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Interim financial report

Fiscal year 2012 - 1 January to 30 June 2012


FY 2012 (6-month period from 1 January to 30 June 2012)

2 2012 interim financial report | Naturex S.A

CONTENTS

Responsibility statement 03

Interim management report

05

Consolidated financial statements and notes at 30 June 2012

54

Auditors' report

109

Translation disclaimer: This is a free translation into English of the original French language version of the interim financial report (rapport financier semestriel) provided solely for the convenience of English speaking. This report should consequently be read in conjunction with, and construed in accordance with French law and French generally accepted accounting principles. While all possible care has been taken to ensure that this translation is an accurate representation of the original French document, this English version has not been audited by the company’s statutory auditors and in all matters of interpretation of information, views or opinions expressed therein, only the original language version of the document in French is legally binding. As such, the translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and the Naturex expressly disclaims all liability for any inaccuracy herein



Naturex S.A | 2012 interim financial report 3

RESPONSIBILITY STATEMENT

I. Person making the responsibility statement

Vice-Chairman of the Board of Directors and Chief Executive Officer

Thierry Lambert

Date of appointment

8 June 2012

Expiry date for term of office

General meeting voting on the financial statements for the period ending 31 December 2017

II. Responsibility statement

"To the best of my knowledge, and in accordance with applicable reporting principles for interim financial reporting, the condensed interim consolidated financial statements of the Company and all consolidated operations provide a fair view of its assets and liabilities, financial position and earnings, and the interim management report provides a fair view of material events of the first six months, their impact on the interim financial statements, the main transactions with related parties and as well as a description of the key risks and uncertainties for the remaining six months." 30 August 2012 Thierry Lambert Vice Chairman and Chief Executive Officer

The interim financial report including in particular the consolidated financial statements at 30 June

2012 and the notes thereto as well as the half-year management report was presented to the Audit

Committee on 30 August 2012 and approved by the meeting of the Company's Board of Directors on

this same date.




III. Financial information

Responsibility for financial information

Thierry Lambert

Chief Executive Officer

Telephone: +33 (0)4 90 23 96 89

E-mail: [email protected]

Financial communications / Investor Relations:

Carole Alexandre

Telephone: +33 (0)4 90 23 96 89

E-mail: [email protected]

The memorandum and the articles of association of Naturex S.A. as well as all of the legal documents

and the historical financial information for prior periods can be consulted at the Company's head

office:

Pôle Technologique d’Agroparc – BP 1218 – 84 911 Avignon Cedex 09 – France

All press leases and documents published by Naturex Group are also available to public at the

website www.naturex.com.

mailto:[email protected]

mailto:[email protected]

http://www.naturex.com/




INTERIM MANAGEMENT REPORT

Contents

PRESENTATION OF NATUREX ........................................................................................................................... 6

I. HALF-YEAR OPERATING HIGHLIGHTS .................................................................................................. 7

II. ANALYSIS OF FIRST-HALF RESULTS .................................................................................................... 13

III. MAIN RELATED PARTY TRANSACTIONS ............................................................................................. 27

IV. CORPORATE GOVERNANCE ............................................................................................................... 28

V. INFORMATION ON THE SHARE CAPITAL ............................................................................................ 33

VI. SHAREHOLDER INFORMATION.......................................................................................................... 49

VII. PRINCIPAL RISKS AND UNCERTAINTIES FOR THE REMAINING SIX MONTHS OF 2012 ........................ 52

VIII. OUTLOOK AND TRENDS .................................................................................................................... 53




PRESENTATION OF NATUREX

Naturex is the global leader in speciality plant-based natural ingredients.

Naturex produces and sells speciality plant-based ingredients for the food, nutraceutical,

pharmaceutical and cosmetics industries.

Naturex's strength is in knowing how to develop genuine expertise on specific products that form

market niches that enables it provide customers with customised solutions fully compliant with

regulatory standards.

For many years now, Naturex's strategy has revolved around two aspects, sustained organic growth

and constant external growth, as such positioning itself as the world leader in the speciality plant-

based ingredients market.

This strategy has allowed Naturex to increase its size substantially by multiplying its revenue by

twenty over the last ten years, which gives it recognised know-how and legitimacy in integrating

companies or branches of activity and in creating value.

The success of Naturex is based on a proven economic model, of which the main engines are:

- A high degree of expertise in the sourcing of raw materials in more than 50 countries around

the world;

- Quality-certified high-performance industrial resources across its 15 industrial sites in Europe

(France, Italy, Spain, United Kingdom, Switzerland, Poland), in Morocco, the United States,

Brazil, Australia and India;

- A sustained Research & Development program;

- A product offering with high value added, segmented around three complementary markets

(Food & Beverage, Nutrition & Health, Personal Care);

- A fully dedicated sales network in 21 countries (France, Italy, Spain, Morocco, United

Kingdom, Belgium, Germany, Poland, Russia, UAE, Thailand, Singapore, Japan, China, South

Korea, Australia, United States, Canada, Brazil, Mexico, India).

In addition, Naturex enjoys the highly favourable underlying trend linked to increasing worldwide

demand, including in the emerging countries, for healthy natural-origin products, supported by

stricter and stricter regulations in this area.




I. Half-year operating highlights

The forward momentum of 2011 continued under the combined effects of a reinforced structure, an

expanded product range and commercial synergies. These factors contributed to the performances

of the three markets (Food & Beverage, Nutrition & Health and Personal Care) and all geographical

regions with a noteworthy acceleration of growth in the emerging countries.

In parallel, the successful capital increase launched on 4 October 2011 raised €48.8 million. Its

primary objective was to provide financing for a new phase of external growth within a strategy for

development combining both sustained organic growth and acquisitions with potential for promising

synergies. The first acquisition was completed at the end of October 2011 (Burgundy in France and

Spain- see below).

The 2012 first half was devoted to pursuing this program of external growth and integrating the

acquired companies.

Pursuing this strategy for development will allow Naturex to strengthen its industrial base,

particularly in emerging countries, ramp up its global commercial network for increased synergies

and proximity with local customers and expand its range of innovative high value added ingredients.

A strengthened industrial base

Integration of Burgundy, the first acquisition of the program completed in October 2011

The first acquisition was made at the end of October 2011 in the same month as the capital increase.

Naturex announced the acquisition of Burgundy Botanical Extracts, a French manufacturer and

supplier of plant extracts for the nutraceutical, pharmaceutical and cosmetics industries.

This acquisition strengthened Naturex's industrial base by adding two new high quality

pharmaceutical production sites (France and Spain) with significant capacity for extraction,

purification and drying operations. This acquisition also offered Naturex additional expertise in

certain purified active ingredients and titrated extracts (raisin-seed, liquorice …), as well as an

expanded offering to accelerate sales growth in the pharmaceutical and personal care product

markets.

The integration process, well advanced at the end of 2011, continued in early 2012 has already

significantly contributed to reducing committed fixed costs (integration of teams, a simplified merger

procedure - transmission universelle de patrimoine/TUP with Naturex S.A at 1 January 2012) and

completion of the industrial extension of the French manufacturing site of Reyssouze.

Acquisition of Pektowin in Poland

Naturex announced in January 2012 the acquisition of 100% of the capital of Pektowin, a Polish

company specialised in fruit and vegetable pectins and concentrated juices.

Created in 1963, Pektowin is a Polish company based in Jaslo on a ground of 20 hectares, located in

south-eastern Poland, rich in fruit and vegetable crops.




The company employs nearly 320 people and generated €12.5 million in revenue in FY2011,

distributed as follows:

- A main activity (about 67% of revenue) with a historical know-how and a polyvalent industrial

tool for the production of pectins (apples and citrus) and fruit and vegetable juice concentrates

(apples, red beets, black radishes, etc.);

- Secondary activities (about 33% of revenue) dedicated mostly to the preparation of processed

food products (fruit wines, canned goods, etc.), for the Polish distribution sector.

The customer base from the main activity is comprised of national and international actors of the

Polish food industry (58% of sales) but also European (36% of sales) with a noteworthy presence in

Eastern Europe, and Russian (6% of sales).

The acquisition of Pektowin represents a real strategic interest for Naturex on the industrial side,

allowing on the one hand to double its pectin production capacity, as a complement to the Swiss

factory in Bischofszell, and on the other hand to acquire a new production tool in the field of juice

concentrates.

Naturex will indeed develop a full range of fruit and vegetable concentrates in order:

- To integrate partly the supply of raw materials for its production facilities in fruit and vegetable

powders;

- To meet the needs and support the development of its new range of colours, Vegebrite ™ (new

offering of "Colouring Foodstuffs");

- To offer all its customers a complete range of fruit and vegetable juice concentrates.

At the same time, the commercial location of Naturex in Warsaw (Poland) and the current

penetration of Pektowin in the Polish food industry will significantly strengthen the presence of the

Group in Eastern Europe with a broader customer base, and encourage locally the promotion and the

marketing of all its product lines.

This acquisition is an important milestone in Naturex's development as a strategic opening into

Eastern Europe countries which offer an excellent sales outlook for all of product ranges.

To date, Pektowin's integration is proceeding well for the main activities while measures are also

underway for the Group's exit of secondary activities.

The Installation of a specialised line for juice concentrates should permit this activity to be launched

in the second half of 2012

Acquisition of Valentine in India

On 21 March 2012, Naturex announced the acquisition of Valentine, an Indian company specialised

in the production of fruit and vegetable powders and natural colours for the food processing

industry.

Valentine has two production sites located near Mumbai and is among the main Indian players in the

fruit and vegetable powders and natural colours market.

Thanks to its expertise in formulation and spray drying processes, Valentine has been able to win

over the years the loyalty of a high-quality customer base within the Indian food industry, comprised

of local companies as well as subsidiaries of multinationals.




Valentine, which has had a growth rate of 30% per year over the last two years, employs about fifty

people.

This acquisition constitutes a strategic point of entry in a country with 1.2 billion inhabitants with a

GDP per inhabitant of 3,700 USD ranking in consequence as the world's fourth-largest economy1. In

addition, the substantial development of a young and urban middle class for which the consumption

codes are largely influenced by western culture, represents genuine opportunities for growth in the

Indian food industry.

Carrying out this operation offers major strategic advantages to Naturex by allowing it:

- To become a local producer in India in order to strengthen its penetration in a market enjoying

high growth, as the image of the local producer is an important factor of success in Naturex's

business. This first industrial set-up in Asia will supplement the Group's regional production

centres in Europe and in the Americas, in particular for natural colours;

- To ensure promotion for all of the Group's product ranges while benefiting from the existing

commercial structure and to develop close relations with the Indian food industry.

