TOT.L Regulatory News (TOT)

TOTAL PRODUCE PLC

2020 PRELIMINARY RESULTS

Total Produce records strong results in 2020

· Very strong performance in 2020 in the context of the unprecedented challenges posed by COVID-19 to the global economy

· The Group announced on 17 February 2021 an agreement to combine with Dole Food Company Inc under a newly created US listed company, Dole plc

· Total revenue up 1.7% to €6.259 billion

· Adjusted EBITDA up 8.2% to €219.4m

· Adjusted EBITA up 9.4% to €164.2m

· Adjusted profit before tax up 18.0% to €116.0m

· Adjusted fully diluted EPS up 9.1% to 15.41 cent

· The Group is in a strong financial position, net debt of €144.3m (2019: €221.2m)

· 7.5% increase in 2020 final dividend to 2.770 cent per share

Commenting on the results, Carl McCann, Chairman, said:

"The Group has reported strong results in 2020. Revenue grew 1.7% to €6.3 billion with an 8.2% increase in adjusted EBITDA to €219.4m and adjusted earnings per share increasing 9.1% to 15.41 cent. These strong results demonstrate the robustness of the Group's business model in the face of the unprecedented challenges posed by the ongoing COVID-19 pandemic. We are very proud of our people worldwide. Their dedication, commitment and hard work ensured the Group's supply chains and operations continue to function and remain open across our key markets.

On 17 February 2021, the Group announced a binding deal with Dole Food Company Inc to combine under a newly created US listed company, Dole plc. Dole plc will be the number one player in fresh produce with estimated combined revenues of almost US$10 billion, adjusted EBITDA of approximately US$379 million and total assets of approximately US$4.5 billion. The decision to list the new company in the United States marks an exciting next step. The combined company will become the largest player in fresh produce with a highly diversified portfolio, resilient earnings and a strong balance sheet that positions us well for accelerated growth. We look forward to beginning this next chapter and providing increased opportunity for our shareholders, dedicated employees, customers, suppliers and partners.

The Group intends to pay a final dividend of 2.770 cent per share representing an increase of 7.5%. Trading has been satisfactory in early 2021".

25 February 2021

For further information, please contact:Brian Bell, Wilson Hartnell PR - Tel: +353-1-669-0030, Mobile: +353-87-243-6130

1 the Group's share of the 2019 revenue of Dole was restated. See Note 3 of the accompanying financial information.

Overview

Total Produce (the 'Group') has delivered very strong results in 2020 against the backdrop of the unprecedented uncertainties and challenges in the global marketplace arising from the prolonged effects of the COVID-19 pandemic. The COVID-19 outbreak continues to be an ongoing challenge for the Group and the wider fresh produce industry. The health and wellbeing of our people is the Group's number one priority while at the same time recognising the vital role in continuing to keep the supply chains open and supplying essential foodstuffs. The Group's strong presence in the global fresh produce industry, the diversity of its operations and products together with the exceptional response from our people have enabled us to meet these challenges.

Total revenue grew 1.7% to €6,259m (2019: €6,153m), adjusted EBITDA increased by 8.2% to €219.4m (2019: €202.8m) with adjusted EBITA increasing 9.4% to €164.2m (2019: €150.1m). The increase in revenue was due to robust retail and wholesale demand offsetting reduced levels of activity in the food service sector. The Group also benefitted from the contribution of bolt-on acquisitions made in the past twelve months. Currency had a marginally negative impact on the translation of the overall results of foreign currency denominated operations to Euro due principally to the weakening of the US Dollar and to a lessor extent Sterling. On a like-for like basis excluding the impact of acquisitions, divestments and currency translation, revenues were circa 1% ahead of prior year with average price increases offsetting a modest volume decrease. The strong growth in adjusted EBITDA (8.2%) and adjusted EBITA (9.4%) was due to the robust performance in the Eurozone (particularly in H2 of 2020), the International and Dole divisions. This was partially offset by a weaker performance in the Non-Eurozone division which has a proportionally higher wholesale and direct food service business.

Operating profit before exceptional items increased by 13.5% to €93.4m (2019: €82.3m). The operating profit after exceptional items was €83.4m (2019: €87.5m) with the decrease due to the effect of exceptional items year on year. The 2019 prior year included exceptional gains of €5.2m compared to a current year charge of €10.0m, as discussed further in Note 5 of the accompanying financial information.

Adjusted fully diluted earnings per share increased 9.1% to 15.41 cent (2019: 14.12 cent), due to the 9.4% increase in adjusted EBITA and lower interest charges offset by higher non-controlling interest charges.

Net debt at end of the year was €144.3m (2019: €221.2m) with strong adjusted operating cashflow of €113.6m (2019: €59.4m) due to strong earnings growth and working capital inflows of €52.1m (2019: €6.6m). The working capital inflow was due to the change in customer mix and tight working capital management. The Group managed its liquidity by curtailing some non-essential capital expenditure and discretionary costs. The Group is in a strong financial position with significant financial capacity. The Group is operating comfortably within its bank covenants and enjoys the support of its banking partners.

The Group paid the 2020 interim dividend of 0.9129 cent per share, unchanged on the prior year, on 29 January 2021.The Group intends to pay a final dividend of 2.770 cent per share in May 2021, representing an increase of 7.5% on 2019. The total dividend for 2020 will amount to 3.6829 (2019: 3.4899) cent per share and represents an increase of 5.5% on 2019. The total dividend represents a pay-out of almost 24% of the adjusted earnings per share.

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Alternative performance measures 'APMs' The Group uses APMs, which are non-IFRS measures to monitor financial performance. These measures are referred to throughout the discussion of our reported operating performance and financial position and are measures which are regularly reviewed by Group management in assessing Group performance. The APMs are defined together with calculations in pages 33 to 36 of this statement.

Transaction to combine with Dole Food Company Inc and become publicly listed in the US

On 17 February 2021, the Group, Dole Food Company, Inc. ('Dole'), and affiliates of Castle & Cooke, Inc. (the 'C&C shareholders'), which own a 55% interest in Dole's parent company ('Dole Holdings') (together, the 'Parties'), announced that they entered into a binding transaction agreement (the "Agreement") to combine under a newly created, U.S. listed company ('Dole plc') (the 'Transaction').

The Group had previously completed the acquisition of a 45% interest in Dole on 31 July 2018 with options to acquire the remaining 55% in future years.

