WINFRESH

BUILDING PARTNERSHIPS FOR LONG TERM GROWTH & Performance [ annual report 2008 ]

TABLE of contentS

02 04 06

Theme Corporate Profile Chairman’s Statement

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Board of Directors

09 11 13

Management Team A Decade at a Glance Director’s Report

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Financial Report

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[ Winfresh Limited Annual Report 2008 ]

BUILDING PARTNERSHIPS FOR LONG TERM GROWTH & Performance We at Winfresh understand the importance of good business relationships.

That is why we will continue to conduct our business transactions not simply to reap commercial benefits but to build enduring mutually beneficial partnerships both with our suppliers and customers.

We remain confident in our connection with the Windward Islands and the unique position we continue to enjoy with that source.

We are proud of our record and the benefits we have brought to our stakeholders and the relationships we have developed over the years but we will not rest on our laurels.

We are determined to build on those and to improve on our past performance.

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[ Building Parterships for Long Term Growth & Performance ]

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[ Winfresh Limited Annual Report 2008 ]

Corporate Profile MISSION STATEMENT To serve our customers with high quality differentiated products and services at just prices and to return fair prices to our suppliers and fair value to our shareholders. We aim to do so by working in partnership with our suppliers in a manner that is socially and morally responsible and commands respect for our integrity and the positive contributions we make to the societies we serve in providing products and services to our customers.

INCORPORATION These financial statements include the financial statements of Winfresh Limited (“Winfresh”), formerly Windward Islands Banana Development and Exporting Company Limited, and its wholly-owned subsidiary, Winfresh (UK) Limited, (“Winfresh UK”), formerly Windward Islands Banana Development & Exporting Company (UK) Limited. Both companies were incorporated in 1994. Winfresh was incorporated under the laws of Saint Lucia and continued under the Company’s Act, 1996, while Winfresh UK was incorporated under the Companies Act, 1985 of England and Wales.

THE WINFRESH GROUP The Winfresh Group comprises Winfresh,Winfresh UK and associated companies:Windward Isles Banana Company (UK) Limited,Windward Isles Banana Company Holdings (Jersey) Limited and Lauders Agro Processors Inc. SHAREHOLDERS The shareholders of Winfresh are the Governments of the four Windward Islands, St. Lucia, Dominica, St. Vincent and the Grenadines and Grenada and the banana growers’ associations and companies (“BCs”) of the four Windward Islands: Saint Lucia Banana Corporation (“SLBC”), Dominica Banana Holding Company (“DBHC”), St Vincent Banana Growers’ Association (“SVBGA”) and the Grenada Banana Co-operative Society (“GBCS”). SVBGA and GBCS have been dissolved and the shares held by them are to be transferred in accordance with the provisions of the Shareholders’ Agreement.

GROUP DIRECTORS Montgomery Daniel - Chairman Cecil Ryan Vanoulst Jno Charles Deles Warrington Peter Josie Gregory Avril Ferron Lowe Gemma Bain-Thomas Bernard Cornibert (Winfresh UK only) Martina Edwin (Winfresh UK only)

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[ Building Parterships for Long Term Growth & Performance ]

GROUP EXECUTIVES Bernard Cornibert Martina Edwin Trelford A E Douglas Roy Hugh

Chief Executive Company Secretary Finance Director Sales & Marketing Director

Phil Collins Ashley James Errol Reid Eardley Barrett

Procurement Director Operations Director Technical Director Caribbean Business Development Director

REGISTERED ADDRESSES Winfresh Limited Reg. No. 47 of 1994 99 Chaussee Road, Castries, Saint Lucia WI Winfresh (UK) Limited Reg. No: 2929097 3rd Floor, 24 Old Bond Street, London, W1S 4AP, United Kingdom BUSINESS ADDRESSES Winfresh 1st Floor, M&C Building, Bridge Street, P O Box 115, Castries, Saint Lucia WI Telephone: +1 758 457-8600 Fax: +1 758 453-1638

Winfresh UK 3700 Parkway, Whiteley, Fareham, P015 7A, United Kingdom Telephone: +44 (0) 1489 587 570 Fax: +44 (0) 1489 587 588 E-Mail: info@wnfresh.net AUDITORS PriceWaterhouseCoopers Pointe Seraphine, P O Box 195, Castries, Saint Lucia WI J M Shah & Company 3rd Floor, 24 Old Bond Street, London, W1S 4AP, United Kingdom BANKERS Bank of St Lucia Bridge Street, P O Box 1031, Castries, Saint Lucia WI Allied Irish Bank (AIB) 12 Old Jewry, London, EC2R 8DP, United Kingdom Barclays Bank Plc 50 Pall Mall, London, SW1Y 5AX, United Kingdom Crown Agents Bank St. Nicholas House, Sutton, Surrey, SM1 1EL, United Kingdom

SOLICITORS Caribbean Law offices 99 Chaussee Road, P O Box 835, Castries, Saint Lucia WI Bond Pearce LLP Oceana House, 39-49 Commercial Road, Southampton, SO15 1GA, United Kingdom

Web: www.winfresh.net

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[ Winfresh Limited Annual Report 2008 ]

Chairman’s statement The period under review was a challenging one for the Winfresh Group. The Group’s result for the period is naturally disappointing but could have been a great deal worse considering all the constraining circumstances that prevailed at one point or other during the period. Winfresh, like most other companies, was adversely affected by the impact of the global financial crisis. The earnings of the Group are particularly sensitive to factors like the GBP-USD exchange rate, fuel cost and timely availability of supplies from its principal sources.

For this reason, the Group did not achieve the operating result expected in the period under review. The trading loss of $25.2 million, in contrast to $11.5 million profit in the previous period, was disappointing, particularly following the successes of the previous years. Overall, the Group’s earnings fell short of expectations and we are particularly disappointed with the 22% drop in shareholder equity, down by $41.6 million from $189.0 million in the previous period.

However, the Group is determined to put this disappointing result behind it. The period ahead will be no less challenging but the Winfresh Group will focus on and pursue its plans for the future with renewed confidence. Our primary objectives will be to serve our customers with a range of quality products that are competitive in value, to contribute to the development of agricultural exports in the Windward Islands, to work in partnership with our suppliers and to grow the business to bring increased value to our shareholders and other primary stakeholders.

The decision by the Board to re-position the Group by launching the Winfresh brand is driven primarily to meet those objectives. The Group would be severely constrained in achieving those objectives if it continued to trade in a single commodity.

The change to Winfresh does not in any way diminish our commitment to the Windward Islands banana industry, which has been at the core of our business. However, the business environment changes with time and the Company’s survival and that of the Windwards banana industry depend critically on our ability to adapt to that changing environment. Indeed, we would have failed both the Windwards banana industry and the company itself if we had ignored the changing circumstances. I, therefore, ask our stakeholder farmers to join us, by adapting and doing whatever is necessary, to achieved the transformation to a more assured future.

We look forward to a successful future for the Winfresh Group and the agricultural export trade in the Windward Islands.

