Pandriks Germany GmbH

Pandriks Holding B.V.

Meppel

Konzernabschluss zum Geschäftsjahr vom 01.01.2020 bis zum 31.12.2020

Publicatierapport 2020

Handelsregister Kamer van Koophandel voor Regio Noord, dossiernummer 53127749.

Vastgesteld door de Algemene Vergadering van Aandeelhouders d.d. 14-04-2021

Publication Report an the annual accounts 2020

CONTENT

AUDITOR'S REPORT

Management report

CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2020

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2020

NOTES TO THE CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR 2020

FINANCIAL STATEMENTS

Provisions of the Articles of Association relating to profit appropriation

Independent auditor's report

OTHER INFORMATION

AUDITOR'S REPORT

Management report

General

It is my great pleasure to comment an the general and financial course of events in 2020 in this management report. In general, despite the Covid19 crisis, the book year 2020 has been a successful year.

In 2020 the company has continued to grow. In the first quarter of 2020 the turnover was above expectations. When our home markets The Netherlands and Germany both went into a lockdown in March following the Covidl9 crisis, our turnover was impacted as well. The demand from out of home customers disappeared and due to changes in consumer behavior, the turnover to retail customers also decreased. In the months thereafter the turnover gradually grew back to 'pre-Covidl9' levels.

We have been able to introduce new products to existing customers and acquire a number of new customers leading to a turnover that has grown compared to last year. Even though we have disposed of the milling and toast activities, our turnover increased from € 62,1 million in 2019 to € 66,5 million in 2020. Like for like sales (leaving toast and flour out) our turnover increased by 18% in 2020. Particularly the turnover in Germany increased with a number of large retailers. Furthermore we established a company in the U.K. in 2020 and have started up business there as well. The demand for our organic products is increasing and in 2020 the turnover of organic products is higher than of conventional products.

Due to the increasing demand for our products, both bakeries were occupied at maximum capacity throughout 2020. In order to be able to facilitate future growth we have initiated an extension of our production facility in The Netherlands. After the construction of a new production hall, a second production line has been installed at the end of 2020. Furthermore we expect the frozen warehouse to be ready in the first half of 2021 leading to further cost reductions. After the warehouse is in Operation we will move the packaging of the fast growing category consumer packed products from Drachten to Meppel as well.

An auditor's report has again been added to the financial statements. Below is our explanation of the various financial aspects.

Finally, 1 would like to express my great thanks and appreciation to our team and the cooperation with our valued customers and suppliers.

Profit and loss account

The company's turnover increased from € 62,1 million in 2019 to approximately € 66,5 million in 2020 (turnover growth of 7,1%), despite the fact that we disposed of the milling and toast activities. The like for like sales growth (leaving toast and flour out) is almost 18%. This revenue growth was achieved through growth with existing customers, the acquisition of new customers and the growth in sales of organic products in particular.

The gross margin in 2020 was to € 20,4 million, representing 30,7% of revenue. In 2019 the gross margin was € 17,7 million and 28,1% of revenue. We have been able to increase the gross margin resulting from a number of efficiency improvement initiatives as well as through savings on purchase prices.

Total operating expenses amounted to € 16,0 million in 2020. This is 24,0% of revenue. In 2019 the operating costs were higher in absolute figures (€ 16,8 mio.) as well as relatively speaking (27,1% of turnover).

The Employee expenses increased slightly. Due to a higher activity level we hired some additional staff. Other labor costs increased by € 0,5 million. Due to some changes in management we hired additional interim management causing the major part of this increase.

Depreciation and amortization decreased by € 1,8 million in 2020. In 2020 depreciation and amortization amounted to € 3,6 million (2019: € 5,5 million). In 2019 a book result of € -1,5 million was realized on the sale of the toast production line and was included in the 2019 figures.

The accommodation costs in 2020 increased by € 0,6 million from € 2,1 million in 2019 to € 2,7 million in 2020. Particularly the external storage cost increased due to a relatively high stock position throughout the year.

