Amaggi Exportação e Importação Ltda. Financial Statements as of December 31, 2014 Amaggi Exportação e Importação Ltda. Financial statements December 31, 2014 Content Independent auditor’s report 3 Statements of financial position 5 Statement of comprehensive income 6 Statements of changes in equity 7 Statements of cash flows 8 Notes to the financial statements 9 2 KPMG Auditores Independentes Central Tel 55 (16) 2106-6700 Rua Sete de Setembro, 1.950 Fax 55 (16) 2106-6767 13560-180 - São Carlos, SP - Brasil Internet www.kpmg.com.br Caixa Postal 708 13560-970 - São Carlos, SP - Brasil Independent auditor’s report To The Board of directors and quotaholders of Amaggi Exportação e Importação Ltda. Cuiabá - MT We have audited the accompanying individual and consolidated financial statements of Amaggi Exportação e Importação Ltda. (“the Company”), identified as Company and Consolidated, respectively, which comprise the statement of financial position as at December 31, 2014, the statements of profit and loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board – IASB and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on these individual and consolidated financial statements based on our audit. We conducted our audit in accordance with the Brazilian and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the individual and consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the individual and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the individual and consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 3 KPMG Auditores Independentes, uma sociedade simples brasileira e KPMG Auditores Independentes, a Brazilian entity and a member firma-membro da rede KPMG de firmas-membro independentes e firm of the KPMG network of independent member firms affiliated afiliadas à KPMG International Cooperative (“KPMG International”), with KPMG International Cooperative (“KPMG International”), a uma entidade suíça. Swiss entity. Opinion In our opinion, the individual and consolidated financial statements give a true and fair view of the individual and consolidated financial position of the Amaggi Exportação e Importação Ltda. as at December 31, 2014, and of its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board – IASB. KPMG Auditores Independentes CRC 2SP014428/O-6 Claudio José Biason Accountant CRC 1SP144806/O-7 São Carlos, February 27, 2015 4 Amaggi Exportação e Importação Ltda. Statements of financial position December 31, 2014 and 2013 (In thousands of US Dollars) Consolidated Company Consolidated Company Assets Note 2014 2013 2014 2013 Liabilities Note 2014 2013 2014 2013 Cash and cash equivalents 8 312,303 283,354 307,558 255,857 Accounts payable to suppliers 17 149,188 119,943 152,233 108,769 Trade accounts receivable 9 124,264 119,330 109,941 107,886 Loans and financing 18 175,667 291,043 149,476 267,608 Inventories 10 165,354 158,871 161,877 155,274 Advances from customers 19 128,335 126,997 126,837 126,862 Advances to suppliers 12 414,151 442,767 413,812 439,826 Taxes payable 6,964 9,647 1,636 1,213 Recoverable taxes 13 76,962 66,968 51,993 52,622 Salaries and vacation payable 28,929 26,091 23,772 20,561 Securities brokerage operations 26,493 16,411 26,271 16,249 Derivative financial instruments 20 72,099 90,450 66,870 89,791 Derivative financial instruments 20 94,918 148,628 91,981 148,628 Securities brokerage operations 3,911 - 3,911 - Prepaid expenses 8,066 6,141 5,486 3,582 Dividends payable 1,040 561 - - Other credits 4,347 6,190 11,022 11,762 Others accounts payable 2,166 3,008 1,915 2,088 Total current assets 1,226,858 1,248,660 1,179,941 1,191,686 Total current liabilities 568,299 667,740 526,650 616,892 Marketable securities 6,902 3,374 1,353 561 Loans and financing 18 1,024,077 845,240 798,093 628,826 Trade accounts receivable 9 6,285 1,907 6,282 1,904 Advances from customers 19 13,906 - - - Advances to suppliers 12 - - 4,718 5,816 Provision for fiscal, labor and tax risks 22 2,905 1,661 979 874 Recoverable taxes 13 6,926 13,843 290 215 Deferred income and social contribution taxes 11 5,563 25,338 - 6,720 Loans granted 14 27,951 10,766 27,951 33,217 Total non-current liabilities 1,046,451 872,239 799,072 636,420 Prepaid expenses 13,306 4,014 13,296 4,004 Other credits 445 331 155 146 Total liabilities 1,614,750 1,539,979 1,325,722 1,253,312 Deferred income and social contribution taxes 11 33,537 320 32,864 - Biological assets 10,310 8,695 10,310 8,695 Equity Investments 15 67,935 54,931 446,963 367,973 Capital 128,326 123,943 128,326 123,943 Property, plant and equipment 16 927,621 815,597 273,092 216,620 Equity valuation adjustments 29,675 38,140 29,675 38,140 Intangible assets 3,635 1,925 3,315 1,686 Cumulative translation adjustments 15,028 11,497 15,028 11,497 Total non-current assets 1,104,853 915,703 820,589 640,837 Goodwill on capital transactions (584) - (584) - Retained earnings 502,363 405,631 502,363 405,631 Total equity attributable to equity holders of the company 674,808 579,211 674,808 579,211 Non-controlling interest 42,153 45,173 - - Total equity 24 716,961 624,384 674,808 579,211 Total assets 2,331,711 2,164,363 2,000,530 1,832,523 Total equity and liabilities 2,331,711 2,164,363 2,000,530 1,832,523 The notes are an integral part of these consolidated financial statements. 5 Amaggi Exportação e Importação Ltda. Statements of comprehensive income Years ended December 31, 2014 and 2013 (In thousands on US Dollars) Consolidated Company Note 2014 2013 2014 2013 Net revenue 25 3,755,699 3,949,448 3,463,580 3,552,857 Changes in fair value of biological assets - (2,594) - - Cost of goods and services (3,424,669) (3,605,675) (3,229,620) (3,306,138) Gross profit 331,030 341,179 233,960 246,719 Selling expenses 26 (62,715) (69,003) (58,319) (64,377) Administrative expenses 27 (89,724) (95,884) (69,038) (69,951) Net other operating income (expenses) 28 15,644 23,527 18,918 12,838 Equity interest gain (loss) in subsidiaries (328) 3,263 42,481 42,185 Income from operating activities and emplayees' profit sharing 193,907 203,082 168,002 167,414 Financial revenues 113,267 135,698 110,124 135,235 Financial expenses (129,795) (143,651) (112,469) (132,275) Translation gain (loss) (26,096) (60,501) (31,316) (60,126) Net financial income (expenses) 29 (42,624) (68,454) (33,661) (57,166) Net income before income tax and social contribution and employees' profit sharing 151,283 134,628 134,341 110,248 Income tax and social contribution - deferred 45,715 19,648 37,013 19,806 Income tax and social contribution - current (35,325) (51,736) (21,826) (36,901) Net income before emplayees' profit sharing 161,673 102,540 149,528 93,153 Employees' profit sharing (22,700) (19,700) (20,000) (16,500) Net income for the year 138,973 82,840 129,528 76,653 Net income for the year Controlling interests 129,528 76,653 129,528 76,653 Non-controlling interests 9,445 6,187 - - Net income for the year 138,973 82,840 129,528 76,653 The notes are an integral part of these consolidated financial statements. 6 Amaggi Exportação e Importação Ltda. Statements of changes in equity Years ended December 31, 2014 and 2013 (In thousands on US Dollars) Equity Cumulative Goodwill on valuation translation capital Retained Non-controlling Total Capital adjustments adjustments transactions earnings Total interests equity Balances at January 1, 2013 123,943 37,793 10,711 - 332,992 505,439 38,837 544,276 Dividends distribution - - - - (8,880) (8,880) (395) (9,275) Deemed cost realization - (4,684) - - 4,684 - - - Effect of hedge accounting in joint ventures - (583) - - - (583) - (583) Impairment provision of property, plant and equipament - 5,614 - - - 5,614 1,107 6,721 Cumulative translation adjusments - - 786 - 182 968 486 1,454 Capital integralization of minority shareholders on Amaggi Paraguay S.R.L.