Montgomery Daniel CHAIRMAN

Board of Directors

Montgomery Daniel CHAIRMAN ST VINCENT & THE GRENADINES

Deles Warrington DIRECTOR DOMINICA

Gregory Avril DIRECTOR SAINT LUCIA

Vanoulst Jno Charles DIRECTOR DOMINICA

Peter Josie DIRECTOR SAINT LUCIA

Gemma Bain-Thomas DIRECTOR GRENADA

Cecil Ryan DIRECTOR

ST VINCENT & THE GRENADINES

Ferron Lowe DIRECTOR GRENADA

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[ Building Parterships for Long Term Growth & Performance ]

01 Bernard Cornibert 02 Martina Edwin GROUP CHIEF EXECUTIVE

GROUP SECRETARY & PERSONNEL DIRECTOR

05 Ashley James

OPERATIONS DIRECTOR (UK)

06 Philip Collins

PROCUREMENT & UK BUSINESS DEVELOPMENT DIRECTOR

03 Trelford A E Douglas 07 Eardley Barrett 08 Dr Errol Reid 04 Roy Hugh GROUP FINANCE DIRECTOR

CARIBBEAN BUSINESS DEVELOPMENT DIRECTOR

SALES & MARKETING DIRECTOR

TECHNICAL DIRECTOR & OFFICER IN CHARGE (WI)

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[ Building Parterships for Long Term Growth & Performance ]

A DECADE OF GROWTH AND DEVELOPMENT AT A GLANCE

2345% growth in

1559% growth in retained

shareholders’ equity from $6.2 million to EC$151.6 million

earnings

from $9.0 million to $149.3 million

Reduced long term debt from

$80.5 million

to zero

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[ Winfresh Limited Annual Report 2008 ]

A DECADE OF GROWTH AND DEVELOPMENT AT A GLANCE Increased working capital by

$64.9 million from a deficit of $21.1 million to a $43.8 million surplus

Increased year-end cash balance

$1.2 million to

$20.0 million

Paid out a total of

$15.0 million in dividend

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[ Building Parterships for Long Term Growth & Performance ]

Directors’ Report The Directors present their report and consolidated financial statements, in Eastern Caribbean Dollars (XCD), for the Winfresh Group for the period ended 27 December 2008. The Eastern Caribbean Dollar is fixed to the US Dollar (USD) at the rate of USD 1 = XCD 2.70.

DIRECTORS WHO SERVED DURING THE YEAR Montgomery Daniel - Chairman Cecil Ryan Vanoulst Jno Charles Peter Josie Bernard Cornibert—Winfresh UK only Resignations during the Year Eustace Monrose—June 2008 Henry Fagan—August 2008 Bernard Francois—October 2008 Daniel Lewis—October 2008 Simeon Greene—Winfresh UK only, March 2008 Appointments during the Year Gregory Avril—August 2008 Deles Warrington—October 2008 Martina Edwin—Winfresh UK only, August 2008 PRINCIPAL ACTIVITIES The principal activities of the Winfresh Group for the period under review were the importation, marketing and distribution of bananas and fresh produce.

RESULTS AND DIVIDENDS The Group’s results for the period are set out in the Income Statement. The result after taxation was a loss of $19.0 million, compared to a loss of $3.5 million in the previous year. A significant contributor to the drop in the result for this period was the foreign exchange loss of $12.9 million compared to $8.7 million loss in the previous year. The period under review saw a significant reversal of the contributions to the overall Group’s result from its constituent parts. Whereas the Group recorded a pre-tax profit of $11.5 million from its ordinary activities in the previous period, in the period under review the pre-tax result was a loss of $25.1 million. By contrast, the contribution from the associated companies for the period under review was a profit of $6.3 million, compared to a loss of $14.2 million in the previous period. The movement in results among the companies is a demonstration of the different and fluctuating circumstances facing the constituent companies in the Group and not indicative of any inherent or sustainable weakness.

The Directors have recommended a final dividend for the period of EC$ 2,500 per share to holders of ordinary shares and 5% to holders of preference shares.

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[ Winfresh Limited Annual Report 2008 ]

REVIEW OF BUSINESS The period under review, much as the previous period, posed a number of challenges to the Group. Its fortune was marred by supplies shortage at the beginning of the period, escalating fuel costs and then a dramatic fall in the value of the Pound Sterling in the second half of the period.While the impact of all of these on the final result was quite severe, the most profound was the escalating cost of fuel supplies.

The period started with the predictable uncertainty in the market. Supplies were relatively short, which made it particularly difficult for the Group to source short term volumes at competitive prices.The situation was compounded by the shortage from the Windward Islands. Indeed, the post-hurricane volume recoveries from both the Windward Islands and the Dominican Republic suppliers fell short of forecasts.This meant that for the first two months of the period, total sales volume was significantly (37.3%) lower compared to the previous period.

The supply shortages resulted in lost opportunity to earn a reasonable margin in the most profitable period of the trading calendar.The result was a loss in the first four months of the year. However, in general, the market remained difficult during the period, with prices not keeping pace with the increasing procurement costs, particularly with freight costs, which was heavily influenced by the rise in the price of bunker fuel.

The total volume of bananas purchased by the Group was marginally (4.3%) lower in the period under review compared to the previous period. However, despite an 18.2% drop in the average product cost in Pound Sterling, this being the result of more predictable sourcing and the very favourable Sterling/ Dollar exchange in first three quarters of the period, cost of sales increased by 2.2%, compared to the previous period. By contrast, average sales revenue increased by 3.4%, the result of changes in product mix rather than an upward movement in market prices, which remained under pressure from the continued increase in total supply following the removal of the tariff quotas.

In the period under review, the volume of bananas imported from the Windward Islands accounted for 61% of the Group’s total purchase; 26%, came from the Dominican Republic and 13% from Latin American sources. The volume and percentage from the Windward Islands was virtually unchanged but there was a significant shift from the Dominican Republic to other sources, due largely to a fall in volume from the Dominican Republic.

The increase in imports by the Group from non-ACP sources resulted in a significant increase in the total value of import duty paid by the Group.

Compared to the previous period, no duty was paid on the ACP imports during the period under review. Under the new Economic Partnership Agreements between the EU and the ACP countries, which came into effect in January 2008, banana imports from the ACP countries enjoy unlimited duty-free entry into the EU market.

The Group’s Fairtrade sales grew by 14.3% and accounted for 84.7% of total sales in the period under review.As a result, the amount paid by the Group in Fairtrade licence and Social premium increased by 26.3%.

Despite the Group’s best efforts to contain costs and maximise operational efficiency, it was difficult, during the period under review, to control the rise in distribution cost, which was heavily influenced by the rise in fuel cost.Therefore, while average ripening cost was maintained at the same level of the previous period, average distribution cost increased by 23%.

A DECADE OF GROWTH AND DEVELOPMENT Winfresh and Winfresh UK started trading effectively in January 1996, when the Group acquired the Geest banana business in a joint venture with Fyffes PLC. The Group’s equity in that joint venture was financed through a bank loan at a total cost of £26.0 million ($127.0 million). This acquisition was an audacious move by a fledgling Group with very little or no assets and just $5.0 million in share capital at the time. (The share capital was subsequently increased to $20.0 million).

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[ Building Parterships for Long Term Growth & Performance ]

Twelve years later, at the end of 2008, the Winfresh Group has delivered some impressive results: • 2345% growth in shareholders’ equity—from $6.2 million to EC$151.6 million • 1559% growth in retained earnings— from $9.0 million to $149.3 million • Reduced long term debt from $80.5 million to zero • Increased working capital by $64.9 million from a deficit of $21.1 million to a $43.8 million surplus • Increased year-end cash balance from $1.2 million to $20.0 million • Paid out a total of $15.0 million in dividend; The Directors are pleased that the Group has been able to share this growth with its stakeholders in the Windward Islands, not only through the dividend payments to shareholders but also through the export revenue it has returned to the islands as well as through the subsidies and direct financial assistance it has provided to the local banana industry. In the period 2001 to 2008: • Banana imports from the Windward Islands fell by 33%, • But average revenue (per tonne) returned to the islands increased by 43%; • Which meant that total revenue returned to the islands fell by a mere 4%;

Export Volume (1,000 Tonnes

140

Revenue (EC$m) Average Return (EC$/box)

120

100

About 6% of the 2008 revenue was in the form of direct financial support or subsidies to the local banana industry.

The Directors understand fully the importance of the financial support and the commitment of the Winfresh Group to the local banana industry. However, these results and what the Group has been able to deliver thus far, must be viewed against the backdrop of significant price deflation in the market in that same period and the prevailing price trends. At the end of 2008, the retail price of loose bananas in the UK was 22% lower, in current terms, than it was in January 2001.

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0 2001

2002

2003

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2008

FUTURE DEVELOPMENTS These results and the level of growth achieved in the twelve years have been phenomenal, but the business climate, particularly with respect to the banana trade, has changed significantly. Therefore, while the Directors remain confident about the future of the company, they recognize that the Group will not be able to continue to deliver this level of growth in the years ahead unless it moves into a new strategic direction.