The operating costs increased slightly from € 2,4 million in 2019 to € 2,7 million in 2020. The cost for quality control increased because of more external testing and we rented an additional packaging line, resulting in higher rental cost.

Office costs remained more or less the same as in 2020 and the car expenses decreased slightly. Selling expenses are approximately on the same level as in 2019 at € 0,6 million.

The General expenses decreased significantly from € 1,8 million in 2019 to € 1,3 million in 2020. In 2019 a rather large amount of Consultancy fees was paid regarding the refinancing of the company.

The Financial expenses in 2020 (€ 1,1 million) are € 1,2 million below 2019 (€ 2,2 million). As from March 2020 a new financing arrangement is effective. The outstanding amounts to the previous financing partner have been fully repaid and new loans are obtained from Rabobank and ABN Amro against improved conditions. This resulted in lower financial expenses in 2020.

The net result is € 3,6 million in 2020, compared to € 0,9 million negative in 2019. As a result of the higher turnover and various other improvements, a better result was achieved.

Balance sheet

The balance sheet total increased to € 85,1 million at the end of 2020 compared to the balance sheet total in 2019 of € 69,8 million. In 2020 the company was re-financed. The long term loans, as well as the subordinated loans were fully repaid and a new financing was installed to make the expansion of the Meppel bakery possible. This refinancing also involved some financing out of own cash leading to a reduction of cash for the company.

Tangible fixed assets increased by € 24,4 million as a result of the investments in the new production line, production hall and warehouse in Meppel. This project will be ready in the first half of 2021, but a large part of the capital expenditure took place in 2020. Another € 4,5 million is committed for the financial year 2021.

The deferred tax receivable presented as Financial Fixed Assets decreased by € 0,9 million. Due to the positive results in Germany the taxable amount was partly compensated with compensable losses from previous years.

The working capital, calculated as current assets minus current liabilities, decreased by € 13,0 million to € - 2,7 million in 2020 compared to 2019 (€ 10,3 million). Inventories decreased slightly, accounts receivable / other receivables increased by € 2,6 million and cash and cash equivalents decreased by € 10,4 million following the refinancing of the business in 2020. Short-term liabilities increased significantly (total € 5,0 million) particularly because a number of capital expenditure invoices are included.

The subordinated loans were fully repaid during the refinancing early 2020 and decreased from € 13,8 million in 2019 to zero at the end of 2020.

The liquidity ratio decreased from 1,6 to 0,9 in 2020 due to the cash out involved in the refinancing of the business. The liquidity ratio is calculated an the basis of current assets divided by current liabilities (current ratio).

Long-term liabilities increased from € 15,5 million in 2019 to € 36,0 million in 2020. The refinancing of the company made an extension of the bakery in Meppel possible. This expansion is financed from newly attracted long term loans, leading to increased long-term liabilities.

Current liabilities increased by € 5.0 million in 2020 compared to 2019. The increase is largely caused by unpaid invoices from suppliers of the new production line and building at the end of the year.

Risks and uncertainties

In March 2020 our home markets were affected by the Covidl9 crisis. Out of home customer demand dropped and consumer behavior changed. Although the company responded quickly and well to these circumstances, the impact of Covid19 on our sales remains uncertain to some extent. Considering the long lasting relationships with our retail customers as well as the fact that retail turnover was only slightly affected last year, the company is well prepared for this uncertainty. The packaged products for home bake off is a product group that showed an increasing trend during the Covidl9 crisis. To have a more balanced risk portfolio, we have invested in additional packaging capacity to mitigate possible pressure on the turnover of in store bake off.

Following our ambitious growth strategy, we implemented a new production line early 2021. With this new line our production capacity has increased significantly and there is a chance that we will not be able to utilize this capacity if turnover doesn't increase the way planned. Considering the trend of the last couple of years we are not expecting the turnover growth to slow down.

Pandriks' competitors have improved quality in recent years and have done some catching up with Pandriks' unique products in terms of quality. Still no competitor can match the quality of our products, but Pandriks' products are increasingly being copied. With the new production line, we have ample opportunities to further improve the quality of our products and lower cost prices. In addition, we hired a new product developers to further optimize our products so we can distinguish ourselves even more from our competitors.