The Transaction will simplify the existing structure between the two companies by unifying Dole and Total Produce under common ownership, with the objective of enabling full operational integration, realisation of synergies and value creation across the enlarged business. Under the terms of the Agreement, Total Produce shareholders will receive 82.5% of Dole plc shares and the C&C shareholders will receive 17.5% of Dole plc shares, in each case based on the fully diluted outstanding shares immediately prior to the completion of the Transaction.

Dole plc will be well positioned to deliver attractive long-term growth and utilise its increased size and network to drive market penetration and cross-selling. Dole plc will benefit from the strength of the Dole brand to further expand its product offering and pursue synergistic M&A in a fragmented and structurally growing industry.

Dole plc will have a balanced geographic presence with an extensive and diversified product portfolio, enhancing the overall financial resilience of the business.

Per the Agreement, Dole plc's completion of an initial public offering and a listing on a major U.S. stock exchange is a condition for completion of the Transaction (the 'IPO'). In connection with the Transaction, Dole plc intends to target raising US$500 to US$700 million in primary equity capital to strengthen and de-lever the combined balance sheet. Upon completion of the U.S. listing of Dole plc, Total Produce will cease to be listed on the Euronext Dublin and the London Stock Exchange.

Total Produce has secured fully committed debt facilities to backstop and refinance all existing Total Produce and Dole debt facilities upon completion of the Transaction, with the exception of the Dole vessel financing and certain other bilateral facilities which will remain post completion. Overall, this is expected to provide for a stronger balance sheet with a well-termed out capital structure, which is expected to enhance Dole plc's credit profile and lower its average cost of capital going forward.

Dole plc, operating under the Dole brand, will be incorporated in Ireland, with its Global Headquarters in Dublin, Ireland. Its headquarters for the Americas will be in Charlotte, North Carolina.

The highly regarded management teams of Total Produce and Dole, with combined experience of over 150 years in the fresh produce sector, will continue to operate the combined business.

The Transaction is subject to approval by Total Produce shareholders, regulatory approvals, market conditions and customary conditions.

Should the Transaction fail to complete for any reason the terms of the Initial Dole Transaction remain in place and Total Produce will continue to be listed on Euronext Dublin and the London Stock Exchange.

The full terms of the Transaction are outlined in the Stock Exchange announcement on 17 February 2021.

Operating Review

The table below details a segmental breakdown of the Group's total revenue and adjusted EBITA for the year ended 31 December 2020. The European and International operating segments are primarily involved in the procurement, marketing and distribution of hundreds of lines of fresh fruit and vegetables. The Group's 45% share of the results of Dole is included as a separate operating segment. Dole is one of the world's leading fresh producers, marketers and distributors of fresh fruit and vegetables, which sell and distribute through a wide network in North America, Europe, Latin America, the Middle East and Africa. Segment performance is evaluated based on total revenue and adjusted EBITA.

*Dole's financial year for 2020 commenced on 29 December 2019 and ended on 31 December 2020. The 2019 comparative period ran from 29 December 2018 to 28 December 2019. The Group's share of the adjusted EBITA of Dole is after the deduction of the Group's share of the non-controlling interests charge within Dole and an allocation of a corporate overhead.

** The 2019 segmental comparatives have been restated to conform with the current year's presentation. In addition, the Group's share of the 2019 revenue of Dole was restated. See Note 3 of the accompanying financial information.

Total revenue increased 1.7% to €6,259m (2019: €6,153m) with robust demand from retailers and wholesalers offsetting reduced levels of activity in the food service sector. Across the Group companies modified sales strategies to further increase retail focus and to source more produce to meet increased retail demand. There was an increase in demand for the staple items, bananas, potatoes, vegetables and produce with high vitamin C content (citrus and kiwi fruit) with reduced demand for pineapples and melons due to lower foodservice activity. The Group also benefitted from bolt-on acquisitions made in the past twelve months. Currency had a marginally negative impact on the translation of the overall results of foreign currency denominated operations to Euro in the year primarily due to the weakening of the US Dollar. On a like-for like basis excluding the impact of acquisitions, divestments and currency translation, revenues were circa 1% ahead of prior year with average price increases offsetting a modest volume decrease. Adjusted EBITA increased 9.4% to €164.2m (2019: €150.1m) due to strong performance in the Eurozone (particularly in H2 of 2020), the International and Dole divisions. This was partially offset by a weaker performance in the Non-Eurozone division which has a higher proportionate concentration of wholesale and direct food service business.

Within the European and International divisions, there were additional operating costs relating to COVID-19 such as employee personal protective equipment and costs of additional shifts in warehouses to comply with physical distancing. These additional costs were offset by reductions in other costs such as travel expenses. Within the Dole division certain one-off costs associated with COVID-19 were incurred and classified as exceptional items. The Group's 45% of these non-recurring COVID-19 costs were €4.4m.

Europe - Non-Eurozone

This segment includes the Group's businesses in the Czech Republic, Poland, Scandinavia and the UK. Revenue increased by 1.2% to €1,499m (2019: €1,482m) helped by the incremental impact of bolt-on acquisitions. Currency translation had a marginal negative impact on revenue on translation to Euro with weaker Sterling partially offset by a strong Swedish Krona. On a like-for-like basis excluding acquisitions, divestments and current translation revenue was circa 1% behind prior year with volume decreases offset in part by average price increases. Volume decreases are due to reduced demand in the food service sector in Scandinavia, the UK and the Czech Republic as a result of restrictions imposed due to COVID-19. This was offset by robust demand from retail, as well as an element of organic growth. Adjusted EBITA decreased 6.0% to €39.4m (2019: €41.9m) due to currency translation and an impact on margin due to a change in sales channel.

Europe - Eurozone

This segment includes the Group's businesses in France, Ireland, Italy, the Netherlands and Spain. Revenue increased by 1.6% to €1,687m (2019: €1,661m). Excluding the effect of acquisitions and divestments, revenue on a like-for-like basis was circa 1% ahead of prior year with average price increases offsetting a decrease in volumes. Throughout the Eurozone, robust retail and wholesale demand offset lower demand from the food service sector. Adjusted EBITA increased 40.2% to €28.7m (2019: €20.5m) with a resilient performance across all divisions particularly Spain and an overall much improved result in Holland. The Dutch horticultural division remained challenged with disappointing performance in vegetables offset by good results in the second half of the year from sales of local soft fruit and deciduous product. The Group recorded strong performance particularly in the second half of the year in its import business helped by solid results in its mango, citrus, ginger and avocado lines.

