We’re food lovers!

”Our motto is that we only purchase what we would want to eat ourselves”

STC GREENFOOD ANNUAL REPORT

2013

Contents

Our roots 3

STC GreenFood in brief 4

This is STC GreenFood 2013 5

CEO’s comments 6

Strengths that match the trends 8

Our three business areas 10

Fresh Cut continues to grow 12

The Finnish market 15

Back office 16

Annual financial statements 2013 19

A N N U A L R E P O R T 2 0 1 3 2

Scandinavian Trading Company (STC) was acquired from Volvo in 1989 by AB Interfinans – a privately owned Swed-ish investment company which creates growth in value through long-term portfolio management of SMEs. Even back then, there was some fruit and vegetable trading, and 25% of Ewerman was acquired in 1991. The remaining shares in Ewerman were acquired a few years later, together with 33% of Salico, thereby intensifying the focus on fruit and vegetables. At the same time, Interfinans and STC merged to form the parent company STC Interfinans. In the late 1990s, the remaining shares in Salico were acquired, together with Allfrukt and the Finnish company Salico Oy. A few years later, the Finnish company Sato-tukku was also acquired. In 2009, all fruit and vegetable companies were gathered

in the subsidiary group STC GreenFood to ensure continuing growth in imports, wholesale activities and fresh cut. The newly established company STC Iberica was also incorporated into the group. STC Iberica was established as a com-mon purchasing organisation for goods produced in Spain.

Hemberg Group and Wermfood were acquired in 2011. The Eden Salladsbar business area was established in the same year.

In 2012, Lars Åström took over as Presi-dent and CEO. STC GreenFood acquired the remaining 30 percent minority stake in TFC Fruit in Sweden AB, which became a wholly-owned subsidiary. The business was integrated with Ewerman AB.

The Group’s current strong position in the market has been achieved through its ability to identify relevant trends and to build an organisation that creates a competitive advantage in responding to these trends. In many cases, the Group has not only followed trends, but has also been a major player in creating and rein-forcing trends. Specifically in the business areas Fresh Cut and Salladsabars where the group drives an hole new segment around convenience food.

With Sweden and Finland as its main markets, STC GreenFood is currently well positioned to meet the market’s needs – particularly in the sector’s growth areas.

Our roots

OUR HISTORY

1989 Interfinans AB acquires

Scandinavian Trading Company (STC),

and the establishment in fruit and

vegetables begins.

1991 STC acquires 25 percent of fruit

and vegetable company Ewerman.

1994 Interfinans and STC merge to form

the parent company STC Interfinans.

The Company acquires the remaining

75 percent of Ewerman including a 33

percent stake in Salico. The focus on fruit

and vegetables intensifies.

1998 STC Interfinans acquires the

remaining shares in Salico.

1999 STC Interfinans acquires Allfrukt.

Salico Oy is acquired.

2000/2002 Satotukku is acquired.

2009 All fruit and vegetables companies

are gathered in the newly formed

subsidiary group STC GreenFood.

STC Iberica is established.

2011 STC GreenFood acquires Hemberg

Group and Wermfood.

Eden Salladsbar is established.

2012 Lars Åström takes over as

President and CEO.

STC GreenFood acquires the remaining

30 percent minority stake in TFC Fruit in

Sweden AB. The business is integrated

with Ewerman AB.

A central finance centre is established in

Helsingborg for the Swedish companies.

Over a quarter of a century we have created what is now STC GreenFood – a leading independent Nordic player in fruit and vegetables. With 535 employees, we conduct operations in three business areas: Trading, Fresh Cut and Eden Salladsbar.

3 A N N U A L R E P O R T 2 0 1 3

Net sales

Increase in net sales

2013 IN BRIEF

STC GreenFood refined its offering in 2013, focusing on healthy meals – a clear objective of our strategy, which in recent years has focused on Food connoisseur, Local, Healthy and Innovation.

We developed products under the Eden brand in the consumer market and the SallaCarte brand in the HoReCa (hotel, restaurant and catering) market. Eden Salladsbar in Sweden and Eden Salaat-tibaari in Finland provide time-saving healthy meals, while also creating awareness of the Eden brand. We also have a large number of asso-

ciated launches in the three business areas. We are seeing products under the Eden brand increasing their propor-tion of our sales, while also achieving a higher sales margin for our customers and in our companies.

Business concept

STC GreenFood sells

fresh and processed

fruit and vegetables

to customers in Scan-

dinavia and around

the Baltic Sea. With

our product range,

efficiency and proximity

we are always able to

meet the unique needs

of our customers.

3.0 billion

3.9 %

STC GreenFood in brief

FOODIE

INNOVAT

ION

HEALTHY LOCAL

DISCOUNT AND PREMIU

M

SIM

PLE

AND CONVENIENT

HEA

LTH AND WELLBEING NATURAL A

ND LO

CAL

STC GreenFood is the Nordic region’s leading player in the development of fruit and vegetables, with Finland and Sweden as its main markets. We have the market’s widest range, while also conducting product range deve-lopment for fresh cut.

A N N U A L R E P O R T 2 0 1 3 4

Q1 Q2 Q3 Q4

2013 IN BRIEF

January, a new production line with automatic root re-moval is installed at Salico AB.

February, the majority of Hembergs Trädgårdsproduk-ter’s business is transferred to Ewerman.

May, new high-efficiency dryer is installed at Salico AB.

STC GreenFood acquires the remaining 49 percent minority stake in Eden Salladsbar AB.

June, the range of health products (salad and fruit) is ex-panded to McDonald’s menus.

Johan Bengtsson takes over as new CEO of Ewerman AB.

September, the arbitration dispute with an ERP supplier is lost.

September, Magnus Johans-son is appointed as logistics manager.

Satotukku takes into use a modern logistics system (WMS) in Helsinki.

David Ottoson takes over as CEO of Allfrukt i Stockholm AB.

October, Eden Salladsbar installs its 100th salad bar in Sweden.

November, many of the staff of Allfrukt i Stockholm AB leave and go to a competing business.

December, STC GreenFood forms the company Eden Salaattibaari Oy.

The final stage of the adminis-tration and finance centralisa-tion in Helsingborg is imple-mented in STC GreenFood’s Swedish operations.

*Operating profit before depreciation, amortisation and impairment, adjusted for non-recurring items.

This is STC GreenFood 2013

Net sales

MSEK

20112010 2012 20130

1000

2000

3000

2,113

2,6942,894 3,007

Average number of employees

20112010 2012 20130

200

400

600

240

512 537 535

0

20

40

60

80

20112010 2012 2013

Operating profit/loss*

MSEK

40

51

7065

20112010 2012 20130

25

50

75

100

MSEK

Cash flow from operating activities

14

34

75

90

5 A N N U A L R E P O R T 2 0 1 3

The Group reported net sales of SEK 3,007 (2,894) million, an increase of 3.9% in a very competitive market. Although we are satisfied with the level of net sales, it was unfortunately counteracted by costs of the changes we implemented in 2013. The costs were mainly associat-ed with projects and recruitment of new specialist staff. Operating profit amount-ed to SEK 65.1 (70.3) million. Despite the major change in the Group, the underly-ing operations are stable and profit/loss after financial items was SEK 34.3 (-33.4) million*.Profit/loss for the year was affected by non-recurring costs of SEK 7.5 million relating to a dispute with the previous ERP supplier.

In 2013, we worked hard to create a platform for the future. We focused on the following areas:

• Clarifying our offering – the Eden brand has grown into a common identity for our companies, while our customers and consumers have become aware of the added value.

• Creating purchasing transparency, with more joint purchasing and a common supplier base.

• Introducing a common business sys-tem, with a central finance function, a common HR function and a common switchboard for our Swedish opera-tions, centralised in Helsingborg.

What makes our Group excitingWe have essentially taken the con-sumer perspective in the choices we have made. Our sector has traditionally focused on suppliers and logistics. These are important components but must be regarded as hygiene factors. A good example of how the consumer focus has driven our development is Eden Salladsbar. Eden Salladsbar AB

underwent further de-velopment in 2013 and we also established Eden Salaattibaari Oy in Finland. The salad bar concept has been very well received in the market and new units are quickly achieving high sales without major mar-keting efforts. STC GreenFood is driving the development of the Salladsbar range and many synergies are passing from Eden Salladsbar to our other businesses. We are currently investing heavily in Sal-ico’s food factory where we are tripling

the capacity to meet demand – demand that is driven by Salladsbar as well as other factors!

The fresh cut concept covers several product groups. Pre-packed salads are

obviously an important product, with strong growth in sales in

Sweden over the last 10 years. But we see many other product groups with major potential. One ex-ample is side salads, which are an exciting and healthy complement to a meal. We have also launched a brand new deli range, which helps stores to offer top-class fruit and vegetable products at their deli counter.

We also believe that there will soon be a stronger trend towards solutions that focus on conveni-ence for the consumer, such as fruit salads,

savoury salads and in par-ticular new Grab & Go products.