Another risk is rising (raw material) costs. Energy prices may rise as a result of higher levies and the general prices of raw materials and packaging may rise. Because the products have a low cost price, price increases will have a direct impact on the result. This will then have to be passed on in sales prices.

An increasing risk is the scarcity of staff. In Meppel, but certainly in Fulda, obtaining good staff is an increasing concern. This can become a constraint for further growth. However, the new production runs more efficiently with fewer staff. In addition, the the cold store will be fully automated so we can produce and store additional products without a large staff increase.

Cash flow and financing requirements

Cash flow in 2020 was € -10,4 million. In 2020 a total of € 28,5 million cash was used for capital expenditure, particularly for the new production line and warehouse in Meppel. To make this capital expenditure possible, early 2020 a new financing was installed. However part of the capital expenditure was financed from own cash. Therefore the cash in from financing activities was € 7,1 million leading to a net cash out for both financing and investing activities of € 20,7 million.

The operating cash flow (Ebitda and working capital movements) resulted in a cash in of € 11,6 million whereas the interest and tax payments led to a cash out of € 1,3 million. All and all the cash went down by € 10,4 million, but leaves the company with sufficient funds to run the business and meet the financial requirements.

Review expectations 2020

As expected, Pandriks continued to grow in 2020 and the construction of a new production line was ready at the end of 2020. The first production came off of the new production line early 2021. The warehouse was also expected to be ready at the end of 2020, however this is taking slightly longer. The opening of the warehouse is now planned for the second quarter of 2021. The expectation that we would be able to move the packaging activities of consumer packed products has been postponed accordingly.

We planned a complete refinancing to make this all possible which was concluded in the second quarter of 2020 as expected.

Finally, we implemented a number of improvements regarding the information technology, particularly in the area of security, as planned. This leads to a more secure overall IT environment.

Expectations for 2021

The new production line in Meppel will be fully operational in the first quarter of 2021. This enables us to facilitate a further increase of turnover. There are ample opportunities in both our home markets, The Netherlands and Germany, as well as the surrounding countries to increase revenue. Furthermore we aim to increase the sales of consumer packed products (Modified Atmosphere Packaging) both under private label and our own brand SlooOW.

After commissioning the new production line in the first quarter and the new cold storage in the second quarter we will be able to achieve significant cost savings, leading to an even more competitive position in the bread market. This competitive cost price combined with the proposition of high quality, organic bread is expected to drive our turnover further. This leads to the expectation that we will order a fourth production line in 2021 to be ready in 2022.

The new cold storage will enable us to reduce food miles significantly. Furthermore we plan to invest in solar panels an our bakeries and we expect all company cars to be electrical in 2021 to reach our ambitious goals regarding the reduction of CO2 emission an become the most sustainable bakery in Europe.

CONSOLIDATED ANNUAL ACCOUNTS 2020

Consolidated balance sheet as at December 31, 2020

Consolidated profit & loss account for the year 2020

Notes to the consolidated financial statements

Notes to the consolidated balance sheet as of December 31, 2020

Notes to the consolidated profit & loss account for the year 2020

1 CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2020

(after appropriation of results)

2 CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR 2020

3 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GFNFRAI

The consolidated annual accounts have been prepared in accordance with Title 9 Book 2 of the Dutch Civil Code.

Valuation of assets and liabilities and determination of the result takes place under the historical cost convention. Unless presented otherwise at the relevant principle for the specific balance sheet item, assets and liabilities are presented at nominal value.

Income and expenses are accounted for on accrual basis. Profit is only included when realized on the balance sheet date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements.

Revenues from goods are recognised upon delivery. The cost price of these goods is allocated to the same period. Revenues from services are recognised in proportion to the services rendered. The cost price of these services is allocated to the same period.

Activities

The activities of Pandriks Holding B.V. (CoC fite 53127749), with registered offices in Meppel, and its group holdings mainly consist of the following:

Registered office, legal form and registration number at the chamber of commerce

The registered and actual address of Pandriks Holding B.V. is Mandeveld 8, P.O. Box 7942 KE in Meppel of business and is registered at the chamber of commerce under number 53127749.

