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Refresco Gerber Q4 and FY2015 – presentation & conference call March 10

Corporate Speakers

Hans Roelofs; Refresco Gerber; CEO

Aart Duijzer; Refresco Gerber; CFO Participants

Pieter Zandee; Rabobank; Analyst

Fernand de Boer; DegroofPetercam; Analyst

Richard Withagen; Kepler Cheuvreux; Analyst

Robert Jan Vos; ABN AMRO; Analyst

Karel Zoete; Rabobank; Analyst

Gerard Rijk; SNS Securities; Analyst

Paul Hofman; The Idea; Analyst

Sanjeet Aujla; Credit Suisse; Analyst

Damian McNeela; HSBC; Analyst

PRESENTATION

Hans Roelofs: Good morning, everybody. Good morning to everybody in the room in the Hilton Hotel in Amsterdam, and of course also good morning to everybody in the call. My name is Hans Roelofs, I am the CEO of the Company and together with Aart Duijzer, the CFO, we will take you through the Q4 and full-year results 2015 of Refresco Gerber. Content-wise, firstly I'm going to tell you something about the key indicators in the fourth quarter and the full-year and give you some highlights. I will give you some insight into the volumes and the geographical differences and we will tell you something about the trends in the market. Then Aart Duijzer will take over to take you through the financials in more detail. I will come back in the end with a comprehensive summary of the message of today. And then, of course, Aart and myself will be available for questions and answers. Let me start with the key indicators of the fourth quarter 2015. As indicated in the Q3 call, volumes started slow in the month of October. November was very decent and December was very strong in terms of volume, although volume ended at a comparable level with the fourth quarter of 2014. Revenue is down versus last year. The major difference is explained by EUR24 million, which is missing at holding level which had to do in fact with the transfer of the Waibstadt plant in Germany and we still had some activity going on in 2014.

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The remaining difference, which is relatively small, is explained by the passing on of lower input costs to customers. The gross profit margin per liter amounted to 14.8 euro cents, which was better than we anticipated. And almost in line with a very strong last quarter of 2014. The main reasons for the positive deviation has to do with three major things: one, co-packing is increasing which has a slightly positive effect on our margin. Lower PET prices have been there during the fourth quarter and that helped us a bit on the margin side. And last but not least, also a slight favorable currency impact out of the UK has helped us. Looking at EBITDA, excluding the one-offs, adjusted EBITDA was in the fourth quarter at a level of EUR47.8 million, which is slightly below the EUR48.4 million reported in the fourth quarter of 2014. Q4 delivered a considerably better performance on net profit, as well as for the full-year as for the quarter. Next slide shows you something about the key indicators for the full-year. For the full-year volumes increased by 2.1%, all in all ending up at 6.1 billion liters, meaning that we have slightly outperformed the market in 2015. One of our strategic drivers is to outgrow and to further grow and faster grow co-packing, which is illustrated in an 8.8% growth over the year. So 19.1% of our total volumes comes from Co Packing compared to 17.9% one year ago. Revenue all through the year is slightly below 2014. Two facts playing a role. The major effect is the stopping of the activity at Waibstadt. And again, that had to do with the spin-off of the plant to our competitor Riha Wesergold. And a lowering impact as a result of passing on lower input costs to our customers. The gross margin for the full-year 2015 remained at the same level as in 2014, mainly due to a strong fourth quarter. Actually the fourth quarter was very strong in 2014 as well as in 2015. The adjusted EBITDA for the full-year amounted to EUR216.2 million which is roughly an increase of 3.8% compared to 2014. The big upside is in the adjusted net profit. It ended up at EUR77.8 million versus EUR46.7 million in the year before. Next chart gives you an indication of what happens in the different geographies. Looking into the regions, we’ve been able to grow nicely in France, Iberia, Italy, and Northeastern Europe which actually is a compilation of Poland and Finland.

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Our volume development in the UK is relatively flat. The juice market is slightly in decline in that country, but within that market, we are outperforming. The new Tesco contract, as we already announced, will only kick in during the first quarter of 2016 and is not visible in the fourth quarter yet. In the Benelux and Germany, for the quarter as well as for the full-year, volumes are slightly under pressure. In the Benelux, we already explained that earlier, we’re not with the winning horse which is clearly grabbing the market share. That gives us a slightly negative impact on that business. And in Germany for completely different reasons, we slightly declined our volume. We did not sign up for some of the low margin big volume water contracts which we had in place in 2014 and which we didn’t feel to be attractive in 2015. Our total volume growth is still slightly outperforming the Western European market, something which we always strive for. Next page shows something more about co-packing. Why did we really focus on co-packing and why did we think the further growth of co-packing is so important? Don’t forget, co-packing gives us a slightly better bottom line contribution and certainly a better return on capital employed. It requires less working capital, or even close to zero. It gives us longer term contracts. And last but not least, it gives us better visibility on forecasting the volumes. For the full-year, we have achieved a high single digit growth of 8.8%. Although the last quarter shows a much lower figure, we still expect to keep growing at the same high single digit pace, also in the years to come. The total growth in co-packing is a combination of extending contracts with existing customers as well as having new contracts with new customers. You can also combine that with acquisition opportunities. So thinking about industry facts and trends. Hard discounters. The hard discounter formula is all over Europe, and they are still doing well. Just to mention, the good performance of Aldi & Lidl in the UK versus Tesco, Lidl in the Netherlands, versus all the established retailers, Mercadona in Spain, and Biedronka in Poland, they're all doing well. They're grabbing market share and in the meantime, they all keep investing a lot and expanding a modernization of their formulas. Consolidation keeps going on in the retail and our supply chains. The most recent news is Carrefour taking over Eroski supermarkets in Northern Spain. And earlier this year, we already talked about Ahold merging with Delhaize,

