. We cannot assure you that we will be able to obtain such financing. Any failure by the Issuer to offer to purchase the Notes will constitute a default under the Indenture, which will, in turn, constitute a default under the Revolving Credit Facility and certain other indebtedness. See “Description of the Notes—Change of Control.” The change of control provision contained in the Indenture may not necessarily afford you protection in the event of certain important corporate events, including a reorganisation, restructuring, merger or other similar transaction involving us that may adversely affect you, because such corporate events may not involve a shift in voting power or beneficial ownership or, even if they do, may not constitute a “Change of Control” as defined in the Indenture. Except as described under “Description of the Notes—Change of Control,” the Indenture will not contain provisions that would require the Issuer to offer to repurchase or redeem the Notes in the event of a reorganisation, restructuring, merger, recapitalisation or similar transaction.

There may not be an active trading market for the Notes, in which case your ability to sell the Notes may be limited. Although a trading market has developed for the Initial Notes, we cannot assure you as to:

 the liquidity of any market in the Notes;

 your ability to sell your Notes; or

 the prices at which you would be able to sell your Notes.

Future trading prices for the Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. Historically, the market for non-investment grade securities has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The liquidity of a trading market for the Notes may be adversely

40 affected by a general decline in the market for similar securities and is subject to disruptions that may cause volatility in prices. The trading market for the Notes may attract different investors and this may affect the extent to which the Notes may trade. It is possible that the market for the Notes will be subject to disruptions. Any such disruption may have a negative effect on you, as a holder of the Notes, regardless of our prospects and financial performance. As a result, there is no assurance that there will be an active trading market for the Notes. If no active trading market develops, you may not be able to resell your holding of the Notes at a fair value, if at all. The Initial Notes are listed on the Official List of the Irish Stock Exchange and are admitted for trading on the Global Exchange Market thereof. Although an application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and to trade on the Global Exchange Market, which is a regulated market of the Irish Stock Exchange, such Notes may not become or remain listed. Although no assurance is made as to the liquidity of any of the Notes as a result of the admission to trading on the Global Exchange Market, failure to be approved for listing or the delisting (whether or not for an alternative admission to listing on another stock exchange) of the relevant Notes, as applicable, from the Official List of the Irish Stock Exchange may have a material effect on a holder’s ability to resell the relevant Notes in the secondary market. In addition, the Indenture will allow us to issue additional notes in the future which could adversely impact the liquidity of the relevant Notes.

Investors may face foreign exchange risks by investing in the Notes. The Notes will be denominated and payable in pound sterling. If investors measure their investment returns by reference to a currency other than pound sterling an investment in the Notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the pound sterling, relative to the currency by reference to which investors measure the return on their investments because of economic, political and other factors over which we have no control. Depreciation of the pound sterling against the currency by reference to which investors measure the return on their investments could cause a decrease in the effective yield of the Notes below their stated coupon rates and could result in a loss to investors when the return on the Notes is translated into the currency by reference to which the investors measure the return on their investments. Investments in the Notes may also have important tax consequences as a result of foreign exchange gains or losses, if any. See “Taxation—Certain U.S. Federal Income Tax Consequences to U.S. Holders.”

You may not be able to recover in civil proceedings for U.S. securities law violations. The Issuer and the Guarantors and their respective subsidiaries are organised outside the United States, and our business is conducted outside the United States. The directors and executive officers of the Issuer and the Guarantors are non-residents of the United States. Although we and the Guarantors will submit to the jurisdiction of certain New York courts in connection with any action under U.S. securities laws, you may be unable to effect service of process within the United States on these directors and executive officers. In addition, the assets of the Issuer and the Guarantors and their respective subsidiaries and those of their directors and executive officers are located outside of the United States, you may be unable to enforce judgments obtained in the U.S. courts against assets located outside the U.S. Moreover, in light of recent decisions of the U.S. Supreme Court, actions of the Issuer and the Guarantors may not be subject to the civil liability provisions of the federal securities laws of the United States. Northern Ireland is not currently bound by a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, rendered in civil and commercial matters with the United States. There is, therefore, doubt as to the enforceability in Northern Ireland of civil liabilities based upon U.S. securities laws in an action to enforce a U.S. judgment in Northern Ireland. In addition, the enforcement in Northern Ireland of any judgment obtained in a U.S. court based on civil liabilities, whether or not predicated solely upon U.S. securities laws, will be subject to certain conditions. There is also doubt that a court sitting in Northern Ireland would have the requisite power or authority to grant remedies sought in an

41 original action brought in Northern Ireland on the basis of U.S. securities laws violations. See “Enforcement of Civil Liabilities.”

Credit ratings may not reflect all risks, are not recommendations to buy or hold securities and may be subject to revision, suspension or withdrawal at any time. One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to the structure, market, additional risk factors discussed herein and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal by the rating agency at any time. No assurance can be given that a credit rating will remain constant for any given period of time or that a credit rating will not be lowered or withdrawn entirely by the credit rating agency if, in its judgment, circumstances in the future so warrant. A suspension, reduction or withdrawal at any time of the credit rating assigned to the Notes by one or more of the credit rating agencies may adversely affect the cost and terms and conditions of our financing and could adversely affect the value and trading of the Notes. The transfer of the Notes is restricted, which may adversely affect their liquidity and the price at which they may be sold. The Notes and the Notes Guarantees have not been registered under, and we are not obliged to register the Notes or the Notes Guarantees under, the U.S. Securities Act or the securities laws of any other jurisdiction and, unless so registered, may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable laws. See “Transfer Restrictions.” We have not agreed to or otherwise undertaken to register any of the Notes or the Notes Guarantees, and do not have any intention to do so.

The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies. Unless and until Notes in definitive registered form, or definitive registered notes, are issued in exchange for book-entry interests (which may occur only in very limited circumstances), owners of book- entry interests will not be considered owners or holders of Notes. The common depository (or its nominee) for Euroclear and Clearstream will be the sole registered holder of the applicable global notes. Payments of principal, interest and other amounts owing on or in respect of the relevant global notes representing the Notes will be made to The Bank of New York Mellon, as paying agent, which will make payments to Euroclear and Clearstream. Thereafter, these payments will be credited to participants’ accounts that hold book-entry interests in the global notes representing the Notes and credited by such participants to indirect participants. After payment to the common depositary for Euroclear and Clearstream, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest in the Notes, you must rely on the procedures of Euroclear and Clearstream and if you are not a participant in Euroclear, Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of the Notes under the Indenture. Unlike the holders themselves, owners of book-entry interests will not have any direct rights to act upon any solicitations for consents, requests for waivers or other actions from holders of the Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear and Clearstream, or, if applicable, from a participant. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any matters or on a timely basis. Similarly, upon the occurrence of an event of default under an Indenture, unless and until the relevant definitive registered Notes are issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through Euroclear and Clearstream. We cannot assure you that the procedures

42 to be implemented through Euroclear and Clearstream will be adequate to ensure the timely exercise of rights under the Notes.

Investors in the Notes may have limited recourse against the independent reporting accountants. The reports of BDO on the combined historical financial information for the years ended December 31, 2011, 2012 and 2013, which are included in this Offering Memorandum, contains the following statement: “Save for any responsibility arising under paragraph 2A.11.1 of the GEM Rules, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report.” In respect of the audit report relating to the consolidated financial statements for the year ended December 31, 2014 included in this offering memorandum, BDO’s report, in accordance with guidance issued by Chartered Accountants Ireland, include the following limitations: ‘‘Our audit work has been undertaken so that we might state to the Company’s shareholders 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.’’ Investors in the Notes should understand that in making these statements the independent reporting accountant confirms that it does not accept or assume any liability to parties (such as the purchasers of the Notes) other than to those to whom such report is addressed. The U.S. Securities and Exchange Commission would not permit such limiting language to be included in a registration statement or a prospectus used in connection with an offering of securities registered under the U.S. Securities Act, or in a report filed under the U.S. Securities Exchange Act. If a U.S. court (or any other court) were to give effect to the language quoted above, the recourse that investors in the Notes may have against the independent reporting accountants based on their reports on the combined financial information could be limited. The extent to which our independent reporting accountant has responsibility or liability to third parties is unclear under the laws of many jurisdictions, including the United Kingdom. The inclusion of the language referred to above, however, may limit the ability of noteholders to bring any action against our independent reporting accountant for damages arising out of an investment in the Notes.

Provisions of the EU Savings Directive and other legislation may adversely affect your investment in the Notes. EC Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”) requires each EU Member State to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or certain other types of entities established, in that other EU Member State, except that Austria will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period it elects otherwise. Luxembourg elected out of the withholding tax system in favour of an automatic exchange of information under the Savings Directive with effect as from January 1, 2015. The Council of the European Union has adopted a Directive (the “Amending Directive”) which will, when implemented, amend and broaden the scope of the requirements described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in an EU Member State, may fall within the scope of the Savings Directive, as

43 amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by January 1, 2016, which legislation must apply from January 1, 2017.

If a payment were to be made or collected through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to the Savings Directive or any law implementing or complying with, or introduced in order to conform to the Savings Directive, neither the Issuer nor any Paying Agent nor any other person (including the Guarantors) would be obliged to pay Additional Amounts with respect to any Note as a result of the imposition of such withholding tax. Furthermore, once the Amending Directive is implemented and takes effect in EU Member States, such withholding may occur in a wider range of circumstances than at present, as explained above. The Issuer has undertaken, to the extent possible, to use reasonable efforts to maintain a Paying Agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive, which may mitigate an element of this risk if a noteholder is able to arrange for payment through such a Paying Agent. However, investors should choose their custodians and intermediaries with care, and provide each custodian and intermediary with any information that may be necessary to enable such persons to make payments free from withholding and in compliance with the Savings Directive. Investors who are in any doubt as to their position should consult their professional advisers.

Risks Related to our Ownership

The interests of our principal shareholders may conflict with your interests. The interests of our principal shareholders, in certain circumstances, may conflict with your interests as holders of the Notes. Marfrig controls our company. See “Principal Shareholders.” Our controlling shareholder is able to appoint a majority of our Board of Directors and to determine our corporate strategy, management and policies. In addition, our shareholder has control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of shareholders regardless of whether holders believe that any such transactions are in their own best interests. For example, the shareholders could vote to cause us to incur additional indebtedness, to sell certain material assets or make dividends, in each case, so long as the Indenture and any debt instruments to which we are party so permit. The incurrence of additional indebtedness would increase our debt service obligations and the sale of certain assets could reduce our ability to generate income, each of which could adversely affect holders of the Notes. In addition, in March 2014, Marfrig publicly announced that it was considering an initial public offering of certain of its international operations, including those of our company. According to Marfrig, if consummated, such sale of shares would be in furtherance of its strategy aimed at reducing debt and expediting expansion plans outside of Brazil. Marfrig stated that the process is still in an exploratory phase, and we can make no assurance as to whether any such equity offering will be consummated or as to what the timing for such an offering would be. Marfrig has stated that it would expect to continue to control our company. So long as Marfrig controls a majority of our share capital, Marfrig will continue to be able to strongly influence or effectively control our decisions. The interests of Marfrig may not coincide with your interests.

USE OF PROCEEDS

We expect the gross proceeds from the Offering to be £100.0 million. We intend to use the proceeds from the Offering to (i) make a dividend distribution and a shareholder loan to Marfrig to enable it to repay certain of its indebtedness; (ii) make a payment to Marfrig for reimbursement of corporate expenses; (iii) retain cash for general corporate purposes and possible future dividend distributions to Marfrig; and (iv) pay fees and expenses in connection with the Offering. The following table shows the estimated sources and uses of proceeds from the Offering. Actual amounts will vary from estimated amounts depending on several factors, including differences from the estimates of fees and expenses, foreign exchange rates and outstanding amounts upon repayment.

Sources Amount Uses Amount

(£ in millions) (£ in millions) Dividend distribution and a shareholder loan to Marfrig for repayment of Notes offered hereby(1) ...... 100.0...... certain of its indebtedness(2) ...... 65.6 .. Less discount on Notes offered hereby ...... 1.5 Reimbursement of corporate expenses to Marfrig (2) ...... 6.0 Cash for general corporate purposes and possible future dividend distributions to Marfrig ...... 24.9 ...... Fees and expenses(3) ...... 2.0......

Total Sources ...... 98.5 Total Uses ...... 98.5

Notes: (1) The gross proceeds of the Offering exclude payment by the purchasers of the Notes of an amount equal to the accrued interest on the Notes from and including November 29, 2014 up to (but excluding) April 17, 2015 and the issuance discount with respect to the Notes. (2) In connection with the Offering, we will make both a dividend distribution of £35.6 million and a shareholder loan of £30.0 million to Marfrig to enable it to repay certain of its existing indebtedness. We will also pay Marfrig £6.0 million as reimbursement for certain corporate expenses. (3) Reflects our estimate of fees and expenses, including discounts and other commissions, advisory and other professional fees and transaction costs, which we expect to pay in connection with the Offering.

CAPITALISATION

The following table sets forth our total combined capitalisation and certain other balance sheet data as of December 31, 2014 on an actual basis and on an as adjusted basis to give effect to the Offering and the use of proceeds therefrom, as described in “Use of Proceeds.” This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Financing Arrangements” and our historical financial information as included elsewhere in this Offering Memorandum.

As of December 31,

2014 2014

Actual As adjusted

(unaudited)

(£ in millions)

Cash and cash equivalents(1) ...... 70.6 95.5

Third-party indebtedness (including current portion) (2) Senior Notes(3) ...... 196.6 196.6 Notes offered hereby(4) ...... — 100.0 Bank borrowings ...... 12.9 12.9 Finance lease liabilities ...... 20.2 20.2 Total third-party indebtedness ...... 229.7 329.7 Group loans(5) ...... 3.9 3.9 Loans and Borrowings ...... 233.6 333.6 Total equity ...... 238.1 196.5 Total capitalisation ...... 471.7 530.1

Notes: (1) Neither the actual nor the as-adjusted amounts represent any cash or cash equivalents that the Group has generated or used since December 31, 2014. (2) We have not presented in this table third-party indebtedness represented by our Receivables Financing Facility, which is our off-balance sheet arrangement with a total committed availability of £45 million. See “Description of Certain Financing Arrangements—Financing Agreements—Receivables Financing Agreement.” In addition, we have not presented in the table indebtedness represented by a £20 million Revolving Credit Facility executed in March 2015 and that remains undrawn. See “Description of Certain Financing Arrangements—Financing Agreements—Revolving Credit Facility.” (3) This corresponds to the Initial Notes, which are presented net of unamortized fees. (4) In our financial statements, under IFRS, debt issue costs are netted against the principal amount of the debt outstanding and amortized over the life of the debt to which they relate, using the effective interest rate. We expect debt issue costs of £2.0 million associated with the offering to be amortised over the life of the Notes offered hereby. Such Notes offered hereby are shown excluding the reduction of debt issuance costs. Although the aggregate principal amount of the Notes offered hereby is £100.0 million, they are being offered at a discount of 98.501%, which similar to the debt issue costs will be amortised over the life of the Notes offered hereby. This does not include accrued interest of £2.4 million on the Notes from and including November 29, 2014 up to (but excluding) the issue date of the Notes. (5) Loans received from other Marfrig Group companies outside the Moy Park Group.

SELECTED HISTORICAL FINANCIAL DATA

The following selected historical financial data presents the financial track record of the Group has been derived from the audited historical financial information of the Company and its subsidiaries and certain affiliates, and is the consolidated historical financial information statements as of and for the year ended December 31, 2014 or the combined historical financial information as of and for the years ended December 31, 2011, 2012 and 2013 of the Group. The Historical Financial Information has been prepared: (i) in the case of the Consolidated Historical Financial Information Statements for the year ended December 31, 2014, in accordance with IFRS as adopted by the European Union; and (ii) in the case of the Combined Historical Financial Information for the three years ended December 31, 2013, on a basis that combines the results, assets and liabilities of the Company and its subsidiaries and certain affiliates by applying the principles underlying the consolidation procedures of IFRS 10. IFRS does not provide for the preparation of combined financial information, and accordingly, in preparing the Combined Historical Financial Information, certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 “Standards for Investment Reporting applicable to public reporting engagements on historical financial information” issued by the U.K. Auditing Practices Board have been applied. Data presented below for the years ended December 31, 2014 and 2013 have been derived from our audited consolidated financial statements for the year ended December 31, 2014, which was prepared in accordance with IFRS. Data presented below for the year ended December 31, 2012 have been derived from our audited combined financial statements for the years ended December 31, 2013, 2012 and 2011. The summary should be read in conjunction with the information in “Presentation of Financial Data and Non-IFRS Measures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial information included elsewhere herein.

Selected Combined/Consolidated Income Statement Data

Years ended December 31,

2012 2013 2014 (Combined) (£’000) Revenue ...... 1,282,454 1,394,356 1,421,701 U.K. and Ireland ...... 964,379 1,049,887 1,103,695 Europe ...... 318,075 344,469 318,006 Cost of sales ...... 1,170,633 1,256,864 1,262,671 Gross profit ...... 111,821 137,492 159,030 Sales and distribution costs ...... 60,877 67,856 75,750 Administration expenses ...... 28,397 33,344 39,219 Other operating costs/(income) ...... 3,537 (67) 109 Group operating profit before exceptional items ...... 19,010 36,359 43,952 Other exceptional costs ...... (47 ) (4,713) (249) Group operating profit after exceptional items ...... 18,963 31,646 43,703 Finance costs ...... (5,555 ) (4,166) (11,986) Finance Income ...... 416 467 569 Net finance costs ...... (5,139 ) (3,699) (11,417) Profit before taxation...... 13,824 27,947 32,286 Taxation ...... (5,407 ) 190 (10,479) Profit ...... 8,417 28,137 21,807

Selected Combined/Consolidated Balance Sheet Data

As of December 31,

2012 2013 2014 (Combined) (£’000) Assets Non-current assets Intangible assets ...... 208,919 205,621 203,947 Property, plant and equipment ...... 259,765 269,616 264,798 Investments ...... 100 — — Total non-current assets ...... 468,784 475,237 468,745 Current assets Biological assets ...... 40,499 44,843 47,077 Inventory...... 67,117 64,298 73,961 Trade and other receivables ...... 95,159 112,702 106,573 Cash and cash equivalents ...... 62,250 60,343 70,641 Total current assets ...... 265,025 282,186 298,252 Total Assets ...... 733,809 757,423 766,997

As of December 31,

2012 2013 2014 (Combined) Capital and reserves Total invested capital/total equity ...... 370,365 399,731 238,111 Non-current liabilities Loans and borrowings ...... 32,665 31,373 209,655 Trade and other payables ...... 1,975 1,715 1,785 Capital grants ...... 6,386 5,972 7,394 Deferred tax liabilities ...... 63,586 54,836 53,969 Total non-current liabilities...... 104,612 93,896 272,803 Current liabilities Loans and borrowings ...... 43,242 46,149 23,921 Trade and other payables ...... 215,590 217,647 232,162 Total current liabilities ...... 258,832 263,796 256,083 Total liabilities...... 363,444 357,692 528,886 Total invested capital/total equity and liabilities ...... 733,809 757,423 766,997

Selected Combined/Consolidated Cash Flow Statement Data

Years Ended December 31, 2012 2013 2014

(Combined)

(£’000) Cash flow from operating activities ...... 72,828 64,956 88,331 Cash flow from investing activities ...... (60,427) (68,611) (67,661) Cash flow from financing activities ...... (3,037) 1,685 (10,125) Net increase/(decrease) in cash and cash equivalents ...... 9,364 (1,970) 10,545 Cash and cash equivalents at beginning of period ...... 52,896 62,250 60,343 Movement in cash due to foreign exchange ...... (10) 63 (247) Cash and cash equivalents as at end of period ...... 62,250 60,343 70,641

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the historical financial information included elsewhere in this Offering Memorandum. Our audited consolidated historical financial information for the year ended December 31, 2014 has been prepared in accordance with IFRS. Our audited combined historical financial information for the years ended December 31, 2013 and 2012 has been prepared on a basis that combines the results, assets and liabilities of the Keystone Assets and the Company and its subsidiaries and certain affiliates by applying the principles underlying the consolidation procedures of IFRS 10. IFRS 10 does not provide for the preparation of combined financial information,and accordingly, in preparing the Combined Historical Financial Information, certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 “Standards for Investment Reporting applicable to public reporting engagements on historical financial information” issued by the U.K. Auditing Practices have been applied. See “Presentation of Financial Data and Non-IFRS Measures.” The following discussion contains forward-looking statements. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Offering Memorandum, particularly under “Forward-Looking Statements” and “Risk Factors.” The Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our combined accounts, which include our consolidated results as historically constituted combined with the results of the European operations of Marfrig which have historically been managed by us and which have recently been reorganised under the Company.

Overview

In the U.K. poultry market, we estimate we held a 26% market share of U.K.-sourced fresh poultry, a 50% market share of U.K. fresh coated poultry products and a 42% market share of U.K. fresh ready-to-eat poultry products, in each case based on production over the year ended December 31, 2014. In the Continental European foodservice market, we supply products to QSRs, including McDonald’s, with whom we enjoy a longstanding relationship and to whom we are a major supplier of beef and chicken for its operations in France and fruit pies for its operations across Continental Europe. We also supply chicken to McDonald’s for use in its U.K. operations. In terms of product mix, in the year ended December 31, 2014, we derived 49.8% of our revenue from fresh poultry and 50.2% of our revenue from convenience foods such as ready-to-cook, coated and ready-to- eat products. In terms of channel mix, over the same period, we derived 62.1% of our revenue from the retail market, 27.7% from the foodservice market, and the remaining 10.2% from our other markets which include sales to agricultural customers and sales of poultry on the international traded market. Our business operates across two segments: “U.K. and Ireland” and “Europe.”

Factors Affecting Our Results of Operations

Consumer Preferences and Retail Trends We derive a significant portion of our revenue and profits from the sale of poultry products to food retail customers, who resell these products to consumers in the U.K. and Ireland. Our results of operations and financial condition are therefore particularly affected by economic developments in the U.K. and Ireland that affect consumer spending generally, as well as specific factors that affect consumer demand for fresh prepared foods. One of our key areas of focus, particularly in the U.K. and Ireland, is on providing major food retailers with fresh poultry, as well as ready-to-eat, coated and ready-to-cook products, nearly all of which are sold under the retailers’ own brands. Accordingly, our results of operations and financial condition depend on our ability to enable our retail customers to anticipate and respond to trends in the retail food industry so that end consumers will purchase the products that we manufacture.

For example, traditional format retailers are increasingly turning to retailer-branded products and a growing variety of convenience products and ready-to-eat products as a way to achieve greater margins and enhance customer loyalty. Retail customers are also increasingly selling U.K.-sourced meat and poultry products in an effort to establish higher standards in quality, animal welfare and traceability, which places a premium on our ability to source poultry from England and Northern Ireland. These higher quality products tend to cost us more to produce and tend to sell at higher prices to our customers. Accordingly, these trends tend to increase both our revenues and our cost of sales, even as we work to keep margins stable. We are also actively working with established retail customers to develop new products to help meet their needs. In addition, some end consumers are also turning to discount retailers in an effort to achieve savings, and to online retailers which offer greater convenience. We actively work with discounters such as Aldi and Lidl, and online grocery retailers such as Ocado, to increase our sales volumes through these newer channels. We also derive a significant portion of our revenue from the sale of ready-to-cook, coated and ready- to-eat poultry products, as well as beef products and complementary bakery and vegetarian products, such as fruit pies, to the foodservice sector in the Continental European market as well as in the U.K. and Ireland market. We work with prominent foodservice operators across these markets. Our results of operations and financial condition are therefore also affected by economic developments in the U.K. and Ireland and Continental Europe that affect customer spending on convenience foods and meals in QSRs, as well as specific factors that affect consumer demand for poultry and beef products in such settings. We believe that consumers view poultry largely as a non-discretionary item, which is demonstrated by the fact that during the recent economic downturn the U.K. and EU poultry markets have continued to grow, as poultry is an affordable source of protein. However, general economic factors may affect consumer confidence and levels of disposable income, which could result in consumers adopting a cautious approach to food spending, and seeking to economise by taking advantage of promotional offers, price reductions and value ranges offered by retailers. When our customers initiate such promotional offers or price reductions, they often seek additional discounts from us on the prices they pay through decreased selling price and/or increased levels of rebates. Although such activities may result in increased revenue due to increased volumes, this could have a negative impact on profit margins. However, we believe that our efficient supply chain and flexible operations enable us to achieve economies of scale as a result of such increased volumes, which could partially offset any reduction in profit margin. See “—Supply Chain and Operating Fundamentals.” Consumer spending on food products is also influenced by long-term consumer trends towards health, convenience, social responsibility and pleasure. Accordingly, our future financial performance depends on our ability to develop and produce products that are in line with these consumer trends and any future trends that may develop.

Changes in Prices of Commodities Our results of operations and financial condition are affected by the cost of raw materials, and particularly the cost of animal feed grain. The cost of feed generally accounts for approximately 60% of the cost of raising live birds. The price of feed has fluctuated over the last several years. For example, the price that we paid for animal feed grain commodities in the year ended December 31, 2014 when compared with the year ended December 31, 2013 decreased by 20% for wheat, 6% for soya meal (partly due to a retailer specification change from non-genetically modified to genetically modified) and 21% for corn, resulting in a decrease of 12% in our cost of animal feed grain for the year (on an equal production volume basis), whereas in the year ended December 31, 2013 when compared with the year ended December 31, 2012, the price we paid for each of these commodities increased by 16% for wheat, 28% for NGM soya meal and 1% for corn, resulting in an increase of 14% in our cost of animal feed grain for the year (on an equal production volume basis). We expect animal feed ingredient pricing to remain volatile. In light of this volatility, we have adopted certain risk management strategies, and our hedging policy with respect to poultry feed grain ingredients has

52 evolved in recent years. At present, we estimate that approximately 76% of our commodity price risk is effectively managed, in arrangements with our customers, using a combination of (i) fixed-price arrangements, in which the price and volume of sales to a customer is fixed in advance, allowing us to hedge our commodity exposures at the time pricing is agreed, (ii) rolling feed purchase programme, in which changes in feed prices are passed on to customers as we experience them, and (iii) customer hedging mechanisms in which a hedging programme is agreed in advance, leaving 24% of the commodity price risk to be further managed by ourselves. As part of our rolling feed purchase programme, we secure, forward purchases for our wheat, soya meal and corn requirements on a regular basis. Typically forward purchase requirements will range from three months to 12 months in length. Although we believe that we have been able to successfully pass unhedged cost increases on to our customers during period of rising prices, there may be a time lag between a commodity price increase and the time it takes for an increased product price to become effective with our customers, which may have an impact on our gross profit margin during a given period. However, we believe that we continue to be successful in renegotiating price increases with our customers. In the same way that there is a time lag in price increases being obtained, our business has also historically had periods where the price of feed decreases and there has been a time lag in returning the price decrease to the customer, which allows for periods of increased profits. As a result of raw material price fluctuations and the time lag associated with negotiating price increases with customers, we believe that sequential quarterly comparisons may not be a reliable indication of our performance or how we may perform in the future.

Supply Chain and Operating Fundamentals We believe that our supply chain position in the U.K. provides us with a competitive advantage, given our vertically integrated structure, which encompasses our in-house breeding programme (which, unique among major U.K. poultry processors, includes rearing day-old grandparent stock to more effectively control parent and broiler growth trends), feed grain milling facilities, primary processing facilities and further processing capacities, as well as our relationships with the farmers who grow our birds. We also integrate, within our supply chain, the business of poultry waste and by-product processing. In addition, we believe that the integrated nature of our agriculture and manufacturing process enables us to move inventory quickly through our manufacturing facilities in both the U.K. and Ireland as well as Continental Europe and provides us with a platform to source key raw materials. Further, our leading market position and the significant sales volumes we generate provide us with strong buying power with our suppliers with which we seek to achieve economies of scale and cost efficiencies across our supply chain, allowing us to offer competitive pricing without sacrificing product quality. Finally, the relatively remote location of our farms on the islands of Ireland and Great Britain provide an additional level of bio-security and freedom from contamination and disease when compared with producers in Continental Europe, which mitigates the risk of disruption to our supply chain. We believe that these factors have positive effects on our ability to control costs and increase our margins.

Customer Relationships Although we have only a limited number of long-term contracts with our retail customers, our poultry business sells to our customers under well-established business terms. This type of customer relationship provides us with the flexibility to modify the prices we charge as the price of raw materials fluctuates. Similarly, our longer-term contracts typically contain provisions designed to mitigate the effects of shifts in commodity prices on our business. We have generally been able to achieve price increases from our customers as the price of raw materials increases, albeit with occasional delays. See “—Changes in Prices of Commodities.” As part of the general terms of business we have with our retail customers, we also enter into joint business plans with mutually agreed targets for volumes and pricing. We believe additional opportunities exist to expand our share of our retail customers’ poultry purchases, particularly within Continental Europe. We also believe opportunities exist to expand our sales of higher-margin branded products across the U.K.

53 and Continental Europe, and we have undertaken promotional activities to increase awareness of the Moy Park brand.

Much as with our retailer customers, we have only a limited number of long-term contracts with our foodservice customers, although we sell to our customers under well-established business terms and develop joint business plans with mutually agreed targets for volumes and pricing. We believe opportunities exist to expand our share of our foodservice customers’ offerings, particularly within the U.K. and Ireland, by taking advantage of the foodservice expertise within our European operations, recently enhanced by the transfer of the Keystone Assets into the Moy Park Group.

Seasonality As a whole, our business is generally subject to minor seasonal fluctuations. While product mix changes seasonally, with certain prepared foods and barbeque items selling in higher volumes during the summer, and certain prepared foods and raw turkeys selling in higher volumes around Christmas, there is generally a continued demand for poultry throughout the year. Also, cold or adverse weather conditions during the winter months may delay shipping of our products and increase energy-related expenses, while warm weather in the summer months may increase the risk of temperature-related contamination of our products. Each of these factors gives rise to the potential for seasonal fluctuations in our operating results. Seasonality is therefore a further reason, in addition to the time lags in price increases noted above in “— Changes in Prices of Commodities” why we believe that sequential quarterly comparisons may not be a reliable indication of our performance or how we may perform in the future. See “Risk Factors—Risk Relating to Our Business and Industry—Seasonal fluctuations in product demand and weather conditions may affect our business.”

Currency Fluctuations We incur a portion of our expenses, and generate a portion of our revenues, in currencies other than the pounds sterling, including most notably the euro. In each of the years ended December 31, 2012, 2013 and 2014, our sales and expenditures in currencies other than the pound sterling were largely in balance and foreign exchange fluctuations did not have a material effect on our results of operations. As our sales on the international traded market grow, we are more likely to make sales in other world currencies, such as the U.S. dollar. If in future years we are unable to match sales proceeds received in foreign currencies with costs paid in the same currency, our results of operations could be impacted by currency exchange rate fluctuations. Our financial statements are presented in pounds sterling. As a result, the assets, liabilities, revenue and expenses of all of our operations with a functional currency other than the pound must be translated into pounds at the applicable exchange rates, being the spot rate for assets and liabilities, and the average period rate for revenue and expenses. Consequently, increases or decreases in the value of the pound may affect the value of these items with respect to our non-pound sterling businesses in our financial statements, even if their value has not changed in their own currency. For example, a stronger pound sterling will reduce the reported results of operations of any non-pound sterling businesses and conversely a weaker pound sterling will increase the reported results of operations of these non-pound sterling businesses. These translations could significantly affect the comparability of our results between financial periods or result in significant changes to the carrying value of our assets, liabilities and shareholders’ funds. The effects of these translations in our combined statement of comprehensive income are recorded as exchange differences on translation of foreign operations.

Our Purchase of the Keystone Assets In April 2014, we completed the purchase of two European businesses and one related holding company from Keystone, Marfrig’s U.S.- and Asia-focused business unit, after taking over managerial direction of these businesses during the second quarter of 2013 as part of Marfrig’s plans to streamline and rationalise its businesses. The Keystone Manufacturing Ireland and McKey Food Services businesses focus on value-added meat processing, and McKey HOLDCO S.A.R.L. is a holding company. We paid KeyDutch

Investment B.V. and McKey Luxembourg S.A.R.L. £37.5 million (equivalent) in consideration for the assets, which value was established by means of an independent valuation report and was partially financed with the proceeds of the Initial Notes. The audited historical financial information contained in this Offering Memorandum has been prepared under IFRS using predecessor accounting to include Keystone Assets as if the Moy Park Group has always existed in this form even though the business combination did not occur until April 1, 2014.

Explanation of Income Statement Items Below is a summary description of the elements comprising the key line items of the income statement.

Revenue Revenue represents the consideration received from the sale of our goods to our customers in the ordinary course of business, net of discounts, value-added tax (VAT) and other sales-related taxes. Revenue is recognised when goods are delivered and title has passed. Our revenue is derived from three principal sales channels: retail, which includes sales to major food retailers, discounters and online grocers; foodservice, which includes sales to QSRs; and other, which includes sales of less popular “fifth quarter” chicken portions in the international traded market, agricultural products such as day-old chicks to farmers, and processing by- products to pet food and fertiliser manufacturers.

Cost of sales Cost of sales represents the cost of goods and services directly related to the production and manufacture of our products. This includes but is not limited to the price of animal feed grain, packaging, direct labour, energy, the cost of transferring primary products between our sites for further processing and depreciation of assets used in the manufacturing process.

Sales and distribution costs Sales and distribution costs represent the cost of transporting finished products from the production facilities to the customers and salaries of distribution employees, as well as sales, marketing and advertising costs.

Administration expenses Administration expenses represent costs which form part of the overhead of our business but which are not directly related to production. These include wages and salaries of administrative staff, IT support facilities and legal and professional costs.

Other operating costs/(income) Other operating costs/(income) includes, but is not limited to, amortisation of intangible assets, sales of old breeding stock, disposals of assets and government grants, including for employee training.

Exceptional costs Exceptional costs represents non-recurring costs, including, but not limited to, restructuring costs.

Finance costs Net finance costs represents interest payable on our bank borrowings, our finance leases and our Receivables Financing Facility, less our interest receivable from loans held by us and bank deposits.

Taxation Taxation represents amounts paid to (refunded by) tax authorities by ourselves with respect to our taxable profits and losses.

Results of Operations The following table sets out, for the periods presented, our combined income statement data. The information contained in the table below should be read in conjunction with our Historical Financial Information and related notes. Data presented below for the years ended December 31, 2014 and 2013 have been derived from our audited consolidated financial statements for the year ended December 31, 2014, which was prepared in accordance with IFRS. Data presented below for the year ended December 31, 2012 have been derived from our audited combined financial statements for the years ended December 31, 2013, 2012 and 2011.

Years ended December 31, 2012 2013 2014 (Combined) (£‘000)

Revenue ...... 1,282,454 1,394,356 1,421,701 U.K. and Ireland ...... 964,379 1,049,887 1,103,695 Europe ...... 318,075 344,469 318,006 Cost of sales ...... 1,170,633 1,256,864 1,262,671 Gross profit ...... 111,821 137,492 159,030 Sales and distribution costs ...... 60,877 67,856 75,750 Administration expenses ...... 28,397 33,344 39,219 Other operating costs/(income) ...... 3,537 (67 ) 109 Group operating profit before exceptional items ...... 19,010 36,359 43,952 Other exceptional costs ...... (47 ) (4,713) (249 ) Group operating profit after exceptional items ...... 18,963 31,646 43,703 Finance costs ...... (5,555 ) (4,166 ) (11,986 ) Finance income ...... 416 467 569 Net finance costs ...... (5,139 ) (3,699 ) (11,417 ) Profit before taxation...... 13,824 27,947 32,286 Taxation ...... (5,407 ) 190 (10,479 ) Profit for the period ...... 8,417 28,137 21,807

Discussion and Analysis of the Results of Operations The tables and discussions set out below provide a separate analysis of each of the line items that comprise our income statement for each of the periods described below. In each case, the tables present the amounts we have reported for the comparative periods and the percentage change from period to period.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 Data presented below for the years ended December 31, 2014 and 2013 have been derived from our audited consolidated financial statements for the year ended December 31, 2014, which was prepared in accordance with IFRS. The table below presents consolidated income statement data for the periods indicated, including the amount and percentage changes for the period indicated:

Years Ended December 31, 2013 2014 % Change

(£’000)

Revenue ...... 1,394,356 1,421,701 2.0

Years Ended December 31,

2013 2014 % Change

(£’000)

U.K. and Ireland ...... 1,049,887 1,103,695 5.1 Europe ...... 344,469 318,006 (7.7) Cost of sales ...... 1,256,864 1,262,671 0.5 Gross profit ...... 137,492 159,030 15.7 Sales and distribution costs ...... 67,856 75,750 11.6 Administration expenses ...... 33,344 39,219 17.6 Other operating costs/(income) ...... (67) 109 NM(a) Group operating profit before exceptional items ...... 36,359 43,952 20.9 Exceptional income/(costs) ...... (4,713) (249) (94.7) Group operating profit after exceptional items ...... 31,646 43,703 38.1 Finance Costs ...... (4,166) (11,986) 187.7 Finance Income ...... 467 569 21.8 Net finance costs ...... (3,699) (11,417) 208.7 Profit before taxation...... 27,947 32,286 15.5 Taxation ...... 190 (10,479) NM(a) Profit for the year ...... 28,137 21,807 (22.5)

Note: (a) Not Meaningful.

Revenue Revenue increased by £27.3 million, or 2.0%, to £1,421.7 million for the year ended December 31, 2014, from £1,394.4 million for the year ended December 31, 2013. The primary reasons for this were (i) the transfer of Marfrig’s European beef convenience business to Moy Park in the third quarter of 2014 and (ii) an increase in sales volumes in the U.K. and Ireland, partially offset by commodity price deflation, adverse foreign exchange rate movements and a decrease in sales volumes in Europe.

– U.K. and Ireland In the U.K. and Ireland, revenue increased by £53.8 million, or 5.1%, to £1,103.7 million for the year ended December 31, 2014, from £1,049.9 million for the year ended December 31, 2013. The primary reason for this increase was an increase in the volume of sales of coated, ready-to-eat products and beef sales following the transfer of Marfrig’s European beef convenience business in the third quarter of 2014, partially offset by reduced fresh poultry prices caused by commodity deflation. Within this geography, sales through the retail, foodservice and other channels accounted for 74%, 13% and 13% of revenue, respectively, for the year ended December 31, 2014, compared to 78%, 7% and 15% of revenue, respectively, for the year ended December 31, 2013. The primary reason for this shift in channels was higher sales volumes of fresh poultry, beef and coated products through the foodservice channel in the year ended December 31, 2014.

– Europe In Europe, revenue decreased by £26.5 million, or 7.7%, to £318.0 million for the year ended December 31, 2014, from £344.5 million for the year ended December 31, 2013. The primary reasons for this decrease were lower volumes of beef patty and savoury pie sales resulting from reduced levels of promotional

57 activities when compared to 2013 and adverse foreign exchange rate movements. Within this geography, sales through the retail and foodservice channels accounted for 18% and 82% of revenue, respectively, for the year ended December 31, 2014, compared to 16% and 84% of revenue, respectively, for the year ended December 31, 2013.

Cost of sales Cost of sales remained stable at £1,262.7 million for the year ended December 31, 2014, compared to £1,256.9 million for the year ended December 31, 2013. The primary reason for the slight increase was an increase in raw materials necessary to support an increase in sales volume, partially offset by commodity price deflation and improvements in production efficiency.

Gross profit Gross profit increased by £21.5 million, or 15.7%, to £159.0 million for the year ended December 31, 2014, from £137.5 million for the year ended December 31, 2013.

Sales and distribution costs Sales and distribution costs increased by £7.9 million, or 11.6%, to £75.8 million for the year ended December 31, 2014, from £67.9 million for the year ended December 31, 2013. The primary reasons for this increase were increased shipping costs driven by higher sales volumes, as well as increased personnel costs driven by the introduction of new sales teams in growing sales areas such as international sales, online retailers, and the department creating innovative products.

Administration expenses Administration expenses increased by £5.9 million, or 17.6%, to £39.2 million for the year ended December 31, 2014, from £33.3 million for the year ended December 31, 2013. The primary reasons for this increase were adjustments related to additional administrative support, corporate charges payable to Marfrig and increased costs for travel and insurance to support the growth of the business.

Group operating profit before exceptional items Group operating profit before exceptional items increased by £7.6 million, or 20.9%, to £44.0 million for the year ended December 31, 2014, from £36.4 million for the year ended December 31, 2013.

Exceptional income/(costs) Exceptional costs decreased to £0.2 million for the year ended December 31, 2014 from £4.7 million for the year ended December 31, 2013. The exceptional cost incurred in both years related to the transition of certain production lines from Wisbech, England to Grantham, England to achieve additional operating efficiencies.

Group operating profit after exceptional items Group operating profit after exceptional items increased by £12.1 million, or 38.1%, to £43.7 million for the year ended December 31, 2014, from £31.6 million for the year ended December 31, 2013.

Finance costs Net finance costs increased by £7.7 million to £11.4 million for the year ended December 31, 2014, from £3.7 million for the year ended December 31, 2013. The primary reasons for this were the provision for the payment of interest in connection with our Initial Notes and an adverse foreign exchange rate effect in connection with loans within the Moy Park Group.

Profit before taxation Profit before taxation increased by £4.4 million, or 15.5%, to £32.3 million for the year ended December 31, 2014, from £27.9 million for the year ended December 31, 2013.

Taxation Taxation was £10.5 million for the year ended December 31, 2014, compared to an income of £0.2 million for the year ended December 31, 2013, reflecting improved profits before tax in 2014, the release of £7.5 million deferred tax in 2013 as a result of the UK corporation tax rate reducing from 23% to 20% and increased profits for entities residing in higher rate tax jurisdictions.

Profit for the year Profit for the year decreased by £6.3 million, or 22.5%, to £21.8 million for the year ended December 31, 2014, from £28.1 million for the year ended December 31, 2013.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 Data presented below for the year ended December 31, 2013 have been derived from our audited consolidated financial statements for the year ended December 31, 2014, which was prepared in accordance with IFRS. Data presented below for the year ended December 31, 2012 have been derived from our audited combined financial statements for the years ended December 31, 2013, 2012 and 2011. The table below presents combined income statement data for the periods indicated, including the amount and percentage changes for the period indicated:

Years Ended December 31,

2012 2013 % Change (Combined) (£’000)

Revenue ...... 1,282,454 1,394,356 8.7 U.K. and Ireland ...... 964,379 1,049,887 8.9 Europe 318,075 344,469 8.3 Cost of sales ...... 1,170,633 1,256,864 7.4 Gross profit ...... 111,821 137,492 23.0 Sales and distribution costs ...... 60,877 67,856 11.5 Administration expenses ...... 28,397 33,344 17.4 Other operating costs/(income) ...... 3,537 (67) (101.9) Group operating profit before exceptional items ...... 19,010 36,359 91.3 Exceptional income/(costs) ...... (47) (4,713) NM(a) Group operating profit after exceptional items ...... 18,963 31,646 66.9 Finance Costs ...... (5,555) (4,166) (25.0) Finance Income ...... 416 467 12.3 Net finance costs ...... (5,139) (3,699) (28.0) Profit before taxation...... 13,824 27,947 102.2 Taxation ...... (5,407) 190 (103.5) Profit for the year ...... 8,417 28,137 234.3

Note: (a) Not Meaningful.

Revenue Revenue increased by £111.9 million, or 8.7%, to £1,394.4 million for the year ended December 31, 2013, from £1,282.5 million for the year ended December 31, 2012. The primary reason for this increase was an increase in sales volume in the U.K. and Ireland as well as in Europe.

– U.K. and Ireland In the U.K. and Ireland, revenue increased by £85.5 million, or 8.9%, to £1,049.9 million for the year ended December 31, 2013, from £964.4 million for the year ended December 31, 2012. The primary reason for this increase was increased revenue from fresh poultry sales driven by growth in sales volumes as well as price increases driven by inflation of commodity prices and increases in sales volumes of ready-to-eat and coated products. Within this geography, sales through the retail, foodservice and other channels accounted for 78%, 7% and 15% of revenue, respectively, for the year ended December 31, 2013, and 78%, 6% and 16% of revenue, respectively, for the year ended December 31, 2012.

– Europe In Europe, revenue increased by £26.4 million, or 8.3%, to £344.5 million for the year ended December 31, 2013, from £318.1 million for the year ended December 31, 2012. The primary reason for this was increases in poultry and beef patty sales volumes across both sales channels. Within this geography, sales through the retail and foodservice channels accounted for 16% and 84% of revenue, respectively, for the year ended December 31, 2013.

Cost of sales Cost of sales increased by £86.3 million, or 7.4%, to £1,256.9 million for the year ended December 31, 2013, from £1,170.6 million for the year ended December 31, 2012. The primary reasons for this increase were the increase in sales volume, commodity inflation caused by a drought in the U.S. and declines in feed quality impacting farm yields, all partly offset by increases in operational efficiency, including fillet yield, which is defined as weight of fillet meat in kilograms divided by eviscerated bird weight input.

Gross profit Gross profit increased by £25.7 million, or 23.0%, to £137.5 million for the year ended December 31, 2013, from £111.8 million for the year ended December 31, 2012. The primary reasons for this were the increase in sales volume and the improvements in production efficiency, with commodity price inflation largely offset by increased sales prices, helping to maintain margins.

Sales and distribution costs Sales and distribution costs increased by £7.0 million, or 11.5%, to £67.9 million for the year ended December 31, 2013, from £60.9 million for the year ended December 31, 2012. The primary reason for this was increased shipping costs driven both by higher sales volumes as well as fuel price inflation.

Administration expenses Administration expenses increased by £4.9 million, or 17.4%, to £33.3 million for the year ended December 31, 2013, from £28.4 million for the year ended December 31, 2012. The primary reason for this was investment in our growth plans through increased spending on personnel, including: the hiring of additional technical, innovation and planning personnel; the introduction of a graduate trainee scheme; related recruitment and training costs; and consultancy costs related to product innovation and employee benefit schemes.