International

This division includes the Group's businesses in North America, South America and India. Revenue increased by 1.9% to €1,296m (2019: €1,272m). Currency negatively impacted on translation of the results to Euro due to the weakening of US Dollar and Canadian Dollar by 1.9% and 3.3% respectively. This was partially offset by the benefit of an increase in the shareholding in a joint venture which is now treated as a subsidiary. On a like-for-like basis excluding the effects of currency and acquisitions, revenue increased circa 3% due to average price increases with volumes marginally behind the prior year. The International division is largely retail focussed. There was an increase in demand for the staple items of potatoes, vegetables, citrus as well as kiwifruit. The impact of COVID-19 in the first half of the year saw a reduced demand for more expensive product and produce with a shorter shelf life. Revenue strengthened in second half of the year particularly with stronger pricing in certain product lines and good volumes from new product sources. Adjusted EBITA increased 16.7% to €26.0m (2019: €22.3m) with improved margins, lower operating costs (primarily travel related), the benefit of a joint venture becoming a subsidiary offset in part by the negative impact on the translation of the results of US Dollar and Canadian Dollar denominated earnings to Euro.

Dole

This segment includes the Group's share of the results of Dole. The Group is equity accounting for its 45% share of the results of Dole on an IFRS basis.

Dole's 2020 financial year was from 29 December 2019 to 31 December 2020 and for 2019 was from 29 December 2018 to 28 December 2019. Dole's overall business is seasonal, with the greater share of adjusted EBITA earned in the first half of the financial year. As Dole is vertically integrated its operations are sensitive to a number of factors including weather related phenomena and the effects on industry volumes, prices, produce quality and growing costs.

Trading in Dole was good in the context of a challenging global environment due to COVID-19 and is benchmarked against a strong comparative year in the Fresh Vegetable division for some produce categories. On an IFRS basis, Dole has recorded 2020 revenues of $4,672m (€4,096m) up 3.5% on 2019 revenue of $4,516m (€4,003m). Adjusted EBITDA in 2020 of $259.2m (€230.6m) was 5.8% ahead of prior year result of $245.0m (€217.2m) with adjusted EBITA of $184.6m (€164.2m) 6.2% ahead when compared to $173.8m (€154.0m) recorded in the prior year.

The Fresh Fruit division (bananas and pineapples) remained strong and ahead of the prior period with higher banana volumes in Latin America and North America offset by some lower European volumes. The results in this division benefitted from lower fuel prices and some general cost efficiencies. This was offset by a general decrease in pineapple pricing due to the impact of COVID-19 on the food service sector.

Results in Fresh Vegetables were ahead of the prior period despite being benchmarked against a very strong comparative period in some categories. The results from value-added operations were significantly ahead of 2019 with favourable volumes and pricing helped by the launch of new product types and the change in product mix from a move to more premium products. The division also benefitted from cost saving initiatives implemented in recent years.

The Diversified division performed satisfactorily in the period. The results were helped by solid results in citrus and berries while results in Chile were impacted by timing differences in the crop harvest cycle of cherries as well as lower grape volumes due to drought.

Within the Dole segment, certain one-off charges associated with COVID-19 including costs of double shifts, protective equipment and additional transport were incurred and classified as exceptional items. These costs amounted to $10.8m (€9.6m) and primarily related to the Fresh Vegetable division.

Total Produce's 45% share of 2020 revenue was €1,843m (2019: €1,801m) and its share of adjusted EBITA was €70.1m (2019: €65.4m).

Further details on the financial performance and position of Dole for the year ended 31 December 2020 are outlined in Note 7 of the accompanying financial information.

Financial Review

Revenue and adjusted EBITA

An analysis of the factors influencing the changes in revenue and adjusted EBITA are discussed earlier in the operating review.

Share of profits of joint ventures - Dole

The Group's share of the after-tax profits of Dole in 2020 amounted to €21.3m (2019: €19.3m) before exceptional items. The increase is due to higher EBITA as noted earlier in the operating review offset in part by lower interest costs due to a decrease in the US LIBOR rate in 2020. The Group's share of exceptional items in 2020 was a €5.9m charge compared to a €7.0m gain in 2019. The gain in 2019 was primarily due to the gain on the sale of a European salad business. Further information on exceptional items are detailed in Note 5 of the accompanying financial information. Post exceptional items the Group's share of after-tax profits was €15.4m (2019: €26.4m). Further details of the performance of Dole and its financial position at the end of the year is outlined in the operating review and in Note 7 of the accompanying financial information.

Share of profits of joint ventures and associates - excluding Dole

Excluding the contribution from Dole the share of after-tax profits of joint ventures and associates increased in 2020 to €13.0m (2019: €11.3m). Dividends declared from joint ventures and associates in 2020 amounted to €12.5m (2019: €11.1m) with €11.3m (2019: €10.7m) received in cash reflecting the Group's continued focus on the cash contributions from these investments.

Intangible asset amortisation

Acquisition related intangible asset amortisation within subsidiaries amounted to €10.1m (2019: €10.3m). The share of intangible asset amortisation within joint ventures and associates was €2.5m (2019: €2.7m).

Exceptional items

Exceptional items in the year, net of tax amounted to a net charge of €10.9m (2019: €5.2m gain). The net charge in 2020 primarily relates to the Group's €5.9m share of the net charge within Dole (due primarily to exceptional COVID-19 costs and unrealised losses on foreign currency denominated intercompany borrowings). The Group also incurred a non-cash goodwill impairment charge of €3.5m and a property impairment charge of €1.1m. In 2019 the net gain primarily related to the Group's €7.0m share of the net gain within Dole on sale of a European salad business offset in part by Group restructuring charges. A full analysis of exceptional items for both 2020 and 2019 are set out in Note 5 of the accompanying financial information and have been excluded from the calculation of the adjusted numbers.

Operating profit

Operating profit before exceptional items increased by 13.5% to €93.4m (2019: €82.3m) due to earnings growth in the Eurozone and International divisions as well as an increase in the Group's share of earnings in Dole. Including exceptional items, operating profit decreased to €83.4m (2019: increased to €87.5m) with the decrease due to the effect of exceptional items year on year. The prior year included exceptional gains of €5.2m compared to a current year charge of €10.0m before tax. As noted earlier, a full analysis of exceptional items for both 2020 and 2019 are set out in Note 5 of the accompanying financial information.