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Ball taking over Rexam, and the consolidation of the Coca-Cola Bottlers into Coca-Cola European partners. Total volume in the sector. The total volume in our sector keeps showing very modest growth. Within the total portfolio, we keep seeing the consumer shift towards water, iced teas and energy drinks. And that slow growth is all over the place. You might see some differences in the different countries, for instance in Poland and Italy, private label is still growing very nicely, while private label growth in the UK and for instance in the Netherlands is moving very slow. Input cost. The input costs started to show some tendency to rise during the third and fourth quarter. Although PET was still going down due to the oil price, raw materials, such as sugar, apple, and orange juice started to give the first signals of price increases. They're not visible yet in the fourth quarter because for that quarter, all our raw materials were already locked in, but they will be visible in 2016. At political level and also in all kinds of consumer platforms, sugar debates start to intensify. The soft drinks industry, of course being part of that debate, is taking all kinds of measures to reduce the calorie content of sugar-based drinks. Retailers, as well as the UNESDA, which is the European platform of soft drinks, make clear statements on the expected calorie reduction in the years to come. Of course we as a company will fully comply with these statements and do reference to contribute to the debate. Highlights for the full-year 2015. 2015 by definition was a special year for Refresco Gerber. By the end of March, we made this step to the stock exchange in Amsterdam. The public listing became a fact. Immediately afterwards, we started to work on the refinancing, which we successfully completed before the end of the first semester. The integration of Gerber Emig, a merger which took place by the end of 2013 ran through its final stages and got completed. As part of our, I would say normal strategy, we kept optimizing our European footprint by closing plants, we closed a plant in Germany and we closed a plant in Italy. We kept installing new capacity especially in aseptic PET in Germany, Poland and France. And we also started up a new CSD activity in the UK, which of course also went hand in hand with the investment. From a strategic perspective, we met two of our important goals: high single digit growth in co-packing and the first step in buy and build after going public which we recently announced with the acquisition of the PepsiCo bottling facility in Hamburg, Germany, not a big acquisition but just a first one which fell out of the pipeline.

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That’s my first part of the story. I would like to hand over to Aart who will take you through the details of the financials. Aart. Aart Duijzer: Thank you, Hans. And also, welcome from my side. Indeed, let us now look at some of the key financials. At the start of the quarter rather than with the full-year, our volume decreased with 0.8% to 1.376 billion liters, you have seen that. And the good volumes in November and December partly offsets the weak start of the quarter in October. For the full-year, the volume increased by 2.1%, which is slightly better than the markets. And if we look at the markets in which we are active, we saw that the market increased with 1.9%. In the quarter, we recorded as a revenue of EUR471 million. This is a 5.5% decrease versus last year. That decrease is completely caused by the absence of sales on holding level to the current owner of the Waibstadt plant. As you know, we’ve divested that plant in the middle of 2014, and we had to continue to supply them. That stopped in the middle of 2015. Adjusted for this, the revenue per liter was flat at 34.2 euro cents. In the quarter, the gross profit margin per liter decreased marginally from 14.9 euro cents to 14.8 euro cents. I will come back on that in a minute. In comparison with previous quarters, in this quarter we only had a small amount of one-time or exceptional items and for a change they were positive. Again, I will come back on that in a minute. With EUR47.8 million, the adjusted EBITDA was slightly lower, EUR0.5 million lower than in the same quarter of last year, which is mainly obviously caused by the lower volume and the margin, the lower gross margin per liter. The net profit for the quarter was significantly above the one of last year with EUR24.6 million, and that is obviously caused by the higher exceptional costs last year, and also by the lower financing cost this year. If you look at the gross profit margin per liter, which again is, I would like to stress that together with volumes, one of our key financial indicators. Our gross profit margin per liter I already mentioned that decreased to 14.8 euro cents per liter versus 14.9 euro cents last year. The decrease was actually smaller than we had anticipated. Three reasons for that, Hans already briefly mentioned those; currency, in particular the Pound Sterling, which strengthened the Euro mix, stronger growth of aseptic PET, but also of co-packing and input prices in particular PET. The gross profit margin per liter again starts to show a relatively normal seasonal pattern. It’s also good to remember that. It’s normally a bit higher in the first and the last quarter of the year, and it’s normally a bit lower in the second and the third quarter of the year. That has

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all to do with the mix change. In the second and the third quarter we sell much more water and carbonated soft drinks. In the year 2015, you’ve also seen that, we’ve mentioned that before in the second quarter, the margin was relatively high because of bad weather. For the year, the gross profit margin per liter was flat at 14.2 euro cents. Even though at the beginning of the year and in the guidance we had anticipated a marginal erosion. Again, we benefited from the items which I mentioned before, the currency, the pound-sterling first in 2014, some effect of mix, and more co-packing and APET sales and input prices PET in particular. If you look at the profitability developments, the reported EBITDA was EUR52.5 million in the quarter versus EUR44.5 million last year. I already mentioned that. For the quarter, the adjusted EBITDA marginally decreased due to disappointing volumes and also the marginally lower gross margin per liter. The difference in this quarter between the reported and the adjusted EBITDA can be mainly explained by the one-off benefits related to a change in the pension plan for the Benelux in particular for the Netherlands. For the full-year, compared to last year, the adjusted EBITDA increased with EUR8 million from EUR208.2 million to EUR2016.2 million mainly driven by volume growth and some operational synergies. Same as in the previous quarters, we provide the reconciliation to adjusted net result. In this quarter, I already mentioned that we had some one-off positives which are related to the pensions in the Netherlands in particular where we moved from a defined benefit to a defined contribution scheme. And we also had some positives which were related to tax in the UK, where we were able to capitalize some of the tax losses which are related to the plant, particularly in Durham, and which were picked up by the plant which we still have in Bridgewater. For the full-year, the adjusted net profit improved from EUR46.7 million to EUR77.8 million. The main reason obviously are the improved EBITDA and also the lower financing costs. To calculate the earnings per share both historically and for the quarter, we have used the average amount of shares outstanding. Before the primary issuance of EUR6.9 millions of shares, that was 74.3 million shares, and after the IPO with the primary issuance, it was 81.2 million. It’s good to realize that some analysts have calculated the EPS on the basis of the 81.2 million shares for the whole year, and consequently they arrive at slightly lower earnings per share than we have used. In the first quarter, we have used the amount of shares outstanding without the primary issuance. If we take that into account, the adjusted EPS for the year was EUR0.978 versus EUR0.629 per share for the EPS last year. And on the basis of that in the