Other operating costs/(income) Other operating costs/(income) moved to £0.06 million of income for the year ended December 31, 2013, from £3.5 million in costs for the year ended December 31, 2012. The primary reason for this was the cessation in 2013 of certain management incentive payments that had been paid in 2012 relating to performance targets established in connection with our acquisition by Marfrig.

Group operating profit before exceptional items Group operating profit before exceptional items increased by £17.4 million, or 91.3%, to £36.4 million for the year ended December 31, 2013, from £19.0 million for the year ended December 31, 2012.

Exceptional income/(costs) The Group recorded an exceptional restructuring cost of £4.71 million in the year ended December 31, 2013 related to the transition of certain production lines from Wisbech, England to Grantham, England to achieve additional operating efficiencies. This was an increase from an exceptional item of £47,000 recognised in the year ended December 31, 2012 relating to certain liabilities associated with the decommissioning of a factory in 2010.

Group operating profit after exceptional items Group operating profit after exceptional items increased by £12.6 million, or 66.9%, to £31.6 million for the year ended December 31, 2013, from £19.0 million for the year ended December 31, 2012.

Finance costs Net finance costs decreased by £1.4 million, or 28.0%, to £3.7 million for the year ended December 31, 2013, from £5.1 million for the year ended December 31, 2012. The primary reason for this was the conversion of intercompany loans into invested capital and an increase in interest receivable on bank deposits and Group Loans.

Profit before taxation Profit before taxation increased by £14.1 million, or 102.2%, to £27.9 million for the year ended December 31, 2013, from £13.8 million for the year ended December 31, 2012.

Taxation Taxation was £0.2 million for the year ended December 31, 2013, compared to a tax credit of £5.4 million for the year ended December 31, 2012, reflecting improved profits before tax in 2013 resulting in higher taxation, partially offset by lower tax rates in 2013.

Profit for the year Profit for the year increased by £19.7 million, or 234.3%, to £28.1 million for the year ended December 31, 2013, from £8.4 million for the year ended December 31, 2012.

Liquidity and Capital Resources Our financial condition and liquidity have been influenced by a variety of factors, including:

 our ability to generate cash flows from operations;

 the level of our outstanding indebtedness, and the interest we are obligated to pay on such indebtedness, which affects our financing costs;

 prevailing interest rates, which affect our debt service requirements;

 our ability to continue to borrow funds from financial institutions; and

 our capital expenditure requirements, which consist primarily of costs to maintain, improve and expand our agriculture and production facilities, and the purchase of biological bearer assets.

Our sources of liquidity have consisted mainly of the following:

 cash generated from operating activities;

 the Receivables Financing Facility;

 the Revolving Credit Facility; and

 finance leases and chattel mortgages.

Our cash requirements consist mainly of the following:

 operating costs and working capital;

 funding capital expenditures and the purchase of biological bearer assets;

 servicing our indebtedness; and

 paying taxes.

Cash Flow

Combined Cash Flow Statement Data:

Years Ended December 31,

2012 2013 2014 (Combined) (£’000) Cash flows from operating activities Profit before taxation ...... 13,824 27,947 32,286 Depreciation ...... 27,536 29,164 29,989 Amortisation of intangible assets ...... 3,305 3,298 3,274 Amortisation of biological assets ...... 24,596 27,179 30,727 Amortisation of capital grants ...... (770 ) (787) (798 ) Net finance costs ...... 5,139 3,699 11,417 Loss on disposal of assets ...... 79 429 (381 ) 73,709 90,929 106,514 Change in working capital Movement in inventory ...... (5,289 ) 2,453 (9,463 ) Movement in trade and other receivables ...... (4,467 ) (16,348) 1,279 Movement in trade and other payables ...... 14,808 2,810 5,199 Cash generated from operations ...... 78,761 79,844 103,529 Interest received ...... 416 467 162 Interest paid...... (5,555 ) (4,166) (9,458 ) Income tax paid ...... (794 ) (11,189) (5,902 ) Net cash inflow from operating activities ...... 72,828 64,956 88,331

Cash flows from investing activities Purchase of property, plant and equipment ...... (35,570 ) (38,335) (28,920 ) Sale of property, plant and equipment ...... — — 1,522 Receipt of capital grants ...... 585 373 2,220 Purchase of intangible assets ...... (164 ) — — Purchase of biological bearer assets ...... (25,278 ) (30,649) (34,706 ) Purchase of subsidiaries ...... — — (7,777 ) Net cash outflow from investing activities ...... (60,427 ) (68,611) (67,661 )

Cash flows from financing activities Cash inflow from lease financing of fixed assets ...... 5,267 7,957 6,491 Capital element of finance lease repayments ...... (9,661 ) (7,490) (7,806 ) Capital element of Group Loan receivables ...... (118 ) (393) 6,752 Capital element of Group Loans liabilities ...... (11,906 ) (450) (15,294 ) Capital element of other loans movements...... 12,596 998 (23,068 )

Years Ended December 31,

2012 2013 2014 (Combined) Capital element of 6.25% Senior Notes ...... — — 197,800 Dividends paid ...... — — (175,000 ) Movements re distribution companies(1) ...... 785 1,063 — Net cash inflow/(outflow) from financing activities ...... (3,037 ) 1,685 (10,125 )

Net increase/(decrease) in cash and cash equivalents ...... 9,364 (1,970) 10,545 Cash and cash equivalents at January 1 ...... 52,896 62,250 60,343 Movement in cash due to foreign exchange ...... (10 ) 63 (247 ) Cash and cash equivalents as at end of period ...... 62,250 60,343 70,641

Note: (1) Within McKey HOLDCO S.A.R.L., the Company disposed of its 100.0% interest in LR Services Sarl and KL Services Sarl (together, the “Distribution Companies”). As these companies do not form part of the Group, the results and assets of these entities have been excluded from the historical financial information for the years ended December 31, 2012, 2013 and 2014 presented herein. In addition, profits arising from the disposal of these companies have been excluded from the results of McKey HOLDCO S.A.R.L..

Net cash inflow from operating activities Our operating activities generated £88.3 million in net cash in the year ended December 31, 2014, an increase of £23.3 million over the year ended December 31, 2013, when we generated £65.0 million. The primary reason for this increase in the year ended December 31, 2014 was higher profits, positive movements in working capital and decreased income tax paid in 2014 when compared with 2013, partially offset by an increase in net finance costs resulting from the commencement of interest payments on the Initial Notes. Our operating activities generated £65.0 million in net cash in the year ended December 31, 2013, a decrease of £7.8 million over the year ended December 31, 2012, when we generated £72.8 million. This decrease was primarily caused by changes in working capital from an inflow of £5.1 million for the year ended December 31, 2012 to an outflow of £11.1 million in the year ended December 31, 2013, as well as an increase in taxes paid as a result of improved performance, partially offset by increased profits for the year.

Net cash outflow from investing activities Net cash outflow from investing activities was £67.7 million in the year ended December 31, 2014, a decrease of £0.9 million over the year ended December 31, 2013, when the net cash outflow was £68.6 million. The primary reason for this decrease was a decrease in capital expenditure as a result of the phasing of our capital expenditure programme and our receipt of increased capital grants in connection with investments in property, plant and equipment in Ireland, partially offset by an increase in the purchase of biological bearer assets and our purchase of the Keystone Assets in 2014. Net cash outflow from investing activities was £68.6 million in the year ended December 31, 2013, an increase of £8.2 million over the year ended December 31, 2012, when the net cash outflow was £60.4 million. The primary reason for this increase was an increase in capital expenditure and an increase in the purchases of biological bearer assets over the year.

Net cash inflow/(outflow) from financing activities We had a net cash outflow from financing activities of £10.1 million for the year ended December 31, 2014 compared to net cash inflow of £1.7 million for the year ended December 31, 2013. The primary reasons for the decrease were the payment of dividends to Marfrig and settlement of certain Group Loans payable to Keystone, partially offset by proceeds received from our offering of the Initial Notes.

We had a net cash inflow from financing activities of £1.7 million for the year ended December 31, 2013, compared to a net cash outflow of £3.0 million for the year December 31, 2012. The movement was primarily caused by an increase in cash received under finance leases, which we use to fund certain equipment in the ordinary course of business. The net cash outflow in 2012 was also impacted by the conversion of certain group loans provided by Marfrig from debt to equity.

Changes in Working Capital The following discussion focuses on the impact of movements in working capital on the Group’s cash flow. Our working capital is composed of inventory, trade payables and receivables. Movements in our working capital have historically been driven by increasing sales volumes in the periods presented, which have led to increased receivables. Over the periods presented, we have maintained relatively stable days outstanding on payables and receivables, as well as a generally stable number of inventory days. The following table sets forth our changes in working capital for the periods specified.

Years ended December 31,

2012 2013 2014 (Combined) (£’000)

Movement in inventory ...... (5,289 ) 2,453 (9,463) Movement in trade and other receivables ...... (4,467 ) (16,348) 1,279 Movement in trade and other payables ...... 14,808 2,810 5,199 Changes in Working Capital ...... 5,052 (11,085) (2,985)

The change in working capital in the year ended December 31, 2014 was an outflow of £3.0 million, compared to an outflow of £11.1 million in the year ended December 31, 2013. The primary reasons for the change were a decrease in outstanding accounts receivable in the year ended December 31, 2014 due to higher levels of prepaid expenses in 2013 and an increase in accounts payable due to better terms received from suppliers. These positive movements in working capital were partially offset by an increase in inventory from the Marfrig corned beef business transferred to us in the third quarter of 2014. Products such as corned beef tend to have a higher number of inventory days outstanding, as is common for non-fresh products. The change in working capital in the year ended December 31, 2013 was an outflow of £11.1 million, compared to an inflow of £5.1 million in the year ended December 31, 2012. The primary reason for this change was an increase in outstanding accounts receivable in the year ended December 31, 2013 due to an increase in sales volumes during the year and reduction in cash inflows from the movement in payables following a payment related to property, plant and equipment investment made during the year ended December 31, 2012 in connection with the improvement of a site in France.

Capital Expenditure The following table sets forth our capital expenditures for the periods specified.

Years ended December 31,

2012 2013 2014 (Combined) (£’000)

Capital Expenditure ...... 35,734 38,335 30,520

Note: (1) We define capital expenditure as purchase of property, plant and equipment and purchase of intangible assets. The figure presented for 2014 includes a non-cash charge relating to purchase of intangible assets totalling £1.6 million.

With respect to Capital Expenditure, we believe that approximately 60% of our investments during the three year period ended December 31, 2014 are for expansion of production capacity or improvements in operating efficiency, while the remainder is for the replacement of assets or health and safety upgrades. In the year ended December 31, 2012, our capital expenditure totalled £35.7 million. This included further development work at our Ashbourne site, the installation of equipment at our Ballymena site and an amenity upgrade and infrastructure installation at our Anwick site. In the year ended December 31, 2013, our capital expenditure totalled £38.3 million. This included improvements to our Grantham site, amenity upgrades at our Anwick site and the installation of equipment at our Craigavon site. In the year ended December 31, 2014, our capital expenditure totalled £30.5 million. This included investments in the upgrade to our Dungannon plant to increase capacity and improve efficiency, investments across our factories for replacement of R22 refrigerant as mandated by recently enacted environmental legislation, and a programme to enhance production standards at the Craigavon ready-to-eat line. In 2015, our budgeted capital expenditure is £26 million. Examples of investments we are making or plan to make in 2015 for expansion of production capacity or improvements in operating efficiency include further upgrades to our Dungannon plant and increased investments in packing automation and refrigeration.

Contractual Obligations The table below sets out our contractual obligations as of December 31, 2014, as adjusted for the issuance of the Notes. The table reflects only capital repayments and does not reflect any interest falling due under these contractual arrangements, with the exception of our Initial Notes, which include accrued interest to December 31, 2014 of £1.2 million, payable in May 2015:

up to 1- 5 More than Total 1 year years 5 years

(£‘000)

Contractual Obligation Bank borrowings ...... 12,872 10,714 2,158 — Finance lease liabilities(1) ...... 20,215 8,144 12,045 26 Group Loans(2) ...... 3,861 3,861 — — The Initial Notes ...... 196,628 1,202 — 195,426 The Revolving Credit Facility ...... — — — — The Notes offered hereby(3) ...... 100,000 — — 100,000 Total ...... 333,576 23,921 14,203 295,452

Notes: (1) We enter finance leases in the ordinary course of our business for the use of some of our operational equipment. Our finance lease arrangements are typically for a five-year period. (2) In 2012, our subsidiary Moy Park Finance received a loan from McKey Lux Sarl, a subsidiary of Marfrig, to fund capital expenditure in Henin. (3) Represents the aggregate principal amount of the Notes offered hereby.

Off-balance Sheet Arrangements Our off-balance sheet financial commitments included those from operating lease agreements, which amounted to £40.3 million as of December 31, 2014, and our Receivables Financing Facility. See note 24 to the financial statements for the year ended December 31, 2014 and “Description of Certain Financing Arrangements.”

Pension Obligations We operate a defined contribution pension plan for our employees. Costs associated with pension contributions are paid as an operating expense in the periods in which they are incurred. We have no defined benefit pension plans and no balance sheet liabilities or contingent liabilities associated with any pension plans.

Qualitative and Quantitative Disclosures about Market Risk Our activities expose us to a variety of financial risks that include the effects of changes in market prices (including foreign exchange, interest rate risk and commodity price risk), credit risk and liquidity risk. Risk management is carried out by the board of directors. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and related finance costs.

Market risk

Foreign exchange risk We operate in the U.K., Ireland, France and the Netherlands and are therefore exposed to foreign exchange risk. Foreign exchange risk arises on sales and purchases made in foreign currencies and on recognised assets and liabilities and net investments in foreign operations. We monitor our exposure to currency fluctuations on an ongoing basis. We use foreign currency bank accounts to reduce our exposure to foreign currency translation risk.

On December 31, 2014, if the pound sterling had weakened/strengthened by 10.0% against the euro and U.S. dollar with all other variables held constant, post-tax profit for the year would have been £2.2 million/£1.8 million (2013: £0.4 million/£0.3 million) higher/lower, mainly as a result of foreign exchange gains/losses on translation of euro- and U.S. dollar-denominated trade receivables, U.S. dollar-denominated borrowings and profits/losses realised in the European subsidiaries denominated in euro.

Interest rate risk Our interest rate risk arises from our borrowings as disclosed in Note 19 to the historical financial information of the Company included elsewhere in this Offering Memorandum. Where possible we seek to fix the interest rates that we pay to mitigate the risk of interest rate fluctuations. Accordingly the majority of our borrowings carry a fixed rate of interest and management believes that any interest rate risk on the remaining borrowings is not material.

Commodity price risk Our commodity price risk results from price fluctuations in the raw materials used to produce feed for our biological asset production operations. In order to minimise this risk, we have a policy of seeking professional advice from expert commodity traders and this advice is given very careful consideration and acted upon as appropriate.

Credit risk Concentrations of credit risk exist in relation to transactions with major customers. However, as the majority of these are blue chip companies, we consider there to be minimal risk of default. We have policies in place to ensure that sales of goods are made to customers with an appropriate credit history. Cash and cash equivalents are held with reputable institutions.

No credit limits were exceeded during the reporting period, and we do not expect any losses from non- performance by these counterparties. We believe that no further credit risk provision is required in excess of normal provision for doubtful receivables.

Liquidity risk Cash flow forecasting is performed in our operating entities and aggregated by group finance. Group finance monitors rolling forecasts of our liquidity requirements to ensure we have sufficient cash to meet operational needs while maintaining sufficient headroom on our undrawn committed borrowing facilities at all times so that we minimise the risk of breaching borrowing limits or covenants on any of our borrowing facilities. Such forecasting takes into consideration our debt financing plan and covenant compliance requirements on our borrowings. An analysis of our non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date is provided in Note 19 to the historical financial information of the Company included elsewhere in this Offering Memorandum.

Capital risk management Our aim is to maintain sufficient funds to enable us to make suitable investments and incremental acquisitions while minimising recourse to bankers and/or shareholders. Capital risk measures such as gearing ratios are not currently relevant to us.

Critical Accounting Judgements and Estimates The preparation of our combined financial information under IFRS requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The Directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the Combined financial information:

Depreciation and amortisation of intangible and tangible fixed assets Tangible and intangible fixed assets, except for goodwill and trade names with indefinite lives, are depreciated or amortised at historical cost using a straight-line method based on the estimated useful life, taking into account any residual value. The asset’s residual value and useful life are based on the directors’ best estimates and are reviewed, and adjusted if required, at each balance sheet date. If the estimate of useful lives was increased or decreased by one year with all other variables held constant, the depreciation charge would have been £2.0 million lower or £2.4 million higher than the charge recognised in the income statement.

Useful life of intangible assets and impairment Corporate brand names and customer relationships acquired as part of acquisitions of businesses are capitalised separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company. Certain corporate brands of the Company are considered to have an indefinite economic life because of the nature of the corporate brand names, their proven ability to maintain market leadership and profitable operations over long periods of time and the Company’s commitment to develop and enhance their value. The carrying value of these intangible assets is reviewed at least annually for impairment and adjusted to the recoverable amount if required. The group annually tests whether goodwill and intangible assets with indefinite useful lives have suffered any impairment. In testing for potential impairment, the directors must make significant judgements and estimates to determine whether the recoverable amount is less than the carrying value. The recoverable

67 amount is the higher of the fair value less cost to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the asset-specific risks. Determining cash flows requires the use of judgements and estimates that have been included in the group’s strategic plans and long-term forecasts. The data necessary for the execution of the impairment tests are based on the directors’ estimates of future cash flows, which require estimating revenue growth rates and profit margins.

INDUSTRY OVERVIEW

Certain of the projections and other information set out in this section have been derived from external sources, including reports by the U.K. Department for Environment, Food and Rural Affairs (“DEFRA”), Euromonitor, Kantar Worldpanel, British Poultry Council, Agriculture & Horticulture Development Board and European Commission publications, surveys and forecasts. These generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We believe that these industry publications, surveys and forecasts are reliable but we have not independently verified them and cannot guarantee their accuracy or completeness. The projections and forward-looking statements in this section are not guarantees of future performance and actual events and circumstances could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please see “Risk Factors” and “Forward- Looking Statements” for factors that could contribute to such differences.

Overview We estimate that for the year ended December 31, 2014, we held the leading position in the U.K. in the value-added segments of chilled ready-to-eat poultry products (with a 42% market share) and chilled fresh coated poultry products (with a 50% market share), both of which are generally higher-growth and higher- margin segments compared to fresh poultry. We estimate that we are the second largest poultry producer in the U.K., with a market share of 26% of fresh poultry production in the year ended December 31, 2014 with more than twice the market share of the third largest competitor. We also have a strong presence in France, notably in the foodservice channel. We compete with a number of other operators in each of our product lines, including 2 Sisters, Faccenda, Cargill Meats Europe (Sun Valley), Banham and others. Our largest competitor in the U.K. market is 2 Sisters. We compete with 2 Sisters and other poultry and processed food businesses in terms of the quality of our service, including on-time delivery, quality of product delivered and the ability to meet customers’ orders, as well as our ability to make capital investments in order to continue to offer quality and innovative products to the customer.

There is a large market for poultry in Europe and particularly in the U.K. where it is the highest-selling meat with sales of £6.9 billion in 2013 according to the British Poultry Council. Poultry compares favourably to other types of food products and has demonstrated resilience to economic cycles, exhibiting limited sensitivity to changes in macroeconomic conditions. Demand for poultry products is underpinned by several long-term trends which management believes will continue to drive sector growth. These macro-trends include (i) increasing consumer preference for chicken meat, as a healthy, affordable and versatile alternative to red meat, (ii) continued focus on quality, environmental and welfare standards, (iii) growing consumer demand for locally farmed birds and (iv) an expected increase in U.K. population. This section summarises the trends, growth and dynamics in the U.K., our main market, with a focus on chilled ready-to-eat and chilled fresh coated poultry categories.

U.K. Poultry Market We estimate that we are the second largest producer in the overall U.K. poultry sector in terms of production volumes with a 26% share of U.K.-sourced fresh poultry in the year ended December 31, 2014. The U.K. poultry market comprises chicken, turkey, duck and game products sold to the retail and foodservice channels. According to Euromonitor, in 2014 approximately 587,500 tonnes of poultry were sold in the U.K., higher than any other meat, including beef and veal (354,700 tonnes) and pork (247,500 tonnes). In addition, poultry is one of the least expensive proteins (19% cheaper than pork and 74% cheaper than beef, per tonne).

According to Euromonitor, the U.K. poultry market has consistently outpaced the overall U.K. meat market in the last 5 years, growing by 2.8% between 2009 and 2014 in volume terms, while the overall meat market showed no growth over the same period. According to the Agriculture & Horticulture Development Board, DEFRA has found that poultry is the U.K.’s most consumed meat, which accounted for 40% of total meat consumption in 2014 with pork (30%), beef and veal (23%) and lamb, mutton and goat (7%) making up the rest. According to Euromonitor, poultry consumption per capita in 2014 stood at 9.1 kg. versus 5.5 kg for beef and veal, 3.8 kg for pork, and 1.9 kg for lamb, mutton and goat. Poultry production in the U.K. has experienced consistent long-term growth in recent years, with 16.5 million birds processed per week as at December 2014, from 14.5 million birds per week in December 2008, according to DEFRA. We estimate that U.K. poultry production is forecasted to increase to 19.1 million birds per week by December 2016, an increase of 7.9% in less than 2 years from now.

Bird Kill Per Week (millions) +1.4m birds

+3.0m birds 19.1m Poultry 17.7m

14.7m Pork¹ Beef¹

Jan-08 Feb-15 Dec-16

Source: DEFRA U.K. broiler slaughter (rolling weekly average) ¹ Pork and Beef by U.K. sales volume (kTon) indexed to 2008. The industry has shifted in favour of locally farmed birds, which accounted for approximately 65% of total poultry products consumed in the U.K. in 2014, with the remaining approximately 35% being imported from other countries, according to management estimates. As retailers and QSR chains continue to promote British-reared birds to appeal to consumer concerns about quality, traceability and environmental and welfare standards, management expects that the penetration of locally farmed poultry in the U.K. market will continue to increase.

35% of U.K. Poultry is Still imported

Millions of birds

Imported

35%

U.K. Produced

65%

Source: Management estimates in conjunction with third-party data. According to Euromonitor, in 2014 meat products (poultry, pork, beef & veal, lamb, mutton & goat) were distributed through three main channels in the U.K., namely retail (78.9%), foodservice/QSR (16.5%) and institutional (4.6%). The U.K. poultry sector has undergone significant consolidation led by Marfrig and 2 Sisters. Since 2008, Marfrig has acquired us as well as O’Kane Poultry Limited and 2 Sisters Food Group has acquired Vion Food Group. There is now a high level of acceptance of private label products among consumers. According to Euromonitor, private label products already account for the majority of retail chilled processed meat sales in the U.K. (63% in 2014 versus 60% in 2009). Management believes that this proportion will continue to increase, driven by retailer efforts to build their own brand loyalty among consumers.

U.K. Chilled Ready-to-Eat Poultry Market We estimate that we are the market leader in the chilled ready-to-eat market in the U.K. with a 42% share. The U.K. chilled ready-to-eat poultry market mainly comprises processed chicken products sold in chilled cabinets (in modern and traditional retail channels), which do not require any cooking preparation other than heating. According to Kantar Worldpanel, retail sales of chilled ready-to-eat poultry products in the U.K. amounted to £332 million in the 52 weeks to January 4, 2015, having grown at a CAGR of 7.9% between 2010 and 2014. Management believes that the main consumption drivers for this segment include: (i) consumers’ interest in convenience food; (ii) development of out-of-home consumption in line with modern lifestyles; (iii) reduced time allocated to meal preparation favouring practical and ready-to-use products, such as cooked poultry-based ready meals; and (iv) a trend towards healthy products, including poultry meat-based products, as well as the use of natural ingredients, with no additives.

U.K. Market Growth of Chilled Ready-to-Eat Poultry

UK market value (£m)

6.7% CAGR

7.9% CAGR

Source: 10A, 14A per Kantar Worldpanel. 14A refers to 52 weeks to January 4, 2015 and this relationship holds for previous years. 15E-18E per management estimates.

U.K. Chilled Fresh Coated Poultry Market We estimate that we are the market leader in the chilled fresh coated market in the U.K. with a 50% share.

The U.K. chilled fresh coated poultry market mainly comprises breaded or battered chicken products sold in chilled cabinets (in modern and traditional retail channels). Coatings have several benefits: they not only create a typical taste and texture, but also slow down product’s moisture/weight loss, reduce lipid oxidation and discolouration, and enhance product appearance. This segment was valued at £275 million retail sales in the 52 weeks to January 4, 2015 by Kantar Worldpanel, having grown at a 4.5% CAGR from 2010 to 2014. Coated poultry products continue to be in high demand by U.K. consumers, who are familiar with these products (due in part to the widespread presence of fast food chains such as KFC) and appreciate their taste, texture and convenience. Management believes that the main consumption drivers for this segment include: (i) popularity of affordable meal options and convenience foods among consumers; (ii) reduced time allocated to meal preparation favouring practical and ready-to-use products, such as breaded and battered products; and (iii) a trend towards healthy products, including poultry meat based products, as well as the use of natural ingredients, with no additives. We believe that the many coating options available today generate opportunities to create differentiated, higher-value products. The sector is no longer limited to plain breaded or battered products, but includes crispier coatings and flavoured coatings.

U.K. Market Growth of Chilled Fresh Coated Poultry

UK market value (£m)

7.8% CAGR

4.5% CAGR

Source: 10A, 14A per Kantar Worldpanel. 14A refers to 52 weeks to January 4, 2015 and this relationship holds for previous years. 15E-18E per management estimates.

Fast Food Markets in the U.K. and France The fast food sector comprises restaurants serving ‘‘on-the-go’’ food such as hamburgers, sandwiches, kebabs, fried chicken, french fries, sushi, or pizza. The segment includes both chained operations and independent, family-owned outlets. Management believes this segment benefits from several long-term trends, including (i) the continuous decrease in the average time dedicated to eating a meal, (ii) increasing demand for affordable meals by cost conscious consumers, (iii) increased density of fast food restaurant chains which continue to gain market share over independents and (iv) increasing average ticket price driven by pricing and product mix.

U.K. According to Euromonitor Consumer Foodservice Industry Research edition of May 2014, overall U.K. fast food retail sales amounted to £14.9 billion in 2013, having grown at a CAGR of 2.0% from 2007 to 2013 and sales are expected to increase at a CAGR of 2.9% between 2013 and 2018. Subway is the largest fast food chain in the U.K. with 1,752 stores in the country in 2014 according to Euromonitor, followed by Greggs (1,650 stores) and McDonald’s (1,222 stores).

France According to Euromonitor, retail sales in the French fast food sector amounted to €9.8 billion as of 2013 and are expected to increase at a CAGR of 2.3% between 2013 and 2018. McDonald’s is the leading fast food chain in France according to Euromonitor, with a market share of 45.0% and over 1,250 stores across the country in 2013. It is followed by Subway (500 stores), Quick (386 stores), La Brioche Dorée (384 stores) and Paul (334 stores).

BUSINESS

Overview We are a leading and highly regarded U.K. food company, providing fresh, high quality and locally farmed poultry and convenience food products. We have operated in the U.K. and Ireland retail market for over 50 years and deliver a range of fresh, ready-to-cook, coated and ready-to-eat poultry products to major retailers and large foodservice customers throughout the U.K., Ireland and Continental Europe. Our retail customers include each of the 10 largest supermarkets in the U.K., such as Tesco, Sainsbury’s, Waitrose, Morrisons, Aldi and Lidl, as well as major retailers in Continental Europe, including Carrefour and Picard. We also produce poultry products, beef patties, bakery items and vegetarian products for delivery primarily to quick service restaurants, or QSRs, across Continental Europe, the U.K. and Ireland, including McDonald’s, KFC and Quick. As of December 31, 2014, we employed approximately 12,000 full-time equivalent staff, and for the year ended December 31, 2014, we processed an average of 4.5 million birds per week, produced 565,000 tons of products and generated revenue of £1.4 billion and Adjusted EBITDA of £107.9 million.

We have a vertically integrated poultry production platform which is comprised of farms (contract, owned, under poultry rearing agreements or under tenancy), hatcheries, feed mills, production plants and processing plants which give us significant control of poultry rearing and processing, beginning with grandparent stock through to the broilers from which the majority of our products are produced. We have agricultural operations primarily based in Northern Ireland and England, where we maintain long-term relationships with over 750 farmers, which form an integral part of our supply chain. We not only own and operate farms but also operate seven hatcheries, three feed milling plants, and four primary processing plants. We also operate 10 further processing plants across the U.K., Ireland, France and the Netherlands, from which our products are shipped for distribution to our customers. The control provided by our vertically integrated poultry production platform contributes to the traceability and high quality of our products, and allows us to adapt quickly to fluctuations in demand. In the U.K. poultry market, we estimate we held a 26% market share of U.K.-sourced fresh poultry, a 50% market share of U.K. fresh coated poultry products and a 42% market share of U.K. fresh ready-to-eat poultry products, in each case based on production over the year ended December 31, 2014. In the Continental European foodservice market, we supply products to QSRs, including McDonald’s, with whom we enjoy a longstanding relationship and to whom we are a major supplier of beef and chicken for its operations in France and fruit pies for its operations across Continental Europe. We also supply chicken to McDonald’s for use in its U.K. operations. In terms of product mix, in the year ended December 31, 2014, we derived 49.8% of our revenue from fresh poultry and 50.2% of our revenue from convenience foods such as ready-to-cook, coated and ready-to- eat products. In terms of channel mix, over the same period, we derived 62.1% of our revenue from the retail market, 27.7% from the foodservice market, and the remaining 10.2% from our other markets which include sales to agricultural customers and sales of poultry on the international traded market.

Our business operates across two segments: “U.K. and Ireland” and “Europe.”

foodservice customers. Other customers include agricultural customers, customers in the international traded poultry market and purchasers of poultry by-products.

Our Competitive Strengths

Leading poultry producer benefitting from attractive structural growth trends Available market data suggests that poultry has been and is expected to be the fastest growing segment of the animal protein market in the U.K. According to Euromonitor, the U.K. poultry market has consistently outpaced the overall U.K. meat market in the last five years, growing by 2.8% between 2009 and 2014 in volume terms, while the overall meat market showed no growth over the same period. The growth of this market has historically been driven by a number of factors, including the perception among consumers of chicken as an affordable, versatile and healthy food product, and its acceptability as an animal protein source among all the major religious groups in the U.K. The industry has shifted in favour of locally farmed birds, which accounted for approximately 65% of total poultry products consumed in the U.K. in 2014 according to management estimates. We expect consumer demand for traceable, locally farmed food that meets high animal-welfare standards to drive growth in the future. Our convenience business has also benefited from a trend towards ready-made meals and other convenience products, with consumers increasingly seeking to reduce the amount of time spent planning and preparing meals, supporting demand for easy-to-prepare and ready-made meal options. Our vertically integrated poultry production platform, which encompasses three generations of birds raised in the U.K., has allowed us to capitalise on these trends and meet growing demand in the U.K. for traceable, locally sourced poultry reared to a high standard. We estimate that for the year ended December 31, 2014, we held the leading position in the U.K. in the value-added segments of chilled ready-to-eat poultry products (with a 42% market share) and chilled fresh coated poultry products (with a 50% market share), both of which are generally higher-growth and higher-margin segments compared to fresh poultry. We estimate that we are the second largest poultry producer in the U.K., with a market share of 26% of fresh poultry production in the year ended December 31, 2014 and more than twice the market share of the third largest poultry producer. We also supply poultry products to foodservice and retail customers in Continental Europe and, in addition to our poultry business, supply products such as beef patties, bakery and dessert items to foodservice customers in Continental Europe. We believe we are well positioned in the U.K., Ireland and Continental Europe to increase our product sales to foodservice customers, particularly in the U.K. and France, by capitalising on our platform to take advantage of opportunities in these large and growing markets.

75 two of our top five retail customers. We regularly collaborate with our retail customers to enhance the sales, marketing and merchandising of our various product lines by, among other things, employing dedicated chefs to work with our major retail customers to design innovative products, and by coordinating marketing campaigns. We also embed members of our team with our retail customers to coordinate order flow production and delivery of products to meet their supply needs. In addition to leveraging off of our extensive range of products sold by our retail customers under their own brand names, we are also able to deepen our customer relationships through our stable of branded products, including those under our Moy Park poultry brand, which is well known in Northern Ireland and Ireland, and the Castle Lea and O’Kane brands of prepared, breaded and ready-to-eat products which are sold across the U.K.. We also have an exclusive licence to offer Jamie Oliver-branded, ready-to-cook poultry meals in the U.K.. In addition to providing us with a wider product offering and an additional source of revenue, our brand portfolio allows us to showcase new and innovative products to our retail customers and demonstrate consumer demand for new product categories and formats. We also have strong and established relationships with some of the leading QSRs in Continental Europe, the U.K. and Ireland, including McDonald’s, KFC and Quick, who together accounted for 21% of our revenue in the year ended December 31, 2014. Our existing long-term relationships and offering of our core poultry and beef products have allowed us to expand our product offerings to include complementary non- meat categories such as bakery and dessert items. As with our retail customers, we work closely with our foodservice customers on quality and innovation. We believe that we have been able to achieve success with our key customers by providing high quality products, satisfying customer demand for high animal welfare standards, providing consistently punctual delivery service, flexible production planning and scale, new product innovation, and technologically advanced facilities.

Comprehensive and high quality poultry production platform We benefit from a high quality, vertically integrated poultry production platform, which provides us with the ability to control the conditions under which our poultry is raised, from the sourcing, housing and raising of our poultry stock to the composition of their feed mixture. Our vertically integrated production platform is designed to meet our customers’ strict requirements for the highest animal welfare and food quality standards in the industry and increasing demand for locally sourced birds from traceable stock. We have our own comprehensive breeding operation which utilises grandparent breeding stock supplied by Aviagen, a leading supplier of poultry breeding stock who has been our partner for over 50 years, to breed and hatch chicks in our seven hatcheries. Our chicks are then transported to our network of more than 750 farmers who raise them to maturity. Of these farmers, 83% (representing 44% of bird production by volume in terms of farm area) are located in Northern Ireland (where we are the largest operator), an attractive farming region that we believe is among the most secure in Europe with respect to biosafety and protection from disease. We believe our long-term relationships with our farmers enable us to ensure that the conditions under which our birds are raised are among the highest quality and most humane in the food industry, including with respect to environmental enrichment, windowed housing and welfare-friendly transportation. We also have in-house feed milling operations representing 50% of our feed supply, which allows us to control our birds’ diet for health, production, quality and efficiency. This vertically integrated production platform has allowed us to build our reputation as a trustworthy source of locally grown fresh poultry and other poultry products. Our production platform also includes four well invested primary processing plants in the U.K. dedicated to the primary processing of live birds and 10 further processing plants located across the U.K., Ireland, France and the Netherlands involved in the further preparation of poultry and other products for delivery to our retail and foodservice customers. From this production platform, we supply 2,427 different products. In and over the year ended December 31, 2014, we processed an average of 4.5 million birds per week. The scale of our operations allows us to take advantage of operational efficiencies in logistics and

76 processing to contain costs and grow production capacity efficiently, while maintaining the flexibility to adjust production in order to meet changes in customer demand, and to meet customers’ seasonal demand for turkeys and other products. Our production facilities are inspected and/or audited by numerous government agencies as well as customers and third-party organisations, and we have obtained accreditations from the following bodies in recognition of the high food production standards we uphold: The Food Standards Agency, the British Retail Consortium, Bord Bia (Irish Food Board) and Red Tractor Assured Chicken Production.

A well invested asset base supporting sustainable EBITDA growth and strong Free Cash Flow In recent years, we have managed our investment programme in order to ensure that our primary processing and further processing facilities are well invested and compliant with all relevant governmental health and safety regulations and customer-driven standards of quality. Between January 1, 2012 and December 31, 2014, we have made Capital Expenditure in the amount of £104.6 million, in connection with the redevelopment of the Orleans beef processing plant located in France, adding new ready-to-eat processing capacity to the Grantham plant and other projects. These projects have improved our production capacity and efficiency, animal welfare measures and environmental and health and safety features. We believe that our operations are now among the most modern in terms of animal welfare and provide capacity for significant future growth in line with our existing capital expenditure plan. Our four primary processing plants processed an average of 4.5 million birds per week in the year ended December 31, 2014. We intend to increase our farming base in cooperation with our farmers in order to increase capacity without the need for significant additional Capital Expenditure over the next two years. In line with our existing capital expenditure programme, we made Capital Expenditure investment of £30.5 million in 2014. We believe that these investments position us to grow EBITDA and support Free Cash Flow in the near to medium term. As a result of disciplined monitoring of our working capital and Capital Expenditure, we have been successful in converting EBITDA into operating cash flow. In the years ended December 31, 2012, 2013 and 2014, our Free Cash Flow was £18.5 million, £15.5 million and £39.7 million, respectively. Over the same period, our Cash Conversion Rate was 24.8%, 16.3% and 36.8%, respectively.

Our Strategy

Increase foodservice penetration in the U.K., Ireland and Continental Europe We believe that we are well positioned to utilise our poultry production platform in the U.K. and our multi-product foodservice expertise in Continental Europe to increase our sales to foodservice operators in the U.K., including QSRs. In the year ended December 31, 2014, 21% of our revenue were to our three largest QSR customers, McDonald’s, KFC and Quick. The majority of these sales were in Continental Europe. However, we believe that we can increase penetration in the U.K. foodservice market by utilising our production capacity in Continental Europe, our expertise in beef and non-poultry products in that market (recently reinforced by the transfer of the Keystone Assets into the Moy Park Group, which provided us with a meat processing business in Europe servicing the foodservice market), as well as our relationships with the European operations of international QSRs, to increase sales of those products in the U.K.. We believe there is also significant scope in the Continental European market to increase our sales to new retail and foodservice companies, and our sales and marketing teams have identified a number of potential customers whom we intend to target for further sales in the near term.

78 development team and an executive chef to continue to develop new ideas for value-added products across our range, and share those insights with our customers in order to drive sales. We have included new innovative products in our portfolio every year during the last 5 years with a growing new product development pipeline. Examples of recent innovative product ranges in the U.K. retail market include the introduction of Jamie Oliver ready-to-cook meals in 2011, Moy Park Meals in 2012, Moy Park Snacking in 2013 and the Moy Park Kitchen Good to Go line of meals in 2014. We intend to increase our pace of innovation across the retail and foodservice sectors in order to keep pace with consumer preferences and to continue to grow the business. In the foodservice market, we have worked closely with our customers to improve existing offerings and to develop new product ranges. We expect to continue to work with our customers to develop innovative products to appeal to the end consumer.

History and Organisation The Company traces its roots to a farm called Moygashel, which was established in 1943 in County Tyrone, Northern Ireland, and which was involved in many aspects of farming including the production of dairy products, potatoes and eggs. From these origins, we expanded our operations, most notably through the opening of a new primary processing plant near Dungannon in 1975, which became the first chicken processing factory in Ireland to be granted an EEC export licence. We also focused on strategic acquisitions, notably the acquisition of Kew House Farm in 1980, which gave us our first factory in England. In 1984, Moy Park was sold to the directors by Courtaulds and, in 1996, Moy Park became part of the Global OSI Group. Between 1998 and 2006, we undertook a number of steps to grow the business, including:

 The acquisition of former Cuisine de Licques plant in Marquise, France and of the factory at Henin Beaumont near Lille (“Henin”), having been joint owner since 1991 (1998);

 The refurbishment and expansion of the primary plant at Dungannon. The refurbished site was capable of portioning over half a million birds per week (1999);

 Two acquisitions which helped to double our total production capacity (2004); and

 The opening of the Anwick factory following a complete redevelopment of the site which raised capacity initially to 1.4 million birds per week (2006).

In 2008, we were acquired by Marfrig, our 100.0% shareholder. Under Marfrig’s ownership, we continued to expand, with the acquisition of O’Kane Poultry Limited in 2010, which gave us a foothold in the turkey sector, and completing the redevelopment of the Ashbourne facility in 2011. This redevelopment resulted in a new primary processing factory with, among other things, improved bird welfare facilities, improved environmental features and improved employee health and safety measures. In 2011, we formed a partnership with Jamie Oliver pursuant to which we sell a range of Jamie Oliver- branded ready-to-cook chicken products. In 2013, we announced plans to invest in our Grantham food processing site in Lincolnshire and completed the redevelopment of our Orleans, France, beef processing plant.

In 2014, we completed the transfer of the Keystone Assets, which we expect will help to facilitate the continued development of our business operations in Continental Europe.

On May 29 2014, we completed the offering of the Initial Notes. See “Description of Certain Financing Arrangements—Initial Notes.”

Segments We are a leading and highly regarded U.K. food company and believe we are the U.K.’s second largest poultry producer. We produce a combination of retailer labelled and branded fresh poultry and convenience foods. Our business operates across the following two segments: “U.K. and Ireland” and “Europe”:

U.K. and Ireland The U.K. and Ireland segment provides fresh poultry (including chicken and turkey), ready-to-cook poultry, coated and ready-to-eat poultry products, as well as agricultural products (including hatching eggs and day old chicks) to retail, foodservice and other customers in the U.K. and Ireland. Our U.K. and Ireland segment represented 77.6% of our revenue in the year ended December 31, 2014 with U.K. and Ireland sales of fresh poultry and agricultural products representing 63.9% of our segment revenue and U.K. and Ireland sales of convenience food product lines representing 36.1% of our revenue. For the year ended December 31, 2014, 74% of the U.K. and Ireland segment revenues was derived from sales to retail customers, 13% was derived from other customers and 13% was derived from sales to foodservice customers. Other customers include agricultural customers, customers in the international traded market for poultry portions and purchasers of the by-products of poultry processing.

Products The U.K. and Ireland segment produces fresh poultry, including chicken and turkey, which can be supplied plain or ready-to-cook (such as rotisserie and barbeque). It also produces coated products such as chicken Kievs, chicken burgers and chicken steaks and ready-to-eat products such as roast cooked meats, cooked sliced meat and snacking products. Ready-to-eat products include cooked whole birds, breasts and portions, cooked sliced meats including corned beef, cooked bacon and pork products. The U.K. and Ireland segment also produces chicken livers, chicken feet and other products which we refer to as “Fifth Quarter” products, which are sold internationally in the traded market.

Customers The U.K. and Ireland segment’s fresh poultry sales are divided between retail customers, foodservice customers and other customers. Its customers include Aldi, Asda, Centra, The Cooperative, Dunnes Stores, Iceland Foods, Lidl, Marks & Spencer, Morrisons, Sainsbury’s, SuperValu, Tesco and Waitrose in the retail market, and KFC, McDonald’s, Nando’s, IKEA, McCain and Quick in the foodservice market. The U.K. and Ireland segment also sells broiler hatching eggs and parent hatching stock to agricultural customers. The segment also sells poultry by-products or offal, which are composed of the remnants from the processing of chickens and turkeys, to pet-food manufacturers and rendering plants. The U.K. and Ireland segment’s convenience food sales are divided between retail customers and foodservice customers.

Continental Europe The Europe segment provides processed poultry, processed meat (including beef patties) and complementary products, such as fruit pies and bakery products, to customers in the foodservice and retail markets in Continental Europe. The Europe segment represented 22.4% of our revenue in the year ended December 31, 2014, with customers in France being the most significant. Over the same period, 81.5% of the Europe segment’s revenue was derived from sales to foodservice customers and 18.5% was derived from sales to retail customers.

Products The Europe segment is subdivided into Kitchen Range Foods, Moy Park France and Beef Europe. Kitchen Range Foods produces bakery and vegetarian products such as formed vegetables, coated vegetables, Quorn products, fruit pies, coated cheese and donuts and other complementary products such as spring rolls, cheese and vegetable-based finger foods. Moy Park France supplies poultry and pork products to foodservice and retail outlets. Beef Europe produces beef patties for sale to McDonald’s’ European operations.

Customers The Europe segment’s sales are divided between retail customers (18.5%) and foodservice customers (81.5%). These customers include Carrefour in the retail market and McDonald’s and Quick in the foodservice market.

Customer and Product Highlights by Segment

Segment U.K. and Ireland Europe

Convenience Moy Park Product Line Fresh Poultry Foods Kitchen Range France Beef Europe Product Highlights ...... Fresh whole chickens...... Chicken Kievs...... Fruit pies Pork Products Beef patties Fresh chicken parts Chicken Steaks Formed and Poultry Products “Fifth Quarter” traded Chicken Burgers Vegetable portions Ready-to-eat Products Fresh turkeys products Quorn Products Day-old live chicks Donuts Ready-to-cook chicken preparations Customer Highlights ...... Retail: ...... Retail: ...... Burger King and Burger King, McDonald’s Aldi, Aldi, McDonald’s Carrefour, Asda, Asda, McDonald’s and The Cooperative, The Cooperative, Quick Dunnes Stores, Dunnes Stores, Iceland Foods, Iceland Foods, Lidl, Lidl, Marks & Spencer, Marks & Spencer, Morrisons, Morrisons, Sainsbury’s, Sainsbury’s, Tesco and SuperValu, Waitrose Tesco and Waitrose Foodservice: Foodservice: KFC, KFC, Nando’s and McDonald’s and Pizza Hut Pizza Hut

The Moy Park Farming Way The Moy Park Farming Way summarises what we believe makes us unique in the poultry industry:

 a pioneer of breeding and farming standards in the development of higher welfare chicken;

 a clear agriculture focus to help ensure a strong and sustainable supply of fresh, high quality and locally farmed poultry; and

 the development of award-winning agricultural training programmes and support for all of our farmers to develop a successful career in farming.