Group structure

In the consolidated annual account Pandriks Holding B.V. the financial data of Pandriks Holding B.V. and the following group companies are included:

LIST OF PARTICIPATING INTERESTS

Pandriks Holding B.V. in Meppel is the head of a group of legal entities. The overview of the data as required in accordance with Articles 2:379 and 2:414 of the Dutch Civil Code is included below:

Starting from 18 November 2019 Pandriks Holding B.V. has given a declaration of liability for all the legal entities in their group.

The companies Pandriks 0/G B.V., Pandriks Bake Off B.V.., Pandriks GmbH, GGG Untgernenehmensfuhrung GmbH & Co. K.G., Biobreadness GmbH and GGG Immobilien GmbH make use of the provision and exemption from publication of the annual accounts. This is an application an the wilde 403 Boek 2 BW.

Section 402, Book 2 of the Dutch Civil Code

Since the income statement for 2020 of Pandriks Holding B.V. is included in the consolidated financial statements, an abridged income statement has been disclosed (in the company financial statements) in accordance with Section 402, Book 2 of the Dutch Civil Code.

Related parties

Related parties are all legal entities where majority ownership, joint control or significant influence can be exercised. All legal entities that can excerise majority ownership are also considered related parties. Statutory directors, key officials in the management of Pandriks Holding B.V., shareholders of Pandriks Holding B.V. and close relatives are all considered related parties.

Consolidation principles

Financial information relating to group companies and other legal entities which are controlled by Pandriks Holding B.V. or where central management is conducted has been consolidated in the annual account of Pandriks Holding B.V. The consolidated annual account have been prepared in accordance with the accounting principles for valuation and result determination of Pandriks Holding B.V.

Comparison with previous year

The valuation principles and method of determining the result are the same as those used in the previous year.

ACCOUNTING PRINCIPLES APPLIED TO THE VALUATION OF ASSETS AND LIABILITIES

Intangible fixed assets

Intangible fixed assets are presented at cost less accumulated amortisation and, if applicable, less impairments in value. Amortisation is charged as a fixed percentage of cost, as specified in more detail in the notes to the balance sheet. The useful life and the amortisation method are reassessed at the end of each financial year.

Tangible fixed assets

Tangible fixed assets are presented at acquisition price, excluding land and buildings, less cumulative depreciation and, if applicable, less impairments in value. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.

As of 2012 the land and buildings have been revaluated. Depecriation is based of the acquisition price with revaluation. The positive revaluation is included in the revaluation reserves with consideration of deferred taxes. Deferred taxes are presented as deferrend tax liability.

The land is not depreciated.

Major maintenance costs are included in the carrying amount of the asset.

Financial fixed assets

Participating interests where significant influence is exercised over the business and financial policy are valued according to the equity method on the basis of the nett asset value. Participating interests without such influence, are valued at the acquisition price, taking into account a provision for value decreases.

Upon initial recognition the receivables on and loans to participations and other receivables are valued at fair value and then valued at amortised cost, which equals the face value, after deduction of any provisions.

The deferred tax claim based on the offsettable loss in Germany is valued at the discounted tax rate of 25% (2019:20%).

The deferred tax claim based on the offsettable loss in the Netherlands is valued at the nominal tax rate of 25% (2019: 25%).

Inventories

Inventories of raw materials and consumables are valued at acquisition price in accordance to the FIFO- method ('first in, first out') or lower net realizable value.

Finished goods are valued at acquisition or production price. The production price includes direct attributable wages and charges for energy cost. The net income value is valued at the sales price minus direct attributable sales cost.

The lower net income value is determined by the individual assessment of the inventories.

Receivables and deferred assets

Upon initial recognition the receivables on and loans to participations and other receivables are valued at fair value and then valued at amortised cost, which equals the face value, after deduction of any provisions. The fair value and amortised cost equal the face value. Any provisions for the risk of doubtful debts are deducted. These provisions are determined based on individual assessment of the receivables.