We have a solid development platform for these items and our Group is currently the market leader in the new products in our range.

CEO’S COMMENTS

An exciting food Group in the makingI have been with STC GreenFood for two years now and much has changed. We have created a group made up of a number of independent companies which have historically been run in a holding company structure. We have taken many steps in the right direction. The sector is in the process of rapid consolidation and, as always, success is linked to the ability to change.

”The sector is in the process of rapid consolidation and, as always, success is linked to the ability to change.”

* The previous year’s figures were affected by goodwill impairment of SEK 72.4 million and restructuring costs of SEK 2.9 million.

A N N U A L R E P O R T 2 0 1 3 6

CEO’S COMMENTS

Structure was an important keyword in 2013 and we made changes that developed human capital into structural capital. This has resulted in a reduced dependence on individuals in companies, and we have built strong teams instead. Openness between the companies has also increased, and we look forward with confidence to 2014 for our three business areas: Trading, Fresh Cut and Eden Salladsbar. Our business areas are described in more detail later on in this report.

Structure is the basis of economies of scaleWhile developing our business, we have also taken several steps in Sweden to build a common platform for accounting, financial monitoring, payroll administra-tion and a common contact centre with a central switchboard. We have decided to call these functions the back office. The same type of change has been initiated in all our departments. Warehouse opera-tions have been modernised and are now more efficient and well structured, while in marketing and sales we have built a market team in order to better serve different customer groups. Overall, the work has resulted in an organisation with higher efficiency and improved delivery quality.

To succeed in a highly competitive market, we need to increase cooperation between the business units.

A functional common back office is an infrastructure that allows such collabo-ration and this is now in place in Sweden. Later on in the annual report, Staffan Rosenblad, the Group’s CFO, will report on what has been done with regard to back office.

In 2013, Tomi Hakkarainen was appoint-ed head of operations in Finland. We made a large IT investment in a new, modern WMS system in Finland during the year. Although the markets in the two countries have many similarities, there are also differences. One of the major challenges in Finland is that it has been hit harder by the recession than has Sweden. Tomi explains more about our development in Finland later on in the annual report.

Challenges and opportunitiesReorganising autonomous companies in a holding company structure into a group cannot be done without friction. In 2013, the majority of Allfrukt’s employees decided to leave and start a company of which our main competitor is the principal owner. It is always sad when longstanding colleagues decide to leave, but at the same time is not unexpected in a time of reorganisation.

It should be said, however, that the main competitor has funded the defection.

STC GreenFood AB has implemented major changes in a highly competitive market and created a solid platform for economies of scale. The Group currently stands out as an innovative player with a clear consumer focus.

Lars ÅströmPresident and CEO STC GreenFood

7 A N N U A L R E P O R T 2 0 1 3

How does STC GreenFood respond to market demands?

– The prevailing trends in fruit and vege-tables are Health & Wellbeing, Natural & Local, Simple & Convenient and Discount & Premium. At STC GreenFood, we have identified our four main strengths – Food connoisseur, Local, Healthy and Inno-vation – and have found that they meet these trends well.

Let’s go into this. What do you mean by ”Food connoisseur”?

”This strength corresponds particularly well to the discount and premium trend. STC GreenFood represents competence in this area and rejects what is bad. Our golden rule is that we only purchase what we would want to eat ourselves. Let me take an example. Fruit that is picked too early can have problems ripening. But because all types of fruit have different maturity points in different cultivation zones, we always buy at the moment when they are at their best. This means we can ensure that there is always good, ripe fruit on the shelf. That benefits everyone. The consumer gets a good product that tastes good, which gener-ates repeat purchases from the retailer.

What about ”Local”?

– This corresponds mainly to the natural and local trend. This trend is equally strong in Finland and Sweden. People have lost confidence in the large inter-national producers. The debate about additives in food also means that they

want to know what they are eating. We believe in local sourcing. We are keen to buy locally grown food when in season and we are always careful to look for tal-ented producers. Our aim to build long-term relationships with our growers also means that we are happy to share our knowledge – about different varieties, for example.Organic production will most certainly increase. At present, it only represents about 5% of total consumption. The exception is bananas, where the organic proportion is already 30%.

”Healthy” is the next strength. Can you elaborate on that?

– Health and wellbeing is one of the clearest trends we are seeing. There is a never-ending stream of new diets, and many people seem to want to find a ”quick fix”. But whatever the diet, fruit and vegetables always work. We know that every meal should contain a large proportion of vegetables for our wellbeing.A product experienc-ing dramatic growth at the moment is berries. Consumption has risen by 40% in recent years and there is every indication that this growth will continue.

What do you mean by ”Innovation”?

– We are convinced that the simple and convenient trend is here to stay. Demand is constantly increasing in what is known as convenience food – meal solutions that save time and make life easier. We are leading market development in this area with Salico and Eden Salladsbar. In 2014, we are launching a new Grab & Go range containing bean salads, fruit salads and other good food, making it even more easy for people to eat more healthily.

TRENDS

Strengths that match the trendsInterest in food is growing in parallel with the health trend. More and more people are seeing the connection between what we eat and how we feel, and at the same time we want simple solutions that taste good. And demand for natural ingredients without additives is constantly increasing.

INTERVIEW WITH LARS ÅSTRÖM, PRESIDENT AND CEO

A N N U A L R E P O R T 2 0 1 3 8

”Demand is constantly increasing in what is known as convenience food - meal solutions that save time and

make life easier.”

TRENDS

9 A N N U A L R E P O R T 2 0 1 3

TradingThe industry is highly competitive in this area and there has been a dramatic level of consolidation in recent years. In Sweden, four of us share the majority of the market, with two of the players being fully integrated into food retail compa-nies (ICA and Axfood). A similar situation exists in Finland. Value-added is low and

we conduct our business development by focusing on the end consumer through the Eden brand and with consumer trends as key factors (Simple & conven-ient, Discount & premium, Natural & local and Health & wellbeing).

Our structure of small companies is a challenge for which we must compen-sate. The focus for 2014 is to push down our costs and develop our range and added value, while ensuring differen-tiation through a local presence with a high service level. In February 2013, we integrated large parts of Hemberg’s busi-ness into Ewerman. The integration was

very important both for the transferred business and for Ewerman, in view of the market consolidation.

Trading includes STC Iberica, which handles all our fruit and vegetable purchases in Spain including the logistics solution. Our Spanish office handles a large number of European customers. In 2013, STC Iberica developed a range in-cluding organic products and berries, for example. With a high level of expertise and high volumes, STC Iberica gener-ates significant competitiveness for STC GreenFood AB.

Fresh Cut2013 was a successful year with good profitability. We have a very high focus on quality, with food safety

as a central component, with a passion for good food. We increased our volumes in Finland, although earnings for 2013 were adversely affected by the factory expansion, including new production equipment, which was completed in December 2012. In Sweden, we invested in new dryer for baby leaf, automatic core removal in the salad line and we also designed the expansion of the food factory, which started at the end of the year. We are very proud of the way we have advanced our positions in this business area.

BUSINESS AREAS

Our three business areasSTC GreenFood’s business is based on three areas, which complement each other well and have clear synergies. Together they give us a strong market position and leave us well equipped to respond to demand from consumers and the professional market.

A N N U A L R E P O R T 2 0 1 3 1 0

Here too, there is intense competition and volume is a prerequisite for suc-cess. We look forward with continuing optimism to the future, with continu-ing growth predicted for the fresh cut market. Later on in the annual report, the head of Fresh Cut, Björn Johansson, describes the business area in detail.

Eden Salladsbar As mentioned earlier, this business area has grown rapidly. Our success is based on the best range in the market sold through an attractive sales solution, coupled with logistics where goods produced today reach the point of sale tomorrow.

Based on business structure, we conduct continuous development.

In view of the suitability of the distribution solution for several sales concepts, we launched a deli concept towards the end of 2013. This helps the retail stores to offer their customers good, healthy products in a way that enhances the store’s attractiveness and increases it’s sales.

In 2014, we are launching several new products for which we look forward with confidence to the future.

TradingFresh cutEden Salladsbar

Sales by business area 2013

MSEK

391

63

2,552

Growth of each business area

MSEK MSEK MSEK

Trading Fresh cut Eden Salladsbar

0

750

1500

2250

3000

2011 2012 20130

125

250

375

500

2011 2012 20130

25

50

75

100

2011 2012 2013

2,345349

2,505365

24

2,552391

63

BUSINESS AREAS

1 1 A N N U A L R E P O R T 2 0 1 3

How is it that Fresh Cut is growing year after year?

–There are many reasons, of course. The HoReCa sector is demanding more and more ready-prepared products. This is not just because they reduce the workload in the kitchen. It has also been noted that the quality is very high, thanks to sophisticated technology and better handling. New packaging technology and efficient logistics have also helped to raise the quality and safety of food – obviously an incredibly important factor in HoReCa.

What is driving development on the consumer side?