At the same time, Naturex set up a purchasing office, like the one created in China a few years ago, in

order to better benefit from the wealth of the country's raw materials (herbs, spices, plant extracts,

etc.) at the scale of the Group.

Valentine's integration is in progress and, with no major problems expected, it represents a

profitable company with a very attractive customer base.

An offering of high value-added products

The acquisitions made by Naturex as part of its development strategy have enabled it to enhance its

product ranges and also to acquire specific knowledge and additional know-how on a plant, an

extract, a production process, etc.

- Accordingly, the integration of the Natraceutical Group’s Ingredients Division over 2010 allowed

Naturex to enhance its product portfolio with a range of fruit and vegetable powders, fruit

pectins, natural colourings, yeasts and Talin® (thaumatococcus daniellii). Talin® received the

“Best Innovative Stevia Product 2010” award at the Malta 2010 Conference on Stevia (natural

sweetener).

- In the same way, the Burgundy acquisition in October 2011 provided Naturex with additional

technical know-how on certain purified active principles and titrated extracts (grape seeds and

liquorice). In May 2012, at the Salon Vitafood held in Geneva, Naturex was granted a prize in the

category “Most Innovative Ingredient” for Utirose™ an active ingredient originating from the

Burgundy product portfolio (a hibiscus flower extract to reduce the frequency of urinary

infections) and developed and integrated within its NAT life™ range.

- Also, the acquisition completed in 2012 in Poland (Pektowin) will contribute to offering a

complete range of fruit and vegetable juice concentrates and developing a range of fruit and

vegetable powders and natural colours by partially integrating the sourcing of raw materials.

1 GDP per inhabitant in parity with purchasing power. Ranking after the United States, China and Japan. Source: Statistiques-mondiales.com




- Finally, the acquisition Valentine in India, specialised in the production of fruit and vegetable

powders and natural colours, will provide the entire Group with the benefits of local sourcing in

this country for raw materials.

In this way, this expanded product offering, combined with the scientific and technical expertise of

Naturex teams, provide a means for proposing very high quality natural ingredients with significant

scientific potential (health claims, clinical studies, etc.) and innovative applications adapted to

customer expectations.

Robust expansion of commercial coverage

Boosted by an industrial and commercial positioning that has been strengthened since 2010

following the integration of the Ingredients Division of Natraceutical, in 2011 Naturex continued to

develop its commercial network with the opening of four new commercial offices in South Korea,

Japan, Canada and Mexico.

In the 2012 first half, this network was further expanded with the addition of three new locations:

- In Morocco (Casablanca) to meet growing local demand and supplementing the manufacturing

base operating in this country since Naturex's creation;

- In Poland (Warsaw) to reap the benefits of Pektowin's current penetration of the Polish food

industry and significantly strengthen the Group's presence in Eastern Europe with a broader

customer base, making it possible to promote and market all the Group's product lines.

- In India (Bombay), where Naturex already has an existing commercial base from the acquisition

of Valentine, in order to build local relations with the food processing industry and strengthen its

penetration in the rapidly growing Indian market through its local presence.

At 30 June 2012, Naturex was present on all five continents through a fully integrated sales network

covering 21 countries (France, Italy, Spain, Morocco, United Kingdom, Belgium, Germany, Poland,

Russia, UAE, Thailand, Singapore, Japan, China, South Korea, Australia, United States, Canada, Brazil,

Mexico, India).

This expanded geographical presence offers the Group major competitive strengths for:

- Growth in size and visibility;

- Strengthening relations with Naturex's customers throughout the world;

- Developing platforms for commercial growth near the main production sites;

- Penetration in selected markets through a local presence.




A balanced regional mix between developed and emerging countries

Shingle Springs

South Hackensack

Milan

Avignon

Singapore

Shanghai

Tokyo

Birmingham

Brussels

Köln

Production facilities

Sales offices

Manaus

Sao Paulo

Sydney

Valence

Dubai

Moscow

Bischofszell

and Burgdorf

Casablanca

Bangkok

Seoul

Toronto

Mexico

Palafolls

Reyssouze

New acquisitions

Jaslo and

Warsaw

Mumbai




Legal structure (30 June 2012)




II. Analysis of first-half results

Very positive first-half momentum

Sales growth of 15.0%

€000s IFRS Unaudited data

Fiscal 2012 Fiscal 2011 Change (%) Change (%) at constant

exchange rates

Q1 73,473 64,021 +14.8% +12.6%

Q2 73,684 63,904 +15.3% +9.6%

H1 revenue 147,157 127,925 +15.0% +11.1%

Consolidated revenue for the 2012 first half amounted to €147.2 million, up 15.0% compared to last

year's same period.

Activity in this period reflects strong organic growth that remained on track over both quarters

through a perfectly targeted offering and robust sales momentum despite a weaker economic

environment, especially in Europe.

The impact of changes in Group structure (about 6.3%) confirms the positive contribution of newly

acquired companies (Burgundy, Pektowin, Valentine), though noting however that because Naturex's

acquisitions are all to be fully consolidated, this information will no longer be relevant starting in the

second half of the financial period.

Finally, the 3.9% exchange rate effect reflects the favourable impact of the trends for certain

currencies, primarily the US dollar, compared to the 2011 first half.




64.1%

30.1%

1.8% 4.0%

Food & Beverage Nutrition & Health

Personal Care Toll & Miscellaneous

II.1 Analysis of revenue by business market and geographical region

Sustained growth across all markets


H1 FY 2012 H1 FY 2011*

Change (%)

Revenue mix (%)

Change (%)

at constant exchange

rates

Food & Beverage 94,309 85,561 +10.2% 64.1% +6.9%

Nutrition & Health 44,322 34,621 +28.0% 30.1% +22.2%

Personal Care 2,587 1,318 +96.3% 1.8% +90.2%

Miscellaneous and toll extraction 5,939 6,425 -7.6% 4.0% -8.8%

* The breakdown of the revenue over the 1st half of 2011 was restated in order to take into account the integration of the NAThealthy

range, for which the products are primarily intended for the food industry, in the Food & Beverage activity.

The three markets had sustained growth, driven by an expanded offering in solutions making it

possible to meet the expectations of manufacturers in terms of innovation, technical know-how and

quality.

- The Food & Beverage activity generated €94.3 million in revenue, up 10.2% and confirming

the market trends which are still very positive for natural ingredients;

- The Nutrition & Health activity had

revenues of €44.3 million, up 28.0%

thanks to the excellent performance

in the American market, especially

for the NATlife range (innovative

extracts that benefited from clinical

studies);

- Sales in the Personal Care activity

doubled over the half year, to €2.6

million from the contributions of a

more expanded range of plant

extracts and innovative agents,

especially through the integration of

Burgundy.

- The toll extraction activity got off to

a slower start-up in the first quarter

and recorded revenues of €5.9 million over the period. However its outlook is very good for the

second half of the financial year.




49.9%

39.3%

10.7%

Europe / Africa Americas Asia / Pacific

Good performance in the three geographical regions


H1 FY 2012 H1 FY 2011

Change (%)

Revenue mix (%)

Change (%)

at constant exchange

rates

Europe/Africa 73,472 71,062 +3.4% 49.9% +2.2%

Americas 57,896 43,660 +32.6% 39.3% +24.9%

Asia/Pacific 15,789 13,203 +19.6% 10.7% +13.1%

All geographical regions grew over the period, despite a depressed economic situation and the

weakening consumption in Europe, confirming the strength of the sales network (21 offices)

worldwide and the contributions of local offices:

- The Europe / Africa region recorded

revenue of €73.5 million, up 3.4% and

represents nearly 50% of the Group's

sales;

- The Americas region grew 32.6% to €57.9

million in revenue, with a strong

contribution from North America and

accelerating growth in Latin America;

- The Asia / Pacific region has sales up 19.6%

at €15.8 million thanks to the recurring

activity in Australia and the progress of

sales in Asia.

The emerging markets in Eastern Europe, Latin

America, Africa and the Middle East form new

dynamic areas for growth and represent 15.2% of the Group's sales over the half year compared to

13.4% over the 2011 first half.




II.2 Analysis of consolidated results

Income statement

€ millions IFRS

H1 2012

H1 2011

Change (%)

FY 2011

Revenue 147.2 127.9 +15.0% 253.6

Gross margin 91.5 75.4 +24.1% 148.6

% gross margin 62.2% 59.0% 58.6%

Current operating income 17.9 16.0 +11.9% 30.1

% current operating margin 12.2% 12.5% 11.9%

Other non-current operating expenses (1.7) - - (1.6)

Other non-current operating income - - - -

Net operating income 16.2 16.0 +1.3% 28.5

% operating margin 11.0% 12.5% 11.3%

Net borrowing costs (2.4) (2.8) - (4.8)

Other financial income and expenses (0.6) 0.9 - 0.2

Income before tax 13.2 14.1 -6.4% 23.9

Tax expense (4.2) (4.4) - (8.3)

Net income, Group share 9.0 9.7 -7.2% 15.6

Net margin (%) 6.1% 7.6% 6.2%

Growth momentum for revenue over 2011 continued over the 2012 first half, under the combined effects of an enhanced product range through acquisitions and reinforced sales presence, despite a worsening economic situation, especially in Europe.

Consolidated sales in the 2012 first half amounted to €147.2 million, up 15% on last year's same period. This revenue includes a 6.3% impact from changes in the Group structure, confirming the positive contribution in the period from newly acquired companies (Burgundy, Pektowin, Valentine).

At constant exchange rates, sales grew 11.1%, in light of the favourable impact of the US dollar (with a 3.9% currency effect).

Despite expenditures incurred under the acquisition program and costs linked to the integration of newly added companies, Naturex benefits from positive operating drivers, confirming the quality and strength of its business model and the relevance of its positioning both in mature markets still active and emerging markets with high growth potential.

The consolidated gross margin amounted to €91.5 million, up 24.1% from the 2011 first half, outpacing growth in revenue.




This performance reflects notably the change in the product mix towards increasingly high-value

added technical solutions and confirms that the slowdown in growth observed for the historical

Group structure, especially in Europe, has been concentrated among lower margin products.

The gross margin as a percentage of sales rose 3.2 points to 62.2% up from 59.0% at 30 June 2011.

