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Annual Reportand Accounts 2000

Summary of Results

Shareholder Information

Five Year Summary

Chairman’s Statement

Directors and Secretary

Company Profile

Strategic Objectives

Developments in 2000

EU Banana Regulations

Codes of Best Practice

Operating and Financial Review

Statutory Financial Statements

Notice of Annual General Meeting

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Contents

Fyffes is the leading fresh produce distributor in Europe and the

second largest fresh produce company in the world.

The Group's strategic objective is to increase shareholder value

through organic growth and targeted acquisitions.

Sourcing only the finest quality fresh fruit and vegetables from

around the world, Fyffes’ aim is to satisfy the demands of its

customers by procuring and delivering the widest range of products

to the highest standards of service from state of the art facilities using

the latest technologies, communications and distribution systems.

2 Fyffes plc Annual Report 2000

Summary of Results

14 months to 12 months to

31 December 2000 31 October 1999

€m €m

Turnover 2,229.7 1,886.4

Profit before tax 31.2 83.1(excl. e-commerce, exceptionals and goodwill)

e-commerce (16.9) _

Exceptionals and goodwill (6.8) 0.8

Adjusted earnings per share 5.36 cents 17.05 cents(excl. e-commerce, exceptionals and goodwill)

Total ordinary dividend per share 4.3 cents 4.3 cents

Shareholders’ funds 256.0 284.9

3Fyffes plc Annual Report 2000

Shareholder Information

Market Capitalisation

The market capitalisation of Fyffes plc at 31 December 2000, including the compulsorily convertible preference shares,

was €345 million. The ordinary share closing price at 26 April 2001 was also €100 cents, giving a market capitalisation at

that date of €345 million .

Web Site

The Group’s website was further expanded and enhanced during the period. It contains a wide range of detailed information

on the Group’s activities and products together with all the key financial data on the company. It will be updated on a

continuing basis for all company announcements and other relevant developments, including share price movements.

Investor Relations

Investors requiring further information on the Group are invited to contact: Philip Halpenny, Company Secretary,

Fyffes plc, 1 Beresford Street, Dublin 7, Ireland. Tel: +353-1-887 2700; Fax: +353-1-887 2751;

email: [email protected]

Registrar

Administrative queries about the holding of Fyffes plc shares can be directed to the Company Registrar: Computershare

Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland.

Tel: +353-1-216 3100; Fax: +353-1-216 3151.

Annual General Meeting

The Annual General Meeting will take place at the Burlington Hotel, Ballsbridge, Dublin 4, Ireland on 18 June 2001 at

10.30 a.m. Notice of the meeting and related documentation are included at the back of this report, commencing on page 77.

* covers fourteen month period to December 31 2000.

** Adjusted profit before taxation excludes exceptional items, e-commerce losses and goodwill amortisation.

2000* 1999 1998 1997 1996

Five Year Summary € ’000 € ’000 € ’000 € ’000 € ’000

Turnover 2,229,658 1,886,412 1,905,589 1,853,928 1,814,965

Adjusted profit before taxation** 31,194 83,066 78,907 68,612 61,545

Profit on ordinary activities before taxation 7,528 83,877 78,907 68,612 61,545

Profit on ordinary activities after taxation (600) 65,744 60,822 52,433 49,289

Basic earnings per ordinary share (cents) (4.73) 18.63 16.19 13.34 11.11

Adjusted earnings per share (cents) 5.36 17.05 15.45 12.85 10.72

Dividend per ordinary share (cents) 4.300 4.300 3.583 2.896 2.329

Shareholders’ funds 256,013 284,910 231,908 225,071 199,233

Ordinary Share Price (cents) High Low Period end

Fourteen months ended 31 December 2000 398 68 100

Year ended 31 October 1999 240 150 170


Last year was one of the most difficult experienced by the international banana trade. Throughout 2000, the industry

faced significantly higher costs due to the strength of the dollar, but found it impossible to recover these in higher

selling prices. This was mainly because of the impact of illegal banana imports into the EU for a substantial part of the

period. Fyffes' performance was similarly affected by this adverse trading environment, and we saw the reversal of the

strong growth trends achieved in recent years.

Faced with these difficult market conditions, we took radical steps to reduce Group costs and to rationalise our ripening and

distribution operations, in particular by the restructuring of the Fyffes and Geest activities in the UK. These actions should

deliver cost savings in the region of €20 million per annum for the Group, starting in 2001.

In a significant development for the industry, the EU and the US recently announced an agreement to resolve their

long-standing dispute on bananas. Under the terms of the settlement, banana imports into the EU will continue to be

regulated, with licences being allocated on the basis of historic trade.

The trading situation last year had a very real impact on all of us in the company who, justifiably, have taken great pride in

the strong performance that we have delivered over many years. It is small comfort that Fyffes’ result last year was well

ahead of other operators in the industry. However, right across the Group, people faced up to the difficult conditions and

took the tough decisions necessary to deal with the situation and re-establish our performance going forward. We

continue to have the best team in the business and we thank them for their commitment.

The current year has started positively with a return to more normal trading conditions. The net cash position remains

strong and supports the Group's continuing ambition to grow the business by sizeable acquisitions.

We are confident that we have the strategies in place to enable us to continue to develop at the forefront of our industry.

We believe that we can deliver a much improved result in 2001.

Neil V McCannChairman

25 April 2001

Chairman’s Statement


Directors and Secretary

1. N.V. Mc Cann ChairmanNeil McCann is Chairman of the Group. He

joined the business in the 1950’s and led it to

stock market flotation in 1981 and to its current

position as the largest fresh produce company in

Europe and one of the leading operators in the

global fresh produce industry.

2. G.B. Scanlan Non-Executive, FIBGerry Scanlan is a member of both the Audit

Commitee and chairman of the Compensation

Committee. He is a former Group Chief

Executive of Allied Irish Banks plc and a former

Chairman of the Irish Stock Exchange. He is a

non-executive director of several other companies.

3. R.E. Benner Non-Executive, OBERoland Benner is a member of the Audit

Committee. He was appointed an executive

director in 1983 when the Group acquired F.E.

Benner Limited. For many years, he was

Managing Director of the Group’s Northern

Ireland operations. He became a non-executive

director in December 1999.

4. Dr. P. F. deV. Clüver Non-ExecutiveDr Paul Clüver was co-opted to the board on

13th December 1999. He is Chairman of

Capespan Group Holdings Limited of South

Africa in which Fyffes plc acquired a 10%

shareholding on 4 November 1999. He is also

Chairman of the Unifruco, Vinfruco and Kromco

co-operatives in South Africa. He is a trustee of

the Worldwide Fund for Nature SA.

5. J.P. Tolan Corporate DevelopmentDirector, B Comm, FCAJimmy Tolan joined Fyffes in 1990 from KPMG.

He has managed the Group’s acquisitions team

since 1993. He was appointed to the Board as

Corporate Development Director on 14 June 1999.

6. D.V. Mc Cann Chief Executive, BCLDavid McCann joined the Group in 1986,

having previously practiced as a partner in a

leading Dublin law firm. As Group Managing

Director since 1989, he is responsible for the

Group’s operations. He was appointed Chief

Executive in 1995.

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7. J.F. Gernon, Group Finance Director,FCCAFrank Gernon joined the Group in 1973. He has

held various senior accounting and financial

positions in the Group, including Chief Financial

Officer and Company Secretary. He was

appointed Group Finance Director in January 1998.

8. C.P. Mc Cann Vice Chairman, BBS,MA, FCACarl McCann joined the Group from KPMG in

1980. He was Finance Director from 1983 to 1998

and became Vice Chairman in 1988. He was

recently appointed as an Irish government

nominee to The Trade and Development Body

established by the North - South Ministerial

Council of Ireland.

9. A.J. Ellis CBE, FCCA, FCMAJohn Ellis joined Fyffes Group Limited in

London in 1954 and held a number of senior

financial positions prior to being appointed its

Chief Executive Officer in 1969 and Chairman in1984. He was appointed to the Fyffes plc Boardin 1991.

10. D.J. Bergin Non-Executive, BA, LLBDenis Bergin is Chairman of the Audit

Committee and a member of the Compensation

Committee. He is a former partner in the leading

Irish law firm, Arthur Cox. He is a director of

several other companies.

11. P.T. Halpenny Company Secretary, FCA, BBSPhilip Halpenny joined the Group in 1991 from

PriceWaterhouseCoopers as Special Projects

Manager. He became Managing Director

Corporate Affairs in 1996 and was appointed

Company Secretary in January 1998.

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“...Fyffes imports nearly 40 million boxes of bananasper annum into Europe...”...’

Company Profile


Fyffes is the largest importer

and distributor of fresh fruit

and vegetables in Europe

Company ProfileThe scale and scope of the Fyffes business has increased over the

last fourteen months, largely due to the completion of the

Capespan transaction in November 1999. It continues to be the

largest importer and distributor of fresh fruit and vegetables in

Europe, one of the largest companies in the international produce

sector and the fifth largest operator in the world banana business.

The Group is directly involved at all stages of the fresh produce

supply chain, including procurement, shipping, importation,

marketing and distribution. It also adds value to the products it

handles through ripening, processing, pre-packing and the

provision of marketing services.

Depending on the type of product, Fyffes takes on different roles in

supplying its customers' needs. In bananas, it acts as principal,

buying direct from growers in the producing countries. For other

produce, it acts both as principal and as marketer and distributor

for major international grower organisations.

BananasThe Group's bananas are sourced from the three main banana

producing areas of the world: the EU (The Canary Islands and

Martinique), the Caribbean ACPs (Windward Islands, Jamaica,

Belize and Suriname) and Latin America (Colombia, Honduras,

Guatemala and Costa Rica). The Geest banana business is the

main operator in the Windward Islands.

Slightly more than 50% of Fyffes' bananas are sourced from Latin

America with the balance coming from EU and ACP suppliers.

In general, the Group prefers to enter into long term contracts with

local producers rather than to own banana farms.

These twin policies of maintaining a range of sources and

reducing the level of farm ownership significantly reduce Fyffes'

exposure to the climatic and other risks associated with banana

production. The Group does, however, provide technical and other

support services to its growers.

Fyffes imports nearly 40 million boxes of bananas per annum into

Europe and is joint No.1 supplier to the EU market.

“...sources, ships, imports, markets and distributesfresh produce from around the world...”

Company Profile


ProduceIn the case of fresh produce other than bananas,

Fyffes acts both as principal and as marketer and

distributor for major international producer

organisations, such as Capespan, Carmel, Zespri

and Maroc. It also imports and distributes a

complete range of fresh produce from growers

and shippers in North and South America and

across Continental Europe.The alliance between

Fyffes and Capespan makes the combined entity

the biggest single supplier of fresh produce to the

whole of Europe handling approximately 160

million cases of produce per annum. It also

guarantees Fyffes security of supply for the

complete range of fresh produce products for

the full twelve months of the year.

DistributionOne of the keys to Fyffes' success in the produce

industry is its sophisticated distribution network

which delivers fresh fruit and vegetables to

supermarket shelves and customers' premises

across Europe direct from the highest quality

sources throughout the world.

This process starts with a fleet of 15 refrigerated

ships, each of which is compartmentalised to

enable different products to be carried at the

optimum holding temperature. The capacity of

these ships ranges from 100,000 to 250,000 boxes

(1,850 to 4,650 tonnes) each.

A procurement office in Coral Springs, Florida sources fresh produce directly from the Caribbean and Central America

to supplement banana volumes and to maximise transport efficiency.

On reaching port, Fyffes' produce is distributed from large, state of the art distribution facilities strategically located

near large centres of population so as to maximise the opportunities for market penetration. The Group operates from

approximately 70 physical locations spread throughout Europe, comprising ripening centres, distribution warehouses,

market stands and administrative offices.

More than 2,500 employees worldwide are committed to the task of delivering the finest quality produce to Fyffes'

customers on time and in prime condition.

“... delivering the finest quality produce to customers on time and in prime condition...”

Company Profile


Fyffes imports and

distributes a complete range of

fresh produce from the

Americas and from Continental

Europe

Strategic ObjectivesThe Board and management of Fyffes remain firmly

focused on the creation and maximisation of

shareholder value. This is achieved through growing

the business organically and by selective acquisitions,

and by maintaining tight control over costs.

The balance between these strategies varies from

time to time. In the market conditions of last year,

the focus was very much on optimising operational

structures so as to achieve the flexibility necessary to

fit the changing environment. With continuing

strong cash flows and the healthiest balance sheet in

the international fresh produce sector, Fyffes is well

placed to develop its business further, to continue the

process of consolidation in the industry and to build

towards its ambition of being the number one fresh

produce company in the world.

Developments in 2000The difficult market conditions of the last fourteen

months called for swift and decisive action in several

areas of the business. Tough decisions were taken to

reduce costs and improve efficiency across all

operations. Non-performing activities were

terminated. The Group withdrew from all of its

banana farming activities in the Tropics. In addition,

in January 2001 the ripening and distribution

activities of Fyffes and Geest were merged, leading to

more efficient and streamlined banana operations in

the UK.

In November 1999, Fyffes completed the acquisition

of 50% of Capespan Europe, the exclusive marketer

of the famous Cape and Outspan brands in Europe.

At the same time, it acquired 10% of the parent

company, Capespan South Africa. While the first

year of ownership was adversely affected by

unusually bad weather during the growing season in

southern Africa, it is expected to make a positive

contribution going forward.

“... a complete range of fresh produce for the fulltwelve months of the year...”

Company Profile


Codes of Best PracticeA large proportion of Fyffes' fresh produce originates

in developing countries. The Group is acutely aware

of the ethical issues associated with the products that

it sources and sells, and it has established codes of

best practice to be complied with by its direct

suppliers. These are designed to reduce the impact

of agricultural production on the environment and

to ensure fair and equitable treatment of employees

in compliance with the labour laws applicable in

each jurisdiction. Regular compliance tests are

carried out to ensure that these codes of best practice

are being adhered to.

The Group's e-commerce activities experienced

varying fortunes during the period.

worldoffruit.com, which set out to establish a net

market place for the global fresh produce industry,

suffered from the collapse of the capital markets'

sentiment towards technology projects, as a result

of which the external funding necessary to take the

business forward as planned was not available.

This company has now scaled back its activities to

maintenance levels. On the other hand,

IngredientsNet.com, a joint venture with Glanbia

plc, has successfully established itself as an

e-procurement platform provider for the global

food ingredients market and is making good

progress in providing internet-based procurement

services to a number of major players in this sector.

On the capital side, in addition to some minor

acquisition activity, the main expenditure was on

new ripening and distribution facilities across

Europe, including a new national ripening centre

for Ireland, a similar facility serving Scotland and

Northern England and a new head office building

in Dublin, Ireland. This outlay was substantially

offset by the proceeds from the disposal of a

number of non-core and development properties

during the period, mainly in Ireland and the UK.

EU Banana RegulationsFollowing lengthy negotiations, the EU and the US

have recently announced a settlement of their long

running dispute about the way in which the EU

regulates the importation of bananas. As a result

of this agreement, the EU banana market will

continue to be regulated by means of quotas, with

the licences being allocated to individual operators

on the basis of their past trade. This new

arrangement will remain in place at least until 1

January 2006. Fyffes has consistently held the

view that a system based on historic activity is in

the best interests of the Group and of its suppliers.

Company Profile


Results for the year

Change of year endAs a result of the decision to change the accounting reference date of the Group to 31 December, announced in October 2000, these financial

statements cover a fourteen month period from 1 November 1999 to 31 December 2000.

OverviewThis financial period represented the most difficult in the Group's history as reflected by a significant reduction in profits, breaking a more

than 40 year record of annual increases in profitability.

Many factors combined to give rise to the reduction in profits. The most significant being that, in common with every major operator in

the industry, the Group's banana division experienced an extremely difficult trading environment throughout most of the period. The

principal factors affecting the performance of this division were the weakness of the Euro and Sterling against the US Dollar and extra

volume in the marketplace, particularly as a result of illegal imports during the first half of the period. In response to these circumstances,

the Group has carried out a thorough review of all aspects of its banana business and has taken radical steps to reduce costs and to

rationalise its ripening and distribution operations, particularly the restructuring of the Fyffes and Geest activities in the UK. These

actions are expected to deliver costs savings in the region of €20 million per annum for the Group, starting in 2001.

A further significant factor was the €16.9 million development and operating costs expensed in the period in the Group's e-commerce

businesses. In addition, the first time contribution from the Group's 50% investment in Capespan Europe was an operating loss of €2.1

million, due mainly to the severe weather conditions in South Africa in the early part of 2000.

TurnoverTotal turnover for the period increased from €1,886.4 million in the year ended 31 October 1999 to €2,229.7 million for the fourteen

months ended 31 December 2000 and includes, for the first time, the Group's share of the turnover of Capespan Europe, amounting to

€167.2 million. The additional turnover resulting from the inclusion of November and December 1999 in this fourteen month period

amounted to €279.3 million.

