Total Produce Annual Report & Accounts 2020 Our Values Total Produce is proud of the diversity and cultural differences apparent throughout our global operations. There are, however, key core values and priorities that are shared across all of our businesses which define who we are and how we do business. Grounded Different We’re Down To Earth. We’re Local at Heart, We’re Honourable. Global by Nature. We’re Nothing Without We Bring Local Our Growers, Our Partners, Expertise. We Deliver Dif Our People, Our Customers fer Global Strength. & Our Consumers. en We Deliver The Best t Of Both Worlds. ded Responsible un ro We’re Accountable; G For Our Performance, Our Quality, Our Collaborative Produce, Our Service. C We Partner. We Listen. o e We Share. We Make l We Are Committed; l l Things Happen. b a To The Environment i We Get Things Done. b And To The s o We Grow Together. Communities In n r o We are... Which We Grow a p t s And Operate. i v e e R e v ti va nno P I as Passionate sio We Care. nat Innovative We Love What We Do. e We’re Imaginative. We Love What We Sell. We’re Flexible. We Embrace Challenges. We’re Resourceful. We Relish Opportunities. We Go The Extra Mile. We Seize The Moment. We Always Find A Way. Our Vision Our vision is to continue to develop our position as one of the world’s leading fresh produce companies whilst delivering long-term stakeholder value. 1 Local at Heart, Global by Nature Total Produce is at the forefront of the global fresh produce industry. Operating primarily across Europe, North America and South America, Total Produce is involved in the growing, sourcing, importing, packaging, marketing and distribution of an extensive selection of fresh fruits, vegetables and flowers – ranging from the familiar to the truly exotic. 38 Number of facilities in North America 93 Number of facilities in Central & South America 10 Number of facilities Financial ↑ in Rest of the world Highlights Adjusted EPS 116 Number of facilities 15.41 cent in Europe +9.1% on prior year ↑ ↑ ↑ Revenue Dividend per Share (Total) Shareholders’ Equity €6,259m 3.6829 €458.6m +1.7% on prior year +5.5% on prior year +1.7% on prior year ↑ ↑ ↑ Adjusted EBITA Adjusted EBITDA Adjusted profit before tax €164.2m €219.4m €116.0m +9.4% on prior year +8.2% on prior year +18.0% on prior year 2 Contents Our Values/Our Vision 1 Financial Statements Where we operate and Financial Highlights 2 Statement of Directors’ Responsibilities 76 Independent Auditor’s Report 77 Strategic Report Group Income Statement 82 An Evolving Business 4 Group Statement of Comprehensive Income 83 Chairman’s Statement 6 Group Balance Sheet 84 Chief Executive Review 10 Group Statement of Changes in Equity 85 Financial Review 14 Group Statement of Cash Flows 87 Strategy & Business Model 22 Group Reconciliation of Net Debt 88 Growth in Numbers 24 Notes to the Group Financial Statements 89 Risks and Risk Management 26 Company Balance Sheet 185 Supply Chain & Product Portfolio 32 Company Statement of Changes in Equity 186 Sustainability 34 Company Statement of Cash Flows 187 Notes to the Company Financial Statements 188 Governance Glossary: Alternative Performance Measures 191 Board of Directors 54 Directors and Other Information 196 Directors' Report 56 Shareholder Information 197 Corporate Governance Report 58 Nomination Committee Report 65 Audit Committee Report 66 Compensation Committee Report 69 Page 22Our Business Model Page Page 32 Our Supply Chain 34 and Product Portfolio Sustainability 3 Total Produce plc Annual Report and Accounts 2020 Over a century and a half of trading, Total Produce STRATEGIC has evolved into the world’s premier fresh produce REPORT provider extending our reach, broadening our offering and — delivering to consumers the cream of the crop from close An Evolving to home and across the globe. Business 30 DECEMBER 2006 The birth of Total Produce plc 2008 2006 1850 2012 2007 Pre- 2006 4 Strategic Report Governance Financial Statements An Evolving Business 2017 2015 2013 2018 2016 2014 160yrs+ Over a century and a half of trading 250 Facilities 5 Total Produce plc Annual Report and Accounts 2020 Chairman's €219.4m Adjusted EBITDA Statement +8.2% on 2019 3.6829 cent Continued growth in 2020 and Total 2020 dividend per share announcement of agreement +5.5% on 2019 to combine with Dole Food Company under a new US listed company ('Dole plc'). 