– It’s largely about all of us becoming more and more particular about what we eat. Many people have preconceived ideas about ready-cooked food, but there is obviously nothing to indicate that a meal is less healthy when cooked in advance. How healthy or unhealthy food is depends on what it consists of and how it is cooked. Most people realise this, which means that there is increased demand for healthy chilled dishes such as bean salads.

Is Eden Salladsbar following the same trend?

– Yes, the salad bar is a great example of people wanting simple meal solutions that are both healthy and tasty. The num-ber of salad bars is constantly growing and Eden Salladsbar is currently present at more than 150 locations in the Nordic region. We believe that this concept has been so well received that it meets consumer needs and expectations. The salad bars contain a good assort-ment, and we regularly launch new products. This means that retailers have a positive view of the concept, because the salad bar gives store customers clearer added value.

How are things going with pre-packed products in stores?

– We see major growth potential here. Although fresh cut and mixed salads have been around for quite a long time on the shelves, they still account for a small proportion of total consumption. This is particularly the case in comparison with other countries. The proportion of fresh cut in-store per capita is four times higher in the United States and many EU countries than in Sweden.

Are locally grown products important in fresh cut?

– Not to the same extent as with tradi-tional fruit and vegetables, as the fresh cut products are made at our salad factories in Helsingborg and Juva before

being distributed throughout the Nor-dic region. However, the organic

sector will certainly grow. The problem in the current situation is insufficient supply.

At the same time, the value- added per kilo price is increas-

ing and the consumer is not always willing to pay it.

FRESH CUT

Fresh Cut continues to growTime saving and convenience are becoming increasingly important, both for consumers and in HoReCa (hotels, restaurants and catering). But at the same time, people want good, tasty products. This is why fresh products are taking increasing market shares from frozen products.

INTERVIEW WITH BJÖRN JOHANSSON, HEAD OF FRESH CUT

In early 2014, we launched our new in-store deli concept, which we believe

will grow rapidly.

A N N U A L R E P O R T 2 0 1 3 1 2

How do you see the future?

– The healthy-eating trend is here to stay and favours fresh cut even more than the traditional areas. With this in mind, we are investing heavily in developing new solutions for convenience and ready salad dishes. There will be considerable focus on side salads and Grab & Go in 2014. We have launched our new concept in-store deli concept, which we believe will grow rapidly.

What is the most exciting thing we’ll see in the future?

– Fruit and berries! Fresh cut fruit in different forms is showing annual growth of 100%, albeit from small volumes so far. However, I am convinced that fresh fruit and berries in the fairly near future will be

bigger than their frozen counterparts.

FRESH CUT

1 3 A N N U A L R E P O R T 2 0 1 3

THE FINNISH MARKET

”We have invested in new production lines at Salico Oy

in order to maintain top quality and efficiency.”

A N N U A L R E P O R T 2 0 1 3 1 4

THE FINNISH MARKET

What are the biggest challenges for fruit and vegetables in Finland?

– The Finnish market is much smaller than the Swedish market. It is only about 50% of the size of the Swedish market. At the same time, there is intense competition. There used to be several small players, but many disappeared when the big supermarket chains decided to buy from wholesalers who are part of the same group.

How do you resond to the challenges?

– Specialisation! The stores are struggling with low margins and to increase their competitiveness, they must offer their customers a good and exciting range. This is why niche products are becoming increasingly important. We want to be a service provider for the stores in this area, and offer products such as organic food, berries and various types of high-quality products. Thanks to Salico Oy, we can offer fresh cut alongside conventional fruit and vegetables.

How is it going for Eden Salladsbar in Finland?

– It has been received with open arms by Finnish consumers. We set up the first salad bar in June 2013, followed by one or two new ones every week. At the end of the year we had 35 salad bars in place. In December 2013, the salad bar concept was established as a separate company, Eden Salaattibaari Oy, and a new CEO was appointed on 1 March

2014. The salad bar drive will continue and we expect a continuing high rate of expansion during 2014.

Did the salad bars act as something of a driving force for the rest of the business?

– As would be expected, the increase in consumption through the salad bars is having a positive impact on demand. This is one of the reasons why we have invested in new production lines at Salico Oy in order to maintain top quality and efficiency. We also have a brand new warehouse management system in Satotukku, in order to obtain even better control and greater efficiency in the supply chain.

How do things look for fresh cut in HoReCa?

– We are actually seeing faster growth here than on the consumer side, as indi-viduals tend to hold on to their wallets when the economy isn’t the best. Howev-er, there is fierce competition. In Finland there are several fresh cut players, so we must be at the top in terms of both qual-ity and service. Because we also have a strong conventional fruit and vegetable offering for HoReCa, we are well placed in the competitive arena.

What are the benefits of being a part of STC GreenFood?

– With STC Iberica, which is also part of the Group, serving as our buyer in Spain, we know that we are always getting

optimum quality at the best possible price. This channel accounts for about 90% of purchases from Spain. Because all of the Group companies use the channel, we obviously obtain economies of scale, which our customers can benefit from.

How do you see the future for fruit and vegetables in Finland?

– We are seeing growing demand for lo-cally sourced food. This is particularly the case for Finnish apples, as well as green-house-grown tomatoes, cucumbers and lettuce. And in Finland, people are will-ing to pay a little extra for locally grown fruit and vegetables. I am confident that demand will gradually increase through-out the fruit and vegetable segment. The health trend is clear – particularly among the young – and this bodes well for the future.

The healthy trend is also evident in Finland

INTERVIEW WITH TOMI HAKKARAINEN, COUNTRY MANAGER, FINLAND

People in Finland eat less fruit and vegetables per capita than in any other EU country. Consequently, Satotukku, the largest independent player in the market, has an important public health mission: to offer good fruit and vegetables that get consumers to choose more healthy food.

1 5 A N N U A L R E P O R T 2 0 1 3

The process of bringing all Group com-panies into the same system structure is expected to be completed in 2014. In parallel, other support functions have been centralised on a common platform which we call the back office.

Why a common platform?

– It is mainly about efficiency. More or less all of the Group companies previ-ously had different systems. This was resource-intensive and made it hard for management to obtain an overview. We have now centralised all of the Swedish companies’ administration in Helsing-borg. This also means that we now only need 10 people to do what previously required 18.

The efficiency is most evident in the financial area, with all corporate finance now managed by the CFO, Group Finan-cial Controller and Group Chief Account-ant. The centralisation has also resulted in more efficient payroll administration.

What are the main benefits?

– Cost control is the be-all and end-all for every company. This is particularly true in our highly competitive sector. And this is even more the case in our Group, with several companies and a geograph-ical spread. Common systems give us better scope for comparing the different companies.

In practical terms, what’s different from before?

– We are trying to use e-transactions as far as possible and to establish EDI flows between companies, both on an intra-Group basis and with customers and suppliers. Where this is not possible, we use PDF files. Incoming paper invoices are scanned into the system, where they are automatically matched against the order details and delivery information. In fact, we never even see about 70% of the incoming invoices! Not surprisingly, this brings an increase in efficiency and a positive environmental effect.

What other support functions apart from the ERP system does the back office have?

– As I said earlier, we are now handling payroll administration centrally for all our Swedish companies. This is the first stage of the process to develop a more professional HR function.Another important component is our new contact centre, with a central switch-board system. This is part of our efforts to increase the level of service for our customers, and the new system brings a considerable improvement in response times. At the same time, the switchboard has many practical functions, such as a queuing system and the facility for customers to be connected to someone else when their regular contact person is occupied.

Active work on the implementation of a new ERP (enterprise resource planning) system for the Group has been in progress for more than a year. Beginning in August 2012, the new system has been introduced in stages in company after company.

Cost control means profitability

INTERVIEW WITH STAFFAN ROSENBLAD, CFO

BACK OFFICE

A N N U A L R E P O R T 2 0 1 3 1 6

Back to the ERP system – is it only designed for financial monitoring?

– Absolutely not. Because the system provides us with relevant and accurate in-formation, we can reduce the work input in this area and instead focus our efforts where they are needed. Early identifica-tion of trends enables us to be proactive and point the way forward.

What system are you using?

– We have selected Pyramid, but we also introduced Microsoft NAV FoodWare in 2013. Salico AB and Salico Oy were the first to implement NAV. It might seem strange to go for two dif-ferent systems, but the reason is simple: we have moved from 14 different sys-tems to two. We chose Pyramid mainly because it is easy to implement. When all companies are in sync, it will then be easier to move over to NAV as a future Group-wide platform.

What opportunities do you see in the future platform?

– NAV FoodWare allows new solutions. This gives us more opportunities to build new web applications and smartphone apps, which will further streamline our operations.

Do you have any other economic control tools?

– We use QlikView, which provides us with quick monitoring on a daily basis. Every morning, the CEO of each compa-ny receives an up-to-date indication of the situation, which represents important decision-support material. This means we lose no time with respect to key meas-ures. QlikView is also an excellent tool for benchmarking between companies.