Operating profitOperating profit in the fourteen month period ended 31 December 2000 from fresh produce activities, excluding e-commerce activities and

goodwill amortisation, amounted to €27.8 million, including the Group's share of the operating losses in Capespan Europe of €2.1 million.

This includes operating losses of €5.8 million in two extra months, November and December 1999. The comparative figure for the twelve

months ended 31 October 1999 was €80.2 million. The geographical analysis below shows that the reduction in profits was more

pronounced in Ireland and the UK where the Group is more dependant on bananas.

Ireland/UK Europe Total2000 1999 2000 1999 2000 1999€m €m €m €m €m €m

Turnover 1,059.3 909.1 1,170.4 977.3 2,229.7 1,886.4

Operating profit 7.7 38.6 20.1 41.6 27.8 80.2

geographical analysis excluding e-commerce & goodwill amortisation



e-commerce activitiesIn late 1999, the Group announced the establishment of worldoffruit.com, a net marketplace for the global fresh produce industry. However,

the external funding necessary to take the business forward as planned has not been available and the Group announced, in January 2001, that

the company has significantly scaled back its activities. All development and operating costs relating to worldoffruit.com, amounting to

€15.6 million in the period, have been expensed in the profit and loss account and classified as discontinued operations under the

requirements of Financial Reporting Standard No. 3.

In March 2000, the Group announced the establishment of a joint venture with Glanbia plc to create IngredientsNet.com, an e-procurement

platform provider for the global food ingredients market. The two companies have committed capital of €2.5 million each to fund the

start-up phase of this project. IngredientsNet.com launched its trading platform in late summer 2000 and is making good progress in

providing internet-based procurement services to a number of major players in the food ingredients sector. The Group's share of its

operating costs up to 31 December 2000 amounted to €1.3 million.

Exceptional itemsLargely in response to the difficult market conditions that prevailed in the period, the Group disposed of or terminated the activities of a

number of non-performing operations giving rise to exceptional losses, as defined by paragraph 20 of Financial Reporting Standard No. 3,

of €12.96 million. These included the termination of activities in a fruit packing business in Chile in which the Group has a 50% interest and

the disposal and termination of the Group's various farming interests in the Caribbean. These costs were partly offset by profits on disposal

of a number of non-core and development properties, mainly in Ireland and the UK, amounting to €10.45 million.

In addition to these exceptional items, which amount to a net pre-tax loss of €2.5 million, the Group's share of exceptional items in the Geest

joint venture, relating to the fundamental restructuring of its activities in the UK, amounted to €2.8 million.

A number of significant non-recurring items of income and expense also arose during the period which net out to a relatively immaterial

amount. These are detailed in note 7 to the financial statements on page 48.

Net interest and financial incomeNet interest and financial income in Fyffes and subsidiaries was €8.8 million for the fourteen months ended 31 December 2000 compared to

€6.6 million in the twelve months ended 31 October 1999. The increase includes €1 million dividend received from the Group's 10%

investment in Capespan South Africa, combined with higher interest rates during the period and income from the management of the

Group's currency exposures. The Group's share of the net interest expense of its joint ventures and associates was €5.4 million in the

period compared to €3.7 million in the previous year.

TaxationThe tax charge for the fourteen months ended 31 December 2000 was €8.1 million, including a charge of €2.4 million in respect of the

exceptional items. The effective tax rate applicable to continuing operations in the period was 20% compared to 21.6% in the previous year.

Adjusted earnings per shareThe full details of the calculation of earnings per share is set out in note 11 in the financial statements on pages 51 and 52. The adjusted

earnings per share for the fourteen months to 31 December 2000 were €5.36 cents, compared to €17.05 cents in the twelve months ended

31 October 1999. The equivalent figure for November and December 1999 was a loss of €1.41 cents. Adjusted earnings per share excludes

exceptional items, e-commerce activities, goodwill amortisation and reflects the mandatory conversion of the Group's preference shares in

November 2001.

DividendThe Board is proposing a final dividend for the period of €3.2549 cents per ordinary share, the same figure as in the year ended 31 October

1999. Combined with the interim dividend of €1.0451 cents, this gives a total dividend for the period of €4.3 cents, the same figure as last

year. The final dividend, which will be subject to Irish withholding tax rules, will be paid on 22 June 2001 to shareholders on the register on

25 May 2001.



Shareholders' fundsThe table above summarises the movements in shareholders' funds over the past three financial periods.

Cash flowNet cash at 31 December 2000 was €87.5 million compared to €138.7 million at 31 October 1999. During the period the Group spent

almost €100 million on fixed assets, investments and acquisitions (including deferred consideration payments in respect of prior year

acquisitions). This expenditure was partly offset by proceeds from the disposal of surplus assets and certain investments of €42.1 million.

Operations generated cash of €33.9 million in the period and this covered the tax and dividend payments in the period.

The summarised cash flow opposite shows how the Group generated, spent and reinvested its cash during the past five years. Over that

period, €339 million has been invested in acquisitions, investments and fixed assets.

Capital expenditure and investmentDuring the period the Group invested heavily in new ripening and distribution facilities. Expenditure amounted to €45.1 million and arose

mainly in Ireland, the UK, Spain and The Netherlands. This expenditure was partly offset by the disposal of surplus properties, mainly in

Ireland and the UK, which realised proceeds of €35.2 million.

In addition, the Group spent €21.2 million on investments in the period which includes €17.4 million in respect of the Group's 10% stake

in Capespan South Africa, with the balance being invested in certain government securities acquired by a subsidiary company in Europe.

This expenditure on investments was partly offset by proceeds on disposal of similar government securities and certain other small

investments amounting to €7.0 million.

Balance sheet, cash flow and related matters

2000 1999 1998

movement in shareholders’ funds €m €m €m

At beginning of period 284.9 231.9 225.1

Result for period (7.5) 59.9 53.6

Dividends (19.0) (18.3) (16.4)

Currency movements (1.7) 17.1 (3.7)

Shares issued 0.8 0.7 3.8

Shares brought back – (8.3) (8.3)

Goodwill adjustment (1.5) 1.9 (22.2)

At end of period 256.0 284.9 231.9



2000 1999 1998 1997 1996

summary cashflows €m €m €m €m €m

Opening net cash 138.7 116.6 113.0 89.8 87.0

Inflows

Operating cash inflow 33.9 71.1 74.8 67.2 54.6

Dividends received from joint ventures & associates 2.9 4.7 6.2 3.1 1.2

Disposal of subsidiaries, joint ventures & associates (incl. debt) (2.9) 20.9 6.4 – 16.9

Disposal of fixed assets & investments 42.1 28.3 11.8 8.0 5.6

Shares issued for cash & acquisitions 0.8 0.7 0.7 7.0 4.3

Net funds acquired with subsidiaries – 0.3 0.3 – 10.3

Other net inflows 1.2 9.9 4.3 5.6 (5.2)

Total inflows 78.0 135.9 104.5 90.9 87.7

Outflows

Acquisitions (gross) (22.5) (12.7) (25.1) (33.0) (37.8)

Deferred consideration included above – 1.0 6.4 18.0 12.1

Deferred consideration payments (9.2) (10.9) (2.8) (3.8) (2.8)

Expenditure on fixed assets (45.1) (25.8) (36.4) (18.4) (28.2)

Expenditure on investments (21.3) (24.1) (5.4) (3.2) –

Taxation paid (10.3) (16.3) (17.3) (11.8) (16.6)

Dividends to shareholders (20.8) (16.7) (12.0) (12.6) (11.6)

Net debt acquired with subsidiaries – – – (2.9) –

Share buyback – (8.3) (8.3) – –

Total outflows (129.2) (113.8) (100.9) (67.7) (84.9)

Closing net cash 87.5 138.7 116.6 113.0 89.8



Acquisitions and disposalsDuring the period the Group spent €22.5 million on new acquisitions. This includes €20.1 million in respect of the acquisition of 50% of

Capespan Europe with the balance relating primarily to two small subsidiaries acquired in Spain.

As noted earlier the Group disposed of and terminated a number of operations during the period, mainly in the Caribbean, South America

and the UK, giving rise to exceptional losses of €13 million. These disposals and terminations gave rise to net cash outflows of €2.9 million.

Treasury activity and financial instrumentsThe Group finances its operations through a combination of retained profits and its net cash resources. Its financial instruments, which

arise from this financing activity, comprise bank deposits, bank loans, preference share capital and, from time to time, certain financial assets

such as government securities, commercial paper and other trade investments. Other financial instruments such as trade debtors and trade

creditors arise directly from operations. In addition, the Group enters into derivative instruments with a view to managing the currency risk

and to a lesser extent the interest rate risk arising from its operations.

The principal risks which arise from these financial instruments are foreign currency risk, interest rate risk and liquidity risk. The Board has

determined the policies for managing these risks as set out below and these remained unchanged throughout the financial period. It is

Group policy to manage these risks in a non-speculative manner.

While many of the Group's operations are carried out in Euro-zone countries, it also has significant operations in the UK and Denmark as

well as in a number of smaller countries. As a result, the Group's Euro denominated balance sheet is exposed to currency fluctuations, in

particular to GBP/EUR movements. While the net investment in overseas operations are initially hedged by currency borrowings, going

forward these businesses generally fund their operations locally. The Group also has large transactional currency exposures since a

significant portion of its costs, in particular product purchases, are denominated in US Dollars, while a similarly significant portion of its

revenues are in non-Euro currencies including Sterling and Danish Kroner.

The general approach of the Group to managing its exposure to interest rate fluctuations is to maintain the majority of its deposit and loan

portfolios on floating rates. Rates are usually fixed for relatively short periods in order to match funding requirements and to be able to

benefit from opportunities from movements in longer term rates. Derivative instruments such as forward rate agreements and interest rate

swaps are used from time to time to further manage the exposure to interest rate fluctuations.

In relation to liquidity the Group's policy is to maintain the majority of its net cash balances on relatively short term maturities to match its

funding requirements and to reflect the prudent approach of the Board to cash balances. Net cash is invested with institutions of the highest

credit rating, with limits, approved by the Board, on the amounts held with individual banks or institutions at any one time. It is also the

policy of the Group to have adequate committed undrawn facilities available at all times to cover unanticipated financing requirements.

The numerical disclosures now required under Financial Reporting Standard No. 13 in relation to the above risks are set out in note 36 to

the financial statements commencing on page 71.

Accounting policies and standardsThe Group remains committed to the adoption of best practice in the preparation of its financial statements. During the period Financial

Reporting Standard No. 15 - Tangible Fixed Assets - became applicable. Its implementation had no significant implications for the Group,

as explained in note 15 on page 54 of the financial statements. Financial Reporting Standard No. 16 - Current Tax - also became applicable

and similarly had no significant implications for the Group.

Introduction of Euro notes and coinsThe Group has already addressed most of the issues which arise from the introduction of the Euro. It is satisfied that it is well placed to deal

with the final phase of the Euro implementation plan, the introduction of Euro notes and coins and the phasing out of domestic currencies

in the participating member states, in February 2002.


Directors and other information

Directors’ report

Corporate governance report

Compensation committee report

Statement of directors’ responsibilities

Auditors’ report

Statement of accounting policies

Group profit and loss account

Other statements

Group balance sheet

Company balance sheet

Group cash flow statement

Notes forming part of the financial statements

Principal subsidiaries, joint ventures and associates

Notice of Annual General Meeting

22

23

25

29

34

35

36

39

40

41

42

43

44

74

77

Contents


Directors and other information

Fyffes plc

Neil V. McCann ChairmanCarl P. McCann Vice ChairmanDavid V. McCann Chief ExecutiveA. John Ellis CBE (UK)John F. GernonJimmy P. TolanRoland E. Benner OBE Denis J. BerginDr. Paul F. ClüverGerald B. Scanlan

Fyffes Group Ireland Limited

Eugene J. Caulfield ChairmanJohn V. BrowneMichael C. ClerkinFrank J. DavisDonal W. EarlsRichard G. KieranStephen J. McAdamFrancis G. McKernanAnthony G. McLoughlinCharles D. ShaughnessyThomas G. ShieldsLaurence P. Swan

Fyffes Group Limited

A. John Ellis CBE ChairmanCoen BosRory P. ByrneEugene J. CaulfieldFrank J. DavisAndrew H. Denham-SmithDavid J. FlynnMichael J. KeySeamus MulvennaThomas G. Murphy

Secretary and registered office

Philip T. Halpenny1 Beresford StreetDublin 7.

Auditors

KPMGChartered Accountants1 Stokes PlaceSt. Stephen's GreenDublin 2.

Solicitors

Arthur Cox S.J. Berwin & Co.Arthur Cox Building 222 Grays Inn RoadEarlsfort Terrace London WC1X 8HB.Dublin 2.

Niles Barton & Wilmer111 S. Calvert StreetSuite 1400 Baltimore Maryland 21202-6185U. S. A.

Bankers

Allied Irish Banks plc Barclays Bank PLC Bankcentre Pall MallBallsbridge London SW1Y 5AX.Dublin 4.

ABN AMRO Foppingadreef 221102 BS AmsterdamThe Netherlands.

Stockbrokers

J. & E. Davy49 Dawson StreetDublin 2.

HSBC Securities10 Queen Street PlaceLondonEC4R 1BI

Registrars

Computershare Services (Ireland) LimitedHeron HouseCorrig RoadSandyford Industrial EstateDublin 18.


Directors’ report

The directors present their report to the shareholders, together with the audited financial statements for the period ended 31 December 2000.

Principal activities and business review

Fyffes plc is a major distributor of fresh fruit and produce in Ireland, the UK and Continental Europe. A detailed business review is included in

the Chairman's Statement, Company Profile and Operating and Financial Review on pages 5 to 20.

Profit

Details of the profit and movements on the profit and loss account for the period ended 31 December 2000 are set out on pages 39 and 40.

Dividends

The interim dividend of €1.0451 cents (1999:€1.0451 cents) per ordinary share was paid on 1 August 2000. It is proposed to pay a final

dividend of €3.2549 cents (1999:€3.2549 cents) per ordinary share. The total dividend for the period is €4.3 cents (1999: €4.3 cents) per

ordinary share. Dividends on the preference shares are paid on 1 November and 1 May each year. Consequently in the financial period from

1 November 1999 to 31 December 2000 three dividends of €5.2376 cents each were paid on these shares. The next interim preference

dividend is due to be paid on 1 May 2001 and, at 31 December 2000, an accrual equal to one third of the dividend due on that date has been

accrued.

Future developments

A review of future development of the business is included in the Chairman's Statement, Company Profile and Operating and Financial Review

on pages 5 to 20.

Directors and secretary

On 9 February 2000, James F. Flavin resigned from the Board. Neil V. McCann, John F. Gernon and Gerald B. Scanlan retire from the Board in

accordance with the Articles of Association and, being eligible, offer themselves for re-election. None of these directors has a service contract

with any Group company.

Directors’ and company secretary’s interests

Details of the directors’ and company secretary’s share interests and interests in share options of the company are set out in the compensation

committee report on pages 29 to 34.

Substantial holdings

The directors have been notified of the following significant interests in the issued ordinary share capital of the company at 31 December

2000:

Number of

Ordinary Shares Percentage

Balkan Investment Company and related parties 34,566,579 11.4%

The shares attributed to Balkan Investment Company and related parties include those shares owned by Neil V. McCann, Carl P. McCann and

David V. McCann as shown on page 32, who are directors of Balkan Investment Company. Neil V. McCann is deemed, within the meaning of

the Companies Act, 1990, to have an interest in the shares owned by Balkan Investment Company and related companies. On 12 January

2001, Balkan Investment Company and related companies purchased an additional 5,500,000 shares to bring the shares attributed to Balkan

Investment Company and related parties to 40,066,579, amounting to 13.2% of the shares in issue at that time.

In addition, Bank of Ireland Nominees Limited has notified the directors that it holds between 10% and 15% of the issued ordinary share

capital of the company. AIB Custodial Nominees Limited and Marathon Asset Management Limited have notified the directors that they hold

between 5% and 10% of the issued ordinary share capital of the company. Bank of Ireland Nominees Limited, AIB Custodial Nominees Limited

and Marathon Asset Management Limited state that these shares are not beneficially owned by them. Aberdeen Asset Management Ireland

Limited has notified the directors that they hold between 3% and 5% of the issued ordinary share capital of the company. The Board has not

been notified of any other holdings of 3% or more of the issued ordinary share capital of the company.

At the beginning of the financial period, DCC plc owned 31,169,493 ordinary shares in the company, accounting for 10.5% of such shares in

issue at that time. On various dates during February 2000 DCC plc sold their entire holding of Fyffes plc ordinary shares.


Directors’ report (continued)

Directors' interests in contracts

None of the directors had a beneficial interest in any material contract to which the holding company or any subsidiary undertaking was a

party during the period.

Treasury shares

At 31 December 2000 the number of treasury shares held amounted to 9,021,610 ordinary €6 cents shares at a cost of €16,582,000 (1999:

9,021,610 ordinary €6 cents shares at a cost of €16,582,000). These shares were delisted in the prior year. These shares represent 3% of the

ordinary shares in issue at 31 December 2000.