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upcoming AGM, we will propose to distribute the dividend of EUR0.34 per share in cash. If you look at our free cash flow, turning to cash flow, the total cash movement in the year was minus-EUR3.3 million. The main drivers for the cash flow were a slightly higher working capital, and a sizeable amount of investments related to the quarter obviously, and a sizeable amount of investments in property plant and equipment. As you know in our business, the low season is the main season where you want to invest in additional capacity, or in the footprint. That’s not something that you do in the second or the third quarter of the year. On a full-year basis, the cash flow was very close to zero. Obviously this is related to a number of special effects in particular the IPO, the refinancing, and we reduced our amount of debt significantly from a leverage of 2.8 to 2.1 by the end of the year. In line with our covenant. Now over to the balance sheet. For the ones who are not in the room, in line with the normal seasonal pattern, the liquidity, at the end of the year, is relatively strong, and I also would like to remind you that in addition to the cash position, also the RCF that we have is fully undrawn. If and when beneficial the cash position is from time to time used for pre-purchases of raw materials and packaging materials. The total equity increased to almost EUR540 million, which now represents over 31% of the total assets. The leverage already mentioned, is now at 2.1-times EBITDA which is in line with the expectations. Both rating agencies that we do business with, S&P and Moody’s, have got their corporate ratings stable at BB and BA3, respectively. Leverage and gross debt rather than net debt are seen by them as key elements for the rating. And in the discussions that we had with them, also the way acquisitions are financed play a role obviously. Working capital. In addition to our volume and gross profit margin per liter, cash and cash flow continue to be key financial indicators for us. And they deserve a lot of attention. Working capital increased marginally with EUR5 million towards the end of the quarter. There’s no specific reason for that. The working capital reversal in the third quarter was already very strong versus the peak at the end of the second quarter, so we didn’t expect any further improvements. The seasonal pattern which is shown in 2015 is quite normal. Apart from the more than expected decrease in the third quarter, the peak is normally at the end of the second quarter, and the trough is at the end of the year. At the end of the year, the working capital decreased with EUR30 million compared to the end of 2014. The working capital decreased to EUR43 million.

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This is actually slightly better than expected, but partly might also be due to normal day to day fluctuations. One or two customers paying one or two days late might easily make a difference of a few million. Finally from my side, if you look at the five year development, the last five years, we give you a five year overview of four financial indicators where 2011 has been the starting point. The volume in liters grew from just below 5 billion liters to slightly over 6 billion liters in 2015, the CAGR of over 5%. And obviously the merger between Refresco and Gerber Emig caused the strongest growth over those years. The organic growth over those years have been actually modest and there has also been one year where the growth was negative when we decided to close two plants and stop loss making business. The gross margin increased from EUR0.116 to EUR0.142. And it’s good to realize that mergers and acquisitions do not play a significant role in that. Over the period, which is shown on this page, we first acquired SDI and Spumador at the end of 2010 beginning 2011. They had a below average gross margin. They were selling much more water and carbonated soft drinks. And in the middle of the period in 2013, we merged with Gerber Emig and they had an above average gross margin. Net-net, the margin improvement which is shown on this page is caused by synergies, and a gradual mix improvement. The adjusted EBITDA increased sharply from EUR111 million to EUR216 million. And the increase can be roughly split 50/50 between the direct impact of the mergers and acquisitions at the EBITDA that we acquired, and between the subsequent synergies. The return on capital employed improved strongly to 13.6%. The companies that we acquired or merged with in general have a much lower return on capital employed. And over time, we have been able to improve that by both improving the returns and also by reducing the capital employed both through reduction of working capital, but also through a plant closure for example. Now, back to Hans. Hans Roelofs: Right, thank you Aart. Just for the kind of summary, I would like to take you through the key takeaways of the year. Since the IPO, we’ve continued to deliver on our objective to grow co-packing with high single digit percentage and to our growth of private label market, and as already said by myself, that’s something that we also expect to do in the years to come. Solid gross profit margin during the year 2015, which stayed at the same level of 2014, which was EUR0.142 – slightly outperforming our own expectation and the guidance that we’ve given.

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Adjusted EBITDA increased to the nice level of EUR216.2 million, nicely in line with expectations. We ended that with a very strong cash position at EUR95.7 million and combine it with an undrawn EUR150 million RCF that give ample atrium to finance acquisition and general corporate purposes that we might find in our way. We’re well positioned to further pursue our buy and build strategy. We just announced a small acquisition of the PepsiCo bottling facility in Hamburg, expect it to be closed before halfway this year, and we still have a very healthy pipeline of further potential targets. Although we think our performance is solid, we walk the talk. We delivered the results in line with expectations and we delivered our strategic targets on co-packing and acquisitions. Just as side remark for the people who have read the whole press release, you might have seen that we also worked on the diversity of our supervisory board. Inge Plochaet will join us after the AGM in May. Last but not least, a chart on the midterm outlook. In the median term, Refresco Gerber targets are on average organic growth will be in the mid-single digits. Actually, that is the guidance that we’ve given on the day that we went public. That is a midterm guidance that we will not change. It is in line with the industry and on top of what the industry does, we will outperform on co-packing. The gross profit margin per liter may come down marginally due to the product mix effects based on current outlook on the market and competitive environment. Also that statement has not changed from day one of going public. What we say is we still seek consumer trends shifting from let’s say more full uses towards more watery type of products. By definition, that will mean that our margin, which is slightly lower on the watery product, will shift slightly towards the slightly lower margin, which does not tell you automatically that it will also impact our bottom line because these products are also linked to a lower cost profile. That’s the message of today. And of course we are open for your questions if you have them.

QUESTION AND ANSWER

Hans Roelofs: Let’s start with the questions in the room, and then we’ll cross over to the call later on. Pieter Zandee: Pieter Zandee from Rabobank. Three questions. First one on co-packing; are there any recent developments that are worth mentioning in terms of contracts that you plan that we can account in 2016? And then secondly, on the consolidation of the Coke bottling assets in Europe, how are