Cash and cash equivalents

The cash is valued at face value. If cash equivalents are not freely disposable, then this has been taken into account in the valuation.

Subordinated loans

The loans are nominal liabilities.

Provisions

A provision is recognised when the company has a present obligation as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are valued at nominal value.

Deferred tax liability

This tax provision concerns the temporary differences between the valuation in the annual account and the tax valuation of assets and liabilities. The provision is calculated based an the applicable tax rate of 20,00%.

The provisions are mostly long-term.

Non-current liabilities

On initial recognition long-term debts are recognised at fair value. After initial recognition long-term debts are recognised at the amortised cost price.

Current liabilities

On initial recognition current liabilities are recognised at fair value. After initial recognition current liabilities are recognised at the amortised cost price.

When there are no premiums, discounts or transaction costs, the amortised cost is equal to the nominal value.

ACCOUNTING PRINCIPLFS FOR THF DETFRMINATION OF THF RESULT

General

The result is defined as the difference between the revenue from goods delivered and services performed an one hand and, an the other hand, the costs and expenses for that year, valued at historical costs.

Determination of the result

The result is determined based upon the difference between the net turnover and the costs and other expenses taking into account the aforementioned valuation principles.

Net turnover

The net turnover consists of revenue from the sale of goods during the reporting period after deducting discounts, rebates and value added taxes.

Cost of sales

The cost of sales consists of the cost of goods sold and delivered, consisting of direct use of materials, direct wages and machine costs and other direct and indirect production costs that can be attributed to the production.

Employee expenses

Wages and social security charges are incorparated based an the employment conditions in the profit and loss for the amount owed to employees and (tax)authorities.

The Dutch pension premiums are in accordance with the Dutch pension code. The mandatory, contractual and voluntary premiums owed to insurancecompanies are paid by the group. The premiums are incorporated in the employee expenses.

Amortisation and depreciation

The depreciation of the intangible fixed assets is calculated using fixed percentages of the purchase price or the research and development costs.

The depreciation an tangible fixed assets is calculated by using a fixed rate an the acquisition cost based an the expected life cycle. Gains and losses from the occasional sale of property, plant or equipment are included in depreciation.

Future depreciation and amortisation is adjusted if there is a change in estimated future useful life.

Gains and losses from the occasional sale of property, plant or equipment are included in depreciation.

Financial income and expenses

Financial income and expenses comprise interest income and expenses for loans (issued and received) during the current reporting period.

Share in result of participating interests

Where significant influence is exercised over participations, the group's share in the participations' results is included in the consolidated profit and loss account. This result is determined an the basis of the accounting principles applied by Pandriks Holding B.V.

Taxes

Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into account permanent differences between profit calculated according to the annual account and profit calculated for taxation purposes, and with which deferred tax assets (if applicable) are only valued insofar as their realisation is likely.

PRINCIPLES FOR PREPARATION OF THE CONSOLIDATFD CASH FLOW STATEMENT

The cash flow statement has been prepared using the indirect method.

The funds in the cash flow statement consist of cash and short-term debt to financing companies.

Income and expenses related to interest are included in the cash flow statement for operational activities.

Transactions which do not involve the exchange of cash resources, including financial leasing, are not included in the cash flow statement. The repayment part of lease term based on the financial lease contract is considered to be a financial activity expense, while the interest is considered to be an operational activity expense.

4 NOTES TO THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2020

ASSETS

FIXED ASSETS

1. Intangible fixed assets

2. Tangible fixed assets

The plant and buildings include assets valued at € 14.188.000 without legal ownership. The machinery include assets valued at € 450.000 without legal ownership.

3. Financial fixed assets

The German non-current deferred tax claims is valuated at a discounted rate of 25% and consists of unused tax losses in Germany. The Dutch non-current deferred tax claims is valuated at a nominal rate of 25% and consists of unused tax losses in the Netherlands.The expected use of unused tax losses in the next year is classified as current.

CURRENT ASSETS

4. Inventories

Inventories

5. Receivables, prepayments and accrued income

Trade receivables

Taxes and social securities

EQUITY AND LIABILITIES

6. Group equity

Please refer to the notes to the non-consolidated balance sheet on page 34 of this report for an explanation of the equity.