Introduction of the Euro

Details of the Group’s activities in relation to the introduction of the Euro are set out in the operating and financial review on pages 16 to 20.

Health and safety

Fyffes plc is committed to complying with the Safety, Health and Welfare at Work Act, 1989. Safety statements are prepared for all relevant

companies in the Group to assist in ensuring a safe place and system of work.

Auditors

In accordance with Section 160 (2) of the Companies Act, 1963, the auditors, KPMG , Chartered Accountants, will continue in office.

Subsidiary, joint venture and associated undertakings

Information on the principal subsidiary, joint venture and associated undertakings is included on pages 74 to 76 .

On behalf of the Board

Neil V. McCann John F. Gernon

Chairman Finance Director

21 March 2001


Corporate governance report

Application of the Combined Code principles

Fyffes plc is firmly committed to business integrity, high ethical values and professionalism in all its activities and operations. As an essential

part of this commitment, the Board endorses the highest standards in corporate governance. This report describes how Fyffes plc applies the

principles and provisions of the Combined Code on Corporate Governance of the London and Irish Stock Exchanges (“the Combined Code”).

Compliance with the Combined Code provisions

Having regard to practical difficulties in achieving compliance specific to the change in the accounting year-end, and except for certain other

matters which are described below, the directors confirm that Fyffes plc has complied, throughout the accounting period ended 31 December

2000, with the provisions of the Combined Code.

The Board of directors

Fyffes plc is led by a strong and effective Board of directors (see biographical details set out on pages 5 and 6). The Board has consisted of

executive directors (of at least six in number throughout the period) and non-executive directors (averaging four in number throughout the

period). At 31 December 2000 there were ten directors, four of which were non-executive.

Each of the executive directors has extensive knowledge of the fresh produce industry, in addition to wide-ranging business skills and

commercial acumen. All of the directors bring an objective judgement to bear on issues of strategy, performance, resources (including key

appointments) and standards of conduct. Board members are selected because of their pertinent experience and appropriate training is

available to them where considered necessary.

Enhanced and effective governance is achieved by the separation of the roles of chairman and chief executive, as this division of

responsibilities at the head of the company ensures a balance of power and authority.

The Board of Fyffes considers that throughout the accounting period, the majority of its non-executive directors were independent. Roland

Benner had been a former employee of the company and an executive director up to his change in status to non-executive director on 13

December 1999, and as such the Board does not consider him to be fully independent within the meaning of the Combined Code. The full

Board believes all of its non-executive directors are independent in approach and that they bring an unfettered perspective to their advisory

and monitoring roles.

The Board meets regularly throughout the year. There are six routinely scheduled Board meetings held annually, in addition to which

meetings are called as and when issues arising would warrant. The Board and its committees are supplied with high quality, up-to-date

information for review prior to each meeting to enable them to discharge their duties. The Board has identified and formally adopted a

schedule of key matters that are reserved for its decision, with certain other matters delegated to Board committees, the details of which are

set out below. There is an agreed Board procedure enabling directors to take independent professional advice at the company’s expense.

There is open communication between senior executive management and Board members.

Each Board member has access to the advice and services of the company secretary, who is responsible to the Board for ensuring that

appropriate procedures are followed, and that applicable regulations are complied with. The appointment and removal of the company

secretary is specifically reserved for the approval of the Board.

The Memorandum and Articles of Association require that one third of the Board must go forward by rotation for re-election at the Annual

General Meeting (AGM) each year, together with all new directors appointed since the previous AGM.

Details of the subcommittees appointed by the Board are as follows:

Audit committee

This committee, which comprises three non-executive directors, namely Roland Benner, Denis Bergin (Chairman) and Gerry Scanlan, reviews

internal control matters and the scope and effectiveness of internal and external audit. The finance director, the head of internal audit, and a

representative of the external auditors normally attend meetings.


Corporate governance report (continued)

Compensation committee

The compensation committee, which has responsibility for executive directors remuneration, is comprised exclusively of non-executive

directors, namely Denis Bergin and Gerry Scanlan (Chairman). The Board considers that both of the directors are independent in the exercise

of their duties on this committee. The detailed responsibilities of the committee are set out in the compensation committee report on pages 29

to 34.

Nomination committee

The Board has not appointed a separate nomination committee, believing that the entire Board of directors more appropriately undertakes to

nominate candidates in addition to ratifying their appointment.

Risk committee

In September 1999, the Turnbull Working Group, which was set up to provide guidance to assist directors of listed companies to implement

the Combined Code provisions relating to internal controls and risk management, issued its final report ("the Turnbull Guidelines"). In

response to this initiative, the Board established a separate risk committee in February 2000, the terms of reference of which are to revert to

the Board with its assessment of the key risks facing the Group, and to assist the Board in fulfilling its responsibility as to the manner in which

risk is recognised, assessed, and managed on an on-going basis. The members of the committee, which met several times during the period,

are Roland Benner, Denis Bergin, Frank Gernon (Chairman), Carl McCann and Gerry Scanlan. A senior member of executive management is

dedicated to executing the process under the direction of the committee.

Internal controls and the management of risk

The Board is ultimately responsible for the overall system of internal controls for the company and its subsidiaries and for reviewing the

effectiveness of these controls. The system is designed to manage risks that may impede the achievement of the Group’s business objectives

rather than to eliminate these risks. The internal controls system therefore provides reasonable assurance (but not absolute assurance),

against material misstatement or loss.

The key risks, which might impair the business from achieving its objectives, are identified and assessed by conducting detailed reviews with

executive managers at divisional level. Divisional management thereafter becomes charged with the cost efficient mitigation of the risks within

their areas of responsibility. Evaluation and suggestions for strategic change are reviewed by the risk committee, which in turn appraises the

Board of its findings. In studying the report of the risk committee, the Board also conducts its own risk identification and assessment so that it

becomes sufficiently aware of the principal threats that may jeopardise the Group.

The process of management of risk within Fyffes is co-ordinated by the risk committee, which meets regularly to develop the process

consistently throughout the Group, to review findings and to periodically advise the Board of its conclusions.

The Board, through its risk committee, has reviewed and updated the process for identifying and evaluating the significant risks affecting the

business, and the policies and procedures by which these risks are managed effectively. The Board has embedded these structures and

procedures throughout the Group, and considers them to be a robust and efficient mechanism to create a culture of risk awareness at every

level of management.

The directors regard the ongoing implementation of the Turnbull Guidelines as a positive mechanism for change, adding value in the interests

of shareholders by utilising sound and considered judgement, while simultaneously making the organisation alert to best management

practices.

Fyffes continues to operate a vigorous internal audit function under the direction of the audit committee. Both the internal audit and risk

management functions facilitate each other, and together with divisional management, they provide the Board with distinct sources of

reasonable assurance as to the effectiveness of the system of internal controls that governs the Group’s control environment.



Communication with shareholders

Communication with shareholders is given a high priority in Fyffes and there is regular dialogue with individual shareholders, as well as

general presentations at the time of the release of the annual and interim results. The Group issues its results promptly to individual

shareholders and also publishes them on the company’s website (www.fyffes.com).

There is a business presentation provided at the Group’s AGM followed by a question and answer forum which offers shareholders the

opportunity to question the Board. The AGM is valued by the Board as an occasion where individual shareholders’ views and suggestions can

be noted and considered by the directors, and the procedures at such meetings are in accordance with the provisions of the Combined Code.

Accountability and audit

The contents of the operating and financial review, the directors’ report and financial statements (in addition to official company press releases

and interim results issued during the period) have been reviewed in order to seek a balanced presentation, and that the company’s position

and prospects are understandable by shareholders.

A summary of directors’ responsibilities in respect of the financial statements is given on page 34. The system of internal controls and risk

management designed to safeguard shareholders’ investment and the company’s assets is set out above. The audit committee, whose

composition and functions are described above, has considered in conjunction with the external auditors, the accounting policies adopted in

the financial statements and has examined the internal controls that have been established within the Group.

Going concern

After making enquiries, the directors have a reasonable expectation that the company, and the Group as a whole, have adequate resources to

continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the

financial statements.

Senior non-executive director

Gerry Scanlan was appointed as the senior independent non-executive director on 9 December 1999, and continues to act in that capacity.

Change of accounting date

During the period the Board resolved to change the accounting year-end of the company and the Group from 31 October to 31 December.

Consequently the financial statements cover the trading activity from 1 November 1999 to 31 December 2000, a period of 14 months.

Although the company strives to conform to the provisions of the Combined Code, full compliance was not practically feasible for the whole

of the accounting period in the following respects:

• Up to the appointment to the Board of Dr. Paul Clüver on 13 December 1999 as non-executive director, and the change in status from

executive to non-executive director of Roland Benner on the same date, the non-executive directors had not comprised at least one third of

the Board. For the remainder of the period since 13 December 1999 the company has complied with this recommendation of the Combined

Code.

• The Turnbull Guidelines provided for transitional arrangements for companies with accounting periods ending on or before 22 December

2000, which required the Board to state that procedures necessary to implement the guidance had been established by the period end. For

companies with accounting periods ending on or after 23 December 2000, the directors are required to confirm that the procedures are in

place for the whole of the accounting period up to the date of the annual report. In recognising these requirements, the Board has

established comprehensive structures and procedures governing risk management (which are described above), but due to the extended

accounting period they were not in place for the entire period covered by this report.

Appointment for specified terms

The company does not comply with the Combined Code provision requiring non-executive directors to be appointed for specified terms.

However, new directors are subject to re-election at the first AGM after their appointment and all directors are subject to retirement and re-

election by rotation under the Articles of Association of the company.



Directors’ remuneration

The disclosures regarding directors’ remuneration have been drawn up in accordance with the Listing Rules of the Irish Stock Exchange and

are set out on pages 30 and 31.

Annual General Meeting

Details of proxy votes will be announced in respect of each resolution at the forthcoming AGM. The company has arranged for the Notice of

the 2001 AGM and related papers (which are contained at the back of this report) to be sent to shareholders at least 20 working days before

the meeting. The relevant papers were sent out in excess of 20 days before the 2000 AGM.

External auditors

During the period the audit committee did not formally review the nature and extent of non-audit services provided by the external auditors to

the company and the Group. It is the intention of the audit committee to review the scope of the audit and other services provided by the

external auditors during 2001 as required by the provisions of the Combined Code.


Compensation committee report

Throughout the financial period ended 31 December 2000, the company has complied with the provisions relating to directors’ remuneration

contained in the Combined Code as applied to Irish Listed Companies.

Composition and terms of reference of compensation committee

The compensation committee is comprised solely of two non-executive directors, Gerry Scanlan (appointed Chairman 13 March 2000), and

Denis Bergin, with no financial interest other than as shareholders in the matters to be decided, no potential conflicts of interest arising from

cross-directorships and no day to day involvement in the running of the business.

The terms of reference of the compensation committee are:

• to make recommendations to the Board;

• to determine the executive directors’ remuneration;

• to determine the service agreements (if any), remuneration packages and employment conditions of the executive directors;

• if necessary to determine termination payments to be made to executive directors;

• to report to shareholders on directors’ remuneration in accordance with the requirements of the Irish Stock Exchange; and

• where appropriate, to recommend to shareholders the establishment of long-term incentive schemes, to set appropriate targets for such

schemes, to define the basis of participation in such schemes and to determine the grant of awards under such schemes.

The Chairman of Fyffes plc is consulted about the remuneration of other executive directors and the compensation committee is authorised to

obtain access to professional advice, if deemed appropriate.

The remuneration of the non-executive directors is approved by the Board.

Remuneration policy

The Group’s policy on executive directors’ remuneration recognises that employment and remuneration conditions for senior executives must

properly reward and motivate them to perform in the best interests of the shareholders.

The elements of the remuneration package for executive directors are basic salary and benefits, annual incentive bonus, pensions and

participation in the company’s share option scheme and profit sharing scheme. It is the policy to grant options to key management to

encourage identification with shareholders’ interests. Employees are encouraged to hold shares for a further period after exercise subject to

the need to finance any cost of acquisition and associated tax liability.

Executive directors’ basic salary and benefits

Basic salary of executive directors is reviewed annually with regard to personal performance, Group performance and competitive market

practice.

Performance related bonus

The Group pays performance related annual bonuses to executive directors and senior managers. The level earned in any one year depends

on an assessment of individual performance and the overall performance of the Group.

Pensions

Pensions for executive directors are calculated on basic salary only and provide for two-thirds of salary for full service at retirement.

Employee share option scheme

It is the Group’s policy to grant share options as an incentive to enhance performance and to encourage employee share ownership in the

company. A new employee share option scheme was approved by shareholders in April 1997 to replace the previous share option scheme

which had expired after ten years of operation. The percentage of share capital which can be issued under the employee share option scheme

and individual limits comply with institutional guidelines. The amount of ordinary share capital over which options may be granted in any ten

year period is limited to 5% of the aggregate of the issued ordinary share capital and the ordinary share capital to be issued on conversion of

the convertible cumulative preference share capital. At 31 December 2000 options had been granted but not yet exercised over 12,455,007 (31

October 1999: 12,107,846) ordinary shares at prices ranging from €1.02 to €2.70.


Compensation committee report (continued)

Employee profit sharing scheme

The company has an employee profit sharing scheme which appropriated shares at market value for directors and other employees of the

Group during the period. The executive directors purchased 35,888 ordinary €6 cents shares under this scheme during the period. Non

executive directors do not participate in this scheme. Such shares held by the directors at the period end are included in the directors’ share

interests disclosed on page 32.

Service contracts

No service contracts exist between the company or any of the Group’s subsidiary undertakings and any executive or non-executive directors

of the company.

Directors’ interests in contracts

There were no contracts at any stage during the period between the company or any of the Group’s subsidiary undertakings and any director

of the company.

Directors’ remuneration

Aggregate directors’ remuneration charged in the profit and loss account in the period was as follows:

Executive Directors Non-Executive Directors Total

2000 2000 1999 2000 2000 1999 2000 2000 1999

14 months 12 months 12 months 14 months 12 months 12 months 14 months 12 months 12 months

€’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000

Basic salaries 2,087 1,789 1,834 - - - 2,087 1,789 1,834

Fees - - - 162 142 114 162 142 114

Performance bonuses 166 142 409 - - - 166 142 409

Benefits 79 69 65 - - - 79 69 65

Pension contributions 168 145 120 - - - 168 145 120

Other remuneration - - - 138 122 - 138 122 -

2,500 2,145 2,428 300 264 114 2,800 2,409 2,542

Consultancy fees paid

to past directors 127 109 76 - - - 127 109 76

Total remuneration 2,627 2,254 2,504 300 264 114 2,927 2,518 2,618

Number of directors (average) 6 6.3 4 3 10 9.3


Directors’ remuneration (continued)

This is analysed by individual director, in accordance with the rules of the Irish Stock Exchange as follows:

Two Months November/December 1999 Twelve Months Ended December 2000

Total Salary Other Total Salary Other Total Total

14 months or Fees Bonus Benefits & 2 months or Fees Bonus Benefits & 12 months 12 months

31 12 00 Consultancy 1999 Consultancy 31 12 2000 31 10 1999

€’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000

Executive directors

N. V. McCann 332 63 - 2 65 254 - 13 267 389

C. P. McCann 457 60 - 2 62 381 - 14 395 500

D. V. McCann 457 60 - 2 62 381 - 14 395 500

A. J. Ellis 370 50 - 2 52 303 - 15 318 349

J. F. Gernon 372 39 10 2 51 248 60 13 321 313

J. P. Tolan* 344 26 14 - 40 222 82 - 304 107

R. E. Benner** - - - - - - - - - 150

2,332 298 24 10 332 1,789 142 69 2,000 2,308

Non-executive directors

R. E. Benner** 186 7 - 16 23 41 - 122 163 -

D. J. Bergin 48 7 - - 7 41 - - 41 38

G. B. Scanlan 41 6 - - 6 35 - - 35 38

Dr. P. F. Clüver 25 - - - - 25 - - 25 -

J. F. Flavin - - - - - - - - - 38

300 20 - 16 36 142 - 122 264 114

Pension contributions 168 - - 23 23 - - 145 145 120

Payments to

past directors 127 - - 18 18 - - 109 109 76

Total 2,927 318 24 67 409 1,931 142 445 2,518 2,618

* In the year ended 31 October 1999, the remuneration disclosed for J. P. Tolan is in respect of the four and a half months from the date of

his appointment to the Board, on 14 June 1999.

** On 13 December 1999 R. E. Benner changed from an executive to a non-executive director. Therefore his remuneration for the year ended

31 October 1999 is disclosed under executive directors’ remuneration.

Other benefits for executive directors relate entirely to motor expense allowances. R. E. Benner received remuneration for consultancy

services, unrelated to Board or committee work.




Pension entitlements of executive directors

The pension benefits attributable to the executive directors during the period and the total accrued pensions at the end of the period were asfollows:

Increase in accrued Transfer Total accruedpension during value of pension at end

period increase of period(a) (b) (c)

€’000 €’000 €’000

C. P. McCann 9 68 92D. V. McCann 9 90 135J. F. Gernon 8 81 111J. P. Tolan 10 56 32

Total 36 295 370

(a) The increase in accrued pension during the year excluding inflation.