Net financial expense

Net financial expense in the year decreased to €9.9m (2019: €11.0m) primarily due to the fall in US LIBOR rates and lower average net debt in the year.

The Group's share of the net interest expense of joint ventures and associates in 2020 was €38.3m (2019: €40.8m) with the decrease due to Group's share of a lower interest charge in Dole due to reduction in US LIBOR rates in the year.

Profit before tax

Excluding acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration and share of joint venture interest and tax which is netted in profit before tax in the statutory income statement, the adjusted profit before tax increased by 18.0% to €116.0m (2019: €98.3m) with the benefit of the increase in the adjusted EBITA and the effect of lower interest charges. Statutory profit before tax after these items was €73.5m (2019: €76.5m) with the decrease due to the impact of exceptional items year on year. As noted earlier, there was a net exceptional charge of €10.0m before tax (2019: net gain of €5.2m).

Taxation

The adjusted tax charge for 2020, including the Group's share of joint ventures and associates' tax and before non-trading items as set out on page 34 of the accompanying financial information was €36.4m (2019: €27.9m) representing an underlying effective tax rate of 31.4% (2019: 28.0%) when applied to the Group's adjusted profit before tax.

Non-controlling interests

The non-controlling interests' share of after-tax profits in the year was €16.4m (2019: €12.9m). Included in this was the non-controlling interests' share of the net charge on exceptional items, amortisation charges and acquisition related costs (net of tax) of €3.3m (2019: €2.9m). Excluding these non-trading items, the non-controlling interests' share of adjusted after tax profits was €19.7m (2019: €15.8m) with the €3.9m increase due to higher non-controlling interests' share of earnings in certain non-wholly owned companies in Europe and North America.

Adjusted and basic earnings per share

Adjusted fully diluted earnings per share increased 9.1% to 15.41 cent (2019: 14.12 cent) due to the strong increase in adjusted EBITA in the year, lower interest charges offset by the increase in the non-controlling interest charge noted earlier.

Management believes that adjusted fully diluted earnings per share, which excludes acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration, unrealised gains or losses on derivative financial instruments, gains and losses on foreign currency denominated intercompany borrowings, exceptional items and the related tax on these items, provides a fairer reflection of the underlying trading performance of the Group.

Basic earnings per share and diluted earnings per share after these non-trading items amounted to 10.40 cent per share (2019: 13.72 cent) and 10.38 cent per share (2019: 13.69 cent) respectively. The decrease on the prior year is due to the exceptional one-off gains in 2019 compared to the 2020 exceptional charges as noted earlier.

Note 6 of the accompanying financial information provide details of the calculation of the respective earnings per share amounts.

Cashflow and net debt

Net debt (which excludes lease liabilities) at 31 December 2020 of €144.3m decreased on the prior year balance of €221.2m. Average net debt for year was €224.1m (2019: €284.0m). In addition, the Group has non-recourse trade receivables financing of €47.0m on 31 December 2020 (2019: €46.4m). The decrease in net debt on the prior year was primarily due to strong operating cashflows in 2020 and working capital inflows during the year as explained below.

The Group generated adjusted operating cashflows in the year of €61.5m (2019: €52.8m) with the increase due to the strong earnings growth. There was a positive working capital inflow of €52.1m (2019: €6.6m) primarily from the impact of a change in customer mix on receivables days and continued tight working capital management. In addition, there were initiatives and actions taken by the Group to protect the business and mitigate cash outflows due to COVID-19 with a deferral of some non-essential capital expenditure and curtailment of discretionary costs.

Cash outflows on routine capital expenditure, net of disposals, were lower at €15.4m (2019: €19.0m) due to the deferral of some non-essential capital expenditure. Dividends received from joint ventures and associates in the year were €11.3m (2019: €10.7m) representing the Group's continued focus on cash returns from these investments. Dividends paid to non-controlling interests were €20.5m (2019: €16.1m) with the increase due to higher earnings in subsidiaries with non-controlling interests.

Free cashflow generated by the Group was €89.0m (2019: €35.0m) with the increase due to higher earnings and the improved working capital inflow during the year. Free cashflow is the measure of the funds available after outflows relating to routine capital expenditure, dividends to non-controlling interests but before acquisition related expenditure, non-routine capital expenditure and the payment of dividends to equity shareholders of the Group.

Cash inflows from exceptional items were €0.8m (2019: €5.8m). Cash inflows from disposals net of acquisitions amounted to €1.5m (2019: €14.5m outflow) with proceeds from disposals of equity investments in the year offset by the costs of some bolt-on acquisitions primarily in the Eurozone. Payments relating to put option liabilities and contingent and deferred consideration relating to prior year acquisitions were €10.6m (2019: €11.1m). Payments for non-routine property and plant additions amounted to €4.2m (2019: €4.5m). Dividends paid to equity shareholders were €10.0m (2019: €13.3m) with the decrease due to the deferral of the 2020 interim dividend of €3.5m to January 2021. At 31 December 2020, there was a €11.4m gain (2019: €2.7m loss) on the translation of foreign currency denominated net debt to Euro due primarily to the weaker US Dollar and Sterling exchange rates prevailing at year end offset in part by the stronger Swedish Krona.

1The APMs are defined together with calculations in pages 33 to 36 of this statement

Liquidity

It has always been the policy of the Group to have adequate facilities available providing the Group with sufficient headroom in addition to the flexibility to take advantage of opportunities to develop the business. As the pandemic hit global markets in mid-March, the Group took a number of steps to protect its liquidity and financial position. As described earlier, the Group postponed or deferred some non-essential capital expenditure and discretionary costs.

In 2020, the Group increased the tenor of its corporate borrowing facilities and provided additional headroom including the renewal of a three-year private placement facility of US$66m (€54m). This allows the Group to draw down long term funding for periods of up to twelve years. The Group has approved committed and uncommitted bank borrowings of up to €583m at 31 December 2020 (2019: €623m) in addition to approved overdrafts of €115m (2019: €109m). At 31 December 2020, the Group has utilised 39% of these facilities (2019: 46%). In addition, at 31 December 2020 the Group has cash and deposit balances of €131m (2019: €116m).