As part of our core principles, we are committed to providing the highest standards of animal husbandry, welfare and biosecurity. Stockmanship, plus the training and supervision necessary to achieve the required standards, are key factors in the handling and care of our birds. We are committed to pioneering industry-leading initiatives to improve our farms and the welfare of our birds such as: environmental enrichment; windowed housing; provision of activities (e.g. perches and bales); feed mills and organic feed; welfare-friendly de-loading; tree planting; farm development and investment; and organic and free range birds. We are also committed to ensuring that all of our birds experience the best conditions possible and we work closely with our farmers to support them in providing a high standard of welfare for our birds. Our chicken farmers are part of a number of independent assurance schemes such as Red Tractor Assured Chicken production and Bord Bia. In order to maintain and ensure consumer safety and global food safety and security, we are committed to supporting our farmers, through ongoing training, education and personal development. Our product development team is primarily responsible for the development of new and innovative products and concepts that suit the individual needs of our customers, and the tastes of end consumers. The food development team is composed of 54 individuals. We have included new products every year during the last five years with a growing product development pipeline. Examples of recent innovative product ranges in the U.K. retail market include the introduction of Jamie Oliver ready-to-cook meals in 2011, Moy Park Meals in 2012, Moy Park Snacking in 2013 and the Moy Park Kitchen Good to Go line of meals in 2014. Our marketing function focuses on strategic initiatives aimed at developing profitable sales opportunities. We work closely with our retail and foodservice customers to identify products that appeal to the end consumer and interfaces directly with our customers to develop products that meet individual customer needs and preferences. We also use our own brands to bring to market products that have not yet been embraced by retail or foodservice customers. This allows us to demonstrate demand for new products and product categories to our retail and foodservice customers.

Marketing expenditure for the year ended December 31, 2014 was £7.7 million, reflecting in particular the importance of innovation lead development and promotion of our products and brands to our growth strategy. Brand marketing is focused on establishing our brands through consistent quality and product innovation as well as developing relationships with key customers. In recent years, we have built strong brands with high levels of brand recognition in the markets in which such brands are sold, including Moy Park, Castle Lea, O’Kane Limited and the Moy Park’s Jamie Oliver range. We believe the development of our brands is important as it provides customers with confidence in the quality and consistency of our products. We believe that our brands can be expanded throughout the U.K. and Europe, which provides the opportunity to sell higher-margin products in our traditional markets.

Production Process

Supply Chain Management In the year ended December 31, 2014, we produced 233.2 million chickens, 1.4 million turkeys and 180,000 processed food tons. Our initial production targets are set approximately two years in advance, as the entire production process (from when breeding stock is ordered from breeding specialists such as Aviagen until delivery of product to the customer) takes an average of 2.6 years. Our planning teams determine optimal production targets for the year using historical analyses in combination with our forecasting system. Once a production target is set, the planning team determines the number of breeding stock needed in order to meet the forecasted demand. An annual production target may fluctuate on a monthly or weekly basis as the team continually evaluates and adjusts the rate of production to meet changing customer and market demands.

Production

Sourcing and rearing Our poultry operations are vertically integrated to ensure a high level of quality and food safety throughout our operations, and cover each stage of the poultry production chain, including egg fertilisation, laying, hatching, feeding, growing (which function is partially outsourced to contract farmers under strict supervision and control), processing and packaging. The production process begins with the purchase of breeding stock from breeding specialists. We purchase virtually all of our grandparent chicken breeding stock from Aviagen. A leading poultry genetics company, Aviagen is a well-recognised and well-respected name in the industry, and has a well-established genetic selection programme that promotes improvements in robustness and overall bird health. This partnership provides close collaboration on bird welfare and performance. Unlike other major companies in the industry, which only purchase parent stock and hatch broiler stock, we operate a unique structure under which we purchase and rear day-old grandparent stock and hatch parent stock and subsequently broiler stock at company-owned hatcheries. This allows us to control the conditions under which the grandparent stock, parent stock and broiler stock are raised, and provides an additional revenue stream, as it provides us with sufficient supply to distribute more than half of its parent hatching eggs to other producers in Continental Europe. We typically purchase three different strains of male and female chicks: strains used to produce fresh whole products for the U.K., Ireland and Europe; strains for poultry portions, and a strain for free range and organic product lines. After six months, the breeding grandparent stock is capable of reproducing and produces an average of four parent hatching eggs per bird per week. The eggs are transported to our parent stock hatchery or sold to other producers. It takes the eggs three weeks to hatch into chicks. Once hatched, parent stock chicks are transported to breeding farms which are either operated by ourselves or by independent farmers operating under contract. After six months, the breeding parent stock is capable of reproducing and produces an average of four broiler hatching eggs per bird per week.

The eggs are then transported directly from the breeding farms to our hatcheries, where it takes three weeks for the eggs to hatch into chicks. Once hatched, the broiler chicks are then transported to growing farms, where they are housed and raised for an average of five weeks (depending on the product to be produced). The chicks are fed a specialised and controlled diet of our own feed in preparation for processing. We have three feed plants and, in Northern Ireland, work with Thompson Feeds, a trusted third-party supplier, which enables us to supply our contracted farmers with high quality feed ingredients, resulting in improved feed efficiency and animal performance. The farmers are responsible for ensuring that the poultry are delivered at the required time and weight to our plants for processing. We raise our chickens in a variety of ways to meet our customer and consumer preferences. These include classic indoor chicken, indoor environment enriched with windows, straw bales and perches, and a full range of speciality free range, organic and corn-fed free range. For these speciality birds, we use a slower

83 growing breed of chicken. We are also among the largest producers of organic and free range birds in the U.K. and Ireland with over 110 small farms producing organic and free range chickens, which have full access to pastures during daytime hours. We also grow both white- and bronze-feathered turkey strains from different growing systems including classic indoor, windowed houses, free range and organic. Our turkeys are predominantly grown in naturally ventilated houses and fed a wheat and soya diet. Our free range turkeys have continuous daytime access to pasture and are fed our own cereal-based diets.

Our Farmers Our dedicated farmers are an integral part of our success. Our specialist teams of advisers work in partnership with our farmers to provide support and guidance. These close relationships enable us to control the quality of our chicken across the rearing cycle. The partnership enables farmers to invest in sustainable farming methods and part of our success has come from our commitment to investing in new poultry housing.

Farm expansion projects are professionally managed for company farms and we act as an adviser for contracted farmers, dealing with IPPC certification and planning permission, housing and drainage plans. Expansion projects have a particular focus on efficient resource consumption – covering environmental controls, energy usage, low-energy fans, PV solar panels, wind turbines, rain water harvesting, LED lights and biomass burners. Buildings are planned and constructed with options in mind for future sustainable enhancements. The location of our farmers on the islands of Ireland and Great Britain provide increased bio-security and isolation relative to producers who operate in continental Europe. This reduces the chances of business disruptions due to disease and contamination.

Production and processing We operate 14 production sites (excluding farms, feed plants and hatcheries), four of which are primary processing plants dedicated to the initial processing of poultry and the remaining 10 of which are further processing plants dedicated to the preparation of the poultry and other products for retail and foodservice customers. The primary processing plants are situated in Ballymena and Dungannon in Northern Ireland and in Anwick and Ashbourne in England, while the further processing plants are located in England, France and The Netherlands. Details of our production and processing facilities are set out below:

Production in the year ended December 31, 2014 U.K. 1.81 million Anwick (U.K. and Ireland – Chicken) ...... birds/week 0.71 million Ashbourne (U.K. and Ireland – Chicken)...... birds/week 0.51 million Ballymena (U.K. and Ireland – Chicken) ...... birds/week 0.03 million Ballymena (U.K. and Ireland – Turkey) ...... birds/week Craigavon (U.K. and Ireland – Coated) ...... 518.60 tonnes/week Craigavon (U.K. and Ireland – Ready-to-Eat)...... 358.67 tonnes/week 1.46 million Dungannon (U.K. and Ireland – Chicken) ...... birds/week

Production in the year ended December 31, 2014 Grantham (U.K. and Ireland – Coated) ...... 588.29 tonnes/week Grantham (U.K. and Ireland – Ready-to-Eat) ...... 125.62 tonnes/week Huntingdon (Europe – Non-Meat) ...... 171.10 tonnes/week Peterborough (Europe – Non-Meat) ...... 102.03 tonnes/week Wisbech (U.K. and Ireland – Ready-to-Eat) ...... 35.80 tonnes/week France Henin-Beaumont (Europe – Coated, Pork and Ready-to-Eat) ...... 616.72 tonnes/week Marquise (Europe – Ready-to-Eat) ...... 101.33 tonnes/week Orleans (Europe– Beef Europe) ...... 784.71 tonnes/week The Netherlands Schagen (Europe – Non-Meat) ...... 70.07 tonnes/week Ireland Walsh (Europe – Ready-to-Eat) ...... 42.35 tonnes/week

Coated products sold through the U.K. and Ireland segment are prepared in Northern Ireland at the plant in Craigavon and in England at the plant in Grantham, and ready-to-eat products sold through the U.K. are prepared in Northern Ireland at the plant in Craigavon and in England at the plant in Wisbech, which also produces cooked sliced meats (primarily corned beef) sourced from Marfrig. Products sold through the Europe segment are processed at the plant in Henin, which produces coated chicken, cooked chicken and cooked bacon products, while the plant at Marquise in France produces a range of cooked meats sourced from Marfrig and other suppliers. The plant in Schagen produces spring rolls and cheese and vegetable-based finger foods, which are sold through the Europe segment. Products sold through the Kitchen Range Foods division of the Europe segment are produced at the factories in Huntingdon (which produces formed vegetables, coated vegetables, Quorn products, fruit pies and coated cheese) and Peterborough (which produces donuts). Finally, the plant in Orleans, France produces beef patties, sourced from third-party suppliers, for sale to McDonald’s’ European operations. We believe that our production and processing facilities are among the most modern and efficient facilities in the market and we regularly invest in the upkeep and improvement of these facilities. For example, in the year ended December 31, 2014, we invested £8 million in the upgrade to our Dungannon plant to increase capacity and improve efficiency, £4 million investment across our factories for replacement of R22 refrigerant as mandated by recently enacted environmental legislation, and £3 million investment to enhance production standards at the Craigavon ready-to-eat line. Also, in the year ended December 31, 2013, we completed a £20 million investment in the Grantham plant in England to open a new processing facility. Moreover, in the year ended December 31, 2012, we redeveloped production processes at the plant in Orleans with new technology, through a 5,000 square metre extension doubling the size of the factory, improving traceability, and modernising and simplifying production in order to improve competitiveness. The works ended with the completion of a fully automated cold storage in June 2013.

Distribution We rely on a mix of owned and contractor-operated vehicles to transport live chickens from farms to our primary production sites in specialised humane high-welfare containers. We also rely on a mix of owned and contractor-operated refrigerated vehicles to move partly finished products between our various production sites for further processing. Once processed, our products are frozen and delivered to our customers. Frozen products typically move from processing to the customer within one to two days.

For deliveries to customers, we operate an outsourced distribution model that uses 35 major distribution partners, which enables us to make use of a variety of flexible solutions provided by these logistics providers. Certain of our customers are involved in our product distribution process, either by handling all of their own delivery and distribution needs (effectively taking delivery of our products at the factory door) or by acting as contractors to back-haul certain products from Northern Ireland to destinations in Great Britain. In order to mitigate the risks associated with the refrigerated transportation of perishable items, we obtain insurance for loss of goods and we secure contractual provisions transferring some of the risk to hauliers. However, we are at times forced to bear certain of these risks ourselves. Our warehousing operations are predominantly focused at site level, with external cold storage locations available for use, as they are required, but with a focus on minimising their use to reduce costs. A dedicated internal team drives planning for logistical processes to ensure that operations are as low cost but as flexible as possible. Our poultry by-products typically have a longer lag time between processing and delivery to the customer.

Our Primary Costs Our total cost of purchases and external expenses were £1,262.7 million in the year ended December 31, 2014, with the highest production costs related to raising chicks (such as the cost of feed). The main components of our cost of goods sold include purchases of birds, purchases of meat, purchases of raw materials such as grain and soybean meal, packaging, labour and industrial direct costs. Other components include other costs and depreciation and amortisation. The table below sets out the breakdown of all costs of goods sold as a percentage of total costs for the year ended December 31, 2014:

Year ended December 31, 2014

(£ million) (%)

Purchases of birds ...... 160 12.7 % Purchases of meat ...... 278 22.0 % Purchases of grain and soy bean meal ...... 188 14.9 % Purchases of packaging ...... 61 4.8 % Labour ...... 201 15.9 % Industrial direct costs ...... 165 13.1 % Other costs ...... 150 11.8 % Depreciation and Amortisation ...... 60 4.8 % Total ...... 1,263 100.0 %

Live bird costs

Breeding specialists We purchase breeding stock from select breeding specialists, primarily Aviagen.

Raw materials for feeds Ingredients (including vitamins) used in feeds are an essential component of the supply chain. While we do not produce any of the ingredients that go into the feeds we use, we produce feed in Northern Ireland and in the rest of the U.K. at mills that we own and operate. Feed is also produced by Thompson Feeds, a trusted third-party supplier in Northern Ireland. By producing our own feed and sourcing it from a trusted supplier, we are able to maintain our high quality standards. The mixes we use are specially formulated to the type of bird, their growth rate and nutritional needs. Our chickens are fed a natural diet of 62% wheat and

86 corn and 38% oils and proteins including soya meal and other seed meals, with no added growth promoters or antibiotics. We purchase raw materials for feeds on a regular basis depending on our view on future market movements and business appetite for risk. Approximately 76% of our feed costs are passed on through pricing models.

Farms We work with more than 750 farms that produce chicks exclusively for Moy Park, where the chicks are kept and fed on a strictly controlled diet until they grow to the appropriate size. Based on total floor area, 69.8% of our farms are contract farms, 10.9% are owned, 10.0% operate on a tenancy basis and 9.3% are subject to poultry rearing agreements. We supply all of our farms, regardless of the arrangements, with our own chicks and feed. Contract farmers are paid according to quality performance indicator achievements (including weight, conversion ratio, health and death ratio) and bonuses are paid when farmers meet specified targets on these key indicators. At farms owned by Moy Park, we manage operations, undertake all maintenance and are responsible for all costs, and therefore fully control the performance of the farms. Our owned farms were typically acquired for strategic reasons or were legacy operations of businesses that we acquired in the past. Going forward, we intend to enter into contractual or tenancy arrangements with more farmers, rather than increase the number of owned farms. At farms where we have a tenancy arrangement, we manage the farm and are responsible for all costs save for building insurance, and undertake all maintenance. Our tenancy agreements typically have a 10 year term. At farms where we have a poultry rearing agreement, the farmer manages the operations of the farm and undertakes all maintenance, with costs apportioned between Moy Park and the farmer. The farmer is paid a management fee and potentially a performance bonus. Our contract farmers are responsible for maintaining their farms. They buy our chicks and feed (which are deducted from the final crop payment) and sell the fully grown poultry back to us. This type of arrangement provides us with the flexibility to add or remove growers depending on demand.

Processed products ingredients We purchase a number of ingredients that are used for preparing and, where applicable, cooking our processed products. We purchase the ingredients used in our processed products globally, including flour, specific seasonings and spices, cheeses, food oils, bread coating ingredients and other meats.

Packaging We also purchase food casings and packaging for our products. The majority of finished products are packed in cartons and boxes, which are purchased from various global and local suppliers.

Product Development and Marketing Our product development team is primarily responsible for the development of new and innovative products and concepts that suit the individual needs of our customers, and the tastes of end consumers. The product development team is composed of 54 individuals. Examples of recent innovative product ranges in the U.K. retail market include the introduction of Jamie Oliver ready-to-cook meals in 2011, Moy Park Meals in 2012, Moy Park Snacking in 2013 and the Moy Park Kitchen Good to Go line of meals in 2014. Our marketing function focuses on strategic initiatives aimed at developing profitable sales opportunities. We work closely with our retail and foodservice customers to identify products that appeal to the end consumer and interfaces directly with our customers to develop products that meet individual customer needs and preferences. We also use our own brands to bring to market products that have not yet been embraced by retail or foodservice customers. This allows us to demonstrate demand for new products and product categories to our retail and foodservice customers.

Our marketing strategy includes coordinated PR campaigns, consumer research, conferences and seminars, data collection, corporate hospitality, exhibitions, mass market foodservice advertising (through print, television and online channels); innovative packaging and corporate sponsorships, including our official sponsorship of the 2014 FIFA World Cup in Brazil. These marketing strategies and priorities are underpinned by detailed research and development support, including consumer and retailer insight, product tasting and food development. Our marketing and product development efforts are co-ordinated centrally such that all of our product offerings appropriately address market demands and are supported by an efficient strategy. The approach provides us with the flexibility to shift resources in order to take advantage of attractive opportunities as they arise. We also maintain a central team dedicated to improving efficiency and flexibility throughout our operational and logistical infrastructure. Brand marketing is focused on establishing our brands through consistent quality and product innovation as well as developing relationships with key customers. In recent years, we have built strong brands with high levels of brand recognition in the markets in which such brands are sold, including Moy Park, Castle Lea, O’Kane and the Moy Park’s Jamie Oliver range. We believe the development of our brands is important as it provides customers with confidence in the quality and consistency of our products. We believe that our brands can be expanded throughout the U.K. and Europe, which provides the opportunity to sell higher-margin products in our traditional markets.

Quality Assurance and Research We employ a quality control team at each of our facilities, which is responsible for ensuring the quality control of the products (including food presentation and sanitation), ingredients for processed products and plants (including hazard, bacteria, chemical and allergen analysis). Each factory’s quality control team is wholly independent and reports to the general manager on site. Additionally, we maintain laboratories in Craigavon, Grantham and Mid-Antrim providing a prompt, efficient, high quality, comprehensive microbiological testing service.

We are dedicated to providing the highest standards in the products we make. Accordingly, we have developed processes to ensure that the products we sell meet our expectations as well as those of our customers. These quality assurance management systems are also designed to enable us to maintain strict compliance with all applicable governmental mandates regarding the safe manufacture of foods. Quality policies and procedures are regularly monitored and enforced at all production and processing locations, and products are manufactured to agreed specifications. To assure the highest quality standards, our farm contracts allow us to inspect the premises, housing, equipment, feed and broilers. As far as management is aware, all chicken farmers are audited every year by an independent assurance scheme such as Red Tractor Assured Chicken Production, Bord Bia and Quality British Turkey. In addition, we ensure that we source high quality ingredients through a traceability programme that ensures we know the origins and destinations of the ingredients and raw materials that pass through our facilities. We also conduct regular site visits to supplier factories, where we assess supplier quality systems and controls. The results of these inspections are monitored and appropriate action is taken if we or any of our suppliers fail to meet the food safety key indicators we have established internally. We use the Hazard Analysis Critical Control Point (“HACCP”) approach to food safety. HACCP is a systematic preventive approach to food safety that addresses physical, chemical, and biological hazards as a means of prevention. HACCP is used in the food industry to identify potential food safety hazards, so that key actions, known as Critical Control Points (“CCPs”) can be taken to reduce or eliminate the risk of the hazards being realised. HACCP considers all key aspects of a product’s manufacture, from the safety of the raw materials to the validation of processes (e.g. cooking and washing), to shelf life, and finally end consumer usage. In addition, HACCP focuses on certain prerequisites, such as good manufacturing practices, good

88 hygiene practices and proper training. Routine verification of the CCPs also takes place, which includes testing the finished products for the hazards which the CCPs are designed to control; for example, we conduct monthly salmonella and listeria monocytogenes testing. We begin our quality assurance processes before the raw materials we use to produce our fresh and prepared poultry and other products enter our manufacturing facilities. We use information derived from our agreed production specifications to assess whether the raw materials we receive are safe. This process comprises of separate food safety risk assessments for microbiological and non-microbiological risks (such as foreign bodies, chemical contaminants and allergens), and requires all materials to be assessed as safe prior to being taken into a production or processing site. Our well-trained quality assurance staff checks all incoming materials to ensure compliance with our inspection procedures before each shipment of raw materials enters our facilities. In addition to quality assurance, we also have a supply chain development research team focused on improving internal procurement, production, distribution and supply processes in order to make them more efficient, and to enhance product value for customers. For example, the supply chain development research team focuses on renewable energy, waste minimisation, food hygiene processes, shelf life extension, innovative processing and packaging, and food safety and traceability. Where deemed beneficial, the supply chain development research team collaborates with external experts (such as researchers from local universities) in order to further improve our products and processes. We believe that the supply chain development research functions provide us with an in-house capability that supports our ability to compete with other major poultry producers both within the U.K. and in Continental Europe.

Corporate Responsibility We work closely with our customers, suppliers, government bodies and the local communities in which we operate in order to make a positive contribution. This commitment is reflected in a series of initiatives focused on making an impact in four key areas: Customers and Suppliers, Workplace, Community and Environment.

Customers and Suppliers A key part of our social responsibility is our sourcing policies. We have voluntarily made public commitments to sustainability by signing up to the Roundtable on Sustainable Palm Oil and the Federation House Commitment to use water more efficiently. As far as we are aware, we were also among the first poultry companies to sign up to the Courtauld Commitment Phase 2 in 2010 (to reduce packaging, household food waste, and reduce product and packaging waste in the supply chain), and we were also the first company in the U.K. to introduce free range chicken in the mid-1980s and organic in the 1990s. We provide our farmers with the support of technical agriculture teams advising on welfare and animal husbandry, a training academy approach to developing and maintaining high standards and professional estate management to provide sustainable poultry housing. We have also developed a comprehensive raw material specification for all ingredients and packaging, with the maintenance supported by a supply chain auditing policy carried out by trained personnel to ensure we only partner with a select group of consumer focused businesses to be our key suppliers.

Workplace We are committed to looking after our employees through dedicated development and progression. We strive to create a nurturing working environment for all employees and to ensure that every employee is adequately trained and supported to carry out their role in a safe, friendly and caring environment. In the year ended December 31, 2014, we reduced the safety index score for Moy Park Limited from 6.45 in 2013 to 2.51. We reduced our total non-attendance for our weekly-paid factory operative population from 5.2% to 4.8% during the year ended December 31, 2014.

A range of initiatives ensure employees are actively engaged at work and supported in developing their skills and competence through further education in relevant areas.

Community We draw most of our employees from the areas local to where we operate and we see the community as an important stakeholder group. We have wide ranging involvement with local communities where we strive to promote growth and sustainable development; develop education, employment and employability; champion health and wellbeing; provide economic development; and deliver career opportunities. We have joined other businesses to safeguard rural communities through The Prince’s Countryside Fund. Our aim is to support the work of our nominated charities through financial and in-kind support. Employee volunteering is an important part of our work in the community.

Environment We operate an Environmental Management System (“EMS”) which covers the management of our environmental impacts. This is continually reviewed, improved and externally verified to ensure the system is meeting our commitment to ISO 14001: 2004 at all scoped sites in the U.K.. The EMS covers three key areas:

 Waste: Our goal is to divert 100% waste from landfill. This figure currently stands at over 99% diverted from landfill.

 Energy: An annual Group-wide goal is set to challenge production sites to continuously reduce their environmental impact from energy consumption.

 Water: Water management based on industrial benchmarks is supported by an extensive sub- metering programme to monitor and measure consumption.

Scoped sites have objectives for utility intensity reductions of 5% for water and effluent, as well as 10% for electrical and thermal energy, and CO2 intensity.

In 2013, we achieved a top “Platinum” level result for the first time from Business in the Community’s ARENA Network environmental benchmark, the leading independent accreditation of its kind for Northern Ireland companies.

Employees As of December 31, 2014 we employed a total of 12,283 people worldwide. The table below sets forth the aggregate number of employees, both those employed directly and those employed on an agency basis, by location as of the dates indicated.

As of December 31,

2012 2013 2014

U.K...... 10,580 11,171 11,374 Ireland ...... 23 33 46 France ...... 885 835 762 The Netherlands ...... 84 93 101 Total ...... 11,572 12,132 12,283

In addition to full and part time employees, we have approximately 72 temporary staff. These additional employees allow us flexibility in our production requirements and help us to maintain flexibility in our cost base. In the U.K., many of our weekly paid employees are members of U.K. trade unions. Employees in Dungannon, Craigavon and Wisbech as well as the Anwick and Ashbourne drivers are members of Unite the

Union. The other employees in Anwick and Asbourne and employees in Grantham are members of GMB. Employees in Ballymena are members of Bakers Food and Allied Workers Union. A request for trade union recognition has been submitted to Raceview and NAT in respect of the drivers from Unite the Union. There is no substantive or collective agreement in Dungannon or Craigavon. There are, however, annual pay agreements in respect of each of these sites. Each union recognition agreement has a procedure for the resolution of disputes in place to engage management and employees in the resolution of workplace disputes. If potential collective action arises, we initiate the resolution procedures with an agreement that there will be no partial or general stoppage of work, lockout, strike, restriction, ban or withdrawal of cooperation or any breach of the agreement until all the stages of the procedure have been completed and the result is known. If we are unable to reach a resolution at the end of this procedure, union members may initiate a ballot for strike action, which could lead to a potential strike by the union members at a particular site. We recognise the role played by Union Shop Stewards in avoiding any unnecessary industrial actions and there have been no strikes or incidents of a major nature on any of our U.K. sites in the last 3 years. At our European operations, we also have good employee relationships, with no disputes. There is a Works Council at each factory and each site has a local committee representative on the Council. The employees are members of either FO or CGT trade unions. In France (Henin and Marquise), the percentage of members of employee unions is about 5.3%. The split or number of union members is not known in Orleans. Our relationships with the trade unions are good and there are no disputes. Agreements are on-going and we periodically review terms of employment.

Pensions We are legally obliged to automatically enrol eligible employees (i.e. those aged 22 or over and less than State pension age, who earn more than £10,000 per annum based on 2015/2016 requirements) into either a Group Personal Pension Plan with Aegon, administered by Kerr Henderson on our behalf or a Trust based defined contribution arrangement with the National Employment Savings Trust.

Employees are automatically enrolled with a personal contribution of 1% and an employer contribution of 1%. Non-eligible employees (those under 22, over the state pension age or earning less than £10,000 per annum but more than £5,772) can request to opt in and if they do, they are treated in the same way as eligible employees. Contributions are based on qualifying earnings and will increase on a phased basis, in line with statutory requirements up to a personal contribution of 5% and an employer contribution of 3%. Monthly paid employees have the option to increase their contribution to 3% of pensionable salary (defined as basic salary plus, where applicable, shift allowance) and if they do, the employer contribution will increase to 4%, 5%, 10% or 15%, according to the employee band. The employee contribution of 3% is expected to be reviewed prior to October 2018 to ensure legislative requirements continue to be complied with.

Property Our head office is located in Craigavon, Northern Ireland, with Northern Ireland operations centred in Craigavon, Ballymena and Dungannon. In addition, we have sites in England at Ashbourne, Anwick, Grantham, Huntingdon, Peterborough and Wisbech. We also have sites in France at Henin and Marquise and in the Netherlands at Schagen. We have full control over our entire production chain within normal industry parameters. We own all production sites with the exception of Henin Beaumont and Marquise, which we lease. We own all other production sites in the U.K., Ireland, Holland and France. Our facilities include three feed plants, seven hatcheries, four primary processing plants and 10 processing plants. We work in partnership with over 750 farms that raise our chicks according to strict specifications using our feeds. Of these, we own 36 farms (5%). The others are contract farmers, farm business tenancies or farms under poultry rearing agreements.

Intellectual Property Our intellectual property consists of industry know-how and trade secrets, as well as our trademarks. We have registered or are in the process of registering our most important trademarks in the countries in which we operate, including their respective logos. Our key trademarks are Moy Park, Castle Lea, O’Kane and Kitchen Range Foods. We also have an exclusive licence to offer Jamie Oliver branded ready-to-cook poultry meals in the U.K.. Through previous research activity, we have patented products and processes over many years. Any resulting intellectual property is registered at our head office in Craigavon. We have several licence agreements regarding our use of third-party software. We believe that we are in substantial compliance with such agreements. Other than as described herein, we are not dependent on any patents, licences or manufacturing processes.

Material Contracts

Business Contracts We operate in a sector where business is generally undertaken without long-term contracts. We generally enter into supply arrangements with our retail customers by way of a tender process approximately every three to six months. The terms and conditions of these arrangements are generally based on our customer’s standard terms of sale, but are subject to the Groceries (Supply Chain Policies) Market Investigation Order 2009. Under such standard terms, we have the right to cancel a contract or to suspend further deliveries of our products to a customer if they fail to make any payment on the date it is due, and to charge interest on any unpaid amounts until payment is made in full. These standard terms also provide that we will be indemnified by a customer against claims for loss, damage or expense brought by third parties in respect of any goods arising after the date of delivery.

Notwithstanding general practice in our industry, we have entered into longer-term supply agreements with several of our major customers. For example, we have entered into an agreement to supply Tesco Ireland Limited with a range of poultry products, as well as a three-year licensing agreement with Fresh Retail Ventures Limited to produce Jamie Oliver-branded lines of products for sale in the U.K. and Ireland. We have also entered into a three-year supply agreement with Waitrose to be its supplier of fresh poultry and poultry portions. Our contracts with our suppliers are generally subject to our own standard purchase terms and conditions. Under these terms, we have the right to terminate the supply contract with immediate effect by giving written notice if the supplier fails to deliver goods or perform services by the date they are due, or in any other event by giving one month’s written notice. Suppliers may not assign or transfer their rights or obligations under the contract without our consent, and we may assign or transfer our rights and obligations to any third party or agent at any time. Suppliers are to indemnify us against claims made by third parties in connection with defective goods, intellectual property rights or breaches of obligations owed by the supplier. We have a long-term relationship with Aviagen, a leading innovator in poultry genetics and a leading international supplier of poultry breeding stock. We have two supply agreements with Aviagen currently in force, both on their standard terms and conditions. The first is a five-year agreement and provides for the purchase of broiler chicken grandparent stock, the breeding and marketing of hatching eggs and parent stock, and our acting as Aviagen’s exclusive distributor of breeding stock in Ireland, with a licence to use their trademark. The second is a five-year agreement that provides for the purchase of broiler chicken parent stock and hatching eggs. We are not dependent on any industrial, commercial or financial contracts, other than those entered into in the ordinary course of business or otherwise described herein.

Initial Notes On May 29, 2014, we completed the offering of the Initial Notes. See “Description of Certain Financing Arrangements—Initial Notes.”

Insurance We maintain the types and amounts of insurance coverage that we believe are consistent with customary industry practices in the jurisdictions in which we operate, and we consider our insurance coverage to be adequate for the business. Our insurance policies cover product recalls, employee-related accidents and injuries, property damage, machinery breakdowns, fixed assets, facilities, and liability deriving from our activities, including environmental liability. We maintain product liability insurance that covers liability arising from malicious product tampering by third parties and employees, as well as product recall expenses arising from accidental contamination and/or malicious product tampering. We maintain business interruption insurance for interruptions resulting from incidents covered by insurance policies. In certain circumstances we also maintain credit policies against losses from certain customers who fail to pay and a transit policy against losses during transport/delivery. Our insurance policies also cover directors’ and officers’ liability and third- party insurance. We have not had any material claims under our insurance policies that would either make them void or increase their premiums. We cannot assure you, however, that our insurance coverage will adequately protect us from all risks that may arise or in amounts sufficient to prevent any material loss.

Regulation Many of our facilities and products are subject to various local, national, European and international laws and regulations relating to food and to the safety of products, hygiene, animal welfare, safety and environmental control, including laws relating to air emissions, the remediation of contaminated soil and groundwater, wastewater, discharge, noise, odour and handling and the storage and disposal of waste. Failure to comply with these requirements may result in fines, penalties and liability for compliance costs and damages.

From time to time, we receive notices and enquiries from regulatory authorities and others asserting that we are not in compliance with such laws and regulations. In some instances, litigation ensues. In addition, individuals may initiate litigation against us. Many of our facilities are subject to environmental permits and other regulatory requirements, violations of which may be subject to civil and criminal sanction. In some cases, third parties may also have the right to sue to enforce compliance. We believe that we are currently in substantial compliance with all governmental laws and regulations affecting our business, including environmental and health and safety laws and regulations, and we maintain all material permits and licences relating to our operations. We work in close collaboration with the U.K.’s Health and Safety Executive, the U.K.’s independent watchdog for work-related health, safety and illness, to develop best practices in the industry. We also collaborate with the U.K.’s Environment Agency (the “EA”) when the opportunities arise.

Agriculture As far as management is aware, the farms that we have a relationship with, including owned farms, contract farms and business tenancy farms, are registered with an organised governing body, such as ACP for standard farms and the Organic Food Federation for organic farms. Each farm in a specific area is managed by a team of area managers who conduct regular farm visits and inspections. The relevant governing body conducts an annual audit, where any minor non-conformances raised must be rectified within 30 days. All such compliance must be evidenced, following which the farm is then re-registered. Failure to comply with the strict guidelines would result in the farm being suspended and could lead to supply issues. These are checked at the relevant primary processing site under the member checking system. The member checking system is an online checking system set up by the governing bodies that enable

93 primary processing facilities to input the farm registration number and then check the farm status as to whether the farm is fully approved or suspended for any reason.

All sites have a visit from our internal independent Technical Auditing Team to ensure compliance to all legislative and retail customer requirements as well as welfare checks at least once a year. Our retail customers also conduct unannounced welfare inspections to ensure that all farms comply. Each farm has to produce a food chain information sheet, which is a legal requirement, to list any medications or ill health. These are submitted to the designated slaughterhouse a minimum of 24 hours prior to slaughter for approval by the on-site veterinarian. The veterinarian then submits the information sheet to DEFRA. Any changes to legislation are notified to the farms by the Senior Area Manager for that area and then these are followed up with internal inspections to ensure compliance. The planning department are constantly monitoring and reviewing bird numbers and weights to ensure that full compliance is achieved to the regulations.

Food Safety Regulations We are subject to extensive food safety regulations and are subject to governmental food processing controls in each of the countries in which we operates. European Commission Regulation EC/178/2002 provides the framework for a unified approach to food safety in the European Union and all Member States have implemented the requirements into national law. Among the other major requirements of Regulation EC/178/2002 are Article 17, which imposes on food business operators a general obligation to ensure that the operations under their control satisfy the relevant food law requirements and an obligation to verify that such requirements are met, and Article 18, which imposes a mandatory traceability requirement along the food chain. The traceability requirement applies to all food, animal feed, food-producing animals and all types of food chain operators including in the farming, processing, transportation, storage, distribution and retail sectors. Information including the name, address of the producer, nature of the products and date of transaction must be systematically registered by each operator’s traceability system. This information must be kept for five years and upon request, must be made immediately available to the competent authorities. We have implemented careful internal recording systems to ensure that we comply with this requirement. In addition to the general requirements of Regulation EC/178/2002, we are subject to the specific food hygiene legislation, HACCP, which has been implemented in all of our operating divisions and production facilities. We are also regularly inspected by various national and local regulatory authorities.

Environmental and Health & Safety Regulations We are subject to a number of local, national and regional laws and other requirements relating to the protection of the environment and the safety and health of personnel and the public. These requirements relate to a broad range of activities, including:

 the discharge of pollutants into the air and water;

 the identification, generation, storage, handling, transportation, disposal, record-keeping, labelling, reporting of, and emergency response in connection with, hazardous materials (including asbestos) associated with our operations;

 noise emissions from our facilities; and

 safety and health standards, practices and procedures that apply to the workplace and the operation of our facilities.

In order to comply with these requirements, we may need to spend substantial amounts of money and other resources from time to time to: (i) construct or acquire new equipment; (ii) acquire or amend permits to

94 authorise facility operations; (iii) modify, upgrade or replace existing and proposed equipment; and (iv) clean up or decommission waste management facilities. Our capital and operating budgets include costs and expenses associated with complying with these laws. If we do not comply with environmental requirements that apply to our operations, regulatory agencies could seek to impose civil, administrative and/or criminal liabilities, as well as seek to curtail our operations. Under some circumstances, private parties could also seek to impose civil fines or penalties for violations of environmental laws or recover monetary damages, including those relating to property damage or personal injury. The presence of hazardous materials at our facilities may expose us to potential liabilities associated with the clean-up of contaminated soil and groundwater, and we could be liable for (i) the costs of responding to and remediating that release and (ii) the restoration of natural resources damaged by any such release, among other things. We have not incurred, nor do we anticipate incurring, material expenditures made in order to comply with environmental laws or regulations. We are not aware of any environmental liabilities that we would expect to have a material adverse effect on our business.

Industry-Group and Customer Standards Programmes We have agreed to adhere to a number of standards programmes administered by industry groups and customers in the fields of food safety, hygiene, product quality, animal welfare and environmental stewardship. These include: Red Tractor, which is a certification programme which covers six sectors, including poultry, to ensure food safety throughout the food chain and sets related standards for the poultry industry; the standards programme of the British Retail Consortium, which is the trade association for the retail industry in the U.K.; the standards programme of Assured Chicken Production, which is a poultry industry initiative which addresses numerous important issues facing chicken production; British Quality Turkey, which is a farm assurance scheme for turkey production encompassing animal health and welfare, food safety, supply-chain traceability and diet; the McDonald’s supplier audit programme which makes use of its own proprietary standards.

Legal Proceedings From time to time, we become involved in litigation and administrative proceedings relating to claims arising out of our operations in the normal course of business. These may include cases filed by suppliers and customers as well as internal labour disputes. Except for the matter described below, there have been no material governmental, legal or arbitration proceedings against us (including any such proceedings which are pending or threatened of which we are aware), during the 12 months preceding the date of this Offering Memorandum that may have, or have had in the recent past, significant effects on our financial position or profitability. Moy Park France SAS is involved in an investigation by French competition authorities relating to alleged price fixing in the fresh poultry retail market in France. On the advice of local counsel, Moy Park France SAS pleaded no-contest to the allegations. This does not amount to an admission of liability but allows Moy Park France SAS to settle the infringement by paying a fine, while reserving the right to appeal any decision that the regulators eventually make. The matter remains pending, and while we expect a decision to be made in 2015, we are at this point in time unable to estimate the extent of our exposure, although we do not believe that this fine will materially affect our business, results of operations or financial condition.

MANAGEMENT

Board of Directors of the Company

The Company’s board of directors and senior management are discussed herein. The following table sets out the name, ages and positions of the members of the board of directors.

Name Age Position Marcos Molina ...... 45 Chairman...... of the Board Martin Secco ...... 51 Member...... of the Board Ricardo Florence ...... 60 Member...... of the Board

Marcos Molina

Chairman of the Board Marcos Molina is the Chairman of our board of directors. He has extensive experience in the sections we operate in. He has worked in the beef sector since the age of 16, when he started his own business. Mr. Molina was the chief executive officer of Marfrig from the date of its incorporation until 2013. Mr. Molina is also a shareholder and chief executive officer of MMS Participações, the controlling shareholder of Marfrig. Mr. Molina holds a high school degree.

Martin Secco

Member of the Board Martin Secco is a member of our board of directors. He holds a bachelor’s degree in business administration from Universidad Católica Damasco Antonio Larranage and a graduate degree in senior management from the Universidad de Montevideo. He is Marfrig’s Chief Executive Officer and has been with that company for over eight years. Prior to this, Mr. Secco was a partner at Frigorífico Tacuarembo in Uruguay, which was a business owned by his family and later acquired by Marfrig.

Ricardo Florence

Member of the Board Ricardo Florence is a member of our board of directors. Mr. Florence is our financial vice-president. He worked at Grupo Pão de Açúcar from 1984 to 2000, as the financial planning executive officer and the Investor Relations statutory executive officer. He worked for two years at UOL Inc. (Grupo Folha de São Paulo) as an investor relations executive officer. He worked from 2006 to 2007 as an adjunct investor relations executive officer at Brasil Telecom. He was a member of the board of Grupo Pão de Açúcar from 1995 to 1999; of UOL Inc. (Grupo Folha de São Paulo) in 2001; of Dentalcorp Sand from 2002 to 2006. Mr. Florence also holds the position of President of the Brazilian Institute of Investor Relations (Instituto Brasileiro de Relações com Investidores), or IBRI. Currently, Mr. Florence is also responsible for our strategic planning department. Mr. Florence holds a degree in chemical engineering from the Escola Politécnica da Universidade de São Paulo and in business from Universidade Presbiteriana Mackenzie. He holds an MBA from IBMEC São Paulo.

Management Team

The Management Team is responsible for making most of our day-to-day operational decisions. The following table sets out the names, ages and titles of the Management Team.

Name Age Position Janet McCollum ...... 50...... Chief Executive...... Officer ...... Barry McGrane ...... 51 Chief Financial...... Officer & IT...... Director; Company Secretary Alan Gibson ...... 50 U.K...... & Ireland Director ...... Mike Mullan ...... 55 Chief...... Compliance Officer;...... Human Resources Director Europe Eric Forin ...... 47 Keystone...... Europe Director...... Keith Irvine ...... 46 Supply...... Chain Director Europe...... Ursula Lavery ...... 52 Technical...... Director Europe......

Janet McCollum

Chief Executive Officer Reporting to the Chief Executive Officer of Marfrig, Janet is responsible for the strategic direction and leadership of our business across Europe. Over the past few years, Janet has played a key role in the comprehensive reorganisation and restructuring of our business. Janet graduated from the University of Aston in Birmingham with a degree in Business Administration & French; she then went on to become a Fellow member of the Chartered Institute of Management Accountants (CIMA). With 20 years’ experience within the food industry, Janet commenced her career at Coca-Cola & Schweppes Beverages. She joined us in 1993 and was appointed to the Moy Park Executive Board as CFO in 2002. She recently completed the INSEAD Advanced Management Programme in July 2012 and is a Board member of the Northern Ireland Chamber of Commerce.

Barry McGrane

Chief Financial Officer and IT Director; Company Secretary Barry McGrane joined us in April 2014. Prior to joining us, he served as the CFO of UDG Healthcare plc from 2001 to 2013 (an Irish incorporated, LSE listed, FTSE 250 company). Barry joined United Drug in 1993 and held various senior finance roles at the group which he helped to transform from an Irish domestic company to an international business. In his 20 years’ experience, he led the successful acquisitions and integration of over 25 national and international businesses. Formerly, Barry also worked with Reflex Investments and Arthur Andersen in Dublin. He is a member of the Institute of Chartered Accountants (ACA) of Ireland and has completed his two separate Executive Development Education Programmes from Wharton Business School and the University of California in the United States.

Alan Gibson

U.K. and Ireland Director Alan Gibson is our U.K. and Ireland Director (see below). Alan joined us in 1987 having graduated from Queens University Belfast with a BSc (Hons) in Food Science. He has worked across a number of operational and commercial areas gaining extensive industry experience both in the U.K. and internationally and was appointed to the Moy Park board in 2000 as Purchasing Director. He took up the role of Convenience Foods Divisional Director in 2009, and more recently the position of Agriculture and Fresh Poultry Divisional Director in 2011, which includes both operational and commercial responsibilities. Alan also holds an MBA from the University of Ulster and has previously served as NIFDA Chairman and as a Non-Executive Director of Rural Support.

Mike Mullan

Human Resources Director Europe Mike Mullan is our Human Resources Director Europe (see below). Mike rejoined us in 2011, returning to the company having spent close to 10 years in the business in the 1990s. He is responsible for leading the Human Resources function to develop and harness the talent and contribution of the Moy Park team. Mike has extensive experience in food processing and prior to his return was HR Director with Dale Farm/United Dairy Farmers, a leading U.K. dairy foods business. Mike is a council member of CBI NI, chair of the NI CBI Employment & Skills Committee, a former chairman and current member of the Food and Drink Sector Skills Council in NI, a board member of Improve, the National U.K. Skills Council for Food and Drink and deputy chair of the Skills Action Group for the food sector in NI. He is extensively involved in cross-community work as a member of Corrymeela and is a past board member of Meditation NI, Habitat for Humanity NI and a past Chair of Tides Training.

Eric Forin

Keystone Europe Director, Senior Executive Board Member of Moy Park Holdings (Europe) Limited and President of Moy Park France SAS, McKey Food Service, Kitchen Range Foods Limited, Albert Van Zoonen B.V. and Keystone Manufacturing Ireland Limited Eric has a Masters of Food Science degree from Agro Paris Tech, France. He joined Keystone Foods in 2000 as Plant Manager of McKey Food Argentina. Following a stint in 2002 as Managing Director of Farmers Market (Shapiro Packing), a division of Keystone Foods in Augusta Georgia, he returned to France in 2003 as Plant Manager of McKey Food France. He was promoted to Deputy Managing Director in 2004 and became Managing Director in 2006. In 2008, Eric was promoted to Vice President Beef France where his responsibility included developing the Manufacturing division of Keystone Foods, Europe. He moved then to the U.S. to create and assume the role of Vice President of the global relationship management for the customer McDonald’s for the Group. He very recently joined Moy Park Holdings (Europe) Limited to lead the Keystone Foods Europe division from April 2013. In his career, Eric has had considerable experience working with McDonald’s, including with each of Keystone Foods’ proteins businesses (beef, poultry, pork, and fish) as well as in distribution services. Eric speaks French, English, Spanish and German.

Keith Irvine

Group Supply Chain Director Keith joined us in January 2012 as Supply Chain Director. Keith has over 20 years of experience in Procurement and Supply Chain in blue chip organisations. Prior to joining us, Keith worked for HJ Heinz in a variety of Purchasing and Supply Chain roles both in the U.K. and abroad. His most recent roles were Vice President of Supply Chain for Heinz U.K. & Ireland and Vice President Heinz European Procurement and Vice President of Supply Chain for Heinz Southern Europe. Before Heinz, Keith spent 10 years at United Biscuits where he held senior positions in Procurement covering Commodities, Ingredients, Packaging and Indirect Spend.

Ursula Lavery

Technical Director Europe Ursula joined us in 1987 as a Marketing Executive having graduated with a BSc (Hons) in Food Science from Queen’s University, Belfast. Ursula moved into Technical and Quality Management the following year and since then has steadily help build our reputation as a leading food company with absolute commitment to food safety and quality. Appointed to the Executive Board as Technical Director Europe in 2013, Ursula is responsible for establishing an Integrated Europe-wide Technical organisation. Recognised as a leading authority on Food Safety, Ursula sits on several advisory bodies including the Foods Standards Authority (FSA) Joint Working Group for Campylobacter Reduction, FSA Transport and

Processing Sub Committee, British Poultry Council Bio Security Group, Research Stakeholder at Liverpool University and a member of the Scientific & Technical Committee at Camden BRI.

Board of Directors of the Issuer

The Issuer’s board of directors and senior management are discussed herein. The following table sets out the name, ages and positions of the members of the board of directors.