Current operating income, up 11.9%, amounted to €17.9 million compared to €16.0 million over the

first half of the previous period. The current operating margin represents 12.2% of revenue

compared to 12.5% for the 2011 first half despite the very low contribution to the results of acquired

companies, especially Pektowin (consolidated on 1 January 2012) and Valentine (consolidated on 1

April 2012).

This includes a 13.2% increase in external charges linked to organic growth in business, and notably

transportation expenses, fees and marketing expenses relating to advertising costs and exhibitions at

trade fairs, travel expenses as well as operating and maintenance costs for laboratory and production

sites .

Most of Naturex's development expenditures do not meet the criteria for fixed assets provided for in

IAS 38, especially with regard to their future economic benefits. On this basis, €2.5 million were

expensed for the 2012 first half.

Staff costs were up 22% from last year' first half reflecting the strengthening of the sales structure in

international markets and the integration of acquisitions. These costs nevertheless have been kept

under control (19.9% of revenue compared with 18.1% in the 2011 first half).

Consolidated operating income for the 2012 first half stood at €16.2 million compared to €16.0

million for last year's same period and included €1.7 million in non-current operating expenses

primarily linked to:

- €1.2 million in acquisition fees recognised as expense in accordance with revised IFRS 3. This

includes all fees linked to the acquisition program, and in particular €0.5 million for the

acquisition of Pektowin (Poland) and €0.3 million for the acquisition of Valentine (India);

- €0.5 million in restructuring costs of which €0.3 million concerning the finalisation of the

integration process for Burgundy (France and Spain) and €0.2 million linked to costs generated by

the reorganisation of Pektowin activities.

After taking these non-recurring expenses into account, the operating margin stands at 11.0% of

revenue.

EBITDA2 for H1 2012 amounted to €23.9 million, up from €20.3 million year-on-year. At 31 December

2011, EBITDA amounted to €39.7 million.

Net borrowing costs for H1 2012 amounted to €2.4 million, down from €2.8 million in H1 2011. This includes mainly €2.5 million in interest and expenses from financing lines compared with €2.9 million in the H1 2011 and interest income of €0.1 million, unchanged from H1 2011.

2 EBITDA: Earnings before tax depreciation and amortisation.




Other financial income and expenses represented a net charge of €0.6 million and concerned €4.4 million in losses on foreign exchange and €3.8 million in gains. In H1 2011, this item amounted to €0.9 million reflecting gains on foreign exchange exceeding losses.

Net income attributable to the Group amounted to €9.7 million in H1 2011 after a tax charge of €4.2 million compared with €4.4 million in H1 2011.

Net earnings per share at 30 June 2012 amounted to €1.1692 compared to €1.5186 one year earlier.

This decline reflects both the dilutive effect of the capital increase of October 2011 for which the full

amount had not been fully invested in H1 2012 and the absence of contributions from the companies

acquired.




II.3 Analysis of assets, cash flow and shareholders' equity

Balance sheet

Total assets at 30 June 2012 stood at €454.9 million at 30 June 2012 compared to €426.2 million at 31 December 2011.

ASSETS

€ millions - IFRS 30/06/2012 31/12/2011

Non-current assets 229.3 209.9

Goodwill 103.2 93.5

Other intangible assets 9.6 9.3

Property, plant and equipment 110.7 103.2

Financial assets 1.7 1.2

Non-current derivatives 0.2 0.3

Deferred tax assets 4.0 2.5

Current assets 225.5 216.3

Inventories 135.1 115.2

Current derivatives 0.4 1.2

Tax receivables 0.7 0.7

Trade and other receivables 73.6 61.6

Cash and cash equivalents 15.7 37.7

TOTAL ASSETS 454.9 426.2

Non-current assets

The Group's non-current assets amounted to €229.3 million at 30 June 2012 compared to €209.9 million at 31 December 2011 and included mainly:

- Goodwill of €103.2 million compared to €93.5 million at 31 December 2011. Goodwill is not amortised but is tested for impairment annually. Impairment tests were carried out on 31 December 2011. The assumptions used and rates applied to the geographical regions concerned are presented in note 7 to the consolidated financial statements. With no indication of impairment having been identified at 30 June 2012, no additional impairment tests were performed. The change in goodwill over the period breaks down as follows: - €2 million for Pektowin (Europe region); - €5.2 million for Valentine (Asia region), including two companies Valentine Agro and

Valentine Foods; - A fair value adjustment of €1.1 million for Burgundy (Europe region).




The acquisition of Burgundy in 2011 generated €7.7 million in goodwill recognised in the annual financial statements for the period ending 31 December 2011.

Goodwill at 30 June 2012 can be broken down as follows: €40.6 million for the Americas region after taking into account €1 million for positive

translation differences; €54.8 million for the Europe-Africa-Russia region including €2 million from the acquisition of

Pektowin, a €1.1 million fair value adjustment of goodwill from Burgundy and €0.6 million in translation differences.

€7.7 million for the Asia region including €5.2 million for the Valentine acquisition and a negative translation difference of €0.1 million.

- Other net intangible assets amounted to €9.6 million at 30 June 2012 compared with €9.3 million at 31 December 2011. Other gross intangible assets amounted to €15.3 million at 30 June 2012 compared with €14 million at 31 December 2011and including mainly:. €0.5 million for the acquisition of software and brands; €0.6 million for capitalised development expenditures corresponding notably to research and

development investments (the Italian ASMF project and the Spanish Senifood project described in note 18 of the consolidated financial statements);

€0.2 million for the acquisition of assets under construction.

- Net property, plant and equipment amounted to €110.7 million at 30 June 2012 compared with €103.2 million at 31 December 2011. The depreciable cost (gross value) of property, plant and equipment amounted to €174.4 million compared with €160.4 million at 31 December 2011.

- Net financial assets amounted to €1.7 million at 30 June 2012 compared with €1.2 million at 31 December 2011. The depreciable cost of these assets at 30 June 2012 amounted to €2.5 million compared with €2.4 million at 31 December 2011 and consisted mainly in deposits and guarantees.

- €0.2 million in non-current derivatives compared with €0.3 million at 31 December 2011. The calculation of the fair value of financial assets and liabilities is presented in Note 9 to the consolidated financial statements.

- €4 million in deferred tax assets compared with €2.5 million at 31 December 2011.

Current assets

Current assets amounted to 225.5 million compared to 216.3 million at 31 December 2011 and

included mainly:

€135.1 million at 30 June 2012 for net inventories compared with €115.2 million at 31 December 2011;

€136.4 million in gross inventories at 30 June 2012 compared to €116.2 million at 31 December 2011. The €20.2 million increase in this line item includes €3.6 million for inventories resulting from acquisitions. Gross inventories also include a €1.6 million positive translation difference.

Provisions for inventories at 30 June 2012 stood at €1.3 million compared to €1 million at 31 December 2011.




- €0.4 million at 30 June 2012 for current derivatives compared with €1.2 million at 31 December 2011;

- €0.7 million in tax receivables, unchanged from 31 December 2011;

- €73.6 million in trades and related receivables, up €12 million from €61.7 million at 31 December 2011, and breaking down as follows:

- €57.5 million in trade receivables, up from €48.8 million at 31 December 2011;

- €13.6 million in tax and social security receivables, up from €11.7 million at 31 December 2011;

- €4.3 million for other receivables compared with €2.9 million at 31 December 2011.

The total provisions for trade receivables at 30 June 2012 amounted to €1.7 million, including €1.3 million on trade receivables and €0.5 million for other receivables.

- €15.7 million for cash and cash equivalents compared with €37.7 million at 31 December 2011. The change in cash and cash equivalents reflects expenses incurred after the end of fiscal 2011 on acquisitions in the period and investments relating to their integration into the Group structure.




EQUITY AND LIABILITIES

€ millions - IFRS 30/06/2012 31/12/2011

Shareholders' equity 247.3 236.1

Non-current liabilities 111.1 103.9

Long-term financial debt 93.1 87.3

Non-current derivatives 2.0 2.3

Employee benefits 4.2 2.9

Deferred tax liabilities 11.9 11.4

Current liabilities 96.5 86.2

Current financial debt 23.0 17.6

Current derivatives 0.9 0.9

Current provisions - -

Current tax liabilities 4.0 1.6

Trade and other payables 66.9 65.2

Bank credit facilities 1.6 0.9

TOTAL EQUITY AND LIABILITIES 454.9 426.2

Shareholders' equity

Shareholders' equity stood at €247.3 million at 30 June 2012 compared to €236.1 million at 31

December 2011 comprised of mainly:

- Net income for the period of €9 million;

- The dividend distribution of €0.8 million for the fiscal year ended 31 December 2011 paid on 30

July 2012 with an option for payment in cash or in shares;

- Income from the exercise by employees of the Company of stock options and related benefits of

€0.4 million;

- Restatement of the charge of €0.6 million for treasury shares held within the framework of the

liquidity agreement;

- Changes in other comprehensive income items (including the effective portion of changes in the

fair value of cash flow hedges net of tax and translation differences).

Non-current liabilities

Non-current liabilities amounted to €111.1 million at 30 June 2012 compared to €103.9 million at 31

December 2011 and included:

- €93.1 million at 30 June 2012 for long-term financial debt compared with €87.3 million at 31

December 2011;




- Non-current liability derivatives of €2.0 million compared with €2.3 million at 31 December 2011.

The calculation of the fair value of financial assets and liabilities is presented in Note 9 to the

consolidated financial statements;

- Employee benefits amounting to €4.2 million that concerned at 30 June 2012 exclusively

provisions for employee in France, Italy, Switzerland, Australia and Poland (following the

acquisition of Pektowin), compared with €2.9 million at 31 December 2011

Current liabilities

Current liabilities amounted to €96.5 million at 30 June 2012 compared to €86.2 million at 31

December 2011.

This includes, in addition to the current portion of long-term debt of €23 million compared with

€17.6 million at 31 December 2011, the following items:

- Current derivative instruments amounting to €0.9 million, unchanged from 31 December 2011;

- €4.0 million for current tax liabilities compared with €1.6 million at 31 December 2011;

- Trade and other payables totalling €66.9 million compared with €65.2 million at 31 December

2011;

- Bank credit facilities of €1.6 million compared with €0.9 million at 31 December 2011.

Breakdown of long-term debt

Gross financial debt amounted to €117.7 million at 30 June 2012 compared with €105.8 million at 31

December 2011, consisting mainly of the structured loan.