Do you use QlikView for anything else?

– Yes, we also use it for staffing planning. At our warehouse, we have about 80% permanent employees and 20% tempo-

rary. With QlikView, we are able to match data from the payroll system with ERP, and every morning time-recording data is compared with planned deliveries. This provides us with a perfect basis for optimising staff availability.

What is there left to do?

– Increased HR functionality is at the top of the wish list at the moment – design-ing a methodology based on shared values and creating an optimal work environment. We want to build systems that improve employees’ opportunities to develop and grow. Some of our com-panies have a proud tradition of career opportunities within the company. We want to implement this throughout the entire Group. We want to be there com-peting to be Sweden’s most attractive workplace!

BACK OFFICE

”Food from all the world’” Staff party at Salico

1 7 A N N U A L R E P O R T 2 0 1 3

”In 2013, the focus was on getting companies to exploit our common

strengths. These initiatives create the conditions for competitiveness in

a highly consolidated sector”

FINANCIALS

A N N U A L R E P O R T 2 0 1 3 1 8

Annual financial statements 2013

Contents

Multi-year overview 20

Board of Directors’ report 21

Income statement 23

Balance Sheet 24

Cash flow statement 26

General information 27

Notes 29

Audit report 35

STC GreenFood Board of Directors 36

STC GreenFood Management Group 37

Management groups subsidiaries 38

Our locations 40

A N N U A L R E P O R T 2 0 1 31 9

FINANCIALS

Multi-year overview

Group *SEK thousands 2013 2012 2011 2010

Net sales 3,006,742 2,893,738 2,694,192 2,113,034

EBITDA 57,645 67,393 33,105 40,106

Operating profit/loss ** 65,135 70,315 50,838 40,106

Profit/loss after financial items 34,329 -33,427 142 35,067

Profit/loss for the year after tax 4,057 -65,475 -4,840 25,741

Total assets 617,419 618,588 622,404 332,756

Equity 50,798 44,171 107,495 26,139

Equity ratio (%) 8 7 17 8

Return on capital employed (%) 4 neg 2 -

Number of employees 535 537 512 240

Parent Company *SEK thousands 2013 2012 2011 2010

Net sales 8,690 16,120 5,121 3,500

EBITDA -26,649 -16,802 -15,200 -2,920

Profit/loss after financial items -15,437 -115,584 -21,074 -4,621

Profit/loss for the year after tax 14,644 -83,258 -1,690 -3,411

Total assets 259,372 242,225 332,746 135,530

Equity 64,024 49,380 139,231 40,921

Equity ratio (%) 25 20 42 30

Return on capital employed (%) neg neg neg -

* For definitions of key ratios, see general information.

** Operating profit before depreciation, amortisation and impairment, adjusted for non-recurring items.

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Board of Directors’ Report

STC GreenFood AB is the Parent Company of STC GreenFood Group, which is one of the largest players in fruit and vegetable trading in the Nordic countries. Operations encompass imports, wholesaling and distribution as well as production and sales of fresh cut, value-added products. Sweden and Finland are the main markets. The main customer segments are wholesalers, retailers and restaurants, hotels and catering.

STC GreenFood Group consists of three business areas – Tra-ding, Fresh Cut and Eden Salladsbar. Trading includes the subsi-diaires Ewerman, Allfrukt, Satotukku, STC Iberica, Hembergs Trädgårdsprodukter, Örebro Trädgårdshall, Växjö Partiaffär and STC GreenFood Sourcing. The Fresh Cut business area compri-ses Salico Sweden, Salico Finland and Swedecut. Eden Sallads-bar consists of the Swedish company Eden Salladsbar and the newly established Finnish company Eden Salaattibaari.

STC GreenFood AB is owned by STC Interfinans AB, which is a privately held, Swedish investment company engaged in long-term value growth. STC Interfinans has worked in the area of fruit and vegetable trading since the 1980s. What is now STC GreenFood Group began to be established in the 1990s.

STC GreenFood AB is mainly engaged in business developme-nt, Group management and corporate functions.

Significant events during the yearThe Group worked hard in the area of structure in 2013. STC GreenFood Group has historically been run in a holding compa-ny structure with a number of independent companies. In 2013, the focus was on getting companies to exploit our common strengths, while at the same time we developed a common IT, ERP and communications structure. All of these initiatives create the conditions for competitiveness in a highly consolidated sector. Infrastructure linked to increased inter-company coo-peration is conducive to future success, while change creates friction. We now have a common telephone system with a common switchboard function and a common payroll system in the Swedish operations. We have coordinated use of Pyramid as a business system for all trading companies in Sweden in parallel with our implementation of NAV/SI FoodWare at Salico AB in Sweden. Our entire IT structure in Sweden has been integrated, and at the same time we have introduced transparent monito-ring, with QlikView providing effective decision support. This platform is a prerequisite for generating economies of scale in a fiercely competitive sector. The focus has been on IT platforms and IT structure in Sweden. In 2014, some of this work will be carried out for our Finnish companies under the leadership of Tomi Hakkarainen, our newly appointed head of the Finnish operations. At Satotukku in Finland, we have invested in a new WMS (warehouse management system) enabling us to support Finnish retail chains as a service provider. This has resulted in us taking more responsibility in the Finnish market for organic and exotic products. Alongside our infrastructure focus, we have also

continued to develop our Eden brand. Eden is increasingly in demand and Eden Salladsbar has made a strong impact, with a presence in more than 100 locations in Sweden and about 40 locations in Finland under the name Eden Salaattibaari. Goods for resale have also experienced a large impact from the Eden brand.

In 2013, we acquired the remaining 49% minority stake in Eden Salladsbar AB. We established Eden Salaattibaari in Finland and appointed Hannu Hovi as CEO of the company. We invested in a large number Salad bars in 2013. We continue to see strong demand for salad bars and expect continuing expansion, which will also drive sales in the Salico companies.

The Salico companies continue to expand and the share of processed fruit and vegetables (fresh cut) is increasing at the expense of traditional products. Looking at the countries with the highest share of processed fruit and vegetables, the share may be up to 25%. In Sweden, the share is about 6%, which means that we expect continuing volume growth for the Salico companies. To meet this expansion, we have invested in an efficient salad line with automatic root removal and a high-effi-ciency dryer for Salico. Both of these measures will strengthen our competitiveness and give scope for a broader focus on the consumer market in 2014.

In November 2013, a large number of Allfrukt AB employees decided to terminate their employment and move to a new company owned by our main competitor.

Despite significant costs incurred in relation to the change process as well as the turbulence at Allfrukt AB, we were able to report an operating profit of SEK 65.1 million, which is marginally lower than in 2012 when the figure was SEK 70.3 million. Profit for the year was adversely affected by non-recurring costs of SEK 7.5 million associated with a dispute on a previous IT system project.

How we see the Group’s futureWe see a bright future for STC GreenFood. In the consolidated market we are in, the leading players will create the conditions for sustainable profitability in trading operations over time.At the same time, we are developing our Fresh Cut business area into more of a food company, for which we see a very exciting development linked to the four driving consumer trends. For the salad bar concept, we see development in the area of food retailing over the next few years, while we see ourselves constantly expanding the items we deliver to each store, with everything from fruit salads, Grab & Go products and side salads. With all of these factors, we see an exciting development for STC GreenFood and we are well positioned here with links to consumer trends, although we can see from this development that many countries are ahead of Sweden’s present development.

Investments

The Board of Directors and CEO of STC GreenFood AB, reg. no. 556115-6778,hereby submit the annual report for the financial year 2013.The annual financial statements are presented in SEK thousands.

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The Parent Company’s investments in property, plant and equip-ment and intangible assets during the year amounted to SEK 4.5 (0.3) million, while investments in Group companies were SEK 2.4 (1.2) million. The Group’s investments in property, plant and equipment and intangible assets during the year amounted to SEK 54.8 (46.0) million.

Report on the work of the Board STC GreenFood AB’s Board has four directors. The CEO does not serve on the Board. Six minuted meetings were held during the year. The Board’s work is regulated by annually adopted rules of procedure that include instructions for the CEO, the Company’s decision-making structure and the information procedures for matters between Company management and the Board.

Environmental impacts Some of the STC GreenFood subsidiaries have operations that are subject to notification or permit requirements under the Environmental Code. The permits are for emissions to water, chemicals handling, waste management and noise. The subsi-diaries work actively to minimise transport – their own as well as via external shipping firms – to reduce the adverse environmen-tal impacts that these transports generate.

The companies in STC GreenFood Group work continuously to reduce energy use in their own areas, in order to reduce costs and ensure environmentally sustainable operations.

Research and development STC GreenFood and its subsidiaries have high ambitions to be driving forces and leaders in developing products and services in their respective areas. This work is exemplified daily in the contacts they have with their customers and suppliers. R & D ex-penditure is recognised in continuing operations in the income statement.