The Winfresh Group has developed strong links with major UK retailers for Fairtrade and premium product categories. The aim of the Group is to serve its customers with a range of quality products at prices that are competitive and fair to them and to its supplies.

The Group will continue with its development programme for its ripening centre at Stansted. As part of that programme, the Group has reached agreement with the owners of the Stansted property and will be purchasing the property in the period immediately ahead.The Group is also working on plans to restructure or reconfigure the facility to increase its total handling capacity and throughput.

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[ Winfresh Limited Annual Report 2008 ]

A new IT system, LinkFresh, will be implemented, which will fully replace the current Wizdom system during the period ahead.The new system, which is more user-friendly, will provide greater capacity and enhanced management information to allow more timely intervention and corrective action to improve operational efficiency The Group has been in negotiations with UK registered company, Hummingbird International Limited, with a view to acquiring a 50% stake in that company.The Company expects these negotiations to be concluded and its objective achieved early in the period immediately ahead. Hummingbird International is a new company and has not started operations and trading. However, it is expected that these will commence as soon as investment capital is injected into the company. Hummingbird will be manufacturing a fruit based alternative to premium ice cream.

The Directors remain concerned about the still unresolved issue of the tariff on banana imports into the EU from the Most Favoured Nations (MFN) suppliers. The EC Commission has already made an offer to the MFN suppliers, which includes an initial reduction from the €176 per tonne, which has been in place since the removal of the tariff quotas, to €148 per tonne. This was intended to take effect in 2009 or on signing of agreement with the MFN countries. The Directors are particularly concerned about the depth of this initial cut and its impact on the competitiveness of supplies from the Group’s principal Caribbean sources.

However, the Directors are confident that the Group will be able to continue with its strategy of diversifying its supply base, to ensure that its customers are adequately and competitively served.The Group will also continue to work closely with other Caribbean suppliers and Governments, to protect their collective position as preferential suppliers to the EU market. The Directors will urge the Governments to ensure that the European Union honours its commitment to maintain adequate market access arrangements for banana imports from the Caribbean under the EU-CARIFORUM EPA arrangements.

The Winfresh Group was formed with a broad set of objectives, which did not limit it to trading in bananas, but, hitherto, the Group has traded exclusively in bananas. However, it has become increasingly obvious, particularly with the steady liberalisation of the EU banana market, that the prospects for growth in continuing to trade in a single commodity are limited. Therefore, the directors believe that the time has come for the Group to diversify its product portfolio and broaden its business scope.

Against this backdrop the Board of Winfresh decided to expand the product range of the Winfresh Group to include non-banana fresh produce and agro-processed products from the Windward Islands and other sources. The Group has been actively pursuing and promoting this objective and is currently working on a major project to stimulate the production of non-banana export crops in the Windward Islands. This plan will cover three main components: • Production; • Bulk handling, packaging and processing; • Marketing and distribution To the extent necessary and feasible, the Group is ready to invest in those areas on the four Windward Islands. However, the Group’s investments and focus will be primarily in the areas of product processing, marketing and distribution. While it is not the intention of the Group to invest directly in production, it is committed to assisting farmers, who are part of the project, with loan finance.

The Group intends to roll out this project through its proposed joint venture investments in the Windward Islands. a) The processing plant of Lauders Agro-processors Inc. (LAP), in St Vincent, is expected to begin commercial operations soon. b) The JV with the Marketing and National Importing Board of Grenada (MNIB) is expected to be established within the period immediately ahead. The Group also hopes to conclude negotiations with the owners of La Sagesse Farms Inc. for the purchase of the fruit processing facility at La Sagesse. It is expected that this facility will be vested in the Winfresh-MNIB joint venture.

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[ Strategic Relationships….Fruitful Performance ]

c) The Group will continue its discussions with the Government of Dominica and St Lucia on its proposals for similar joint ventures to take over the commercial and export operations of DEXIA and St Lucia Marketing Board respectively.

To that end, the Winfresh Board also took the decision to re-brand the Group so that its market image reflected the new thrust. To the extent that the Group will be marketing other fresh produce and processed products, its former name and image, which suggested that it was a single commodity banana company, was no longer appropriate. The new brand is intended to project a fresh image of the Group and send a positive message of its new direction to its customers and the market in general.

The Group will utilise its new Winfresh brand to promote and market other fresh produce and agro-processed products, while maintaining bananas as the core of its business.

The Board is pleased to present Winfresh to the shareholders, customers and suppliers and all other stakeholders of the Group.

DIRECTORS AND THEIR INTERESTS None of the Directors who served during the period had any beneficial interests in shares in the company.

EMPLOYEES The Winfresh Group operates a policy of non-discrimination and equal opportunity for all of its employees.All matters of significant interest to the employees are communicated to them through regular management meetings and briefings at departmental levels, where they are consulted.

AUDIT INFORMATION The Directors have taken all steps they ought to have taken, as directors, in order to make themselves aware of any relevant audit information and to establish that the Group’s auditors are aware of such information.

So far as they are aware, there is no relevant audit information of which the Group’s auditors are unaware AUDITORS A resolution proposing that PriceWaterhouseCoopers be reappointed as the auditors of the Company will be put to the Annual General Meeting.

By the Order of the Board

Martina Edwin Company Secretary Approved by the Directors on 4 August 2009

Produced with the warmth of the Caribbean sun …

Fresh and wholesome, they’re Winfreshingly delicious!

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[ Building Parterships for Long Term Growth & Performance ]

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[ Winfresh Limited Annual Report 2008 ]

FINANCIAL REPORT

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[ Winfresh Limited Annual Report 2008 ]

PriceWaterhouseCoopers Pointe Seraphine P.O.Box 195 Castries St. Lucia, West Indies Telephone (758) 456-2600 Facsimile (758) 452-1061

August 24, 2009

Independent Auditor’s Report To the Shareholders of Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)) Report on the Financial Statements We have audited the accompanying consolidated financial statements of Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)) (the Company) and its subsidiary (together, the Group), which comprise the consolidated balance sheet as of December 27, 2008 and the consolidated statements of income, consolidated changes equity and consolidated cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards.This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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[ Auditors’ Report ]

PriceWaterhouseCoopers Pointe Seraphine P.O.Box 195 Castries St. Lucia, West Indies Telephone (758) 456-2600 Facsimile (758) 452-1061

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

Opinion In our opinion, the accompanying consolidated financial statements present fairly, in all material respect, the financial position of the Group as of December 27, 2008, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Chartered Accountants PricewaterhouseCoopers refers to the East Caribbean firm of PricewaterhouseCoopers and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity. A full listing of the partners of the East Caribbean firm is available on request at the above address.