It should be noted that at 31 December 2009, the Group set up a new structured loan. The debt,

which was initially at a variable rate, was swapped for a portion at a fixed rate in 2010.

In consequence, at 30 June 2012, 57.2% of these borrowings were at a fixed rate (€67.3 million) and

42.8% at a variable rate (€50.4 million) At 31 December 2011, 60.7% were at a fixed rate

(€64.3million) and 39.3% at a variable rate (€41.6 million). The corresponding derivatives were taken

out starting 31 March 2010 and details are provided in Note 5.5 and 9 to the consolidated financial

statements.

Gross financial debt can be broken down as follows:

Loans put into place of €113.5 million at 30 June 2012 compared to €104.2 million at 31

December 2011. This increase includes a repayment of €10 million, €18.4 million in new

credit lines, €0.7 million in loans between consolidated companies in the period and €0.1

million related to foreign exchange fluctuations;

€1.1 million in debt on finance leases compared with €0.4 million at 31 December, that

includes an additional €0.8 million and repayment of €0.1 million;




€1.5 million in debt related to equity investments and shareholder loans (partners' current

accounts) compared with €0.3 million at 31 December 2011, including €1.5 million in new

debt and a repayment of €0.2 million;

€1.6 million in bank credit facilities, up from €0.9 million at 31 December 2011, including an

additional bank facility of €0.5 million and €0.2 million for bank facilities granted to acquired

companies that were consolidated in the period.

The breakdown of all gross financial debt at 30 June 2012 is as follows:

- Current financial debt: €24.6 million or 20.9%;

- Long-term financial debt: €93.1 million or 79.1%.

At 30 June 2012, total net financial debt (current financial debt + long-term financial debt + net bank credit facilities for cash) amounted to €102 million, up from €68.2 million at 31 December 2011.

The increase in net debt is mainly the result of use of cash assets in connection with acquisitions made in the period along with investment projects carried out at the same time.

Net gearing (net financial debt/equity) at 30 June 2012 was 41.2% at 30 June 2012, up from 28.9% at

31 December 2011.

The increase in this ratio reflects the impact of acquisitions in the period in Poland (Pektowin) and

India (Valentine).




Consolidated cash flows

€ millions - IFRS 30/06/2012 30/06/2011

Operating cash flows 24.0 20.9

Tax payments (2.7) (3.0)

Change in WCR (28.2) (11.6)

Net cash used in operating activities (6.8) 6.3

Net cash used in investing activities (21.7) (7.4)

Net cash provided by financing activities 6.9 (3.3)

Net change in cash and cash equivalents (21.6) (4.4)

Closing cash and cash equivalents 14.1 10.6

Opening cash and cash equivalents 36.7 16.2

Effect of exchange rate changes on cash 1.0 1.1

Cash flows from operating activities amounted to €24 million at 30 June 2012 compared to €20.9

million at 30 June 2011.

Net cash used in operating activities amounted to €6.8 million including working capital expenditures

of €28.2 million, relating mainly to the significant changes in the Group structure following the

consolidation of Pektowin (Poland) and Valentine (India) in the period. The change in trade

receivables increased marginally also in response to the consolidation of these companies while the

change in trade payables represented a decrease of €3.3 million compared with an increase of €3.5

million at 30 June 2011.

Net cash used in investing activities generated an outflow of €21.7 million and includes:

- €11.8 million for the acquisitions of Pektowin and Valentine in the period, net of cash acquired;

- €1.2 million for intangible assets;

- €9.7 million for property, plant and equipment;

- €0.6 or financial investments; and

- €1.5 million on the disposal of fixed assets.

Net cash provided by financing activities represented inflows of €6.9 million and included mainly:

- €0.3 million in proceeds from the issuance of shares following the capital increase by the exercise of shares subscription warrants by selected Group employees;

- €18.4 million received from new loans;

- €9.9 million of debt repayments, net of derivatives;

- €0.1 million of debt repayments in connection with finance leases;

- €1.2 million from the net change of other financial liabilities;

- €2.9 million for interest expense payments.




Foreign exchange rate fluctuations had a positive impact on cash of €1 million compared with €1.1 million at 30 June 2011.

The corresponding net change in cash and cash equivalents represented a decrease of €21.6 million that resulted in closing cash and cash equivalents €15.7 million, in light of acquisitions in the reporting period and related investments.

II.4 Financing policy

In order to finance its development, Naturex signed a structured credit agreement on 30 December

2009, as a replacement for a previous structured credit dating from December 2008.

This credit agreement was amended during 2012 to include an additional tranche for capital

expenditure financing (tranche "CAPEX 2") for €30 million available to be drawn in 2012 and 2013.

The tranches for short-term credit lines were extended until 31/12/2018 through this same

amendment.

This structured credit facility breaks down as follows:

€107 million of instalment credit lines, which were primarily used to refinance previous loans and to finance the acquisition of Natraceutical’s Ingredients Division and including:

A €20 million (revolving) tranche for short-term authorisations with €15 million drawn at 30 June 2012;

A second €15 million (revolving) tranche for short-term authorisations. Of this multi-currency tranche, US$3 million had been drawn at 30 June 2012;

A €20 million (revolving) tranche for CAPEX financing with the full amount of this facility drawn at 30 June 2012;

A second €30 million (revolving) tranche for CAPEX financing set up in 2012. At 30 June 2012, this facility had not been used.

The loan agreement binding the Group to its lenders contains a clause regarding compliance with

two bank ratios, which are assessed every six months:

(i) gearing (net financial debt / total shareholders’ equity) and (ii) a financial leverage ratio (net

financial debt / EBITDA).

If the Group should breach these contractual ratios and/or the majority of lenders so request, the

lenders may demand the repayment of the corresponding loan.

At 30 June 2012, these ratios were respected.

II.5 Property, plant and equipment

See Note 8 – Non-current assets in the consolidated financial statements and notes shown in chapter

6 of this document.




III. Main related party transactions

Details on transactions between related parties are provided in Note 24 to the interim consolidated

financial statements.

Information on executive compensation

Information on gross compensation of company executive officers and non-executive officers

pertaining to fiscal years 2011 and 2010 is provided in the registration document filed with the

French securities regulator (AMF) on 26 April 2012 (No.°D.12-0424).

Gross compensation for the 2012 first half of the company's three executive and non-executive

officers3 totalled €990,000 compared to €980,000 for last year's same period.

These amounts represent total gross compensation that includes benefits in kind and stock options

allocated over the year.

Of this amount, €827,000 is paid by Naturex Inc. (USA) and €163,000 by Naturex S.A (France).

No long-term benefits are paid to Naturex's executive and non-executive officers.

Transactions with SGD

At 30 June 2012, concerning SGD which holds 21% of the Company's capital and 22.62% of its voting

rights, Naturex SA paid interest of:

- €31,000 to SGD on the current account balance over the reporting period that amounted to

€1,519,000 at 30 June 2010.

On the filing date of this document, SGD held 21.02% of the share capital and 22.63% of the voting

rights of Naturex S.A.

3 Jacques Dikansky (Chairman and CEO of Naturex S.A. and Naturex Inc. ), Thierry Lambert (Vice Chairman and CFO of

Naturex S.A. and Vice Chairman of Naturex Inc.), Stéphane Ducroux (Director of Naturex S.A. and Vice Chairman of Naturex Inc.).




IV. Corporate governance

Corporate governance code serving as reference

Pursuant to the law of 3 July 2008 and the provisions of Article L.225-37 of the French Commercial Code, for financial year 2010 Naturex S.A refers to the principles of corporate governance for small caps and midcaps, published in December 2009 by the MiddleNext association and available at their website www.middlenext.com.

Chairmanship of the Board of Directors and Executive Management

On 13 April 2012, the Board of Directors of Naturex S.A duly noted the temporary absence for reasons of health of Mr. Jacques Dikansky, Chairman-Chief Executive Officer of the Company.

In accordance with the terms of the Company's Articles of Association, Thierry Lambert, in his capacity as director was appointed Vice Chairman of the Board of Directors for the purpose of assuring during this period the chairmanship of Board meetings, the effective conduct of the Board's work in coordination with other Board members, and making all decisions relating to the Company's management.

By decision of Naturex's shareholders, the directorships of Jacques Dikansky and Thierry Lambert

were renewed at the Combined Shareholders' Meeting of 8 June 2012 for terms of 6 years, i.e. until

the Shareholders' Meeting called approve the financial statements for the period ending 31

December 2017.

The Board of Directors of Naturex confirmed the re-election of Jacques Dikansky as Chairman for his

term of office as director. However, as his state of health currently prevents him from fulfilling this

function, the effective chairing of the Board of Directors is delegated to Thierry Lambert, in his

capacity as Vice-President; Mr Lambert is also appointed to the functions of CEO of Naturex.

The Board of Directors stipulated that if Jacques Dikansky's health so permitted, he will again be

entrusted with the General Management of the Company, Thierry Lambert would then return to his

function as Deputy CEO.

Composition of the Board of Directors

The Company's articles of association provide for a minimum of at least three members and a maximum of eighteen, except for temporary dispensation provided for in the event of a merger.

At 30 June 2012, the Company was governed by a Board of Directors with six members, including two meeting the criteria of independent directors as defined by the MiddleNext4 corporate governance code for small and mid caps.

4 It is specified that Paul and Olivier Lippens are also indirectly shareholders of Finasucre, part of SGD, the main shareholder

of Naturex, 40%-held by Jacques Dikansky.





First name - Last name

Directorships and offices Age Date of appointment /

renewal Expiry date

of office

Jacques Dikansky Chairman of the Board of Directors

52 8 June 2012

AGM ruling on the financial statements for the year ending 31 December 2017

Thierry Lambert Vice-Chairman of the Board of Directors and Chief Executive Officer

58 8 June 2012


Stéphane Ducroux Director 39 30 June 2008


Jacqueline Dikansky Director 82 27 June 2011


Paul Lippens Independent Director 59

13 September 2011 (appointed by co-

optation) 8 June2012 (AGM

ratification)


Olivier Lippens Independent Director 59 8 June 2012


Appointment and renewal of directors

Directors are appointed and renewed for terms of office by shareholders through Ordinary General Meetings that may revoke them at any time. Legal entities appointed as directors must designate a permanent representative subject to the same conditions and obligations as individual directors appointed in their own name. An employee of the Company can be appointed as director only if his or her employment contract corresponds to an actual position. The number of directors bound to the company by employment contracts with the Company cannot exceed one-third of the serving directors.