The loans are fully repaid in 2020.

8. Provisions

Deferred tax liability

This provision concerns the temporary differences between the valuation in the annual account and the tax valuation of assets and liabilities. The provision is calculated based on the applicable tax rate of 20,00%.

This asset based facility of max. € 17,500,000 with withdrawal of € 13,731,326 is granted to finance the Meppel assets. Redemptions are paid during a period of 10 years. The interest rate is 2.25% plus 12-m EURIBOR.

As of December 31, 2020 an amount of € 6,156,818 of the loans have a residual term longer than five years.

Asset based Facility A ABN Amro

Carrying amount as of January 1

This asset based facility of € 8,428,184 is granted to finance the Fulda assets. Redemptions are paid during a period of 6 years. The interest rate is 2.64%.

As of December 31, 2020 an amount of € 378,862 of the mortgage loans have a residual term longer than five years.

This is loan was granted to finance liabilities and finance subsidiaries. The interest rate was 4% with a 2% interest charge for risk. The loan is fully repaid in 2020.

Term Facility ABN Amro

This loan of max. € 5,000,000 with withdrawal of € 4,251,652 is granted to finance assets. Redemptions are paid during a period of 10 years. The interest rate is 2.25% plus 12-m EURIBOR.

As of December 31, 2020 an amount of € 2,075,613 of the loans have a residual term longer than five years.

Term Facility Rabobank

This loan of max € 5,000,000 with withdrawal of € 4,251,652 is granted to finance assets. Redemptions are paid during a period of 10 years. The interest rate is 2.25% plus 12-m EURIBOR.

As of December 31, 2020 an amount of € 2,075,613 of the loans have a residual term longer than five years.

Long-term part as at December 31

This financing has been awarded to finance peelboards. The repayment takes place over a period of 3 years. The interest rate is 3,8%.

De Lage Landen Lease 11

This financing has been awarded to finance transportation assets. The repayment takes place over a period of 4 years. The interest rate is 3,985%.

As of December 31, 2020 an amount of € 0 of the loans have a residual term longer than five years.

De Lage Landen Lease GmbH

This financing has been awarded to finance machinery. The repayment takes place over a period of 7 years. The interest rate is 3,5%.

As of December 31, 2020 an amount of € 0 of the loans have a residual term longer than five years.

ABN Amro Lease

This financing has been awarded to finance LED lighting. The repayment takes place over a period of 5 years.

As of December 31, 2020 an amount of € 0 of the loans have a residual term longer than five years.

This financing has been awarded to finance buildings in Germany. The repayment takes place over a period of 10 years. The interest rate is 2,5%.

As of December 31, 2020 an amount of € 1,892,910 of the loans have a residual term longer than five years.

10. Current liabilities

CONTINGENT LIABILITIES

Off-balance sheet commitments

Investment schemes

Pandriks 0/G B.V. and Pandriks Bake Off B.V. have liabilities arising from investment schemes for an amount of € 4,485,000.

These liabilities have been commited for financial year 2021 regarding an expansion of the bakery.

Long-term financial obligations

Lease

The company and its group companies have liabilities arising from operational lease commitments, which amount to € 684.232 in total. The liability within a year amounts to € 234.332 and the liability longer than five years is € 0.

Rental commitments buildings

The company and its group companies have long-term rental commitments, which relate to the rent of the cold store and storage. The commitments amount to € 118.865 in total. The liability within a year amounts to € 107.655 and the liability longer than five years amounts to € 2.090.

Financing

Pandriks Holding B.V., Pandriks 0/G B.V., Pandriks Bake Off B.V. and Bio Breadness GmbH have a joint debt facility of € 40,500,00. This consists of:

Granted collateral:

5 NOTES TO THE CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR2020

11. Net turnover

The revenues increased in 2020 compared to 2019 with 7.0 %.

Emoluments of directors and supervisory directors

The emoluments (including pension obligations) which were charged in 2020 amount to € 788.000 (2019: 747.000) for (former) directors.