(b) The transfer value of the increase in accrued pension has been calculated based on actuarial advice.These transfer values do not represent sums paid or due, but are the amounts that the pension scheme would transfer to another pensionscheme in relation to the benefits accrued in the period, in the event of a member of the scheme leaving service.

(c) This represents the pension which would be paid annually, on normal retirement date, based on service to the end of the period.

Directors' and company secretary's share interests

The interests of the directors in the issued share capital of the company are shown below.

At 31 December 2000 At 31 October 1999Beneficial number Beneficial number

Fyffes plc Fyffes plcConvertible Convertible

Fyffes plc Cumulative Fyffes plc CumulativeOrdinary Preference Ordinary Preference

Shares of Shares of Shares of Shares of€6 cents €1.2697381 €6 cents €1.2697381

N. V. McCann 779,243 4,502 771,521 4,502C. P. McCann 1,485,253 4,290 1,327,531 4,290D. V. McCann 563,749 581 406,027 581A. J. Ellis 215,470 - 220,470 -J. F. Gernon 307,885 9,919 287,885 9,919J. P. Tolan 58,558 - 50,836 -R. E. Benner 7,507,795* 10,000* 7,507,795* 10,000*D. J. Bergin 28,399 2,550 13,399 2,550Dr. P. F. Clüver - - - -G. B. Scanlan 10,000 - 10,000 -

* Roland E. Benner is deemed, within the meaning of the Companies Act 1990, to have a beneficial interest in these shares, which are heldby Lambent Limited.

Neil V. McCann is deemed, within the meaning of the Companies Act 1990, to have an interest in an additional 31,738,334 Fyffes plc ordinary€6 cents shares (1999: 28,943,334 Fyffes plc ordinary €6 cents shares) held by Balkan Investment Company and related companies. On 12January 2001, Balkan Investment Company and related companies purchased an additional 5,500,000 Fyffes plc ordinary €6 cents shares tobring its shareholding to 37,238,334.

At 31 December 2000 the company secretary, Philip Halpenny, held 150,962 Fyffes plc ordinary €6 cents shares (1999: 82,240 Fyffes plcordinary €6 cents shares).

John F. Gernon held nil ordinary €6 cents shares (1999: 785) and nil convertible cumulative preference shares of €1.2697381 (1999: 150) inFyffes plc in a non-beneficial capacity at 31 December 2000.

The market price of the shares at 31 December 2000 was €1 and the range during the period was €0.68 to €3.98.



Directors’ and company secretary’s interests in share options

Information on directors’ and company secretary’s options to subscribe for ordinary shares of the company is set out below.

Options held at Options held at Date from

31 October 31 December Exercise which Expiry

1999 Granted Exercised Lapsed 2000 price exercisable date

N. V. McCann 37,500 - - - 37,500 €1.16 25/07/1991 24/07/2001

C. P. McCann 150,000 - 150,000 - - €1.21 04/05/1990 03/05/2000

41,667 - - - 41,667 €1.16 25/07/1991 24/07/2001

950,000** - - - 950,000 €1.17 22/09/2000 21/09/2007

265,000*** - - - 265,000 €2.30 12/01/2002 11/01/2009

D. V. McCann 150,000 - 150,000 - - €1.21 04/05/1990 03/05/2000

8,333 - - - 8,333 €1.16 25/07/1991 24/07/2001

950,000** - - - 950,000 €1.17 22/09/2000 21/09/2007

265,000*** - - - 265,000 €2.30 12/01/2002 11/01/2009

J. F. Gernon 65,000 - - - 65,000 €1.16 17/01/1991 16/01/2001

30,000 - - - 30,000 €1.21 30/07/1991 29/07/2001

12,778 - - - 12,778 €1.16 25/07/1991 24/07/2001

35,000 - - - 35,000 €1.02 12/02/1993 11/02/2003

25,000 - - - 25,000 €1.32 27/07/1993 26/07/2003

350,000** - - - 350,000 €1.17 22/09/2000 21/09/2007

100,000*** - - - 100,000 €2.30 12/01/2002 11/01/2009

J. P. Tolan 22,500 - - 22,500 - €1.13 26/11/1990 25/11/2000

1,250 - - - 1,250 €1.16 25/07/1991 24/07/2001

20,000 - - - 20,000 €1.02 12/02/1993 11/02/2003

25,000 - - - 25,000 €1.32 27/07/1993 26/07/2003

300,000** - - - 300,000 €1.17 22/09/2000 21/09/2007

131,250*** - - - 131,250 €2.30 12/01/2002 11/01/2009

P. T. Halpenny* 75,000 - - - 75,000 €1.32 27/07/1993 26/07/2003

250,000** - - - 250,000 €1.17 22/09/2000 21/09/2007

- 50,000**** - - 50,000 €2.70 25/01/2003 24/01/2010

* Company secretary

** These options are only exercisable when the earnings per share figure in respect of the year ended 31 October 1999 or any subsequent

year is greater than the earnings per share figure for the year ended 31 October 1996 by a percentage which is not less than (on a year

on year basis) the annual percentage increase in the consumer price index plus 2% compounded during that period.

*** These options are only exercisable when the earnings per share figure in respect of the year ended 31 December 2001 or any subsequent

year is greater than the earnings per share figure for year ended 31 October 1998 by a percentage which is not less than (on a year on

year basis) the annual percentage increase in the consumer price index plus 2% compounded during that period.

**** These options are only exercisable when the earnings per share figure in respect of the year ended 31 December 2002 or any subsequent

year is greater than the earnings per share figure for the year ended 31 October 1999 by a percentage which is not less than (on a year

on year basis) the annual percentage increase in the consumer prices index plus 2% compounded during that period.

C.P. McCann and D.V. McCann both exercised options over 150,000 shares on 28 April 2000 at an exercise price of €1.21 per share.



Directors’ and company secretary’s interests in share options (continued)

Since the period end the directors and company secretary were issued share options as follows:

Ordinary €6 cents

share options issued

on 26 March 2001

at €0.85

C. P. McCann 200,000

D. V. McCann 200,000

J. F. Gernon 130,000

J. P. Tolan 130,000

P. T. Halpenny 100,000

The options are only exercisable when the earnings per share figure in respect of the year ended 31 December 2003 or any subsequent year is

greater than the earnings per share figure for the period ended 31 December 2000 by a percentage which is not less than (on a year on year

basis) the annual percentage increase in the consumer price index plus 2% compounded during that period.

Irish company law requires the directors to prepare financial statements for each financial period which in accordance with applicable Irish law

and accounting standards give a true and fair view of the state of affairs of the Group and the company and of the profit or loss for that

period. In preparing those financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position

of the Group and the company and to enable them to ensure that the financial statements comply with the Companies Acts, 1963 to 1999 and

all Regulations to be construed as one with those Acts. They have general responsibility for taking such steps as are reasonably open to them

to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

On behalf of the Board

N. V. McCann J. F. Gernon


Statement of directors’ responsibilities


Auditors’ report to the members of Fyffes plc

We have audited the financial statements on pages 36 to 76.

Respective responsibilities of directors and auditors in relation to the annual report

The directors are responsible for preparing the annual report, including as described on page 34, the financial statements. Our

responsibilities, as independent auditors are established in Ireland by statute, the Auditing Practices Board, the Listing Rules of the Irish Stock

Exchange, and by our profession’s ethical guidance.

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the

Companies Acts. As also required by the Acts, we state whether we have obtained all the information and explanations we require for our

audit, whether the financial statements agree with the books of account and report to you our opinion as to whether:

• the company has kept proper books of account;

• the directors’ report is consistent with the financial statements;

• at the balance sheet date a financial situation existed that may require the company to hold an extraordinary general meeting, on the

grounds that the net assets of the company, as shown in the financial statements, are less than half of its share capital.

We also report to you if, in our opinion, information specified by law or the Listing Rules regarding directors’ remuneration and transactions

with the company is not disclosed.

We review whether the statements on pages 25 to 28 reflect the company’s compliance with those provisions of the Combined Code specified

for our review by the Irish Stock Exchange, and we report if it does not. We are not required to form an opinion on the effectiveness of the

company’s corporate governance procedures or its internal controls.

We read the other information contained in the annual report, including the corporate governance statement, and consider whether it is

consistent with the audited financial statements. We consider the implications for our report if we become aware of any apparent

misstatements or material inconsistencies with the financial statements.

Basis of opinion

We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a

test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant

estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are

appropriate to the Group's circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide

us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by

fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the

financial statements.

Opinion

In our opinion, the financial statements give a true and fair view of the state of affairs of the company and of the Group as at 31 December

2000 and of the loss of the Group for the period then ended and have been properly prepared in accordance with the Companies Acts, 1963 to

1999 and all Regulations to be construed as one with those Acts.

We have obtained all the information and explanations we considered necessary for the purposes of our audit. In our opinion, proper books

of account have been kept by the company. The company’s balance sheet is in agreement with the books of account.

In our opinion, the information given in the directors' report on pages 23 and 24 is consistent with the financial statements on pages 36 to 76.

The net assets of the company, as stated in the balance sheet on page 42, are more than half of the amount of its called up share capital and,

in our opinion, on that basis there did not exist at 31 December 2000 a financial situation which, under Section 40(1) of the Companies

(Amendment) Act, 1983, would require the convening of an extraordinary general meeting of the company.

Chartered Accountants

Registered Auditors

Dublin 21 March 2001


Statement of accounting policies for the period ended 31 December 2000

A summary of the principal Group accounting policies all of which have been applied consistently throughout the period and in the preceding

year are set out below. The financial statements are presented in Euro following the irrevocable fixing of exchange rates by the 11 Member

States with effect from 1 January 1999. The Irish Pound rate was irrevocably fixed at IR£0.787564 = €1.

Basis of accounting

The financial statements are prepared in accordance with generally accepted accounting principles under the historical cost convention, as

modified to include the revaluation of certain of the Group's principal tangible fixed assets and comply with financial reporting standards

applicable in the Republic of Ireland and the United Kingdom.

Basis of consolidation

The Group financial statements consolidate the financial statements of the company and all of its subsidiary undertakings prepared to the end

of the financial period. Where the financial year ends of subsidiary undertakings differ from that of the Group, the amounts included in the

consolidated financial statements in respect of these subsidiary undertakings are represented by their latest financial statements prepared up

to their respective year ends, together with management accounts for the intervening periods to 31 December 2000.

The results of subsidiary undertakings acquired or disposed of in the period are included in the consolidated profit and loss account from the

date of acquisition or up to the date of the disposal. Upon the acquisition of a business, fair values are attributed to the identifiable net assets

acquired. Goodwill arising on acquisitions is dealt with as set out below. Companies in which the Group has a 50% voting shareholding are

treated as subsidiary undertakings where the directors are of the opinion that the Group actually exercises dominant influence over the

financial and operating policies of that undertaking.

Where Group companies are parties to contractual arrangements where all significant matters of operational and financial policy are pre

determined, the Group financial statements, in accordance with Financial Reporting Standard 9, include the transactions, assets, liabilities and

cash flows of the Group companies measured according to the terms of the agreement governing the contractual arrangements. Where the

relevant contractual arrangements involve the Group company entering into a transaction, the financial benefit of which ultimately accrues to

another party to the agreement, the adjustments necessary to exclude the effect of those transactions from the Group financial statements are

made on consolidation in accordance with Financial Reporting Standard 2.

Joint venture undertakings

Joint venture undertakings (joint ventures) are those undertakings over which the Group exercises control jointly with one or more parties.

The Group’s share of the profits less losses of joint ventures is included in the consolidated profit and loss account. The Group’s interest in

their net assets is included as a fixed asset investment in the consolidated balance sheet using the gross equity method at an amount

representing the Group’s share of the fair value of the net assets at acquisition plus the Group’s share of post acquisition retained profits or

losses. Goodwill arising on the acquisition of joint ventures is dealt with as stated below.

The amounts included in the consolidated financial statements in respect of the post acquisition profits of joint ventures are taken from their

latest financial statements prepared up to their respective financial year ends together with management accounts for the intervening periods

to 31 December 2000.

Associated undertakings

Associated undertakings (associates) are those undertakings in which the Group has a participating interest in the equity capital and over

which it is able to exercise significant influence.

The Group’s share of the profits less losses of associates is included in the consolidated profit and loss account. The Group’s interest in their

net assets is included as a fixed asset investment in the consolidated balance sheet using the equity method at an amount representing the

Group’s share of the fair value of the net assets at acquisition plus the Group’s share of post acquisition retained profits or losses. Goodwill

arising on the acquisition of associates is dealt with as stated below.

The amounts included in the consolidated financial statements in respect of the post acquisition profits of associates are taken from their latest

financial statements prepared up to their respective year ends together with management accounts for the intervening periods to 31 December

2000.


Statement of accounting policies (continued) for the period ended 31 December 2000

Goodwill

Purchased goodwill arising on the acquisition of a business represents the excess of the acquisition cost over the fair value of the identifiable

net assets when they were acquired. Subsequent changes to the amount of deferred acquisition consideration is adjusted for against

goodwill. Any excess of the aggregate of the fair value of the identifiable net assets acquired over the fair value of the acquisition cost is

negative goodwill.

Purchased goodwill arising on acquisitions prior to 1 November 1998 was eliminated against reserves on acquisition and negative goodwill

arising on such acquisitions was credited directly to reserves as a matter of accounting policy. On disposal of the business any goodwill so

treated is included in determining the profit or loss on sale of the business.

Purchased goodwill arising on acquisitions after 1 November 1998 is capitalised in the balance sheet and amortised over the estimated

economic life of the goodwill.

Negative goodwill arising on such acquisitions is also capitalised and shown separately in the balance sheet and credited to the profit and loss

account to match the periods in which the acquired non-monetary assets are recovered. Any excess over the non-monetary assets acquired is

credited to the profit and loss account in the periods benefited.

Goodwill arising on the acquisition of subsidiaries is shown separately in the balance sheet in intangible assets. Goodwill arising on the

acquisition of joint ventures and associates is included in the carrying amount of the investments.

Turnover

Turnover comprises the value of goods and services supplied to third party customers and excludes intercompany sales and value added

taxation.

Taxation

The charge for taxation is based on the profit for the period. Deferred taxation is accounted for in respect of timing differences between profit

as computed for taxation purposes and profit as stated in the financial statements to the extent that such differences are expected to reverse

in the foreseeable future.

Tangible fixed assets and depreciation

Tangible fixed assets are stated at historical cost less accumulated depreciation except for certain items of land and buildings which are

carried at revalued amount less accumulated depreciation. The company is availing of the transitional provisions of Financial Reporting

Standard 15, Tangible Fixed Assets in continuing to carry such assets at their previous revalued amount, which is not being updated for

changes in value, except for subsequent additions, disposals, depreciation and impairment if any. Depreciation is calculated to write off the

cost or valuation of tangible fixed assets, other than freehold land, on a straight line basis, by reference to the following estimated useful

lives:-

Freehold properties 30 - 50 years

Leasehold properties Over the lesser of 40 years or the

unexpired portion of the lease

Plant, equipment and shipping 10 - 20 years

Motor vehicles 5 years

Provision is also made for any impairments of tangible fixed assets.

Stocks

Stocks are valued at the lower of cost and estimated net realisable value. Cost is determined by reference to invoice price, together with the

cost of delivery where appropriate. Net realisable value is the estimated proceeds of sale less all costs to be incurred in marketing, selling and

distribution.


Statement of accounting policies (continued) for the period ended 31 December 2000

Leased assets

Assets held under leasing arrangements that transfer substantially all the risks and rewards of ownership (finance leases) to the Group are

included in the balance sheet as tangible fixed assets at cost less accumulated depreciation and the capital element of future rentals is treated

as a liability. The interest element is charged to the profit and loss account over the period of the finance lease in proportion to the balance of

capital repayments outstanding.

Rentals in respect of all other leases are charged to the profit and loss account as incurred.

Pensions

The Group makes contributions to independently administered pension funds. The regular cost of providing benefits is charged to operating

profit over the service lives of the members of the scheme on the basis of a constant percentage of pensionable pay. Variations from regular

costs arising from periodic valuations of the principal schemes are allocated to operating profit over the expected remaining service lives of

the members.

Foreign currencies

Financial statements of overseas subsidiaries, joint ventures and associates denominated in currencies other than the Euro are translated at

the rates of exchange ruling at the balance sheet date. Exchange differences arising on the restatement of opening net investments are offset

through reserves against retained profits and reflected in the statement of total recognised gains and losses.

Exchange gains or losses on foreign currency borrowings and long term intercompany loans, used to finance or provide a hedge against

Group equity investments in overseas subsidiaries, joint ventures and associates are offset against retained profits to the extent of the

exchange differences arising on the net investments.