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[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED BALANCE SHEET As of December 27, 2008

(expressed in Eastern Caribbean dollars) December 27 2008 $

December 29 2007 $

Current assets Cash and cash equivalents (Note 5) Held-to-maturity financial assets (Note 6) Trade and other receivables (Note 7) Inventories Due from related parties (Note 9) Deferred tax asset (Note 13)

21,064,684 1,147,023 23,525,702 14,087,022 6,660,603 116,034

34,707,854 1,111,112 26,716,566 9,807,638 7,117,412 82,181

Due from related parties (Note 9) Loan to related party (Note 9) Property, plant and equipment (Note 10) Investments in joint ventures (Note 11)

66,601,068 1,082,557 10,620,524 4,656,461 89,127,690

79,542,763 1,082,557 14,390,340 6,784,732 112,783,006

172,088,300

214,583,398

Current liabilities Bank overdraft (Note 5) Income tax payable Trade and other payables (Note 12) Dividend payable

1,378,218 248,144 21,095,371 2,000,000

– 659,476 24,873,635 –

Total liabilities

24,721,733

25,533,111

Share capital (Note 14) Contributed capital and reserves Currency translation reserve Retained earnings

20,000,000 363,486 (20,202,543) 147,205,624

20,000,000 395,888 442,272 168,212,127

Total equity

147,366,567

189,050,287

Total liabilities and equity

172,088,300

214,583,398

Assets

Total assets Liabilities

Equity

Approved by Board of Directors August 4, 2009

___________________________ ___________________________ Director Director

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[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED Statement of income As of December 27, 2008

(expressed in Eastern Caribbean dollars)

December 27 2008 $ Banana trading Sales Cost of goods sold Profit from banana trading

252,775,404 (236,071,680)

December 29 2007 $

292,204,356 (249,192,008)

16,703,724

43,012,348

(13,907,088) (13,215,420)

(14,511,466) (13,967,760)

(10,418,784)

14,533,122

Other losses net (Note 15) Other income (Note 16)

(15,870,118) 1,132,691

(4,091,625) 1,104,157

(Loss)/profit before share of profit in joint ventures and income tax

(25,156,211)

11,545,654

Distribution and selling Administrative and establishment

Share of profit /(loss) in joint ventures (Note 11) Loss before income tax Income tax expense (Note 19) Loss for the year

6,344,284

(14,246,041)

(18,811,927)

(2,700,387)

(226,978)

(753,640)

(19,038,905)

(3,454,027)

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[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED Statement of changes in equity As of December 27, 2008

(expressed in Eastern Caribbean dollars)

Share capital At beginning and end of year (Note 14)

Contributed capital and reserves At beginning of year Amortisation of contributed capital Transfer adjustment (Note 20) At end of year

Currency translation reserve At beginning of year Net change in reserve At end of year

Retained earnings At beginning of year Profit for the year Amortisation of contributed capital Transfer adjustment (Note 20) Dividends (Note 25) At end of year

Equity, end of year

December 27 2008 $ 20,000,000

395,888 (32,402) – 363,486

442,272 (20,644,815) (20,202,543)

168,212,127 (19,038,905) 32,402 – (2,000,000) 147,205,624 147,366,567

December 29 2007 $

20,000,000

1,504,639 (32,402) (1,076,349) 395,888

(891,523) 1,333,795 442,272

173,307,403 (3,454,027) 32,402 1,076,349 (2,750,000) 168,212,127

189,050,287

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[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED Statement of cashflow As of December 27, 2008

(expressed in Eastern Caribbean dollars)

Cash flows from operating activities Loss before income tax Adjustments for:

Depreciation (Note 10) Unrealised exchange losses/(gains)

Gain on disposal of property, plant and equipment

Interest income

Share of (profit)/loss in joint ventures (Note 11)

Finance costs Operating (loss)/profit before working capital changes (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Increase/(decrease) in trade and other payables Decrease/(increase) in balance with related parties, net Cash (used in)/generated from operating activities

Income tax paid

Interest paid Net cash (used in)/generated from operating activities Cash flows from investing activities Repayment of loan to related party Purchase of property, plant and equipment (Note 10) Investment in joint venture Interest received Proceeds from disposal of property, plant and equipment Net cash (used in)/generated from investing activities Cash used in financing activities Dividends paid Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year (Note 5)

December 27 2008 $ (18,811,927)

December 29 2007 $ (2,700,387)

1,953,099 12,939,007 (5,826) (591,325) (6,344,284) 2,721

2,385,586 (1,672,116) (2,939,835) (799,750) 14,246,041 –

(10,858,535)

8,519,539

(2,912,760) (6,263,225) 630,345 5,622,449

12,487,009 2,832,960 (3,026,898) (4,787,741)

(13,781,726) (735,705) (2,721)

16,024,869 (798,930) –

(14,520,148)

15,225,939

– (1,084,936) – 555,414 28,282

4,125,075 (2,283,632) (1,000,000) 765,596 4,801,612

(501,240)

6,408,651

–

(2,750,000)

(15,021,388) 34,707,854

18,884,590 15,823,264

19,686,466

34,707,854

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[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 1 General information Incorporation These consolidated financial statements include the financial statements of Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited), (the Company) and its wholly-owned subsidiary, Winfresh UK Limited (formerly Windward Islands Banana Development & Exporting Company (UK) Limited).

Both companies are private companies incorporated in 1994. WIBDECO was incorporated under the laws of Saint Lucia and continued under the Company’s Act, 1996. The Company commenced trading effective January 1, 1995 with the takeover of the operations formerly undertaken

by Windward Islands Banana Growers’ Association (“WINBAN”). On July 16, 2009 the registered name of the Company was changed to Winfresh Limited.

WIBDECO (UK) was incorporated under the Companies Act, 1985 of the United Kingdom. The Company commenced trading in May 1994.

On May 22, 2009 the registered name of the subsidiary company was changed to Winfresh (UK) Limited The Company’s registered office is located at 99 Chaussee Road, Castries, Saint Lucia.

Principal activity The principal activity of the Group is the importation, marketing and distribution of bananas and fresh produce.

Shareholdings The shareholders of the Company are the Governments of the four Windward Islands, Saint Lucia, Dominica, Saint Vincent and the Grenadines and Grenada and the banana grower associations (“BGAs”) of the four Windward Islands, St. Lucia Banana Growers’ Association (“SLBGA”), Dominica Banana Marketing Corporation (“DBMC”), St. Vincent Banana Growers’ Association (“SVBGA”) and Grenada Banana Co-operative Society (“GBCS”). The SLBGA was dissolved on October 1, 1998 and its operations taken over by the St. Lucia Banana Corporation (“SLBC”).

The Company’s financial year represents a 52 week period ended December 27, 2008 (2007 - December 29, 2007).

29

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation Winfresh Limited’s (formerlyWindward Islands Banana Development and Exporting Company Limited) financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements have been prepared under the historical cost convention except for the revaluation of certain property, plant and equipment.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4. (a) Standard, amendment and interpretations effective in 2007 The following standards, amendments to existing standards are mandatory for accounting periods beginning on or after January 1, 2007 and are relevant to the Group’s operations: • IFRS 7, ‘Financial instruments: Disclosures’, and the complementary amendment to IAS 1, ‘Presentation of financial statements – Capital disclosures’, introduces new disclosures relating to financial instruments and does not have any impact on the classification and valuation of the Group’s financial instruments. (b) Standards, amendments and interpretations effective in 2007 but not relevant The following standards, amendments and interpretations to published standards are mandatory for accounting periods beginning on or after January 1, 2007 but they are not relevant to the Group’s operations: • • • •

IFRIC 7, ‘Applying the restatement approach under IAS 29, Financial reporting in hyperinflationary economies’; IFRIC 8, ‘Scope of IFRS 2’, IFRIC 9, ‘Reassessment of embedded derivatives; and IFRIC 10, ‘Interim financial reporting and impairment’.

30

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies …continued (c) Standards and amendments not yet effective and relevant to the Group The following standards and amendments to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after January 1, 2009 or later periods and are relevant to the Group: • IAS 1 (Revised), ‘Presentation of financial statements’ (effective from January 1, 2009). The revised standard will prohibit the presentation of items of income and expenses (that is, ‘non-owner changes in equity’) in the statement of changes in equity, requiring ‘non-owner changes in equity’ to be presented separately from owner changes in equity. All non-owner changes in equity will be required to be shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). Where entities restate or reclassify comparative information, they will be required to present a restated balance sheet as at the beginning comparative period in addition to the current requirement to present balance sheets at the end of the current period and comparative period.The Group will apply IAS 1 (Revised) from January 1, 2009. The revised standard is expected to affect the presentation of the Group’s financial statements but will have no impact on the recognition or measurement of any of its transactions or balances.

• IAS 27 (Revised), ‘Consolidated and separate financial statements’ (effective from July 1, 2009).The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value and a gain or loss is recognised in profit or loss. The Group will apply IAS 27 (Revised) prospectively to transactions with non-controlling interests from 1 January 2009.