- The Combined Extraordinary and Ordinary General Meeting of 8 June 2012 renewed the offices of Jacques Dikansky and Thierry Lambert as directors for a term of six years ending on the close of the General Meeting that will be called to approve the financial statements for the fiscal year ending 31 December 2017;

- At the same meeting, the shareholders of the Company ratified the appointment of Paul Lippens, initially appointed in a temporary capacity by the Board of Directors on 13 September 2011 to replace Pierre Michel Passy, permanent representative of Edmond de Rothschild Investment Partners SAS, having resigned. In consequence, Paul Lippens will serve in this office for the remainder of his predecessors' term or until the end of the Annual General Meeting that will be called to approve the financial statements for the fiscal year ending 31 December 2014.

- The Combined Extraordinary and Ordinary General Meeting of 8 June 2012 renewed the office of Olivier Lippens as director for a term of six years that will expire at the end of the Annual General Meeting that will be called to approve the financial statements for the fiscal year ending 31 December 2017;




Gender representation on the Board of Directors

Law No. 2011-103 of 27 January 2011, pertaining to balanced gender representation on boards of directors and supervisory boards and professional gender equality, was published in the Journal Officiel (the official French publication for legal notices) on 28 January 2011 and established the following principles in companies whose shares are listed for trading in a regulated market:

- The proportion of the members of each sex cannot be less than 40% on the Board of Directors or Supervisory board;

- When one of the two genders is not represented on the Board of Directors on the date the law is published, at least one representative of this gender must be appointed at the next Shareholders' Meeting called to approve the appointment of directors; and

- When the composition of the Board is no longer in compliance (40%), the Board shall make provisional appointments to correct this situation within six months, starting from the day when the vacancy occurs.

The Law provides that on 1 January 2014, the board of directors and the supervisory board of listed companies must include at least 20% of men or women, and that on 1 January 2017 the 40% threshold must be reached. The assessment of this compliance will be done at the first Shareholders’ Meeting following this deadline.

Since the Company’s Board of Directors is composed of four men and one woman at 31 December 2011, the Company is already in compliance with the transitional system established by law.

Given Mr. Olivier Lippens’ appointment as director of the Company, during the Shareholders’ Meeting of 8 June 2012 called to approve the financial statements for the year ending 31 December 2011,the Company plans to re-establish the minimum rate of representation for women serving on the Board before 1 January 2014 in accordance with the law, proposing to the Board of Directors the creation of a Nominating and Compensation Committee notably for the purpose of making recommendations for the appointment of new directors in compliance with both the Company's corporate governance guidelines and statute.

Board committees

In the 2012 first half, two Board committees were created to support Naturex's development and adapt its organization to its new size in response to the series of acquisitions and rapid organic growth in recent years.

The Audit Committee

In accordance with the exemption provided for under Article L.823-20 of the French Commercial Code (Code de Commerce) and in light of its small and medium cap status (VaMPs)5, the Company has decided to assign the functions of Audit Committee to its Board of Directors.

The Company has referred to the "Report of the Working Group on Audit Committees" of the AMF working group6 of 22 July 2012 in defining the attributes of this Committee.

5 VaMPs (Valeurs Moyennes et Petites"): companies listed in the NYSE Euronext Paris market segments of compartment C and B. Naturex

S.A is listed in Compartment B (Mid-Caps). 6 Report of the Working Group Chaired by Olivier Poupart - Lafarge on Audit Committees, Member of the AMF Board.




In accordance with article L.823-19 of the French Commercial Code, the Audit Committee is responsible in particular for monitoring:

- The process used to produce financial information; - The efficiency and effectiveness of internal control and risk management systems; - The legal control of the annual and consolidated financial statements by the statutory auditors;

and - The independence of the statutory auditors.

In addition, the Committee issues a recommendation on the statutory auditors proposed for appointment to the Shareholders’ Meeting. It reports regularly to the Board of Directors on its tasks and informs it immediately of any difficulty encountered.

The Committee can take up at any time any significant financial or accounting question and formulate any opinions or recommendations to the Board in the aforementioned areas.

The Board may also entrust the Committee with any other assignment it deems appropriate.

Composition of the Audit Committee

Based on the exemption provided in article L.823-20-4 of the French Commercial Code applicable to companies meeting the “small and mid caps” criteria and according to the recommendations of the AMF working group, the Committee is comprised of the following three members:

- Thierry Lambert, Vice Chairman of the Board of Directors and Chief Executive Officer;

- Stéphane Ducroux, Director and Vice-Chairman of Naturex Inc.;

- Paul Lippens, Independent Director with regard to the MiddleNext code;

- Olivier Lippens, Independent Director with regard to the MiddleNext code.

In accordance with the current legal provisions, the independent directors have special financial or accounting expertise.

The term of office for a Committee member does not exceed the term of his or her directorship.

Unless the Committee decides otherwise, the statutory auditors attend all meetings.

In addition to the statutory auditors, the Committee must be able to hear under the conditions it determines, any Company players it deems useful in carrying out its assignment, including the members of Senior Management, the managers of financial and accounting positions, internal audit, internal control, cash management, management control, legal, etc. as well as, where appropriate, the managers of operational departments. This Committee is chaired by Thierry LAMBERT, Vice Chairman of the Board of Directors and Chief Executive Officer of the Company.

Management Committee

With respect to operational management, a Management Committee was formed headed by Thierry Lambert and including the most experienced executives responsible for the Group's main operating departments, and who for the most part have worked at Naturex for many years.

This Committee exercises an essential role in the Group's corporate governance:

- It contributes to improved cooperation between the different Group departments and the decision-making process;

- Covering the most important or most sensitive operational areas, it determines and monitors actions to be carried out in these areas;




- It coordinates approaches to cross-functional subjects and projects; - It anticipates and prepares for organisational and strategic developments for the Company and

the Group; - It assists the Chief Executive Officer in preparing decisions to be submitted to the Board of

Directors' approval.

Composition of the Management Committee

- Thierry Lambert, Vice Chairman of the Board of Directors and Chief Executive Officer; - Stéphane Ducroux, Director, Vice Chairman of Naturex Inc., Vice President of Sales, Americas /

Asia-Pacific regions; - Marc Roller, Chief Science Officer; - Frédéric Seguin, Chief Industrial Officer; - Maxime Angelucci, Vice President of Sales, Europe / Africa region; - Serge Sabrier, Vice President of Purchasing and Supply-Chain

Nominating and Compensation Committee A proposal will be submitted to the Board of Directors' meeting called to approve the interim financial statements for the creation of a Nominating and Compensation Committee tasked with making recommendations and proposals to the Board on the following subjects: - The appointment of new directors, including in the event of unforeseeable vacancies; - The appointment or revocation, on proposal by the Chief Executive Officer, of any executive

officer of the Company; - The appointment or revocation, on proposal by the Chairman of the Board of Directors, of the

Chairman of the Board of Directors and Chief Executive Officer; - The composition and operating of the Board of Directors and the Board committees (including

appointments and revocations); - Application by the Company of the guidelines adopted for the principles of corporate

governance, notably with respect to the compensation policy for executive officers. The Committee also provides the Board with its opinion on the section of the annual report devoted to shareholders information relating to these matters and the work of the Board; the definition of independent director of the Company and the list thereof that are reproduced in the Company's annual report;

- All components of executive compensation including options to subscribe for or purchase shares as well as compensation and benefits of any nature (including retirement benefits and retirement service payments) paid by the Company or other Companies of the Group. The Board examines and defines rules for determining the variable portion of compensation, their coherence with the annual performance assessment of executive officers and the strategy of the Company, and ensures that these rules are then applied;

- The Company's general policy with respect to options to subscribe for or purchase shares including the frequency of grants as well as all proposed stock option plans, including their beneficiaries;

- The Company's general policy with respect to employee share ownership and any employee stock ownership plans that may be considered;

- Directors' fees and rules governing their allocation.




V. Information on the share capital

V.1 Share capital and voting rights

Share capital

At 30 June 2012, fully paid up share capital amounted to €11,566,812 for 7,711,208 shares (6,953,900 ordinary shares and 757,308 preferred shares), with a par value of €1.50 each after taking into account the capital increase resulting from Company employees' exercise of share subscription options in the 2012 first half. At 31 December 2011, fully paid up share capital stood at €11,558,370 for 7,705,580 shares (6,318,272 ordinary shares and 1,387,308 preferred shares) with a par value of €1.50 per share. On the filing date of this document, share capital amounted to €11,592,108.50 with a par value of €1.50 per share

As such, the share capital is comprised of 7,728,079 shares with a par value of €1.50 per share, broken down as follows:

- 6,968,924 ordinary shares (ISIN FR0000054694);

- 757,308 non-voting preferred shares (ISIN FR0010833251).

This new share breakdown includes ordinary shares and preferred shares created pursuant to the payment of dividends in shares of 30 July 2012 according to the option adopted by the Shareholders Meeting of 8 June 2012.

Voting rights

The voting right attached to ordinary capital or dividend shares is proportional to the share of capital they represent and each ordinary share confers a right to at least one vote.

However, the Extraordinary Shareholders’ Meeting of 19 March 2001 decided to allocate a voting right double that granted to other ordinary shares, with regards to the proportion of the share capital they represent, to all fully paid-up shares registered in the name of a single shareholder for at least two years.

In accordance with Article L.225-124 of the French Commercial Code, shares converted to bearer shares no longer benefit from double voting rights, and the same applies to shares resulting from a transfer of share ownership.

It was also decided that in the event of a capital increase via the incorporation of reserves, earnings or issue premiums, dual voting rights will be attached, upon issue, to registered shares allocated free of charge to shareholders in exchange for old shares with double voting rights.

No provisions exist that impose restrictions on voting rights.

Concerning preferred shares, their rights and those of their holders are governed by the applicable provisions of the French Commercial Code, in particular Articles L. 228-11 et seq.




It is stipulated that the preferred shares benefit from the same rights as those attached to ordinary shares (rights to dividends, subscription rights) but do not carry voting rights at ordinary and extraordinary shareholder meetings while however conferring a right to vote at special shareholders' meetings.

Preferred shares were issued in payment for the acquisition of the Natraceutical's Ingredients Division on 30 December 2009. These shares will recover their voting rights as soon as they have been converted into ordinary shares upon their sale to third parties to the Natraceutical Group.