Transactions denominated in foreign currencies are recorded at the rates of exchange ruling at the date of the transactions or at contracted

rates where matching contracts exist. All resulting monetary assets and liabilities denominated in foreign currencies are translated into Irish

Pounds at the rates of exchange ruling at the balance sheet date or at the contracted rate and then converted into Euro. The resulting profits

or losses are dealt with in the profit and loss account. At the period end, the Irish Pound/Sterling exchange rate was Stg79.8p (1999:

Stg81.33p). The equivalent Euro/Sterling exchange rate was Stg62.85p (1999: Stg64.05p).

Derivative financial instruments

The Group is a party to derivative financial instruments (derivatives), primarily to manage its exposure to fluctuations in foreign currency

exchange rates and interest rates.

Gains and losses on derivative contracts used to hedge foreign exchange are recognised in the profit and loss account when the hedged

transactions occur.

Interest rate swap agreements and similar contracts are used to manage interest rate exposures. Amounts payable or receivable in respect of

these derivatives are recognised as adjustments to interest expense over the period of the contracts.

Liquid resources

Liquid resources include current asset investments in government gilts, commercial paper, term deposits and monies held in escrow.

Financial fixed assets

Company

Investments in subsidiaries, joint ventures and associates and other investments are stated at cost less any provision required for permanent

diminutions in value. Income from financial fixed assets is recognised in the profit and loss account in the period in which it is receivable.

Group

Other investments are stated at cost less any provision required for permanent diminutions in value with the exception of government

securities which are marked to market.


Group profit and loss account for the period ended 31 December 2000

Note Continuing Discontinued Total TotalOperations Acquisitions Operations 14 months 12 months

ended ended31 December 31 October

2000 2000 2000 2000 1999€’000 €’000 €’000 €’000 €’000

Turnover including Group share of joint

ventures and associates 4 2,062,411 167,247 - 2,229,658 1,886,412Less: Share of joint ventures’ turnover (191,370) (167,247) - (358,617) (180,327)Less: Share of associates’ turnover (11,712) - - (11,712) (17,591)

Group turnover 1,859,329 - - 1,859,329 1,688,494Cost of sales (1,614,586) - - (1,614,586) (1,432,430)

Gross profit 244,743 - - 244,743 256,064Net operating expenses 5 (221,382) - (15,585) (236,967) (194,425)

Goodwill amortisation (279) - - (279) (48)

Group operating profit 23,082 - (15,585) 7,497 61,591Share of joint ventures’ goodwill amortisation (40) (1,122) - (1,162) (88)Share of joint ventures’ operating profit/(loss)

- produce 5,054 (2,058) - 2,996 17,015- e-commerce (1,326) - - (1,326) -

Share of associates’ operating profit 1,408 - - 1,408 1,527

Operating profit - Group and its share

of joint ventures and associates 28,178 (3,180) (15,585) 9,413 80,045

Exceptional items - Group 8(Loss)/profit on disposal of fixed assets (1,032) 6,719Loss on disposal and termination of subsidiaries (1,484) (5,772)

(2,516) 947

Share of exceptional items - joint ventures 8 (2,798) -

Profit on ordinary activities before interest 4,099 80,992

Net interest receivable and income from financialassets - Group 6 8,785 6,579Share of net interest payable - joint ventures 6 (4,514) (3,439)Share of net interest payable - associates 6 (842) (255)

Profit on ordinary activities before taxation 7 7,528 83,877Tax on profit on ordinary activities 9 (8,128) (18,133)

(Loss)/profit on ordinary activities after taxation (600) 65,744Minority interests - equity and non-equity (6,869) (5,829)

(Loss)/profit for the financial period attributable to

Group shareholders (7,469) 59,915

Dividends - on equity and non-equity shares 10- paid (8,477) (6,001)- proposed/provided (10,499) (12,339)

(18,976) (18,340)

Retained (loss)/profit for the financial period - Group and

its share of joint ventures and associates (26,445) 41,575

€ cents € centsEarnings per ordinary share 11

- basic (4.73) 18.63

- fully diluted (4.73) 17.09

Adjusted earnings per share 11 5.36 17.05

N. V. McCann J. F. GernonChairman Finance Director


Other statements for the period ended 31 December 2000

Note 14 months 12 months

ended ended

31 December 31 October

2000 1999

Movements on profit and loss account €'000 €'000

At beginning of period/year 98,467 46,194

Retained (loss)/profit for the financial period/year (26,445) 41,575

Goodwill:

Adjustments to prior period acquisitions (1,637) (120)

On disposal of subsidiary undertakings 32 20 1,222

On disposal of associates 121 746

Currency translation adjustment (1,718) 17,146

Acquisition of own shares - (8,296)

At end of period/year 68,808 98,467

Group statement of total recognised gains and losses

(Loss)/profit for the financial period/year (7,469) 59,915

Currency translation adjustment (1,718) 17,146

Total recognised gains and losses for the period/year (9,187) 77,061

Note of historical cost profits and losses

There is no material difference between the historical cost profit on ordinary activities before taxation and the reported profit on ordinary

activities before taxation in either period.

Reconciliation of movements in shareholders' funds

Total recognised gains and losses for the period/year (9,187) 77,061

Transactions with shareholders:

Dividends on equity and non-equity shares 10 (18,976) (18,340)

Shares issued 762 729


Net goodwill adjustment 32 (1,496) 1,848

Net (decrease)/increase in shareholders' funds (28,897) 53,002




Group balance sheet at 31 December 2000

Note 31 December 31 October

2000 1999

€'000 €'000

Fixed assets

Intangible assets 13 2,483 2,454

Goodwill 14 4,758 3,698

Tangible assets 15 160,903 155,953

Financial assets: 16

Joint ventures:

Share of gross assets (including goodwill) 157,110 133,006

Share of gross liabilities (including minority interests) (148,687) (120,429)

8,423 12,577

Associates 5,761 5,320

Other investments 41,417 27,006

223,745 207,008

Current assets

Stocks 17 38,458 35,790

Debtors 18 206,540 207,174

Cash at bank and in hand 361,939 380,396

606,937 623,360

Creditors: amounts falling due within one year 19 (380,892) (412,298)

Net current assets 226,045 211,062

Total assets less current liabilities 449,790 418,070

Creditors: amounts falling due after more than one

year (including convertible debt) 20 (138,567) (78,061)

Provisions for liabilities and charges 23 (16,991) (19,262)

294,232 320,747

Capital and reserves

Called-up share capital 24 83,328 89,666

Share premium 25 93,060 85,960

Revaluation reserve 27 503 503

Other reserves 28 10,314 10,314

Profit and loss account 29 68,808 98,467

Shareholders' funds (including non-equity interests) 30 256,013 284,910

Minority interests (including non-equity interests) 31 38,219 35,837

294,232 320,747




Company balance sheet at 31 December 2000

Note 31 December 31 October

2000 1999

€'000 €'000

Fixed assets

Tangible assets 15 546 248

Financial assets 16 305,751 264,628

306,297 264,876

Current assets

Debtors 18 130,958 126,354

Cash at bank and in hand 345 145

131,303 126,499

Creditors: amounts falling due within one year 19 (186,359) (96,436)

Net current (liabilities)/assets (55,056) 30,063

Total assets less current liabilities 251,241 294,939

Creditors: amounts falling due after more than one

year (including convertible debt) 20 (18,731) (22,973)

232,510 271,966

Capital and reserves

Called-up share capital 24 83,328 89,666

Share premium 25 93,060 85,960

Revaluation reserve 27 503 503

Other reserves 28 10,314 10,314

Profit and loss account 29 45,305 85,523

Shareholders' funds (including non-equity interests) 30 232,510 271,966




Group cash flow statement for the period ended 31 December 2000


ended ended


2000 1999

€'000 €'000

Cash inflows from operating activities 1 33,859 71,053

Dividends received from joint ventures 2,865 2,652

Dividends received from associates 74 2,009

Returns on investments and servicing of finance 2 (10,270) (2,905)

Corporation tax paid (10,286) (16,263)

Capital expenditure and financial investment 2 (23,026) (19,557)

Acquisitions and disposals 2 (34,595) (5,313)

Equity dividends paid (12,444) (10,708)

Cash (outflow)/inflow before management of

liquid resources and financing (53,823) 20,968

Decrease in liquid resources 2 16,748 7,577

Financing 2 52,940 (43,462)

Increase/(decrease) in cash for the period/year 15,865 (14,917)

Reconciliation of net cash flow to movement in net funds

Increase/(decrease) in cash for the period/year 3 15,865 (14,917)

(Decrease) in liquid resources 3 (16,748) (7,577)

Net (decrease)/increase in debt 3 (52,178) 35,895

Changes in net funds resulting from cash flows (53,061) 13,401

New finance leases 3 (618) -

Loans disposed of with subsidiary undertakings - 3,847

Translation adjustment 3 2,510 4,828

Movement in net funds in the period/year (51,169) 22,076

Net funds at beginning of period/year 138,704 116,628

Net funds at end of period/year 3 87,535 138,704


Notes forming part of the financial statements

1 Reconciliation of operating profit to net cash inflow from operating activities

14 months 12 months

ended ended


2000 1999

€'000 €'000

Group operating profit 7,497 61,591

Depreciation of tangible fixed assets 17,363 15,588

Amortisation of goodwill - subsidiaries 279 48

Increase in operating debtors (1,538) (3,945)

Increase in operating creditors 13,096 3,941

Increase in stocks (2,209) (5,828)

Amortisation of grants (629) (342)

Cash inflow from operating activities 33,859 71,053

2 Analysis of cash flows for headings netted in the cash flow statement


ended ended


2000 1999

€'000 €'000

Returns on investments and servicing of finance

Interest received and income received on financial assets 28,701 20,302

Interest paid and similar financial costs (26,778) (14,252)

Dividends paid to preference shareholders (8,372) (5,950)

Dividends paid to minority interests (3,770) (2,960)

Interest element of finance lease payments (51) (45)

Net cash outflow for returns on investments and servicing of finance (10,270) (2,905)

Capital expenditure and financial investment

Expenditure on tangible fixed assets (45,131) (25,830)

Proceeds on sale of tangible fixed assets 35,190 22,543

Proceeds on sale of unlisted investments and government securities 6,958 5,797

Purchase of trade investments and government securities 16 (21,236) (24,068)

Grants received 1,193 2,001

Net cash outflow for capital expenditure and financial investment (23,026) (19,557)


Notes (continued)

2 Analysis of cash flows for headings netted in the cash flow statement (continued)


ended ended


2000 1999

€'000 €'000

Acquisitions and disposals

Purchase of subsidiary undertakings 32 (1,731) (9,862)

Net cash acquired - 274

Purchase of joint ventures 16 (20,784) (1,895)

Payments in respect of deferred consideration (9,155) (10,881)

Disposal/termination of subsidiary undertakings 32 (1,100) 4,023

Net overdrafts disposed 32 108 2,860

Disposal of associates/joint ventures 32 (1,933) 10,168

Net cash outflow from acquisitions and disposals (34,595) (5,313)

Management of liquid resources

Decrease in bank deposits 16,748 7,577

Financing

Loans due within one year - drawn down 39,905 50,398

- repaid (18,986) (63,049)

Loans due after one year - drawn down 33,899 3,361

- repaid (2,579) (25,977)

Capital element of finance lease payments (61) (628)

Net increase/(decrease) in debt 52,178 (35,895)

Issue of share capital (including premium thereon) 24 762 729


Net cash inflow/(outflow) from financing 52,940 (43,462)

3 Analysis of net funds

Acquisitions& disposals

At 1 (excluding At 31

November Cash cash and Non-cash Translation December

1999 Flow overdrafts) Movement Adjustment 2000

€'000 €'000 €'000 €'000 €'000 €'000

Cash in hand, at bank 43,849 (6,316) - - 529 38,062

Overdrafts (29,994) 22,181 - - (256) (8,069)

15,865

Bank deposits 336,547 (16,748) - - 4,078 323,877

Loans due within one year (142,735) (20,919) - 30,810 (1,224) (134,068)

Loans due after one year (68,819) (31,320) - (30,810) (615) (131,564)

Finance leases (144) 61 - (618) (2) (703)

(52,178)

Net funds 138,704 (53,061) - (618) 2,510 87,535


Notes (continued)

4 Segmental analysis

Turnover, operating profit and net assets are analysed as follows by business activity and geographical market.

Total - Group including its share of joint ventures and associates

Operating Net Operating NetTurnover Profit Assets Turnover Profit Assets

2000 2000 2000 1999 1999 1999By activity €’000 €’000 €’000 €’000 €’000 €’000

Continuing Operations Produce 1,911,702 25,745 197,862 1,825,261 77,634 174,398Acquisitions - Produce 167,247 (2,058) (978) - - -IngredientsNet.com - (1,326) 495 - - -Other activities 150,709 4,078 13,438 61,151 2,547 7,645

Subtotal 2,229,658 26,439 210,817 1,886,412 80,181 182,043

worldoffruit.com - (15,585) (4,120) - - -Goodwill amortisation - (1,441) - - (136) -

2,229,658 9,413 206,697 1,886,412 80,045 182,043

Net cash 87,535 138,704

294,232 320,747

Total - Group including its share of joint ventures and associates

Operating Net Operating NetTurnover Profit Assets Turnover Profit Assets

Geographical Market 2000 2000 2000 1999 1999 1999- by origin €’000 €’000 €’000 €’000 €’000 €’000

Continuing OperationsIreland, UK and other 990,563 6,784 180,567 909,085 38,608 149,619Continental Europe 1,071,848 21,713 31,228 977,327 41,573 32,424

Sub total 2,062,411 28,497 211,795 1,886,412 80,181 182,043AcquisitionsIreland, UK and other 68,739 (424) (2,209) - - -Continental Europe 98,508 (1,634) 1,231 - - -

Subtotal 167,247 (2,058) (978) - - -

worldoffruit.com - (15,585) (4,120) - - -Goodwill amortisation - (1,441) - - (136) -

2,229,658 9,413 206,697 1,886,412 80,045 182,043

Net cash 87,535 138,704

294,232 320,747

The geographical analysis of turnover by destination is not materially different.

A segmental analysis of turnover, operating profit and net assets by geographical area and business activity is not provided separately for theGroup or for its joint ventures and associates as, in the opinion of the directors, the disclosure of such information would be seriouslyprejudicial to the interests of the Group, its joint ventures and associates.


Notes (continued)

5 Net operating expenses

Total Total

14 months 12 months

ended ended

Continuing Discontinued 31 December 31 October

2000 2000 2000 1999

€’000 €'000 €'000 €’000

Distribution costs 144,626 - 144,626 133,979

Administrative expenses 78,773 15,585 94,358 62,184

Other operating income (2,017) - (2,017) (1,738)

Net operating expenses 221,382 15,585 236,967 194,425

The expenses included within discontinued operations relate to costs incurred in respect of worldoffruit.com. The operating expenses of

subsidiaries acquired in the period are not material.

6 Net interest receivable and income from financial assets

14 months 12 months

ended ended


2000 1999

€'000 €'000

Group

Interest receivable 23,048 19,637

Interest payable on bank loans and overdrafts repayable

within five years (18,051) (13,069)

Interest payable on other loans (753) (305)

Finance lease interest (51) (45)

Net interest receivable 4,193 6,218

Income from financial assets - unlisted 4,073 177

Income from financial assets - listed 519 184

8,785 6,579

Joint ventures

Interest receivable 1,173 1,218


within five years (1,934) (2,119)

Finance lease interest (3,666) (2,538)

Other interest payable (87) -

(4,514) (3,439)

Associates

Interest receivable 9 9


within five years (184) (264)

Other interest payable (667) -

(842) (255)


Notes (continued)

7 Profit on ordinary activities before taxation

14 months 12 months

ended ended


2000 1999

€'000 €'000

This is arrived at after charging/(crediting)

Depreciation of tangible fixed assets 17,363 15,588

Auditors' remuneration 970 993

Operating lease rentals:

Plant and machinery 1,356 2,682

Other 5,508 5,626

Profit on disposal of tangible fixed assets (10,445) (3,905)

Amortisation of grants (629) (342)

Loss on disposal and termination of operations of subsidiary undertakings 1,484 5,772

Amortisation of capitalised goodwill - subsidiaries 279 48

Amortisation of capitalised goodwill - joint ventures 1,162 88

Details of directors’ remuneration, pension entitlements and interests in share options are set out in the compensation committee report on

pages 29 to 34.

Profit before tax includes a number of items of income and expenditure which are non recurring. Certain legal cases, which had been ongoing

for a number of years, were settled during the period and resulted in a gain of €8,057,000, net of the Group’s share of legal costs of

€1,869,000 arising in a joint venture undertaking. The gains arising on the settlement of certain cases have been included within cost of sales

as the costs relating to these cases have been charged to cost of sales in prior periods. Non recurring costs, including operating losses and

restructuring costs, arising on the reorganisation and restructuring of operations in the UK and Continental Europe amounted to €3,906,000.

The Group’s share of a charge arising from an impairment review on certain assets in a joint venture undertaking amounted to €1,900,000. In

addition, there were a number of smaller non recurring charges amounting to approximately €1,000,000, the most significant of which was a

charge of €600,000 in relation to the Group’s UK ESOP scheme.