Staff

At the company during 2020, an average 117 employees were employed (2019: 128).

13. Amortisation and depreciation

14. Financial income and expenses

15. Taxes

OTHER INFORMATION

1 Provisions of the Articles of Association relating to profit appropriation

Based an article 34 of the statutes the result is at disposal of the General Meeting.

2 INDEPENDENT AUDITOR'S REPORT

To: Board of directors of Pandriks Holding B.V. registered at Meppel

A. Report on the audit of the financial statements 2020 included in the annual report

Our opinion

We have audited the financial statements 2020 of Pandriks Holding B.V., based in Meppel.

In our opinion the accompanying financial statements give a true and fair view of the financial position of Pandriks Holding B.V. as at December 31, 2020 and of its result for 2020 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.

We are independent of Pandriks Holding B.V. in accordance with the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

B. Report on the other information included in the annual report

In addition to the financial statements and our auditor's report thereon, the annual report contains other information that consists of:

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially than the scope of those performed in our audit of the financial statements.

Management is responsible for the preparation of the management board's report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code.

C. Description of responsibilities regarding the financial statements

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such Internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Management should disclose events and circumstances that may rast significant doubt on the company's ability to continue as a going concern in the financial statements.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.:

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out an the complete set of financial information or specific items.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

Einstehenserklärung:

Gesetzliche Verlustübernahme im Rahmen der Organschaft mit der GGG Unternehmensführungs GmbH & Co. KG mit Sitz in Fulda (Amtgericht Fulda HRA 5954) als herrschendes Unternehmen, für diese liegt eine Einstehenserklärung der Pandriks Holding B.V. dahingehend vor, die zum 31.12.2020 eingegangenen Verpflichtungen im folgenden Geschäftsjahr zu übernehmen.

Niederschrift über die Gesellschafterversammlung der GGG Immobilien GmbH

Die GGG Unternehmensführung GmbH & Co. KG mit Sitz in Fulda, eingetragen im Handelsregister des Amtsgerichts Fulda unter HRA 5954 ist alleinige Gesellschafterin der GGG Immobilien GmbH mit Sitz in Fulda, eingetragen im Handelsregister des Amtsgerichts Fulda unter HRB 6965.

Unter Verzicht auf die Einhaltung aller gesetzlichen und satzungsmäßigen Frist- und Formvorschriften für die Einberufung und Durchführung einer Gesellschafterversammlung hält die Gesellschafterin hiermit eine Gesellschafterversammlung der GGG Immobilien GmbH ab und beschließen was folgt:

Damit ist die Gesellschafterversammlung beendet. Weitere Beschlüsse wurden nicht gefasst.

Niederschrift über die Gesellschafterversammlung der Bio Breadness GmbH

Die GGG Unternehmensführung GmbH & Co. KG mit Sitz in Fulda, eingetragen im Handelsregister des Amtsgerichts Fulda unter HRA 5954 ist alleinige Gesellschafterin der Bio Breadness GmbH mit Sitz in Fulda, eingetragen im Handelsregister des Amtsgerichts Fulda unter HRB 6747.

Unter Verzicht auf die Einhaltung aller gesetzlichen und satzungsmäßigen Frist- und Formvorschriften für die Einberufung und Durchführung einer Gesellschafterversammlung hält die Gesellschafterin hiermit eine Gesellschafterversammlung der Bio Breadness GmbH ab und beschließen was folgt:

Damit ist die Gesellschafterversammlung beendet. Weitere Beschlüsse wurden nicht gefasst.

Erklärung der GGG Unternehmensführung GmbH & Co. KG

Zum Zwecke der Erfüllung der Voraussetzungen des § 264 Abs. 3 Satz 1 Nr. 2 HGB erklärt die GGG Unternehmensführung GmbH & Co. KG folgende

Einstandspflicht

zugunsten der Bio Breadness GmbH:

Damit ist die Gesellschafterversammlung This concluded the shareholders' meeting, beendet. Weitere Beschlüsse wurden nicht No further resolutions were passed, gefasst.