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talks going there and do you already have any more visibility on the potential of lending contracts here in 2016? And then lastly on your outlook, you mentioned the competitive environment towards at outsourced impact on your gross margin. Could you describe how does that looking for you in terms of price deflation you're seeing from retails as well as competition from other suppliers? Hans Roelofs: Let me start with the co-packing contracts. There are no individual contracts we mentioned, and actually we will also not make it a kind of common thing that we keep mentioning individual contracts. Co-packing development is still in line with the earlier mentioned growth, so we still expect throughout the years also for 2016 to have let’s say a high single digit growth on co-packing. Coca-Cola European partners, the merger of the different bottling entities of Coke. We’re closely following them. We get good updates on where they are. There are no concrete let’s say positions that we can take. However, that will be a process and I think we already mentioned that last time that that will be a process which will take at least 24 to 36 months before we might see any of that coming into our camp. Yes, we mentioned competitive environment. Does that mean any price deflation? Let me be clear; when we talk about co-packing, that’s completely separate, doesn’t have to do anything with competitive environment. That’s where we can kind of run our show and put our margins in place. When we talk about the competitive environment, it’s more linked to the retail environment, the private label environment. And when we look for instance into 2016, we announced that there might be so many inflation on the pricing side of our raw materials, rough estimate will be that raw materials will go out with EUR50 million. If we then look into a model where we say, okay, we have a model where we really go for a professional path through of all these pricing to our retailers, however there might be a small delay in timing; you might expect a small impact on our bottom line and on our margin. But it will be small, but that’s why we mentioned competitive environment because it’s going to be there. Those are really rigid price deflation, I don’t think so, because it’s only a small timing element and it’s not a structural element. Fernand de Boer: It’s Fernand de Boer, DegroofPetercam. A couple of questions from my side. Firstly, because you mentioned the raw materials up probably EUR50 million on the cost side this year. But if you look at the latest trend in sugar and orange juice, et cetera, they're all down. So it should be then expected somewhat more pressure in the first half and less in the second half,

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and then also both as well for maybe 2017 given your (inaudible). That’s the first question. And the second one on the tax rates. I think if you make – at least if I make the calculation, I arrive at a underlying tax rate of 28% on the adjusted profit. Is that correct? And could you give us some guidance for 2016? And the last question is you have some benefits from the (inaudible) on the gross profits. In the last few months, actually the profit went to base found declined. Does it also have quite an impact on the gross profit margin in 2016? Hans Roelofs: Let me take the raw material one and then Aart will come back on the tax fund and the foreign exchange. Raw materials – and I can tell you it’s just a rough estimate of telling you that we think that the package on the raw materials side will go up EUR50 million. It’s a rough estimate based on the information that we have today. I cannot really agree with you on sugar and orange price analysis. Sugar and orange prices that we are facing in the market have a tendency to go up, not very strongly, but there is a tendency to go up. And if you then start to have that small percentage of growth, of increased pricing on the total package that we buy, then we end up at roughly that EUR50 million. I also do not want to overdo that, because that EUR50 million is not enormous for us. Of course we chew on that, of course we’re having our first debates with our retailers to pass that on. That’s a big part of our professions, to be able to do so. However, like we always have said during the whole story, there is always a small timing effect which we might have to take into account. Does that mean that there will be a stronger effect in the first half or the second half? I think that’s much supersized. At the end of the day, it might have a small effect on the margin per liter on these specific products. Aart, do you take the tax one and the foreign exchange one? Aart Duijzer: So the questions I noted were on the tax rates, 31%, that’s tax rate that you actually reported, and adjusted indeed, it’s a little bit lower. It depends a little bit on how you adjust, but it is just below the 20% or the 30% if you adjust for the exceptional (inaudible) so to speak. Going forward, we expect it to be not far away from the 30% to be quite honest. I know that some of the countries have actually lowered their tax rate a little bit, UK for example. But other countries, that is not the case, and the countries in which we are fairly profitable, the tax rate remains high or very close to the 30%. And so going forward, I would take into account the 30% as a sort of average.

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Then the positive effect, I think it’s good to realize that indeed on the gross margin per liter level, then we had a positive effect in the gross margin. But on the cost side, there’s a more or less a similar effect. And so also there, there’s the net effect on the EBITDA line is fairly small. And if you look at the fourth quarter, then we had the positive effect line we just mentioned. That is versus 2014. And so for the year as a whole for 2016, it might not be that different from 2015 to be quite honest. Hans Roelofs: Just to add one more thing there to complete the story about gross margin development, because I can understand your focus on the British pound, I can understand your focus on the raw materials, don’t forget that there are also positives on the margins side like doing more co-packing is slightly positive for us, but especially also having a nice growth in the septic PET which is on the high margin side of our business will also have a nice small push up. So it’s really a total mixed effect which will make the difference in the end, but I think the answer on the British pound and the raw materials hopefully has been cleared. Richard Withagen: Richard Withagen, Kepler Cheuvreux. A couple of questions, first on the Pepsi acquisition. Can you tell us what the volume uplift will be on a full-year basis from this plant? So how big is the contract? Is that similar to the Tesco contract that you were awarded last year? And also on this Hamburg plant, can you tell us what the possible maximum capacity that you can do in that plant? That’s the first part. Second part is on a couple of cash flow items. Obviously there is this pension plan amendment in the fourth quarter. Perhaps you can discuss that a bit more. Is that a one-off, is that also a cash out just to confirm, is that a cash out in Q4? And then on the cash flow statement itself, perhaps some words on working capital in 2016 and also your CapEx plans in 2016? Hans Roelofs: Also here we would like to make a split. I’ll give you an answer on the Pepsi activities and Aart will pick up on the pension and the cash flow statement. Looking at the Pepsi acquisition, just to be clear, what we do wish we acquire an existing plant, which is owned by Pepsi, part of the total network, we pick up that asset. That asset today is producing mainly [Punica], which is a branded juice proposition specifically in the German market. In the contract, or also in the announcement, you might have seen that we talked about more than [Punica], because we talked about [Punica], we talked about Pepsi products in general, and we talked about Lipton.