Notes (continued)

8 Exceptional items


ended ended


2000 1999

€’000 €’000

Group

Profit on disposal of tangible fixed assets 10,445 3,905

(Loss)/profit on disposal or termination of activities of joint ventures and associates (11,477) 2,814

Net (loss)/profit on disposal of fixed assets (1,032) 6,719

(Loss) on disposal or termination of subsidiary undertakings 32 (1,484) (5,772)

(2,516) 947

During the period the Group disposed of a number of properties in Ireland and the UK giving rise to a net profit of €10,445,000.

As part of a significant rationalisation programme within the Group’s banana operations the Group terminated its involvement in banana

farming in the Caribbean and sold its remaining farming interests in Belize.

In addition the Group continued its rationalisation programme within its produce division. The South American fruit packing business in Chile

in which the Group has a 50% interest terminated its operations during the period and a number of specialised distribution operations in the

UK were terminated.

The tax effect of these exceptional items is a net charge of €2,440,000.

In the prior year, the Group disposed of properties in Ireland and the UK giving rise to a net profit of €3,905,000. The disposal of the Group’s

18.54% interest in United Beverages Holdings Limited was completed in March 1999, giving rise to a profit of €2,814,000. During the second

half of 1999, the Group sold or terminated the activities of a number of subsidiary companies in the UK and Continental Europe and reduced

its investment in an operation in South America. These transactions gave rise to losses amounting to €5,772,000.

Group share of exceptional items - joint ventures

This represents the Group’s share of the costs of a fundamental restructuring of the banana ripening operations and the loss on termination of

certain other banana operations of a joint venture undertaking, incurred towards the end of the period.


Notes (continued)

9 Tax on profit on ordinary activities

14 months 12 monthsended ended

31 December 31 October2000 1999

€'000 €'000Corporation tax:Ireland - (10% to 25%)Current tax on profit for the period/year 4,104 6,569Adjustment in respect of prior year 1,364 (521)

5,468 6,048

OverseasCurrent tax on profit for the period/year 6,029 8,163Adjustment in respect of prior year (777) (403)

5,252 7,760

Total corporation tax 10,720 13,808Irrecoverable ACT (1,436) -Deferred tax (credit)/charge (2,541) 2,368

Group tax charge 6,743 16,176Share of tax of joint ventures 1,310 1,803Share of tax of associates 75 154

8,128 18,133

The corporation tax charge for Irish companies has been reduced by reliefs available under Part 14 of the Taxes Consolidation Act, 1997.

10 Dividends - on equity and non-equity shares



€'000 €'000Ordinary shares of €6 cents - equityInterim dividend €1.0451 cents (1999 : €1.0451 cents) paid on 1 August 2000 3,068 3,026Proposed final dividend €3.2549 cents (1999 : €3.2549 cents) 9,568 9,376

Total equity 12,636 12,402

Preference shares - non-equity€10.4753 cents (net) convertible cumulative preference shares of €1.2697381 eachPaid 5,409 2,975Provided 931 2,963

Total non-equity 6,340 5,938

Total 18,976 18,340

At 31 December 2000, the company and subsidiary companies held 9,021,610 (1999: 9,021,610) ordinary shares of €6 cents in Fyffes plc. Therights to dividends on these shares have been waived.

Dividends on the preference shares are paid on 1 November and 1 May each year. Consequently in the financial period from 1 November1999 to 31 December 2000 three dividends have been paid on these shares. The proposed preference dividend covers the period 1 November2000 to 31 December 2000 so that the total charge covers the full fourteen month period.


Notes (continued)

11 Earnings per ordinary share

14 months 12 months

ended ended


2000 1999

The calculations of earnings per share are based on the following: €’000 €’000

Basic

(Loss)/profit after taxation and minority interests (7,469) 59,915

Preference dividends (6,340) (5,938)

Earnings for basic earnings per share calculation (13,809) 53,977

Number Number

of shares of shares

(’000) (’000)

Weighted average number of ordinary shares outstanding 301,245 296,608

Deduct weighted average number of own shares acquired (9,022) (6,841)

Weighted average number of ordinary shares for basic earnings per share calculation 292,223 289,767

€cents €cents

Basic earnings per share (4.73) 18.63

Fully diluted €’000 €’000

Earnings for basic earnings per share calculation (13,809) 53,977

Add back preference dividends - 5,938

Earnings for fully diluted earnings per share calculation (13,809) 59,915

Number Number

of shares of shares

(’000) (’000)

Weighed average number of ordinary shares outstanding 301,245 296,608

Deduct weighted average own shares acquired (9,022) (6,841)

Weighted average number of convertible preference shares - 56,732

Weighted average number of options with dilutive effect - 3,989

Weighted average number of shares for calculation of fully diluted earnings per share 292,223 350,488

€ cents € cents

Fully diluted earnings per share (4.73) 17.09

In the fourteen months ended 31 December 2000, the preference dividend would have the effect of reducing the loss per share and

consequently under FRS 14, the preference dividend cannot be added back in the calculation of fully diluted earnings per share in the period.

The convertible preference shares and share options are similarly excluded from the number of shares in the calculation of fully diluted

earnings per share.


Notes (continued)

11 Earnings per ordinary share (continued)

14 months 12 months

ended ended


2000 1999

Earnings Per share Earnings Per share

€’000 € cents €’000 € cents

Adjusted earnings per share

Basic earnings per share calculation (13,809) (4.73) 53,977 18.63

Adjustments:

Profit on disposal of tangible fixed assets (net of tax) (8,005) (2.74) (3,238) (1.12)

Loss on disposal/termination of associates and joint ventures 14,275 4.89 (2,814) (0.97)

Loss on disposal/termination of subsidiaries 1,484 0.51 5,772 1.99

Goodwill amortisation 1,441 0.49 136 0.05

worldoffruit.com 15,585 5.33 - -

IngredientsNet.com 1,326 0.46 - -

Adjusted basic earnings per share 12,297 4.21 53,833 18.58

Impact of convertible preference shares

Dividend on preference shares 6,340 1.82 5,938 1.69

Impact on earnings of higher number of shares - (0.67) - (3.22)

Adjusted earnings per share 18,637 5.36 59,771 17.05

Number Number

of shares of shares

(’000) (’000)

Weighted average number of ordinary shares for basic earnings per share calculation 292,223 289,767

Weighted average number of convertible preference shares 52,799 56,732

Weighted average number of share options 2,646 3,989

Weighted average number of shares for fully diluted adjusted earnings per share calculation 347,668 350,488

The convertible preference shares are mandatorily convertible in November 2001 and consequently the adjusted earnings per share above is

calculated showing the impact on earnings per share had these shares been converted into ordinary shares from the beginning of the period

which has the effect of increasing the number of shares in the calculation from 292,223,000 to 345,022,000 before the inclusion of the share

options.

Adjusted earnings per share are calculated to adjust for the impact of exceptional items, goodwill amortisation, operating losses in

worldoffruit.com, the Group’s share of operating losses of IngredientsNet.com and taking into account the mandatory conversion of the

Group’s preference shares in November 2001.


Notes (continued)

12 Employees



Number NumberThe average weekly number of employees, including executive directors, during the period/year, analysed by category, was as follows:

Production 638 1,470Sales and distribution 1,420 1,547Administration 515 578

2,573 3,595

The aggregate payroll costs of these employees were as follows: €’000 €’000

Wages and salaries 103,339 94,273Social welfare costs 10,415 8,985Other pension costs 4,117 3,507

117,871 106,765

13 Intangible assets


Trademark €'000 €'000

At beginning of period/year 2,454 2,316Translation adjustment 29 138


This represents the cost of acquiring the worldwide rights to the Fyffes trademark. The trademark is reviewed for impairment at each balancesheet date. In the opinion of the directors the value of the trademark is not less than cost and it does not have a finite useful life.

14 Goodwill

31 December

2000

Group €’000

Cost

At beginning of period 3,746Acquisitions in period (note 32) 1,335Exchange adjustment 4

At end of period 5,085

Amortisation

At beginning of period 48Amortised in period 279

At end of period 327

Net book value

At end of period 4,758

At beginning of period 3,698

Positive goodwill is amortised over the expected useful economic life of the business acquired. This amortisation period ranges from 5 to 20years depending on the nature of the business acquired.


Notes (continued)

15 Tangible assets

Freehold Plant,

and equipment Total

leasehold and Motor 31 December

properties shipping vehicles 2000

Group €'000 €'000 €'000 €'000

Cost or valuation

At beginning of period 108,450 120,786 6,511 235,747

Additions 26,615 19,236 1,471 47,322

Acquisitions 120 9 3 132

Disposal of business (1,841) (1,473) (26) (3,340)

Disposals (25,460) (11,682) (2,607) (39,749)

Translation adjustment 1,388 1,437 103 2,928

At end of period 109,272 128,313 5,455 243,040

Depreciation


Charge 2,571 13,245 1,547 17,363

Disposal of business (396) (578) (8) (982)

Disposals (3,490) (9,409) (2,105) (15,004)

Translation adjustment 158 738 70 966

At end of period 13,346 65,838 2,953 82,137

Net book value:

At end of period 95,926 62,475 2,502 160,903


The depreciable element of freehold and leasehold properties amounts to €97,281,000 (1999 - €86,775,000).

The net book value of tangible assets includes an amount of €607,000 (1999 - €106,000) in respect of assets held under finance leases.

Depreciation charged during the period on such assets amounted to €157,000 (1999 - €233,000).

The freehold and leasehold properties in the United Kingdom and Ireland were valued on an open market basis for their existing use at 31

October 1988 and 1989 by professional valuers. The fleet of ships was valued on an open market basis for its existing use by professional

valuers in June 1991. All tangible fixed assets acquired since that date are recorded at cost less accumulated depreciation.

The Group has adopted the provisions of Financial Reporting Standard No. 15, Tangible Fixed Assets, and has chosen not to follow a policy of

revaluation of Tangible Fixed Assets. In accordance with the provisions of the Standard in relation to previously revalued assets the Group

has opted to retain the net book value of those assets rather than restate them to historical cost. There is no material difference between the

historical cost of revalued assets and their revalued amount.


Notes (continued)

15 Tangible assets (continued)

Plant,

equipment

and shipping

Company €'000

Cost

At beginning of period 776

Additions 536

Disposals (437)


Depreciation


Charge for period 196

Disposals (395)


Net book value:




Notes (continued)

16 Financial assets

Interest in Interest in

joint ventures associates

Group €’000 €’000

At beginning of period 12,577 5,320

Translation adjustment (86) 615

Subsidiary becoming an associate - 696

Cash paid on acquisitions (including goodwill of €19,228,000) 20,784 -

Cash received from joint venture in period (4,930) -

Preference share capital converted to loan from associate in period - (1,762)

Long term loans made in period 1,817 -

Disposals/write offs (9,964) (712)

Retained profits less dividends and distributions paid (10,613) 418

Goodwill amortised (1,162) -

Dividend accrued in previous year not received - 1,186

At end of period 8,423 5,761

The interest in joint ventures and associates at 31 December 2000 represents the Group’s share of the net assets of those undertakings

including goodwill arising on acquisitions made since 1 November 1998.

The following additional disclosures are given in relation to the Group’s share of the net assets of its joint ventures:


2000 1999

€’000 €’000

Fixed assets 47,910 59,115

Current assets 90,447 73,231

Liabilities due within one year (55,464) (58,995)

Liabilities due after one year (92,618) (61,434)

Minority interest (605) -

(10,330) 11,917

Goodwill arising on acquisition net of amortisation 18,753 660

8,423 12,577

The Group’s share of finance lease obligations and bank borrowings included in the financial statements of two of its joint venture companies,

Windward Isles Banana Company Holdings (Jersey) Limited and Windward Isles Banana Company (UK) Limited are as follows:


2000 1999

€’000 €’000

Finance lease obligations:

- due within one year 1,796 1,486

- due after one year 38,409 36,015

Bank borrowings:

- due within one year 4,773 7,808

- due after one year 3,488 13,270

Further details on these obligations are set out in note 33(c)(i). Under certain banking agreements Windward Isles Banana Company (UK)

Limited has agreed to maintain dividend payments at not more than Stg£4,000,000 in any one year.


Notes (continued)

16 Financial assets (continued)

Listed Government Unlisted

investments securities investments Total

Other investments including listed investments €’000 €’000 €’000 €’000

Group


Translation adjustment - 16 117 133

Additions - 3,350 17,886 21,236

Disposals - (6,569) (182) (6,751)

Revaluation - (80) (127) (207)

At end of period 15,022 2,247 24,148 41,417

In the opinion of the directors the value of the unlisted investments is not less than the carrying value. Government securities are marked to

market, thus their carrying value at the period end represents their market value.

Listed investments are all listed on a recognised Stock Exchange. The market value of these investments at 31 December 2000 was

€12,857,000. In the opinion of the directors, the decrease in market value of the listed investments below cost is not expected to be

permanent. No tax liability would arise if the listed investments were sold at market value.

Other

Shares in investments Shares in

subsidiary in subsidiary associates and Other

undertakings undertakings joint ventures investments Total

€’000 €’000 €’000 €’000 €’000

Company

At beginning of period 264,615 - - 13 264,628

Additions in period 1,460 - 22,603 17,371 41,434

Advanced in period - 6,666 - - 6,666

Impairment in period (298) (6,666) - - (6,964)

Disposals in period (13) - - - (13)

At end of period 265,764 - 22,603 17,384 305,751

Other investments in subsidiary undertakings represents a capital contribution to worldoffruit.com during the period. In the opinion of the

directors the value of the investments is not less than the carrying value. Principal subsidiaries, joint ventures and associates are set out on

pages 74 to 76.


Notes (continued)

17 Stocks


2000 1999

Group €'000 €'000

Goods for resale 35,523 32,932

Consumable stores 2,935 2,858

38,458 35,790

The replacement cost of stocks does not differ materially from the amount stated above.

18 Debtors


2000 1999

Group €'000 €'000

Due within one year:

Trade debtors 157,586 150,877

Advance corporation tax recoverable 923 1,071

Other debtors 32,127 29,590

Prepayments and accrued income 8,994 12,004

Amounts due from joint ventures 5,396 7,380

205,026 200,922

Due after one year:

Other debtors 1,514 6,241

Amounts due from joint ventures - 11

206,540 207,174

Company

Amounts due from subsidiary undertakings 126,209 123,102

Advance corporation tax recoverable - 199

Amounts due from joint ventures 2,249 2,230

Other debtors 2,500 823

130,958 126,354


Notes (continued)

19 Creditors: amounts falling due within one year


2000 1999

Group €'000 €'000

Trade creditors 131,670 109,575

Bank loans and overdrafts (see note 21) 142,137 172,729

Accruals and deferred income 36,767 34,221

Other creditors 25,572 29,474

Corporation tax (net of advance corporation tax

recoverable of €6,477,000 (1999: €6,355,000)) 9,538 10,605

Advance corporation tax payable - 199

Proposed dividends 10,499 12,339

Deferred acquisition consideration (see note 20) 11,558 17,585

Obligations under finance leases (see note 22) 155 57

Irish income tax and social welfare 1,109 490

Irish value added tax 1,737 1,309

Other tax 8,185 8,851

Grants 357 357

Amounts due to joint ventures 1,608 14,507

380,892 412,298

Company

Bank loans and overdrafts (see note 21) 54,779 12,307

Amounts due to subsidiary undertakings 118,490 68,168

Proposed dividends 10,499 12,339

Accruals and deferred income 2,495 3,005

Corporation tax 10 212

Other creditors 86 405

186,359 96,436


Notes (continued)

20 Creditors: amounts falling due after more than one year


2000 1999

Group €'000 €'000

Bank loans (see note 21) 131,564 68,819

Deferred acquisition consideration (see below) 1,091 3,358

Obligations under finance leases (see note 22) 548 87

Other creditors 1,198 1,855

Grants 3,590 3,026

Convertible redeemable loan notes 2004 576 916

138,567 78,061

Company

Bank loans (see note 21) 18,155 21,876

Convertible redeemable loan notes 2004 576 916

Other creditors - 181

18,731 22,973

Total deferred acquisition consideration, due within and after more than one year, amounts to €12,649,000 (1999: €20,943,000) and represents

full provision for the amounts expected to be payable. Deferred acquisition consideration is due entirely within five years.

The loan notes are redeemable on six months notice in writing by the holder. Otherwise, these loan notes are convertible at various dates up

to 2004.

21 Bank loans and overdrafts


2000 1999

Group €'000 €'000

Repayable:

Within one year 142,137 172,729

After one year but within two years 67,582 41,462

After two years but within five years 60,964 24,332

After five years 3,018 3,025

273,701 241,548

At 31 December 2000 bank loans and overdrafts of €9,390,000 (1999 - €9,286,000) were secured on the assets of subsidiary undertakings.