Name Age Position Martin Secco ...... 51 Member...... of the Board Janet McCollum ...... 50 Member...... of the Board; Company Secretary Marcos Molina ...... 45 Member...... of the Board

Martin Secco

Member of the Board Martin Secco is a member of the Issuer’s board of directors. He holds a bachelor’s degree in business administration from Universidad Católica Damasco Antonio Larranage and a graduate degree in senior management from the Universidad de Montevideo. He is Marfrig’s Chief Executive Officer and has been with that company for over eight years. Prior to this, Mr. Secco was a partner at Frigorífico Tacuarembo in Uruguay, which was a business owned by his family and later acquired by Marfrig.

Janet McCollum

Member of the Board; Company Secretary Janet McCollum is a member of the Issuer’s board of directors and Company Secretary. Janet graduated from the University of Aston in Birmingham with a degree in Business Administration & French; she then went on to become a Fellow member of the Chartered Institute of Management Accountants (CIMA). With 20 years’ experience within the food industry, Janet commenced her career at Coca-Cola & Schweppes Beverages. She joined us in 1993 and was appointed to the Moy Park Executive Board as CFO in 2002. She recently completed the INSEAD Advanced Management Programme in July 2012 and is a Board member of the Northern Ireland Chamber of Commerce.

Marcos Molina

Member of the Board Marcos Molina is a member of the Issuer’s board of directors. He has extensive experience in the sections we operate in. He has worked in the beef sector since the age of 16, when he started his own business. Mr. Molina was the chief executive officer of Marfrig from the date of its incorporation until 2013. Mr. Molina is also a shareholder and chief executive officer of MMS Participações, the controlling shareholder of Marfrig. Mr. Molina holds a high school degree.

Compensation of Directors

The aggregate salary and fees, performance-related remuneration and bonuses, pension contributions and other benefits paid to our board of directors, excluding compensation to our managers in respect of their role as officers, was £0.00 for the year ended December 31, 2014.

Compensation of Senior Management

For the year ended December 31, 2014, we paid an aggregate of £3.6 million to our senior management.

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PRINCIPAL SHAREHOLDERS

The Issuer

The Issuer is Moy Park (Bondco) Plc which has outstanding share capital of £12,500. All of the Issuer’s issued and outstanding shares are held by Moy Park (Newco) Limited.

Moy Park Moy Park is a wholly-owned subsidiary of Marfrig Holdings and was incorporated in Northern Ireland as a private limited company on August 29, 2008 with registration number NI070325. Its registered office and business address is 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom. The registered telephone number is +44(0)28 3835 2233. Moy Park’s ultimate indirect corporate parent entity is Marfrig, which is Marfrig Holdings’ 100.0% shareholder.

Moy Park’s constitutional documents and any other documents referred to in this Offering Memorandum concerning Moy Park can be inspected at Moy Park’s headquarters in Northern Ireland. The issued and fully paid up share capital of Moy Park as of April 9, 2015 amounts to a total of £2,774,176.12 divided into 277,417,612 common shares, each with a nominal value of £.01. Moy Park’s historical financial information for the years ended December 31, 2012, 2013 and 2014 may be found elsewhere in this Offering Memorandum.

Marfrig Holdings Marfrig Holdings, Moy Park’s direct parent company and a wholly-owned subsidiary of Marfrig organised and existing under the laws of the Netherlands, was incorporated as a private limited liability company on October 8, 2007 and registered with the Trade Register of the Chamber of Commerce for Amsterdam under file number 28117368. The registered office of Marfrig Holdings and the business address for the managing director of Marfrig Holdings is at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands. The registered telephone number is +31 20 572 2300. Marfrig Holdings’ constitutional documents and any other documents referred to in this Offering Memorandum concerning Marfrig Holdings can be inspected at Marfrig’s headquarters in Brazil. The articles of association of Marfrig Holdings have most recently been amended by a deed of amendment, dated December 22, 2009. The issued and fully paid-up share capital of Marfrig Holdings amounts to a total of €240,380,600, divided into 2,403,806 common shares, each with a nominal value of €100. Marfrig Holdings’ authorised capital amounts to €750 million, divided into 7,500,000 common shares, each with a nominal value of €100.

Marfrig Marfrig is a Brazilian publicly held corporation (sociedade por ações), founded in 2000 with an undetermined term, and headquartered at Avenida Chedid Jafet 222, Bloco A – 5th floor, sala 1, São Paulo, SP, Brazil. Marfrig registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) on September 18, 2007.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following discussion is a brief summary of certain material arrangements, agreements and transactions we have with related parties. We also engage in other transactions with related parties that we do not perceive as material. These include lease agreements, at market conditions, of properties from individuals who are still active in our operations or hold minimal amounts of our share capital. Other related party transactions with members of the Marfrig Group are as follows:

Transaction amount Balance owed/(owing) As of As of December 31, December 31,

2012 2013 2014 2012 2013 2014

Related party Transaction relationship type (£’000) (£’000) Purchases(1)/ Group Companies recharges(2) (14,524) (11,456) (37,465) (454) (1,839) (3,334)

Group Companies Loan(3)s (2,310) (815) (154) (9,655) (8,813) 413

Notes: (1) Refers to purchases of meat from Marfrig and its subsidiaries on an arm’s length pricing basis. (2) Refers to recharges of various corporate costs, such as insurance, which are incurred centrally on behalf of all parties and recharged at cost. (3) Refers to loans from Marfrig Group companies for working capital and capital expenditure requirements, with interest charged on an arm’s length basis.

These transactions are trading relationships which are made at market value. We have not made any provisions for bad or doubtful debts in respect of related party debtors nor has any guarantee been given in 2012, 2013 or 2014 regarding related party transactions. As far as we are aware, no conflicts of interest exist, as a result of these or any other transactions, between any duties owed to the Issuer by its directors or officers and their private interests and other duties.

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DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS

The following is a summary of certain of our significant financing arrangements as of December 31, 2014, excluding the Notes offered in the Offering.

Financing Agreements

Receivables Financing Agreement

General Moy Park Limited and Barclays Bank PLC (“Barclays”) entered into our £45,000,000 Receivables Financing Agreement on March 8, 2013. The Receivables Financing Agreement is an off-balance sheet arrangement and renews an earlier agreement that was entered into in 2010. The Receivables Financing Agreement may be used for general corporate purposes. It has a minimum period of 36 months and thereafter may be terminated by either party with at least three months’ notice. If the facility is terminated prior to the end of the 36-month period, Moy Park Limited must pay all sums due and payable but unpaid, including breakage costs. There is no interest applicable to the Receivables Financing Agreement. Barclays is remunerated through certain fees payable to it by us, including an annual service fee. A portion of the proceeds from this offering will be used to pay down on the Receivables Financing Agreement. See “Use of Proceeds.” On May 19, 2014, Moy Park Limited and Barclays agreed to a waiver of certain provisions of the Receivables Financing Agreement to permit Moy Park Limited to remain in compliance with all provisions of the Receivables Financing Agreement upon the issuance of the Initial Notes.

Financial covenants Under the Receivables Financing Agreement, all indebtedness incurred in respect of borrowed money, less all cash deposits, held within a group of entities including Moy Park Limited, O’Kane Poultry Limited and Dungannon Proteins Limited (the “Financial Covenant Group”), at the end of each financial year ending on or after March 31, 2012, may not be more than two times the EBITDA of the Financial Covenants Group during that financial year. Moreover, EBIT for the Financial Covenant Group during each equivalent financial year must be more than four times greater than all interest, acceptance commission, payments under interest rate management arrangements and other continuing regular or periodic costs, charges and expenses in the nature of interest incurred by the Financial Covenant Group during the applicable financial year in effecting, servicing or maintaining borrowings or borrowing facilities, which is tested on the final day of each financial quarter. Finally, the aggregate amount paid or credited as paid up on the issued share capital and the amount standing to the credit of the consolidated capital and revenue reserves of the Financial Covenant Group, tested on the final day of each financial quarter, must exceed: (a) on each test date during the year starting on (and including) the date on which the obligors originally satisfied all conditions precedent under the Receivables Financing Agreement (the “Commencement Date”) and finishing on (but excluding) the first anniversary of such date, £140,000,000;

(b) on each test date during the year starting (and including) the first anniversary of the Commencement Date and finishing on (but excluding) the second anniversary of the Commencement Date, £145,000,000; and

(c) on each test date during the financial year starting (and including) the second anniversary of the Commencement Date and finishing on (but excluding) the third anniversary of the Commencement Date, £150,000,000.

Events of default The Receivables Financing Agreement provides for customary events of default, including: (a) breach of trust; (b) non-payment; (c) breach of the facility limit; (d) failure to comply with notification obligations;

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(e) a breach of the negative pledge; (f) withdrawal of waiver; (g) failure to comply with financial covenants and other obligations; (h) misrepresentation; (i) cross-default; (j) insolvency; (k) insolvency proceedings; (l) creditors’ process; (m) unlawfulness/invalidity; (n) cessation of business; (o) change of ownership; (p) cessation of licences; (q) audit qualification; (r) expropriation; (s) repudiation and rescission of agreements; (t) litigation; (v); material adverse change; and (w) fraud and gross negligence.

Cross defaults Under the Receivables Financing Agreement, a cross-default will occur: (a) if any indebtedness in connection with monies borrowed and debit balances or any other acceptance of credit in an individual or aggregated, including receivables discounted, amount in excess of £250,000 of Moy Park Limited is not paid when due nor within any original applicable grace period;

(b) if any indebtedness in connection with monies borrowed and debit balances or any other acceptance of credit in an individual or aggregated, including receivables discounted, in an individual or aggregated amount in excess of £250,000 of Moy Park Limited is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(c) if any commitment for any indebtedness in connection with monies borrowed and debit balances or any other acceptance of credit in an individual or aggregated, including receivables discounted, in an individual or aggregated amount in excess of £250,000 of Moy Park Limited is cancelled or suspended by a creditor of Moy Park as a result of an event of default (however described); or

(d) if any creditor of Moy Park Limited becomes entitled to declare any indebtedness in connection with monies borrowed and debit balances or any other acceptance of credit in an individual or aggregated, including receivables discounted, in an individual or aggregated amount in excess of £250,000 of Moy Park Limited due and payable prior to its specified maturity as a result of an event of default (however described).

Governing law The Receivables Financing Agreement is governed by and construed and enforced in accordance with the laws of Northern Ireland.

Revolving Credit Facility On March 19, 2015, we entered into a Revolving Credit Facility Agreement. The Revolving Credit Facility provides for senior unsecured borrowings of up to £20.0 million. The Revolving Credit Facility has Barclays as lender, and the proceeds thereof were used to finance our working capital requirements (other than in respect of the Initial Notes or the Notes offered hereby). The principal borrower is Moy Park Limited. Loans may be drawn under the Revolving Credit Facility from time to time until one month prior to its final maturity on March 19, 2018. Loans under the facility may be drawn in pounds sterling or other currencies approved by the lender. Loans under the Revolving Credit Facility may be voluntarily prepaid in whole or in part upon prior notice and additional stipulations. We are required to mandatorily prepay outstanding loans upon the occurrence of certain events, such as a change of control of Moy Park Limited. Loans under the Revolving Credit Facility bear interest at a margin + LIBOR (or EURIBOR, for any loans made in euros), with the margin ranging from 2.5% to 3.5% depending on the Net Leverage applicable to the Moy Park Group on the last day of the Relevant Period. The Revolving Credit Facility contains affirmative and negative covenants, financial covenants and events of default. The financial covenants include (a) a net leverage covenant requiring that Net Leverage not

104 exceed 3.75:1 for any Relevant Period until and including March 31, 2015 and 3.5:1 for any Relevant Period thereafter and (b) an interest coverage covenant requiring that Interest Cover be no less than 3.5:1 for any Relevant Period. In addition, the Revolving Credit Facility contains customary conditions precedent that we must satisfy prior to utilising the facility, including, among others, providing documentation satisfactory to the lender. As of the date of this Offering Memorandum, no amounts were drawn under the Revolving Credit Facility.

Other Asset Financing Agreements and Chattel Mortgages Moy Park Limited has also entered various asset financing and hire purchase agreements, including with De Lage Landen Ireland Company for its equipment and other movable property, as well as certain chattel mortgages.

Initial Notes On May 29, 2014, Moy Park (Bondco) Plc issued the Initial Notes in the total gross amount of £200,000,000 under the Indenture. We used the proceeds from the offering of the Initial Notes to (i) make a distribution to Marfrig in the amount of £175.0 million to enable it to repay certain of its indebtedness; (ii) pay the deferred consideration for the purchase of the Keystone Assets in the amount of £7.5 million; (iii) retained cash in the amount of £12.5 million for general corporate purposes; and (iv) pay fees and expenses in the amount of £5.0 million in connection with the offering of the Initial Notes. The Initial Notes were offered to QIBs in the United States in reliance on the exemption from registration provided by Rule 144A and to certain non U.S. persons in offshore transactions in reliance on Regulation S. Interest on the Initial Notes are payable semi-annually on each May 29 and November 29 beginning on November 29, 2014. The Initial Notes will mature on May 29, 2021. The Initial Notes are unconditionally and irrevocably guaranteed by Moy Park Holdings (Europe) Limited, Moy Park (Newco) Limited, Moy Park Limited and O’Kane Poultry Limited. The Notes being offered pursuant to this Offering Memorandum are a further issuance of the Issuer’s 6.25% Senior Notes due 2021, and will be consolidated with, and form a single series with, the Initial Notes. See “Description of the Notes” for more information on the terms and conditions of the Initial Notes (which are the same as the terms and conditions of the Notes).

Marfrig Senior Notes Moy Park Limited and its subsidiaries are considered “restricted subsidiaries” under the Marfrig Senior notes. As restricted subsidiaries, certain covenants contained within the indentures of the Marfrig Senior notes are applicable to Moy Park and its subsidiaries, including (a) a limitation on indebtedness; (b) a limitation on restricted payments; (c) a limitation on dividend and other payment restrictions; (d) a limitation on sale of assets; (e) a limitation on transactions with affiliates; (f) a limitation on the sale or issuance of capital stock of restricted subsidiaries; and (g) a limitation on sale and lease-back transactions. Moy Park Limited and its subsidiaries are not guarantors of any of the Marfrig Senior Notes.

2016 Notes On November 16, 2006, Marfrig Overseas Limited (“Marfrig Overseas”), an exempted limited liability company incorporated under the laws of the Cayman Islands, issued U.S.$375.0 million in aggregate principal amount of senior notes due November 16, 2016. The 2016 Notes bear interest of 9.625% per year and interest payments are made in semi-annual instalments on May 16 and November 16 of each year, beginning on May 16, 2007. The 2016 Notes are unconditionally and irrevocably guaranteed by Marfrig and Marfrig Holdings (Europe) B.V. (“Marfrig Holdings”). On August 30, 2013, Marfrig announced the commencement of an offer to purchase for cash any and all of the outstanding 2016 Notes issued by Marfrig Overseas from each registered holder of the 2016 Notes. In connection with the tender offer, consents were also solicited with respect to certain proposed amendments to the 2016 Notes and the related indenture dated November 16, 2006, under which the 2016 Notes were

105 issued, providing for, among other things, elimination of substantially all restrictive covenants in the Indenture. As a result of the successful tender offer and consent solicitation process, on October 2, 2013, Marfrig entered into a supplemental indenture that removed the covenants applicable to its 2016 Notes.

2020 Notes On May 4, 2010, Marfrig Overseas issued U.S.$500.0 million in aggregate principal amount of senior notes due on May 4, 2014. The 2020 Notes bear interest of 9.50% per year with semi-annual interest payments due on May 4 and November 4 of each year, beginning on November 4, 2010. The 2020 Notes are unconditionally and irrevocably guaranteed by Marfrig and Marfrig Holdings. On March 18, 2014, Marfrig Overseas issued an additional U.S.$275.0 million in aggregate principal amount of 2020 Notes.

2018 Notes On May 9, 2011, Marfrig Holdings issued U.S.$750.0 million in aggregate principal amount of senior notes due on May 9, 2018. The 2018 Notes bear interest of 8.375% per year with semi-annual interest payments due on May 9 and November 9 of each year, beginning on November 9, 2011. The 2018 Notes are unconditionally and irrevocably guaranteed by Marfrig and Marfrig Overseas.

2017 Notes On January 24, 2013, Marfrig Holdings issued U.S.$600.0 million in aggregate principal amount of senior notes due July 24, 2017. The 2017 Notes bear interest of 9.875% per year with semi-annual interest payments due on January 24 and July 24 of each year, beginning on July 24, 2013. The 2017 Notes are unconditionally and irrevocably guaranteed by Marfrig and Marfrig Overseas.

2021 Notes On September 20, 2013, Marfrig Holdings issued U.S.$400.0 million in aggregate principal amount of senior notes due September 20, 2021. The 2021 Notes bear interest of 11.250% per year with semi-annual interest payments due on September 20 and March 20 of each year, beginning on March 20, 2014. The 2021 Notes are unconditionally and irrevocably guaranteed by Marfrig and Marfrig Overseas.

2019 Notes On June 10, 2014, Marfrig Holdings issued U.S.$850.0 million in aggregate principal amount of senior notes due June 24, 2019. The 2019 Notes bear interest of 6.875% per year with semi-annual interest payments due on June 24 and December 24 of each year, beginning on December 24, 2014. The 2019 Notes are unconditionally and irrevocably guaranteed by Marfrig and Marfrig Overseas.

Tender offer with respect to the 2017 Notes and 2021 Notes On March 25, 2014, Marfrig announced the commencement of offers by Marfrig Holdings to purchase for cash an amount of (1) up to U.S.$100 million in aggregate principal amount of the 2021 Notes, and (2) up to U.S.$130 million, less the aggregate principal amount of the 2021 Notes tendered and accepted, in aggregate principal amount of the 2017 Notes. On April 23, 2014, Marfrig announced the results of these offers, which were that U.S.$57,135,000 of aggregate principal amount of the 2021 Notes were tendered and accepted and U.S.$72,865,000 of the aggregate principal amount of the 2017 Notes were tendered and accepted. On June 5, 2014, Marfrig announced the commencement of offers by Marfrig Holdings to purchase for cash an amount of (1) any and all outstanding 2021 Notes, and (2) any and all outstanding 2017 Notes. On July 7, 2014, Marfrig announced the results of these offers, which were that U.S.$286,199,000 of aggregate principal amount of the 2021 Notes were tendered and accepted and U.S.$369,991,000 of the aggregate principal amount of the 2017 Notes were tendered and accepted.

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DESCRIPTION OF THE NOTES

The following summary describes certain provisions of the notes and the indenture. This summary is subject to and qualified in its entirety by reference to the provisions of the indenture and the notes. Capitalised terms used in the following summary and not otherwise defined herein shall have the meaning ascribed to them in the indenture. You may obtain copies of the indenture upon request to the Company at the addresses set forth under “Available Information.” On May 29, 2014, Moy Park (Bondco) Plc (the “Issuer”) issued £200,000,000 aggregate principal amount of 6.25% Senior Notes due 2021 (the “Initial Notes”) under the indenture (the “Indenture”), dated May 29, 2014, among the Issuer, the Company, Moy Park (Newco) Limited, Moy Park Limited and O’Kane Poultry Limited, as guarantors, The Bank of New York Mellon, as trustee (the “Trustee”), registrar, transfer agent and principal paying agent, The Bank of New York Mellon, London Branch, as principal paying agent and The Bank of New York Mellon SA/NV, Dublin Branch, as Irish paying agent. The Notes offered hereunder and the Initial Notes will be consolidated with and will form a single series of notes for all purposes under the Indenture, including for purposes of determining whether the required percentage of holders of record has given approval or consent to an amendment or waiver or joined in directing the trustee to take certain actions on behalf of all the holders. In this Description of Notes, the term “Notes” shall refer to the notes issued hereunder and the Initial Notes. The £100.0 aggregate principal amount of 6.25% Senior Notes due 2021 (the “Notes”) offered hereby will be a further issuance of securities pursuant to Section 2.12 of, and governed by, the Indenture, in a private transaction that is not subject to the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The terms of the Notes include those set forth in the Indenture. The Indenture will not be qualified under, incorporate provisions by reference or be subject to the U.S. Trust Indenture Act of 1939, as amended. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indenture. The holders of the Notes will be entitled to the benefits of, are bound by, and are deemed to have notice of, all the provisions of the Indenture. Wherever defined terms of the Indenture are referred to, such defined terms are incorporated herein by reference. We urge you to read the Indenture and the Notes because they, and not this description, define your rights as holders of the Notes. Copies of the Indenture and the form of Note will be available as set forth below under “Available Information.” Certain terms used in this description are defined under the subheading “—Certain Definitions.” For purposes of this “Description of the Notes,” the term “the Company” means Moy Park Holdings Europe Limited and its successors under the Indenture, in each case excluding its Subsidiaries. The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

General

Principal and Maturity

The Issuer will issue £100.0 aggregate principal amount of Notes on the Issue Date. The Notes will mature on May 29, 2021. The Notes will be issued in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof. The rights of holders of beneficial interests in the Notes to receive the payments on such Notes will be subject to applicable procedures of Euroclear and Clearstream.

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Interest

Interest on the Notes Interest on the Notes will accrue at the rate of 6.25% per annum and will be payable, in cash, semi- annually in arrears on May 29 and November 29 of each year, commencing on November 29, 2014, to holders of record on the immediately preceding May 14 and November 14, respectively. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each interest period shall end on (but not include) the relevant interest payment date. If the due date for any payment in respect of any Notes is not a Business Day at the place at which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay.

Additional Notes

From time to time, subject to the Issuer’s compliance with the covenants described under the headings “—Restrictive Covenants—Limitation on Indebtedness,” the Issuer is permitted to issue additional Notes, which shall have the terms set out in an Officer’s Certificate supplied to the Trustee (“Additional Notes”). Such Additional Notes will be treated, along with all other series of Notes, including the Initial Notes issued on May 29, 2014, as a single class for the purposes of the Indenture with respect to waivers, amendments and all other matters which are not specifically distinguished for such series; provided that Additional Notes will not be issued with the same CUSIP, ISIN or common code, as applicable, as an existing series of Notes unless such Additional Notes are fungible with such existing series of Notes for U.S. federal income tax purposes. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the Notes,” references to “Notes” shall be deemed to include references to the Initial Notes, the Notes being issued in connection with this offering as well as any Additional Notes. The Initial Notes and any Additional Notes shall be deemed to form one series and references to the “Notes” shall be deemed to refer to the Initial Notes, the Notes being issued in connection with this offering as well as any Additional Notes.

Ranking

The Notes

 will be general, senior obligations of the Issuer;

 will rank equally in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes (except those obligations preferred by statute or operation of law);

 will be senior in right of payment to all future indebtedness of the Issuer that is subordinated in right of payment to the Notes;

 will be effectively subordinated to any existing and future indebtedness of the Issuer that is secured by property or assets that do not secure the Notes, to the extent of the value of the property or assets securing such indebtedness;

 will be structurally subordinated to any existing and future indebtedness of subsidiaries of the Company that do not guarantee the Notes; and

 will be unconditionally guaranteed by the Guarantors, subject to the guarantee limitations described herein and in “Risk Factors—Risks Related to the Offer and the Notes—Each Notes

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Guarantee will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and enforceability.”

The Notes Guarantees

 will be senior, unsubordinated obligations of the relevant Guarantor;

 will rank equally in right of payment with all of the Guarantors’ existing and future Senior Indebtedness, including (i) debt under the New Revolving Credit Agreement, (ii) any Hedging Obligations and (iii) certain other future Senior Indebtedness permitted under the Indenture;

 will rank senior in right of payment to all existing and future subordinated indebtedness of the Guarantors;

 will be effectively subordinated to any existing and future indebtedness of the Guarantors that is secured by property or assets that do not secure the Guarantors’ guarantees of the Notes on an equal basis, to the extent of the value of the property or assets securing such indebtedness;

 will be structurally subordinated to any existing and future indebtedness of subsidiaries of the Company that do not guarantee the Notes; and

 will be subject to limitations described herein and in “Risk Factors—Risks Related to the Offer and the Notes—Each Notes Guarantee will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and enforceability.”

Notes Guarantees

The obligations of the Issuer pursuant to the Notes, including any payment obligation resulting from a Change of Control, will be guaranteed jointly and severally on a senior basis, by the Company and certain Restricted Subsidiaries (as defined herein) of the Company (each a “Guarantor” and each such guarantee, a “Notes Guarantee”). The obligations of the Guarantors will be contractually limited under the applicable Notes Guarantees to reflect limitations under applicable law with respect to maintenance of share capital, corporate benefit, fraudulent conveyance and other legal restrictions applicable to the Guarantors and their respective shareholders, directors and general partners. For a description of such contractual limitations, see “Certain Insolvency Considerations and Limitations on the Validity and Enforceability of the Notes Guarantees.” The Company, together with the following initial Guarantors, guarantees the Notes as of the Issue Date:

Jurisdiction of Entity Organisation Moy Park (Newco) Limited ...... Northern Ireland Moy Park Limited ...... Northern Ireland O’Kane Poultry Limited ...... Northern Ireland

(collectively, with any Restricted Subsidiaries that provide a Notes Guarantee after the Issue Date, the “Subsidiary Guarantors” and together with the Company, the Guarantors”). The Guarantors, taken together with the Issuer, accounted for 85.5% of our total assets as of December 31, 2014 and 77.2% of our revenue and 89.2% of our Adjusted EBITDA on a consolidated basis for the year ended December 31, 2014.

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Each Notes Guarantee will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable law, including applicable fraudulent conveyance laws, or as otherwise required to comply with corporate benefit, financial assistance and other laws. By virtue of this limitation, a Guarantor’s obligation under its Notes Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Notes Guarantee. See “Risk Factors—Risks Related to the Offer and the Notes—Each Notes Guarantee will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and enforceability,” and “Risk Factors— Risks Related to the Offer and the Notes— Insolvency laws of Northern Ireland and other jurisdictions may provide you with less protection than U.S. bankruptcy law.” The Notes Guarantee of a Guarantor will terminate and be released upon: (1) except in the case of the Notes Guarantee given by the Company (the “Parent Guarantee”), a sale or other disposition (including by way of consolidation or merger) of ownership interests in the Guarantor (directly or through a parent company) such that the Guarantor does not remain a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary), in each case, otherwise as permitted by the Indenture;

(2) except in the case of the Parent Guarantee, in connection with any sale or other disposition of Capital Stock of that Guarantor (or Capital Stock of any Parent of such Guarantor (other than the Company)) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of the Indenture governing “Limitation on Sales of Assets” and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;

(3) except in the case of the Parent Guarantee, if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Defeasance” and “—Satisfaction and Discharge;”

(5) as described under the caption “—Modification of the Indenture;” or

(6) except in the case of the Parent Guarantee, with respect to a Guarantor that is not a Significant Subsidiary, so long as no Event of Default has occurred and is continuing, to the extent that such Guarantor does not incur or guarantee any other Indebtedness with a principal amount in excess of £1 million.

Substantially all the operations of the Company are conducted through its Subsidiaries. Claims of creditors of non-guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred and minority stockholders (if any) of those Subsidiaries generally will have priority with respect to the assets and earnings of those Subsidiaries over the claims of creditors of the Issuer and the Guarantors, including Holders of the Notes. The Notes and each Notes Guarantee therefore will be effectively subordinated to creditors (including trade creditors) and preferred and minority stockholders (if any) of Subsidiaries of the Company (other than the Guarantors). As of December 31, 2014, the Restricted Subsidiaries that will not guarantee the Notes had £13,074 million in outstanding debt owed to third parties. Although the Indenture limits the incurrence of Indebtedness (which includes Disqualified Stock and Preferred Stock of Restricted Subsidiaries), the limitation is subject to a number of significant exceptions. Moreover, the Indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “— Restrictive Covenants—Limitation on Indebtedness.”

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Additional Guarantees

If, at any time after the Issue Date, any of the Company’s Restricted Subsidiaries which is not already a Subsidiary Guarantor becomes a Significant Subsidiary, then the Company shall promptly cause such Significant Subsidiary to guarantee, on an unsecured basis, all of the obligations of the Company and the Guarantors under the Notes and the Indenture by executing a supplemental indenture. In addition, each Restricted Subsidiary of the Company that guarantees certain other Indebtedness shall also enter into a supplemental indenture as a Subsidiary Guarantor. Notwithstanding the foregoing, each additional Notes Guarantee will be limited to the maximum amount that (1) would not render such Subsidiary Guarantor’s obligations subject to avoidance under applicable law, including applicable fraudulent conveyance laws or as otherwise required to comply with corporate benefit, financial assistance or other laws or (2) would not result in a breach or violation by such Significant Subsidiary of any existing agreement to which it is a party at the time it becomes a Significant Subsidiary.

The Issuer

The Issuer was formed as a public liability company under the laws of Northern Ireland on May 14, 2014 under registration number NI624604. As of the date of this Offering Memorandum, the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptance credits, mortgages, charges or guarantees or other contingent liabilities other than the Initial Notes.

Restricted Subsidiaries and Unrestricted Subsidiaries

As of the date hereof, the Company has no Unrestricted Subsidiary under the Indenture. All Subsidiaries of the Company are Restricted Subsidiaries under the Indenture as of the date hereof.

Methods of Receiving Payments on the Notes

Principal, premium, if any, interest and Additional Amounts (as defined below), if any, on the Global Notes (as defined below) will be payable at the specified office or agency of the Paying Agent; provided that all such payments with respect to Notes represented by one or more Global Note registered in the name of or held by a nominee of the common depository for Euroclear and Clearstream, will be made by wire transfer of immediately available funds to the account specified by the Holder or Holders thereof, in accordance with the procedures of Euroclear and Clearstream. Principal, premium, if any, interest and Additional Amounts, if any, on any certificated securities (“Definitive Registered Notes”) will be payable at the specified office or agency of the Paying Agent in London maintained for such purposes. In addition, interest on the Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the register for the Definitive Registered Notes. See “—Paying Agent and Registrar for the Notes.”

Paying Agent and Registrar for the Notes

The Issuer will maintain one or more paying agents for the Notes in London (the “Paying Agent”). The Issuer will also undertake, to the extent possible, to use reasonable efforts to maintain a paying agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC regarding the taxation of savings income (the “Savings Directive”). The initial Paying Agent for the Notes will be The Bank of New York Mellon.

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The initial registrar and transfer agent will be The Bank of New York Mellon (the “Registrar”). The Registrar and the transfer agent will maintain a register reflecting ownership of Definitive Registered Notes outstanding from time to time, if any, and will make payments on and facilitate transfers of Definitive Registered Notes on behalf of the Issuer. Each transfer agent shall perform the functions of a transfer agent. The Issuer may change any Paying Agent, Registrar or transfer agent for the Notes without prior notice to the Holders of the Notes. However, for so long as the Notes are listed on the Global Exchange Market of the Irish Stock Exchange and the Global Exchange Market Rules of the Irish Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent through the Company Announcements Office of the Irish Stock Exchange. Such notice of the change in a Paying Agent, Registrar or Transfer Agent may also be published in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (www.ise.ie).

Transfer and Exchange

The Notes will initially be issued in the form of registered notes in global form without interest coupons, as follows:

 The Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act will initially be represented by global notes in registered form without interest coupons attached (the “144A Global Notes”).

 The 144A Global Notes will, upon issuance, be deposited with and registered in the name of the nominee for the common depositary for the accounts of Euroclear and Clearstream.

 The Notes sold outside the United States pursuant to Regulation S under the U.S. Securities Act will initially be represented by global notes in registered form without interest coupons attached (the “Regulation S Global Notes” and, together with the 144A Global Notes, the “Global Notes”).

 The Regulation S Global Notes will, upon issuance, be deposited with and registered in the name of the nominee for the common depositary for the accounts of Euroclear and Clearstream.

Ownership of interests in the Global Notes (“Book-Entry Interests”) will be limited to persons that have accounts with Euroclear or Clearstream or persons that may hold interests through such participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be subject to the restrictions on transfer and certification requirements summarised below and described more fully under “Transfer Restrictions.” In addition, transfers of Book-Entry Interests between participants in Euroclear or participants in Clearstream will be effected by Euroclear or Clearstream, as applicable, pursuant to customary procedures and subject to the applicable rules and procedures established by Euroclear or Clearstream, as applicable, and their respective participants.

Book-Entry Interests in the 144A Global Notes may be transferred to a person who takes delivery in the form of Book-Entry Interests in the Regulation S Global Notes only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Regulation S under the U.S. Securities Act. Prior to 40 days after the date of initial issuance of the Notes, ownership of Book-Entry Interests in Regulation S Global Notes will be limited to persons that have accounts with Euroclear or Clearstream or persons who hold interests through Euroclear or Clearstream, and any sale or transfer of such interest to U.S. persons shall not be permitted during such period unless such resale or transfer is made pursuant to Rule 144A under the U.S. Securities Act. Subject to the foregoing, Regulation S Book-Entry Interests may be transferred to a person who takes delivery in the form of 144A Book-Entry Interests only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made

112 to a person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under “Transfer Restrictions” and in accordance with any applicable securities law of any other jurisdiction. Any Book-Entry Interest that is transferred as described in the immediately preceding paragraphs will, upon transfer, cease to be a Book-Entry Interest in the Global Note from which it was transferred and will become a Book-Entry Interest in the Global Note to which it was transferred. Accordingly, from and after such transfer, it will become subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in the Global Note to which it was transferred. If Definitive Registered Notes are issued, they will be issued only in minimum denominations of £100,000 aggregate principal amount and integral multiples of £1,000 in excess thereof, upon receipt by the Registrar of instructions relating thereto and any certificates, opinions and other documentation required by the Indenture. It is expected that such instructions will be based upon directions received by Euroclear or Clearstream, as applicable, from the participant that owns the relevant Book-Entry Interests. Definitive Registered Notes issued in exchange for a Book-Entry Interest will, except as set forth in the Indenture or as otherwise determined by the Issuer to be in compliance with applicable law, be subject to, and will have a legend with respect to, the restrictions on transfer summarised below and described more fully under “Transfer Restrictions.” Subject to the restrictions on transfer referred to above, Notes issued as Definitive Registered Notes may be transferred or exchanged, in whole or in part, in minimum denominations of £100,000 in aggregate principal amount and integral multiples of £1,000 in excess thereof. In connection with any such transfer or exchange, the Indenture will require the transferring or exchanging holder to, among other things, furnish appropriate endorsements and transfer documents, to furnish information regarding the account of the transferee at Euroclear or Clearstream, as applicable, to furnish certain certificates and opinions, and to pay any taxes, duties and governmental charges in connection with such transfer or exchange. Any such transfer or exchange will be made without charge to the Holder, other than any taxes, duties and governmental charges payable in connection with such transfer. Notwithstanding the foregoing, the Registrar is not required to register the transfer or exchange of any Notes:

(1) for a period of 15 days prior to any date fixed for the redemption of such Notes;

(2) for a period of 15 days immediately prior to the date fixed for selection of such Notes to be redeemed in part;

(3) for a period of 15 days prior to the record date with respect to any interest payment date applicable to such Notes; or

(4) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer.

The Issuer, the Trustee, the Registrar and the Paying Agent will be entitled to treat the Holder of a Note as the owner of it for all purposes.

The Proceeds Loan

After the issuance of the Initial Notes, the Issuer, as lender, and Moy Park (Newco) Limited (“Newco”), as borrower, have entered into a proceeds loan agreement (the “Initial Proceeds Loan Agreement”) pursuant to which the Issuer lent to Newco the proceeds (the “Initial Proceeds Loan”) of the Initial Notes. After the issuance of the Notes, the Issuer, as lender, and Newco, as borrower will also enter into another proceeds loan agreement (the “Proceeds Loan Agreement”) pursuant to which the Issuer will lend to Newco the proceeds of the Notes (the “Proceeds Loan”).

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The Proceeds Loan is denominated in pounds sterling in aggregate principal amount of £98.0 million. The Proceeds Loan bears interest at a rate at least equal to the interest rate of the Notes. Interest on the Proceeds Loan will be payable semi-annually in arrears, on or prior to the dates for the payment of interest on the Notes. The Proceeds Loan Agreement provides that Newco will pay the Issuer interest, premium and principal due and payable on the Notes and any Additional Amounts due thereunder. All amounts payable under the Proceeds Loan will be payable to such account or accounts with such Person or Persons as the Issuer may designate. The maturity date of the Proceeds Loan is the same as the maturity date of the Notes. Except as otherwise required by law, all payments under the Proceeds Loan Agreement will be made without deductions or withholding for, or on account of, any applicable tax. In the event that Newco is required to make any such deduction or withholding, such entity shall gross-up each payment to the Issuer to ensure that the Issuer receives and retains a net payment equal to the payment which it would have received had no such deduction or withholding been made. The Proceeds Loan Agreement provides that Newco will make all payments pursuant thereto on a timely basis in order to ensure that the Issuer can satisfy its payment obligations under the Notes and the Indenture, taking into account the administrative and timing requirements under the Indenture with respect to amounts payable on the Notes.

Optional Redemption

Except as set forth herein and under “—Optional Tax Redemption,” the Notes are not redeemable at the option of the Issuer. At any time prior to May 29, 2017, the Issuer may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of such Notes plus the relevant Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the redemption date. At any time and from time to time on or after May 29, 2017, the Issuer may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date:

Twelve month period commencing May 29 in Percentage 2017...... 103.1250% 2018...... 101.5625% 2019 and thereafter ...... 100.0000%

At any time and from time to time prior to May 29, 2017, the Issuer may redeem the Notes with the net cash proceeds received by the Issuer from any Public Equity Offering at a redemption price equal to 106.25% plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes (including Additional Notes); provided that: (1) in each case the redemption takes place not later than 90 days after the closing of the related Public Equity Offering; and

(2) not less than 65% of the original aggregate principal amount of the Notes being redeemed (including the aggregate principal amount of any Additional Notes) remains outstanding immediately thereafter.

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Notice of any redemption upon any Public Equity Offering may be given prior to the completion thereof.

General Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to a Public Equity Offering, the consummation of such Public Equity Offering). If the Issuer effects an optional redemption of the Notes, it will, for so long as the Notes are listed on the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name such Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer.

Sinking Fund

The Issuer will not be required to make mandatory redemption payments or sinking fund payments with respect to the Notes.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee or the Registrar, as applicable, will select such Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which such Notes are listed, as certified to the Trustee or the Registrar, as applicable, by the Issuer, and in compliance with the requirements of Euroclear or Clearstream, or if such Notes are not so listed or such exchange prescribes no method of selection and such Notes are not held through Euroclear or Clearstream or Euroclear or Clearstream prescribe no method of selection, on a pro rata basis or by use of a pool factor; provided, however, that no Note of £100,000 in aggregate principal amount or less shall be redeemed in part and only Notes in integral multiples of £1,000 will be redeemed. Neither the Trustee nor the Registrar will be liable for any selections made by it in accordance with this paragraph. For Notes which are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear or Clearstream for communication to entitled account holders in substitution for the aforesaid mailing. So long as any Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the Global Exchange Market Rules of the Irish Stock Exchange so require, any such notice to the holders of the relevant Notes shall also be published in a newspaper having a general circulation in Ireland (which is expected to be the Irish Times) or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (www.ise.ie) and, in connection with any redemption, the Issuer will notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed, in which case a portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

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Optional Tax Redemption

The Notes may be redeemed at the Issuer’s election, as a whole, but not in part, by the giving of notice as provided in the Indenture, at a price in pounds sterling equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued and unpaid interest to the redemption date, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United Kingdom or any political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations or rulings in the United Kingdom, the Issuer becomes obligated to pay Additional Amounts on the Notes, if such change or amendment is first announced on or after the Issue Date and such obligation cannot be avoided by the Issuer taking reasonable measures available to it; provided, however, that for the avoidance of doubt, reasonable measures shall not include changing the jurisdiction of the Issuer or the incurrence of material out-of-pocket costs by the Issuer or an Affiliate thereof and no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts, were a payment in respect of the Notes then due.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes.

Restrictive Covenants

Limitation on Restricted Payments (1) The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to:

(a) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) or similar payment to the direct or indirect holders of its Capital Stock except dividends or distributions payable solely in the form of its Capital Stock (other than Disqualified Stock) and except dividends or distributions payable to the Company or any Restricted Subsidiary (and, if such Restricted Subsidiary has shareholders other than the Company or any other Restricted Subsidiary, to its other shareholders on a pro rata basis);

(b) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or another Restricted Subsidiary (other than a purchase, redemption, retirement or other acquisition for value that would constitute a Permitted Investment);

(c) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase, redemption, defeasance or other acquisition of Subordinated Obligations made in anticipation of satisfying a sinking fund obligation, a principal instalment or a final maturity, in each case, due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition); or

(d) make any Investment (other than a Permitted Investment) in any Person;

(the actions described in clauses (a) through (d) above being herein referred to as “Restricted Payments” and each, a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(i) an Event of Default will have occurred and be continuing;

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(ii) the Company or a Restricted Subsidiary is not able to Incur an additional £1.00 of Indebtedness pursuant clause (1) under the “—Limitation on Indebtedness” covenant after giving effect, on a pro forma basis, to such Restricted Payment; or

(iii) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the management of the Company or the applicable Restricted Subsidiary) declared or made subsequent to the Issue Date would exceed the sum of, without duplication:

(A) 50% of Consolidated Net Income accrued during the period (treated as one accounting period) from the Issue Date to the end of the most recent fiscal quarter for which financial statements are available prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will be a deficit, minus 100% of such deficit); plus

(B) the aggregate Net Cash Proceeds, and the Fair Market Value of any property, received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Restricted Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); plus

(C)

(1) the amount of a Guarantee of the Company or any Restricted Subsidiary upon the unconditional release in full of the Company or such Restricted Subsidiary from such Guarantee if such Guarantee was previously treated as a Restricted Payment; and

(2) in the event that the Company or any Restricted Subsidiary makes an Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the Company’s or such Restricted Subsidiary’s existing Investment in such Person;

provided that any amount added pursuant to clauses (1) and (2) of this clause (C) shall not exceed the amount of such Investment or Guarantee, respectively, previously made and treated as a Restricted Payment and not previously added pursuant to this clause (iii); provided, however, that no amount will be included under this clause (C) to the extent it is already included in Consolidated Net Income; plus

(D) the amount by which Indebtedness of the Company or any Restricted Subsidiary is reduced on the Company’s balance sheet or the balance sheet of any Restricted Subsidiary, in each case, upon the conversion or exchange (other than for Indebtedness held by the Company or any Restricted Subsidiary) subsequent to the Issue Date of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the Fair Market Value of other property distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); plus

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(E) the amount equal to the net reduction of Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases or redemptions of such Investment by such Person, proceeds realised upon the sale of such Investment, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary; provided that any amount added pursuant to this clause (E) shall not exceed the amount of such Investment previously made and treated as a Restricted Payment; provided, however, that no amount will be included under this clause (E) to the extent it is already included in Consolidated Net Income.

(2) The provisions of clause (1) above will not prohibit:

(a) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Capital Stock or Subordinated Obligations of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any of its Restricted Subsidiaries to the extent that such sale to an employee stock ownership plan or other trust was financed by loans from or Guaranteed by the Company or a Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that (x) such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments and (y) the Net Cash Proceeds from such sale of Capital Stock, to the extent such Net Cash Proceeds are used for such purchase, repurchase, redemption, defeasance, acquisition or retirement, will be excluded from clause (1)(d)(iii)(B) of this covenant;

(b) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company that is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” below; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value will be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;

(c) so long as no Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations at a purchase price of up to 101% of the principal amount thereof (together with accrued and unpaid interest) in the event of the occurrence of a Change of Control; provided, however, that prior to such purchase or redemption, the Company (or a third party to the extent permitted by the Indenture) has made the Change of Control Offer described under “—Repurchases at the Option of the Holders of the Notes upon a Change of Control” and has purchased all Notes validly tendered and not withdrawn pursuant thereto; and provided further that any such purchase shall be included in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;

(d) dividends paid in accordance with applicable law after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that the payment or declaration, but not both the payment and the declaration, of such dividend will be included in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;

(e) as long as no Default or Event of Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations from Net Available Cash to the extent permitted by the covenant described under “—Limitation on Sale of Assets”; provided, however, that such

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purchase or redemption shall be included in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;

(f) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, following an Initial Public Offering of the Capital Stock of the Company or a Parent Entity, the payment of dividends on the Capital Stock of the Company in an amount not to exceed in any fiscal year the greater of (a) 6% of the net cash proceeds received by the Company in any such Initial Public Offering or subsequent Public Equity Offering or contributed to the equity (other than through the issuance of Disqualified Stock) of the Company and (b) an amount equal to the greater of (i) 5% of the Market Capitalisation and (ii) 5% of the IPO Market Capitalisation, provided that in the case of this clause (b), after giving pro forma effect to the payment of any such dividend or making of any such distribution, the Net Debt to EBITDA Ratio would not exceed 2.25 to 1.0;

(g) so long as no Default or Event of Default has occurred and is continuing, the purchase, redemption or other acquisition, cancellation or retirement for value of any of the Company’s Capital Stock or any Capital Stock of any of its Restricted Subsidiaries held by any then existing or former director, officer, employee, independent contractor or consultant of the Company or any of its Restricted Subsidiaries or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided, however, that the price paid for all repurchased, redeemed, acquired, cancelled or retired Capital Stock in all cases does not exceed £5 million in the aggregate;

(h) so long as no Default or Event of Default has occurred and is continuing, the payment of any dividend by a Restricted Subsidiary, on a pro rata basis or on a basis more favourable to the Company, to all holders of any class of Capital Stock of such Restricted Subsidiary;

(i) repurchases of Capital Stock of the Company deemed to occur upon exercise of warrants, options or rights to acquire Capital Stock in each case in connection with employee stock option or stock purchase agreements or other agreements to compensate management employees, if such Capital Stock represents a portion of the exercise price of such warrants, options or rights or nominal cash payments in lieu of issuances of fractional shares;

(j) corporate reimbursement expenses to members of the Marfrig Group of up to £6 million per year;

(k) other Restricted Payments in an aggregate amount not to exceed £30 million since the Issue Date; provided, however, that at the time of, and after giving effect to, the proposed Restricted Payment (a) no Default or Event of Default has occurred and is continuing, and (b) the Company could incur at least an additional £1.00 of Indebtedness pursuant to clause (1) under the “—Limitation on Indebtedness” covenant after giving effect, on a pro forma basis, to such Restricted Payment; and

(l) a distribution or dividend on or about the Issue Date as described in “Use of Proceeds” in the offering memorandum relating to the offering of the Initial Notes.