31

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies …continued (c) Standards and amendments not yet effective and relevant to the Group …continued • IAS 27 (Amendment), ‘Consolidated and separate financial statements’ (effective from January 1, 2009). Where an investment in a subsidiary that is accounted for under IAS 39, ‘Financial instruments: recognition and measurement’ is classified as held for sale under IFRS 5, ‘Noncurrent assets held for sale and discontinued operations’, IAS 39 would continue to be applied. The amendment will not have an impact on the Group’s operations because it is the Group’s policy for an investment in subsidiary to be recorded at cost in the standalone accounts of each entity.

• IAS 28 (Amendment),‘Investments in associates’ (and consequential amendments to IAS 32,‘Financial Instruments: Presentation’ and IFRS 7,‘Financial instruments: Disclosures’) (effective from January 1, 2009).

- An investment in associate is treated as a single asset for the purposes of impairment testing and any impairment loss is not allocated to specific assets included within the investment, for example, goodwill. Reversals of impairment are recorded as an adjustment to the investment balance to the extent that the recoverable amount of the associate increases. The Group will apply the IAS 28 (Amendment) to impairment tests related to investment in associates and any related impairment losses from January 1, 2009.

- Where an investment in associate is accounted for in accordance with IAS 39 ‘Financial instruments: recognition and measurement’ only certain, rather than all disclosure requirements in IAS 28 need to be made in addition to disclosures required by IAS 32, ‘Financial Instruments: Presentation’ and IFRS 7 ‘Financial Instruments: Disclosures’. The amendment will not have an impact on the Group’s operations because it is the Group’s policy for an investment in an associate to be equity accounted in the Group’s consolidated accounts.

• IAS 36 (Amendment), ‘Impairment of assets’ (effective from January 1, 2009). Where fair value less costs to sell is calculated on the basis of discounted cash flows, disclosures equivalent to those for value-in-use calculation should be made. The Group will apply the IAS 28 (Amendment) and provide the required disclosure where applicable for impairment tests from January 1, 2009.

• IAS 37, ‘Provisions, contingent liabilities and contingent assets’, requires contingent liabilities to be disclosed, not recognised. IAS 19 has been amended to be consistent. The Group will apply the IAS 19 (Amendment) from January 1, 2009.

• IFRS 3 (Revised), ‘Business combinations’ (effective from July 1, 2009). The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement.There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair vale or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The Group will apply IFRS 3 (Revised) prospectively to all business combinations from January 1, 2010.

32

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies …continued (d) Standards, amendments to standards and interpretations not yet effective and not relevant to the Group The following interpretations and amendments to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1 January 2009 or later periods but are not relevant to the Group’s operations: •

• • • • • •

• • • • •

• • • • • • • • •

IAS 16 (Amendment), ‘Property, plant and equipment’ (and consequential amendment to IAS 7, ‘Statement of cash flows’) (effective from January 1, 2009); IAS 19 (Amendment), ‘Employee benefits’ (effective from January 1, 2009); IAS 20 (Amendment), ‘Accounting for government grants and disclosure of government assistance’ (effective from January 1, 2009); IAS 23 (Amendment), ‘Borrowing costs’ (effective from January 1, 2009); IAS 29 (Amendment), ‘Financial reporting in hyperinflationary economies’ (effective from January 1, 2009); IAS 31 (Amendment), ‘Interests in joint ventures (and consequential amendments to IAS 3 and IFRS 7) (effective from January 1, 2009); IAS 32 (Amendment), ‘Financial instruments: Presentation’, and IAS 1 (Amendment), ‘Presentation of financial statements’ – ‘Puttable financial instruments and obligations arising on liquidation’ (effective from January 1, 2009); IAS 38 (Amendment), ‘Intangible assets’(effective from January 1, 2009); IAS 39(Amendment), ‘Financial instruments: Recognition and measurement’ (effective from January 1, 2009); IAS 40 (Amendment), ‘Investment property’ (and consequential amendments to IAS 16) (effective from January 1, 2009); IAS 41 (Amendment), ‘Agriculture’ (effective from January 1, 2009); IFRS 1 (Amendment) ‘First time adoption of IFRS’ and IAS 27 ‘Consolidated and separate financial statements’ (effective from January 1, 2009); IFRS 2 (Amendment), ‘Share-based payment’ (effective from January 1, 2009); IFRS 5 (Amendment), ‘Non-current assets held for sale and discontinued operations’ (effective from July 1, 2009); IFRS 8, ‘Operating segments( effective from January 1, 2009); IFRIC 11, ‘IFRS 2 – Company and treasury share transactions’(effective January 1, 2008); IFRIC 12, ‘Service concession arrangements’(effective from January 1, 2008); IFRIC 13, ‘Customer loyalty programmes’ (effective from July 1, 2008); IFRIC 14, ‘IAS 19 employee benefits’ (effective January 1, 2008); IFRIC 15, ‘Agreements for construction of real estates’ (effective from January 1, 2009); and IFRIC 16, ‘Hedges of a net investment in a foreign operation’ (effective from October 1, 2008).

33

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies …continued Consolidation (a) Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the consolidated statement of income.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (b) Joint ventures The Group’s interest in jointly controlled entities is accounted for by the equity method in the consolidated financial statements. The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that it is attributable to the other venturers.

The Group does not recognise its share of profits or losses from the joint venture that result from the Group’s purchase of assets from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.

Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the consolidated balance sheet.

34

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies ‌continued Financial assets Investments The Group classifies its investments as loans and receivables.The classification depends on the purpose for which the investments were acquired.

Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of loans and receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to their original terms.

Regular way purchases and sales of investments are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit and loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investment have expired or where they have been transferred and the Group has also transferred substantially all risks and rewards of ownership.

Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at fair value less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the consolidated statement of income.

Inventories Inventories, which are comprised of shipments of bananas in transit, bananas held in storage in ripening centres and packaging materials, are stated at the lower of cost and net realisable value. Cost for bananas is determined by reference to the invoiced price together with the delivery costs incurred in shipping the bananas to the United Kingdom and ripening centres. Cost for packaging materials is determined using the weighted average basis. Net realisable value for bananas represents the estimated sale proceeds net of any additional marketing and distribution costs in the United Kingdom.

35

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies …continued Property, plant and equipment Land and building comprise mainly warehouses and offices. Land and buildings purchased prior to January 1, 1997 are recorded at an appraised value determined by the directors in 1997, less subsequent depreciation for buildings. All other assets are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of income during the financial period in which they are incurred. Increases in the carrying amount arising on revaluation of land and buildings are credited to other reserves in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against other reserves directly in equity; all other decreases are charged to the consolidated statement of income. Each year, the difference between depreciation based on the revalued carrying amount of the asset charged to the consolidated statement of income and depreciation based on the asset’s original cost is transferred from ‘other reserves’ to ‘retained earnings’.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line and reducing balance methods to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows: Buildings - (straight-line) Plant and machinery - (straight-line) Office furniture and equipment - (straight line and reducing balance) Computer equipment - (straight-line) Motor vehicles - (straight-line)

2% 15% - 20% 25% - 33% 25% - 33% 25%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the consolidated statement of income.

36

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies ‌continued Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of income over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Deferred income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Share capital Ordinary shares are classified as equity. Preference shares which have discretionary dividend obligations and are not redeemable at a specific date or at the option of the shareholders, are also classified as equity.

37

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies …continued Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s consolidated financial statements in the period in which the dividends are approved by the Company’s shareholders.

Contributed capital Property, plant and equipment transferred and donated to the Group is included in property, plant and equipment at cost or valuation, and the corresponding credit is recorded in contributed capital. This contributed capital is amortised to retained earnings on a straight line basis using the same rates used to provide depreciation on the applicable assets.

Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor, are classified as operating leases.

Payments made under operating leases, net of any incentives received from the lessor, are charged to the consolidated statement of income on a straight-line basis over the period of the lease.