Financial position and financial risks Cash and cash equivalents at the reporting date were SEK 40.8 (103.9) million for the Group and SEK 0.0 (2.1) million for the Parent Company.The Group’s net debt amounted to SEK 135.0 (98.4) million, although cash and short-term investments exceeded external interest-bearing liabilities by SEK 24.5 (87.9) million. The Parent Company did not have any external interest-bearing liabilities at the reporting date. During the year, the Group Parent STC Inter-finans introduced a central account structure in order to improve liquidity management for the Swedish part of the business. Consequently, STC GreenFood Group’s cash and cash equiva-lents have to an extent been replaced by offsetting receivables/decreased liabilities to the Group Parent STC Interfinans. The companies within STC GreenFood Group are mainly financed by the holding company STC Interfinans. The Group’s financial risks are categorised as follows:

Currency risk Currency risk is divided into flow risk and balance sheet risk. Flow risk exists in the subsidiaries that import fruit and vege-tables, and pay in foreign currency. These subsidiaries work actively with forward contracts as well as with currency clauses to safeguard trading profits in cases where the exposure is substan-tial. Balance sheet risk is the risk of changes in the value of assets and liabilities attributable to exchange rate movements. In such cases, an individual assessment is made of the risk in each tran-saction before a decision is made to take out a forward contract or a foreign currency loan. Foreign subsidiaries’ net assets were not hedged against exchange rate movements in 2013.

Credit risk Credit risk refers to the credit risk associated with trade receiva-bles. Customer credit risk is managed within the subsidiaries on the basis of each subsidiary’s operations and customer structure. Possible or confirmed customer credit losses are recognised in the income statement as they arise and amounted to SEK 2.2 (3.5) million during the year.

Interest rate risk Interest rate risk is the risk of a negative impact on the Group’s earnings caused by variations in the value of a financial instru-ment as a result of changes in market interest rates. STC Green-Food Group’s interest rate risk is not of such scope that interest forwards or similar instruments are considered to be warranted and it is therefore considered part of business risk.

Financing risk Financing risk is the risk associated with inability to discharge financial obligations. As STC GreenFood AB is wholly owned by STC Interfinans, financing risk is a function of the owners’ finan-cing risk. As STC Interfinans currently has a very strong financial position, financing risk is considered to be very low.

Foreign branches At present, neither STC GreenFood AB nor its subsidiaries con-duct any operations through foreign branches.

Distribution of profit (SEK) Proposed distribution of the Company’s profits

The following amounts are available for distribution by the Annual General Meeting:Retained earnings 34,376,166Profit for the year 14,643,965 49,020,131

The Board of Directors proposes:to be carried forward 49,020,131

The earnings and financial position of the Company are presen-ted in the following income statement and balance sheet, along with the accompanying cash flow statement, supplementary disclosures and comments on the financial statements.

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Income statement

Group Parent

1/1/2013 1/1/2012 1/1/2013 1/1/2012

SEK thousands Note 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Operating income

Net sales 1 3,006,742 2,893,738 8,690 16,120

Other operating income 16,715 8,955 - -

3,023,457 2,902,693 8,690 16,120

Operating expenses

Raw materials and consumables -230,313 -186,755 - -6,810

Goods for resale -2,126,335 -2,092,116 - -

Other external expenses 2, 3 -313,395 -285,851 -11,855 -14,196

Personnel expenses 4 -288,853 -270,578 -16,891 -11,904

Depreciation/amortisation and impairment of property, plant and equipment and intangible assets -20,933 -97,860 -60 -7,747

Other operating expenses -6,916 - -6,593 -

-2,986,745 -2,933,160 -35,399 -40,657

Operating profit/loss 36,712 -30,467 -26,709 -24,537

Result from financial investments

Result from investments in Group companies 5 - - 14,903 -86,383

Result from other securities and receivables 44 205 44 205

Interest income, external 746 1,380 62 61

Interest income from Group companies 1,525 1,292 215 87

Interest expenses, external -939 -1,334 -276 -754

Interest expenses to Group companies -3,759 -4,503 -3,676 -4,263

-2,383 -2,960 11,272 -91,047

Profit/loss after financial items 34,329 -33,427 -15,437 -115,584

Appropriations

Change in accelerated depreciation - - - 1,988

Group contributions made -28,780 -28,849 -33,997 -31,849

Group contributions received - - 64,078 62,639

-28,780 -28,849 30,081 32,778

Profit/loss before tax 5,549 -62,276 14,644 -82,806

Tax on profit/loss for the year 6 -2,253 -3,083 - -452

Non-controlling interest 761 -116 - -

Profit/loss for the year 4,057 -65,475 14,644 -83,258

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Balance sheetASSETS Group Parent

SEK thousands Note 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Non-current assets

Intangible assets

Licences and capitalised expenditure 7 14,038 2,757 4,773 250

Goodwill 8 4,372 - - -

18,410 2,757 4,773 250

Property, plant and equipment

Land and buildings 9 32,750 32,224 4,177 4,177

Plant and machinery 10 44,044 26,295 - -

Equipment, tools, fixtures and fittings 11 27,517 20,410 38 57

Work in progress 12 6,755 13,287 - -

111,066 92,216 4,215 4,234

Financial assets

Investments in Group companies 13 - - 164,898 162,528

Receivables from Group companies 137,132 94,851 8,253 3,877

Investments in associates 14 150 150 150 150

Other non-current receivables 2,727 2,799 1,038 1,213

Deposits 1,163 603 - -

141,172 98,403 174,339 167,768

Total non-current assets 270,648 193,376 183,327 172,252

Current assets

Inventories etc.

Raw materials and consumables 10,306 9,988 - -

Finished products and goods for resale 34,393 30,226 - -

44,699 40,214 - -

Current receivables

Trade receivables 228,729 240,274 73 73

Receivables from Group companies 68 167 73,890 64,626

Current tax assets - - 136 37

Other receivables 15,715 20,016 1,760 2,889

Prepayments and accrued income 16,714 20,608 177 266

261,226 281,065 76,036 67,891

Cash and bank balances 40,846 103,933 9 2,082

Total current assets 346,771 425,212 76,045 69,973

TOTAL ASSETS 617,419 618,588 259,372 242,225

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ASSETS Group Parent

SEK thousands Note 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Non-current assets

Intangible assets

Licences and capitalised expenditure 7 14,038 2,757 4,773 250

Goodwill 8 4,372 - - -

18,410 2,757 4,773 250

Property, plant and equipment

Land and buildings 9 32,750 32,224 4,177 4,177

Plant and machinery 10 44,044 26,295 - -

Equipment, tools, fixtures and fittings 11 27,517 20,410 38 57

Work in progress 12 6,755 13,287 - -

111,066 92,216 4,215 4,234

Financial assets

Investments in Group companies 13 - - 164,898 162,528

Receivables from Group companies 137,132 94,851 8,253 3,877

Investments in associates 14 150 150 150 150

Other non-current receivables 2,727 2,799 1,038 1,213

Deposits 1,163 603 - -

141,172 98,403 174,339 167,768

Total non-current assets 270,648 193,376 183,327 172,252

Current assets

Inventories etc.

Raw materials and consumables 10,306 9,988 - -

Finished products and goods for resale 34,393 30,226 - -

44,699 40,214 - -

Current receivables

Trade receivables 228,729 240,274 73 73

Receivables from Group companies 68 167 73,890 64,626

Current tax assets - - 136 37

Other receivables 15,715 20,016 1,760 2,889

Prepayments and accrued income 16,714 20,608 177 266

261,226 281,065 76,036 67,891

Cash and bank balances 40,846 103,933 9 2,082

Total current assets 346,771 425,212 76,045 69,973

TOTAL ASSETS 617,419 618,588 259,372 242,225

EQUITY AND LIABILITIES Group Parent

SEK thousands Note 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Equity 15

Restricted reserves/restricted equity

Share capital (150,000 shares) 15,000 15,000 15,000 15,000

Statutory reserve - - 4 4

Restricted reserves 4 511 - -

15,004 15,511 15,004 15,004

Unrestricted reserves/unrestricted equity

Unrestricted reserves 31,737 94,135 - -

Retained earnings - 34,376 117,634

Profit/loss for the year 4,057 -65,475 14,644 -83,258

35,794 28,660 49,020 34,376

Total equity 50,798 44,171 64,024 49,380

Non-controlling interest 5,670 6,855

Provisions

Provisions 1,475 2,922 899 -

Deferred tax liabilities 1,758 2,993 - -

3,233 5,915 899 -

Non-current liabilities 16

Liabilities to credit institutions 16,026 15,734 - -

Liabilities to Group companies 159,524 186,257 150,056 182,941

Other liabilities - 638 - -

175,550 202,629 150,056 182,941

Current liabilities

Liabilities to credit institutions 304 293 - -

Trade payables 187,570 203,271 1,664 2,777

Liabilities to Group companies 29,218 971 34,141 3,487

Current tax liabilities 921 1,011 - -

Other liabilities 41,400 35,859 3,158 673

Accruals and deferred income 122,755 117,613 5,430 2,967

382,168 359,018 44,393 9,903

TOTAL EQUITY AND LIABILITIES 617,419 618,588 259,372 242,225

MEMORANDUM ITEMS 18

Pledged assets 0 0

Pledges and comparable security provided for ownliabilities and for obligations reported as provisions