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred, issued, purchased, repurchased, redeemed, retired, defeased or otherwise acquired by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. For the avoidance of doubt, in no event will the restrictions in this covenant cause the Company, any Restricted Subsidiary or any Parent Entity to violate the Existing Marfrig Indentures.

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Limitation on Indebtedness (1) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Issuer or any Guarantor may Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto and the application of the proceeds therefrom, both (a) the Net Debt to EBITDA Ratio would be no greater than 3.5:1.0 and (b) the Net Senior Debt to EBITDA Ratio would be no greater than 3.0:1.0.

(2) Notwithstanding clause (1) above, the Company or any Restricted Subsidiary may Incur the following Indebtedness:

(a) intercompany Indebtedness between or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided, however, that:

(i) if the Company or any Subsidiary Guarantor is the obligor and such Indebtedness is owed to a Subsidiary of the Company other than a Guarantor or the Issuer, such Indebtedness must be subordinated in right of payment to the Notes and any applicable Notes Guarantee; and

(ii) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (a);

(b) Indebtedness:

(i) represented by the Notes and the Notes Guarantee (other than any Additional Notes);

(ii) outstanding on the Issue Date; or

(iii) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this subclause (b) or the foregoing clause (1);

(c)

(i) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilised to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of, or was otherwise acquired by, the Company); provided, however, that on the date that such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur £1.00 of additional Indebtedness pursuant to clause (1) above after giving effect to the Incurrence of such Indebtedness pursuant to this subclause (i); and

(ii) Refinancing Indebtedness Incurred by the Company or a Restricted Subsidiary in respect of Indebtedness Incurred pursuant to this clause (c);

(d) Indebtedness in respect of bankers’ acceptances, deposits, promissory notes, letters of credit, self-insurance obligations, performance, surety, appeal or similar bonds and Guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of its business or Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;

(e) Purchase Money Obligations and Capitalised Lease Obligations in an aggregate principal amount not to exceed £15 million at any one time outstanding;

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(f) Hedging Obligations of the Company or any Restricted Subsidiary in the ordinary course of business or directly related to Indebtedness permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the Indenture;

(g)

(i) Indebtedness of another Person Incurred and outstanding on or prior to the date on which such Person consolidates with or merges with or into the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilised to consummate, the transaction or series of related transactions pursuant to which such Person consolidates with or merges with or into the Company); provided, however, that on the date that such transaction is consummated, the Company would have been able to Incur £1.00 of additional Indebtedness pursuant to clause (1) above after giving effect to the Incurrence of such Indebtedness pursuant to this subclause (i); and

(ii) Refinancing Indebtedness Incurred by the Company or any successor thereof, which successor is in compliance with the covenant described under “—Consolidation, Merger, Conveyance, Sale or Lease” below in respect of Indebtedness Incurred pursuant to this clause (g);

(h) Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(i) the incurrence by the Company or any Guarantor of additional Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (i) not to exceed £20 million (less the aggregate amount of all permanent commitment reductions with respect to any Credit Facilities (other than Indebtedness under a revolving credit facility) that have been made pursuant to clause (c) of the covenant entitled “—Limitation on Sales of Assets”), plus, in the case of any refinancing of any Indebtedness permitted under this clause (i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

(j) Indebtedness of the Company that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company, provided that such convertible indebtedness must be subordinated in right of payment to the Notes and, as such, no payments of interest on such convertible indebtedness may be made in any given year until all payments of interest and Additional Amounts, if any, are paid on the Notes, and no payments of principal on such convertible Indebtedness may be made until the Notes have been redeemed, repurchased, defeased, satisfied, discharged or otherwise retired; and

(k) Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease, or to satisfy and discharge, all of the outstanding Notes as set forth under “—Defeasance”;

(l) Indebtedness arising from agreements providing for adjustment of purchase price or other similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary; provided, however, that the maximum aggregate liability in respect of such Indebtedness shall at no time exceed the gross proceeds actually received by the Company or any of its Restricted Subsidiaries in connection with such disposition;

(m) Indebtedness in an aggregate principal amount at any time outstanding not to exceed the greater of (i) £25 million (or the equivalent amount thereof at the time of determination) and (ii) 2.5%

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of Total Assets of the Company as of the most recent date for which consolidated financial statements are available; and

(n) Indebtedness consisting of Guarantees of Indebtedness of the Company or any Restricted Subsidiary incurred under any other clause of this covenant.

(3) For purposes of determining compliance with this covenant:

(a) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including clause (1) above, the Company, in its sole discretion, may classify, and from time to time may reclassify, such item of Indebtedness in one or more of the types of Indebtedness described above, including clause (1) above; provided, however, that Indebtedness incurred pursuant to clause (2)(i) above may not be reclassified.

For the avoidance of doubt, in no event will the Company or any Restricted Subsidiary be permitted to guarantee Indebtedness of any Parent Entity.

Notwithstanding any other provision of this covenant, neither the Company nor any Restricted Subsidiary shall, with respect to any outstanding Indebtedness Incurred, be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with any pounds sterling-denominated restriction on the Incurrence of Indebtedness, the pounds sterling-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate determined on the date of Incurrence, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated calculated based on the relevant currency exchange rates as calculated in the first sentence of this paragraph.

Limitation on Liens The Company will not, and will not permit any Restricted Subsidiary to Incur, issue or assume any Indebtedness secured by a Lien (the “Initial Lien”) upon any property or assets of the Company or any Restricted Subsidiary without effectively providing that the Notes (together with, if the Company so determines, any other Indebtedness or obligations then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured; provided, however, that any Lien created for the benefit of the holders of the Notes (and, if applicable, holders of such other Indebtedness or obligations) pursuant to the foregoing shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon release and discharge of the Initial Lien; except that the foregoing provisions shall not apply to (without duplication): (a) Liens which secure only Indebtedness owing by any Restricted Subsidiary to the Company and/or by the Company to one or more Restricted Subsidiary;

(b) Liens on any property or assets acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Liens on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(c) any Lien on any property or assets existing at the time of acquisition thereof and which is not created as a result of or in connection with or in anticipation of such acquisition; provided that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

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(d) Liens for taxes, assessments, governmental charges, levies or claims which are not yet due or thereafter can be paid without penalty or are being contested in good faith by appropriate proceedings or the period within which such proceedings may be initiated has not expired;

(e) pledges or deposits in connection with workers’ compensation laws, unemployment insurance laws or similar legislation, any deposit to secure appeal bonds in proceedings being contested in good faith to which the Company or any Restricted Subsidiary is a party, good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which the Company or any Restricted Subsidiary is a party or deposits for the payment of rent, in each case made in the ordinary course of business;

(f) any Lien in favour of issuers of surety or performance bonds or letters of credit or other obligations of a like nature issued pursuant to the request of and for the account of the Company or any Restricted Subsidiary in the ordinary course of business;

(g) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the property or assets of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not yet due or are being contested in good faith by appropriate proceedings;

(h) Defects, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or assets or imperfections in title that do not materially impair the value or use of the property or assets affected thereby, and any leases and subleases of real property that do not interfere with the ordinary conduct of the business of the Company or any Restricted Subsidiary, and which are made on customary and usual terms applicable to similar properties;

(i) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that such deposit account is not a dedicated cash collateral account and is not intended by the Company or any Restricted Subsidiary to provide collateral to such depository institution;

(j) any rights of set-off of any Person with respect to any deposit account of the Company or any Restricted Subsidiary arising in the ordinary course of business;

(k) Liens granted to secure borrowing from any international or multilateral development bank, government-sponsored agency, export-import bank or official export-import credit insurer;

(l) judgment Liens not giving rise to an Event of Default so long as such Lien is bonded in accordance with applicable law and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(m) any Liens on the inventory or receivables of the Company or any Restricted Subsidiary (and all intangibles related thereto and proceeds thereof), securing the obligations of such Person under any credit facility or in connection with any structured export or import financing or other trade transaction; provided that the aggregate amount of receivables securing Indebtedness shall not exceed (i) with respect to transactions secured by receivables from export sales, 80% of the Company’s consolidated gross revenues from export sales for the 12-month period ending on the last day of the Company’s most recently completed fiscal quarter or (ii) with respect to transactions secured by receivables from non-export sales, 80% of the Company’s consolidated gross revenues from non-export sales for the 12-month period ending on the last day of the Company’s most recently completed fiscal quarter;

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(n) Liens on property or assets (including Capital Stock) of any Person that secure Indebtedness Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property or asset and which attach within 365 days after the date of such purchase or the completion of construction or improvement;

(o) Liens in existence on the Issue Date;

(p) other Liens securing obligations in an aggregate amount not to exceed 2.5% of Total Assets;

(q) any Lien securing Hedging Obligations so long as such Hedging Obligations are entered into for bona fide, non-speculative purposes or are otherwise permitted to be Incurred under the Indenture;

(r) Liens in respect of options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Permitted Joint Ventures and the like, to the extent that such Investments are permitted under “—Limitation on Restricted Payments”;

(s) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(t) Filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under applicable jurisdiction) in connection with operating leases in the ordinary course of business;

(u) Liens over treasury stock of the Issuer or a Restricted Subsidiary purchased or otherwise acquired for value by the Issuer or such Restricted Subsidiary pursuant to a stock buy-back scheme or other similar plan or arrangement; and

(v) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the clauses (b), (c), (k) (n) or (o) above or of any Indebtedness secured thereby, provided that the principal amount of Indebtedness so secured shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement (plus premiums, interest and reasonable expenses incurred in connection therewith), and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on or additions to such property).

Liens or deposits required by any contract or statute or other regulatory requirements in order to permit the Company or a Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of a governmental entity or any department, agency or instrumentality thereof, or to secure partial progress, advance or any other payments to the Company or any Restricted Subsidiary by a governmental entity or any department, agency or instrumentality thereof pursuant to the provisions of any contract or statute shall not be deemed to create Indebtedness secured by Liens.

Limitation on Sales of Assets (1) The Company will not, and will not permit any Subsidiary to, make any Asset Disposition unless the following conditions are met:

(a) The Asset Disposition is for Fair Market Value;

(b) At least 75% of the consideration consists of all or part of any of the following, received at closing, (i) cash and Temporary Cash Investments or (ii) Additional Assets;

(c) Within 360 days after the receipt of any Net Available Cash from an Asset Disposition, the Net Available Cash may be used:

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 to permanently prepay, repay or purchase (1) Indebtedness secured by a Lien of the Company or any Restricted Subsidiary or (2) Indebtedness of the Company or any Restricted Subsidiary that is not a Guarantor, provided such Indebtedness (x) does not constitute a Subordinated Obligation or (y) is not owing to the Company or any Subsidiary;

 to acquire all or substantially all of the assets of a Related Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Related Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Related Business;

 to acquire Additional Assets for the Company or its Restricted Subsidiaries; or

 in connection with a combination of any of the foregoing.

The Net Available Cash of an Asset Disposition not applied pursuant to paragraph (c) above within 360 days of the Asset Disposition shall constitute “Excess Proceeds.” Excess Proceeds of less than £15 million (or the equivalent thereof at the time of determination) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds £15 million, the Issuer must, and the Company shall cause the Issuer to, within 30 days, make an Offer (as defined in clause (2) below) to repurchase Notes in an aggregate principal amount equal to:

 accumulated Excess Proceeds, multiplied by

 a fraction (x) the numerator of which is equal to the then outstanding aggregate principal amount of the Notes and (y) the denominator of which is equal to the then outstanding aggregate principal amount of the Notes and all pari passu Senior Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Disposition, rounded down to the nearest £1,000.

Upon completion of the Offer (as defined below), Excess Proceeds will be reset at zero and the Company shall be entitled to use any remaining proceeds for any corporate purposes to the extent permitted under the Indenture.

(2) In the event of an Asset Disposition that requires the purchase of Notes pursuant to this covenant, the Issuer will, and the Company shall cause the Issuer to, (A) make an offer (an “Offer”) to purchase such Notes (and any other pari passu Senior Indebtedness), at a purchase price, in pounds sterling, of 100% of such Notes principal amount plus accrued and unpaid interest (including Additional Amounts, if any) thereon, to the date of purchase and (B) if the aggregate principal amount of Notes (and any other Senior Indebtedness) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Notes and such other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of £1,000 principal amount or incremental multiples thereof.

(3) The Issuer and the Company will comply, to the extent applicable, with the requirements of Section 14(e) of the U.S. Exchange Act and any other applicable securities laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Notes pursuant to this covenant.

(4) To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, each of the Issuer and the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.

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Solely for the purposes of clause (1)(b) above, the following will be deemed to be cash:

(x) any liabilities (as shown on the Company’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or to any Notes Guarantee, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Disposition) and for which the Company and all of its Restricted Subsidiaries have been validly released; and

(y) securities received by the Company or any of its Restricted Subsidiaries from the transferee that are converted within 90 days into cash or Temporary Cash Investments.

Limitation on Transactions with Affiliates The Company will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, involving an amount in excess of £2 million (each, an “Affiliate Transaction”), unless: (a) the Affiliate Transaction is on terms that are no less favourable to the Company or the relevant Restricted Subsidiary, taken as a whole, than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate; and

(b) the Company delivers to the Trustee:

(i) with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £10 million, an Officers’ Certificate stating that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by the management of the Company; and

(ii) with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £30 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of recognised standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(i) transactions between or among the Company and any Restricted Subsidiary or between two or more Restricted Subsidiaries, if any;

(ii) any agreement in effect as of the Issue Date or any amendment, supplement, restatement, replacement, renewal, extension, refinancing thereof or thereto (so long as the renewed or replaced agreement, when taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement in effect on the Issue Date) or any transaction contemplated thereby;

(iii) Restricted Payments that are permitted by the provisions of the covenant described under “— Limitation on Restricted Payments” above;

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(iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans, customary indemnifications or arrangements entered into in the ordinary course of business;

(v) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms or (B) transactions with Permitted Joint Ventures on market terms;

(vi) the issuance or sale of any Capital Stock (other than Disqualified Stock) of, and any contribution of capital to, the Company;

(vii) transactions in the ordinary course of business with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an equity interest in, or controls, such Person;

(viii) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries;

(ix) pledges of equity interests of Unrestricted Subsidiaries; and

(x) transactions on arm’s-length terms with any Person that is not an Affiliate prior to such transaction but becomes an Affiliate as a result of such transaction, in an aggregate amount, together with all other transactions made pursuant to this clause (x), not exceeding £5 million.

Limitation on Sale and Lease-Back Transactions The Company covenants and agrees that neither the Company nor any Restricted Subsidiary will enter into any Sale and Lease-Back Transaction unless either the Company or such Restricted Subsidiary would be entitled: (a)

(i) pursuant to the provisions of the covenant described under “— Limitation on Indebtedness” above to Incur Indebtedness in a principal amount equal to or exceeding the Attributable Debt in respect of such Sale and Lease-Back Transaction; and

(ii) pursuant to the provisions of the covenant described under “— Limitation on Liens” above to Incur a Lien to secure such Indebtedness; or

(b) the Company, during or immediately after the expiration of three months after the effective date of such Sale and Lease-Back Transaction (whether made by the Company or a Restricted Subsidiary), applies to the voluntary retirement of Funded Debt, an amount equal to the Value of such Sale and Lease-Back Transaction, less an amount equal to the sum of: (i) the principal amount of Notes delivered, within such three-month period, to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Debt voluntarily retired by the Company within such three-month period, in each case excluding retirements of Notes and other Funded Debt as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturity.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

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(1) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary or with respect of any other interest or participation in, or measured by, its profits;

(2) pay any Indebtedness owed to the Company or any Restricted Subsidiary;

(3) make loans or advances to the Company or any Restricted Subsidiary; or

(4) transfer any of its properties or assets to the Company or any Restricted Subsidiary.

However, the preceding restrictions will not apply to encumbrances or restrictions:

(i) existing under or by reason of applicable law or governmental rule, regulation or order;

(ii) on any property or assets acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or by reason of any Liens on the property or assets, or relating to the Indebtedness, of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary, or restriction relating to Indebtedness of any such Person and, in any such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that such Liens and any extensions, renewals, replacements or refinancings thereof may not extend to any other property owned by the Company or any Restricted Subsidiary; and provided further that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favourable in any material respect to the holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(iii) on any property or assets existing at the time of acquisition thereof and which are not created as a result of or in connection with or in anticipation of such acquisition; provided that such encumbrances and restrictions and any extensions, renewals, replacements or refinancings thereof may not extend to any other property owned by the Company or any Restricted Subsidiary; and provided further that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favourable in any material respect to the holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(iv) in the case of clause (4) above:

(a) that exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture;

(b) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract or contractual right;

(c) contained in mortgages, pledges or other security agreements permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;

(d) imposed by Purchase Money Obligations for property acquired in the ordinary course of business or by Capitalised Lease Obligations permitted under the Indenture on the property so acquired, but only to the extent that such encumbrances or restrictions restrict the transfer of the property; or

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(e) arising or agreed to in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries.

(v) imposed by the standard loan documentation in connection with loans from any international or multilateral development bank, government sponsored agency, export- import bank or official export-import credit insurer;

(vi) imposed pursuant to a provision in a credit agreement or any other agreement to which a Restricted Subsidiary is party so long as such restriction or limitation does not limit such Restricted Subsidiary’s ability to pay at least more than 50% of the aggregate amount of its net income accrued on a cumulative basis during the period, taken as one accounting period, beginning on the issue date of such Indebtedness and ending on the last day of such Restricted Subsidiary’s most recently completed fiscal quarter as dividends or any other distributions on its Capital Stock;

(vii) existing by reason of Liens that secure Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under “—Limitation on Liens” above and that limit the right of the debtor to dispose of the assets subject to such Liens;

(viii) imposed with respect of a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(ix) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a Permitted Joint Venture or other similar agreement with respect to such Restricted Subsidiary; or

(x) existing on the Issue Date and any amendments, extensions, renewals, replacements or refinancings thereof; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favourable in any material respect to the holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced.

Consolidation, Merger, Conveyance, Sale or Lease Nothing contained in the Indenture prevents the Company from consolidating with or merging into another Person or conveying, transferring or leasing the Company’s properties and assets substantially as an entirety to any Person; provided that, (a) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the Company’s properties and assets substantially as an entirety is a Person (the “Successor Company”) organised and existing under the laws of a member state of the European Union, the United States, any State thereof, the District of Columbia or any other country member of the Organisation for Economic Co- operation and Development (OECD), and expressly assumes, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Notes and the performance of every covenant of the Indenture on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing;

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(c) immediately after giving effect to such transaction, either (i) the Successor Company could Incur at least £1.00 of Indebtedness under clause (1) of the covenant described under “— Limitation on Indebtedness” above or (ii) the Net Debt to EBITDA Ratio would not be greater than it was immediately prior to giving effect to such transaction; and

(d) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (a) above shall apply) shall have by supplemental indenture confirmed that its Notes Guarantee shall apply to such Person’s obligations in respect of the Indenture and the Notes; and

(e) the Company has delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the Indenture and that all conditions precedent therein relating to such transaction have been complied with.

The Company will not permit the Issuer or any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person (other than with or into or to the Company or any Restricted Subsidiary) unless: (1) (x) the resulting, surviving or transferee Person (if not the Company or such Subsidiary Guarantor) shall be a Person organised and existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organised or under the laws of a member state of the European Union, the United States, any State thereof, the District of Columbia or any other country member of the Organisation for Economic Co-operation and Development (OECD) or, in the case of the Issuer, the United Kingdom and (y) in the case of a consolidation, merger, conveyance, transfer or lease of all or substantially all of the assets of a Subsidiary Guarantor, such Person shall expressly assume, by a Guarantee agreement substantially similar in all respects to the Notes Guarantee to which such Subsidiary Guarantor was a party and in a form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor, if any, under such Notes Guarantee; provided that the foregoing shall not apply in the case of a Subsidiary Guarantor that (A) has been disposed of in its entirety to another Person (other than to the Company or a Restricted Subsidiary), whether through a merger, consolidation or sale of Capital Stock or assets or (B) as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Restricted Subsidiary, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company shall comply with its obligations under the covenants described under “—Limitation on Sales of Assets” in respect of such disposition);

(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

(3) the Company delivers to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such guarantee agreement, if any, complies with the Indenture.

Other Covenants In addition, the Indenture will (subject to exceptions, qualifications and materiality thresholds, where appropriate) contain covenants regarding permitted lines of business, the performance of the Company’s and the Issuer’s obligations under the Notes, the maintenance of the Company’s and the Issuer’s corporate existence, the maintenance of the Company’s and any Subsidiary Guarantors’ properties, the compliance with applicable laws, maintenance of the Company’s, the Issuer’s and any Subsidiary Guarantors’ governmental

130 approvals, the Company’s, the Issuer’s and any Subsidiary Guarantors’ payment of taxes and other claims, the appointment of the Trustee, the maintenance of insurance, the maintenance of the Company’s, the Issuer’s and the Subsidiary Guarantors’ books and records, the maintenance of an office or agency in London, United Kingdom, the ranking of the Notes, notices of certain events, further actions and the use of proceeds.

Repurchases at the Option of the Holders of the Notes upon Change of Control If a Change of Control occurs, each holder of Notes will have the right to require the Issuer and the Company to repurchase all or any part (equal to £100,000 and integral multiples of £1,000 in excess thereof) of that holder’s Notes pursuant to a Change of Control Offer (as defined below) on the terms set forth in the Indenture. No such purchase in part shall reduce the outstanding principal amount at maturity of the Notes held by any holder to below £100,000. In the Change of Control Offer, the Issuer and the Company will offer a “Change of Control Payment” in pounds sterling equal to 101% of the principal amount of each Note repurchased plus accrued and unpaid interest and Additional Amounts, if any, thereon, to the date of purchase (subject to the right of the holders of record on the relevant Record Date to receive interest and Additional Amounts, if any, on the relevant interest payment date). No later than 30 days following a Change of Control, the Issuer and the Company will make a “Change of Control Offer” by notice to each holder of Notes by mailing and publishing such notice in accordance with the provision set out under “—Notices” below, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. Notwithstanding anything to the contrary contained herein, the Issuer and the Company may make an offer to purchase in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the offer to purchase is made.

The Issuer and the Company will comply, to the extent applicable, with the requirements of Section 14(e) of the U.S. Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, each of the Issuer and the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations. On the Change of Control Payment Date, the Issuer and the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered, if applicable, to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer and the Company.

The paying agents will promptly mail or deliver to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will upon written order of the Issuer, authenticate and mail or deliver (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new note will be in a principal amount of £100,000 and integral multiples of £1,000 in excess thereof. The Issuer and the Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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The provisions described above that require the Issuer and the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Issuer and the Company repurchase or redeem the Notes in the event of a takeover, recapitalisation or similar transaction. The Issuer and the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements, set forth in the Indenture, that are applicable to a Change of Control Offer made by the Issuer and the Company and such third party purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

Release of Covenants

If on any date following the Issue Date:

(1) the Notes have been assigned an Investment Grade Rating by any two Rating Agencies; and

(2) no Default shall have occurred and be continuing,

then, beginning on that day and subject to the provisions of the following paragraph, the covenants specifically listed under the following captions will automatically, without any notice of any kind, be suspended (and the Company and its Subsidiaries will have no obligation or liability whatsoever with respect to such covenants): (a) “—Limitation on Restricted Payments”;

(b) “—Limitation on Indebtedness”;

(d) “—Limitation on Transactions with Affiliates”;

(e) “—Limitation on Sale and Lease-Back Transactions”;

(f) “—Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

(g) Clause (c) of “—Consolidation, Merger, Conveyance, Sale or Lease”; and

(h) “—Additional Guarantees.”

Clauses (a) through (h) above are collectively referred to as the “Suspended Covenants.” If, during any period in which the Suspended Covenants are suspended, the Notes cease to have an Investment Grade Rating by two Rating Agencies, the Suspended Covenants will thereafter be reinstated and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating by any two Rating Agencies (in which event the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Rating by any two Rating Agencies); provided, however, that no Default or breach or violation of any kind will be deemed to exist under the Indenture, the Notes or any Notes Guarantee with respect to the Suspended Covenants (whether during the period when the Suspended Covenants were suspended or thereafter) based on, and none of the Issuer, the Company or any of its Restricted Subsidiaries will bear any liability (whether during the period when the Suspended Covenants were suspended or thereafter) for, any actions taken or events occurring after the Notes attain an Investment Grade Rating by any two Rating Agencies and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time (whether during the period when the Suspended Covenants were suspended or thereafter) pursuant to any contractual

132 obligation arising prior to the reinstatement, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period.

Events of Default

Each of the following is an Event of Default under the Indenture:

 default for 30 days in payment of any interest or Additional Amounts on the Notes when the same becomes due and payable;

 default in payment of principal of or premium, if any, on the Notes when the same becomes due and payable, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

 failure by the Company or any Restricted Subsidiary to comply with the provisions described

 default under “—Restrictive Covenants—Consolidation, Merger, Conveyance, Sale or Lease”;

 default in the performance, or breach, of any other covenant or obligation of the Company or any Restricted Subsidiary in the Indenture and continuance of such default or breach for a period of 60 consecutive days after written notice is given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes;

 default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

 is caused by a failure to pay principal of or interest or premium (or Additional Amounts) on such Indebtedness within any applicable grace period (a “Payment Default”); or

 results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates £20 million or more;

 failure by the Company, the Issuer or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of £20 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and due (the “judgment default provision”);

 except as permitted by the Indenture, any Notes Guarantee of a Subsidiary Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall contest the enforceability thereof in a pleading in any court of competent jurisdiction or similar body;

 the Parent Guarantee shall fail to be in full force and effect or is declared null and void or the Company denies that it has further liability under the Indenture and the Parent Guarantee, or gives notice to such effect (other than by reason of the termination of the Indenture or the release of the Parent Guarantee in accordance with the provisions of the Indenture); and

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 certain events of bankruptcy, insolvency or reorganisation of the Company or any Significant Subsidiary.

The Company will deliver to the Trustee, within thirty Business Days after obtaining actual knowledge thereof, written notice of any Default or Event of Default that has occurred and is still continuing, its status and what action the Company is taking or proposing to take in respect thereof. The Indenture provides that the Trustee may withhold notice to the holders of the Notes of any Default or Event of Default (except in payment of principal of, or interest or premium (and Additional Amounts), if any, on the Notes) if the Trustee in good faith determines that it is in the interest of the holders of the Notes to do so. The Indenture provides that, if an Event of Default (other than an Event of Default involving a bankruptcy, insolvency or similar event in respect of the Company) with respect to the Notes specified therein shall have happened and be continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes, by written notice to the Company (and to the Trustee if notice is given by the holders), may declare the principal amount of (and interest on) all the Notes to be due and payable immediately. The Indenture provides that if an Event of Default involving a bankruptcy, insolvency or other similar event in respect of the Company shall have happened, the principal amount of all the Notes will be immediately due and payable without notice or any other act on the part of the Trustee or any holder of the Notes. However, if the Company cures all Defaults (except the nonpayment of principal of and accrued interest or premium (and Additional Amounts) on Notes at maturity or which shall become due by acceleration) and certain other conditions are met, such declaration may be rescinded and annulled by the holders of not less than a majority in aggregate principal amount of the Notes. In addition, past Defaults with respect to the Notes may be waived by the holders of not less than a majority in aggregate principal amount of the Notes except (i) a Default in the payment of principal of (or premium, if any) or interest or premium (and Additional Amounts), if any, on any Note or (ii) in respect of a provision of the Indenture which cannot be amended without the consent of the holder of each outstanding Note affected thereby. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of the Notes, unless such holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee. Subject to such provision for indemnification, the holders of a majority in principal amount of the Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Notes, provided that the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed conflicts with any law or the provisions of the Indenture if the Trustee shall determine that such action would be prejudicial to holders of the Notes not taking part in such direction or if the Trustee determines in good faith that such action would involve the Trustee in personal liability and the Trustee is offered indemnity or security satisfactory to it. No holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

 such holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes;

 the holders of not less than 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder;

 such holder or holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

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 the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 no direction inconsistent with such written request has been given to the Trustee during such 60- day period by the holders of a majority in principal amount of the outstanding Notes, it being understood and intended that no one or more of such holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other of such holders, or to obtain or to seek to obtain priority or preference over any other of such holders or to enforce any right under the Indenture, except in the manner therein provided and for the equal and ratable benefit of all such holders.

Notwithstanding any other provision of the Indenture, the holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest (and Additional Amounts), if any, on such Note and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such holder.

Additional Amounts

All payments of principal and interest by or on behalf of the Issuer in respect of the Notes (including pursuant to the Guarantee) shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United Kingdom or any other jurisdiction from or through which payments by or on behalf of the Issuer are made or by or within any political subdivision thereof or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In the event of any such withholding or deduction, the Issuer or the Company (in the case of payments made by Company) shall pay to holders of the Notes in pounds sterling such additional amounts (“Additional Amounts”) as will result in the payment to such holder of the pounds sterling amount that would otherwise have been receivable by such holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable: (a) in respect of any tax that would not have been so withheld or deducted but for the existence of any present or former connection, including a permanent establishment, between the holder or beneficial owner of the Note and any payment in respect of such Note (or, if the holder or beneficial owner is an estate, nominee, trust, partnership or corporation, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the holder or beneficial owner) and the United Kingdom, or any other jurisdiction from or through which payments by or on behalf of the Issuer are made or any political subdivision thereof, other than the mere receipt of such payment or the mere holding or ownership of such Note or beneficial interest or enforcement of rights thereunder;

(b) in respect of any tax that would not have been so withheld or deducted if the Note had been presented for payment within 30 days after the Relevant Date (as defined below);

(c) in respect of any tax that would not have been so withheld or deducted but for the failure by the holder or the beneficial owner of the Note to comply with a written request of the Issuer or the Company or any other person through whom payment is to be made addressed to the holder or the beneficial owner, after reasonable notice (at least 30 days before any such withholding would be payable), to (i) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) comply with any reasonable certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with the United Kingdom or any other jurisdiction from or through which payments by or on behalf of the Issuer are made or any political subdivision thereof, if compliance is required as a precondition to relief or exemption from the tax;

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(d) in respect to any withholding or deduction that is imposed in connection with Sections 1471- 1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing or relating to FATCA, or any law, regulation or guidance enacted or issued in any jurisdiction with respect thereto;

(e) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges;

(f) in respect of any tax, assessment or other government charge payable other than by withholding or deduction;

(g) in respect of any payment to a holder of a Note that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note;

(h) in respect of any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the Savings Directive, or any law implementing or complying with, or introduced in order to conform to, the Savings Directive;

(i) in respect of any taxes imposed in connection with a Note presented for payment (where presentation is required) by or on behalf of a holder thereof who is a resident of the European Union for tax purposes and who would have been able to avoid such tax by presenting the relevant Note to another paying agent in a member state of the European Union to whom presentation could have been made; or

(j) in respect of any combination of (a) through (i) above.

“Relevant Date” means, with respect to any payment due from the Issuer or the Company, whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in London, United Kingdom by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the holders of the Notes in accordance with the Indenture. All references to principal, interest, purchase prices in connection with a purchase of Notes, or any other amount payable on or with respect to the Notes shall be deemed also to refer to any Additional Amounts, unless the context requires otherwise, which may be payable as set forth in the Indenture or in the Notes. At least ten Business Days prior to the first interest payment date of the Notes (and at least ten Business Days prior to each succeeding interest payment date if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), the Issuer or the Company, as the case may be, will furnish to the Trustee and each paying agent an Officers’ Certificate instructing the Trustee and each such paying agent whether payments of principal or interest on such Notes due on such interest payment date shall be without deduction or withholding for or on account of any tax. If any such deduction or withholding shall be required, prior to such interest payment date, the Issuer or the Company, as the case may be, will furnish the Trustee and each such paying agent with an Officers’ Certificate which specifies the amount, if any, required to be withheld on such payment to holders of such Notes and certifies that the Issuer or the Company, as the case may be, shall pay such withholding or deduction. Any Officers’ Certificate required by the Indenture to be provided to the Trustee and any paying agent for these purposes shall be deemed to be duly provided if telecopied to the Trustee and such paying agent.

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The Issuer or the Company shall furnish to the Trustee the official receipts (or a certified copy of the official receipts) evidencing payment of any tax. Copies of such receipts shall be made available to holders of the Notes upon request. The Issuer and the Company shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of the United Kingdom and except, in certain cases, for taxes, charges or similar levies resulting from certain registration of transfer or exchange of Notes.

Reports

The Company shall provide the Trustee and, upon request, the holders of the Notes: (1) within 120 days following the end of each fiscal year of the Company, an annual report containing the following information with a level of detail that is substantially comparable and similar in scope to this offering memorandum (a) the annual financial statements (including the notes thereto) of the Company in a form substantially similar to the financial statements included in this Offering Memorandum prepared in accordance with IFRS and presented in the English language and a report thereon by the Company’s certified independent accountants, (b) pro forma income statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions or disposals or recapitalisations that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates, (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; and (d) a description of the business, management and shareholders of the Company, all material affiliate transactions and a description of all material contractual arrangements entered into during the fiscal year, including material debt instruments; and (e) material risk factors and material recent developments;

(2) within 90 days following the end of the fiscal quarter ending June 30, 2014 and within 60 days following the end of the first three fiscal quarters in each fiscal year of the Company, the following information: (a) all quarterly financial statements (including the notes thereto) of the Company, prepared in accordance with IFRS and presented in the English language, (b) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Company and any material change between the current year to date period and the corresponding period of the prior year and (c) material recent developments in the business of the Company and its Subsidiaries.

(3) promptly after the occurrence of (a) a material acquisition, disposal or restructuring; (b) any senior management change at the Company; (c) any change in the auditors of the Company; (d) the entering into an agreement that will result in a Change of Control; or (e) any material events that the Company announces publicly, in each case, a report containing a description of such events.

provided, however, that the reports set forth in clauses (1), (2) and (3) above will not be required to (i) contain any reconciliation to U.S. generally accepted accounting principles or (ii) include separate financial statements for any Guarantors or non-guarantor Subsidiaries of the Company; and provided further, that in no case shall the Company be required to provide quarterly reports pursuant to clause (2) above prior to the date on which the Marfrig Group is required to provide similar reports for the same trading period under the

137 various indentures governing the senior notes issued by Marfrig Holdings (Europe) B.V. and Marfrig Overseas Limited.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The Company will also make available copies of all reports required by clauses (1) through (3) of the first paragraph of the covenant on the Company’s website. In addition, the Issuer and the Company will furnish to the holders of the Notes and to prospective investors, upon request of such holders or investors, any information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act so long as the Notes are not freely tradable under the U.S. Securities Act. For so long as any of the Notes are outstanding, the above information will be made available at the specified offices of each paying agent. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the above information will also be made available at the offices of the Irish Paying Agent.

Modification of the Indenture

The Indenture contains provisions permitting the Issuer, the Company and the Trustee, with the consent of the holders of a majority in aggregate in principal amount of the outstanding Notes to modify the Indenture or any supplemental indenture or the rights of the holders of the Notes. No modification shall, without the consent of the holder of each outstanding Note affected thereby:

 change the stated maturity upon which the principal of or the interest on any Note is due and payable, or reduce the principal amount thereof or the rate of interest thereon (including Additional Amounts) or any premium payable upon the redemption thereof, or change any place of payment or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after redemption date); or

 reduce the percentage of the principal amount of the outstanding Notes whose holders’ consent is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture;

 amend or modify any provision of the Guarantee of the Company that would adversely affect holders of the Notes; or

 modify certain other provisions of the Indenture.

In determining whether the Holders of the required aggregate principal amount of the Notes have concurred in any direction, waiver or consent, any such Notes owned by the Company or by any Person directly or indirectly controlled, or controlled by, or under direct or indirect control with the Company will be disregarded and deemed not to be outstanding. Notwithstanding the foregoing, without the consent of any Holder, the Company, the Trustee and the other parties thereto, as applicable, may amend or supplement the Indenture or any Guarantee to:

 to cure any ambiguity, omission, defect or inconsistency, to correct a manifest error, conform any provision to this “Description of the Notes,” or reduce the minimum denomination of the Notes;

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 provide for the assumption by a successor Person of the obligations of the Company, the Issuer or any Guarantor under the Indenture;

 to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;

 to add Guarantees with respect to the Notes, including any Notes Guarantees, or to provide security for the Notes;

 to add to the covenants of the Issuer, the Company or any Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer, the Company or any Subsidiary Guarantor;

 to make any change that does not adversely affect the rights of any Holder in any material respect;

 at the Company’s election, comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act, if such qualification is required; or

 make such provisions as necessary (as determined in good faith by the Company and the Issuer) for the issuance of Additional Notes;

 to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment to the Indenture. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under the Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

No Personal Liability of Directors, Officers, Employees and Shareholders

No past, present or future director, officer, partner, employee, incorporator, shareholder or member of the Issuer, the Company or any Subsidiary of the Company shall have any liability for any obligations of the Issuer, the Company or any Subsidiary of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes, by accepting a Note, waives and releases all such liability. Such waivers and releases are part of the consideration for issuance of the Notes. The waivers may not be effective to waive liabilities under the U.S. federal securities laws.

Enforceability of Judgments

Since the Issuer and the Company are incorporated in the United Kingdom and the Subsidiaries of the Company are incorporated in various non-U.S. jurisdictions, and all their operating assets and the operating assets of their Subsidiaries are outside the United States, any judgment obtained in the United States against the Issuer, the Company or any Subsidiary of the Company, including judgments with respect to the payment of principal, premium, interest, Additional Amounts and any purchase price with respect to the Notes, may not be collectable within the United States. See “Enforceability of Civil Liabilities.”

Listing

The Initial Notes are listed on the Official List of the Irish Stock Exchange and are admitted for trading on the Global Exchange Market thereof. Application has been made to list the Notes on the Official List of

139 the Irish Stock Exchange and to admit the Notes to trading on the Global Exchange Market of the Irish Stock Exchange. There can be no assurance that the application to list the Notes on the Official List of the Irish Stock Exchange and to admit the Notes on the Global Exchange Market of the Irish Stock Exchange will be approved and settlement of the Notes is not conditioned on obtaining this listing.

Notices

All notices shall be deemed to have been given upon the mailing by first class mail, postage prepaid, of such notices to the holders of the Notes at their registered addresses as recorded in the Notes register not later than the latest date, and not earlier than the earliest date, prescribed in the Notes for the giving of such notice. So long as the Notes are listed on the official list of the Irish Stock Exchange and admitted for trading on the Global Exchange Market, the Issuer will publish a notice of any issuance of Definitive Registered Notes in a newspaper having general circulation in Ireland (which is expected to be The Irish Times). Payment of principal, any repurchase price, premium and interest on the Definitive Registered Notes will be payable at the office of the paying agent in Ireland so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market. Neither the failure to give any notice to a particular holder of Notes, nor any defect in a notice given to a particular holder of Notes, will affect the sufficiency of any notice given to another holder of Notes.

Satisfaction and Discharge

The Indenture will be discharged and (together with any Notes Guarantee) will cease to be of further effect as to all Notes issued thereunder, when:

(1)

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable and the Issuer or the Company or any Restricted Subsidiary has irrevocably deposited or caused to be deposited with the Trustee as funds in trust solely for the benefit of the holders, pounds sterling or non-callable U.K. Government Obligations or a combination thereof, as applicable, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer, the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound;

(3) The Issuer, the Company or any Restricted Subsidiary has paid or caused to be paid all other sums payable by it under the Indenture; and

(4) The Issuer and the Company have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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In addition, the Issuer and the Company must deliver an Officers’ Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).

Defeasance

The Issuer and the Company, at their option: (1) will be discharged from any and all obligations in respect of the Notes and the Guarantee of the Company (except in each case for certain obligations, including to register the transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain paying agencies and hold moneys for payment in trust), or

(2) need not comply with certain covenants of the Indenture

if the Issuer or the Company irrevocably deposits with the Trustee, in trust: money, or

 in certain cases, Non-callable U.K. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount, or

 a combination thereof, in each case, sufficient in the opinion of a certified public accounting firm to pay and discharge the principal of each instalment of principal and interest, if any, on the outstanding Notes on the dates such payments are due, in accordance with the terms of the Notes, to and including the redemption date irrevocably designated by the Issuer and the Company pursuant to the final sentence of this section on the day on which payments are due and payable in accordance with the terms of the Indenture and of the Notes; and no Default or Event of Default (including by reason of such deposit) shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date.

To exercise any such option, the Issuer and the Company are required to deliver to the Trustee:

(a) an opinion of recognised U.S. counsel independent of the Issuer and the Company to the effect:

 that the holders of the Notes will not recognise income, gain or loss for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge of certain obligations, which in the case of clause (1) above must be based on a change in law or a ruling by the U.S. Internal Revenue Service, and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and

 that the defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940; and

(b) an opinion of counsel and an Officers’ Certificate as to compliance with all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of the Notes.

If the Issuer or the Company has deposited or caused to be deposited money or Non-callable U.K. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the outstanding Notes to and including a redemption date on which all of the outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by a resolution of each of the Board of Directors of the Issuer and the management of the Company delivered to the Trustee on or prior to the date of deposit of such money or Non-callable U.K.. Government Obligations, and such resolutions shall be accompanied by an irrevocable request from the Issuer and the Company that the Trustee give notice of such

141 redemption in the name and at the expense of the Issuer and the Company not less than 30 nor more than 60 days prior to such redemption date in accordance with the Indenture.

Governing Law; Consent to Jurisdiction; Service of Process and Currency Indemnity

The Indenture and the Notes provide that they will be governed by, and construed in accordance with, the laws of the State of New York. The Issuer and the Company have each consented to the non-exclusive jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Notes and have irrevocably appointed National Registered Agents, Inc. as agent for service of process. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the holder of a Note from pounds sterling into another currency, the Issuer and the Company has each agreed, and each holder by holding such Note will be deemed to have agreed, to the fullest extent that the Issuer, the Company and they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such holder could purchase pounds sterling with such other currency in New York City, New York on the day two Business Days preceding the day on which final judgment is given. The Issuer and the Company’s obligation in respect of any sum payable by it to the holder of a Note shall, notwithstanding any judgment in a currency (the “judgment currency”) other than pounds sterling, be discharged only to the extent that on the Business Day following receipt by the holder of such Note of any sum adjudged to be so due in the judgment currency, the holder of such Note may, in accordance with normal banking procedures, purchase pounds sterling with the judgment currency; if the amount of the pounds sterling so purchased is less than the sum originally due to the holder of such Note in the judgment currency (determined in the manner set forth in the preceding paragraph), each of the Issuer and the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the holder of such Note against such loss, and if the amount of the pounds sterling so purchased exceeds the sum originally due to the holder of such Note, such holder agrees to remit to the Issuer or the Company such excess, provided that such holder shall have no obligation to remit any such excess as long as the Issuer or the Company shall have failed to pay such holder any obligations due and payable under such Note, in which case such excess may be applied to the Issuer and the Company’s obligations under such Note in accordance with the terms thereof.

Certain Definitions

Set out below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalised terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it under and in accordance with IFRS. “Additional Amounts” has the meaning given to it under “—Additional Amounts.”

“Additional Assets” means: (1) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

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“Additional Notes” has the meaning given to it under “—General.”

“Affiliates” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the provisions described under “—Restrictive Covenants—Limitation on Transactions with Affiliates” only, “Affiliate” of any Person shall also mean any beneficial owner of shares representing 5% or more of the total voting power of the Voting Stock (on a fully diluted basis including all rights or warrants to purchase such Voting Stock (whether or not currently exercisable)) of such Person and any Person known to such Person who would be an Affiliate of any such beneficial owner pursuant to this sentence or the first sentence hereof. “Applicable Premium” means, with respect to any Note, the greater of:

(1) 1% of the principal amount of such Note; and

(2) on any redemption date, the excess (to the extent positive) of:

(a) the present value at such redemption date of (i) the redemption price of such Note at May 29, 2017 (such redemption price (expressed in percentage of principal amount) being set forth in the table under “—Optional Redemption” (excluding accrued but unpaid interest)), plus (ii) all required interest payments due on such Note to and including such date set forth in clause (i) (excluding accrued but unpaid interest), computed upon the redemption date using a discount rate equal to the applicable Gilt Rate at such redemption date plus 50 basis points; over

(b) the outstanding principal amount of such Note, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate. For the avoidance of doubt, calculation of the Applicable Premium shall not be a duty or obligation of the Trustee, Paying Agent or Registrar.

“Asset Disposition” means any sale, lease, conveyance, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation, or similar transaction (each referred to for the purposes of this definition as a “disposition”), of: (1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary, provided, however, that Asset Disposition will not include:

(a) a disposition by a Restricted Subsidiary to the Company or another Restricted Subsidiary or by the Company to a Restricted Subsidiary;

(b) for purposes of the provisions described under “—Restrictive Covenants—Limitation on Sales of Assets” only, a Restricted Payment;

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(d) (i) a disposition of obsolete equipment or other obsolete assets or other property which is uneconomical and no longer useful for the Company or any Restricted Subsidiary in the ordinary course of business; or (ii) a disposition of assets that are exchanged for or are otherwise replaced by comparable or superior assets within a reasonable period of time;

(e) the disposition of all or substantially all of the assets of the Company in a manner permitted under the covenant described under “—Restrictive Covenants—Consolidation, Merger, Conveyance, Sale or Lease”;

(f) the disposition of assets in a Sale-Leaseback Transaction, if permitted by the covenant described under “—Restrictive Covenants—Limitation on Sale and Lease-Back Transactions”;

(g) the Incurrence of any Lien permitted by the covenant described under “—Restrictive Covenants— Limitation on Liens”; or

(h) sales, transfers or other dispositions of assets for non-cash consideration at least equal to the Fair Market Value (as certificated in an Officers’ Certificate) of such assets, to the extent that such non-cash consideration would constitute Additional Assets.