Employee benefits Pension obligation The subsidiary company, Winfresh (UK) Limited (formerly Windward Island Banana Development and Exporting Company Limited (UK)) is party to a multi-employer defined benefit pension scheme. The actuaries of the scheme confirmed to the directors that the company is unable to identify its share of the underlying assets and liabilities of the scheme on a reasonably consistent basis. Accordingly, there is insufficient information to use defined benefit accounting. In accordance with IAS 19 revised, the scheme is accounted for as if it were a defined contribution pension scheme.

A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The assets of the scheme are held in a separate independently administered fund. The subsidiary’s contributions are charged to the statement of income in the year to which they relate.

Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown, net of discounts. Revenue is recognised as follows: (a) Banana trading

Banana trading income (including fees, recoveries, sales and commissions) are recognised upon delivery of products and

customer acceptance. (b)

Interest income Interest income is recognised on a time-proportion basis using the effective interest method.

(c)

Other income Other income is recognised on an accrual basis.

38

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 2 Summary of significant accounting policies …continued Foreign currency translation (a) Functional and presentation currency Items included in the consolidated financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The Group’s functional currencies include Eastern Caribbean dollars and the UK pound. The consolidated financial statements are presented in Eastern Caribbean dollars, which is the Group’s presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of income. (c) Group companies The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; (ii) income and expenses for each statement of income are translated at the average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and (iii) all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings, are taken to shareholders’ equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the consolidated statement of income as part of the gain or loss on sale.

Comparatives Where necessary, comparative figures have been adjusted to conform to changes with the presentation in the current year.

39

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 3 Financial risk management Financial risk factors The Group’s activities expose it to a variety of financial risk: market risk (including currency risk and fair value risk), credit risk, liquidity risk and cash flow interest rate risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize the potential adverse effects on the Group’s financial performance.

Risk management The Directors are charged with the overall responsibility of establishing and monitoring the company’s risk management policies and processes.

The group’s overall risk management policies and processes focuses on identifying, analysing and monitoring the risks such as foreign exchange risk, interest rate risk and credit risk that are faced by the Group. All treasury transactions are reported to and approved by the Directors. (a) Market risk (i) Foreign exchange risk The Group trades internationally and is exposed to foreign exchange rate risk from various currency exposures, primarily with respect to the US dollar and Sterling/UK pound. The exchange rate of the Eastern Caribbean dollar (EC$) to the United States dollar (US$) has been formally pegged at EC$2.70 = US$1.00 since July 1976.

Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

The group purchases its bananas and fresh produce in foreign currency and forward currency contracts are used for the purchases. All costs denominated in foreign currency are settled using the spot rate. There were no outstanding forward currency contracts at the balance sheet dates.

40

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 3 Financial risk management …continued (a) Market risk …continued (i) Foreign exchange risk …continued The following table summarises the Group’s exposure to foreign currency exchange rate risk at December 27, 2008.

EC $

US $

STG $

EURO $

Total $

173,177 1,147,023 3,995,058 7,743,160 –

4,598,264 – 298,499 – –

15,960,206 – 19,232,145 – 10,620,524

333,037 – – – –

21,064,684 1,147,023 23,525,702 7,743,160 10,620,524

13,058,418

4,896,763

45,812,875

333,037

64,101,093

Financial liabilities Bank overdraft Trade and other payables

1,378,218 4,358,407

– 8,691,734

– 8,045,230

– –

1,378,218 21,095,371

Total financial liabilities

5,736,625

8,691,734

8,045,230

–

22,473,589

Net balance sheet financial position

7,321,793

(3,794,971)

37,767,645

333,037

41,627,504

At December 28, 2007 Total financial assets Total financial liabilities

14,930,818 3,432,675

17,289,296 4,347,584

52,577,123 16,203,176

328,605 –

85,125,842 23,983,435

Net balance sheet financial position

11,948,143

12,941,712

36,373,947

328,605

61,592,407

At December 27, 2008 Financial assets Cash and cash equivalents Investments: Loans and receivables Trade and other receivables Due from related parties Loan to related parties Total financial assets

At December 27, 2008 if the ECD had weakened/strengthened against the STG /UK pound by 10% with other variables held constant, post tax profit for the year would have been $3,776,764 (December 29, 2007 - $3,637,395) higher/lower, mainly as a result of foreign exchange gains/ losses on translation of STG/UK pound denominated trade receivables, loans receivables and trade payables. (ii) Cash flow and fair value interest rate risk The Group has interest bearing assets at fixed interest rates which expose the group to fair value interest rate risk.

The group has determined that the fair value interest rate risk was not significant at the balance sheet date.

41

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 3 Financial risk management ‌continued (b) Credit risk The Group manages its exposure to this risk by applying contractual terms that have been approved by the directors to the amount of credit exposure to any one counterparty. It also employs strict minimum credit worthiness criteria as to the choice of counterparty, thereby ensuring that there is no significant concentration of credit risk.

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, investments classified as loans and receivables, as well as credit exposure to customers, including trade receivables, due from related parties and committed transactions.

The Group assesses the credit quality of customers on a case by case basis taking into account their financial position, past experience and other factors. Management does not set individual credit limits. If customers are independently rated, these ratings are used. If there is no dependent rating, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

The amount of the Group’s maximum exposure to credit risk is indicated by the carrying amount of its financial assets at the balance sheet date. Management does not expect any losses from non-performance by these counterparties as at December 27, 2008.

The credit quality of the financial assets that are neither past due nor impaired (fully performing) can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. The independent ratings are based on publicly available ratings supplied by Standard & Poor , CRIF Decision Solutions Limited and Fitch Ratings Limited.

Cash and Cash equivalents:

Banks

Ratings:

Bank 1 Bank 2 Bank 3

A-1 A-1+ A Unrated

December 27 2008 $ 8,248,344 3,298,926 9,301,760 172,927 21,021,957

Ratings: A-1 67 A Unrated

December 27 2008 $ 9,977,451 1,773,539 20,848,367 2,050,412 34,649,769

The rest of the balance sheet item cash and cash equivalent is cash on hand.

42

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 3 Financial risk management …continued (b) Credit risk …continued Trade receivables - neither past due nor impaired

Customers Ratings

December 27 2008 $ 7,542,437 2,079,972 966,793 10,589,202

A-3 83 90 Unrated

5,509,470

December 29 2007 $

Customers Ratings

9,106,869 2,073,131 1,566,076 12,746,076

59 63 94

6,093,544

Unrated

16,098,672

18,839,620

Counterparties without external credit ratings:

New customers less than 6 months Existing customers more than 6 months no defaults in the past Existing customers more than 6 months with defaults in the past

December 27 2008 $

December 29 2007 $

– 5,347,958 161,512

41,660 5,838,656 213,228

5,509,470

6,093,544

(c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and the ability of funding through an adequate amount of committed credit facilities.

Bank overdrafts and trade and other payables are due within 12 months based on the remaining period at the balance sheet date to the contractual maturity date.

The contractual undiscounted cash flows of bank overdrafts and trade payables approximate the carrying amounts at the balance sheet date as the impact of discounting is not significant.

43

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 3 Financial risk management …continued (d) Capital risk management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders.

4 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Management does not consider that there are estimates and assumptions that will have a significant risk, causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

5 Cash and cash equivalents

Cash at bank and in hand

December 27 2008 $

December 29 2007 $

21,064,684

34,707,854

For the purposes of the cash flow statement, cash and cash equivalents comprise the following:

Cash at bank and in hand Bank overdraft

December 27 2008 $

December 29 2007 $

21,064,684 (1,378,218)

34,707,854 –

19,686,466

34,707,854

44

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 6 Investments: Loans and receivables

Debt securities at amortised cost

December 27 2008 $

December 29 2007 $

1,147,023

1,111,112

Loans and receivables comprise of term deposits with banks.These term deposits mature within one year and bear interest at rates between 3% and 3.25% (December 29, 2007 - 3% and 3.25%) per annum.