Property mortgages 20,587 19,835 - -

Floating charges 25,875 26,460 - -

Other pledged assets 626 603 - -

47,088 46,898 - -

Contingent liabilities 0 0 0 0

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Cash flow statementGroup Parent

SEK thousands 1/1/2013 1/1/2012 1/1/2013 1/1/2012

Note 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Operating activities

Operating profit/loss 36,712 -30,467 -26,709 -24,537

Adjustments for non-cash items 20,933 97,860 60 7,112

Interest received 2,271 2,672 277 353

Interest paid -4,698 -5,837 -3,952 -5,017

Income tax paid -2,343 -4,380 -99 -19

Cash flow from operating activities before changes in working capital 52,875 59,848 -30,423 -22,108

Cash flow from changes in working capital

Decrease(+)/increase(-) in inventories/work in progress -4,485 -6,339 - -

Decrease(+)/increase(-) in trade receivables 11,545 -26,582 -9,264 -73

Decrease(+)/increase(-) in receivables 8,294 4,755 1,218 -36,222

Decrease(-)/increase(+) in trade payables -15,701 20,408 -1,113 544

Decrease(-)/increase(+) in current liabilities 37,494 22,991 36,501 3,296

Cash flow from operating activities 90,022 75,081 -3,081 -54,563

Investing activities 19

Acquisition of intangible assets -11,869 -1,638 -4,523 -250

Acquisition of property, plant and equipment -42,935 -44,438 - -

Sale of land and buildings 44 205 44 205

Acquisition of fixtures & fittings, tools and equipment - - -268 -57

Sale of fixtures & fittings, tools and equipment 1,085 - 227 -

Acquisition of Group companies -2,370 -1,200 -2,370 -1,200

Sale of interests in Group companies - - - 7,085

Change in non-current receivables, Group - - -4,376 -

Change in non-current receivables -41,216 -20,411 175 14,466

Cash flow from investing activities -97,261 -67,482 -11,091 20,249

Financing activities

New share issues, subsidiaries - 10,771 - -

Group contributions -28,780 -28,849 30,081 30,790

Long-term loans -27,079 89,923 - 73,488

Change in financial liabilities 11 -78,011 -32,885 -78,000

Dividend received - - 14,903 9,135

Cash flow from financing activities -55,848 -6,166 12,099 35,413

Change in cash and cash equivalents -63,087 1,433 -2,073 1,099

Cash and cash equivalents at beginning of year 103,933 102,500 2,082 983

Cash and cash equivalents at end of year* 40,846 103,933 9 2,082

* During the year, the Group Parent STC Interfinans introduced a central account structure in order to improve liquidity management for the Swedish part of the business. Consequently, STC GreenFood Group’s cash and cash equivalents have to an extent been replaced by offsetting receivables/de-creased liabilities to the Group Parent STC Interfinans. Short-term and long-term financing for Swedish companies in STC GreenFood Group has been secured by loans from the Group Parent STC Interfinans AB.

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General information

Accounting policies The accounting policies applied are consistent with the Swedish Annual Accounts Act and the statements and general recom-mendations of the Swedish Accounting Standards Board. When such is not case, this is indicated below. The Group contribution has been accounted for as an appropriation of profit or loss in accordance with the Swedish Accounting Standards Board’s general recommendation 2012:1.

Measurement principles etc. Assets, provisions and liabilities are measured at cost unless otherwise indicated below. Intangible assets and property, plant and equipment Intangible assets and property, plant and equipment are recognised at cost less accumulated amortisation/depreciation and any impairment. Assets are amortised/depreciated on a straight-line basis over their useful lives. Receivables Receivables are recognised at the amounts expected to be received. Inventories etc. Raw materials and purchased finished and semi-finished goods are measured at the lower of cost and the estimated net realisable value. Self-produced and semi-finished goods are measured as the goods’ production costs, including a reasona-ble proportion of indirect costs. Net realisable value includes an assessment of obsolescence. Cost is calculated using the first-in, first-out method. Foreign currency receivables and liabilities Receivables and liabilities are translated at the closing rate, apart from hedged receivables/liabilities, which are measured at the hedged rate. Exchange differences are recognised in profit or loss. Exchange differences on borrowings are reported as financial items, while other exchange differences on receivables and liabilities are reported in operating profit or loss. Financial instruments Financial assets and liabilities are measured at cost less any impairment. Leases All leases are accounted for as operating leases, which means that lease payments are recognised as an expense on a straight-line basis over the lease term.

Other provisions Provisions include obligations attributable to the financial year or previous financial years, which on the reporting date are certain or likely to arise, although the amounts and settlement dates are unknown. These include provisions for warranty obli-gations and restructuring costs. Income taxes Reporting of income tax includes current tax and deferred tax. For items recognised in the income statement, related tax effects are also recognised in the income statement. For items recognised directly in equity, related tax effects are also recog-nised in equity. Current tax is the amount of income taxes payable or recover-able in respect of the taxable profit or loss for the current year, and the portion of income tax for prior periods not yet recog-nised. Deferred tax is calculated on all temporary differences. A temporary difference exists when the tax base of assets and liabilities differs from their carrying amount. Deferred tax assets relating to loss carryforwards or other future tax deductions are recognised to the extent that it is probable that the deductions can be offset against future taxable profit.

Revenue recognition Revenue from the sale of goods and services is recognised when the significant risks and rewards have been transferred to the buyer. Where applicable, revenues are reduced by the value of discounts. Rental income from property management is recognised in the rental period, and in accordance with the conditions laid down in the lease agreement.

Definition of key ratios Equity ratio Adjusted equity as a percentage of total assets

Operating profit/loss Operating profit before depreciation, amortisation and impair-ment, adjusted for non-recurring items. Return on capital employed Profit after financial items + financial items + group contribu-tions as a percentage of average capital employed (adjusted equity + interest bearing liabilities).

Return on equity Profit after financial items as a percentage of average adjusted equity.

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Basis of consolidation The consolidated financial statements have been prepared in accordance with the Annual Accounts Act and the Swedish Accounting Standards Board’s general recommendations. The accounting policies applied are unchanged from previous years. The consolidated financial statements have been prepared in accordance with the acquisition method. This requires the assets and liabilities of acquired subsidiaries to be recognised at the acquisition-date market value in accordance with a purchase price allocation. If the cost of shares in a subsidiary exceeds the estimated market value of the company’s net assets according to the PPA, the difference is reported as goodwill. Amortisation of goodwill is based on the estimated useful life. Subsidiaries are consolidated from the date on which control is obtained until the date on which it ceases. In addition to the Parent Company, the consolidated financial statements include all companies in which the Parent directly or indirectly holds more than 50 percent of the votes or has some other form of control, cf. chapter 1, section 4, of the Annual Accounts Act.

Associates Investments in associates, in which the Group has a substantial shareholding but not more than 50 percent, are reported in the consolidated financial statements using the equity method. The increase or decrease in the associate’s value that arises using the equity method has increased the Group’s restricted reserves and decreased its unrestricted reserves.

Translation of foreign subsidiaries The accounts of foreign subsidiaries are translated to Swedish kronor using the current method. According to this method, all assets, provisions and other liabilities are translated at the closing rate, and all income statement items are translated at the average rate for the year. Translation differences that arise are recognised directly in the Group’s equity.

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Notes

Disclosures for individual items

The annual financial statements are presented in SEK thousands

Group Parent

SEK thousands 2013 2012 2013 2012

Net sales by geographic area

Sweden 2,181,125 2,128,058 6,880 15,115

Finland 773,257 694,732 1,710 930

Denmark 39,544 59,326 - -

Estonia 3,442 5,267 - -

Other 9,374 6,355 100 75

3,006,742 2,893,738 8,690 16,120

The Parent Company’s other income has been reclassified to Net sales and refers to consulting services for company management, organisation, marketing, administration etc.

Group Parent

SEK thousands 2013 2012 2013 2012

The Company’s lease payments for the year 13,685 12,786 490 341

Group Parent

SEK thousands 2013 2012 2013 2012

Grant Thornton

Audit services 1,280 1 201 224 219

Other services 386 58 367 -

1,666 1,259 591 219

Audit services include the examination of the annual report and accounting records, and the administration of the Board and CEO. They also include other procedures required to be carried out by the Company’s auditors, as well as advice or other assistance arising from observa-tions made during the performance of such other procedures. Everything else is classified as other services.

Group Parent

SEK thousands 2013 2012 2013 2012

Average number of employees

The average number of employees is based on the number of hours paid by the Company in relation to normal working hours.