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in the Sale and Lease-Back Transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended). “Board of Directors” means, with respect to any Person, the board of directors of such Person or any committee thereof duly authorised to act on behalf of the board of directors of such Person, or similar governing body of such Person, including any managing partner or similar entity of such Person. “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in London, United Kingdom, Dublin, Ireland or New York, New York, United States of America are authorised or required by law to close. “Capital Stock” of any Person means any and all quotas, shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and partnership interests, but excluding any debt securities convertible into such equity. “Capitalised Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalised lease for financial reporting purposes and the amount of Indebtedness represented by such obligation shall be the capitalised amount of such obligation; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. “Change of Control” means any Person (other than a Permitted Holder) directly or indirectly beneficially owns a majority of the Voting Stock of the Company. “Change of Control Offer” has the meaning given to it under “—Restrictive Covenants—Repurchases at the Option of the Holders of the Notes Upon Change of Control.” “Change of Control Payment” has the meaning given to it under “—Restrictive Covenants— Repurchases at the Option of the Holders of the Notes Upon Change of Control.” “Change of Control Payment Date” has the meaning given to it under “—Restrictive Covenants— Repurchases at the Option of the Holders of the Notes Upon Change of Control.” “Clearstream” means Clearstream Banking, société anonyme, Luxembourg. “Company” has the meaning given to it in the fourth paragraph of this Description of the Notes.

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“Consolidated EBITDA” means, for any period, the amount equal to the sum of the Company’s and its Restricted Subsidiaries’ profit/(loss) for the period plus net finance costs plus taxation plus depreciation plus amortisation of intangible assets plus amortisation of biological assets. “Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company and its consolidated Restricted Subsidiaries, if any, for such period determined on a consolidated basis in conformity with IFRS. “Consolidated Net Indebtedness” means consolidated financial indebtedness of the Company and its consolidated Restricted Subsidiaries, if any, as set forth on the most recent consolidated quarterly balance sheet of the Company and its consolidated Restricted Subsidiaries, if any, minus the sum of cash and cash equivalents and marketable securities recorded as current assets in the Company’s most recent consolidated quarterly financial statements (except for any Capital Stock in any Person). “Control” means, with respect to any Person, possession, directly or indirectly, of (a) at least a majority of all voting shares of capital stock of such Person, (b) the voting power to elect or cause the election of at least a majority of the board of directors of such Person and (c) the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Credit Facilities” means, one or more debt facilities, instruments or arrangements incurred by the Company or any Restricted Subsidiary (including the New Revolving Credit Facility Agreement or commercial paper facilities and overdraft facilities) or commercial paper facilities or indentures or trust deeds or note purchase agreements, in each case, with banks, other institutions, funds or investors, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit, bonds, notes, debentures or other corporate debt instruments or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or trustees or other banks or institutions and whether provided under the New Revolving Credit Facility Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). “Default” means any event which is an Event of Default or which, after notice or passage of time or both, would be an Event of Default. “Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock; or

(3) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” provisions applicable to such Capital Stock are not more favourable to the holders of such Capital Stock than the provisions of the Indenture.

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“Euroclear” means Euroclear Bank, S.A./N.V.

“European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004. “Event of Default” has the meaning given to it under “—Events of Default.” “Existing Marfrig Indentures” means each of the indentures to which certain subsidiaries of Marfrig Group are party on the Issue Date as set forth under “Description Of Certain Financing Arrangements— Senior Notes.” “Fair Market Value” of any property, asset, share of Capital Stock, other security, Investment or other item means, on any date, the fair market value of such property, asset, share of Capital Stock, other security, Investment or other item on that date as determined in good faith by the management of the Company.

“Fitch” means Fitch Ratings Limited and its successors. “Funded Debt” means Indebtedness of the Company (including the Notes) or any Restricted Subsidiary maturing by the terms thereof more than one year after the original creation thereof. “Gilt Rate” means, with respect to any redemption date, the yield to maturity as of such redemption date of U.K. Government Obligations with a fixed maturity (as compiled by the Office for National Statistics and published in the most recent Financial Statistics that have become publicly available at least two Business Days in London prior to such redemption date (or, if such Financial Statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to May 29, 2017; provided, however, that if the period from such redemption date to May 29, 2017 is less than one year, the weekly average yield on actually traded U.K. Government Obligations denominated in pounds sterling adjusted to a fixed maturity of one year shall be used; and provided further, that in no case shall the Gilt Rate be less than zero.

“Global Notes” has the meaning given to it under “—Transfer and Exchange.” “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of any Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Obligations” of any Person means the obligations of such Person under any agreement relating to any swap, option, forward sale, forward purchase, index transaction, cap transaction, floor transaction, collar transaction or any other similar transaction, in each case, for purposes of hedging or capping against inflation, interest rates, currency or commodities price fluctuations.

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“IFRS” means International Financial Reporting Standards endorsed from time to time by the European Union or any variation thereof with which the Company or its Restricted Subsidiaries are, or may be, required to comply. “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person is merged or consolidated with the Company or becomes a Subsidiary of the Company (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time of such merger or consolidation or at the time it becomes a Subsidiary of the Company. The term “Incurrence” when used as a noun shall have a correlative meaning. Neither the accretion of principal of a non-interest bearing or other discount security nor the capitalisation of interest on Indebtedness shall be deemed the Incurrence of Indebtedness. “Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal in respect of indebtedness of such Person for borrowed money;

(2) the principal and premium, if any, in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables and contingent obligations to pay earn-outs), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto;

(4) all reimbursement obligations of such Person in respect of the face amount of letters of credit or other similar instruments (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person, such as import tax credits and import transactions, to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

(5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (but excluding, in each case, any accrued dividends);

(6) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

(a) the Fair Market Value of such asset at such date of determination; and

(b) the amount of such Indebtedness of such other Persons;

(7) to the extent not otherwise included in this definition, all Hedging Obligations of such Person; and

(8) all obligations of the type referred to in clauses (1) through (7) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to any contingent obligations, the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of such contingent obligations at such date. “Indenture” has the meaning given to it in the first paragraph of this Description of the Notes.

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“Initial Lien” has the meaning given to it under “—Restrictive Covenants—Limitation on Liens.”

“Initial Public Offering” means the first Public Equity Offering of common stock or common equity interests of the Company or any Parent Entity (the “IPO Entity”) following which there is a Public Market. “Investment” in any Person means any direct or indirect advance, loan (other than advances to customers or suppliers in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the applicable lender) or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Restrictive Covenants— Limitation on Restricted Payments”: (1) Investment shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that, upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Company’s Investment in such Subsidiary at the time of such redesignation, minus

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and the Company’s Investment in such Subsidiary at the time of such redesignation, minus

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

“Investment Grade Rating” means a rating equal to or higher than (a) BBB-, by S&P or Fitch and (b) Baa3, by Moody’s. “Issue Date” means May 29, 2014. “Issuer” has the meaning given to it in the first paragraph of this Description of the Notes. “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). “Marfrig Group” means Marfrig Global Foods S.A. and its consolidated subsidiaries. “Market Capitalisation” means an amount equal to (i) the total number of issued and outstanding shares of share capital or common equity interests of the IPO Entity on the date of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such share capital or common equity interests for the 30 consecutive trading days immediately preceding the date of declaration of such dividend. “Moody’s” means Moody’s Investors Service, Inc. and its successors. “Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or instalment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case minus:

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(1) all legal fees and expenses, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability in accordance with IFRS, as a consequence of such Asset Disposition;

(2) all payments, including any prepayment premiums or penalties, made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

(4) appropriate amounts to be provided by the seller as a reserve, in accordance with IFRS, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock or sale or other disposition of any Investment, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees and expenses actually Incurred in connection with such issuance or sale and net of taxes paid or payable in connection with such issuance, sale or disposition. “Net Debt to EBITDA Ratio” means at any date (i) Consolidated Net Indebtedness divided by (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or most recently prior to such date for which financial statements are available; provided, however, that: (a) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Disposition for such period; provided that pro forma effect shall be given to the proceeds applied of the Asset Disposition as if the event had occurred on the first day of such period;

(b) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Person that is merged with or into the Company or any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period;

(c) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (a) or (b) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition of assets occurred on the first day of such period; and

(d) pro forma effect shall be given to any Indebtedness Incurred (or repaid) since the most recently consolidated quarterly balance sheet of the Company.

To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be (i) based upon the most recent four full fiscal quarters for

149 which the relevant financial information is available and (ii) determined in good faith by a financial or accounting officer of the Company. In connection with an acquisition or disposition of a company, division or line of business (an “Acquired Entity”) for which audited or reviewed financial statements are not available, EBITDA for such Acquired Entity shall be calculated in good faith by the Company based upon management reports or other similar information (“Acquired Entity EBITDA”). Notwithstanding any other provision of this covenant, neither the Company nor any Restricted Subsidiary shall, with respect to any Indebtedness Incurred pursuant to this Acquired Entity EBITDA calculation, be deemed to be in violation of the covenant described under “—Limitation on Indebtedness.” “Net Senior Debt to EBITDA Ratio” means the Net Debt to EBITDA Ratio, but calculated by excluding any Indebtedness that constitutes a Subordinated Obligation. “New Revolving Credit Facility” means the revolving credit facility provided pursuant to the New Revolving Credit Facility Agreement. “New Revolving Credit Facility Agreement” means the revolving credit facility agreement dated March 19, 2015, between, among others, Moy Park Limited and Barclays Bank PLC, as agent, as amended, restated or otherwise modified or varied from time to time. “Notes” has the meaning given to it in the second paragraph of this Description of the Notes. “Offer” has the meaning given to it under “—Restrictive Covenants—Limitation on Sales of Assets.” “Officers’ Certificate” means a certificate signed by the Chief Executive Officer or by two Officers (as defined in the Indenture) of the Company or by two Officers of the Issuer or any Restricted Subsidiary, as the case may be. “Parent Entity” means any Person of which the Company at any time is or becomes a Subsidiary after the Issue Date and any holding companies established by any Permitted Holder for purposes of holding its investment in any Parent.

“Permissible Jurisdiction” means any member state of the European Union (other than Greece, Ireland, Portugal, Italy and Cyprus). “Permitted Holders” means each of Marcos Molina dos Santos and Márcia Aparecida Pascoal Marçal dos Santos, their respective sons and daughters, or any of their respective heirs or any Affiliate of any of the foregoing Persons. “Permitted Investment” means: (1) an Investment by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary;

(2) an Investment by the Company or any Restricted Subsidiary in another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

(3) cash and cash equivalents and marketable securities as determined in accordance with IFRS;

(4) Temporary Cash Investments;

(5) any Investment acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Investment of any Person existing at the time such Person becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction;

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(6) stocks, obligations or securities received in settlement, compromise or resolution of (or foreclosure with respect to) debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganisation or similar arrangement upon the bankruptcy or insolvency of a debtor;

(7) any Investment existing on the Issue Date; and any Investment that replaces, refinances or refunds an existing investment; provided that the new Investment is in an amount that does not exceed the amount of, and is in the same Person as, the Investment so replaced, refinanced or refunded;

(8) Hedging Obligations permitted under clause (2)(f) of the covenant described under “— Restrictive Covenants—Limitation on Indebtedness”;

(9) Guarantees of Indebtedness permitted under the covenant described under “—Restrictive Covenants—Limitation on Indebtedness”;

(10) Investments which are made exclusively with Capital Stock of the Company (other than Disqualified Stock);

(11) Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made in compliance with the covenant described in “—Restrictive Covenants— Limitation on Sales of Assets”;

(12) loans and advances to officers, directors or employees of or independent contractors to the Company or any of its Restricted Subsidiaries made in the ordinary course of business in an aggregate amount outstanding at any one time not to exceed £2 million;

(13) Investments in connection with pledges, deposits, payments or performance bonds made or given in the ordinary course of business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety or environmental obligations;

(14) repurchases of Notes; and

(15) other Investments by the Company or any of its Restricted Subsidiaries, together with all other Investments made pursuant to this clause (15), in an aggregate amount at any time outstanding not to exceed £30 million.

“Permitted Joint Venture” means a joint venture in a Related Business between the Company or any Restricted Subsidiary and any other Person. “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organisation, government or any agency or political subdivision thereof or any other entity. “Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. “Public Equity Offering” means, with respect to any Person, a bona fide underwritten primary public offering of the shares of common stock or common equity interests of such Person, either: (1) pursuant to a flotation on the main market of the London Stock Exchange or any other nationally recognised regulated stock exchange or listing authority in a member state of the European Union; or

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(2) pursuant to an effective registration statement under the U.S. Securities Act (other than a registration statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee benefit plan).

“Public Market” means any time after:

(1) a Public Equity Offering of the IPO Entity has been consummated; and

(2) at least 20% of the total issued and outstanding shares of share capital or common equity interests of the IPO Entity has been distributed to investors other than the Permitted Holders or any other direct or indirect shareholders of the Company as of the Issue Date.

“Purchase Money Obligations” means Indebtedness: (1) consisting of the deferred purchase price of an asset, conditional sale obligations, obligations under any title retention agreement and other purchase money obligations, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed; and

(2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including construction, additions and improvements; provided, however, that such Indebtedness is Incurred within 360 days before or after the acquisition by the Company or such Restricted Subsidiary of such asset.

“Rating Agency” means Fitch, Moody’s and S&P.

“Refinance” means, in respect of any Indebtedness, to refinance, extend (including pursuant to any defeasance or discharge mechanism), renew, refund, repay, replace, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. “Refinancing Indebtedness” means (i) Indebtedness that is Incurred to Refinance any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture (including Indebtedness that Refinances Refinancing Indebtedness) and (ii) Purchase Money Obligations and Capitalised Lease Obligations in an aggregate principal amount not to exceed the aggregate principal amount of the Purchase Money Obligations and Capitalised Lease Obligations outstanding on the Issue Date; provided, however, that: (1) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced (plus premiums, interest and reasonable expenses incurred in connection therewith); and

(3) if the Indebtedness being Refinanced is Subordinated Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced; provided, further, that Refinancing Indebtedness shall not include Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Regulation S Global Notes” has the meaning given to it under “—Transfer and Exchange.” “Related Business” means any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business related, incidental, ancillary or complementary thereto.

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“Relevant Date” has the meaning given to it under “—Additional Amounts.”

“Restricted Payment” has the meaning given to it under “—Restrictive Covenants—Limitation on Restricted Payments.” “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc., and its successors. “Sale and Lease-Back Transaction” means any arrangement with any Person (other than the Company or a Restricted Subsidiary), or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary for a period of more than three years of any property or assets which property or assets have been or are to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person (other than the Company or a Restricted Subsidiary) to which funds have been or are to be advanced by such Person on the security of the leased property or assets.

“SEC” means the United States Securities and Exchange Commission. “Senior Indebtedness” means all unsubordinated Indebtedness of the Company or of any Restricted Subsidiary, whether outstanding on the Issue Date or Incurred thereafter. “Significant Subsidiary” means any Restricted Subsidiary either (i) the assets of which, as of the date of the Company’s most recent consolidated quarterly balance sheet at the time of determination, constituted at least 15% of the total assets of the Company and its consolidated Restricted Subsidiaries or (ii) the gross revenues of which, for the twelve-month period ending on the date of the Company’s most recent consolidated quarterly statement of income at the time of determination, constituted at least 15% of the total gross revenues of the Company and its consolidated Restricted Subsidiaries for such period. “Stated Maturity” means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including, with respect to any principal amount which is then due and payable pursuant to any mandatory redemption provision, the date specified for the payment thereof (but excluding any provision providing for the repurchase of any such Indebtedness upon the happening of any contingency unless such contingency has occurred). “Subordinated Obligation” means any Indebtedness that is subordinate or junior in right of payment to the Notes and Notes Guarantees pursuant to a written agreement. “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with IFRS as of such date, as well as any other corporation, limited liability company, partnership, association or other entity: (1) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent; or

(2) that is, as of such date, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Successor Company” has the meaning given to it under “—Restrictive Covenants—Consolidation, Merger, Conveyance, Sale or Lease.”

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“Temporary Cash Investments” means any of the following:

(1) securities issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a Permissible Jurisdiction, Switzerland or Norway or, in each case, any agency or instrumentality of thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

(2) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper is rated at least “A-1” or the equivalent thereof by S&P or at least “P-1” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of Fitch or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of €500 million;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) entered into with any bank meeting the qualifications specified in clause (2) above;

(4) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Rating Agency, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;

(5) readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any Permissible Jurisdiction, Switzerland or Norway or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of Fitch) with maturities of not more than two years from the date of acquisition;

(6) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of Fitch) with maturities of 12 months or less from the date of acquisition;

(7) bills of exchange issued in the United States, Canada, a Permissible Jurisdiction, Switzerland, Norway or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialised equivalent); and

(8) interests in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (7) above.

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown in the most recent balance sheet (excluding the footnotes thereto) of the Company, prepared on the basis of IFRS. “Trustee” has the meaning given to it in the first paragraph of this Description of the Notes. “U.S. Exchange Act” means the United States Securities and Exchange Act of 1934, as amended. “U.S. Securities Act” has the meaning given to it in the second paragraph of this Description of the Notes. “United States” means the United States of America.

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“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the management of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The management of the Company may designate any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary pursuant to clause (1) above unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of £1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than £1,000, then such Investment and designation would be permitted under “—Restrictive Covenants—Limitation on Restricted Payments.”

The management of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (i) such designation shall be deemed an Incurrence of Indebtedness by a Restricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under “—Restrictive Covenants— Limitation on Indebtedness”; and

(ii) no Event of Default shall have occurred and be continuing.

Any such designation of a Subsidiary as a Restricted Subsidiary, and any such designation of a Subsidiary as an Unrestricted Subsidiary pursuant to clause (1) above, by the management of the Company shall be evidenced to the Trustee by promptly filing with the Trustee an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.K. Government Obligations” means direct obligations of, or obligations guaranteed by, the United Kingdom, and the payment for which the United Kingdom pledges its full faith and credit. “Value” shall mean, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of: (1) the net proceeds of the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction or (2) the Fair Market Value of such property at the time of entering into such Sale and Lease-Back Transaction, in either case divided first by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease. “Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding that are entitled (without regard to the occurrence of any contingency) to vote in the election of the directors of such Person, but excluding such classes of Capital Stock or other interests that are entitled, as a group in a separate cast, to appoint one director of such Person as representative of the minority shareholders.

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BOOK-ENTRY, DELIVERY AND FORM

General

On the Issue Date, the Global Notes will be deposited with, and registered in the name of the nominee of a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). The Notes sold within the U.S. to qualified institutional buyers in reliance on Rule 144A will initially be represented by one global note in registered form without interest coupons attached (the “144A Global Notes”). The Notes sold outside the U.S. in reliance on Regulation S will initially be represented by one global note in registered form without interest coupons attached (the “Regulation S Global Notes” and, together with the Rule 144A Global Notes, the “Global Notes”). After the Issue Date, book-entry interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream (or its nominee) and their participants. Ownership of interests in the Global Notes (“book-entry interests”) will be limited to persons that have accounts with Euroclear or Clearstream or persons that may hold interests through those participants. In addition, while the Notes are in global form, holders of book-entry interests will not be considered the owners or “holder” of Notes for any purpose. So long as the Notes are held in global form, the nominee of the common depositary for Euroclear and Clearstream will be considered the sole holder of Global Notes for all purposes under the Indenture governing the Notes. Accordingly, participants must rely on the procedures of Euroclear and Clearstream, and indirect participants must rely on the procedures of the participants through which they own book-entry interests, to transfer the interests or in order to exercise any rights of holders under the Indenture governing the Notes. Neither we, the Trustee, the Paying Agent, the nominee of the common depositary for Euroclear and Clearstream or the Common Depository nor any of our or their respective agents will have any responsibility or be liable for any aspect of the records relating to the book-entry interests.

Issuance of Definitive Registered Notes

The book-entry interests will not be held in definitive form. Instead, Euroclear or Clearstream will credit on their respective book-entry registration and transfer systems a participant’s account with the interest beneficially owned by that participant. The laws of some jurisdictions, including some states of the U.S., may require that certain purchasers of securities take physical delivery of those securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge book-entry interests. In addition, while the Notes are in global form, “holders” of book-entry interests will not be considered the owners or “holders” of Notes for any purpose. Under the terms of the Indenture governing the Notes, to the extent permitted by Euroclear or Clearstream, owners of book-entry interests will receive definitive Notes in registered form (“definitive registered Notes”):

 if Euroclear or Clearstream notifies us that it is unwilling or unable to continue to act and we do not appoint a successor within 90 days; or

 if the owner of a book-entry interest requests such exchange in writing delivered through Euroclear or Clearstream following an event of default under the Indenture and enforcement action is being taken in respect thereof under such Indenture.

Euroclear and Clearstream have advised us that upon request by an owner of a book-entry interest described in the immediately preceding clause, their current procedure is to request that we issue or cause to be issued Notes in definitive registered form to all owners of book-entry interests.

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In such an event, the Registrar will issue Definitive Registered Notes, registered in the name or names and issued in any approved denominations, requested by or on behalf of Euroclear and Clearstream, as applicable (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of the book-entry interests). Those definitive registered Notes will bear the restrictive legend described under “Transfer Restrictions” unless that legend is not required at the time by the Indenture governing the Notes or applicable law.

Redemption of Global Notes

In the event any Global Note (or any portion thereof) is redeemed, Euroclear or Clearstream (or their respective nominees), as applicable, will redeem an equal amount of the book-entry interests in that Global Note from the amount received by it in respect of the redemption of the Global Note. The redemption price payable in connection with the redemption of the book-entry interests will be equal to the amount received by Euroclear or Clearstream, as applicable, in connection with the redemption of the Global Note (or any portion thereof). We understand that, under existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions).

Payments on Global Notes

Payments of any amounts owing in respect of the Global Notes will be made by us in pounds sterling to the Paying Agent. The Paying Agent will, in turn, make payments to or to the order of, the common depositary for Euroclear and Clearstream, which will distribute those payments to participants in accordance with its procedures. Under the terms of the Indenture governing the Notes, we and the Trustee will treat the registered holder of the Global Notes as the owner of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither we nor the Trustee nor any of our or its agents has or will have any responsibility or liability for:

(a) any aspect of the records of (or maintaining, supervising or reviewing the records of) Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest;

(c) any other matter relating to the actions and practices of Euroclear, Clearstream or any participants or indirect participants; or

(d) the common depositary, Euroclear, Clearstream or any participant or indirect participant.

Payments by participants to owners of book-entry interests held through participants are the responsibility of those participants, as is the case with securities held for the accounts of customers registered in “street name.” To the extent permitted by law, we, the Trustee, the Paying Agent, the Transfer Agent and the Registrar shall be entitled to treat the registered holder of any Global Note as the absolute owner thereof and no person will be liable for treating the registered holder as such. Ownership of the Global Notes will be evidenced through registration from time to time at the registered office of the Company, and such registration is a means of evidencing title to the Notes. We will not impose any fees or other charges in respect of the Notes; however, owners of the book- entry interests may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear and Clearstream.

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Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised us that they will take any action permitted to be taken by a holder of Notes only at the direction of one or more participants to whose account the book-entry interests in the Global Notes are credited and only in respect of the portion of the aggregate principal amount of Notes for which the participant or participants has or have given direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Notes. However, if there is an event of default under the Notes, each of Euroclear and Clearstream reserves the right to exchange the relevant Global Notes for definitive registered Notes in certificated form, and to distribute those definitive registered Notes to its participants.

Transfers The Global Notes will bear a legend as described under “Transfer Restrictions.” Book-entry interests in the Global Notes will be subject to restrictions on transfer described under “Transfer Restrictions.” Book-entry interests in the Rule 144A Global Note (“restricted book-entry interests”) may be transferred to a person who takes delivery in the form of book-entry interests in the Regulation S Global Note (“unrestricted book-entry interests”) only upon delivery by the transferor of a written certification (in the form provided in the Indenture governing the Notes) to the effect that the transfer is made in accordance with Regulation S and in accordance with any applicable securities laws of any state of the U.S. or any other jurisdiction. Prior to 40 days after the date of initial issuance of the Notes, any sale or transfer of interests to U.S. persons will not be permitted unless the resale or transfer is made pursuant to Rule 144A. Unrestricted book-entry interests may be transferred to a person who takes delivery in the form of restricted book-entry interests only upon delivery by the transferor of a written certification (in the form provided in the Indenture governing the Notes) to the effect that the transfer is being made to a person who the transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the U.S. or any other jurisdiction. Any book-entry interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a book-entry interest in the other Global Note will, upon transfer, cease to be a book-entry interest in the first-mentioned Global Note and become a book-entry interest in the other Global Note, and accordingly, will thereafter be subject to all Transfers, if any, and other procedures applicable to book-entry interest in that other Global Note for as long as that person retains the book-entry interests. Definitive Registered Notes, if any, may be transferred and exchanged for book-entry interests in a Global Note only pursuant to the terms of the Indenture governing the Notes and, if required, only after the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture governing the Notes) to the effect that the transfer will comply with the appropriate Transfers applicable to those Notes.

Global Clearance and Settlement under the Book-Entry System

Initial Settlement Initial settlement for the Notes will be made in pounds sterling. Book-entry interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional Eurobonds in registered form. Book-entry interests will be credited to the securities custody account of Euroclear and Clearstream holders on the business day following the settlement date against payment for value on the settlement date.

Secondary Market Trading The book-entry interests will trade through participants of Euroclear and Clearstream, and will settle in same-day funds. Since the sale determines the place of delivery, it is important to establish at the time of

158 trading of any book-entry interests where both the purchasers’ and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trustee’s Powers In considering the interests of the holders of Notes, while title to the Notes is registered in the name of a nominee of a clearing system, the Trustee may have regard to, and rely on, any information provided to it by that clearing system as to the identity (either individually or by category) of its accountholders with entitlements to Notes and may consider such interests as if such accountholders were the holders of the Notes.

Enforcement For the purposes of enforcement of the provisions of the Indenture against the Trustee, the persons named in a certificate of the holder of the Notes in respect of which a Global Note is issued shall be recognised as the beneficiaries of the trusts set out in the Indenture to the extent of the principal amounts of their interests in the Notes set out in the certificate of the holder, as if they were themselves the holders of Notes in such principal amounts.

Information Concerning Euroclear and Clearstream

We understand the following with respect to Euroclear and Clearstream:

 Euroclear and Clearstream hold securities for participating organisations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of those participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets; and

 Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organisations. Indirect access to Euroclear or Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear and Clearstream participant, either directly or indirectly.

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TAX CONSIDERATIONS

United Kingdom tax considerations

The comments below are of a general nature and are not intended to be exhaustive. They assume that there will be no substitution of the Issuer or further issues of securities that will form a single series with the Notes, and do not address the consequences of any such substitution or further issue (notwithstanding that such substitution or further issue may be permitted by the terms and conditions of the Notes). Any noteholders who are in doubt as to their own tax position should consult their professional advisers. The comments in this part are based on current United Kingdom tax law as applied in England and Wales and HM Revenue & Customs practice (which may not be binding on HM Revenue & Customs) They assume that the Finance Bill, as ordered to be printed on 24 March 2015, will be enacted without amendment. They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. They relate only to the position of persons who hold their Notes and Coupons as investments (regardless of whether the holder also carries on a trade, profession or vocation through a permanent establishment, branch or agency to which the Notes are attributable) and are the absolute beneficial owners thereof. (In particular, noteholders holding their Notes via a depositary receipt system or clearance service should note that they may not always be the beneficial owners thereof.) Certain classes of persons such as dealers, certain professional investors, or persons connected with the Issuer may be subject to special rules and this summary does not apply to such noteholders.

Withholding While the Notes continue to be listed on a recognised stock exchange within the meaning of Section 1005 Income Tax Act 2007, payments of interest by the Issuer may be made without withholding or deduction for or on account of United Kingdom income tax. The Global Exchange Market is a recognised stock exchange for these purposes. Securities will be treated as listed on the Global Exchange Market if they are both admitted to trading on the Global Exchange Market and are officially listed in the Republic of Ireland in accordance with provisions corresponding to those generally applicable in countries in the European Economic Area. If the Notes cease to be listed interest will generally be paid by the Issuer under deduction of income tax at the basic rate unless another relief applies. If interest were paid under deduction of United Kingdom income tax (e.g. if the Notes lost their listing), noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty.

Payments in Respect of the Guarantee The United Kingdom withholding tax treatment of payments by the Guarantors under the terms of the Guarantee in respect of interest on the Notes (or other amounts due under the Notes other than the repayment of amounts subscribed for the Notes) is uncertain. In particular, such payments by the Guarantors may not be eligible for the exemption in respect of securities listed on a recognised stock exchange described above in relation to payments of interest by the Issuer. Accordingly, if the Guarantors make any such payments, these may be subject to United Kingdom withholding tax at the basic rate.

Treatment of any Premium Payable on Redemption Where Notes are to be, or may fall to be, redeemed at a premium as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest that would be subject to the rules on United Kingdom withholding tax outlined above and reporting requirements as outlined below.

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Information Reporting Information relating to securities and accounts may be required to be provided to HM Revenue & Customs in certain circumstances. This may include the value of the Notes, amounts paid or credited with respect to the Notes, details of the holders or beneficial owners of the Notes (or the persons for whom the Notes are held), details of persons who exercise control over entities that are, or are treated as holders of the Notes, details of the persons to whom payments derived from the Notes are or may be paid and information and documents in connection with transactions relating to the Notes. Information may be required to be provided by, among others, the Issuer, the holders of the Notes, persons by (or via) whom payments derived from the Notes are made or who receive (or would be entitled to receive) such payments, persons who effect or are a party to transactions relating to the Notes on behalf of others and certain registrars or administrators. In certain circumstances, the information obtained by HM Revenue & Customs may be provided to tax authorities in other countries.

Taxation of Disposal (including Redemption) and Return

Noteholders Within the Charge to United Kingdom Corporation Tax Noteholders within the charge to United Kingdom corporation tax (including non-resident noteholders whose Notes are used, held or acquired for the purposes of a trade carried on in the United Kingdom through a permanent establishment) will be subject to tax as income on all profits and gains from the Notes broadly in accordance with their statutory accounting treatment. Such noteholders will generally be charged in each accounting period by reference to interest and other amounts which, in accordance with generally accepted accounting practice, are recognised in determining the noteholder’s profit or loss for that period. Fluctuations in value relating to foreign exchange gains and losses in respect of the Notes will be brought into account as income.

Other United Kingdom Noteholders Noteholders who are either individuals or trustees and are resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable will generally be liable to United Kingdom tax on the amount of any interest received in respect of the Notes. The Notes are “qualifying corporate bonds” with the result that on a disposal of the Notes neither chargeable gains nor allowable losses will arise for the purposes of taxation of capital gains. Transfers of Notes by noteholders who are either individuals or trustees and are resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable may give rise to a charge to tax on income in respect of an amount representing interest on the Notes which has accrued since the preceding interest payment date under the provisions of Chapter 2 of Part 12 of the Income Tax Act 2007 (Accrued Income Profits and Losses).

Non-United Kingdom Noteholders The interest has a United Kingdom source and accordingly may be chargeable to United Kingdom tax by direct assessment irrespective of the residence of the noteholder. However, where the interest is paid without withholding or deduction on account of United Kingdom tax, the interest will not be assessed to United Kingdom tax in the hands of noteholders (other than certain trustees) who are not resident for tax purposes in the United Kingdom, except where the noteholder carries on a trade, profession or vocation through a branch or agency, or in the case of a corporate holder, carries on a trade through a permanent establishment in the United Kingdom, in connection with which the interest is received or to which the Notes are attributable, in which case (subject to exemptions for interest received by certain categories of agent) tax may be levied on the United Kingdom branch or agency, or permanent establishment.

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Noteholders should note that the provisions relating to Additional Amounts referred to in “Description of the Notes—Additional Taxation” would not apply if HM Revenue & Customs sought to assess directly the person entitled to the relevant interest to United Kingdom tax. However, exemption from, or reduction of, such United Kingdom tax liability might be available under an applicable double taxation treaty.

United Kingdom Stamp Duty and Stamp Duty Reserve Tax No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue or transfer by delivery of a Note or on its redemption.

European Union Directive on the taxation of savings income The Savings Directive requires each EU Member State to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or certain other types of entities established, in that other EU Member State, except that Austria will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period it elects otherwise. Luxembourg elected out of the withholding tax system in favour of an automatic exchange of information under the Savings Directive with effect as from January 1, 2015. The Council of the European Union has adopted the Amending Directive which will, when implemented, amend and broaden the scope of the requirements described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in an EU Member State, may fall within the scope of the Savings Directive, as amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by January 1, 2016, which legislation must apply from January 1, 2017. Investors who are in any doubt as to their position should consult their professional advisers.

Certain United States Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax consequences of the acquisition, ownership and disposition of Notes. This summary deals only with Notes that are held as capital assets by a U.S. Holder (as defined below) who is an initial purchaser and who acquired the Notes at the issue price. The “issue price” is generally equal to the first price at which a substantial amount of Notes are sold for money to investors (excluding sales to bond houses, brokers or similar persons or organisations acting in the capacity of underwriters, placement agents or wholesalers). This summary does not cover all aspects of U.S. federal income taxation that may be relevant to a U.S. Holder in light of such holder’s particular circumstances, or the actual tax effects that any of the matters described herein will have on the acquisition, ownership or disposition of Notes by particular investors, and does not address state, local, foreign or other tax laws. This summary also does not discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws (such as financial institutions, insurance companies, investors liable for the alternative minimum tax or the Medicare contribution tax on net investment income, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, investors that will hold the Notes as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes or investors whose functional currency is not the U.S. dollar).

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As used herein, the term “U.S. Holder” means a beneficial owner of Notes that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organised under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes. The U.S. federal income tax treatment of a partner in an entity treated as a partnership for U.S. federal income tax purposes that holds Notes will depend on the status of the partner and the activities of the partnership. Prospective purchasers that are entities treated as partnerships for U.S. federal income tax purposes should consult their tax advisers concerning the U.S. federal income tax consequences to them and their partners of the acquisition, ownership and disposition of Notes by the partnership. This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO BE RELIED UPON BY PURCHASERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE U.S. INTERNAL REVENUE CODE. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING THE NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Qualified Reopening For U.S. federal income tax purposes, the Issuer intends to treat the Notes as issued in a “qualified reopening” of the Initial Notes. Provided such treatment is respected, for U.S. federal income tax purposes, the Notes will be considered to have the same issue date as the Initial Notes and to have been issued at par, However, depending on the U.S. Holder’s purchase price, the Notes may have bond premium. The remainder of this discussion assumes that the Notes are treated as having been issued in a “qualified reopening” of the Initial Notes.

Characterisation of the Notes In certain circumstances (e.g. as described under “Description of the Notes—Repurchases at the Option of the Holders of the Notes upon Change of Control”) the Issuer may be obligated to make payments on the Notes in excess of stated principal and interest. The Issuer intends to take the position that the foregoing contingencies should not cause the Notes to be treated as contingent payment debt instruments. This position is based in part on assumptions regarding the likelihood, as of the date of issuance of the Notes, that such additional payments will not have to be paid. This position is not binding on the U.S. Internal Revenue Service (the “IRS”). If the IRS successfully challenged this position, and the Notes were treated as contingent payment debt instruments, the timing and character of income on the Notes would differ materially from the discussion below. The discussion below assumes that the Notes will not be considered contingent payment debt instruments. U.S. Holders are urged to consult their tax advisers regarding the potential application to the Notes of the contingent payment debt instrument rules and the consequences thereof.

Payments of Interest

General Interest on a Note (not including any amount paid for pre-issuance accrued interest, as discussed below under “—Pre-Issuance Accrued Interest”) will generally be taxable to a U.S. Holder as ordinary income at the

163 time it is received or accrued, depending on the holder’s method of accounting for tax purposes. In addition to interest on the Notes (which includes any foreign tax withheld from the interest payments a U.S. Holder receives), U.S. Holders will be required to include in income any Additional Amounts paid in respect of such foreign tax withheld. Interest paid by the Issuer on the Notes (including any Additional Amounts) generally will constitute income from sources outside the United States and, for purposes of the U.S. foreign tax credit, generally will be considered passive category income. U.S. Holders may be entitled to deduct or credit this tax, subject to certain limitations (including that the election to deduct or credit foreign taxes applies to all of your foreign taxes for a particular tax year). U.S. Holders will generally be denied a foreign tax credit for foreign taxes imposed with respect to the Notes where holders do not meet a minimum holding period requirement during which holders are not protected from risk of loss. The rules governing the foreign tax credit are complex. Prospective purchasers should consult their tax advisers concerning the applicability of the foreign tax credit and source of income rules to income attributable to the Notes.

Pre-Issuance Accrued Interest A portion of the purchase price of the Notes will be attributable to the amount of interest accrued from November 29, 2014 and prior to the date the Notes are issued (the "pre-issuance accrued interest”). The Issuer intends to take the position that a portion of the first interest payment on the Notes, equal to the amount of pre-issuance accrued interest, will be treated as a non-taxable return of the of the purchase price paid for the Notes that is allocable to the pre-issuance accrued interest and not as a payment of interest on the Notes. The remainder of this discussion assumes that the first interest payment on the Notes will be so treated, and references to interest in the remainder of this discussion exclude pre-issuance accrued interest. U.S. Holders should consult their tax advisers concerning the U.S. federal income tax treatment of pre-issuance accrued interest.

Foreign currency denominated interest The amount of income recognised by a cash basis U.S. Holder will be the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. An accrual basis U.S. Holder may determine the amount of income recognised with respect to an interest payment denominated in pounds sterling in accordance with either of two methods. Under the first method, the amount of income accrued will be based on the average exchange rate in effect during the interest accrual period (or, in the case of an accrual period that spans two taxable years of a U.S. Holder, the part of the period within the taxable year). Under the second method, the U.S. Holder may elect to determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period (or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year). Additionally, if a payment of interest is actually received within five business days of the last day of the accrual period, an electing accrual basis U.S. Holder may instead translate the accrued interest into U.S. dollars at the exchange rate in effect on the day of actual receipt. Any such election will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and will be irrevocable without the consent of the IRS. Prospective purchasers should consult their own tax advisers as to the advisability of making the above election. Upon receipt of the interest payment on a Note (including a payment attributable to accrued but unpaid interest upon the sale, exchange, retirement or other taxable disposition of a Note) denominated in pounds sterling, an accrual basis U.S. Holder may recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) equal to the difference, if any, between the amount received (translated into U.S. dollars at the

164 spot rate on the date of receipt) and the amount previously accrued, regardless of whether the payment is in fact converted into U.S. dollars. Notes Purchased at a Premium A U.S. Holder that purchases a Note for an amount in excess of its principal amount (not including any amount paid for pre-issuance accrued interest) may elect to treat the excess as “amortisable bond premium.” In such case, the amount required to be included in the U.S. Holder’s income each year with respect to interest on the Note will be reduced by the amount of amortisable bond premium allocable (based on the Note’s yield to maturity) to that year. Bond premium will be computed in units of pounds sterling, and amortisable bond premium that is taken into account currently will reduce interest income in units of pounds sterling. On the date amortised bond premium offsets interest income, a U.S. Holder will recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) equal to the difference, if any, between the U.S. dollar values of the amount of such amortised bond premium (i) on the date such amortised bond premium offsets interest income and (ii) on the date on which the U.S. Holder acquired the Notes.

A U.S. Holder that does not elect to take amortisable bond premium into account currently will recognise gain or loss on the sale or retirement of the Notes in the manner described below under “—Sale, Exchange, Retirement or Other Disposition of the Notes”. Any election to amortise bond premium applies to all bonds (other than bonds the interest on which is excludible from gross income for U.S. federal income tax purposes) held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and is irrevocable without the consent of the IRS.

Sale, Exchange, Retirement or Other Disposition of the Notes A U.S. Holder will generally recognise gain or loss on the sale, exchange, retirement or other taxable disposition of a Note equal to the difference between the amount realised on the sale, exchange, retirement or other taxable disposition and the adjusted tax basis of the Note. A U.S. Holder’s adjusted tax basis in a Note will generally be its U.S. dollar cost (as defined below), not including any amount paid for pre-issuance accrued interest, reduced by the amount of any principal paid on the Note. The U.S. dollar cost of a Note purchased with pounds sterling will generally be the U.S. dollar value of the purchase price on the date of purchase, or the settlement date for the purchase in the case of Notes traded on an established securities market, within the meaning of the applicable United States Treasury regulations, that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects). The amount realised does not include the amount attributable to accrued but unpaid interest, which will be taxable as interest income to the extent not previously included in income. The amount realised on a sale, exchange, retirement or other taxable disposition for an amount in pounds sterling will be the U.S. dollar value of this amount on the date of sale, exchange, retirement or other taxable disposition, or the settlement date for the sale in the case of Notes traded on an established securities market, within the meaning of the applicable United States Treasury regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects). An accrual basis U.S. Holder that does not make the election will recognise gain or loss to the extent that there are exchange rate fluctuations between the sale date and the settlement date. A portion of a U.S. Holder’s gain or loss may be treated as exchange gain or loss with respect to the principal amount of the Note. A U.S. Holder will recognise U.S. source exchange rate gain or loss (taxable as ordinary income or loss) on the sale, exchange, retirement or other taxable disposition of a Note equal to the difference, if any, between the U.S. dollar values of the U.S. Holder’s purchase price for the Note (not including any amount paid for pre-issuance accrued interest) (i) on the date of sale, exchange, retirement or other taxable disposition and (ii) the date on which the U.S. Holder purchased the Note. Any such exchange rate gain or loss (including any exchange gain or loss with respect to the receipt of accrued but unpaid interest) will be realised only to the extent of total gain or loss realised on the sale, exchange, retirement or other taxable disposition. Except to the extent resulting from changes in exchange rates, gain or loss recognised by a U.S. Holder on the sale, exchange, retirement or other taxable disposition of a Note will be capital gain or loss and will be long-term capital gain or loss if the Note was held by the U.S. Holder for more

165 than one year. Long-term capital gain of certain non-corporate U.S. Holders generally is taxable at reduced rates. The deductibility of capital losses is subject to limitations.

Gain or loss realised by a U.S. Holder on the sale, exchange, retirement or other taxable disposition of a Note generally will be U.S. source. Prospective purchasers should consult their tax advisers as to the foreign tax credit implications of the sale, exchange, retirement or other taxable disposition of Notes.

Disposition of Foreign Currency Foreign currency received as interest on a Note or on the sale, exchange, retirement or other taxable disposition of a Note will have a tax basis equal to its U.S. dollar value at the time the foreign currency is received. Foreign currency that is purchased will generally have a tax basis equal to the U.S. dollar value of the foreign currency on the date of purchase. Any gain or loss recognised on a sale or other disposition of a foreign currency (including its use to purchase Notes or upon exchange for U.S. dollars) will be U.S. source ordinary income or loss.

Backup Withholding and Information Reporting Payments of principal and interest and the proceeds of sale or other disposition of Notes will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the U.S. Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails comply with applicable certification requirements. Certain U.S. Holders are not subject to backup withholding. U.S. Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Foreign Financial Asset Reporting U.S. taxpayers that own certain foreign financial assets, including debt of foreign entities, with an aggregate value in excess of $50,000 at the end of the taxable year or $75,000 at any time during the taxable year, may be required to file an information report with respect to such assets with their tax return. The thresholds are higher for individuals living outside of the United States and married couples filing jointly. The Notes are expected to constitute foreign financial assets subject to these requirements unless the Notes are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). U.S. Holders should consult their tax advisers regarding the application of this legislation.

