United Biscuits Luxco Sca Consolidated Financial Statements for the 53 Week Period Ending 3 January 2015

UNITED BISCUITS LUXCO S.C.A. CONSOLIDATED FINANCIAL STATEMENTS FOR THE 53 WEEK PERIOD ENDING 3 JANUARY 2015 LON32072863/12 103993-0039 United Biscuits Luxco S.C.A. 2014 MANAGEMENT REPORT The General Partner presents their strategic report and accounts for the 53 week period ended 3 January 2015. Principal activity, review of the business, future developments and going concern On 3 November 2014 the entire share capital of United Biscuits Luxco S.C.A. (“the Company”) and its subsidiaries (“the Group”) was acquired by Yildiz Holdings AS, a Turkish based company. The Group’s key financial and other performance indicators from operations during the period were as follows: 2014 2013 £m £m Revenue 1,187.0 1,096.1 Adjusted EBITDA 186.1 164.1 (Loss)/profit before tax (35.6) 6.5 Net current assets 61.0 100.6 Shareholder’s equity (70.8) 48.5 Number Number Average number of employees 9,055 7,411 The principal activity of the Group is the manufacture and sale of a range of food products, principally biscuits and savoury snacks. The Group is the leading manufacturer and marketer of biscuits in the United Kingdom and holds a prominent market position in a number of other jurisdictions. Among the Group’s popular core product brands are: McVitie’s Digestives, Jacobs Cream Crackers, Penguin, go ahead!, McVitie’s Jaffa Cakes, BN, Verkade and Delacre. On 4 December 2012, the Group accepted an offer from Intersnack for the sale of the assets comprising its bagged snacks business (“KP Snacks”). The disposal was completed on 25 January 2013. Revenue in 2014 was £1,187.0 million compared with £1,096.1 million in 2013, an increase of £90.9 million, or 8.3%. Revenue comprises sales of platinum brands, drive brands, commercial brands and private label products. Platinum brands are the Group’s most strategic and popular brands which receive priority marketing and innovation support. Drive and commercial brands receive more limited marketing and innovation support. Private label products are sold by multiple retailers under their own brands and are considered non-core to the Group’s business. Adjusted EBITDA is the primary measure by which management measures business performance and is used by management for the purpose of business decision-making and resource allocation. Adjusted EBITDA represents the operating profit or loss from operations before share of results of joint venture, taxes, financing, exceptional items and depreciation and amortisation expense. Adjusted EBITDA for 2014 was £186.1 million compared with £164.1 million in 2013, an increase of £22.0 million, or 14%. This increase is mainly due to the acquisition of A&P Foods in Nigeria and overhead cost reductions. The consolidated financial statements have been prepared on a going concern basis as the directors are satisfied that the Company has adequate financial resources to continue its operations for the foreseeable future. In making this statement, the Company’s directors have reviewed the Company’s budget and available facilities and have made such other enquiries as they considered appropriate. LON32072863/12 103993-0039 Page 2 United Biscuits Luxco S.C.A. 2014 Principal risks and uncertainties The Group has established a Risk Oversight Committee that meets to evaluate key risks to the Group. The Company is exposed to financial risk. This is summarised, together with the actions taken by the Group to mitigate any significant exposures, in Note 16 to the Consolidated Financial Statements. In addition, the Company is subject to a number of significant business risks, which it takes all possible actions to mitigate. The Risk Oversight Committee ensures that mitigation plans are adequately developed and tested. These risks include the following: Substantial leverage and ability to service debt The wider Group, including the parent company, UMV Global Foods Company Limited (“UMV”) which holds the external debt, has a high level of debt which requires it to dedicate a substantial portion of its cash flow from operations to its debt service obligations. Its leveraged status could increase its vulnerability to adverse general economic and industry conditions or to a significant business continuity issue, limit its ability to obtain additional financing for working capital, capital expenditures, acquisitions or other purposes, place it at a disadvantage relative to its competitors that have less debt and limit its flexibility in planning for or reacting to changes in its business or industry. Business strategy implementation The Group’s strategy is to increase its cash flow and profitability by implementing initiatives aimed at achieving cost savings and generating profitable branded growth. If it is unsuccessful at implementing its strategy it may be