Average number of employees 535 537 9 5

Number of female employees 176 161 2 1

Note 1 Net sales

Note 2 Net leases

Note 3 Auditors’ fees

Note 4 Personnel

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NOTES

Group Parent

SEK thousands 2013 2012 2013 2012

Salaries, employee benefits etc.

Salaries, employee benefits, social security contributions and pension costs:

Board of Directors and CEO

Salaries and employee benefits 9,789 9,634 1,987 1,811

Bonuses 3,726 4,994 630 630

Pension costs 2,053 1,577 444 465

15,568 16,205 3,061 2,906

Other employees

Salaries and employee benefits 189,609 180,130 6,176 5,587

Pension costs 17,883 16,942 1,030 710

207,492 197,072 7,206 6,297

Social security contributions 50,233 49,296 3,738 2,737

50,233 49,296 3,738 2,737

Total Board and other employees 273,293 262,573 14,005 11,940

Parent

SEK thousands 2013 2012

Dividend 14,903 9,135

Impairment of subsidiary shares - -95,518

14,903 -86,383

Group Parent

SEK thousands 2013 2012 2013 2012

Current tax -2,253 -5,590 - -452

Deferred tax 414 2,507 - -

-2 667 -3,083 - -452

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Opening cost 14,912 13,489 250 7,112

Purchases 11,869 1,638 4,523 250

Sales/disposals - - - -7,112

Translation differences for the year 266 -215 - -

Closing accumulated cost 27,047 14,912 4,773 250

Opening amortisation -4,519 -4,326 - -

Amortisation for the year -662 -355 - -

Translation differences for the year -192 162 - -

Closing accumulated amortisation -5,373 -4,519 - -

Opening impairment -7,636 -438 - -

Impairment for the year - -7,198 - -

Closing accumulated impairment -7,636 -7,636 - -

Closing carrying amount 14,038 2,757 4,773 250

Note 4 Personnel, cont’d

Note 5 Result from investments in Group companies

Note 6 Tax on profit/loss for the yeart

Note 7 Licences and capitalised expenditure

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NOTES

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Opening cost 86,382 86,510 - -

Purchases 4,372 - - -

Translation differences for the year 88 -128 - -

Closing accumulated cost 90,842 86,382 - -

Opening amortisation -21,038 -13,068 - -

Amortisation for the year - -8,056 - -

Translation differences for the year 10 86 - -

Closing accumulated amortisation -21,028 -21,038 - -

Opening impairment -65,344 -59 - -

Impairment for the year - -65,285 - -

Translation differences for the year -98 - - -

Closing accumulated impairment -65,442 -65,344 - -

Closing carrying amount 4,372 0 - -

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Opening cost 37,065 18,368 4,177 4,177

Purchases 599 19,215 - -

Sales/disposals - -5 - -

Translation differences for the year 1,239 -513 - -

Closing accumulated cost 38,903 37,065 4,177 4,177

Opening depreciation -4,841 -4,262 - -

Depreciation for the year -1,098 -738 - -

Translation differences for the year -214 159 - -

Closing accumulated depreciation -6,153 -4,841 - -

Closing carrying amount 32,750 32,224 4,177 4,177

Carrying amount, buildings 31,923 31,397 4,177 4,177

Carrying amount, land 827 827 - -

32,750 32,224 4,177 4,177

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Opening cost 73,157 73,993 - -

Purchases 9,120 2,819 - -

Sales/disposals -6,263 -3,366 - -

Reclassifications 18,368 595 - -

Translation differences for the year 897 -884 - -

Closing accumulated cost 95,279 73,157 - -

Opening depreciation -46,862 -42,470 - -

Sales/disposals 5,541 3,366 - -

Reclassifications - 89 - -

Depreciation for the year -9,099 -8,569 - -

Translation differences for the year -815 722 - -

Closing accumulated depreciation -51,235 -46,862 - -

Closing carrying amount 44,044 26,295 - -

Note 8 Goodwill

Notet 9 Land and buildings

Note 10 Plant and machinery

A N N U A L R E P O R T 2 0 1 33 1

NOTES

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Opening cost 84,788 78,863 57 -

Purchases 21,851 11,314 268 57

Sales/disposals -16,631 -4,427 -268 -

Reclassifications - -665 - -

Translation differences for the year 226 -297 - -

Closing accumulated cost 90,234 84,788 57 57

Opening depreciation -64,378 -61,170 - -

Sales/disposals 12,025 4,225 41 -

Depreciation for the year -10,074 -7,659 -60 -

Translation differences for the year -290 226 - -

Closing accumulated depreciation -62,717 -64,378 -19 -

Closing carrying amount 27,517 20,410 38 57

Non-depreciable equipment amounted to 105 (105).

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Opening cost 13,321 2,317 - -

Purchases 11,365 11,090 - -

Reclassifications -18,368 - - -

Translation differences for the year 473 -86 - -

Closing accumulated cost 6,791 13,321 - -

Opening impairment -34 -36 - -

Translation differences for the year -2 2 - -

Closing accumulated impairment -36 -34 - -

Closing carrying amount 6,755 13,287 - -

Parent

Carrying amount

Companies Reg. number Domicile Share of equity, % 31/12/2013 31/12/2012

Ewerman AB 556095-5840 Helsingborg 100% 45,931 45,931

Allfrukt AB 556381-2451 Årsta 100% 32,353 32,353

Salico AB 556320-8874 Helsingborg 100% 24,074 24,074

Salico Oy FI 1568507-01 Juva, Finland 100% 22,435 22,435

Satotukku Oy FI-0113698-9 Helsingfors, Finland 100% 14,330 14,330

AB Hembergs Trädgårdsprodukter 556241-5538 Halmstad 100% 12,413 12,413

Örebro Trädgårdshall AB 556047-3042 Örebro 100% 6,265 6,265

STC GreenFood Sourcing AB 556759-6811 Helsingborg 100% 3,673 3,673

Wermfood AB 556856-6698 Årsta 100% 480 480

Eden Salladsbar AB 556856-9866 Årsta 100% 2,603 255

Växjö Partiaffär AB 556290-0927 Växjö 100% 215 215

STC GreenFood Export Iberica SLU ES B-65002453 Pals, Spanien 100% 104 104

Eden Salaattibaari Oy FI 2590747-7 Helsingfors, Finland 100% 22 -

164,898 162,528

Note 11 Equipment, tools and fixtures & fittings

Note 12 Work in progress

Note 13 Investments in Group companies

A N N U A L R E P O R T 2 0 1 3 3 2

NOTES

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Repayments 2-5 years 164,783 191,867 150,056 182,941

Repayments after 5 years 10,767 10,762 - -

175,550 202,629 150,056 182,941

Parent

SEK thousands 31/12/2013 31/12/2012

Opening cost 258,046 268,259

Purchases 2,370 1,200

Change in Group structure - -11,413

Closing accumulated cost 260,416 258,046

Opening impairment -95,518 -

Impairment for the year - -95,518

Closing accumulated impairment -95,518 -95,518

Closing carrying amount 164,898 162,528

Carrying amount

Company Reg. number Domicile Share of equity, % 31/12/2013 31/12/2012

Group

Swedecut AB 556772-0759 Åhus 50% 150 150

150 150

Parent

Swedecut AB 556772-0759 Åhus 50% 150 150

150 150

Parent

SEK thousands 31/12/2013 31/12/2012

Conditional shareholder contributions at the reporting date 130,000 130,000

Group Share capital Restricted reserves

Unrestricted reserves

Equity, 1 January 15,000 511 28,660

Transfers between restricted and unrestricted equity -507 507

Profit/loss for the year 4,057

Translation differences for the year 2,570

Equity, 31 December 15,000 4 35,794

Parent Share capital Statutory reserve

Unrestricted equity

Equity, 1 January 15,000 4 34,376

Profit/loss for the year 14,644

Equity, 31 December 15,000 4 49,020

Indirectly owned companies Reg. number Share of equity, %

Oy Avant Niko AB 0907534-1 50%

Valintavarkaus Oy 0811202-3 78%

Note 13 Investments in Group companies, cont’d

Note 14 Investments in associates

Note 15 Equity

Note 16 Non-current liabilities

A N N U A L R E P O R T 2 0 1 33 3

NOTES

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Overdraft facility granted - 4,710 - -

Group

A surety of SEK 2,100,000 has been provided for the Parent Company.The Parent Company did not have any liabilities or contingent liabilities that could be invoked against the surety at 31 December 2013

Parent

A general surety has been provided for subsidiaries.The subsidiaries did not have any liabilities or contingent liabilities that could be invoked against the surety at 31 December 2013

Group Parent

SEK thousands 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Shares in subsidiaries/goodwill 2,370 1,200 2,370 1,200

Land and buildings 599 19,215 - -

Machinery, equipment, tools and vehicles 30,971 14,133 268 57

Work in progress 11,365 11,090 - -

Licences and capitalised expenditure 11,869 1,638 4,523 250

57,174 47,276 7,161 1,507

Note 17 Overdraft facility

Note 18 Contingent liabilities

Note 19 Acquisitions of non-current assets

Helsingborg, 23 April 2014

Anders Hallberg Chairman

Peter Norlindh

Thomas Blades Boris Lennerhov

Lars Åström Chief Executive Officer

Our audit report was submitted on 30 April 2014

Grant Thornton Sweden AB

Mats Fridblom Authorised Public Accountant

A N N U A L R E P O R T 2 0 1 3 3 4

NOTES

Audit Report

Report on the annual accounts and consolidated accountsWe have audited the annual accounts and consolidated accounts of STC GreenFood AB for the year 2013. The Company’s annual accounts and consolidated accounts are included in the printed version of this document on pages 21-34.