7 Trade and other receivables December 27 2008 $

December 29 2007 $

Trade receivables Less: provision for impairment of trade receivables

20,898,394 (668,083)

22,455,335 (509,142)

Trade receivables - net

20,230,311

21,946,193

3,211,862

3,666,401

83,529

1,103,972

23,525,702

26,716,566

December 27 2008 $

December 29 2007 $

Neither past due nor impaired Past due but not impaired Impaired

16,098,672 4,131,639 668,083

18,839,620 3,057,487 558,228

Gross

20,898,394

22,455,335

Other receivables Prepayments

Trade receivables are summarised as follows:

45

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 7 Trade and other receivables ‌continued Trade receivables that are less than three months past due are not considered impaired.These relate to a number of independent customers for whom there is no recent history of default.

The aging of trade receivables that are past due and not impaired is as follows:

Up to 1 month 1 to 2 months Over 2 months

December 27 2008 $

December 29 2007 $

1,195,980 460,733 2,474,926

1,919,444 47,779 1,090,264

4,131,639

3,057,487

The individually impaired receivables mainly relate to customers, which are in unexpectedly difficult economic situations. It was assessed that a portion of the receivables is expected to be recovered.

The aging of trade receivables that are impaired is as follows:

Over 2 months

December 27 2008 $

December 29 2007 $

668,083

558,228

Other receivables and prepayments do not contain impaired assets.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables mentioned above.The Group does not hold any collateral as security.

46

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 8 Provision for impairment of trade receivables The movement in the provision for impairment of receivables is as follows: December 27 2008 $

December 29 2007 $

At beginning of year Provision made during the year

509,142 158,941

509,142 –

At end of year

668,083

509,142

The creation and release of provision for impaired receivables have been included in general and administrative expenses in the statement of income.

Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.

9 Related party transactions and balances The Group is related to the four banana grower associations (BGAs) and the Governments of the Windward Islands (Note 1) which together own 100% of the Company’s shares. The Group owns 50% of Windward Isles Banana Company (U.K.) Limited and Windward Isles Banana Company Holdings (Jersey) Limited and 40% of Lauders Agro Processors Limited.

The following transactions were carried out with related parties:

Purchases of bananas from the BGAs Purchase of fresh produce

December 27 2008 $

December 29 2007 $

84,195,308 329,756

91,663,282 –

Purchases from related parties were carried out on commercial terms and conditions and at market prices.

Key management compensation: Salaries and other short-term benefits

December 27 2008 $

December 29 2007 $

2,823,355

3,115,139

55

auditor’s report

47

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 9 Related party transactions and balances …continued Year-end balances arising from sales/purchases of goods/services: December 27 2008 $

December 29 2007 $

266,040 1,620,063 4,774,500

939,153 1,403,759 4,774,500

6,660,603

7,117,412

796,084 286,473

796,084 286,473

1,082,557

1,082,557

Due from related parties Current St.Vincent Banana Growers Association St. Lucia Banana Corporation Government of Saint Lucia

Non-current Grenada Banana Cooperative Society Dominica Banana Marketing Company

Balances with related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

The balance due from the Government of Saint Lucia represents Management’s best estimate of the consideration due for the compulsory acquisition of land and buildings of the Company situated at Roseau. The Company is currently in negotiations with the Government of Saint Lucia on the form of consideration.

Loan to joint venture Windward Isles Banana Company Holdings (Jersey) Limited December 27 2008 $

December 29 2007 $

Beginning of year Loan repayments received Foreign exchange (loss)/gain

14,390,340 – (3,769,816)

18,095,829 (4,125,075) 419,586

At end of year

10,620,524

14,390,340

Loans due from the joint venture are interest free, unsecured and have no specific repayment terms.

48

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 10 Property, plant and equipment Leasehold Improvements $

Land & Buildings $

Plant & Machinery $

Office Furniture & Equipment $

Computer Equipment $

Motor Vehicles $

Total $

Cost or valuation Accumulated depreciation

– –

2,982,884 (348,889)

5,136,759 (2,147,919)

4,322,289 (2,432,895)

1,806,645 (1,104,478)

967,754 (522,558)

15,216,331 (6,556,739)

Net book amount

–

2,633,995

2,988,840

1,889,394

702,167

445,196

8,659,592

Opening net book amount Currency translation adjustment Additions Disposals Depreciation charge

– – 147,186 – –

2,633,995 14,519 52,248 (1,837,995) (45,381)

2,988,840 36,312 944,559 (4,836) (969,034)

1,889,394 30,628 347,196 (1,782) (656,273)

702,167 4,664 524,043 (623) (479,998)

445,196 2,748 268,400 (16,541) (234,900)

8,659,592 88,871 2,283,632 (1,861,777) (2,385,586)

Closing net book amount

147,186

817,386

2,995,841

1,609,163

750,253

464,903

6,784,732

At December 27, 2007 Cost or valuation Accumulated depreciation

147,186 –

905,427 (88,041)

6,100,231 (3,104,390)

4,587,251 (2,978,088)

2,210,510 (1,460,257)

1,179,155 (714,252)

15,129,760 (8,345,028)

Net book amount

147,186

817,386

2,995,841

1,609,163

750,253

464,903

6,784,732

At January 1, 2006

Year ended December 27, 2007

49

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 10 Property, plant and equipment …continued

Leasehold Improvements $

Land & Buildings $

Plant & Machinery $

Office Furniture & Equipment $

Computer Equipment $

Motor Vehicles $

Total $

Opening net book amount Currency translation adjustment Additions Disposals Depreciation charge

147,186 – 99,473 – (2,944)

817,386 (214,049) 12,581 – (34,041)

2,995,841 (568,829) 166,404 (4,211) (804,364)

1,609,163 (317,193) 119,949 (2,602) (420,662)

750,253 (42,526) 686,529 (15,643) (516,874)

464,903 (95,055) – – (174,214)

6,784,732 (1,237,652) 1,084,936 (22,456) (1,953,099)

Closing net book amount

243,715

581,877

1,784,841

988,655

861,739

195,634

4,656,461

Cost or valuation Accumulated depreciation

246,659 (2,944)

680,815 (98,938)

5,037,907 (3,253,066)

3,727,125 (2,738,470)

2,613,636 (1,751,897)

964,414 (768,780)

13,270,556 (8,614,095)

Net book amount

243,715

581,877

1,784,841

988,655

861,739

195,634

4,656,461

At December 29, 2008

As at December 29, 2008

50

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 11 Investments in joint ventures

At beginning of year Additions during the year Share in profit/(loss) Currency translation adjustment At end of year

December 27 2008 $

December 29 2007 $

112,783,006 – 6,344,284 (29,999,600)

123,528,757 1,500,000 (14,246,041) 2,000,290

89,127,690

112,783,006

The Group’s share of the results of its joint ventures and its share of assets and liabilities are as follows:

2008 Windward Isles Banana Company Holdings (Jersey) Limited Windward Isles Banana Company (UK) Limited.

Lauders Agro Processors Inc LAP

Assets $

Liabilities $

Liabilities $

90,894,811 102,319,954 888,493

43,740,782 62,476,904 23,909

6,936,846 101,109,148 201,587

2007 Windward Isles Banana Company Holdings (Jersey) Limited Windward Isles Banana Company (UK) Limited

154,679,167 114,129,458

93,268,097 67,520,969

9,142,743 97,663,903

Windward Isles Banana Company (UK) Limited (“WIBUK”) and Windward Isles Banana Company Holdings (Jersey) Limited (“WIBHJ”) are incorporated in the United Kingdom and Jersey, respectively, on a 50% joint-venture basis with Fyffes for the acquisition of the banana operating division of the Geest Group of Companies.

These investments have been used as security against indemnities given by Fyffes in respect of two island class ships (Note 23).

Lauders Agro Processors Inc (LAP) is incorporated in St.Vincent and the Grenadines, on a 40% joint venture basis with National Properties Limited (NPL) of St.Vincent. Its principal activity is the processing and exporting of fresh produce.