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PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in a purchase agreement dated April 14, 2015 (the “Purchase Agreement”), by and among the Issuer, the Guarantors and the Initial Purchasers, the Issuer has agreed to sell to each Initial Purchaser, and each Initial Purchaser has agreed, severally and not jointly, to purchase from the Issuer, together with all other Initial Purchasers, the entire principal amount of the Notes offered hereby. Deutsche Bank AG, London Branch, Goldman Sachs International and HSBC Bank plc are acting as representatives to the Initial Purchasers. The Purchase Agreement provides that the obligations of the Initial Purchasers to pay for and accept delivery of the Notes are subject to, among other conditions, the delivery of certain legal opinions by their counsel. The Issuer has agreed not to directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities of the Issuer or the Company or securities of the Issuer or the Company that are convertible into, or exchangeable for, the offered Notes or such other debt securities during the period from the date of the Purchase Agreement through and including the date 90 days after the date of the Purchase Agreement, without the prior consent of the Initial Purchasers. The Initial Purchasers propose to offer the Notes initially at the price indicated on the cover page hereof. After the initial offering of the Notes, the offering price and other selling terms of the Notes may from time to time be varied by the Initial Purchasers without notice. The Notes and the Notes Guarantees have not been and will not be registered under the U.S. Securities Act. The Initial Purchasers have agreed that they will only offer or sell the Notes (1) outside the United States in offshore transactions in reliance on Regulation S and (2) in the United States to qualified institutional buyers in reliance on Rule 144A. The terms used above have the meanings given to them by Regulation S and Rule 144A. Persons who purchase Notes from the Initial Purchasers may be required to pay stamp duty, taxes and other charges in accordance with the laws and practice of the country of purchase in addition to the offering price set forth on the cover page hereof. The Initial Purchasers have advised us that they intend to make a market in the Notes as permitted by applicable law. The Initial Purchasers are not obligated, however, to make a market in the Notes, and any market-making activity may be discontinued at any time at the sole discretion of the Initial Purchasers without notice. In addition, any such market-making activity will be subject to the limits imposed by the U.S. Securities Act and the U.S. Exchange Act. Accordingly, we cannot assure you that any market for the Notes will develop, that it will be liquid if it does develop, or that you will be able to sell any Notes at a particular time or at a price which will be favourable to you. Pursuant to the Purchase Agreement, each of the Issuer and the Company has agreed not to (and to use its reasonable best efforts to cause its affiliates not to) take, directly or indirectly, any action which is designed to or which constitutes or that might reasonably be expected to cause or result in the stabilisation or manipulation of the price of any security of the Issuer or the Company. In connection with the Offering of the Notes, the Stabilising Manager, or persons acting on its behalf, may engage in transactions that stabilise, maintain or otherwise affect the price of the Notes. Specifically, the Stabilising Manager, or persons acting on its behalf, may bid for and purchase Notes in the open markets to stabilise the price of the Notes. The Stabilising Manager, or persons acting on its behalf, may also over allot the Offering of the Notes, creating a syndicate short position, and may bid for and purchase Notes in the open market to cover the syndicate short position. In addition, the Stabilising Manager, or persons acting on its behalf, may bid for and purchase Notes in market making transactions as permitted by applicable laws and

167 regulations and impose penalty bids. These activities may stabilise or maintain the respective market price of the Notes above market levels that may otherwise prevail. The Stabilising Manager is not required to engage in these activities, and may end these activities at any time. Accordingly, no assurances can be given as to the liquidity of, or trading markets for, the Notes. See “Risk Factors—Risks Related to the Notes and Our Structure—There may not be an active trading market for the Notes, in which case your ability to sell the Notes may be limited.” The Initial Purchasers expect to make offers and sales both inside and outside the United States through their selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the U.S. Securities and Exchange Commission. Each Initial Purchaser warrants and represents that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Guarantors; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. The Notes will constitute a new class of securities with no established trading market. The Initial Notes are listed on the Official List of the Irish Stock Exchange and are admitted for trading on the Global Exchange Market thereof. Application has been made, through our Listing Agent, for the Notes to be listed on the Official List of the Irish Stock Exchange and admitted to trading on the Global Exchange Market thereof. Neither we, nor the Initial Purchasers can assume that such listing can be maintained. No action has been taken in any jurisdiction, including the United States, by us or the Initial Purchasers that would permit a public offering of the Notes or the possession, circulation or distribution of this Offering Memorandum or any other material relating to us, the Group or the Notes in any jurisdiction where action for the purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Memorandum nor any other offering material or advertisements in connection with the Notes may be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction. This Offering Memorandum does not constitute an offer to purchase or a solicitation of an offer to sell in any jurisdiction where such offer or solicitation would be unlawful. Persons into whose possession this Offering Memorandum comes are advised to inform themselves about and to observe any restrictions relating to the offering of the Notes, the distribution of this Offering Memorandum and resales of the Notes. Please see the section entitled “Transfer Restrictions.” The Issuer and the Guarantors have agreed to indemnify each Initial Purchaser against certain liabilities, including liabilities under the U.S. Securities Act. The Issuer will pay the Initial Purchasers a commission and pay certain fees and expenses relating to the offering of the Notes. The Initial Purchasers and their affiliates perform, and have in the past performed, and may in the future perform, various commercial and investment banking, consulting and financial advisory, investment management, M&A advisory, investment research, principal investment, hedging, financing and brokerage activities for the Issuer, the Guarantors and certain of their affiliates (including its shareholders) for which they receive customary fees and reimbursement of expenses. The Initial Purchasers may enter into new hedging arrangements with the Issuer, the Guarantors or their subsidiaries in connection with the Transactions. In connection with the Offering, the Initial Purchasers are not acting for anyone other than the Issuer and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients nor for providing advice in relation to the Offering.

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TRANSFER RESTRICTIONS

The following restrictions will apply to the Notes. You are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Notes. See “Description of the Notes.” None of the Notes have been registered under the U.S. Securities Act, and they may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Accordingly, the Notes are being offered and sold only (A) to qualified institutional buyers in compliance with Rule 144A and (B) outside the U.S. to non-U.S. persons in accordance with Regulation S. A non-U.S. person shall include any dealer or other professional fiduciary in the U.S. which is acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) in reliance upon Regulation S. As used in this section, the terms “United States” and “U.S. person” have the meanings given to them in Regulation S. Each purchaser of Notes will be deemed to have acknowledged, represented and agreed with us and the Initial Purchasers as follows: (1) It is purchasing the Notes for its own account or for an account with respect to which it exercises sole investment discretion and that it and any such account is either (A) a qualified institutional buyer, and is aware that the sale to it is being made in reliance on Rule 144A or (B) at the time the buy order for the Notes is originated, a non-U.S. person that is outside the U.S. (or a non-U.S. person that is a dealer or other fiduciary as referred to above).

(2) It acknowledges that the Notes are being offered for resale in a transaction not involving a public offering in the U.S. (within the meaning of the U.S. Securities Act) and have not been registered under the U.S. Securities Act or any other securities laws and may not be reoffered, resold, pledged or otherwise transferred within the U.S. or to, or for the account or benefit of, U.S. persons except as set forth below.

(3) It shall not offer, resell, pledge or otherwise transfer the Notes except (A) to the Company or any of its subsidiaries, (B) inside the U.S. to a qualified institutional buyer in a transaction complying with Rule 144A or (C) outside the U.S. in an offshore transaction in compliance with Regulation S under the U.S. Securities Act. It acknowledges that the exemption provided by Rule 144 for resale of the Notes is not available.

(4) It agrees that it will give to each person to whom it transfers the Notes notice of any restrictions on transfer of such Notes.

(5) It is relying on the information contained in this Offering Memorandum in making its investment decision with respect to the Notes. It acknowledges that neither we nor the Initial Purchasers have made any representation to it with respect to us or the Offering or sale of any Notes, other than the information contained in this Offering Memorandum which has been delivered to it and upon which it is relying in making its investment decision with respect to the Notes. It has had access to such financial and other information concerning us and the Notes as it has deemed necessary in connection with its decision to purchase the Notes, including an opportunity to ask questions of and request information from us and the Initial Purchasers.

(6) It acknowledges that prior to any proposed transfer of Notes in certificated form or of beneficial interests in a Global Note (in each case other than pursuant to an effective registration statement), the holder of Notes or the holder of beneficial interests in a Global Note, as the case may be, may be required to provide certifications and other documentation relating to the manner of such transfer and submit such certifications and other documentation as provided in the Indenture governing the Notes.

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(7) It understands that all of the Notes will bear a legend to the following effect unless otherwise agreed by us and the holder thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE U.S. SECURITIES ACT AND (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE ISSUER, THE GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES,” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT.

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(8) It acknowledges that the Trustee will not be required to accept for registration of transfer any Notes acquired by it, except upon presentation of evidence satisfactory to us and the Trustee that the restrictions set forth above have been complied with.

(9) It acknowledges that we, the Initial Purchasers and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations or agreements deemed to have been made by its purchase of the Notes are no longer accurate, it shall promptly notify us and the Initial Purchasers. If it is acquiring the Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each account.

Each purchaser and subsequent transferee of a Note will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the Notes constitutes assets of any employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act, as amended (“ERISA”), any plan, individual retirement account or other arrangement subject to Section 4975 of the Code or provisions under any federal, state, local non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Law”), or any entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement or (ii) the purchase and holding of the Notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar Law.

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LEGAL MATTERS

Certain legal matters are being passed upon for the Issuer and the Guarantors by Linklaters LLP, United States, New York and English counsel to the Issuer and the Guarantors, and Elliott Duffy Garrett, Northern Irish counsel to the Issuer and the Guarantors. Certain legal matters will be passed upon for the Initial Purchasers by Simpson Thacher & Bartlett LLP, United States and New York counsel to the Initial Purchasers.

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INDEPENDENT AUDITORS

The historical combined financial information of the Company and its subsidiaries and certain affiliates as at and for the years ended December 31, 2011, 2012 and 2013, are included in this Offering Memorandum. BDO Northern Ireland, chartered accountants and registered auditors, of Lindsay House, 10 Callender Street, Belfast BT1 5BN, United Kingdom, have issued Accountants Reports in accordance with Statements of Investment Reporting, as issued by the Auditing Practices Board in the United Kingdom, on the historical financial information of the Company and its subsidiaries and certain affiliates as at and for the years ended December 31, 2011, 2012 and 2013, as stated in their report appearing herein. In respect of the audited combined financial information for the years ending December 31, 2011, 2012 and 2013, BDO provides that “Save for any responsibility arising under paragraph 2A.11.1 of the GEM Rules, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report. The historical consolidated financial statements of the Company and its subsidiaries and certain affiliates as at and for the year ended December 31, 2014, included elsewhere in this Offering Memorandum have been audited by BDO Northern Ireland, chartered accountants and registered auditors, of Lindsay House, 10 Callender Street, Belfast BT1 5BN, United Kingdom, as set forth in their audit report appearing herein. BDO Northern Ireland is a member of the Chartered Accountants Ireland. In respect of the audit report relating to the consolidated financial statements as at and for the year ended December 31, 2014, reproduced herein, BDO provides: ‘‘Our audit work has been undertaken so that we might state to the Company’s shareholders 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 shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.’’ Investors in the Notes should understand that these statements are intended to disclaim any liability to parties (such as purchasers of the Notes) other than to the shareholders of the Company, with respect to those reports. The SEC would not permit such limiting language to be included in a registration statement or a prospectus used in connection with an offering of securities registered under the US Securities Act, or in a report filed under the US Exchange Act. If a US court (or any other court) were to give effect to the language quoted above, the recourse that investors in the Notes may have against the independent auditors based on their reports or the consolidated financial statements to which they relate could be limited. The extent to which auditors have responsibility or liability to third parties is unclear under the laws of many jurisdictions, including the United Kingdom, and the legal effect of these statements in the audit reports is untested in the context of an offering of securities. The inclusion of the language referred to above, however, may limit the ability of holders of the Notes to bring any action against BDO for damages arising out of an investment in the Notes.

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ENFORCEMENT OF CIVIL LIABILITIES

We, the Issuer and the Guarantors of the Notes are incorporated under the laws of Northern Ireland. Our directors and executive officers live outside the U.S. The assets of our directors and executive officers and the majority of our assets are located outside the U.S. As a result, although we will appoint an agent for service of process under the Indenture governing the Notes, it may be difficult for you to serve process on those persons or us in the U.S. or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the U.S. Additionally, because the planned Revolving Credit Facility is to be governed by the law of England and Wales, it is likely that a claim arising therefrom will be brought in an English court, following which enforcement of any judgment rendered against the Issuer or a Guarantor would need to be sought in a Northern Irish court.

Northern Ireland

Enforcement of judgments of a U.S. court in Northern Ireland The United States and the U.K. do not have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters (although the United States and the U.K. are both parties to the New York Convention on Arbitral Awards). Any judgment rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities law, would not be directly enforceable in Northern Ireland. In order to enforce such a monetary judgment in Northern Ireland, under common law rules proceedings must be initiated by way of civil law action on the judgment debt before a court of competent jurisdiction in Northern Ireland (a “Northern Irish court”). Summary judgment may be applied for and in this type of action, a Northern Irish court generally will not (subject to the matters identified below) reinvestigate the merits of the original matter decided by a U.S. court if:

 the relevant U.S. court had territorial, procedural and substantive jurisdiction (under the U.K. rules of private international law applicable to Northern Ireland) to give the judgment; and

 the judgment is final and conclusive on the merits and is for a definite sum of money (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty or otherwise based on a U.S. law that a Northern Irish court considers to be a penal, revenue or other public law).

A Northern Irish court may refuse to enforce such a judgment for reasons including if it is established that:

 the enforcement of such judgment would contravene natural justice, public policy or statute in Northern Ireland;

 the enforcement of the judgment is prohibited by statute (including, without limitation, if the amount of the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained);

 the Northern Irish proceedings were not commenced within the relevant limitation period;

 before the date on which the U.S. court gave judgment, the issues in question had been the subject of a final judgment of a Northern Irish court or of a court of another jurisdiction whose judgment is enforceable in Northern Ireland;

 the judgment has been obtained by fraud or in proceedings in which the principles of natural justice were breached;

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 the bringing of proceedings in the relevant U.S. court was contrary to an agreement under which the dispute in question was to be settled otherwise than by proceedings in that court (to whose jurisdiction the judgment debtor did not submit); or

 an order has been made and remains effective under section 9 of the U.K. Foreign Judgments (Reciprocal Enforcement) Act 1933, applying that section to U.S. courts, including the relevant U.S. court.

If a Northern Irish court gives judgment for the sum payable under a U.S. judgment, the Northern Irish judgment will be enforceable by methods generally available for this purpose. In addition, it may not be possible to obtain a Northern Irish judgment or to enforce that judgment if the judgment debtor is or becomes subject to any insolvency or similar proceedings, or if the judgment debtor has any set-off or counterclaim against the judgment creditor.

Enforcement of judgments of an English court in Northern Ireland As the Revolving Credit Facility is to be governed by English law, it is likely that that any judgment against the Issuer in regard to a claim arising out of the Facility will be issued by an English court. A judgment of an English court can be enforced in Northern Ireland after a certificate of the judgment has been registered with the High Court of Justice in Northern Ireland. Once the English court judgment has been registered, an application can be made to the Enforcement of Judgements Office (EJO) in Northern Ireland to enforce the judgment in accordance with the Judgments Enforcement (Northern Ireland) Order 1981, and the EJO will treat the English court judgment in the same manner as if it was a judgment issued by a Northern Irish court.

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CERTAIN INSOLVENCY CONSIDERATIONS AND LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE NOTES GUARANTEES

Set out below is a summary of certain limitations on the enforceability of the Notes Guarantees and of certain insolvency law considerations in each of the jurisdictions in which the Issuer, the Guarantors and the providers of Collateral (as of the date hereof) are organised or incorporated. It is a summary only. Bankruptcy or insolvency proceedings or a similar event could be initiated in any of these jurisdictions and or in the jurisdiction of organisation or incorporation of a future guarantor under the Notes. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdictions’ law should apply and could adversely affect your ability to enforce your rights and to collect payment in full under the Notes, the Notes Guarantees.

European Union

Pursuant to Council Regulation (EC) no. 1346/2000 on insolvency proceedings (the “EU Insolvency Regulation”), the court which shall have jurisdiction to open insolvency proceedings in relation to a company is the court of the EU Member State (other than Denmark) where the company concerned has its “centre of main interests” (as that term is used in Article 3(1) of the EU Insolvency Regulation). The determination of where any such company has its “centre of main interests” is a question of fact on which the courts of the different EU Member States may have differing and even conflicting views. The term “centre of main interests” is not a static concept. Although there is a rebuttable presumption under Article 3(1) of the EU Insolvency Regulation that any such company has its “centre of main interests” in the EU Member State in which it has its registered office, Preamble 13 of the EU Insolvency Regulation states that the “centre of main interests” of a debtor should correspond to the place where the debtor conducts the administration of its interests on a regular basis and “is therefore ascertainable by third parties.” In that respect, factors such as where board meetings are held, the location where the company conducts the majority of its business and the perception of the company’s creditors as regards to the local centre of the company’s business operations may all be relevant in the determination of the place where the company has its “centre of main interests.” If the “centre of main interests” of a company is and will remain located in the state in which it has its registered office, the main insolvency proceedings in respect of the company under the EU Insolvency Regulation would be commenced in such jurisdiction and accordingly a court in such jurisdiction would be entitled to commence the types of insolvency proceedings referred to in Annex A to the EU Insolvency Regulation with these proceedings being governed by the lex fori concursus, i.e. the local laws of the court opening such main insolvency proceedings, subject to a number of reserved matters and exceptions. Insolvency proceedings opened in one EU Member State under the EU Insolvency Regulation are to be recognised in the other EU Member States (other than Denmark), although secondary proceedings may be opened in another EU Member State. If the “centre of main interests” of a debtor is in one EU Member State (other than Denmark), under Article 3(2) of the EU Insolvency Regulation, the courts of another EU Member State (other than Denmark) have jurisdiction to open “territorial proceedings” only in the event that such debtor has an “establishment” in the territory of such other EU Member State. If the main insolvency proceedings have been opened by the court of the EU Member State where the centre of main interest of the debtor is situated and are outstanding, then the territorial proceedings (entitled “secondary proceedings”) can only be winding up proceedings. If no such main insolvency proceedings are outstanding, the territorial proceedings could still be opened in another EU Member State (except Denmark) under certain circumstances as set forth Article 3(4) of the EU Insolvency Regulation. The effects of those territorial proceedings are restricted to the assets of the debtor situated in the territory of such other EU Member State. If the company does not have an establishment in any other EU Member State, no court of any other EU Member State has jurisdiction to open territorial proceedings in respect of such company under the EU Insolvency Regulation.

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In the event that any one or more of the Issuer, the Guarantors or any of the Guarantors’ subsidiaries experience financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings. Applicable insolvency laws may affect the enforceability of the obligations of the Issuer and the Guarantors.

Northern Ireland

The Issuer and the Guarantors are companies incorporated under the laws of Northern Ireland. Therefore, any main insolvency proceedings in respect of the Issuer or a Guarantor incorporated under the laws of Northern Ireland (a “Northern Irish Obligor”) would likely be commenced in Northern Ireland and conducted in accordance with the requirements of Northern Irish insolvency laws. However, pursuant to the EU Insolvency Regulation, where a Northern Irish company conducts business in another member state of the EU, the jurisdiction of the Northern Irish courts may be limited if the company’s “centre of main interests” is found to be in another Member State. See “—European Union.” There are a number of factors that are taken into account to ascertain the centre of main interests. The centre of main interests should correspond to the place where the company conducts the administration of its interests on a regular basis and is therefore ascertainable by third parties. The place of the registered office of the company is presumed to be the centre of main interests in the absence of proof to the contrary. The point at which this issue falls to be determined is at the time that the relevant insolvency proceedings are opened.

Administration The Insolvency (Northern Ireland) Order 1989 (as amended by the Insolvency (Northern Ireland) 2005 and as otherwise amended) empowers courts in Northern Ireland to make an administration order in respect of a Northern Irish company in certain circumstances. An administration order can be made if the court is satisfied that the relevant company is or is likely to become “unable to pay its debts” as defined in Article 103 of the Insolvency (Northern Ireland) Order 1989 and that the administration order is reasonably likely to achieve the statutory purpose of administration.

An administrator can also be appointed out of court by the company, its directors or the holder of a qualifying floating charge which has become enforceable. During the administration, no proceedings or other legal process may be commenced or continued against the company in administration, or security enforced over the company’s property, except with leave of the court or the consent of the administrator (the statutory moratorium). Certain creditors of a company in administration may be able to realise their security over that company’s property notwithstanding the statutory moratorium. If a Northern Irish company were to enter administration, it is possible that any security or guarantee granted by it may not be enforced while it is in administration, without the leave of court or consent of the administrator. There can be no assurance that this leave of court or consent of the administrator would be obtained.

Liquidation The Northern Irish Guarantors may be wound up under the laws of Northern Ireland. “Wound up” refers to being placed into either Creditors’ Voluntary Liquidation or Compulsory Liquidation, both of which are insolvent liquidations. This does not refer to the process of Members’ Voluntary Liquidation which is a solvent winding up and outside the scope of this analysis. On the liquidation of a Northern Irish company, there is no automatic statutory moratorium in place preventing, amongst other things, the holders of guarantees or security interests from taking steps to enforce those guarantees or security interests. However, where a winding up order has been made or a provisional liquidator has been appointed in relation to a Northern Irish Guarantor, no action shall be taken or proceeding commenced to recover the amounts on foot of the relevant guarantee except by leave of the High Court of Northern Ireland, and subject

177 to such terms as the Court may impose, by virtue of Article 110 of the Insolvency (Northern Ireland) Order 1989.

Challenges to Guarantees There are circumstances under Northern Irish insolvency law in which the granting by a Northern Irish company of guarantees can be challenged. Under insolvency law in Northern Ireland, the liquidator or administrator of a company may apply to the court to set aside the giving of a guarantee within two years prior of the grantor entering into relevant insolvency proceedings, if the grantor was unable to pay its debts, as defined in Article 103 of the Insolvency (NI) Order 1989 at the time of, or becomes unable to pay its debts as a consequence of, the giving of the guarantee. A transaction might be subject to a challenge if a company received consideration of significantly less value than the benefit given by that company or if it puts a person into a position which is better than the position that person would be in if the company proceeded into insolvent liquidation or if made for the purpose of putting assets beyond the reach of creditors. A court generally will not intervene, however, if a company entered into the transaction in good faith for the purpose of carrying on its business and if at the time it did so there were reasonable grounds for believing the transaction would benefit the company. The Issuer cannot assure holders of the Notes that in the event of insolvency, the giving of guarantees by companies incorporated under the laws of Northern Ireland would not be challenged by a liquidator or administrator or that a court would support the analysis that (in any event) the guarantee was entered into in good faith for the purposes described above. In general terms, in such circumstances the Courts of Northern Ireland have the power to make void, among other things, such transactions or restore the position to what it would have been if the company had not entered into the transaction. If a court voided the giving of any guarantee as a result of a transaction at an undervalue or preference, or held it unenforceable for any other reason, you would cease to have a claim against the Guarantor giving such guarantee. The following potential grounds for challenge may apply under Northern Irish law to guarantees:

Transaction at an undervalue Under Northern Irish insolvency law, a liquidator or administrator of a Northern Irish company could apply to the court for an order to set aside the creation of a security interest or a guarantee if such liquidator or administrator believes that the creation of such security interest or guarantee constituted a transaction at an undervalue. There will only be a transaction at an undervalue, if at the time of the transaction or as a consequence of the transaction, the Northern Irish company was unable to pay its debts or became unable to pay its debts (as defined in the Insolvency (Northern Ireland) Order 1989, as amended). The transaction can be challenged if the Northern Irish company enters into liquidation or administration proceedings within a period of two years from the date the Northern Irish company grants the security interest or the guarantee. A transaction might be subject to being set aside as a transaction at an undervalue if the company makes a gift to a person, if the company receives no consideration or if the company receives consideration of significantly less value, in money or money’s worth, than the consideration given by such company. However, a court generally will not intervene if it is satisfied that the company entered into the transaction in good faith and for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing the transaction would benefit it. If the court determines that the transaction was a transaction at an undervalue, the court can make such order as it thinks fit to restore the position to what it would have been in if the transaction had not been entered into. In any proceedings, it is for the administrator or liquidator to demonstrate that the Northern Irish company was insolvent unless a beneficiary of the transaction was a connected person (as defined in the Insolvency (Northern Ireland) Order 1989, as amended), in which case there is a presumption of insolvency and the connected person must demonstrate the solvency of the Northern Irish company in such proceedings.

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Preference Under Northern Irish insolvency law, a liquidator or administrator of a Northern Irish company could apply to the court for an order to set aside the creation of a security interest or a guarantee if such liquidator or administrator believes that the creation of such security interest or such guarantee constituted a preference. There will only be a preference if, at the time the transaction was entered into, the Northern Irish company was unable to pay its debts (as defined in the Insolvency (northern Ireland) Order 1989 (as amended)) or the Northern Irish company becomes unable to pay its debts (as defined in the Insolvency (Northern Ireland) Order 1989 (as amended)) as a consequence of giving the preference. The giving of the preference can be challenged if the Northern Irish company enters into liquidation or administration proceedings within a period of six months (if the beneficiary of the security or the guarantee is not a connected person) or two years (if the beneficiary is a connected person) from the date the Northern Irish company takes the decision to grant the security interest or the guarantee. A transaction will constitute a factual preference if it has the effect of putting a creditor of the Northern Irish company (or a surety or guarantor for any of the company’s debts or liabilities) in a better position (in the event of the company going into insolvent liquidation) than such creditor, guarantor or surety would otherwise have been in had that transaction not been entered into. If the court determines that the transaction constituted such a preference, the court has very wide powers for restoring the position to what it would have been if that preference had not been given, which could, in this case, include reducing payments under the Notes and the Notes Guarantees. However, for the court to do so, it must be shown that in deciding to give the factual preference the Northern Irish company was influenced by a desire to produce the preferential effect. In any proceedings, it is for the administrator or liquidator to demonstrate that the Northern Irish company was insolvent at the relevant time and that the company was influenced by a desire to produce the preferential effect, unless the beneficiary of the transaction was a connected person, in which case there is a presumption that the company was influenced by a desire to produce the preferential effect and the connected person must demonstrate in such proceedings that there was no such influence.

Transaction defrauding creditors Under Northern Irish insolvency law, where it can be shown that a transaction was at an undervalue and was made for the purposes of putting assets beyond the reach of a person who is making, or may make, a claim against a company, or of otherwise prejudicing the interests of a person in relation to the claim which that person is making or may make, the transaction may be set aside by the court as a transaction defrauding creditors. An application to the court for an order to set aside the transaction may be made by an administrator, a liquidator and, subject to certain conditions, the U.K. Financial Conduct Authority (which has, as of April 1, 2013, assumed the corporate identity of the U.K. Financial Services Authority) and the U.K. Pensions Regulator. In addition, any person who is, or who is capable of being, prejudiced by the transaction may (with the leave of the court in the case of a company in administration or liquidation) also bring an application to set aside such transaction. There is no time limit in the Northern Irish insolvency legislation within which the challenge must be made and the relevant company does not need to be insolvent at the time of the transaction. If the court determines that the transaction was a transaction defrauding creditors, the court can make such orders as it thinks fit to restore the position to what it would have been if the transaction had not been entered into and to protect the interests of the victims of the transaction. The relevant court order may affect the property of, or impose any obligation on, any person, whether or not he is the person with whom the transaction was entered into. However, such an order will not prejudice any interest in property which was acquired from a person other than the debtor company in good faith, for value and without notice of the relevant circumstances and will not require a person who received a benefit from the transaction in good faith, for value and without notice of the relevant circumstances, to pay any sum unless such person was a party to the transaction.

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AVAILABLE INFORMATION

Each purchaser of the Notes from the Initial Purchasers will be furnished a copy of this Offering Memorandum and any related amendments or supplements to this Offering Memorandum. Each person receiving this Offering Memorandum and any related amendments or supplements to this Offering Memorandum acknowledges that: (1) such person has been afforded an opportunity to request from us, and to review and has received, all additional information considered by it to be necessary to verify the accuracy and completeness of the information herein;

(2) such person has not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with its investigation of the accuracy of such information or its investment decision; and

(3) except as provided pursuant to (1) above, no person has been authorised to give any information or to make any representation concerning the Notes offered hereby other than those contained herein and, if given or made, such other information or representation should not be relied upon as having been authorised by ourselves or the Initial Purchasers.

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, we will, during any period in which we are neither subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from the reporting requirements under Rule 12g3-2(b) of the U.S. Exchange Act, provide to the holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, in each case upon the written request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act. We are not currently subject to the periodic reporting and other information requirements of the U.S. Exchange Act. However, pursuant to the Indenture governing the Notes and so long as the Notes are outstanding, we will furnish periodic information to holders of the Notes. See “Description of the Notes— Certain Covenants—Reports.” Upon request, we will provide you with copies of the Indenture, the form of the Notes and any notation of guarantee. You may request copies of such documents by contacting the Issuer at 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom.

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LISTING AND GENERAL INFORMATION

Listing Information

The Initial Notes are listed on the Official List of the Irish Stock Exchange and are admitted for trading on the Global Exchange Market thereof. Application has been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and to be admitted for trading on the Global Exchange Market thereof. For the life of the Listing Particulars, physical and electronic copies of the following documents may be inspected and obtained at the registered office of the paying agent in London during normal business hours on any business day:

 the articles of association of the Issuer and each Guarantor;

 the most recent audited consolidated historical financial information of the Company, which will include the financial information of both guarantor and non-guarantor subsidiaries;

 the audited consolidated historical financial information of the Company for the year ended December 31, 2014 and the audited combined historical financial information of the Company for the years ended December 31, 2013, 2012 and 2011; and

 the Indenture governing the Notes (which includes the guarantee and form of the Notes).

The issuance of the Initial Notes was authorised by the board of directors of the Issuer on May 19, 2014 and the issuance of the Notes was authorised by the board of directors of the Issuer on April 13, 2015. The giving of the guarantee has been authorised and, if applicable, will be authorised pursuant to applicable corporate formalities. Each of the guarantees given by the Guarantors is full and unconditional, as well as joint and several. The total expenses related to the admission of the Notes to trading on the Global Exchange Market are expected to be less than €10,000. Except as disclosed in this Offering Memorandum, we have not been involved in any governmental, legal or arbitration proceeding relating to claims or amounts that are material and may have or have had during the 12 months preceding the date of this Offering Memorandum, a significant effect on our financial position nor so far as we are aware is any such litigation or arbitration pending or threatened. As of the date of this Offering Memorandum, the most recent audited consolidated historical financial information available for the Company were as of and for the year ended December 31, 2014. Except as disclosed in this Offering Memorandum, there has been no significant change in our financial or trading position since December 31, 2014 and no material adverse change in our financial condition since December 31, 2014. The Adjusted EBITDA and total assets figures and the percentage of Adjusted EBITDA and total assets that each of (i) the Issuer, (ii) the guarantor(s) and (iii) the non-guarantor companies represent in that latest audited consolidated historical financial information (for the year ended December 31, 2014) are as follows:

(1) (2) Adjusted EBITDA Total assets £ (‘000) % £ (‘000) % Issuer ...... N/A ...... N/A ...... N/A N/A Guarantor(s) ...... 96,291 ...... 89.2 ...... 639,632 85.5 Non-guarantor(s) ...... 11,650...... 10.8 ...... 108,314 14.5

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Note: (1) We have calculated Adjusted EBITDA by calculating EBITDA (which is operating profit before taking into account depreciation and amortization) and adding back exceptional costs and any exceptional income for the relevant period. We have used Adjusted EBITDA in the financial information contained in the Offering Memorandum provided with the Listing Application relating to the Notes as we believe it reflects our financial performance more accurately than EBITDA, by eliminating the effect of exceptional items. (2) We have used Total Assets in the financial information contained in the Offering Memorandum provided with the Listing Application relating to the Notes as we believe it allows bondholders to more directly compare Marfrig Group, of which Moy Park is a subsidiary and has as its parent the Brazilian company Marfrig Global Foods S.A., with other competitors in the Latin American market where Total Assets figures are typically used. We note also that Marfrig Group as a whole uses Total Assets as opposed to Net Assets, and that Total Assets will also give bond holders better visibility of the asset base the business has to support its operations.

The monetary value and percentage of Adjusted EBITDA and total assets that Moy Park Limited represents in the latest audited consolidated historical financial information (for the year ended December 31, 2014) is £96.3 million, or 89.2%, of Adjusted EBITDA, and £634.4 million, or 84.8%, of total assets, respectively. The Trustee and the Paying Agent is The Bank of New York Mellon, and its address is 101 Barclay Street 7E, New York, NY 10286, United States. The Trustee will be acting in its capacity of Trustee for the holders of the Notes and will provide such services to the holders of the Notes as described in the Indentures governing the Notes.

Clearing Information

The Notes have been accepted for clearance through the facilities of Clearstream and Euroclear under the common codes 107249575 for the Notes sold pursuant to Rule 144A and 121971011 for the Notes sold pursuant to Regulation S. The international securities identification numbers for the Notes sold are XS1072495754 for the Notes sold pursuant to Rule 144A and XS1219710115 for the Notes sold pursuant to Regulation S. The Initial Notes have been accepted for clearance through the facilities of Clearstream and Euroclear under the common codes 107249575 for the Initial Notes sold pursuant to Rule 144A and 107249524 for the Initial Notes sold pursuant to Regulation S. The international securities identification numbers for the Initial Notes sold are XS1072495754 for the Initial Notes sold pursuant to Rule 144A and XS1072495242 for the Initial Notes sold pursuant to Regulation S.

Legal Information

1. The Issuer

Moy Park (Bondco) Plc is a public limited company organised under the laws of Northern Ireland and it was incorporated on May 14, 2014. It is registered under company identification number NI624604 and the address of its registered office is 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom.

2. The Guarantors

 Moy Park Holdings (Europe) Limited is a private company organised under the laws of Northern Ireland and it was incorporated on August 29, 2008. It is registered under company identification number NI070325 and the address of its registered office is 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom.

 Moy Park (Newco) Limited is a private company organised under the laws of Northern Ireland and it was incorporated on May 13, 2014. It is registered under company identification number

182

NI624578 and the address of its registered office is 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom.

 Moy Park Limited is a private company organised under the laws of Northern Ireland and it was incorporated on March 3, 1961. It is registered under company identification number NI004842 and the address of its registered office is 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom.

 O’Kane Poultry Limited is a private company organised under the laws of Northern Ireland and it was incorporated on March 31, 1964. It is registered under company identification number NI005917 and the address of its registered office is 39 Seagoe Industrial Estate, Craigavon, Co. Armagh BT63 5QE, United Kingdom.

3. The Initial Notes have been issued by virtue of a resolution of the board of directors of the Issuer passed on May 19, 2014. The Notes have been issued by virtue of a resolution of the board of directors of the Issuer passed on April 13, 2015.

4. Throughout the term of the Notes and from the date hereof, copies of the Issuer’s memorandum and articles of association (statutes) (and any amendments thereto) will be available free of charge at the offices of the Listing Agent in Ireland.

5. Copies of the annual and quarterly reports required to be delivered under the covenant described under “Description of the Notes—Certain Covenants—Reports” will be available free of charge at the offices of the paying agent in Ireland.

6. We will deposit copies of this Offering Memorandum and the Indenture with the Paying Agent in Ireland. Copies of these documents will be available free of charge at the offices of the Paying Agent in Ireland.

7. Except as disclosed in this Offering Memorandum, there has been no material adverse change in the financial condition of the Issuer since the date of its last audited historical financial information.

8. There is currently no material litigation pending against the Issuer other than that described in this Offering Memorandum.

9. The Issuer accepts responsibility for the information contained in this Offering Memorandum. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Memorandum is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

10. Information provided by Euromonitor International Limited in this Offering Memorandum is from independent market research carried out by Euromonitor International Limited but should not be relied upon in making, or refraining from making, any investment decision.

183

INDEX TO HISTORICAL FINANCIAL INFORMATION

Pages Consolidated historical financial statements of the Company as at and for the year ended December 31, 2014 Report of independent auditor ...... F-2 Consolidated income statement ...... F-4 Consolidated statement of total comprehensive income ...... F-5 Consolidated balance sheet ...... F-6 Consolidated statement of changes in equity ...... F-8 Consolidated cash flow statement ...... F-9 Notes to the consolidated financial statements ...... F-10

Pages Combined historical financial information of the Company as at and for the years ended December 31, 2013, 2012 and 2011 Report of independent auditor ...... F-37 Combined income statement ...... F-39 Combined statement of total comprehensive income ...... F-40 Combined balance sheet ...... F-41 Combined cash flow statement ...... F-43 Notes to the historical financial information ...... F-44

F-1 F-2 F-3 F-4 F-5 F-6 F-7 F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-15 F-16 F-17 F-18 F-19 F-20 F-21 F-22 F-23 F-24 F-25 F-26 F-27 F-28 F-29 F-30 F-31 F-32 F-33 F-34 F-35 F-36

Tel: +44(0)28 9043 9009 Lindsay House Fax: +44(0)28 9043 9010 10 Callender Street www.bdoni.com Belfast BT1 5BN

The Directors 20 May 2014 Moy Park (Bondco) Plc The Food Park 39 Seagoe Industrial Estate Craigavon Co Armagh BT63 5QE

Dear Sirs

Moy Park Holdings (Europe) Limited (the “Company”) and its subsidiary undertakings and certain other affiliates (together, the “Group”).

Introduction

We report on the financial information on the Group which comprises the combined balance sheets as of 31 December 2011, 2012 and 2013, and the related combined statements of income, total comprehensive income, and cash flows for the years ended 31 December 2011, 2012 and 2013, and the related notes to the combined financial information. This financial information has been prepared for inclusion in the Offering Memorandum dated 20 May 2014 (the “Offering Memorandum”) of Moy Park (Bondco) Plc on the basis of the accounting policies set out in note 2 of page F-45 to the financial information. This report is required by paragraph 2A.11.1 of the Listing and Admission to Trading Rules of the Global Exchange Market made by the Irish Stock Exchange plc (the “GEM Rules”) and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The directors of the Company are responsible for preparing the financial information on the basis of preparation set out in note 2.(a) of page F-45 to the financial information.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Save for any responsibility arising under paragraph 2A.11.1 of the GEM Rules, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgements made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give

BDO is authorised and regulated by the Financial Conduct Authority to conduct investment business F-37 reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion, the financial information gives, for the purposes of the Offering Memorandum, a true and fair view of the state of affairs of the Group as at 31 December 2011, 2012 and 2013 and of its profits and cash flows for the years ended 31 December 2011, 2012 and 2013 in accordance with the basis of preparation set out in note 2.(a) of page F-45 to the financial information.

Declaration

For the purposes of paragraph 2A.11.1 of the GEM Rules we are responsible for this report as part of the Offering Memorandum and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Offering Memorandum in compliance with paragraph 2A.1.2 of the GEM Rules.

Yours faithfully

/s/ BDO Northern Ireland

BDO Northern Ireland Chartered Accountants

F-38

MOY PARK HOLDINGS (EUROPE) LIMITED COMBINED INCOME STATEMENT For the years ended 31 December 2011, 2012 and 2013 Note 2011 2012 2013

£’000 £’000 £’000 Continuing operations Revenue 4 1,267,244 1,282,454 1,394,356 Cost of sales 1,175,552 1,170,633 1,256,864 Gross profit 91,692 111,821 137,492

Sales and distribution costs 58,711 60,877 67,856 Administration expenses 26,766 28,397 33,344 Other operating costs/(income) 5,933 3,537 (67)

Group operating profit before exceptional items 282 19,010 36,359

Exceptional income – release of contingent consideration 47,035 - - Other exceptional costs - (47) (4,713)

Group operating profit after exceptional items 47,317 18,963 31,646

Finance costs 7 (6,481) (5,555) (4,166) Finance income 8 400 416 467 Net finance costs (6,081) (5,139) (3,699)

Profit before taxation 41,236 13,824 27,947 Taxation 10 12,801 (5,407) 190 Profit for the year 54,037 8,417 28,137 Attributable to: Owners of the parent 54,256 8,420 28,151 Non-controlling interest (219) (3) (14)

Profit for the year 54,037 8,417 28,137

F-39

MOY PARK HOLDINGS (EUROPE) LIMITED COMBINED STATEMENT OF TOTAL COMPREHENSIVE INCOME For the years ended 31 December 2011, 2012 and 2013

Note 2011 2012 2013

£’000 £’000 £’000 Profit for the year 54,037 8,417 28,137 Other comprehensive (loss)/income: Items that may subsequently be reclassified to profit or loss Foreign exchange rate (losses)/gains (388) (525) 166 Total comprehensive income for the year, net of tax 53,649 7,892 28,303 Attributable to: Owners of the parent 53,868 7,895 28,317 Non-controlling interest (219) (3) (14) 53,649 7,892 28,303

Items in the statement above are disclosed net of tax.

F-40

MOY PARK HOLDINGS (EUROPE) LIMITED COMBINED BALANCE SHEET As at 31 December 2011, 2012 and 2013 Note 2011 2012 2013

£’000 £’000 £’000

Assets Non-current assets Intangible assets 11 212,060 208,919 205,621 Property, plant and equipment 12 252,090 259,765 269,616 Investments 13 100 100 - Total non-current assets 464,250 468,784 475,237

Current assets Biological assets 14 38,156 40,499 44,843 Inventory 15 63,982 67,117 64,298 Trade and other receivables 16 91,339 95,159 112,702 Cash and cash equivalents 17 52,896 62,250 60,343 Total current assets 246,373 265,025 282,186 Total assets 710,623 733,809 757,423

F-41

MOY PARK HOLDINGS (EUROPE) LIMITED COMBINED BALANCE SHEET (continued) As at 31 December 2011, 2012 and 2013

Note 2011 2012 2013

£’000 £’000 £’000

Invested capital 22 229,340 370,365 399,731

Liabilities Non-current liabilities Loans and borrowings 19 130,851 32,665 31,373 Trade and other payables 18 1,712 1,975 1,715 Capital grants 20 6,571 6,386 5,972 Deferred tax liabilities 21 66,274 63,586 54,836 Total non-current liabilities 205,408 104,612 93,896

Current liabilities Loans and borrowings 19 26,682 43,242 46,149 Trade and other payables 18 249,193 215,590 217,647 Total current liabilities 275,875 258,832 263,796

Total liabilities 481,283 363,444 357,692

Total invested capital and liabilities 710,623 733,809 757,423

F-42

MOY PARK HOLDINGS (EUROPE) LIMITED COMBINED CASH FLOW STATEMENT For the years ended 31 December 2011, 2012 and 2013

Note 2011 2012 2013

Cash flows from operating activities £’000 £’000 £’000 Profit before taxation 41,236 13,824 27,947 Adjustments for: Depreciation 12 27,271 27,536 29,164 Amortisation of intangible assets 11 3,285 3,305 3,298 Amortisation of biological assets 14 23,703 24,596 27,179 Amortisation of capital grants 20 (667) (770) (787) Release of contingent consideration (47,035) - - Net finance costs 6,081 5,139 3,699 Loss on disposal of assets 770 79 429 54,644 73,709 90,929 Changes in working capital: Movement in inventory (14,423) (5,289) 2,453 Movement in trade and other receivables 26,190 (4,467) (16,348) Movement in trade and other payables 5,647 14,808 2,810

Cash generated from operations 72,058 78,761 79,844 Interest received 400 416 467 Interest paid (6,481) (5,555) (4,166) Income tax paid (4,482) (794) (11,189) Net cash inflow from operating activities 61,495 72,828 64,956

Cash flows from investing activities Purchase of property, plant and equipment 12 (35,242) (35,570) (38,335) Receipt of capital grants 20 1,219 585 373 Purchase of intangible assets 11 - (164) - Purchase of biological bearer assets (25,170) (25,278) (30,649) Net cash outflow from investing activities (59,193) (60,427) (68,611)

Cash flows from financing activities Cash inflow from lease financing of fixed assets 20,246 5,267 7,957 Capital element of finance lease repayments (10,497) (9,661) (7,490) Capital element of group loan receivables (5,164) (118) (393) Capital element of group loans liabilities 7,113 (11,906) (450) Capital element of other loans movements (2,791) 12,596 998 Movements re distribution companies (5,656) 785 1,063 Net cash inflow/(outflow) from financing activities 3,251 (3,037) 1,685

Net increase/(decrease) in cash and cash equivalents 5,553 9,364 (1,970)

Cash and cash equivalents at 1 January 47,414 52,896 62,250 Movement in cash due to foreign exchange (71) (10) 63

Cash and cash equivalents at 31 December 17 52,896 62,250 60,343

F-43

MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

1. GENERAL INFORMATION Moy Park Holdings Europe Limited (the ‘Company’) is a company incorporated and domiciled in the UK. The address of the registered office is: 39 Seagoe Industrial Estate, Craigavon, Co Armagh, BT63 5QE. The Company is the holding company of Moy Park Limited and its subsidiaries (collectively, the “Group”), whose principal activity is focused on the integrated poultry production providing fresh, high quality locally farmed poultry and complementary convenience food products and brands throughout UK, Ireland and Europe.

The group (the “Combined Group”) on which this combined historical financial information (the "Combined HFI") has been prepared was formed as set out below. The entities included in the Combined Group are set out below:

Proportion of Proportion of ordinary ordinary Country of shares held shares held Nature of business incorporation by parent by the Group Subsidiary % % Moy Park Ltd Value added poultry processing UK 100 100 Moy Park France Holding SAS Holding company France 100 100 Moy Park France SAS Value added poultry processing France 100 100 Dungannon Proteins Ltd Processing poultry by-products UK 100 100 O’Kane Blue Rose (Newco 1) Ltd Holding company UK 100 100 O’Kane Poultry Ltd Value added poultry processing UK 100 100 Kitchen Range Foods Ltd Trading and production of sweet, UK 100 100 savoury and deep frozen snacks Bakewell Foods Ltd Holding company UK 100 100 Albert van Zoonen B.V. Manufacture of frozen foods Holland 100 100 Rose Energy Ltd Biomass energy UK 67 67

McKey Holdco SARL Holding company France 100 100 McKey Food Service SARL Value added meat processing France 100 100 Keystone Manufacturing Ireland Ltd Value added meat processing Ireland 100 100

In November 2008, Marfrig Alimentos SA purchased 100% of Moy Park Limited and its subsidiaries using a UK registered holding company, Moy Park Holdings Europe Limited ("MPHE"). Acqusition accounting was recorded in MPHE for this transaction.

On 1 April 2014, 100% holdings in McKey Holdco SARL, McKey Food Service SARL and Keystone Manufacturing Ireland Limited were transferred to Moy Park Limited. Subsequently McKey Holdco SARL and McKey Food Service SARL were transferred to Moy Park France Holdings SAS. The results and assets of these entities have been included within this Combined Historical Financial Information with the exception of transactions and balances within McKey HoldCo SARL relating to a distribution business which it disposed of during 2012 which have all been excluded from the Combined HFI.

Within McKey Holdco, the Company disposed of its 100% interest in LR Services SARL and KL Services SARL (the “Distribution Companies”). As these companies do not form part of the Combined Group the results and assets of these entities have been excluded from the Combined HFI throughout the three years ended 31 December 2013. In addition, profits arising on the disposal of these companies have been carved out of the results of McKey Hold Co SARL.

F-44

MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (a) Basis of preparation This historical financial information (“HFI”) presents the financial track record of the Group for the three years ended 31 December 2013.

The Combined Group has not comprised a separate legal entity or group of entities for the years ended 31 December 2013, 2012 and 2011 (the “Track Record Period”). The HFI, which has been prepared specifically for the purpose of this debt offering, is therefore prepared on a basis that combines the results, assets and liabilities of the Combined Group by applying the principles underlying the consolidation procedures of IFRS 10 ‘Consolidated Financial Statements’ (“IFRS 10”) for each of the three years ended 31 December 2013, 2012 and 2011 and as at these dates. On such basis, the HFI sets out the combined balance sheet as at 31 December 2013, 2012 and 2011 and the results of operations and cash flows for the three years then ended.

The HFI has been prepared in accordance with the requirements of the Prospectus Directive Regulation, the Listing Rules, and in accordance with this basis of preparation. This basis of preparation describes how the HFI has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, the Companies Act 2006 that applies to companies reporting under IFRS and IFRIC interpretations (together “IFRS”). References to “IFRS” hereafter should be construed as references to IFRS as adopted by the EU.