Ordinary shares resulting from the conversion of preferred shares will carry double voting rights as long as said shares have been registered on the same shareholder's account for at least two years (whether in the form of preferred shares or in the form of ordinary shares).




Changes in share capital

Financial year

Nature of transaction Number of shares issued

Capital increase Additional paid-in capital

Par value Number of shares

Amount of capital

2005 Capital increase Board meeting of 06/01/2005

414,865 €622,297.50 €10,662,030.50

€1.50 2,579 383 €3,869,074.50

2005 Capital increase through share subscription warrants Board meeting of 06/01/05

2,743 €4,114.50 €93,262

€1.50 2,579,126 €3,873,189

2005 Capital increase through shares with equity warrants

79,000 €118,500.00 €784,470

€1.50 2,661,126 €3,991,689


362 €543.00 €12,308.00

€1.50 2,661,488 €3,992,232


30,747 €45,120.50 €1,045,398.00 €34 / share

€1.50 2,692,235 €4,038,352.50

2006 Capital increase 266,148 €399,222.00 €13,227,555.60

€1.50 2,958,383 €4,437,574.50


255 €382.50 €8,670.00

€1.50 2,958,638 €4,437,957

2006 Capital increase following the exercise of share subscription options

364 €546.00 €4,317.04

€1.50 2,959,002 €4,438,503


229 €343.50 €7,786

€1.50 2,959,231 €4,438,846.50


8,041 €12,061.50 €95,366.26

€1.50 2,967,262 €4,450,908


1,453 €2,179.50 €49,402.00

€1.50 2,968,725 €4,453,087.50


18,124 €27,186.00 €616,216.00

€1.50 2,986,849 €4,480,273.50

2007 Capital increase following the exercise of share subscription options Board meeting of 31/12/2007

660 €990.00 €4,233.90

€1.50 2,987,509 €4,481,263.50

2008 Capital increase through share subscription warrants

7,290 €10,935.00 €236,925.00

€1.50 2,994,799 €4,492,198.50


18,590 €27,885.00 €208,579.80

€1.50 3,013,389 €4,520,083.50


1,590 €2,385.00 €18,014.70

€1.50 3,014,979 €4,522,765.50


198 €297.00 €2,221.56

€1.50 3,015,177 €4,522,765.50


866,863 €1,300,294.50 €15,779,318.71

€1.50 3,882,040 €5,823,060.00

2009 Capital increase through the issue of ordinary shares AGM/EGM of 30/12/2009

961,557 €1,442,335.50 €29,261,703.00

€1.50 4,843,597 €7,265,395.50

2009 Capital increase through the issue of preferred shares AGM/EGM of 30/12/2009

1,520,403 €2,280,604.50 €46,268,273.00

€1.50 6,364,000 €9,546,000.00




Fiscal year Nature of transaction Number of shares issued

Capital increase Additional paid-in capital

Par value Number of shares

Amount of capital


23,192 €34,788.00 €603,920.00

€1.50 6,387,192 €9,580,788.00

2010 Capital increase by dividend paid in shares AGM/EGM of 30/06/10

23,739 €35,608.50 €578,648.00

€1.50 6,410,931 €9,616,396.50

2011 Capital increase by dividend paid in shares AGM/EGM of 27/06/2011

10,809 €16,214.00 €506,503.00 €1.50 6,421,740 €9,632,610.00

2011 Capital increase following the exercise of share subscription warrants

1,283,840 €1,925,760.00 €45,640,606.00 €1.50 7,705,580 €11,558,370.00


5,496 €8,244.00 €264,632.40 €1.50 7,711,076 €11,566,614.00


132 €198.00 €3,437.28 €1.50 7,711,208 €11,566,812.00

2012 Capital increase by dividend paid in shares

16,781 €25,306.50 €637,372.94 €1.50 7,728,079 €11,592,118.50

V.2 Unissued authorised capital

The Combined Shareholders' Meeting of 27 June 2011 granted new authorisations and delegations of authority to the Company's Board of Directors with respect to capital increases.

The Combined Shareholders' Meeting of 8 June 2012 renewed certain authorisations, replacing and superseding those granted by the previous meeting of 27 June 2011.

The table hereafter summarises authorisations in force and delegations of authority granted to the Board of Directors by the Combined Shareholders Meeting of 27 June 2011 and 8 June 2012, with respect to capital increases.




Current authorisations and delegation of authorities, granted by the Combined Shareholders’ Meeting of 27 June 2011 with respect to capital increases

Type of authorisation granted AGE date Amount authorised Term of authorisation Use made of the authorisation granted

Issue shares and/or marketable securities giving access to the Company's capital

27 June 2011 See detail hereinafter according to the delegations of authority granted

26 months

until 27 August 2013

- Delegation of authority to increase the capital with pre-emptive subscription rights maintained

27 June 2011

€4,000,000

+ nominal amount of the additional shares to be issued, where applicable

26 months


€1,925,760

- Delegation of authority to increase the capital with pre-emptive subscription rights revoked for a public offering

27 June 2011 €4,000,000 (ceiling charged against the nominal ceiling of the authorisation with pre-emptive subscription rights revoked for private placement)

26 months


None

- Delegation of authority to increase the capital with no pre-emptive subscription rights, via private distribution governed by Article L.411-2, II of the French Monetary and Financial Code

27 June 2011 €4,000,000 limited to 20% of the share capital per year (amount charged against the nominal ceiling of the authorisation with pre-emptive subscription rights revoked for a public offering)

26 months


None

- Authorisation to increase the share capital in payment of contributions in kind of shares or marketable securities

27 June 2011 Limited to 10% of the share capital (ceiling independent of any other ceiling provided for in terms of authority to increase the capital

26 months


None

- Delegation of authority to increase the share capital through the capitalisation of reserves, earnings or premiums

27 June 2011 €40,000,000 (ceiling independent of ceilings provided for other authorisations)

26 months


None

- Authorisation to increase the number of securities to be issued in the event of excess demand

27 June 2011 In accordance with the provisions of Article L.225-135-1 of the French Commercial Code and within the ceilings set by the Shareholders’ Meeting, when the Board of Directors determines there is excess demand

26 months


None

Authorisation to increase the share capital by issuing shares reserved for members of a Company Savings Plan

27 June 2011 Up to 3% of the share capital on the day of the Board of Directors’ decision

26 months


None




Current authorisations and delegation of authorities, granted by the Combined Shareholders’ Meeting of 8 June 2012 to the Board of Directors with respect to capital increases

These authorisations and delegations of authority replace and supersede those granted by the

Combined Shareholders Meeting of 27 June 2011.

Type of authorization granted AGE date Amount authorised Term of authorisation Use made of the authorisation granted

Authorisation granted for the purposes of cancelling shares purchased by the Company according to the provision of Article L.225-209 of the French Commercial Code

8 June 2012 Up to 10% of the share capital, on one or more occasions, per 24-month period

24 months

until 8 June 2014

None

Authorisation granted for the purposes of allocating Company share subscription and/or purchase options for employees and/or company officers

8 June 2012 Up to 3% of the share capital (combined ceiling with the authorisation to allocate Company shares free of charge (bonus shares)

38 months

until 8 August 2015

None

Authorisation granted for the purposes of allocating existing shares or new shares free of charge (bonus shares) to employees and/or company officers

8 June 2012 Up to 3% of the share capital (combined ceiling with the authorisation to allocate share subscription and/or purchase options)

38 months

until 8 August 2015

None




V.3 Breakdown of share capital and voting rights

Changes in the shareholder structure

The table below shows the breakdown of the capital and voting rights of Naturex S.A at June 30, 2012 and how it has changed compared to 31 December 2011 and 30 June 2011

30 June 2012 31 December 2011 30 June 2011

Number of shares

% of capital

% of voting rights

Number of shares

% of capital

% of voting rights

Number of shares

% of capital

% of voting rights

Naturex S.A (1) 12,028 0.16% - 4,660 0.06% - 7,934 0.12% -

SGD (2) 1,605,115 21.00% 22.63% 1,605,115 20.83% 24.60% 1,024,167 15.98% 20.15%

Jacques Dikansky 13,190 0.17% 0.18% 13,190 0.17% 0.20% 15,963 0.25% 0.31%

Natra Group - - - - - - 2,021,424 31.53% 12.11%

Concert parties (3) 1,632,920 21.17% 22.81% 1,618,305 21.00% 24.80% 3,061,554 47.76% 32.57%

Thierry Lambert 1,022 0.01% 0.03% 1,024 0.01% 0.02% 852 0.01% 0.02%

Stéphane Ducroux 4,837 0.06% 0.12% 4,837 0.06% 0.11% 4,026 0.06% 0.13%

Executive shareholders 5,859 0.07% 0.15% 5,861 0.08% 0.13% 4,878 0.07% 0.15%

Natra Group 1,365,002 17.70% 8.49% 1,595,002 20.70% 3.18% - - -

Public 4,695,399 60.90% 68.54% 4,481,752 58.16% 71.89% 3,336,565 52.05% 67.28%

Total shareholdings 7,711,208 100% 100% 7,705,580 100% 100% 6,410,931 100% 100%

(1) Naturex S.A. holds treasury shares within the framework of the liquidity contract concluded with Natixis.

(2) On the filing date of this document 40% of SGD’s capital was held by the Dikansky family and 60% by Finasucre.

(3) Jacques Dikansky, SGD and the NATRA Group jointly held shares (action in concert) within the framework of a shareholders' agreement concluded on 30 December 2009. The shareholders agreement and the action in concert ended on 28 October 2011 when the Natra Group crossed below the 5% voting threshold.

Source: Société Générale Securities Service – 30 June 2012

The breakdown of Naturex S.A’s capital and voting rights on the date this document was filed is as follows:

Société Générale Securities Service – August 2012

Capital7,728,079 actions

Voting rights7,178,312 votes

SGD / J. DIKANSKY

21.19%

Natraceutical17.71%

Public61.00%

Auto-Detention0.10%

Public68.69%

Natraceutical8.49%

SGD/J. DIKANSKY

22.82%




Transaction of executives and parties mentioned in Article L.621-18-2 of the French Monetary and Financial Code on Company shares

In accordance with Articles L.621-18-2 of the French Monetary and Financial Code and Article 222-15-3 of the AMF’s General Regulations amended by decree on 9 March 2006 published in the Journal Officiel (French publication for legal notices) on 21 March 2006, the following operations were carried out on the Company's shares, at the date this document was filed.