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What makes this volume proposition attractive for us is that the unit today in Hamburg produces roughly 100, slightly over 100 million liters. So that volume will automatically from day one be transferred to us and we will start producing that and get some nice synergies out of it. Next to that, we made an agreement with Pepsi for the next 10 years that we will also grow our Lipton business with them in Germany, and also grow our ordinary Pepsi business with them in Germany. As far as we can see now, the best estimate is that that’s going to be roughly 200 million liters. So all in all, it’s going to be let’s say a 3% of our actual business to be added to the business. 100 million growing into 200 million in the timeframe of let’s say 24 months. Maximum capacity for that reason is not that relevant because the other products cannot be produced in Hamburg, they will be produced in other plants. Like always from day one on, we will be optimizing situations by looking at footprint, transferring lines, transferring people, procurement positions, et cetera, et cetera. So that’s where we should have the cream on the cake. Aart, could you take the question on pensions and on cash flow? Aart Duijzer: The pension issue is renegotiation as you can understand with the work force. And it does not involve any cash. And so it’s really an accounting issue where we move from a defined benefit to a defined contribution. And actually the cash out for the pensions of the employees does not change a lot. And that’s also I think why we reported a sort of a one-off rather than as a structural improvement or the deterioration of the results. That’s not the case. Secondly, if you get our working capital development, our expectations for CapEx for 2016, we expect that we will continue to invest in the area of up to 4% of revenue which is, you know, basically close to EUR80 million. And if you look at our working capital, we expect that to develop more or less in line with the revenue which means that, you know, taking away day to day fluctuations, we expect it to grow a little bit over the course of 2016. Not a lot, but maybe a few million. Hans Roelofs: Next question? Robert Jan Vos: Robert Jan Vos, ABN AMRO. A few questions, please. If I do my calculations, you paid out roughly 35% of your adjusted net profit in dividend, or you proposed to pay that. What is the reason why you pay out at the low end of the range, you mentioned, it’s 35% to 50%? And what would it take you to move to a bit higher end of that range? That’s my first question. Secondly, you mentioned in the press release, or in your presentation some bullets on the optimization of the footprint. Is there any more in the pipeline

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on that matter? Do you have any more plans to optimize the footprint in the coming years? Thank you. Hans Roelofs: Okay, good. Starting with the dividend one, in our road to the stock exchange and going public, one of the decisions we had to take was on dividend. This company has never paid dividend to anybody because we always felt that we have to keep the cash and the value in the Company and invest it in our -let’s say- key story of acquiring companies and growing this company to a better Pan-European platform. However, listening to all the investors, we decided by the end of the day it would be wise in this new era we would start to pay dividend. And we said,okay, low end will be 35%, high end will be 50%. Knowing where we are today, and also looking at our own ambition to get some of the projects that we have in the acquisition pipeline to get them to the finish, we really decide to stay at the low end of the dividend range, 35% because we think that we are going to use the cash for new projects coming out of the pipeline. What will make us move to 50%? Probably not so much in the short-term. And we literally said to all the investors in the first two-three years, please count on the low end of the range, and after that, we will have to rebalance and re-judge and get back to you. So that’s the message which we would like consistently to give to the market. Looking at optimization of our footprint, that’s an ongoing process and it will never stop. And sometimes it’s just transferring people or reducing people. Sometimes it is transferring existing lines to other factories, and sometimes you really end up closing a plant. That depends on new opportunities, new contracts, new technologies, new investments, and also obsolete capacity. It’s always difficult to say what exactly is in the pipeline, but it is a continuous process which in the last five years means that we have increased the output from existing plants close to 40%-50%, which we think is crucial and key in our cost portfolio -- in our cost profile. We want to be cost price leader and where we’re not cost price leader, we are working on it, we’re executing our strategy. Karel Zoete: Karel Zoete, Rabobank. A couple of follow on questions. The first one with regards to the acquisition in Germany. Why did you only acquire the plant in Hamburg? Was it the only plant for sale? And can you confirm that the financial criteria are in line with the projections mentioned earlier, or the ambitions? And related also, should we expect some exceptional restructuring costs in 2016 related to this? Second question is on aseptic PET, it continues to grow strongly. I guess capacity is an issue here, and will you be deploying more newer lines in 2016?

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And then a more technical question in the interest cash out was much higher than the P&L cash out for interest cost. Hans Roelofs: I'm going to park that last one with you, Aart. When we look at PepsiCo in Germany, why only Hamburg? Effectively, Hamburg is very specific proposition within Pepsi which is producing juices. All the other plants are not producing juices. They are doing a different portfolio of products. We’re in continuous discussion with Pepsi, with Coke, with all the other [branded] players to look at opportunities. So I'm not going to show you that this is the last thing that we’re going to do with Pepsi or in Germany. But we have a very defined, very well-defined carve-out which we decided to take over and which they wanted to sell off. Your next question was does that mean that we’re going to have big let’s say layoff costs during 2016? It will be a continuous process. We do not expect that during 2016 we will have big cost elements coming up. However, if we think that optimization is going to help us by taking out some people, we’ll do it, because that’s where we’re there for. But it’s not something like a big lump sum which we foresee to be happening in 2016. Aseptic PET, yeah, aseptic PET is growing quite nicely. And actually we really want to leverage on our growth. We’re one of the few players out there who is still investing in aseptic PET. You're all aware it’s a big investment. There’s a single line will easily go up to EUR12 million to EUR15 million. Many of the players in our industry are cash-wise no longer capable of doing so. We are. So yes, we are really picking up capacity there and we’re really investing. In 2016, we might not add a lot of capacity because effectively what we did in 2015, we’ve added capacity in four or five countries. These lines have ramped up only in 2015. So the real capacity, the real virtual capacity will be available throughout 2016. However, I can guarantee you that once that capacity has been used, there will be new investments coming out because we foresee that, as well as on the co-packing side, as on the private label side, aseptic PET will keep growing. Aart, can you pick up the one on the interest cash? Aart Duijzer: Yes. If you look at the year as a whole then indeed the difference between cash out and the P&L charge is not so big. For individual quarters, that can be the case. And because not all of our financing is 100% based on the quarterly periods. In particular the interest rate swaps and also the smaller, the mortgage that we have in the UK, we do not pay on a quarterly basis. Gerard Rijk: Gerard Rijk, SNS Securities. Concerning your organic or your growth guidance on the volume growth, you mentioned the organic growth, is that organic growth number flow of (inaudible), is that including the UK