IFRS does not provide for the preparation of combined financial information, or for the specific accounting treatment set out below, and accordingly in preparing the HFI certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 “Standards for Investment Reporting applicable to public reporting engagements on historical financial information” issued by the UK Auditing Practices Board have been applied.

All of the subsidiary undertakings of Moy Park Holdings (Europe) Limited were acquired in November 2008 and have been included in the Combined HFI using the acquisition method of accounting. Under the acquisition method of accounting the assets and liabilities of those undertakings have been included at their fair values. McKey Holdco SARL, McKey Food Service SARL and Keystone Manufacturing Ireland Limited were acquired after the balance sheet date a subsidiary undertaking of Moy Park Holdings (Europe) Limited. The assets and liabilities of these entities have been included in the Combined HFI at their book values.

The Group’s deemed transition date to IFRS is 1 January 2011. The principles and requirements for first time adoption of IFRS are set out in IFRS 1. IFRS 1 allows certain exemptions in the application of particular standards to prior periods in order to assist companies with the transition process. The Group has not applied any of the optional exemptions under IFRS 1, other than Cumulative Translation Differences. No UK GAAP information for the Combined Group has previously been publicly available and consequently no reconciliations to such information have been presented.

This combined historical financial information is prepared in accordance with IFRS under the historical cost convention, as modified for the revaluation of consumable biological assets and certain non-current assets. The historical financial information is presented in thousands of pounds sterling (“£”) except when otherwise indicated.

Critical accounting judgements and estimates made by the company are disclosed in note 3.

Transactions eliminated on combination

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the combined financial information. Gains arising from transactions with jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. Losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.

Other than the elimination of transactions upon combination and the carve out of the entries relating to the disposal of the distribution businesses in 2012, no carve-out adjustments have been made to the Combined HFI.

F-45

MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (continued) (a) Basis of preparation (continued) As the financial information has been prepared on a combined basis, it is not possible to measure earnings per share.

Loans from the parent group have been treated as borrowings with the exception of borrowings which were converted to equity during the period which have been recorded within invested capital from the date of conversion onwards.

The principal accounting policies adopted in the preparation of the combined financial information are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

(b) Going concern This historical financial information relating to the Group has been prepared on the going concern basis.

After making appropriate enquiries and having prepared and reviewed cash flow forecasts which take into account reasonably possible changes in trading performance, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and for at least one year from the date of this Historical Financial Information. For these reasons they continue to adopt the going concern basis in preparing the group’s Historical Financial Information.

(c) New standards, amendments and interpretations Standards, amendments and interpretations effective and adopted by the Group: IFRSs expected to be applicable, in so far as this is currently known, to the first annual financial statements of the Group, which will be for the year ended 31 December 2014, have been applied. The accounting policies adopted in the presentation of the combined historical financial information reflect the adoption of the following new standards as of 1 January 2014:

IAS 1 (amendment), 'Financial statement presentation' (effective 1 July 2013). This amendment changes the disclosure of items presented in other comprehensive income (OCI) in the statement of comprehensive income. The amendment does not have a material impact on the Combined financial information.

IFRS 13 'Fair value measurement' (effective 1 January 2013). This standard aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The standard did not have a material impact on the Combined financial information.

IFRS 10 'Consolidated financial statements' (effective 1 January 2014). This standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the combined financial statements. The standard provides additional guidance to assist in determining control where this is difficult to assess. This new standard did not have a material impact on the consolidation of subsidiaries.

Standards, amendments and interpretations which are not effective or early adopted by the Group:

IFRS 9 'Financial instruments', on 'Classification and measurement' (effective 1 January 2015). This is the first part of a new standard on classification and measurement of financial assets that will replace IAS 39. IFRS 9 has two measurement categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument is at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss. Amortised cost accounting will also be applicable for most financial liabilities, with bifurcation of embedded derivatives. The main change is that in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Group is yet to assess the impact of IFRS 9 on its combined financial information.

F-46

MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (continued) (d) Foreign currency translation

The functional currency of the Company is pounds sterling because that is the currency of the primary economic environment in which the Group operates. The Group’s presentation currency is pounds sterling.

Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within ‘finance income or costs’. All other foreign exchange gains and losses are presented in the income statement within ‘other operating income/costs’.

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

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; • income and expenses for each income statement presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and • all resulting exchange differences are recognised in other comprehensive income.

The following exchange rates were applied for £1 at 31 December: 2011 2012 2013

United States dollar 1.5539 1.6134 1.6529 Euro 1.1950 1.2219 1.1973

(e) Property, plant and equipment Owned assets Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement.

Leased assets Leases under which the Group assumes substantially all the risks and rewards of ownership of an asset are classified as finance leases. Property, plant and equipment acquired under finance leases is recorded at fair value or, if lower, the present value of minimum lease payments at inception of the lease, less depreciation and any impairment.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in the other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment under finance leases is depreciated over the shorter of the useful life of the asset and lease term.

F-47

MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (continued) (e) Property, plant and equipment (continued) Depreciation Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term. Freehold land is not depreciated. The estimated useful lives are as follows:

● Buildings – 20 to 50 years ● Plant and Machinery – 4 to 15 years ● Fixture, fittings, tools and equipment – 3 to 25 years

The residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

(f) Intangible assets

Intangible assets comprise goodwill, certain acquired separable corporate brand names and acquired customer relationships. Goodwill represents the excess of fair value attributed to investments in businesses or subsidiary undertakings over the fair value of the underlying net assets, including intangible assets, at the date of their acquisition.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the net present value of future cash flows derived from the underlying assets using a projection period of up to five years for each cash-generating unit. After the projection period a steady growth rate representing an appropriate long-term growth rate for the industry is applied. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Certain corporate brands of the Group are considered to have an indefinite economic life because of the nature of the corporate brand names, their proven ability to maintain market leadership and profitable operations over long periods of time and the Group’s commitment to develop and enhance their value. The carrying value of these intangible assets is reviewed at least annually for impairment and adjusted to the recoverable amount if required.

Amortisation Amortisation is charged to profit or loss on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Customer relationships are being amortised between 5 and 16 years. The majority of trade names are considered to have an indefinite useful life while the remaining trade names have a 16 year life.

(g) Impairment of non-financial assets Assets not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

F-48

MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (continued)

(h) Financial assets Classification The Group classifies its financial assets as loans and receivables. Management determines the classification of its financial assets at initial recognition.

Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that arise principally through the provision of services to customers. They are initially recognised at fair value, and are subsequently stated at amortised cost using the effective interest method. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. Loans and receivables comprise mainly cash and cash equivalents and trade and other receivables.

Impairment of financial assets Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within other operating costs in the income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

(i) Inventory Inventories are stated at the lower of cost (which for biological assets transferred to inventory is fair value at the date of transfer) and net realisable value. Cost is determined on the first in first out basis. Cost comprises material costs, direct wages and other direct production costs together with a proportion of production overheads relevant to the stage of completion of work in progress and finished goods and excludes borrowing costs. Net realisable value represents the estimated selling price less costs to completion and appropriate selling and distribution costs. Provision is made, where necessary, for slow moving, obsolete and defective inventories.

(j) Biological assets Biological assets are comprised of live poultry which are categorised as either bearer (breeding bird) assets or consumable assets (broilers and hatching eggs).

Biological assets are recognised in the financial statements as follows:

• Consumable assets are measured at fair value less costs to sell and are transferred to processing plant inventory at fair value less costs to sell;

• Due to the short formation period of poultry the group believes that the fair value of bearer assets is substantially represented by its formation cost. Bearer assets are capitalised at formation cost at the beginning of their productive cycle (formation cost includes the purchase cost of day old chick, feeding costs, labour costs and veterinary costs) and are amortised based on laying profile, over the anticipated productive cycle to its estimated realisable values. Consequently the fair value of the asset is materially equivalent to amortised cost throughout the life of the asset;

• Costs incurred in respect of bearer assets subsequent to the beginning of their productive cycle are expensed in the income statement;

• Changes in fair value of consumable assets and amortisation of bearer assets are recognised in the income statement within cost of sales; and

• The formation cost of the group’s bearer assets is included as a cash outflow in investing activities as these bearer assets are used to produce the consumable assets that the group uses in its manufacturing process.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (continued)

(j) Biological assets (continued) In measuring the fair value of poultry, various management estimates and judgements are required:

• Estimates and judgements in determining the fair value of poultry relate to market prices, average lifecycle growth and laying profile; and • Market prices for poultry are based on the group’s knowledge of a limited market for poultry transactions at various points of the consumable and bearer assets’ lifecycle.

(k) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

Bank factored receivables in which full recourse lies with the lender are recognised as a liability and included within current liabilities, loans and borrowings while the related receivables continue to be reported separately in trade and other receivables until the related account balances are collected.

(l) Trade and other receivables Bank factored receivables in which the lender has no recourse are derecognised when the rights to receive cash flows from those receivables have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership.

(m) Trade and other payables Trade and other payables are initially stated at fair value and subsequently measured at amortised cost.

(n) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

(o) 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, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material and 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, when appropriate, the risks specific to the liability. The increase in the provision due to passage of time is recognised in finance costs.

(p) Revenue Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the group’s activities, as described below. The group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Revenue is recognised at the point that the risks and rewards of the inventory have passed to the customer, which is either at the point of dispatch or on delivery of the products. This varies from customer to customer according to the terms of sale.

(q) Leases The costs associated with operating leases are taken to the income statement on a straight line basis over the period of the lease. Where the company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a “finance lease”, the accounting policy for which is disclosed in (e).

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (continued)

(r) Net finance costs Finance costs Finance costs comprise interest payable on borrowings and direct issue costs.

Finance income Finance income comprises interest receivable on funds invested. Interest income is recognised in profit or loss as it accrues using the effective interest method.

(s) Income tax Income tax for the years presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of other assets or liabilities that affect neither accounting nor taxable profit; nor differences relating to investments in subsidiaries to the extent that they are unlikely to reverse in the foreseeable future. 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 substantially 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.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability 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.

Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.

(t) Segment reporting Operating segments are reported in a manner consistent with the internal reporting to the Board of Directors which has been identified as the chief operating decision maker.

(u) Employee benefits: Pension obligations The group operates a defined contribution plan. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense over the period of employee service. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

2. ACCOUNTING POLICIES (continued)

(v) Capital grants

Capital grants are recognised at their fair value where there is a reasonable assurance that the grant will comply with all attached conditions.

Grants relating to property, plant and equipment are included in non-current liabilities as deferred capital grants and are credited to the income statement on a straight line basis over the expected lives of the related assets.

(w) Dividend distribution

Dividend distribution to the company’s shareholders is recognised as a liability in the group’s financial statements in the period in which the dividends are approved by the company’s shareholders.

(x) Exceptional items

Exceptional items are those items that are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the group.

(y) Fair value estimation

Fair values are estimated based on the fair value hierarchy of IFRS 13 which defines the different levels of fair value as follows: • Quoted prices 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 or indirectly (level 2). • Inputs for the asset or liability that are not based on observable market data (level 3).

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of the Group’s combined financial information under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The Directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the combined financial information:

Depreciation and amortisation of intangible and tangible fixed assets

Tangible and intangible fixed assets, except for goodwill and trade names with indefinite lives, are depreciated or amortised at historical cost using a straight-line method based on the estimated useful life, taking into account any residual value. The asset’s residual value and useful life are based on the directors’ best estimates and are reviewed, and adjusted if required, at each balance sheet date. If the estimate of useful lives was adjusted by +/- one year with all other variables held constant, the depreciation/amortisation charge would have been £1.9m/£2.2m lower/higher than the charge recognised in the income statement (2012: £1.9m/£2.3m, 2011: £1.8m/£2.1m).

Useful life of intangible assets and impairment

Corporate brand names and customer relationships acquired as part of acquisitions of businesses are capitalised separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group. Certain corporate brands of the Group are considered to have an indefinite economic life because of the nature of the corporate brand names, their proven ability to maintain market leadership and profitable operations over long periods of time and the Group’s commitment to develop and enhance their value. The carrying value of these intangible assets is reviewed at least annually for impairment and adjusted to the recoverable amount if required.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES (continued) Useful life of intangible assets and impairment (continued)

The group annually tests whether goodwill and intangible assets with indefinite useful lives have suffered any impairment. In testing for potential impairment, the directors must make significant judgements and estimates to determine whether the recoverable amount is less than the carrying value. The recoverable amount is the higher of the fair value less cost to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the asset-specific risks. Determining cash flows requires the use of judgements and estimates that have been included in the group’s strategic plans and long-term forecasts. The data necessary for the execution of the impairment tests are based on the directors’ estimates of future cash flows, which require estimating revenue growth rates and profit margins.

4. SEGMENTAL REPORTING Management has determined the operating segments based on the operating reports reviewed by the Board of directors that are used to assess both performance and strategic decisions. Management has identified that the Board of directors is the chief operating decision maker in accordance with the requirements of IFRS 8 ‘Operating segments’.

The Board of directors considers the business to be split into two main types of business generating revenue and operating profit namely UK & Ireland and Europe.

The Board of directors assesses the performance of the segments based on EBITDA and revenue.

All segment revenue and EBITDA are attributable to the principal activity of the group being integrated poultry production providing fresh, high quality locally farmed poultry and convenience food products and brands throughout UK, Ireland and Europe.

Revenue from external customers, EBITDA and operating profit is measured in a manner consistent with the income statement.

*EBITDA is defined as earnings before finance costs, income tax, depreciation and amortisation and therefore adds back the amortisation arising on the group’s bearer biological assets. Management uses this measure internally as bird amortisation relates to the cost of bearer assets which are used to produce the broiler assets which are used in the groups’ manufacturing process.

2011 Segment Exceptional

UK& Ireland Europe total items Total £’000 £’000 £’000 £’000 £’000

Revenue Total revenue from external customers 939,026 328,218 1,267,244 - 1,267,244

EBITDA * 50,446 4,095 54,541 47,035 101,576 Amortisation of bearer assets (23,703) - (23,703) - (23,703) Other depreciation and amortisation (24,731) (5,825) (30,556) - (30,556) Operating profit/(loss) 2,012 (1,730) 282 47,035 47,317

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

4. SEGMENTAL REPORTING (continued)

2012 UK& Segment Exceptional

Ireland Europe total items Total £’000 £’000 £’000 £’000 £’000

Income Total income from external customers 964,379 318,075 1,282,454 - 1,282,454

EBITDA* 72,366 2,081 74,447 (47) 74,400 Amortisation of bearer assets (24,596) - (24,596) - (24,596) Other depreciation and amortisation (24,840) (6,001) (30,841) - (30,841) Operating profit/(loss) 22,930 (3,920) 19,010 (47) 18,963

2013 UK& Segment Exceptional

Ireland Europe total items Total £’000 £’000 £’000 £’000 £’000

Income Total income from external customers 1,049,887 344,469 1,394,356 1,394,356

EBITDA* 86,336 9,282 95,618 (4,331) 91,287 Amortisation of bearer assets (27,179) - (27,179) - (27,179) Other depreciation and amortisation (24,154) (7,926) (32,080) (382) (32,462) Operating profit/(loss) 35,003 1,356 36,359 (4,713) 31,646

The group is domiciled in the UK. The result of its revenue from external customers in the UK is £1,025.6m (2012: £907.3m, 2011: £872m) and the total revenue from other countries is £368.7m (2012: £375.1m, 2011: £395.2m).

Revenues of approximately £295.7m, £255.7m, £158.2m and £135.7m (2012: £280.5m, £234.8m, £139.8m and £105.6m; 2011:£297.9m, £242m, £128.6m and £99.7m) were derived from individual customers.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

5. EMPLOYEES AND DIRECTORS (a) Staff costs for the Group during the year: 2011 2012 2013

£’000 £’000 £’000 Wages and salaries 175,474 180,159 188,267 Defined contribution pension cost (note 5 (d)) 4,946 4,953 5,674 Employer’s national insurance contributions and similar taxes 23,119 23,028 23,606

203,539 208,140 217,547

Average monthly number of people (including Executive Directors) employed:

2011 2012 2013

By reportable segment UK & Ireland 8,021 7,866 7,878 Europe 993 1,006 1,022

9,014 8,872 8,900

(b) Directors’ emoluments

No emoluments were paid by the company to directors during 2013, 2012 or 2011.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, both directly and indirectly.

The following table details the aggregate compensation paid in respect of the members of key management 2011 2012 2013

£’000 £’000 £’000

Wages and salaries 2,386 1,866 2,924 Short-term non-monetary benefits 107 83 73 Post-employment benefits 63 95 107 Sums paid to third parties for management services 17 60 139

2,573 2,104 3,243

There are no defined benefit schemes for key management. Pension costs under defined contribution schemes are included in the post-employment benefits disclosed above.

(d) Retirement benefits

The Group offers membership of one of the Group’s Pension Schemes to eligible employees. The schemes are all defined contribution schemes and the pensions cost in the year was £5.7m (2012: £4.9m; 2011: £4.9m).

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

6. EXPENSES BY NATURE 2011 2012 2013

£’000 £’000 £’000 Raw materials and consumables used 799,706 796,076 851,411 Other costs of sales 132,760 128,893 148,349 Employee costs 203,539 208,140 217,547 Depreciation and amortisation 54,259 55,437 59,641 Transportation expenses 27,532 26,870 31,071 Advertising costs 5,787 6,779 5,903 Other selling expenses 17,120 19,059 21,051 Operating lease payments 11,165 10,821 12,037 Exceptional items (47,035) 47 4,331 Other expenses 15,094 11,369 11,369 1,219,927 1,263,491 1,362,710

Other costs of sales include directly related production overheads. Total exceptional items in 2013 were £4.7m including £0.4m of asset impairment which is included in depreciation and amortisation above.

7. FINANCE COSTS

2011 2012 2013

£’000 £’000 £’000

Interest costs: Interest payable on borrowings 1,658 1,906 2,136 Interest arising from finance leases 1,129 1,069 825 Interest payable on group loans 3,643 2,566 1,194 Other finance costs 51 14 11

Finance costs 6,481 5,555 4,166

8. FINANCE INCOME 2011 2012 2013

£’000 £’000 £’000

Interest income 400 416 467

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

9. AUDITOR REMUNERATION During the year the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditors at costs as detailed below: 2011 2012 2013

£’000 £’000 £’000

Fees payable to Company’s auditor and its associates for the audit 333 303 277 of combined financial statements (including audit of subsidiaries) Fees payable to Company’s auditor and its associates for other services: – Non-audit services 82 11 28 – Tax advisory services 58 47 21

473 361 326

10. TAXATION 2011 2012 2013 Analysis of credit in year

£’000 £’000 £’000 Current tax on profits for the year (1) 8,158 8,979 Adjustments in respect of prior years 355 (9) (419) Total current tax 354 8,149 8,560 Origination and reversal of temporary differences (635) (2,741) (1,164) Impact of change in tax rate (12,599) 6 (7,515) Adjustments in respect of prior years 79 (7) (71) Total deferred tax (note 21) (13,155) (2,742) (8,750) Income tax (credit)/charge (12,801) 5,407 (190)

The tax charge for the year differs from the standard rate of corporation tax in the UK 23.25% (2012: 24.5%, 2011: 26.5%). The differences are explained below:

2011 2012 2013

£’000 £’000 £’000

Profit before tax 41,236 13,824 27,947 Profit multiplied by the rate of corporation tax in the UK of 23.25% (2012: 24.5%, 2011: 26.5%) 10,928 3,387 6,498 Effects of: Other (income)/expenses not taxable/deductible (11,604) 1,196 686 Excess/(deficit) of depreciation over capital allowances (639) (1,629) (385) French social contributions, imports etc (18) 338 (139) Other timing differences (417) 54 422 Group relief and losses utilised 158 (1) (348) Losses of foreign subsidiary 991 1,403 542 Adjustments in respect of prior years 434 (16) (490) Impact of change in tax rate and differing tax rates (12,634) 675 (6,976) Income tax (credit)/charge (12,801) 5,407 (190)

In addition to the changes in rates of Corporation tax disclosed above a further change to the UK Corporation tax system was announced in the March 2013 UK Budget Statement. A reduction to the main rate is proposed to reduce the rate by 1% per annum to 20% by 1 April 2015. This further change had been substantively enacted at the balance sheet date and, therefore, has been used in calculating the group’s deferred tax liability in this Historical Financial Information.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

11. INTANGIBLE ASSETS

2011 Customer Trade name relationships Goodwill Total £’000 £’000 £’000 £’000 Cost At 1 January 168,677 33,082 19,075 220,834 Additions - - - - At 31 December 168,677 33,082 19,075 220,834 Accumulated amortisation At 1 January 26 5,463 - 5,489 Charge for the year 62 3,223 - 3,285 At 31 December 88 8,686 - 8,774 Net book amount At 31 December 168,589 24,396 19,075 212,060

2012 Customer Trade name relationships Goodwill Total £’000 £’000 £’000 £’000 Cost At 1 January 168,677 33,082 19,075 220,834 Additions - 164 - 164 At 31 December 168,677 33,246 19,075 220,998 Accumulated amortisation At 1 January 88 8,686 - 8,774 Charge for the year 62 3,243 - 3,305 At 31 December 150 11,929 - 12,079 Net book amount At 31 December 168,527 21,317 19,075 208,919

2013 Customer Trade name relationships Goodwill Total £’000 £’000 £’000 £’000 Cost At 1 January 168,677 33,246 19,075 220,998 Additions - - - - At 31 December 168,677 33,246 19,075 220,998 Accumulated amortisation At 1 January 150 11,929 - 12,079 Charge for the year 62 3,236 - 3,298 At 31 December 212 15,165 - 15,377 Net book amount At 31 December 168,465 18,081 19,075 205,621

All amortisation charges have been treated as an expense in the income statement.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

11. INTANGIBLE ASSETS (continued)

Management reviews the business performance based on operating segments identified as UK & Ireland and Europe. Goodwill and other intangible assets with indefinite useful lives are monitored by management at operating segment level. All goodwill and intangible assets are within the UK & Ireland segment.

The recoverable amount of all CGUs has been determined based on value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are extrapolated using the estimated growth rates stated below. The growth rate does not exceed the long term average growth rate for the poultry business in which the CGU operates.

The key assumptions used for value in use calculations were as follows:

2011 2012 2013

£’000 £’000 £’000 UK & Ireland Compound revenue growth 7.0% 6.9% 5.2% Gross margin 8.2% 9.8% 10.8% Long term growth rate 3.0% 3.0% 3.0% Discount rate 8.1% 8.1% 9.2%

Management determined budgeted gross margin based on past performance and its expectations of market development. The growth rates used are consistent with the forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks relating to the relevant operating segments. Management have considered the sensitivity of these assumptions and consider that no reasonable changes in the assumptions would lead to an impairment of the intangible assets.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

12. PROPERTY, PLANT AND EQUIPMENT

2011 Fixtures, Land and Plant and fittings, tools buildings machinery and equipment Total

£’000 £’000 £’000 £’000

Cost At 1 January 228,894 265,206 25,062 519,162 Additions at cost 10,337 20,350 4,555 35,242 Disposals (797) (1,356) (50) (2,203) Exchange adjustments (995) (1,456) (74) (2,525) At 31 December 237,439 282,744 29,493 549,676

Accumulated depreciation At 1 January 79,924 175,221 18,535 273,680 Charge for the period 9,234 17,031 1,006 27,271 Disposals (183) (1,234) (44) (1,461) Exchange adjustments (796) (1,062) (46) (1,904) At 31 December 88,179 189,956 19,451 297,586 Net book amount At 31 December 149,260 92,788 10,042 252,090

2012 Fixtures, Land and Plant and fittings, tools buildings machinery and equipment Total

£’000 £’000 £’000 £’000

Cost At 1 January 237,439 282,744 29,493 549,676 Additions at cost 10,261 23,551 1,758 35,570 Disposals (160) (6,830) (745) (7,735) Exchange adjustments (906) (978) (42) (1,926) At 31 December 246,634 298,487 30,464 575,585

Accumulated depreciation At 1 January 88,179 189,956 19,451 297,586 Charge for the period 8,879 15,842 2,815 27,536 Disposals (146) (6,767) (744) (7,657) Exchange adjustments (683) (919) (43) (1,645) At 31 December 96,229 198,112 21,479 315,820 Net book amount At 31 December 150,405 100,375 8,985 259,765

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

12. PROPERTY, PLANT AND EQUIPMENT (continued)

2013 Fixtures, Land and Plant and fittings, tools buildings machinery and equipment Total

£’000 £’000 £’000 £’000

Cost At 1 January 246,634 298,487 30,464 575,585 Additions at cost 4,142 28,393 5,800 38,335 Disposals (45) (1,396) (287) (1,728) Exchange adjustments 1,039 1,376 38 2,453 At 31 December 251,770 326,860 36,015 614,645

Accumulated depreciation At 1 January 96,229 198,112 21,479 315,820 Charge for the period 9,172 17,024 2,968 29,164 Disposals (4) (1,108) (287) (1,399) Exchange adjustments 635 775 34 1,444 At 31 December 106,032 214,803 24,194 345,029 Net book amount At 31 December 145,738 112,057 11,821 269,616

Finance lease commitments Included in software and computer equipment are assets held under finance leases and hire purchase agreements with a net book value of £23.8m (2012: £23.8m ; 2011: £27m) and accumulated depreciation of £18.6m (2012: £13.3m ; 2011: £12.2m). 13. INVESTMENTS 2011 2012 2013

£’000 £’000 £’000 Other investments 100 100 -

Principal subsidiary undertakings of the Group

The Company substantially owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its subsidiary undertakings. Principal subsidiary undertakings of the Group at 31 December 2013 are presented below: Proportion of Proportion of ordinary ordinary Country of shares held shares held Nature of business incorporation by parent by the Group Subsidiary % % Moy Park Ltd Value added poultry processing UK 100 100 Moy Park France Holding SAS Holding company France 100 100 Moy Park France SAS Value added poultry processing France 100 100 Dungannon Proteins Ltd Processing poultry by-products UK 100 100 O’Kane Blue Rose (Newco 1) Ltd Holding company UK 100 100 O’Kane Poultry Ltd Value added poultry processing UK 100 100 Kitchen Range Foods Ltd Trading and production of sweet, UK 100 100 savoury and deep frozen snacks Bakewell Foods Ltd Holding company UK 100 100 Albert van Zoonen B.V. Manufacture of frozen foods Holland 100 100 Rose Energy Ltd Biomass energy UK 67 67

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

13. INVESTMENTS (continued) The following companies were acquired by Moy Park Holdings Europe Limited in April 2014 and have been included in the combined historical financial information as explained in note 1. Proportion of Proportion of ordinary ordinary Country of shares held shares held Nature of business incorporation by parent by the Group Subsidiary McKey Holdco SARL Holding company France 100 100 McKey Food Service SARL Value added meat processing France 100 100 Keystone Manufacturing Ireland Ltd Value added meat processing Ireland 100 100

There are no restrictions on the Company’s ability to access or use the assets and settle the liabilities of the Company’s subsidiaries. 14. BIOLOGICAL ASSETS 2011 2012 2013

£’000 £’000 £’000

At 1 January 34,203 38,156 40,499

Increase due to purchases 425,231 427,691 470,595 Consumables transferred to inventory (398,117) (400,558) (439,634) Change in fair value due to biological transformation 40,110 43,287 50,405 Amortisation of bearer assets (23,703) (24,596) (27,179) Sales of biological assets (39,568) (43,481) (49,843) At 31 December 38,156 40,499 44,843

Bearer assets 16,394 17,074 20,545 Consumable assets 21,762 23,425 24,298

38,156 40,499 44,843

At 31 December 2013 the company had 3.0m bearer assets (2012: 2.9m, 2011: 2.8m) and 22.2m consumable assets (2012: 22.2m, 2011 20.5m).

During the year the company processed 226.7m birds (2012: 213.7m, 2011: 209.7m).

The fair value of the group’s bearer assets are determined using level 3 of the fair value hierarchy , whilst the fair value of the group’s consumable assets are determined using level 2 of the fair value hierarchy.

15. INVENTORY 2011 2012 2013

£’000 £’000 £’000

Raw materials 33,150 37,872 31,793 Work in progress 2,532 2,367 1,619 Finished goods 28,300 26,878 30,886 63,982 67,117 64,298

The cost of inventories recognised as expenses and included in cost of sales amounted to £1,039.1m (2012: £957.7m, 2011:£963.1m).

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

16. TRADE AND OTHER RECEIVABLES 2011 2012 2013

£’000 £’000 £’000

Current: Trade receivables - gross 65,270 65,907 75,660 Provision for trade receivables (1,342) (2,123) (2,256) Trade receivables – net 63,928 63,784 73,404 Other receivables 7,280 8,746 9,391 Group loans 10,378 10,496 10,889 Prepayments 9,753 12,133 19,018

Trade and other receivables 91,339 95,159 112,702

Trade and other receivables are held at cost and any fair value difference is not material. Trade and other receivables are considered past due once they have passed their contracted due date. Trade receivables are reviewed for impairment if they are past due beyond 60 days.

The carrying amounts of the group’s trade and other receivables are denominated in the following currencies:

2011 2012 2013

£’000 £’000 £’000

Sterling 51,118 52,835 71,703 Euro 40,186 42,324 40,999 United States dollar 35 - -

91,339 95,159 112,702

Movements on the group provision for impairment of trade receivables are as follows:

2011 2012 2013

£’000 £’000 £’000 At 1 January 892 1,342 2,123 Provision for receivables impairment 678 1,184 231 Receivables written off during the year as uncollectible (223) (399) (88) Exchange movement (5) (4) (10) At 31 December 1,342 2,123 2,256

The creation and release of provision for impaired receivables have been included in ‘sales and distribution costs’ in the income statement. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.

The other classes within trade and other receivables do not contain impaired assets.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above. The group does not hold any collateral as security.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

16. TRADE AND OTHER RECEIVABLES (continued)

At 31 December 2013, trade receivables of £8.4m (2012: £10.6m; 2011: £15.9m) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

2011 2012 2013

£’000 £’000 £’000 Up to 3 months 14,160 9,901 8,119 3 to 6 months 1,063 622 268 Over 6 months 636 76 28 At 31 December 15,859 10,599 8,415

At 31 December 2013, trade receivables of £2.2m (2012: £2.1m; 2011: £1.3m) were impaired. The ageing analysis of these trade receivables is as follows:

2011 2012 2013

£’000 £’000 £’000 Up to 3 months 12 11 9 3 to 6 months 459 182 494 Over 6 months 871 1,930 1,753 At 31 December 1,342 2,123 2,256

17. CASH AND CASH EQUIVALENTS 2011 2012 2013

£’000 £’000 £’000

Cash and cash equivalents Cash at bank and in hand 52,896 62,250 60,343

52,896 62,250 60,343

The following amounts were held in foreign currencies: 2011 2012 2013

£’000 £’000 £’000 United States dollar - 2 1,067 Euro 5,539 3,561 5,289 5,539 3,563 6,356

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

18. TRADE AND OTHER PAYABLES 2011 2012 2013

£’000 £’000 £’000 Trade payables 165,482 176,864 177,981 Other tax and social security payable 7,845 15,168 13,080 Accruals and other payables 77,578 25,533 28,301

250,905 217,565 219,362

Trade and other payables - current 249,193 215,590 217,647 Trade and other payables – non-current 1,712 1,975 1,715

250,905 217,565 219,362

Accruals and other payables in 2011 includes £54m of consideration payable by Moy Park Holdings (Europe) Limited in relation to their acquisition of Moy Park Limited and Kitchen Range Foods Limited.

The fair value of trade and other payables approximates their carrying value due to short maturities.

19. LOANS AND BORROWINGS

2011 2012 2013 £’000 £’000 £’000

Non-current Bank borrowings 4,382 3,736 2,276 Finance lease liabilities 16,765 14,550 14,422 Group loans 109,704 14,379 14,675 130,851 32,665 31,373 Current Bank borrowing 17,964 30,933 33,989 Finance lease liabilities 8,718 6,537 7,133 Group loans - 5,772 5,027 26,682 43,242 46,149

At 31 December 2013 borrowings of £9.7m (2012: £10.2m, 2011: £10.1m) were secured on book debts.

At 31 December 2013 borrowings of £16.6m (2012: £12.2m, 2011: £nil) were secured on assets of £13.9m (2012: £8.95m, 2011: £nil). This security was released in April 2014.

Interest rate profile of interest bearing borrowings

2011 2012 2013 Debt Interest Debt Interest Debt Interest £’000 rate £’000 rate £’000 rate

Non-current borrowings Bank borrowings 4,382 5.5% 3,736 5.2% 2,276 5.0% Finance lease liabilities 16,765 4.2% 14,550 4.0% 14,422 3.9% Group loans 109,704 3.9% 14,379 5.3% 14,675 5.4% 130,851 32,665 31,373

Current borrowings Bank borrowing 17,964 2.7% 30,933 1.5% 33,989 1.4% Finance lease liabilities 8,718 5.1% 6,537 4.2% 7,133 4.0% Group loans 5,772 5.3% 5,027 5.4% 26,682 43,242 46,149

157,533 75,907 77,522

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

19. LOANS AND BORROWINGS (continued)

The carrying amounts and fair value of the non-current borrowings are as follows:

2011 2012 2013 Carrying Carrying Carrying amount Fair Value amount Fair Value amount Fair Value

£’000 £’000 £’000 £’000 £’000 £’000 Bank borrowings 4,382 3,633 3,736 3,291 2,276 2,115 Finance lease liabilities 16,765 15,359 14,550 13,533 14,422 13,447 Group loans 109,704 90,616 14,379 10,017 14,675 10,704 130,851 109,608 32,665 26,841 31,373 26,266

The fair value of current borrowings equals their carrying amount, as the impact of discounting is not significant. The fair values of non-current borrowings are determined using level 3 of the fair value hierarchy and are based on cash flows discounted using a rate based on the borrowing rates noted above.

Borrowings have the following maturity profile: 2011 2012 2013

£’000 £’000 £’000

Less than 1 year 26,682 43,242 46,149 1-5 years 115,935 18,199 16,642 Over 5 years 14,916 14,466 14,731

157,533 75,907 77,522

The carrying amounts of the Group’s borrowings are denominated in the following currencies:

2011 2012 2013

£’000 £’000 £’000

Sterling 112,309 25,882 25,044 Euro 28,069 50,025 52,478 United States dollar 17,155 - -

157,533 75,907 77,522

(a) Bank Borrowings

The group has the following undrawn borrowing facilities

2011 2012 2013

£’000 £’000 £’000

Floating rate: Expiring within one year 1,358 1,659 912 Expiring beyond one year 20,000 20,000 15,000 Fixed rate: Expiring beyond one year 12,684 13,509 14,112

34,042 35,168 30,024

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

19. LOANS AND BORROWINGS (continued)

(b) Finance lease liabilities

Lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default.

2011 2012 2013

£’000 £’000 £’000 Gross finance lease liabilities - minimum lease payments No later than 1 year 9,541 7,278 7,875 Later than 1 year and no later than 5 years 18,275 15,911 15,839 Later than 5 years 272 134 87 28,088 23,323 23,801 Future finance charges on finance lease liabilities 2,605 2,236 2,246 Present value of finance lease liabilities 25,483 21,087 21,555

The present value of finance lease liabilities is as follows:

2011 2012 2013

£’000 £’000 £’000

No later than 1 year 8,718 6,537 7,133 Later than 1 year and no later than 5 years 16,557 14,463 14,365 Later than 5 years 208 87 57

25,483 21,087 21,555

20. CAPITAL GRANTS

2011 2012 2013

£’000 £’000 £’000

Balance at 1 January 6,019 6,571 6,386 Grants claimed in year 1,219 585 373 Released to income statement (667) (770) (787) At 31 December 6,571 6,386 5,972

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

21. DEFERRED TAX

The analysis of the deferred tax liability is as follows:

2011 2012 2013

£’000 £’000 £’000

Deferred tax liabilities: Deferred tax liability to be recovered after more than 12 months 65,218 62,467 53,927 Deferred tax liability to be recovered within 12 months 1,056 1,119 909

Deferred tax liabilities 66,274 63,586 54,836

The movement in deferred tax liabilities during the year is as follows:

Accelerated tax Fair value depreciation gains Total

£’000 £’000 £’000

At 1 January 2011 7,405 72,024 79,429 Charged/(credited) to the income statement 762 (13,917) (13,155) At 31 December 2011 8,167 58,107 66,274

Credited to the income statement (1,686) (1,056) (2,742) Exchange difference 54 - 54 At 31 December 2012 6,535 57,051 63,586

Credited to the income statement (336) (8,414) (8,750) At 31 December 2013 6,199 48,637 54,836

Fair value gains relate to deferred tax liabilities arising on fair value adjustments to non-current tangible and intangible fixed assets.

The company has tax losses of approximately £52.1m (2012: £49.1m; 2011 £46.5m) available for carry forward and offset against future taxable profits arising from the same trade. The company has a potential deferred tax asset of £17.7m (2012: £16.7m; 2011: £15.8m), which has not been recognised in these financial statements as its future recovery is uncertain. This potential deferred tax asset will be recognised when it can be regarded as more likely than not that there will be sufficient taxable profits from which the tax losses can be deducted.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

22. INVESTED CAPITAL

Non- Controlling controlling interest interest Total

£’000 £’000 £’000

At 1 January 2011 181,857 (510) 181,347 Profit for year 54,256 (219) 54,037 Foreign exchange losses (388) - (388) Movements re excluded subsidiaries (5,656) - (5,656) At 31 December 2011 230,069 (729) 229,340

Profit for year 8,420 (3) 8,417 Foreign exchange losses (525) - (525) Conversion of intergroup debt to share capital 132,349 - 132,349 Movements re excluded subsidiaries 784 - 784 At 31 December 2012 371,097 (732) 370,365

Profit for year 28,151 (14) 28,137 Foreign exchange gains 166 - 166 Movements re excluded subsidiaries 1,063 1,063 At 31 December 2013 400,477 (746) 399,731

23. COMMITMENTS AND CONTINGENCIES

(a) Capital commitments

Authorised and contracted future capital expenditure before deduction of available government grants amounted to: 2011 2012 2013

£’000 £’000 £’000

Property, plant and equipment 6,747 6,765 1,763

6,747 6,765 1,763

(b) Operating lease commitments

The Group leases various properties under non-cancellable operating lease agreements. The lease terms are between 1 and 22 years, and the majority of lease agreements are renewable at the end of the lease period at market rate.

The Group also leases various vehicles, plant and equipment under non- cancellable lease agreements.

The lease expenditure charged to the income statement during the year is disclosed in note 6.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

23. COMMITMENTS AND CONTINGENCIES (continued)

The future aggregate minimum lease payments under non-cancellable operating leases as follows:

2011 2012 2013

£’000 £’000 £’000

Within 1 year 7,831 7,806 7,928 Later than 1 year and less than 5 years 22,287 21,264 19,051 After 5 years 21,740 18,690 15,518

51,858 47,760 42,497

24. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Financial risk management The group’s activities expose it to a variety of financial risks that include the effects of changes in market prices, (including foreign exchange, interest rate risk and commodity price risk), credit risk and liquidity risk.

Risk management is carried out by the board of directors. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs.

(a) Market risk

(i) Foreign exchange risk The group operates in the UK, Ireland, France and the Netherlands and is therefore exposed to foreign exchange risk. Foreign exchange risk arises on sales and purchases made in foreign currencies and on recognised assets and liabilities and net investments in foreign operations. The group monitors its exposure to currency fluctuations on an on-going basis. The group uses foreign currency bank accounts to reduce its exposure to foreign currency translation risk. At 31 December 2013 if Sterling had weakened/strengthened by 10% against the Euro and US Dollar with all other variables held constant, post-tax profit for the year would have been £0.4m/£0.3m, (2012: £0.3m/£0.2m) (2011: £0.6m/0.5m) higher/lower, mainly as a result of foreign exchange gains/losses on translation of Euro and US dollar- denominated trade receivables, US dollar-denominated borrowings and profits/losses realised in the European subsidiaries denominated in Euro.

(ii) Interest rate risk The group’s interest rate risk arises from the group's borrowings as disclosed in Note 19. Where possible the group seeks to fix the interest rates that it pays to mitigate the risk of interest rate fluctuations.

(iii) Commodity price risk The group’s commodity price risk results from price fluctuations in the raw materials used to produce feed for its biological asset production operations. In order to minimise this risk, the group has a policy of seeking professional advice from expert commodity traders and this advice is given very careful consideration and acted upon as appropriate.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

24. FINANCIAL INSTRUMENTS – RISK MANAGEMENT (continued)

(b) Credit risk Concentrations of credit risk exist in relation to transactions with major customers however as the majority of these are blue chip companies, the company considers there to be minimal risk of default. The group has policies in place to ensure that sales of goods are made to customers with an appropriate credit history. Cash and cash equivalents are held with reputable institutions. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties. Management believe that no further credit risk provision is required in excess of normal provision for doubtful receivables.

(c) Liquidity risk Cash flow forecasting is performed in the operating entities of the group and aggregated by group finance. Group finance monitors rolling forecasts of the group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the group minimises the risk of breaching borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the group’s debt financing plan and covenant compliance requirements on its borrowings. An analysis of the group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date is provided in note 19.

Financial liabilities have the following undiscounted maturity profile: Between Between Less than 1 year 1 and 3 years 3 and 5 years Over 5 years

£’000 £’000 £’000 £’000 At 31 December 2011 Loans and borrowings 26,682 107,885 8,050 14,916 Trade and other payables 241,348 1,712 - -

268,030 109,597 8,050 14,916

Between Between Less than 1 year 1 and 3 years 3 and 5 years Over 5 years

£’000 £’000 £’000 £’000 At 31 December 2012 Loans and borrowings 43,242 14,077 4,122 14,466 Trade and other payables 200,422 1,975 - -

243,664 16,052 4,122 14,466

Between Between Less than 1 year 1 and 3 years 3 and 5 years Over 5 years

£’000 £’000 £’000 £’000 At 31 December 2013 Loans and borrowings 46,149 13,221 3,421 14,731 Trade and other payables 204,567 1,715 - -

250,716 14,936 3,421 14,731

Capital risk management The aim of the group is to maintain sufficient funds to enable it to safeguard its ability to continue as a going concern and to make suitable investments and incremental acquisitions while providing returns for shareholders with minimal recourse to bankers. Capital risk measures such as gearing ratios are not currently relevant to the group.

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MOY PARK HOLDINGS (EUROPE) LIMITED NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

25. RELATED PARTY TRANSACTIONS Key management compensation is given in note 5. The company’s ultimate parent company is Marfrig Alimentos S.A., a company registered in Brazil. The company’s immediate parent company is Marfrig Holdings Europe BV. Other related party transactions with fellow members of the Marfrig Group are as follows:

Trading transactions Transaction amount Balance owed/(owing)

2011 2012 2013 2011 2012 2013 Related party relationship Transaction type

£’000 £’000 £’000 £’000 £’000 £’000 Group companies Purchases/recharges (15,782) (14,524) (11,456) (809) (454) (1,839) Group companies Loans (6,101) (2,310) (815) (99,326) (9,655) (8,813)

These transactions are trading relationships which are made at market value. The Company has not made any provision for bad or doubtful debts in respect of related party debtors nor has any guarantee been given during 2013, 2012 or 2011 regarding related party transactions.

In 2012, £132m of debt due to the immediate parent company was converted to share capital.

26. EVENTS AFTER THE REPORTING DATE

In April 2014, McKey Hold Co SARL and Keystone Manufacturing Ireland Limited were acquired by the Moy Park Holdings Europe Group.

27. FINANCIAL INSTRUMENTS BY CATEGORY

2011 2012 2013 Loans and Loans and Loans and receivables Total receivables Total receivables Total

£’000 £’000 £’000 £’000 £’000 £’000 Assets as per balance sheet Trade and other receivables excluding prepayments 81,586 81,586 83,026 83,026 93,684 93,684 Cash and cash equivalents 52,896 52,896 62,250 62,250 60,343 60,343 134,482 134,482 145,276 145,276 154,027 154,027

2011 2012 2013 Financial Financial liabilities at Financial liabilities at amortised liabilities at amortised cost Total amortised cost Total cost Total

£’000 £’000 £’000 £’000 £’000 £’000 Liabilities as per balance sheet Loans and borrowings - current 26,682 26,682 43,242 43,242 46,149 46,149 Loans and borrowings – non-current 130,851 130,851 32,665 32,665 31,373 31,373 Trade and other payables excluding non- financial liabilities 243,060 243,060 202,397 202,397 206,282 206,282 400,593 400,593 278,304 278,304 283,804 283,804

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REGISTERED OFFICE OF THE ISSUER

Moy Park (Bondco) Plc 39 Seagoe Industrial Estate Craigavon, Co. Armagh BT63 5QE United Kingdom

LEGAL ADVISERS TO THE ISSUER

as to U.S., New York and English law as to Northern Irish law

Linklaters LLP Elliott Duffy Garrett One Silk Street 34 Upper Queen Street London EC2Y 8HQ Belfast BT1 6FD United Kingdom United Kingdom

LEGAL ADVISERS TO THE INITIAL PURCHASERS

as to U.S. and New York law

Simpson Thacher & Bartlett LLP One Ropemaker Street London EC2Y 9HU United Kingdom

INDEPENDENT AUDITORS

BDO Northern Ireland Chartered Accountants and Registered Auditors Lindsay House, 10 Callender Street Belfast BT1 5BN United Kingdom

TRUSTEE, REGISTRAR, TRANSFER IRISH LISTING AND PAYING AGENT AND PAYING AGENT

The Bank of New York Mellon The Bank of New York Mellon SA/NV, Dublin Branch 101 Barclay Street 7E Hanover Building New York, NY 10286 Windmill Lane Attention: Global Corporate Trust Dublin 2 United States Ireland

PRINCIPAL PAYING AGENT

The Bank of New York Mellon, London Branch One Canada Square Attention: Corporate Trust Administration Moy Park London E14 5AL United Kingdom

LEGAL ADVISERS TO THE TRUSTEE

Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 United States

______Moy Park (Bondco) Plc ______