These transactions were reported to the AMF by executive officers pursuant to the legal and regulatory requirements (Article L.621-18-2).

Declarations made by SGD

Shareholder identification

In accordance with Article 263-1 of the Law of 24 July 1966, the Company used the EUROCLEAR procedure to identify bearer shares on 29 July 2011.

Based on this procedure, 8,056 owners of bearer shares holding 49.2% of the Company's share capital at 29 July 2011 were identified, breaking down as follows:

- Individual investors holding 20% of the capital;

Financial instrument Date of the transaction Place of the transactionNb of shares Unit Price Amount of the transaction

Shares 23/05/2012 NYSE EURONEXT Paris 450 46,43 € 20 893,50 €






Shares 28/05/2012 NYSE EURONEXT Paris 1 000 47,48 € 47 480,00 €




































- Foreign investors located in particular in Luxembourg, the United Kingdom, Belgium, Switzerland holding 7.7% of the capital;

- French investors and UCITS, who hold 21.5% of the capital.

The Company did not conduct a new study following the capital increase of 4 October 2011 that changed this breakdown by increasing the share of French institutional investors and foreigners.

Employee share ownership

On the filing date of this document, there were no employee incentive or profit-sharing plans as defined by Article L.225-102 of the French Commercial Code.

V.4 Shareholders agreement Lapsing of the shareholders agreement signed on 31 December 2009

On 4 January 2010, the Autorité des Marchés Financiers (AMF) (French Securities Regulator) was informed of a shareholders' agreement concluded between the SGD group and the NATRA Group. This agreement was concluded as part of the NATRA Group's contribution to Naturex of the assets comprising the Ingredients Division of its subsidiary Natraceutical S.A.

This agreement constituted an action in concert and provided for a number of commitments described in the AMF notice 210C0009 published on the AMF website on 6 January 2010.

This shareholders’ agreement is null and void since 28 October 2011 and resulted in the end of the action in concert described hereafter.

Action in concert

On 28 October 2011, following the sale of 400,000 Naturex shares held by Natraceutical (NATRA Group) to SGD, it was noted that the Natra Group had crossed below the 5% voting rights threshold. Crossing below this threshold caused the immediate termination of the shareholders’ agreement concluded between the parties on 30 December 2009.

Consequently, it was decided to end the joint action existing between Jacques Dikansky, SGD and the NATRA Group since 30 December 2009.

In view of the common interests and the existing ties between Jacques Dikansky and SGD, the action in concert between these parties was maintained.

V.5 Crossing of thresholds Thresholds fixed by the articles of association

In its articles of association, the Company has not set any obligation to declare crossing above or below a capital or voting rights threshold, other than the legal thresholds.




Legal thresholds

Any natural person or legal entity acting alone or in concert who ends up holding the number of shares or voting rights exceeding the thresholds provided by current regulations (Article L.233-7 of the French Commercial Code) must comply with the disclosure obligations provided by these regulations. The same information must be disclosed when the stake in the capital or voting rights crosses below the thresholds provided by current regulations.

The crossing of the following thresholds were reported to AMF (Autorité des Marchés Financiers) in the 2012 first half:

AMF declaration 212C0120 of 20 January 2012 - By letter received 20 January 2012, Natraceutical Group reported crossing above on 16 January

2012 the 5% threshold of voting rights of the Company and holding 1,595,002 Naturex shares (of which 987,308 non-voting preferred shares), representing 607,694 voting rights or 20.7% of the Company's capital and 8.77% of its voting rights. The crossing of this threshold resulted from the conversion of 400,000 Naturex preferred shares held by NATRACEUTICAL, into ordinary shares on 13 January 2012.

AMF 212C0724 declaration of 8 June 2012 - By letter received on 4 June 2012 supplemented by a letter received 7 June 2012, SAS Odyssée

Venture, acting on behalf of the fund under its management, reported, for the purpose of rectification, having crossed below, pursuant to the sale of Naturex shares on the market:

o On 31 October 2011, the 5% threshold of voting rights of the Company and holding on that date for said fund 322,068 Naturex shares representing a corresponding number of voting rights or 4.18% of the capital and 5.03% of the voting rights on that date;

o On 23 December 2011, the 5% threshold of voting rights of the Company and holding on that date for said fund 320,844 Naturex shares representing a corresponding number of voting rights or 4.16% of the capital and 4.91% of the voting rights.

Furthermore, Odyssée Venture reported for the record holding on 4 June 2012, 320,844 Naturex shares representing a corresponding number of voting rights or 4.16% of the capital and 4.48% of the voting rights of the Company

On the filing date of this document, the Company had no knowledge of the crossing of other thresholds.

V.6 Treasury shares

Own shares held directly by the Company

On 30 June 2012, Naturex directly held 12,028 of its own shares representing 0.16% of the share capital. These shares do not carry voting rights or an entitlement to the distribution of dividends or redemption of additional paid-in capital.

On the filing date of this document, Naturex directly held 7,710 of its own shares(0.10% of the Company's capital) within the framework of a liquidity agreement signed with Natixis in June 2009 and renewed every year based on authorisations granted by the Company's General Meeting to continue buying and selling its own shares.




Own shares indirectly held through subsidiaries

No shares of the Company are indirectly held through subsidiaries.

Description of the share buyback programme approved at the Shareholders' meeting of 8 June 2012

The Shareholders’ Meeting of 8 June 2012 authorised the Company, in its 10th ordinary resolution,

to buy and sell treasury shares within the following limits:

- Maximum share of capital authorised: 10% of the number of shares comprising the share capital, with this number adjusted as required to take into account any operations to reduce or increase the capital that could take place during the duration of the program;

- Maximum amount allocated to the programme: €77,055,800 - Maximum purchase price per share: €100.00 In the event of an equity transaction, especially a split or consolidation of shares or the allocation of free shares, the aforementioned amount shall be adjusted according to the same proportions (multiplier equal to the ratio between the number of shares comprising the share capital before the operation and the number of shares after the transaction). The objectives of the Company's share buyback programme, as authorised by the Shareholders' Meeting of 8 June 2012, are as follows: - Support the secondary market and the Naturex share’s liquidity through an investment services

provider via a liquidity contract in accordance with the code of professional conduct of the French Association of Investment Firms (Association Française des Marchés Financiers or AMAFI) recognized by the AMF;

- Hold the shares thus purchased for subsequent use in exchange or as payment for any acquisitions, with the proviso that the shares acquired for this purpose cannot exceed 5% of the Company's capital;

- Set aside shares to cover share purchase option plans and other forms of share grants to employees and/or Company officers of the Group under the conditions and according to the methods provided for by law, especially with respect to profit sharing, a company savings plan or the allocation of bonus shares;

- Set aside shares for the requirements of securities conferring entitlement to grants of Company shares within the framework of the current regulation;

- Cancel any shares acquired, subject to authorisation by this Shareholders' Meeting under the 9th extraordinary resolution.

These share purchases can take place by any means, including through the acquisition of blocks of shares and at periods the Board of Directors deems fit.

These operations can be carried out during a public share offer in compliance with Article 232-15 of the AMF General Regulations, provided the offer is settled entirely in cash and the purchase operations are carried out as part of the ongoing implementation of the program underway and they are not likely to adversely affect the offer's success.

The Company reserves the right to use optional mechanisms or derivatives within the framework of the applicable regulations.




The Shareholders’ Meeting granted the Board of Directors full authority to carry out these operations, set their conditions and the methods, conclude any agreements and carry out any formalities.

This authorisation was granted for 18 months starting from the Shareholders’ Meeting of 8 June 2012. This authorisation cancels the authorisation granted to the Board of Directors by the Combined Shareholders’ Meeting of 27 June 2011.

During the previous share buyback program, the Company did not use any derivative products and to date does not hold any open positions on derivative products. The Company also did not use its authorisation to cancel any shares held.

Report on the liquidity contract

The authorisation to carry out this share buyback programme has been entrusted since June 2009 to NATIXIS which acts as an investment services provider (underwriter) to purchase shares for and in the name of the Company, in compliance with Articles 5 and 6 of the European Commission Regulation 2273/2003 of 22 December 2003, and in accordance with the code of professional conduct of the AMAFI (Assocation Française des Marchés Financiers), the French Association of financial market professionals (ex-AFEI) as recognised by the AMF.

The Company files the monthly declarations with the AMF concerning the purchases and sales of shares within the framework of the liquidity contract, distributes reports every six months on the liquidity contract and publishes them on its website.

Regarding the liquidity contract entrusted by Naturex to Natixis, at 30 June 2012, the liquidity account showed the following balance:

- 12,028 Naturex shares - €106,273.45

It should be noted that when the contract was established, the liquidity account showed the following balance:

- 923 Naturex shares - €277,801.85

On 16 February 2012, the Company contributed an additional €300,000 to the liquidity contract.

Indeed, the quality of Naturex’s results over the past few years, the successive capital increases and the Group’s acquisition policy have a very significant impact on the share’s natural liquidity.

Furthermore, the presence of investors in the capital who actively manage their investment has substantially increased the trading volume in the share’s market since 18 months.

In this context, NATIXIS’ valuation of the liquidity mechanism showed a need to increase the available funds in order to reduce the Naturex share’s volatility while providing it optimal liquidity.




V.7 Potential capital

The Combined Shareholders' Meeting of 8 June 2012 authorised the Board of Directors, pursuant to Articles L. 225-177 to L. 255-185 of the French Commercial Code, to grant, on one or more occasions, options to subscribe to new Company shares or purchase existing Company shares, for the benefit of salaried employees or some of them and/or Company officers, as governed by Article L. 225-185 of the French Commercial Code, of the Company or companies that are connected to it directly or indirectly within the meaning of Article L. 225-180 of the French Commercial Code. The Shareholders’ Meeting decided that the total number of options that will be opened cannot

confer the right to subscribe to or purchase a number of shares representing more than 3% of the

existing share capital on the day of the first allocation.

The Board of Directors shall determine the subscription price for new shares or the purchase price

for existing shares, on the day the options are allocated, which may not be less than the minimum

price established by the applicable existing regulations.

The Combined Shareholders' Meeting of 8 June 2012 duly noted that no option can be granted (i)

during a period of ten trading days preceding and following the date on which the annual

consolidated financial statements are made public, (ii) during the period between the date when the

Company becomes aware of information which, if made public, could have a significant impact on

the Company’s share price, and the ten trading days after this information is made public and (iii) less

than twenty trading days after detaching a coupon giving the right to dividends or to an increase in

capital.