Post year end, in conjunction with the combination with Dole and the initial public offering and listing of Dole plc as described earlier, the Group has secured a committed debt facility with a term of five years to backstop and refinance certain existing Total Produce facilities in advance of the completion of the Transaction. In the event that the Transaction does not complete, this committed financing shall remain in place in the Total Produce Group.

Defined benefit pension obligations

The net liability of the Group's defined benefit pension schemes (net of deferred tax) was €14.3m on 31 December 2020 (2019: €9.3m). The increase in the liability was due to a decrease in the Eurozone and UK discount rates which increases the net present value of scheme obligations. This was offset by an average return of 7.5% on pension scheme assets in 2020. Other post-employment benefit obligations increased to €6.6m at 31 December 2020 (31 December 2019: €5.9m).

Shareholders' equity

Shareholders' equity increased by €7.5m in year to €458.6m. The increase was due to profit after tax of €40.4m attributable to equity shareholders. This was offset primarily by currency translation loss of €21.7m on the retranslation of the net assets of foreign currency denominated operations into Euro (primarily due to weaker US Dollar and Sterling) and remeasurement losses of €6.8m (net of deferred tax) on post-employment benefit schemes.

Development Activity

The Group made some bolt-on acquisitions in 2020, investments in existing joint ventures as well as acquisition of additional shares in non-wholly owned subsidiaries. The investments were in the Eurozone and International divisions and included the acquisition of additional shares in Eco Farms, a company based in California in the United States that specialises in avocados. This resulted in Eco Farms being consolidated as a subsidiary of the Group. The initial 45% interest was treated as a joint venture up to April 2020.

The total committed investment in the year was €5.8m including €0.6m contingent consideration payable on the achievement of future profit targets. The total investment included €3.6m related to the acquisition of the remaining shares in a subsidiary that were subject to a put and call option.

Dividends

The 2019 final dividend of 2.5770 was paid on 2 September 2020. The payment of the 2020 interim dividend of 0.9129 cent per share (which was unchanged on prior year) was paid post year-end on 29 January 2021.

The Group intends to pay a final dividend of 2.770 cent per share in May 2021 representing a 7.5% increase on 2019. The total dividend for 2020 will amount to 3.6829 (2019: 3.4899) cent per share and represents an increase of 5.5% on 2019. The total dividend represents a pay-out of almost 24% of the adjusted earnings per share.

Post Balance Sheet Events

The payment of the 2020 interim dividend of 0.9129 cent per share was paid post year-end on 29 January 2021. The total dividend amounted to €3,549,000.

On 17 February 2021, the Group and Dole Food Company Inc and affiliates of Castle & Cooke, Inc. (the "C&C shareholders"), which own a 55% interest in Dole's parent company ("Dole Holdings") (together, the "Parties"), announced that they entered into a binding transaction agreement (the "Agreement") to combine under a newly created, U.S. listed company ("Dole plc") (the "Transaction"). Further details are outlined on page 3 and in the Stock Exchange announcement on 17 February 2021. The Group has secured a committed debt facility with a term of 5 years to backstop and refinance certain existing Total Produce facilities in advance of the completion of the Transaction. In the event that the Transaction does not complete this committed financing shall remain in place in the Total Produce Group.

Environmental, Social and Governance (ESG)

In Total Produce we are privileged to market the most nutritious of foods with the lowest environmental impact. Committed to transparency and the adherence to best agronomic and sustainable practices across our operations, our journey towards becoming an ever more sustainable business is ongoing. Having invested in solar power installations in Brazil and the Netherlands in late 2020 and early 2021, the group's UK operations completed the transition to 100% 'Deep Green' renewable electric energy sources to power its twenty four business units across Great Britain in February 2021. Part of "Vision 20/25", Total Produce's company-wide initiative dedicated to measuring and reducing carbon consumption throughout the group internationally, which has delivered an 18% reduction in group carbon emissions since 2018. This transition is expected to deliver a 20% reduction in TPUK's Co2 emissions throughout 2021 and beyond.

The adoption of renewable energy in the UK follows the launch in December 2020 of the group's sustainability website; www.totalproduce.com/sustainability. Dedicated to detailing Environmental, Ethical & Social and Economic practices across Total Produce, the site is a user friendly, central online resource through which stakeholders can download and review all of the content available in the Total Produce Sustainability Report. It further outlines the Group's approach to sustainability, its strategy, internal processes, targets and accomplishments to date alongside the policies, protocols and procedures are in place and up to date news on sustainability initiatives taking place across the Group.

In November 2020 Total Produce's commitment to best sustainable practices was recognised with the award of the prestigious Origin Green Gold standard, the only Irish fruit company to receive this accolade. Dedicated to recognising excellence in sustainability practices, Origin Green is operated by Bord Bia, the Irish Food Board. At its heart lies a comprehensive programme based on the setting of ambitious sustainability related targets and ongoing performance measurement.

Brexit and International Trade

The UK exited the European Union ('Brexit') in January 2021 after an 11-month transition period. It is still too early to assess the long-term implications of the UK departure from EU on the global fresh produce industry. Brexit committees set up in relevant areas of the business continue to monitor and assess the risks and opportunities from Brexit and have taken actions where appropriate. For example, the Group had ensured that product is transported directly from mainland Europe primarily Spain, France and Holland to avoid the UK land bridge.

COVID-19 Outbreak

Since the outbreak of COVID-19 all parts of our business have continued to work tirelessly to safely supply fresh produce to our customers. It is due to the efforts of our people that we have been able to join frontline workers and help feed consumers. The health and safety of all colleagues across the business is at the forefront of our thinking with the introduction of safe working practices. We have participated in helping local communities including supplying food packages to frontline healthcare workers, providing fruit to those in need, loaning vehicles to transport meals to the homeless and donating fresh produce to local food banks.

Going Concern

The Directors have reviewed forecasts and projected cashflows for a period not less than 12 months from the date of these financial statements. Consumer demand for fresh produce has remained robust through the pandemic and this is expected to continue. As highlighted earlier, when the pandemic hit in mid-March 2020, the Group took a number of steps to protect its liquidity and financial position. The Group has also increased the tenor of its corporate borrowing facilities providing additional comfort. Taking all these factors into consideration, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they have adopted the going concern basis in preparing the financial statements.