Company

Repayable:

Within one year 54,779 12,307

After one year but within two years 1,520 18,403

After two years but within five years 16,635 3,473

72,934 34,183


Notes (continued)

22 Lease obligations


2000 1999

Finance leases €'000 €'000

Group

Due:

Within one year 155 57

After one year but within five years 548 87

703 144

Operating leases

The annual non-cancellable commitments under operating leases are as follows:

Land & buildings Other

31 December 31 October 31 December 31 October

2000 1999 2000 1999

Group €'000 €'000 €'000 €'000

Operating leases which expire:

Within one year 1,310 1,535 2,153 1,991

After one year but within five years 207 617 782 689

After five years 2,563 2,043 - 243

4,080 4,195 2,935 2,923


Notes (continued)

23 Provisions for liabilities and charges


2000 1999

Deferred taxation €'000 €'000

Group


Charged/(credited) in period/year (2,541) 2,368

Translation adjustment 270 525


Deferred taxation represents provision for timing differences as follows:


2000 1999

Group €'000 €'000

Accelerated capital allowances 7,008 7,752

Other timing differences 9,983 11,510

16,991 19,262

The full potential liability on total differences is as follows:


2000 1999

€'000 €'000

Accelerated capital allowances 8,891 9,602

Other timing differences 12,520 13,177

21,411 22,779


Notes (continued)

24 Called-up share capital

Number 31 December 31 Octoberof shares 2000 1999

Group and company ('000) €'000 €'000

Authorised

Ordinary shares of €6 cents each 438,000 26,280 26,280

€10.4753 cents (net) convertible cumulative preferenceshares of €1.2697381 each 58,000 73,645 73,645

5% convertible cumulative redeemable preferenceshares of Stg£1 each 6,000 9,281 9,281

Unclassified shares of Stg£1 each 6,500 9,038 9,038

Allotted, called-up and fully paid

Ordinary shares of €6 cents each 302,977 18,179 17,825

€10.4753 cents (net) convertible cumulative preferenceshares of €1.2697381 each 51,309 65,149 71,841

83,328 89,666

Number

of shares

Movements during period ('000) €'000

Ordinary shares of €6 cents each

At beginning of period 297,085 17,825Share options exercised 622 37Conversion of €10.4753 cents (net) convertible cumulativepreference shares of €1.2697381 each 5,270 317


At 31 December 2000, the total number of shares acquired by the company and subsidiary companies in Fyffes plc amounted to 9,021,610(1999: 9,021,610) ordinary shares of €6 cents each. These shares have been included in the total number of ordinary shares of 302,977,000 at31 December 2000, above. The rights to dividends on these shares have been waived and they are not included in the calculation of earningsper share. All of these shares have been delisted by the company.

The holders of the €10.4753 cents (net) convertible cumulative preference shares are entitled to convert into fully paid €6 cents ordinaryshares at a price of €1.3967 per ordinary share on the last day of any month between August 1991 and November 2001 (inclusive) whenconversion is automatic. For the purposes of conversion each convertible cumulative preference share shall have a value of €1.3967. Ifconversion had taken place at 31 December 2000 an additional 51,309,118 ordinary shares would have been issued.

The holders of the €10.4753 cents (net) convertible cumulative preference shares of €1.2697381 each have the right to receive notice of andattend general meetings of the company. The shares are non-voting except in certain specified circumstances. During the period 5,270,000(1999 - 217,000) shares were converted into fully paid ordinary shares in accordance with the above terms.

Under the company’s share option scheme options have been granted to employees to purchase ordinary shares in the company at pricesranging from €1.02 to €2.70. The aggregate nominal value of the options granted but not exercised shall not exceed 5% of the nominal valueof the total allotted ordinary share capital of the company. During the period 621,339 options were exercised for a total consideration of€762,000, 968,500 options were granted and 22,500 options lapsed. At 31 December 2000, options over 12,432,507 (1999 - 12,107,846)ordinary shares had not yet been exercised.


Notes (continued)

25 Share premium account


Group and company €'000 €'000

At beginning of period/year 85,960 85,008Premium on issue of ordinary shares and conversion of preference shares 7,100 952


26 Analysis of changes in share capital and share premium during the period

Share Share

Capital Premium


At beginning of period 89,666 85,960Ordinary shares issued for cash - share options exercised 37 725Preference shares converted in period (6,375) 6,375


27 Revaluation reserve



At beginning and end of period/year 503 503

28 Other reserves

Capital Capital

redemption conversion

reserve reserve

fund fund Total

Group and company €’000 €’000 €’000

At beginning and end of period 9,280 1,034 10,314

29 Profit and loss account

The loss attributable to Group shareholders dealt with in the financial statements of the holding company for the period ended 31 December2000 was €21,299,000 (1999 - €6,099,000). As permitted by Section 3(2) of the Companies (Amendment) Act, 1986, the profit and loss accountof the company has not been separately presented in these financial statements.

The Group's share of the post acquisition retained profits of associates and joint ventures at 31 December 2000 amounted to €32,620,000(1999 - €36,332,000).

Currency translation adjustments of €502,000 debit (1999 - €315,000 credit) arising on the retranslation of foreign currency borrowings havebeen netted against the currency movements arising on the retranslation of the net assets of overseas subsidiaries, joint ventures andassociates.

The total movement on goodwill set off against revenue reserves during the period amounts to €1,496,000 (see note 32).

The Group profit and loss account reserves of €68,808,000 are stated after the deduction of €16,582,000 relating to ordinary €6 cents shares inFyffes plc held by the company and by a subsidiary company.


Notes (continued)

30 Shareholders' funds


2000 1999

Group €'000 €'000

Equity 186,433 207,968

Non-equity (see note below) 69,580 76,942

256,013 284,910

Company

Equity 162,930 195,024

Non-equity (see note below) 69,580 76,942

232,510 271,966

The non-equity interest of €69,580,000 (1999 : €76,942,000) relates to the €10.4753 cents (net) convertible cumulative preference shares of

€1.2697381 each and the related share premium which must be shown separately under Financial Reporting Standard No. 4, Capital

Instruments. These shares will be converted into ordinary shares by November 2001.

31 Minority interests


2000 1999

Group €’000 €'000

Equity 38,214 35,832

Non-equity 5 5

38,219 35,837


Notes (continued)

32 Acquisitions and disposals/terminations

(a) Subsidiary undertakings

A summary of the effect of acquisitions of subsidiaries during the period is as follows:

Book value at Fair value Fair value

acquisition adjustments to the Group

€'000 €'000 €'000

Tangible assets 132 - 132

Stock 81 - 81

Debtors 738 - 738

Creditors (481) - (481)

Deferred taxation assets 3,521 (3,521) -

Minority interests (74) - (74)

Net assets acquired 3,917 (3,521) 396

Goodwill capitalised (note 14) 1,335

1,731

Satisfied by:

Cash 1,731

The principal acquisitions during the period were:

Company Share of net assets acquired Date of acquisition

Fruites D’or (Spain) 50% 25 January 2000

Eurobanan Norte (Spain) 100% 21 July 2000

The fair value adjustment above arises from the alignment of the accounting policies of the acquired subsidiary with those of the Group.

All goodwill in relation to acquisitions during the period has been capitalised in accordance with FRS10 (see note 14).


32 Acquisitions and disposals/terminations (continued)

A summary of the effect of disposals and termination of activities of subsidiaries during the period is as follows:

€'000

Tangible assets 2,358

Stock 64

Debtors 196

Creditors (391)

Minority interests (1,059)

1,168

Goodwill on disposal 20

Loss on disposal/termination of activities (note 8) (1,484)

(296)

Satisfied by:

Cash and overdrafts in disposed subsidiaries 108

Subsidiary becoming an associate 696

Cash outflow from termination of subsidiary activities (1,100)

(296)

During the period the Group reduced its holding in D&F Farms Limited in Belize from 50% to 40%. The remaining 40% was subsequently

disposed of prior to the period end. The Group also terminated the activities of a number of specialised distribution businesses in the UK in

the period.

The cumulative amount of goodwill, resulting from acquisitions and disposals which has been set against revenue reserves at 31 December

2000 amounts to €222,066,000 (1999 - €220,570,000).

The movement on goodwill set off against revenue reserves relates principally to revisions to goodwill on past acquisitions due, inter alia, to

deferred consideration adjustments of €1,637,000 less goodwill (previously written off on the acquisition of subsidiary, joint venture and

associated undertakings) now written back to the profit and loss on the disposal of these entities in the current period of €141,000, including

€20,000 relating to subsidiaries (as above).

(b) Joint venture and associated undertakings

€’000

Proceeds on disposal of associated undertakings 1,219

Expenditure in respect of termination of joint venture undertakings (3,152)

Net cash outflow on disposal/termination of joint venture and associated undertakings (1,933)

Notes (continued)


Notes (continued)

33 Commitments and contingencies

(a) Capital commitments

The directors have authorised capital expenditure of €26,600,000 at the balance sheet date (1999 - €39,000,000). Capital expenditure

contracted for at 31 December 2000 amounted to €4,473,000 (1999: €3,918,000).

(b) Subsidiary undertakings

In order to avail of the exemption under Section 17 of the Companies (Amendment) Act, 1986 the holding company has guaranteed the

liabilities of certain of its subsidiary undertakings registered in Ireland. As a result the following subsidiary undertakings have been

exempted from the provisions of Section 7 of the Companies (Amendment) Act, 1986:

Bolanpass Limited Jack Dolan Limited

Backhouse Supermarkets Limited Jahno Limited

Banana Importers of Ireland Limited J. Lightfoot & Son Limited

Bernard Dempsey & Co. Limited J. Lightfoot (Market) Limited

Brinton Investments Limited Kinsealy Farms Limited

Charles McCann Group Limited Lanpak Fruit Limited

Ebbtide Limited McCann Nurseries Limited

Elders & Fyffes Investments Motcombe Limited

Elk Products (1975) Limited Melvich Limited

Everfresh Limited Millerton Limited

Florexport (Ireland) Limited Munster Fruit & Produce Limited

FII (Market) Limited Negev Limited

FII (Export) Limited Old Kinsealy Limited

FII Fruit Importers of Ireland Limited Optiplex Limited

FII Banana Processing Limited Philip Lenehan Limited

Fyffes Bananas North America Limited Premier Fruit Company Limited

Fyffes Group Procurement Limited Shiel & Byrne Limited

Fyffes Group Ireland Limited Southern Fruit Suppliers (Waterford) Limited

Fyffes Banana Processing Limited Spilsby Limited

Fyffes Secretarial Services Limited Swords Business Park Limited

Fyffes Investment Holdings Tropical Fruit Company (Cork) Ltd

Green Ace Producer Group Limited Tropical Fruit Company (Ireland) Ltd

Helston Securities Limited Uniplumo (Ireland) Limited

Humbolt Limited United Fruit Importers (1975) Limited

Huntroyde Limited Waddel Limited

Irish Elk Products (1975) Limited Waterford Fruit (Wholesale) Limited

The holding company has guaranteed the borrowings of subsidiary undertakings in the amount of €179,458,000 (1999 - €179,377,000).


Notes (continued)

33 Commitments and contingencies (continued)

(c) Guarantees

(i) Fyffes plc together with the governments of the Windward Islands has guaranteed the bank borrowings of Windward Island Banana

Development and Export Company (Wibdeco) which were used to fund Wibdeco’s equity investment in the joint venture companies set

up by Fyffes plc and Wibdeco to acquire the banana business of Geest plc in January 1996. At 31 December 2000 the amount of these

borrowings was €9,414,000 (1999: €12,316,000).

Fyffes plc and Wibdeco have jointly and severally indemnified Geest plc and the providers of the loan finance to the joint venture

companies against any one of the joint venture companies failing to meet its obligations under the bareboat charter agreements relating

to the two island class ships which were taken over under the acquisition. The total amount due under the bareboat charter agreements at

31 December 2000 was US$75,493,000 (€80,410,000) (1999: US$78,549,000, €74,737,000). The two island class ships are currently time

chartered to a third party.

At 31 October 1999 Fyffes plc had indemnified Geest plc for all claims which may arise under the performance guarantees which Geest plc

has provided to the financiers of the island class ships. Under the indemnification agreement, Fyffes plc held €38,545,000 at 31 October

1999 in an escrow account as a security deposit. Following agreement with Geest plc, during the financial period, the funds in this escrow

account were released.

(ii) Fyffes plc has issued counter indemnities in the amount of €2,072,000 (1999: €8,956,000) as security for bank guarantees issued in respect

of deferred consideration which may become payable in connection with the acquisition of certain subsidiary undertakings and certain

loan notes issued in respect of previous acquisitions.

(iii) Fyffes plc has issued a counter indemnity for a maximum of €2,130,000 in respect of a bank guarantee securing the bank borrowings of

NAFSA S.A., in Chile, a joint venture company in which the Group has a 50% interest. A counter guarantee has been received from Borg

Produce (a company which has an interest in the NAFSA joint venture) for 50% of the amounts outstanding. At 31 December 2000 the

bank borrowings in NAFSA covered by this guarantee and counter indemnity were €1,917,000.

(d) Contingencies

From time to time the Group is involved in claims and legal actions which arise in the normal course of business. Based on information

currently available to the company and legal advice, the directors do not believe such litigation will, individually or in the aggregate, have

a material adverse effect on the financial statements of the Group.

34 Pensions

The Group operates a number of externally funded defined benefit and defined contribution pension schemes. The schemes are set up under

trusts and the assets of the schemes are therefore held separately from those of the Group.

The pension cost charged to the profit and loss account for the period was €4,117,000 (1999 - €3,507,000) . Contributions to the schemes are

made in accordance with the actuaries’ recommended contribution rates and are based on the most recent actuarial valuations which were

completed for the main Group schemes within the last three years. The actuarial methods used were the attained age method and the

projected unit credit method.

The assumptions which most significantly affect the incidence of pension costs are those relating to the rate of return on the investments of

the schemes and the rate of increase in salaries and pensions. For the main Group schemes the rate by which the long term investment

return is assumed to exceed the rate of increase in salaries is 1.5% per annum. In addition, appropriate allowance has been made for pension

increases in accordance with the rules of the schemes.

At the dates of the most recent actuarial valuations the market value of these schemes' assets was €192,505,000 (1999 - €141,637,000) and this

amount was more than sufficient to meet the liability for benefits under the valuation methods for service to the valuation date and based on

salaries projected to retirement or earlier exit. The actuarial reports are not available for public inspection. However, the results of valuations

are advised to members of the schemes.


Notes (continued)

35 Related party transactions

Transactions with joint ventures and associates

The Group trades in the normal course of its business with its joint ventures and associates. A summary of transactions with these related

parties during the period ended 31 December 2000 is as follows:-

Sales Sales Purchases Purchases

2000 1999 2000 1999

€’000 €’000 €’000 €’000

Joint ventures:

Windward Isles Banana Company Holdings (Jersey) Ltd 21,130 26,185 49 1,997

Capespan International Holdings Ltd 1,430 - 50,050 -

Other 2,712 15,377 22,961 27,526

Associates 3,111 1,417 2,123 1,046

28,383 42,979 75,183 30,569

The amounts due from and to joint ventures and associates at the period end are disclosed in notes 18 and 19 respectively.

Connected individual

During the period a payment of €171,000 was made to the company secretary, Mr Philip Halpenny, in connection with the disposal of certain

property in Ireland by a subsidiary company, in which he was a former minority shareholder.

Development property joint venture

During the financial period the Group set up a joint venture undertaking with a third party property development company, Lagan

Developments Limited, in order to develop certain land attached to one of its depots in Ireland. The development property company acquired

a small portion of the Fyffes land directly from the Group for a consideration of €1,900,000 and both parties subsequently contributed equal

parcels of land into the joint venture.

This joint venture undertaking subsequently obtained direct bank financing, secured on the land, a portion of which was paid to the Group in

respect of the land it contributed to the joint venture.

Coplaca

Coplaca is a co-operative of banana growers in the Canary Islands and owns 50% of the share capital of EurobananCanarias SA, the other 50%

being owned by the Group. During the period EurobananCanarias SA purchased goods and services from Coplaca in the normal course of its

business which are not material in relation to the sales and purchases of the Group. At 31 December 2000 the net amount due to Coplaca by

EurobananCanarias SA was €5,460,000 (1999: €5,116,000).


Notes (continued)

36 Derivative and other financial instruments

The Group’s treasury activities are undertaken to finance its operations and reduce the various financial risks arising from those operations.

The policies under which these activities are managed are set out on page 20. The numerical disclosures related to the Group’s financial

assets, liabilities and derivative instruments which may be entered into in connection with the management of these assets and liabilities are

set out below under the relevant risk category or activity.