51

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 12 Trade and other payables

Trade payables Other payables Accrued expenses

December 27 2008 $

December 29 2007 $

15,745,670 2,300,573 3,049,128

12,548,789 2,688,037 9,636,809

21,095,371

24,873,635

Included in trade payables are balances due to related parties of $233,006 (December 29, 2007- $646,751).

13 Deferred income tax asset Deferred income taxes are calculated in full on temporary differences under the liability method using a principal tax rate of 28% (December 29, 2007 - 30%).The movement on the deferred tax (asset) account is as follows:

At beginning of year Statement of income charge (Note 19) Exchange differences At end of year

Deferred taxes arose from accelerated capital allowances.

December 27 2008 $

December 29 2007 $

(82,181) (65,206) 31,353

(27,912) (53,279) (990)

(116,034)

(82,181)

52

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 14 Share capital

December 27 2008 $

December 29 2007 $

5,000,000 15,000,000

5,000,000 15,000,000

20,000,000

20,000,000

December 27 2008 $

December 29 2007 $

(12,939,007) (2,936,937) 5,826

1,672,116 (8,703,576) 2,939,835

(15,870,118)

(4,091,625)

December 27 2008 $

December 29 2007 $

591,325 47,340 494,026

799,359 119,947 184,851

1,132,691

1,104,157

Authorised: Unlimited ordinary shares Unlimited non-cumulative preference shares Subscribed: 500 ordinary shares 1,500 5% non-cumulative preference shares

15 Other losses net

Foreign exchange (losses)/gains Unrealised (losses)/gains on translation of balances Realised losses on transactions Gain on disposal of property, plant and equipment

16 Other income

Interest income Agency fees and commissions Other

53

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 17 Expenses by nature

December 27 2008 $

December 29 2007 $

Direct costs Employee benefit expenses (Note 18) Repairs and maintenance Depreciation (Note10) Travel and entertainment Legal and professional fees Director fees Utilities Rent Other expenses Audit Fees Insurance Printing, postage and office supplies Telephone and fax Advertising and promotion Security expenses Subsistence Communication Bank charges Subscriptions and donations Bad debt expenses Vehicle expenses

238,034,447 13,656,497 2,139,909 1,953,100 1,275,828 817,195 967,852 948,658 643,039 532,022 303,800 271,982 262,514 260,986 253,486 225,613 215,682 124,319 53,586 51,740 158,941 42,992

250,180,309 15,253,606 2,925,945 2,385,586 1,501,672 623,661 1,064,307 818,266 644,141 509,849 346,630 275,752 264,163 285,939 106,393 83,824 120,199 150,702 58,790 25,556 – 45,944

Total cost of goods sold, administrative and general expenses

263,194,188

277,671,234

54

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 18 Employee benefit expense

December 27 2008 $

December 29 2007 $

12,127,282 651,134 878,081

13,340,184 1,163,183 750,239

13,656,497

15,253,606

December 27 2008 $

December 29 2007 $

Current tax Adjustments to prior periods Deferred tax charge (Note 13)

292,184 – (65,206)

987,907 (180,988) (53,279)

Current tax charge

226,978

753,640

Salaries and wages Other staff costs Social security costs

19 Income tax expense

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the applicable standard rate as follows:

Profit before tax Tax calculated at standard rate of 30% Tax effect of consolidation adjustments Exempt profit Expenses not deductible for tax purposes Deferred tax not recognised Adjustments to prior periods Other tax adjustments Tax charge

December 27 2008 $

December 29 2007 $

(18,811,927)

(2,700,387)

(5,643,578) (1,920,257) 7,790,313 23,417 15,987 – (38,904)

(810,116) 4,294,211 (2,549,243) 16,195 – (180,988) (16,419)

226,978

753,640

55

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 20 Transfer adjustment The adjustment relates to the transfer of the reserve on the disposal in 2007 of land and building recorded at revalued amounts.The adjustment was a transfer from the revaluation reserve included in contributed capital and reserves to retained earnings.

21 Pension costs The subsidiary company Winfresh (UK) Limited (formerly Windward Island Banana Development and Exporting Company Limited (UK)) is party to a multi-employer defined benefit pension scheme. Their actuaries have confirmed to the directors that the company is unable to identify its share of the underlying assets and liabilities of the scheme on a reasonably consistent basis. Consequently, the scheme has been accounted for as if it were a defined contribution pension scheme.

The constitution of the scheme required that a triennial valuation is performed by independent actuaries and the last triennial valuation was carried out at 30 December 2006. In accordance with the Pension Act 2006 of England and Wales this valuation produced a range of values for the scheme, calculated on differing bases. Having considered the various valuations produced by this valuation, the scheme’s trustees have concluded and recommended to the directors that the Corporate Bond method of valuation is the most appropriate one to use. This valuation method showed that , as at December 30, 2006, there was a funding deficit of £4,638,000 in the scheme which represented a funding level of less that 90% as required by the minimum funding requirement rules( December 31, 2003 - £2,008,000 representing a funding level of less than 90% as required by the minimum funding rules).

With effect from April 2008 all of the participating employers in the scheme have agreed to a revised schedule of contributions and annual payments, which is designed to restore the minimum funding requirement position of the scheme to an acceptable level.

The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge to the statement of income for the year with respect to the defined contribution scheme amounted to £86,190 (December 29, 2007 - £54,019).

Included in accrued liabilities is an amount of £5,609 (December 29, 2007 – £4,855) relating to pension contributions payable. During the two years no pension scheme benefits accrued to any directors.

56

[ Winfresh Limited Annual Report 2008 ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 22 Commitments

The group leases various land and buildings and equipment under non-cancellable operating lease agreements. The leases have varying terms and renewal rights.

The future aggregate minimum lease payments under non -cancellable operating leases are as follows:

Within one year Between two and five years

December 27 2008 $

December 29 2007 $

174,030 9,034

258,934 1,614,240

183,064

1,873,174

23 Guarantees Guarantees given in the ordinary course of business for performance of obligations under the Contract of Affreightment with Geest Limited and a Licence Transfer Agreement with certain group companies and Geest Plc. The Company has entered into an agreement together with its subsidiary undertaking to jointly and severally indemnify Fyffes Plc against fifty per cent of all payments, actions, charges claims, costs, damages, demands, expenses, liabilities, losses and proceedings which may be brought or preferred against Fyffes Plc, under a previous indemnification agreement with Geest Plc entered into by Fyffes Plc in December 1996.

The December 1996 indemnification agreement previously entered into by Fyffes Plc indemnified Geest Plc with regards to various obligations attaching to two island class ships. These obligations arose under bareboat charter agreements relating to the ships, which were taken over when the banana operating division of Geest Plc was acquired via a joint venture between Fyffes Plc and the WIBDECO group. At December 27, 2008, total obligations under the bareboat charter agreements were £9,138,776 (December 29, 2007 - £17,245,354).

Under the terms of the agreement between Geest Limited and the financiers of these ships, they were handed back to the financiers in January 2009, at which point the obligation of the joint venture companies under the bareboat charter agreements ceased.

In the opinion of the directors there is no liability in respect of this matter.

The subsidiary company has provided a payment guarantee to HM Revenue and Customs. At the balance sheet date the maximum amount payable under this guarantee totalled £250,000 (December 29, 2007 – £ 250,000)

57

[ Consolidated Financial Statements ]

Winfresh Limited (formerly Windward Islands Banana Development and Exporting Company Limited)

CONSOLIDATED FINANCIAL STATEMENTS As of December 27, 2008

(expressed in Eastern Caribbean dollars) 24 Contingent liabilities The Group is contingently liable in respect of disputed liabilities that may be due under the banana contract sales agreements with the banana companies.

These amounts are currently being negotiated, the full amount of the liability if any cannot be determined at the balance sheet date. Any settlements arising from these disputed liabilities are expected to be accounted for as a charge against income in the period in which the settlement occurs.

25 Dividends On October 28, 2008, the Board of Directors proposed a dividend of $2,000,000 with respect to the year ended December 27, 2008 (December 29, 2007 - $2,750,000).The dividend payable has been reflected in these financial statements.