Board Changes

Frank Gernon, Executive Director, and Jerome Kennedy, Non-Executive retired as Directors on 31 March 2020. On 1 December 2020, the Group announced that Seamus Taaffe had indicated his intention to retire as a Non-Executive Director and formally retired on 5 January 2021. The Board currently comprises of five independent Non-Executive Directors and three Executive Directors.

Frank has been an integral part of our Group for over 45 years and has served as an Executive Director of Total Produce since 2007. His outstanding service, dedication and accomplishments have been invaluable. During his tenure he has played a key role in the stewardship and development of the Group.

Jerome has served as a Non-executive Director on the Board and its Committees since the formation of Total Produce Plc. The Group has benefitted greatly from his business acumen, professionalism and wise counsel over the years.

Seamus joined the Board as Non-Executive Director in 2012 and the Group has benefitted greatly from his experience and guidance over the years.

I join the Board in extending to Frank, Jerome and Seamus our sincerest appreciation for their dedication and commitment. Their valuable contributions have added greatly to the success of Total Produce. We wish them the very best for the future.

Summary and Outlook

The Group has reported strong results in 2020. Revenue grew 1.7% to €6.3 billion with an 8.2% increase in adjusted EBITDA to €219.4m and adjusted earnings per share increasing 9.1% to 15.41 cent. These strong results demonstrate the robustness of the Group's business model in the face of the unprecedented challenges posed by the ongoing COVID-19 pandemic. We are very proud of our people worldwide. Their dedication, commitment and hard work ensured the Group's supply chains and operations continue to function and remain open across our key markets.

On 17 February 2021, the Group announced a binding deal with Dole Food Company Inc to combine under a newly created US listed company, Dole plc. Dole plc will be the number one player in fresh produce with estimated combined revenues of almost US$10 billion, adjusted EBITDA of approximately US$379 million and total assets of approximately US$4.5 billion. The decision to list the new company in the United States marks an exciting next step. The combined company will become the largest player in fresh produce with a highly diversified portfolio, resilient earnings and a strong balance sheet that positions us well for accelerated growth. We look forward to beginning this next chapter and providing increased opportunity for our shareholders, dedicated employees, customers, suppliers and partners.

The Group intends to pay a final dividend of 2.770 cent per share representing an increase of 7.5%. Trading has been satisfactory in early 2021.

Carl McCann, Chairman

On behalf of the Board

25 February 2021

Forward-looking statement

Any forward-looking statements made in this announcement have been made in good faith based on the information available as of the date of this announcement and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in these statements, and the Company undertakes no obligation to update any such statements whether as a result of new information, future events, or otherwise. Total Produce's Annual Report contains and identifies important factors that could cause these developments or the Company's actual results to differ materially from those expressed or implied in these forward-looking statements.

Group Income Statement

for the year ended 31 December 2020

Group Statement of Comprehensive Income

for the year ended 31 December 2020

Group Balance Sheet

as at 31 December 2020

Group Statement of Changes in Equity

for the year ended 31 December 2020 (unaudited)

1 Other equity reserves comprise the demerger reserve, share option reserve, cashflow hedge reserve, cost of hedging reserve and the put option reserve.

Group Statement of Changes in Equity

for the year ended 31 December 2019

1 Other equity reserves comprise the demerger reserve, share option reserve, cashflow hedge reserve, cost of hedging reserve and the put option reserve

Group Statement of Cash flows

for the year ended 31 December 2020

Group Reconciliation of Net Debt

Net debt is a non-IFRS measure which comprises bank deposits, cash and cash equivalents and current and non-current borrowings. It excludes lease liabilities. The calculation is outlined on Note 12.

Notes to the Preliminary Results

for the year ended 31 December 2020

1. Basis of preparation

The financial information included in this preliminary results statement has been extracted from the Group's Financial Statements for the year ended 31 December 2020 and is prepared based on the accounting policies set out therein, which are consistent with those applied in the prior year. As permitted by European Union (EU) law and in accordance with AIM/ESM rules, the Group Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and their interpretations issued by the International Accounting Standards Board (IASB) as adopted by the EU.The financial information prepared in accordance with IFRSs as adopted by the EU included in this report does not include all the information and disclosures required in the full statutory financial statements. The Annual Report and Financial Statements will be approved by the Board of Directors and reported on by the Auditor in due course. Accordingly, the financial information is unaudited. The Group Financial Statements will be filed with the Company's annual return in the Companies Registration Office and circulated to shareholders in due course. The financial information for the year ended 31 December 2019 represents an abbreviated version of the Group's statutory financial statements on which an unqualified audit report was issued, and which has been filed with the Companies Registration Office.

The financial information is presented in Euro, rounded to the nearest thousand where applicable.

2. Translation of foreign currencies

The reporting currency of the Group is Euro. The rates used in the translation of results and balance sheets into Euro were as follows:

1For the year ended 31 December 2020 the average rate used in translating the revenues of Dole to Euro was 1.1405 (31 December 2019: 1.1282) and equity accounted profit after tax of Dole to Euro was 1.1239 (2019: 1.1282).

3. Revenue

1 For calculation of Total Revenue which includes Group's share of joint ventures and associates, the Group eliminates the proportionate share of revenue transactions between Group subsidiaries and joint ventures and associates.

2 The Group's Total Revenue (which is a non-statutory number including the Group's share of joint venture and associate revenue) was restated. This is due to a misstatement in the prior year financial statements of the Group's joint venture, Dole. Dole has restated its previously issued financial statements for year ended 28 December 2019 to correct a misstatement in its income statement related to revenue. The correction resulted in a $50,395,000 decrease to revenue and costs of goods sold, with no impact to gross profit. Total Produces 45% share of this joint venture revenue was $22,678,000 (€20,101,000). The Group reflects Total Revenue as a key metric in its segmental analysis, therefore Total Revenue in the 2019 comparative above, and as presented in Note 4 Segmental Analysis, has been reduced by €20,101,000 from €6,173,195,000 to €6,153,094,000. There was no impact on gross profit or profit after tax from this error. This does not result in a restatement of the prior year Income Statement of Total Produce.

4. Segmental Analysis

IFRS 8 Operating Segments ('IFRS 8') sets out the requirements for disclosure of financial and descriptive information about the operating segments, products and the geographical areas in which the Group operates, as well as information on major customers.