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contract, and is that including the German activities, or is it only including the UK contracts with Tesco? Second question is on aseptic PET. You mention it quite often. What’s currently your percentage sales number in this business? And maybe you can also give your percentage of capacity in this business, and what are the growth numbers currently annually in aseptic PET? My third question is about the industry effects and trends. Just the sugar debate is intensifying in most of your countries. What is currently your action on this, meaning what is your whole sustainability approach concerning this subject? You didn’t comment on that. Finally, it’s about the UK. Can you elaborate on the current competitive situation there with Cott UK and can you discuss maybe how you see Cott UK developing and your interest in this business? Hans Roelofs: Okay, those are all very specific questions. I’ll just start. Aart, if you have anything to be added, please do so. On the organic growth figure, you mentioned two examples is that Hamburg included, is the UK contract included, very specifically here you go – UK contract will be in there because it’s an individual contract with the individual retailer, while Hamburg is a specific acquisition which is not part of the organic growth which will come on top of the organic growth. Aseptic PET, I have to look at – [Pieter] mentioned at the back of the room, but I try to be as accurate as I can. I think aseptic PET today is more or less 22% of our total packaging volume and nicely growing. What exactly the growth number is on the yearly basis, I cannot believe it but we’ll come back to that later on because it will be available. I don’t have that. Gerard Rijk: Sorry, what did you say? 22%? Hans Roelofs: 22% of all the packaging that we do is now aseptic PET. Then the sugar debates. We call the sugar debates more and more, the retail as well as the industries, calorie reduction. Because at the end of the day, that’s what it’s all about. What is going to be our sustainable approach? One, of course by definition, but that’s pretty reactive, of course we will follow our customer base. What the retailers want is what we have to deliver. What Coca-Cola wants, what PepsiCo wants, we have to deliver. So anyway, we’ll have to prepare ourselves to be able to do so. Next to that, we have quite a little noise about what the alternatives for sugar are and how we can reduce calories in every single drinks that we have. As long

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as you talk about drinks where there is added sugar in there, it’s about how can you make a new configuration of that product which from a consumer’s taste perspective will not be really different, and from a calorie perspective will be at least 10%, 20%, 30% down. That’s where we put a lot of effort and that’s where we try to facilitate the market. So we’re not just waiting for the questions of our customers, but we’re also putting nice propositions, innovations, on the table. It is something. It’s there. It won't fade out. It’s not going to disappear. As an industry, we have to attack this. And we will attack this and we will proactively take a role. Your last question on the UK, Cott UK, it’s not a secret. Cott UK is one of our targets. We’re very clear. However, to make a deal, you need two parties who want to get into a deal. Apparently when we’re not announcing today that we have done the acquisition of Cott UK, it’s not there. Will that be on our plates to be looked at in detail? For sure. And let’s see what’s going to happen. I cannot make more comments there, but let’s see what over time will be the case. Aart, would you like to add something there? Aart Duijzer: No, I think it’s clear enough. One of the issues is obviously if you look at organic growth, you have to realize that because of the size of the PepsiCo transaction, we’re probably not going to make like for like statements because that would affect the reporting a lot. But in the comments or the explanations that we’re going to give further results, we’re going to make that comment. Paul Hofman: Paul Hofman, The Idea. A couple of questions left. First, on savings. I think it was told an amount of EUR2 million left for the fourth quarter, something like EUR8 million for 2016. Can you confirm that? Secondly, you talked a lot about, yeah, your platform, what can you say about capacity utilization? A year ago, average was around 55%. You closed two plants, so where are you know, where do you see the prospects for 2016? Third question, yeah, you talked about the trends longer term from juices towards more watery type. In recent years, you’ve been expanding your footprint mostly in juices. So do you still feel comfortable with your current footprint, or are you simply lacking out capacity and what will you do, et cetera? And how happy are you with your current juice footprint in UK for example? Thank you. Hans Roelofs: The savings part, I’ll park with Aart. I’ll first give you an answer to the other two. Let me start with the portfolio one. It’s clear. Juices are

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slightly in decline. I should say fruit juices are slightly in decline. Because effectively people are moving from juices to juice drinks, or other drinks. How does that affect us? It does not really affect us except for one country which you really put your finger on, in the UK where we are largely focused on juices and not having a real proposition yet on water and carbonated soft drinks. Although, we made the first step by putting in a line in Bridgewater in our existing plant having and creating the ability to produce CSDs. You can imagine that in the UK we will be absolutely do a good search on trying to fulfill the portfolio. Exactly the same thing as we did over time in all the other countries. We don’t want just to stay in the juice corner, we want to be in the full portfolio of non-alcoholic beverages. It might be a little bit of a misperception at your end how big juices is in our company. Juices from our sales perspective, because it’s a high value drink is roughly 40%. But from a volume perspective, juices is 23%-24% of the total. And when I say juices is slightly on decline, it’s only slightly. So effectively, there is already more than 75% of our total portfolio no longer linked to juices which already gives us a huge potential in capacity and capability to move with our customers towards other drinks and still facilitate our bottling service. Capacity utilization. Effectively, capacity utilization total has not shifted that much. It has slightly gone up, but slightly only due to two things – yes, we have closed plants which are a very positive contribution to the total utilization of our plants, but don’t forget we also started up five lines. And if you start up a line, it starts at 20%, 22%, 23% and bit by bit it moves up to normal percentages, let’s say 50% plus, 60%-70%. But that takes quite a time. So the starting up of these five lines has reduced the effort which we’ve done in closing two plants. So where you mentioned the 55%, I think the total utilization might still have gone up 1.5 points, but as a mixture of these two. Aart, could you say something about the savings? Aart Duijzer: In ball park, your estimates of the cost synergies are there. So we had some benefits in the fourth quarter coming through, so that’s good. We were very pleased with that. And obviously that’s also related to the improvement that we already made in the course of 2015 or towards the end of 2015, but there’s an additional, you know, EUR6 million to EUR8 million coming through in 2016. Paul Hofman: And to come back to the Cott M&A, it’s one of the issues maybe that especially in the UK, the government is looking for sugar tax and that is one of the main discussion item which regard to Cott?