unable to comply with the financial covenants under the senior facilities agreement, held by UMV. SIGNIFICANT COMPETITION The Group operates in highly competitive markets, and its failure to compete effectively might adversely affect the results of its operations. It competes primarily on the strength of its brands, the quality of its products, product innovation and price. The Group’s ability to compete effectively requires continuous efforts in sales and marketing of its existing products, developing new products and cost rationalisation. Dependence on raw materials The Group’s ability to pass increases in raw materials and energy costs on to its customers could adversely affect the results of its operations. Many of its raw materials and energy costs are volatile and supplies are affected by government policies, the actions of its suppliers, currency movements, political upheavals and acts of God. Consequently, unexpected increases in raw material and energy costs or a material or prolonged supply disruption could adversely affect the results of its operations. CONTINUAL EVOLUTION OF RETAILERS The ongoing evolution of the retail food industry in the United Kingdom and continental Western Europe could adversely affect UB’s operating results. Such evolution involves the consolidation of sales channels, strong bargaining power of the major grocery retailers, intensified price competition among these retailers and the rapid growth of the discount retail channel. SUPPLY AND MANUFACTURING PROCESSES Product quality and safety issues may result in damage to the reputation of the Group’s brands and the termination of agreements or licences to operate one or more of its brands and may affect its relationship with the company’s customers. CHALLENGES TO BRANDS AND INTELLECTUAL PROPERTY RIGHTS Some of the Group’s intellectual property rights could be challenged or lapse. As approximately 88% of its sales are from branded products this could adversely affect the Group’s results. LON32072863/12 103993-0039 Page 3 United Biscuits Luxco S.C.A. 2014 RESTRICTIONS ON OPERATIONS UB’s debt agreements contain significant restrictions limiting its flexibility in operating its business including, among other things, to: borrow money; pay dividends or make other distributions and make asset dispositions. These covenants could materially and adversely affect the Group’s ability to finance its future operations or capital needs or to engage in other business activities that may be in the Group’s best interest. FUNDING DEFINED BENEFIT PENSION SCHEMES UB operate defined benefit pension arrangements in the U.K. that have significant liabilities to current, previous and retired employees. In order to take advantage of the higher returns that equities and certain other investments have historically generated, a proportion of the pension plan funds are invested in such assets. This investment strategy carries the risk that a decline in values could increase the Group’s funding deficit, which may require it to increase its contributions. CHANGES TO TAXATION OR OTHER GOVERNMENT REGULATION Changes in fiscal legislation and regulation in the various jurisdictions in which UB operates may affect the taxes that it pays. In addition, Government bodies in the Group’s markets have been pursuing various initiatives aimed at increasing health and reducing the incidence of diseases that are seen to be linked to diet. The actions that government bodies may take could have an adverse effect on consumer demand for UB products. Additional risks not presently known to the Group, or that management currently deem immaterial, may also impair future business operations. The directors who were members of the board at the time of approving the directors’ report are listed on page 5. FINANCIAL RISK MANAGEMENT OBJECTIVES In the ordinary course of business, the Group is exposed to a variety of financial risks arising from fluctuations in foreign currency exchange rates, interest rates and commodity prices. To manage these risks effectively, the Group enters into hedging transactions and uses derivative financial instruments, under established internal guidelines and policies, to mitigate the adverse effects of these risks. The Group does not enter into financial instruments for trading or speculative purposes. The Treasury Management Committee establishes the Group’s financial risk strategy. The strategy is implemented by a central treasury department (Group Treasury), which identifies, evaluates and hedges financial risks, working closely with the Group’s operating units. The Treasury Management Committee ensures that critical controls exist and are operating correctly within Group Treasury. Written policies, approved by the Treasury Management Committee, provide the framework for the management

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