(a) Interest rate risk profile

2000 2000 2000 2000 1999

Preference Financial Financial

Shares Liabilities Assets Net Net

Group €’000 €’000 €’000 €’000 €’000

Denominated in Euro currencies

Interest rate fixed (65,149) (16,441) - (81,590) (78,485)

Interest rate floating - (137,613) 137,932 319 20,379

Interest free - (5,628) 33,411 27,783 10,922

Total (65,149) (159,682) 171,343 (53,488) (47,184)

Denominated in Sterling

Interest rate fixed - (18,429) 41,940 23,511 41,971

Interest rate floating - (86,173) 170,109 83,936 54,187

Interest free - (101) 5,938 5,837 5,925

Total - (104,703) 217,987 113,284 102,083

Denominated in US Dollars

Interest rate fixed - (1,102) - (1,102) (801)

Interest rate floating - (2,991) 3,736 745 36,893

Interest free - (251) 1,026 775 -

Total - (4,344) 4,762 418 36,092

Denominated in other currencies

Interest rate fixed - - 2,248 2,248 5,745

Interest rate floating - (12,130) 7,601 (4,529) (5,795)

Interest free - - 928 928 14

Total - (12,130) 10,777 (1,353) (36)

Grand Total (65,149) (280,859) 404,869 58,861 90,955

In accordance with the definitions set out in FRS 13 ‘Derivatives and Other Financial Instruments: Disclosures’ financial liabilities comprise

bank loans and overdrafts, finance lease liabilities, Fyffes plc preference shares, and sundry creditors falling due after more than one year,

including deferred acquisition consideration and government grants. Financial assets comprise cash at bank and bank deposits together with

trade investments and sundry debtors due after more than one year. Sundry debtors and creditors falling due within one year are not

included.


Notes (continued)

36 Derivative and other financial instruments (continued)

The Group’s floating rate financial assets and liabilities primarily bear interest rates based on EURIBOR rates fixed for periods ranging from

one to twelve months and LIBOR rates ranging from one to twelve months.

The weighted average interest rates of fixed rate instruments are as follows:

Liabilities Assets

Euro Denominated * 7.61% NM

GBP Denominated 6.68% 5.71%

USD Denominated 6.60% NM

Denominated in other currencies NM 6.94%

NM - Not sufficiently material

* Includes €10.4753 cents convertible cumulative preference shares of €1.2697381 each which pay a fixed rate dividend of 8.25%.

The weighted average period for which these rates are fixed is as follows:

Liabilities Assets

Euro Denominated 1.1 years NM

GBP Denominated 1.8 years 1.5 years

USD Denominated 11 years NM

Denominated in other currencies NM 9.5 years

NM - Not sufficiently material

The non interest bearing financial assets and liabilities primarily comprise trade investments and certain sundry debtors and creditors, due

after more than one year.

The maturity profile of the Group’s financial liabilities, split between preference shares and other (consisting primarily of bank loans and

overdrafts) is as follows:

2000 1999

Preference shares Other Total Total

€’000 €’000 €’000 €’000

Within one year (or on demand) 65,149 142,292 207,441 172,786

Between one and two years - 70,406 70,406 120,061

Between two and five years - 64,121 64,121 26,816

After five years - 4,040 4,040 3,025

Total 65,149 280,859 346,008 322,688

At 31 December 2000 the Group had available undrawn committed banking facilities amounting to €72.0 million (1999: €61.6 million), the

majority of which expire within one year.


Notes (continued)

36 Derivative and other financial instruments (continued)

(b) Currency analysis

The balance sheets of various subsidiary companies include monetary assets and liabilities denominated in currencies other than the

operating currencies of those subsidiaries. After taking into account any currency hedges in place these balance sheet currency exposures at

31 December 2000 can be summarised as follows:

Currency of denomination of asset/liability

EUR GBP USD Other Total

€’000 €’000 €‘000 €’000 €’000

Monetary assets 32,585 51,775 54,538 2,368 141,266

Monetary liabilities (20,110) (23,747) (45,670) (3,753) (93,280)

Net 12,475 28,028 8,868 (1,385) 47,986

(c) Hedging activities

The Group enters a variety of derivative instruments on a non-speculative basis in order to manage its currency and interest rate risks. These

instruments are predominantly forward purchases and sales of foreign currency. Certain of these derivative instruments are accounted for

under hedge accounting whereby changes in the fair value of these instruments are not recognised in the financial statements until the hedge

position matures. Unrecognised gains and losses on the instruments can be summarised as follows:

Total net

Gains Losses gains/(losses)

€’000 €’000 €’000

Unrecognised gains/(losses) on hedges at beginning of period 40 (747) (707)

Gains/(losses) arising in previous years which were recognised in current period (40) 747 707

Gains/(losses) relating to previous years which were not recognised in the current period - - -

Gains/(losses) arising in the current period which were not recognised in the current period 232 (72) 160

Unrecognised gains/(losses) on hedges at end of period 232 (72) 160

Of which:

Gains/(losses) expected to be recognised in the next financial year 217 (69) 148

(d) Fair value adjustments

With the exception of the unrecognised gains/losses on hedges in note 36(c) above and the market value of listed investments in note 16, the

fair values of the Group’s financial assets and liabilities are not considered to be materially different to their book value. In addition, Fyffes plc

€10.4753 cents convertible cumulative preference shares had a market price on the Irish Stock Exchange at 31 December 2000 of €1.00 giving

a total market value of €51,309,000 on that date.

37 Comparative amounts

Comparative amounts have been regrouped, where necessary, on the same basis as those for the current period.

38 Approval of financial statements

The directors approved the financial statements on 21 March 2001.


Principal subsidiaries, joint ventures and associates at 31 December 2000

The principal areas of operation are the countries of incorporation.

Subsidiaries Principal activity Group share %

Incorporated in Ireland

Fyffes Group Ireland Limited (1)* Fresh produce distributor 100

Banana Importers of Ireland Limited (1)* Fresh produce distributor 95

Bernard Dempsey & Co Limited (1)* Fresh produce distributor 100

Jack Dolan Limited (1)* Investment holding company 100

Green Ace Producer Group Limited (1) Fresh produce distributor 92

Kinsealy Farms Limited (1)* Fresh produce distributor 100

Allegro Limited (1)* Consumer goods distributor 90

Fyffes International Holdings Limited (1)* Investment holding company 100

Uniplumo (Ireland) Limited (2)* Cultivation and distribution of houseplants 90

Sunpak & Mayfield Fresh Produce Limited (3)* Fresh produce distributor 100

Hugh McNulty (Wholesale) Limited (4)* Fresh produce distributor 50

Universal Fruit (5) Fresh produce procurement 100

The registered offices of the above are:

(1) 1 Beresford Street, Dublin 7.

(2) Kenmare, Co. Kerry.

(3) 90 South Mall, Cork.

(4) 39/40 Upper Mount Street, Dublin 2.

(5) 4 Shannon Business Park, Shannon, Co. Clare.

Incorporated in the United Kingdom

Frank E Benner Limited (6) Fresh produce distributor 100

Daniel P Hale and Co Limited (6) Fresh produce distributor 100

Fyffes Group Limited (7) Fresh produce distributor 100

W J Pearson & Sons Limited (7) Fresh produce distributor 100

Padwa Group Limited (7) Fresh produce distributor 100

E & F Lines Limited (7) Shipping 100

FII Holdings Limited (7)* Investment holding company 100

James Lindsay & Son plc (8) Fresh produce distributor 100


(6) Balmoral Market, Balmoral Road, Belfast BT12.

(7) Houndmills Industrial Estate, Houndmills Road, Basingstoke, Hampshire RG21 6XL.

(8) Fruit Market, Chesser Avenue, Edinburgh EH14 1TT.




Incorporated in the Netherlands

Velleman & Tas International B.V. (9) Fresh produce distributor 100

Anaco International B.V. (10) Fresh produce distributor 50

Greeve Citrus B.V. (11) Fresh produce distributor 50


(9) Marconistraat 19, 3029 AE Rotterdam.

(10) Postbus 31, 2685 ZG Poeldijk.

(11) Groenteveiling Westland, Poeldijk, Postbus 214, 2680, AE Monster.

Incorporated in France

Sofiprim S.A. Fresh produce distributor 50

The registered office is 45, Rue d’Avignon, Fruileg 677, 94574 Rungis Cedex, France.

Incorporated in Spain

EurobananCanarias S.A. (12) Fresh produce distributor 50

Angel Rey S.A. (13)** Fresh produce distributor 70

Frutas IRU S.A. (14) *** Fresh produce distributor 50


(12) Avenida Francisco La Roche, 38801 Santa Cruz de Tenerife.

(13) Mercamadrid, Nave D, Puestos 47 y 49, 28018 Madrid.

(14) Puestos 326-328, Mercabilbao, 48970 Basauri, Vizcaya, Spain.

** Owned by EurobananCanarias S.A.

*** Owned by Angel Rey S.A.

Incorporated in Denmark

Brdr Lembcke A.S. Fresh produce distributor 50

The registered office is Gronttorvet, 220, Copenhagen.

Incorporated in Germany

J. A. Kahl (GmbH & Co) Munich Fresh produce distributor 100

Fyffes GmbH* Investment holding company 100

The registered office of both entities is Bauernbrauweg 1, 8000 Munich.




Incorporated in Italy

Peviani Spa Fresh produce distributor 50

The registered office is Via Maspero, 20, 1 - 20137, Milan.

Incorporated in Jersey

Fyffes Windward Holdings Limited * Investment holding company 100

The registered office is Huguenot House, 28 La Motte Street, St. Helier.

Incorporated in the United States of America

Fyffes Inc. Fresh produce distributor 100

The registered office is 10100 West Sample Road, Suite 405, Coral Springs, Florida, 33065 USA.

Big River LLC Manufacture and distribution of packaging and consumables 50

The registered office is 4915 I55 North, Suite 208 - B, Jackson, Mississippi 39326-2812 USA.

Joint ventures Principal activity Group share %

Incorporated in the United Kingdom

Windward Isles Banana Company (UK) Limited Investment holding company 50

The registered office is The Windward Terminal, Herbert Walker Avenue, Southampton.

Capespan International Holdings Limited Fresh produce distribution 50

The registered office is Farnham Royal, Buckinghamshire, SL2 3RQ.

Incorporated in Jersey

Windward Isles Banana Company Holdings (Jersey)

Limited Investment holding company 50

The registered office is 31 The Parade, St. Helier.

Associates Principal activity Group share %

Incorporated in Belize

Toledo Enterprises Limited Port operations 50

The registered office is at Big Creek, Independence, Stann Creek District, Belize.

All shareholdings in subsidiaries, joint ventures and associates consist of ordinary shares.

* Subsidiary undertakings owned directly by Fyffes plc.


Notice of Annual General Meeting Fyffes plc period ended 31 December 2000

Notice is hereby given that the Annual General Meeting of Fyffes plc will be held at the Burlington Hotel, Dublin 4 on Monday, 18 June2001 at 10.30 a.m. for the following purposes:-

1. To receive and consider Statements of Account for the fourteen months ended 31 December 2000 and the Reports of the directors andauditors thereon.

2. To confirm the interim dividend and declare a final dividend of €3.2549 cents per share on the ordinary shares for the fourteen monthperiod ended 31 December 2000.

3. By separate resolutions to re-elect as directors the following who retire in accordance with the Articles of Association and being eligibleoffer themselves for re-election:-

(A) N. V. McCann(B) J. F. Gernon(C) G. B. Scanlan

4. To authorise the directors to fix the remuneration of the auditors for the year ending 31 December 2001.

As special business to consider and, if thought fit, pass the following resolutions:-

5. As ordinary resolutions:

"That the directors are hereby unconditionally authorised to exercise all the powers of the company to allot relevant securities (within themeaning of Section 20 of the Companies (Amendment) Act, 1983) up to an aggregate nominal amount of €5,878,514 provided that thisauthority shall expire at the earlier of the close of business on the date of the next Annual General Meeting after the passing of thisresolution or the day which is 18 calendar months after the date of passing of this resolution, provided however that the company maybefore such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and thedirectors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired."

6. As special resolutions:

(A) "That pursuant to Article 6(d) of the Articles of Association and Section 24 of the Companies (Amendment) Act, 1983 thedirectors are hereby empowered to allot equity securities (as defined by Section 23 of that Act) for cash pursuant to theauthority to allot relevant securities conferred on the directors by resolution 5 above in the notice of this meeting as if sub-section (1) of the said Section 23 did not apply to any such allotment provided that this power shall be limited to the mattersprovided for in Article 6(d)(i) to (ii) of the Articles of Association and subject to the other restrictions contained in Article 6(d)."

(B) "That the company and/or any subsidiary (as defined by Section 155 of the Companies Act, 1963) of the company is herebygenerally authorised to make market purchases (as defined by Section 212 of the Companies Act, 1990) of shares of any classin the company ("shares") on such terms and conditions and in such manner as the directors may determine from time totime but subject to the provisions of the Companies Act, 1990 and to the following restrictions and provisions:-

(a) The maximum number of ordinary shares (as defined in the Articles of Association of the company) authorisedto be acquired pursuant to this resolution shall not exceed 29,395,508;

(b) the maximum number of 8.25% preference shares (as defined in the Articles of Association of the company)authorised to be acquired pursuant to this resolution shall be 5,130,912 provided that such authorisation shallonly take effect with the sanction of a special resolution passed at a separate general meeting of the holders of the8.25% preference shares;

(c) the minimum price which may be paid for any share shall be an amount equal to the nominal value thereof;

(d) the maximum price which may be paid for any share (a "relevant share") shall be an amount equal to 105% ofthe average of the five amounts resulting from determining whichever of the following (i), (ii) or (iii) specifiedbelow in relation to the shares of the same class as the relevant share shall be appropriate for each of the fivebusiness days immediately preceding the day on which the relevant share is purchased, as determined from theinformation published in the Irish Stock Exchange Daily Official List reporting the business done on each ofthose five business days:


(i) if there shall be more than one dealing reported for the day, the average of the prices at which suchdealings took place; or

(ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or(iii) if there shall not be any dealing reported for the day, the average of the high and low market guide

prices for that day;

and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if thereshall not be any market guide price reported, for any particular day then that day shall not count as one of thesaid five business days for the purposes of determining the maximum price. If the means of providing theforegoing information as to dealings and prices by reference to which the maximum price is to be determined isaltered or is replaced by some other means, then a maximum price shall be determined on the basis of theequivalent information published by the relevant authority in relation to dealings on the Irish Stock Exchange orits equivalent;

(e) the authority hereby granted shall expire at the close of business on the date of the next Annual General Meetingof the company or the day which is 18 calendar months after the date of passing of this resolution, whichever isthe earlier, unless previously varied, revoked or renewed by special resolution in accordance with the provisionsof Section 215 of the Companies Act, 1990. The company or any such subsidiary may enter before such expiryinto a contract for the purchase of shares which would or might be executed wholly or partly after such expiryand may complete any such contract as if the authority conferred hereby had not expired."

(C) "That, subject to the passing of resolution 6(B), for the purposes of Section 209 of the Companies Act, 1990 the reissue pricerange at which any treasury shares (as defined by the said Section 209) for the time being held by the company may bereissued off-market shall be as follows:-

(a) The maximum price at which a treasury share may be reissued off-market shall be an amount equal to 120 percent of the "appropriate price"; and

(b) the minimum price at which a treasury share may be reissued off-market shall be an amount equal to 95 per centof the appropriate price.

For the purposes of this resolution the expression "appropriate price" shall mean the average of the five amounts resultingfrom determining whichever of the following (i), (ii) or (iii) specified below in relation to shares of the class of which suchtreasury share is to be reissued shall be appropriate in respect of each of the five business days immediately preceding the dayon which the treasury share is reissued, as determined from information published in the Irish Stock Exchange Daily OfficialList reporting the business done in each of those five business days:-

(i) if there shall be more than one dealing reported for the day, the average of the prices at which suchdealings took place; or

(ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or(iii) if there shall not be any dealing reported for the day, the average of the high or low market guide

prices for the day;

and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not beany market guide price reported, for any particular day then that day shall not count as one of the said five business days forthe purposes of determining the appropriate price. If the means of providing the foregoing information as to dealings andprices by reference to which the appropriate price is to be determined is altered or is replaced by some other means, then theappropriate price shall be determined on the basis of the equivalent information published by the relevant authority inrelation to dealings on the Irish Stock Exchange or its equivalent.

The authority hereby conferred shall expire at the close of business on the day of the next Annual General Meeting of thecompany or the day which is 18 calendar months after the date of passing of this resolution, whichever is the earlier, unlesspreviously varied or renewed in accordance with the provisions of Section 209 of the Companies Act, 1990."

Philip Halpenny, Secretary

1 Beresford Street, Dublin 714 May, 2001


Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint a proxy (who need not be a member of the company) to attend, speak andvote in his/her place. Completion of a form of proxy will not affect the right of a member to attend, speak and vote at the meeting in person.

2. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or a certifiedcopy of such power or authority) must be lodged with the company's registrar, Computershare Services (Ireland) Limited, P.O. Box 954, Sandyford,Dublin 18 by not later than 10.30 a.m. on Saturday, 16th June 2001.

3. The company, pursuant to Regulation 14 of the Companies Act, 1990 (Uncertified Securities) Regulations, 1996, specifies that only those shareholdersregistered in the register of members of the company as at 6.00pm on Saturday 16th June 2001 (or in the case of an adjournment as at 48 hours before thetime of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time.Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting.


Notes

Designed and produced by Image Now Consultants, Dublin

Fyffes plc

1 Beresford Street, Dublin 7, Ireland.Telephone: +353 1 887 2700Facsimile: + 353 1 887 2751Website: www.fyffes.com

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