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Hans Roelofs: No, I'm not going to make any more specific comments on specific targets. I listen carefully to what you say. I can just say you can imagine that also looking at the other questions that from that perspective building up a position in water portfolio in the UK is one of our targets. Paul Hofman: Sorry, to come back to the UK market, not on Cott, so it’s not on Cott. But now I'm just wondering obviously juice was a big business for you in the UK and now you're adding the Tesco contract and some other types of beverages. Basically do you think you have a better competitive position in the UK today than you had before in order to win contracts on an organic basis from, you know, other customers? You know, that’s the first question. The other question is related to what has asked earlier on. I have the perception, but you know, it’s just a perception at least that the focus on less calories or less sugar is clearly intensifying. You always said that your gross margin per liter will be structurally under pressure, and I guess this is one of the reasons. But is that also intensifying? So basically as your gross margin pressure, is that accelerating, intensifying over the next, you know, three, five years? Hans Roelofs: Let me start with your first question. We feel that our competitive position in the UK has improved a lot. I also made the statement during the presentation that although in the UK the juice market is in decline, we are outperforming the market. Our position in the UK is very strong in the market, as well on juices and initial good position on carbonated soft drinks. And I just want to reiterate it again, yes, we will try to strengthen that position further. If you look at a couple of reasons why the position is that good, we are very sizeable, we’ve seen as a real expert in juices, we are the key suppliers of Aldi & Lidl who are doing quite nicely in the UK, and that has given us a very good and broad position to build on with our existing customer portfolio. Your other question on gross margin per liter, yeah, it’s true, the fact that there is a portfolio switch might affect the development of our gross margin. And it’s the biggest single driver why we keep saying that over time our gross margin might be slightly declining. And again when I say slightly, we talk about tenths of a cents and nothing more than that. However, I also want to reiterate that that does not firstly mean that it will also affect our profitability because I can tell you that producing a full-fledged 100% juice in aseptic PET, the cost price is much higher than doing the same product, but watery based in a different packaging. So we just want to be very clear on the margin development that there might be a slight decline, but that does not per se mean that it will hit our profitability.

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Unidentified Participant: You recently announced that PepsiCo deal. Is that deal in itself to be – is that a reason for you to be a bit more cautious on M&A going forward, and can you say anything on M&A opportunities/pipeline in general, again, apart from Cott UK of course? Hans Roelofs: Thanks for mentioning, good. I cannot be much more specific. I think the way we look at doing Hamburg is it’s not going to have any impulse on next projects. We are still having a healthy pipeline of six, seven projects which we really look at very carefully. If we feel that the timing and the pricing is right, one of the other projects will pull out of the pipeline on the right end of the pipeline and we’ll just communicate it again. We will absolutely be very busy and very engaged to make new projects and to make that happen. In existing countries, nice fill-ins, maybe in adjacent countries, but also maybe in North America. We’re looking at it, intensively looking at it, and as soon as time is ready, we’ll get to the market and tell you where we are. Hans Roelofs: Shall we first take the question from the call? We have a couple of dialers who have some questions. Operator, would you mind to hand over? Operator: Sanjeet Aujla from Credit Suisse. Sanjeet Aujla: Just coming back to the Pepsi contract, can you give us a sense of how many plants Pepsi has in Germany and whether you could further strengthen that relationship over time, and just to get a sense of how significant that could be? Secondly, just coming back to the M&A front and consolidation prospect. You spent (inaudible) over the last six months or has that intensity changed at all? And I guess, is relative to your expectations over the last 12 months, just proving a bit more difficult from a price standpoint, is that the biggest obstacle that you're finding against getting some of these deals through? I’d love to get your thoughts on that thing. Hans Roelofs: Let me start with your last question, your question on M&A. Have we intensified our M&A efforts? No, we’ve not. I think we’ve always been very alert in the market, we know all the players in the market, we talked a lot to professional players out there, the international brands as well as the family companies in the different countries. However, having more projects in the pipeline means that we spend more time on it, but that’s a different thing than intensifying it. Then the second part of that questions is has it become more difficult for pricing reasons? I think people know where we are and people know that we want to acquire businesses. So

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does that put some pressure on pricing? Maybe, but it should not influence our final decision taking. I think we explained very well the beginning of our model that the price which we pay for companies is important, but much more important is to combine that price with the potential synergies that we have in that business in order to try to bring that multiple that we pay down to below six times EBITDA within 24 months after buying. I think these two elements are the most important things. And if we feel that a company which we would love to buy is not value enhancing, not creating value for our shareholders, we will not buy it, the project will drop out of the pipeline but on the wrong end, and we’ll look for new projects. We don’t think it has become more difficult, and actually there’s one thing which is in favor of us, and that is that the last 15 years, we’ve been doing this game as a company which is quite equity owned, which is always busy, has a little bit of an aggressive monster. Today, we’re a public company. Everybody knows who we are, where we are, the profile that we have has changed, so that’s a positive in the process. So always pressure, always trying to find good solutions, but we’re only going to do the deals where we feel the timing and pricing and synergies are right. On your Pepsi question, of course the fact that we are already working with Pepsi in France, Belgium, UK, the Netherlands, Finland, Poland, now we also start with Pepsi in Germany, and actually acquiring one of their plants is the next step in strengthening the relation with them. It’s also not a secret that when we look at the blue and the red system, we would absolutely like to further penetrate their system. It’s just one step and hopefully we’re going to be able to strengthen that position into further extent in the countries where we are and hopefully also in new countries. Sanjeet Aujla: Sorry, Hans, just a follow up on that Pepsi. In Germany (inaudible), they have overall in Germany today? Hans Roelofs: I can't share the overall volumes with you because it’s not up to me to share total Pepsi volumes with you in the general market. I can tell you that the actual volume which is in Hamburg plant is roughly slightly above 100 million liters. And we will add another 100 million liters in the other product portfolios which will be spread over the existing plants looking at where the technology is which we’re going to use for the production of that. Sanjeet Aujla: Could there be some capacity rationalization in Germany on the back of this as well, just given you – I think you closed a plant in Germany just a few months ago? Any thoughts on that?

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Hans Roelofs: We will take the next 24 months like always to optimize the situation. If that goes hand in hand over time with a plant closure or not, I cannot tell you. But we will keep optimizing whatever capacity that we have in place. Operator: Andrew Holland from Societe Generale. Andrew Holland: Two questions if I may. Firstly, can I just ask you what do you think the private label market did overall in the year just finished in volume terms just to compare with your volume figure up 2.1? What do you think the overall private label market did? And secondly, when you're looking forward to volume growth in 2016, country by country, presumably you can be pretty confident that UK winners will be out because of the new Tesco contract. Are there any countries where you would expect your volumes to be down? Are there any factors that work that would actually result in negative volumes? Hans Roelofs: I’ll park the overall market volume with Aart. I’ll start with your second question. When we look at the individual countries, Andrew, and you're right, I mean, it’s quite clear that with the new Tesco contract, the UK development, volume development will not truly be positive. There is not a single reason to believe today that other countries will be down. However, and that’s said however which we will make always any single day, any single year that we are in this business, there are two countries which depend much more on water consumption than the other countries. And these countries are Italy and Poland. These countries are more vulnerable to changes in weather. So a good summer or a not so good summer will have relatively big things on these volumes. I also want to reiterate to you that that is not to say that it will heavily affect the results, or that bottom line because we all know that just water is not the biggest profit bringer in our business, but these two countries, I will always be careful to say that volumes are going to be up or down due to the fact that the percentage of water which you sell is high. There is not a single other reason, Andrew, why I would pin point on one of the geographies which we feel is going to be down versus 2015. Aart, could you pick up the other question on total market and private label? Aart Duijzer: I already mentioned Andrew that the total market grew by 1.9%. If we adjust Western Europe with Poland, also one of these European countries where we are active, and we think private label very much developed in line with the total markets.