In accordance with IFRS 8, the Group's reportable operating segments, based on how performance is assessed and resources are allocated, are as follows:

· Europe - Non-Eurozone: This operating segment is an aggregation of six operating segments in the Czech Republic, Poland, Scandinavia and the United Kingdom. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and share other similar economic characteristics in terms of sourcing and distribution arrangements, net margins earned and operate in similar regulatory environments.

· Europe - Eurozone: This reportable segment is an aggregation of thirteen operating segments principally in France, Ireland, Italy, the Netherlands and Spain. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and some health foods and consumer goods products and share other similar economic characteristics in terms of sourcing and distributions arrangements, net margins earned, transact in Euro and operate in the same regulatory environment.

· International: This segment is an aggregation of five operating segments in North America, one in South America and one in India. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and share other similar economic characteristics in terms of sourcing and distribution arrangements, net margins earned and operate in similar regulatory environments. They also primarily transact in US Dollar.

· Dole: This operating segment represents the Group's 45% interest in Dole. Dole is one of the world's leading producers, marketers and distributors of fresh fruit and vegetables. It has an iconic brand and leading market positions and scale. It is one of the world's largest producers of bananas and pineapples and a leader in other fresh fruits, value added and fresh-packed vegetables and berries. In terms of market share they hold the number one and three positions respectively for bananas in North America and Europe and are number two and three respectively for pineapples in North America and Europe. They sell and distribute throughout a wide network in North America, Europe, Latin America, the Middle East and Africa.

Segment performance is evaluated based on revenue and adjusted EBITA. Management believes that adjusted EBITA, while not a defined term under IFRS, gives a fair reflection of the underlying trading performance of the Group. Adjusted EBITA represents earnings before interest, tax, acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration, unrealised gains or losses on derivative financial instruments, gains and losses on foreign currency denominated intercompany borrowings and exceptional items. It also excludes the Group's share of these items within joint ventures and associates. Adjusted EBITA is therefore measured differently from operating profit in the Group financial statements as explained and reconciled in full detail in the analysis that follows.

Finance costs, finance income and income taxes are managed on a centralised basis. These items are not allocated between operating segments for the purposes of the information presented to the Chief Operating Decision-Maker ('CODM') and are accordingly omitted from the detailed segmental analysis that follows.

All inter-segment revenue transactions are at arm's length.

1 In 2020 there was a realignment in the reporting of small businesses in Europe due to change in divisional management responsibility. The comparative 2019 financial information for both European divisions have been restated to conform with the current presentation.

2 As described in detail in Note 3, the Group's 45% share of the 2019 revenue of Dole was restated. There was no impact on adjusted EBITA or profit after tax resulting from this misstatement.

Reconciliation of segmental profit to operating profit

Below is a reconciliation of adjusted EBITA per the Group's management reports to operating profit and profit before tax as presented in the Group income statement.

I. Acquisition related intangible asset amortisation charges are not allocated to operating segments in the Group's management reports.

II. Fair value movements on contingent consideration are not allocated to operating segments in the Group's management reports.

III. Acquisition related costs are transaction costs directly related to acquisitions of subsidiaries completed and are not allocated to operating segments in the Group's management reports.

IV. Under IFRS, included within profit before tax is the Group's share of joint ventures' and associates' profit after acquisition related intangible asset amortisation charges, tax and interest. In the Group's management reports these items are excluded from the adjusted EBITA calculation.

V. Financial income and expense is primarily managed at Group level, and is therefore not allocated to operating segments in the Group's management reports.

VI. Exceptional items (Note 5) are not allocated to operating segments in the Group's management reports.

5. Exceptional items

*Of the €9,970,000 net exceptional cost in 2020, €4,062,000 has been recognised as net operating expense, and €5,908,000 net exceptional cost has been recognised within profits of joint ventures and associates.

(a) Loss on disposal of equity investment

In July 2018 a subsidiary of the Group disposed of an interest in a farming entity for consideration of shares in an equity investment which was to be realised over a period of two to three years and could vary depending on certain circumstances. The exceptional loss of €670,000 in 2019 represents the gain on the equity investments sold in the year less the fair value movement on the remaining equity investment and associated costs.

(b) Restructuring and associated credits/(costs) with disposal/termination of a business

In 2020, the Group recorded a net gain of €547,000 on the disposal of and termination of a business and on restructuring in the Non-Eurozone division. The net credit includes the reclassification of €793,000 of currency translation gains from the currency translation reserve to the income statement on the disposal of a business.

In 2019, the Group incurred losses of €572,000 on the disposal of and termination of two small businesses in the Non-Eurozone division. Restructuring charges of €574,000 were incurred in 2019 on ongoing restructuring programs in the Eurozone division.

(c) Share of joint ventures and associates exceptional items - Dole

The Group's share of the exceptional items in Dole in the year was a net charge of €10,607,000 with a related tax credit of €4,699,000. Included in these were net charges of €6,520,000 on mark-to-market of derivative financial instruments (including ineffectiveness on interest rate swap hedging instrument) and foreign currency gains/losses on long term foreign currency denominated intercompany borrowings, net restructuring charges of €1,430,000, and €4,355,000 due to COVID-19 costs (costs of employee protective equipment, double shifts etc). These charges were offset by net gains of €1,698,000 on asset sales/impairments.

The Group's share of the exceptional items in 2019 was a net gain of €5,523,000 with a related tax credit of €1,525,000. Included in these exceptional items are net gains of €11,904,000 on disposals of businesses/assets, net gains of €33,000 on mark to market of derivative financial instruments and foreign currency gains/losses on long term foreign currency denominated intercompany borrowings, net restructuring charges of €4,118,000, transaction costs of €626,000 and costs of €1,670,000 associated with industry wide product recalls.

(d) Impairment of goodwill

In 2020 the Group recognised a non-cash impairment charge of €3,546,000 in relation to a business in the Non-Eurozone division.

(e) Impairment of property, plant and equipment and investment property

All property is recognised in the financial statements at fair value. As part of the Group bi-annual review of carrying amount of property, the Group identified two properties in the Non-Eurozone division and one in the Eurozone division where fair value exceeded historic cost resulting in an exceptional income statement charge of €1,063,000.

(f) Tax charge on exceptional items

The tax effect on exceptional items within Group companies was a net charge of €916,000 (2019: €47,000).