15.41cent Adjusted EPS +9.1% on 2019 6 Strategic Report Governance Financial Statements Chairman's Statement “ The Group delivered a very strong performance in 2020 against the backdrop of the COVID-19 pandemic which has posed unprecedented challenges to the global economy. The health and wellbeing of our people is the Group’s number one priority while at the same time recognising the vital role in continuing to keep the supply chains open and supplying essential foodstuffs." Strong Growth in 2020. Strategic Developments utilise its increased size and network to which will remain post completion. On 17 February 2021, the Group, drive market penetration and cross- Overall, this is expected to provide for Dole Food Company, Inc. (‘Dole’), and selling. Dole plc will benefit from the a stronger balance sheet with a well- affiliates of Castle & Cooke, Inc. (the strength of the Dole brand to further termed out capital structure, which is ‘C&C shareholders’), which own a expand its product offering and pursue expected to enhance Dole plc’s credit 55% interest in Dole’s parent company synergistic M&A in a fragmented and profile and lower its average cost of (‘Dole Holdings’) (together, the structurally growing industry. capital going forward. ‘Parties’), announced that they entered into a binding transaction agreement Dole plc will have a balanced Dole plc, operating under the Dole (the “Agreement”) to combine under geographic presence with an extensive brand, will be incorporated in Ireland, a newly created, U.S. listed company and diversified product portfolio, with its Global Headquarters in (‘Dole plc’) (the ‘Transaction’). enhancing the overall financial Dublin, Ireland. Its headquarters for resilience of the business. the Americas will be in Charlotte, The Group had previously completed North Carolina. the acquisition of a 45% interest in Dole Per the Agreement, Dole plc’s on 31 July 2018 with options to acquire completion of an initial public offering The highly regarded management the remaining 55% in future years. and a listing on a major U.S. stock teams of Total Produce and Dole, exchange is a condition for completion with combined experience of over The Transaction will simplify the of the Transaction (the ‘IPO’). In 150 years in the fresh produce existing structure between the two connection with the Transaction, Dole sector, will continue to operate the companies by unifying Dole and Total plc intends to target raising US$500 combined business. Produce under common ownership, to US$700 million in primary equity with the objective of enabling full capital to strengthen and de-lever The Transaction is subject to approval operational integration, realisation of the combined balance sheet. Upon by Total Produce shareholders, synergies and value creation across completion of the U.S. listing of Dole regulatory approvals, market the enlarged business. Under the plc, Total Produce will cease to be conditions and customary conditions. terms of the Agreement, Total Produce listed on the Euronext Dublin and the Should the Transaction fail to complete shareholders will receive 82.5% of Dole London Stock Exchange. for any reason the terms of the Initial plc shares and the C&C shareholders Dole Transaction remain in place and will receive 17.5% of Dole plc shares, Total Produce has secured fully Total Produce will continue to be listed in each case based on the fully diluted committed debt facilities to backstop on Euronext Dublin and the London outstanding shares immediately prior and refinance all existing Total Stock Exchange. to the completion of the Transaction. Produce and Dole debt facilities upon completion of the Transaction, with the The full terms of the Transaction Dole plc will be well positioned to exception of the Dole vessel financing are outlined in the Stock Exchange deliver attractive long-term growth and and certain other bilateral facilities announcement on 17 February 2021. 7 Total Produce plc Annual Report and Accounts 2020 Summary of Financial Performance our operations. In July we published I join the Board in extending to Frank, The Group delivered a very strong our first group Sustainability Report Jerome and Seamus our sincerest performance in 2020 against the and in November we launched our appreciation for their dedication backdrop of the COVID-19 pandemic first website dedicated exclusively and commitment. Their valuable which has posed unprecedented to all things sustainability (see: www. contributions have added greatly to challenges to the global economy. The totalproduce.com/sustainability). the success of Total Produce. We wish health and wellbeing of our people is them the very best for the future. the Group’s number one priority while Our success, meanwhile, in securing at the same time recognising the vital the Origin Green Gold membership, Brexit and International Trade role in continuing to keep the supply the only fruit company in Ireland to do The UK exited the European Union chains open and supplying essential so, is a testament to the enthusiasm (‘Brexit’) in January 2021 after an 11- foodstuffs. Total revenue grew 1.7% to and energy with which our people have month transition period. It is still too €6,259m, adjusted EBITDA increased embraced the Sustainability agenda. early to assess the long-term by 8.2% to €219.4m with adjusted implications of the UK departure from EBITA increasing 9.4% to €164.2m.