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And that there are sizeable differences per country. And some countries, private label continues to grow mainly on the back of hard discounters growth, not so much growing private label with the service retailers, but mainly with high discounters. And then some of the other countries, you know, the fierce competition from the A brands and their fight for market share has basically caused small decreases in the market share of private label. If you look at it across the board, we feel that private label has developed in line with the market. Hans Roelofs: Any more questions on the call? Operator: (Operator Instructions) Damian McNeela from HSBC. Damian McNeela: Most of my questions have been answered. But perhaps a clarification on the Hamburg deal. Could you confirm whether that plant has got aseptic PET capabilities, and also can you confirm – I know the transaction is due to complete in Q2 of this year, but the additional co-packing revenue stream, can you indicate when that could potentially start, please? Hans Roelofs: Let me start with the easy part of your question. The Hamburg plant has an aseptic PET line, so it is producing aseptic PET and that will be part of our new set as well, so that by definition we’ll also grow our co-packing side, as well as our aseptic PET side. The co-packing revenue, as soon as we close the deal, co-packing revenues will be included of course. And what you will see is that over time that revenue will increase due to the fact that we start with the existing contract in Hamburg and bit by bit, we will add volumes on top of that linked to other existing technologies and all the plants out of the Refresco network. Aart, would you like to add something there? Aart Duijzer: No. Basically the addition of the additional volume is going to start at the end of 2016, and it should be finished by the end of 2017. Hans Roelofs: The growth should be finished. Damian McNeela: I'm just trying to get an understanding of where you think co-packing growth of mid to high-single digit is going to come from in 2016 then? Hans Roelofs: In 2016, it will come from a nice and healthy combination of new contracts from the existing customers. For instance, the Hamburg acquisition, and some other things that we might have in the pipeline, either in organic growth business, either in acquisitive growth.

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Any more questions on the call? If not, we switch over to the room again. Operator: There are no further questions on the telephone lines at this time. So I would now like to turn the call back over to the speaker. Hans Roelofs: Okay, thank you very much. There are one or two remaining questions in the room. Gerard Rijk: Gerard Rijk, SNS Securities again. I'm [blissful] about your gross margin per liter decline. I understand your huge thing, but you mentioned that you are quite strong in aseptic, 22% of your sales, and you're one of the few ones or the only one. In co-packing, you don’t have really competition and that’s grown relatively strongly. Competition has no money to follow whit aseptic lines or anything else updating. So what is that decline in juices, is the impact so huge that it is taking away all the benefits from all the other strengths in this company? Hans Roelofs: That is a balancing act where we make a judgement call. We see the positives as well as the pressures on the margin. And I just recall that the portfolio switch as such has an impact that by the end of the day we’ll see a slightly decline in that margin. If that’s going to be the right call, we’re going to see. But it’s true, you mentioned fully correctly, in aseptic PET and I just got the figure, we delivered 22.5 percentage of aseptic PET in 2014 and 2015. It creeped up to 23.5%, so that keeps developing. But also that’s not a huge downside, bit by bit by bit by bit, and in 2016, that percentage will be higher. So it’s really in the mix where we try to make our best estimate and best calculation on when it will end, and that we still feel that we have to get guidance that it will slightly drop. But again, without affecting our bottom line due to the fact that if it happens, it also goes hand in hand with lower costs. Gerard Rijk: But in the competition with other competitors which are, well, quite close to breakeven, are they every year again lowering their gross margins? Is there really continued pressure on the gross margin per contract? It seems to be the case. Hans Roelofs: You should make a nice split between co-packing and private label here. When we look at the co-packing side, it’s not really the pressure of competition, it’s much more the competition like do you give the right conditions to make actual business, yes or no? And that is the edge where we’re always looking for – okay, on the edge, we got the business, over the edge we don’t get the business. So that’s one thing.

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On the private label side, it’s quite simple. It is a very competitive market, where every single day, we have to fight for our contracts. And we’ll fight for our contracts as long as it’s profitable and as long as they are value enhancing. It’s up to us to create a position where hand in hand with a very good procurement position and very efficient plans we’re able to deliver on targets, and our target is to deliver a 10% plus of EBITDA. If we can't deliver that, we’ll leave the contracts to others because we don’t want these contracts, because by the end of the day if you pick up big contracts, you also have to invest. It’s a continuous positive battle, but I wouldn’t like to say that there is no pressure, there’s always pressure. And it’s up to us to keep that pressure in such a way managed and reduced that by the end of the day, our margin is pretty stable. Our portfolio switch is something that will be reducing that margin. It’s not the pressure which we’ll largely be part of that margin decrease. Gerard Rijk: If you spoke with the private label contract and (inaudible) a lot of competition according to – are those contracts every year losing some gross profits per liter? Hans Roelofs: If that’s your both – or let’s say your common statement, then the answer is no, that’s not the case. Because if that would be the case, then effectively you would structurally shift your margin independent what happens to the product mix, that’s not the case. What we say is that the margin shift, if the margin drops slightly, it will be largely linked to a shift in portfolio. That might also be structural, but in a portfolio shift. It’s not like the like-for-like private label contracts are losing much. That’s not the case. Thanks for the question, for clarifying. Any other remaining questions? It starts to be silent in the room. It starts to be silent in the call. Thank you very much for being here and attending the meeting. And the way we look at 2015, it’s a solid year. We have delivered we promised. We walk the talk. And it’s up to us to show you that this is a decent model which is a sustainable model on the profit side as well as on the strategy side. On the profit side, it’s going to be clear for you. You're going to get your figures. On the strategy side, yes, we will keep developing co-packing and yes, we will going with new projects which we’ll reconfirm our buy and build. Thank you very much for listening in and have a good day.