Responsibilities of the Board of Directors and the President for the annual accounts and consolidated accounts

The Board of Directors and the President are responsible for the preparation and fair presentation of these annual accounts and consolidated accounts in accordance with the Annual Accounts Act, and for such internal control as the Board of Directors and the President determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. These standards require that we comply with ethical re-quirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement.An audit involves performing procedures to obtain audit eviden-ce about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonable-ness of accounting estimates made by the Board of Directors and the President, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinions

In our opinion, the annual accounts and consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company and the group as of 31 December 2012 and of their financial performance and cash flows in accordance with the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and conso-lidated accounts.

We therefore recommend that the annual meeting of share-holders adopt the income statement and balance sheet for the parent company and the group.

Report on other legal and regulatory requirements

In addition to our audit of the annual accounts and consolida-ted accounts, we have examined the proposed appropriations of the company’s profit or loss and the administration of the Board of Directors and the President of STC GreenFood AB for the year 2013.

Responsibilities of the Board of Directors and the President

The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss, and the Board of Directors and the President are responsible for administration under the Companies Act.

Auditor’s responsibility

Our responsibility is to express an opinion with reasonable assu-rance on the proposed appropriations of the company’s profit or loss and on the administration based on our audit. We condu-cted the audit in accordance with generally accepted auditing standards in Sweden.As a basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss, we examined whether the proposal is in accordance with the Companies ActAs a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the President is liable to the company. We also examined whether any member of the Board of Directors or the President has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinions

We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the President be discharged from liability for the financial year.

Stockholm, 30 April 2014Grant Thornton Sweden AB

Mats FridblomAuthorised Public Accountant

To the Annual General Meeting of STC GreenFood AB, reg. no. 556115-6778

A N N U A L R E P O R T 2 0 1 33 5

AUDIT REPORT

STC GreenFood Board of Directors

Boris Lennerhov (Director), Lars Åström (President and CEO), Peter Norlindh (Director), Anders Hallberg (Chairman), Thomas Blades (Director)

A N N U A L R E P O R T 2 0 1 3 3 6

BOARD OF DIRECTORS

STC GreenFood Management Group

Tomi Hakkarainen CEO Satotukku, Country Manager Finland

Tel. +358 9 25159 101 Mob. +358 040 9009 101

tomi.hakkarainen@satotukku.fi

Tomi Hakkarainen, Johan Bengtsson, Lars Åström, Björn Johansson, David Ottoson, Staffan Rosenblad

Johan Bengtsson CEO Ewerman

Tel. +46 (0)42 490 11 01 Mob. +46 (0)721 66 27 00

johan.bengtsson@ewerman.se

Lars Åström President and CEO STC GreenFood

Vxl. + 46 (0)42 400 54 20 Mob. +46 (0)707 45 70 50

lars.astrom@stcgreenfood.se

Björn Johansson Head of Fresh Cut

Vxl. + 46 (0)42 400 54 20 Mob. +46 (0)705 81 58 47

bjorn.johansson@stcgreenfood.se

David Ottoson CEO Allfrukt

Tel. +46 (0)8 501 007 02 Mob. +46 (0)733 41 00 11

david.ottoson@allfrukt.se

Staffan Rosenblad CFO STC GreenFood

Vxl. +46 (0)42 400 54 20 Mob. +46 (0)706 95 67 80

staffan.rosenblad@stcgreenfood.se

A N N U A L R E P O R T 2 0 1 33 7

MANAGEMENT GROUPS

Management groups subsidiaries

Salico AB

Allfrukt i Stockholm AB

AB Hembergs Trädgårdsprodukter Örebro Trädgårdshall AB

Ewerman AB

Växjö Partiaffär AB

Johan Andersson, Kim Bröchner, Helena Fäldt, Anna Görnebrand, Marcus Lehtonen, Susanne Ohlsson, Göran Fries

Egron Edlund, Johan Andersson, David Ottoson, Lena Franzén, Mikael Bäckström

Peter Johansson, Peter Nilsson, Thorbjörn Gustafsson, Martin Karlsson

Urban Kropp, Ulrika Thell, Anton Bichis, Johnny Nilsson, Kristian Leppimaa

Johan Bengtsson, Magnus Eriksson, Johan Åkesson, Linda Hugosson, Magnus Falk, Magnus Johansson

Fredric Eriksson, Bitte Torlegård, Magnus Göransson, Dan Hörberg

A N N U A L R E P O R T 2 0 1 3 3 8

MANAGEMENT GROUPS

Salico Oy Satotukku Oy

Eden Salladsbar ABSTC Iberica

Arja Immonen, Jari Laaksonen, Maija Paattakainen, Arja Laaksonen

Isabel Bona Puig, Jussi Alitalo

Kristiina Kovalainen, Jussi Mikkola, Tomi Hakkarainen, Annika Hongell

Johan Wohlin, Pontus Klenell

A N N U A L R E P O R T 2 0 1 33 9

MANAGEMENT GROUPS

TH

OR

N R

EK

LA

MB

YR

Å

Learn more about the companies at:

stcgreenfood.se

Our locations

Group OfficeSTC GreenFood ABLars Åström, President and CEOlars.astrom@stcgreenfood.seSwitch: + 46 42-4005420www.stcgreenfood.seSTC GreenFood ABKnut Påls väg 7SE-256 69 HelsingborgSWEDEN

Växjö Partiaffär ABMagnus Göransson, CEOmagnus@vaxjopartiaffar.seSwitch: + 46 470-76 59 90www.vaxjopartiaffar.seVäxjö Partiaffär ABArabygatan 53SE-352 56 VäxjöSWEDEN

STC IbericaJussi Alitalo, CEOjussi@stciberica.esSwitch: +34 972 66 72 16www.stciberica.esSTC IbericaC/ Pere Coll Rigau 217256 Pals (Girona)ES-CataloniaSPAIN

Ewerman ABJohan Bengtsson, CEO (from 1 June 2013)johan.bengtsson@ewerman.seSwitch: + 46 42-490 11 00www.ewerman.seEwerman ABKnut Påls väg 9SE- 256 69 HelsingborgSWEDEN

AB HembergsTrädgårdsprodukterThorbjörn Gustafsson, Acting CEOthorbjorn.gustafsson@hembergs.seSwitch: + 46 35-14 49 00www.hembergs.seAB Hembergs TrädgårdsprodukterSvetsaregatan 18SE-302 50 HalmstadSWEDEN

Salico ABBjörn Johansson, Head of Business Areabjorn.johansson@stcgreenfood.seSwitch: + 46 42-37 04 40www.salico.seSalico ABKnut Påls väg 7SE-256 69 HelsingborgSWEDEN

Allfrukt i Stockholm ABDavid Ottoson, CEOdavid.ottoson@allfrukt.seSwitch: + 46 8-501 00 720www.allfrukt.seAllfrukt i Stockholm ABPartihandlarvägen 50SE-120 44 ÅrstaSWEDEN

Örebro Trädgårdshall ABUrban Kropp, CEOurban.kropp@tradgardshallen.nuSwitch: + 46 19-27 32 00www.tradgardshallen.nuÖrebro Trädgårdshall ABSkvadronvägen 3SE-702 27 ÖrebroSWEDEN

Salico OyJari Laaksonen, CEOjari.laaksonen@salico.fiSwitch: +358 15 321 450www.salico.fiSalico OyPuutarhatie 26FI-51900 JuvaFINLAND

Satotukku OyTomi Hakkarainen, CEOtomi.hakkarainen@satotukku.fiSwitch: +358 9 251 59100www.satotukku.fiSatotukku OyTuupakantie 32,FI-01740 VantaaFINLAND

Eden Salladsbar ABPontus Klenell, CEOpontus.klenell@edensalladsbar.seSwitch: + 46 20 140 10 30www.edensalladsbar.seEden SalladsbarPartihandlarvägen 50SE-120 44 ÅrstaSWEDEN

Eden Salaattibaari OyHannu Hovi, CEOhannu.hovi@edensalaattibaari.fiSwitch: +358 9 2515 9100www.edensalaattibaari.fiEden Salaattibaari OyStubbackavägen 3201740 VandaFINLAND

STC GREENFOOD AB Tel: 020 18 18 10www.stcgreenfood.se