Effect of COVID-19 in 2020

Within the Eurozone, Non-Eurozone and International divisions, there were additional operating costs relating to COVID-19 such as employee personal protective equipment and costs of additional shifts in warehouse to comply with physical distancing. These additional costs were offset by reductions in other costs such as travel expenses.

As noted in (c), the Group's 45% share of exceptional COVID-19 costs in Dole was €4,355,000 and related primarily to charges in its Fresh Vegetable division such as costs of double shifts, protective equipment and additional transport.

Effect of exceptional items on cashflow statement

The net effect of these items was a cash inflow of €757,000 (2019: €5,818,000), including cashflows relating to prior period exceptional items.

6. Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period, excluding shares purchased by the Company which are held as treasury shares.

Diluted earnings per share

Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding after adjustment for the effects of all ordinary shares and options with a dilutive effect.

The average market value of the Company's shares for the purpose of calculating the dilutive effect of share options was based on the quoted market prices for the period during which the options were outstanding.

Adjusted basic earnings per share and adjusted fully diluted earnings per share

Management believe that adjusted fully diluted earnings per share as set out above provides a fairer reflection of the underlying trading performance of the Group after eliminating the effect of acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration, unrealised gains or losses on derivative financial instruments, gains and losses on foreign currency denominated intercompany borrowings and exceptional items and the related tax on these items.

Adjusted basic earnings per share is calculated by dividing the adjusted profit attributable to ordinary equity holders of the parent (as calculated above) by the weighted average number of ordinary shares outstanding during the period, excluding shares purchased by the Company which are held as treasury shares.

Adjusted fully diluted earnings per share is calculated by dividing the adjusted profit attributable to ordinary equity holders of the parent (as calculated above) by the weighted average number of ordinary shares outstanding after adjustment for the effects of all ordinary shares and options with a dilutive effect.

7. Investment in Dole

Total Produce (or the 'Group') has one joint venture which is material to the Group and which is equity accounted, Dole Food Company Inc ('Dole'). The registered address of Dole is 200 S. Tyron St, Suite 600, Charlotte, NC 28211.

Summary of Initial Transaction that is in place at 31 December 2020

As disclosed previously, on 31 July 2018, Total Produce completed the First Tranche of a transaction to acquire a 45% shareholding in Dole from Castle & Cook Inc and affiliates (owned by Mr David H. Murdock) for $300m.

In addition, and at any time after 31 July 2018, the Group has the right, but not the obligation, to acquire (in any one or more tranches of 1%) up to an additional 6% of Dole common stock (the 'Second Tranche'). In the event the Group exercises the right to acquire the additional 6% the total consideration for the 51% stake shall be $312 million.

From and after 31 July 2020, the Group has the right, but not the obligation, to acquire the balance of Dole common stock (the 'Third Tranche'), whereby the consideration for the Third Tranche is to be calculated based on nine times the preceding historical three-year average Dole adjusted EBITDA less net debt. However, in no event shall the Third Tranche purchase price be less than $250m or exceed $450m (such cap subject to increase after six years). The Third Tranche consideration is payable in cash or, if the parties mutually agree, Total Produce stock.

Effective as of 31 July 2023, if the Group has not exercised its right to acquire 100% of Dole, Mr. David H. Murdock is permitted to cause a process to market and sell 100% of Dole common stock. This is subject to a sales proceeds refund mechanism designed to protect the value of Total Produce's initial investment plus a guaranteed return.

On completion of the acquisition of the First Tranche on 31 July 2018, the Group and Mr. David H. Murdock have balanced governance rights with respect to Dole. The Board of Directors of Dole comprises of six members, three of which are appointed by Total Produce and three by Mr. David H. Murdock. Mr. David H. Murdock remains Chairman of Dole and Carl McCann was appointed Vice Chairman. Major decisions require consent of at least one Board Member appointed by each of Total Produce and Mr. David H. Murdock.

As part of the provisions of acquisition accounting, a fair value was determined for the Second Tranche Option which is recognised as a current derivative financial asset in the Total Produce Group balance sheet and correspondingly reduces the deemed cost of the acquisition of the First Tranche. The fair value of the Third Tranche Option was not deemed material at the date of acquisition or at 31 December 2020.

As part of the Securities Purchase Agreement, the seller provided indemnities against certain liabilities outstanding at the date of acquisition. The fair value of these indemnities was recognised as a long-term asset in the Total Produce Group balance sheet with a corresponding reduction in the deemed cost of the acquisition

The investment in Dole and its financial contribution is being treated as a joint venture and accounted for under the equity method in accordance with IFRS in the consolidated Group accounts following completion of the acquisition of the First Tranche on 31 July 2018 and until an exercise of the Third Tranche. Total Produce is therefore equity accounting for its 45% share of the results of Dole with effect from 1 August 2018.

Summary of Announcement post year-end on 17 February 2021

On 17 February 2021, the Group and Dole Food Company Inc and affiliates of Castle & Cooke, Inc. (the "C&C shareholders"), which own a 55% interest in Dole's parent company ("Dole Holdings") (together, the "Parties"), announced that they have entered into a binding transaction agreement (the "Agreement") to combine under a newly created, U.S. listed company ("Dole plc") (the "Transaction").

The Transaction will simplify the existing structure between the two companies by unifying Dole and Total Produce under common ownership, with the objective of enabling full operational integration, realisation of synergies and value creation across the enlarged business.

Under the terms of the Agreement, Total Produce shareholders will receive 82.5% of Dole plc shares and the C&C shareholders will receive 17.5% of Dole plc shares, in each case based on the fully diluted outstanding shares immediately prior to the completion of the Transaction.

Per the Agreement, Dole plc's completion of an initial public offering and a listing on a major U.S. stock exchange is a condition for completion of the Transaction (the "IPO"). In connection with the Transaction, Dole plc intends to target raising US$500 to US$700 million in primary equity capital to strengthen and de-lever the combined balance sheet. Upon completion of the U.S. listing of Dole plc, Total Produce will cease to be listed on Euronext Dublin and the London Stock Exchange.

The Transaction is subject to approval by Total Produce shareholders and other regulatory approvals.

Should the Transaction fail to complete for any reason the terms of the Initial Transaction (as described above) remain in place and Total Produce will continue to be listed on Euronext Dublin and the London Stock Exchange.

Summary of Financial Information for Dole for year ended 31 December 2020