This authorisation is valid for a period of 38 months starting on 8 June 2012. On the date this

document was filed, the Company had not used the previous authorisation granted by the Combined

Shareholders' meeting of 27 June 2011.

On the filing date of this document, the Company had not used this new authorisation.

On this filing date, in light of the options that have expired in the different plans in effect, the maximum dilution resulting from the various share subscription plans would be 2.51%.




Share subscription plan highlights

The situation of share subscription option plans in effect on the filing date of this document, implemented by the Board of Directors subsequent to decisions taken during the Shareholders’ Meetings of 14 June 2006, 30 June 2007, 30 June 2008, 30 June 2009 and 30 June 2010, is as follows:

Plan No. 10 Plan No. 11 Plan No. 12 Plan No. 13 Plan No. 14

Board of Directors grant date 27/03/2007 25/03/2008 13/03/2009 26/04/2010 15/04/2011

Date of the Shareholders Meeting

authorising the grants 14/06/2006 30/06/2007 30/06/2008 30/06/2009 30/06/2010

Strike price (€) 49.65 27.54 24.00 30.12 45.33

Starting date for the exercise period 27/03/2010 25/03/2011 13/03/2012 26/04/2013 15/04/2014

Expiry date 27/03/2012 25/03/2014 13/03/2015 26/04/2015 15/04/2016

Total number of options granted

23,929 47,362 53,650 52,150 57,094

Of which to the top 10 employee beneficiaries 4,560 5,600 10,500 12,200 12,000

Of which to corporate officers 13,000 33,000 33,000 26,000 26,000

Jacques Dikansky 10,000 25,000 25,000 18,000 18,000

Thierry Lambert 1,500 4,500 4,500 4,500 4,500

Stéphane Ducroux 1,500 3,500 3,500 3,500 3,500

Total number of beneficiaries 48 59 64 78 195

Of which to corporate officers 3 3 3 3 3

Number of expired options 18,433 4,972 3,666 4,566 3,043

Number of options subscribed

5,496 132 - - -

Of which to corporate officers - - - - -

Number of outstanding options

0 42,258 49,984 47,584 54,051

As the expiry date of Plan No. 10 was 27 March 2012, the plan had consequently fully lapsed on the publication date of this document.




Options granted to corporate officers and to the top 10 employee beneficiaries who are not corporate officers in the period from 1 January to 30 June 2021

Options to subscribe for shares granted to and exercised by each corporate

officer

Total number of

options granted/share

subscribed

Price (€) Plan Expiry date

Options granted over the period from 1 January to 30 June 2012 to corporate

officers by the issuer and by any company in the Group

None

Options exercised over the period from 1 January to 30 June 2012 by corporate

officers of the issuer and of any company in the Group

None

Options to subscribe for or purchase shares granted to and exercised by to the

top ten non-corporate officer employee beneficiaries

Total number of

options granted/share

subscribed

Average

weighted

price (€)

Plan Expiry date

Options granted over the period from 1 January to 30 June 2012 by the issuer and

by any company included within the option grant's scope, to the ten employees of

the issuer and of any company included within this scope to whom the most

options were granted

None

Options held on the issuer and the aforementioned companies exercised, over the

period from 1 January to 30 June 2012, by the ten employees of the issuer and of

these companies, who had subscribed to the most options

3,360 49.65 10 27/03/2012

Naturex’s Board of Directors duly noted on 29 March 2012 the exercise of share subscription options under plan No. 10 allotted by the Board of Directors on 27 March 2007, which expired on 27 March 2012:

- 5,496 options were exercised by 22 employee beneficiaries, resulting in the creation of 5,496 new ordinary shares, including 3,360 shares granted to top 10 non-corporate employee beneficiaries;

- The executive corporate officers did not exercise their options under this plan.

Given the plan’s expiry on 27 March 2012, options not subscribed have lapsed. The Company's Board of Directors duly noted on 29 March 2012 the exercise of share subscription options under plan No. 11 allotted by the Board of Directors on 25 March 2008 with an expiry date of 25 March 2014: - 132 options were exercised by 1 employed beneficiary resulting in the creation of 132 new

ordinary shares. Since the date of the filing of this document by the Company, the exercise of no options has been recorded.




V.8 Appropriation of income for the period ending 31 December 2011 and dividend distribution

V.8 Appropriation of income for fiscal 2011 and dividend distribution

The Naturex S.A. Shareholders' Meeting of 8 June 2012, acting on a proposal from the Board of

Directors, decided to allocate the profit of €3,908,053.21 for the year ended 31 December 2011 as

follows:

- Deduct €770,558 for the dividend;

- Appropriate 5% of the income (i.e.; €195,402.66) to the “Legal Reserve” item, which will thereby

be increased from €592,651.14 to €788,053.80; and

- Carry forward the balance of the income (i.e.; €2,942,092.55) to the line item “Retained Earnings

/ (Accumulated Deficit)”, that accordingly increased from -€351,744.68 to €2,590,347.87.

As such the total dividend for each share is set at €0.10 with the entire sum distributed eligible for

the 40% tax allowance mentioned in Article 158-3-2° of the French General Tax Code.

This dividend distribution was paid on 30 July 2012.

Option for the payment of dividends in cash or shares

The Shareholders Meeting of 8 June 2012 also gave shareholders the option of having the dividend paid in cash or in shares between the period from 15 June 2012 and 18 July 2012 inclusive, subject to making this request to financial intermediaries authorised to pay the dividend and/or the company. The share price used as payment for the dividend was €41.01 which is equal to 90% of the average of

the prices listed over the twenty trading preceding the Shareholders' Meeting of 8 June 2012, less

the net amount of the dividend, in accordance with the provisions of Article L.232-19 of the French

Commercial Code.

Two Euronext notices providing details on the practical procedures for this option were published on

4 and 12 June 2012.

The date for payment of the cash dividend and admission of the new shares to trading on NYSE Euronext Paris was 30 July 2012. The Company's Board of Directors formally recorded the issue of 16,871 new shares with a par value of €150 per share resulting from the exercise of the option for payment of the dividend in shares and the resulting capital increase.

These new shares have a record date of 1 January 2012 and break down as follows:

- 15,024 new ordinary shares, on presentation of 5,103,134 coupons; - 1,847 new preferred shares, on presentation of 757,308 coupons;

As such, the capital was increased €25,306,050 amounting to €11,592,118.50 on the filing date of this document for 7,728,079 shares with a par value of €1.50 per share




VI. Shareholder information

Naturex has been listed since October 1996 on NYSE Euronext in Paris, compartment B

Number of shares comprising the capital on the filing date of this document: 7,728,079 6,968,924 ordinary shares (ISIN FR0000054694) 759,155 preferred shares (ISIN FR0010833251) Naturex is part of the CAC Small and Gaïa indexes.

Naturex is eligible for the "long only" Deferred Settlement Service (SRD).

In December 2011, Naturex implemented a level 1 sponsored American Depositary Receipt (ADR) programme. Naturex’ ADRs are traded over-the-counter in the United States under the symbol NTUXY.

SYMBOL: NRX - Reuters: NATU.PA - Bloomberg: NRX:FP - DR Symbol: NTUXY

Securities management

Security management services for registered shares recorded directly in the Company's share

register (nominatif pur) are assured by:

Societe Generale Securities Service

Service Nominatif Clientèle Emetteurs

B.P. 81236

44312 Nantes Cedex 3 - France

Management of the liquidity contract

NATIXIS Corporate Broking manages the liquidity contract.

Analyst coverage

Arrowhead, Berenberg Bank, Cm-Cic Securities, Davy Research, ID Midcaps, Kepler Capital Market,

Natixis, Portzamparc, Société Générale.

2012 financial information schedule

Financial information

Revenue – Q1 2012 26 April 2012

Results – Q1 2012 29 May 2012

Revenue – H1 2012 25 July 2012

Results – H1 2012 30 August 2012

Revenue – Q3 2012 5 November 2012

Results – Q3 2012 29 November 2012

Revenue – FY 2012 24 January 2013

Results – FY 2012 27 March 2013

Press releases are released at the end of the trading day.




Information for individual and institutional shareholders

Since it was listed on the stock market, Naturex has enjoyed a relationship of trust with its shareholders, whether individuals or institutions, based on dialogue and transparency.

Naturex has made the commitment to keep its shareholders informed directly and precisely of its activity, strategy and growth prospects over the long-term.

To this end, Naturex provides the public with all of the published financial information (press releases, registration document, financial presentations, etc.) through its website www.naturex.com, available in French and English versions:

Registration document

Available in French and in English, this document can be downloaded from the Naturex website. A printed version can also be obtained free of charge by simply contacting the Company.

Shareholders' newsletter

Published twice a year, it is available on the website and is sent to identified shareholders by Naturex.

Committed to maintaining ongoing dialogue with its individual and institutional shareholders, Naturex participates in many events and meetings throughout the year:

Information meetings and site visits

Two SFAF (French Society of Financial Analysts) meetings are organised every year when the half-year and annual results are presented to the financial community (investors, analysts and financial press).

Naturex also organises visits to production sites in France at its Avignon site and in Europe.

Meetings with investors

Naturex participates in many investor meetings in the form of one-to-one meetings, conferences

and road shows, in France and abroad (London, Frankfurt, Brussels, Amsterdam, Geneva and the

United States).

The Actionaria trade show

The year's key investor relations event, Naturex has participated in the Actionaria Trade Show in

Paris since it was created. This event provides an opportunity to meet with and speak directly to

individual shareholders.





Share price and trading activity trends

Price (in €) Trading volume (in number of shares)

Trading volume (in € millions)

Average closing price

High Low Per month Per trading session

Monthly total

Fiscal 2008 27.33 37.49 20.15 87,728 4,087 2.38

FY 2009 25.54 32.10 18.60 87,895 4,185 2.31

FY 2010 33.21 45.00 31.26 118,373 4,967 3.83

January 2011 41.20 43.13 39.46 147,664 7,032 6.32

February 2011 40.80 42.12 37.32 109,848 5,492 4.62

March 2011 41.02 42.90 34.46 301,525 13,110 12.80

April 2011 48.15 52.14 43.26 394,607 20,769 19.11

May 2011 51.41 57.67 48.71 324,250 14,739 17.42

June 2011 54.56 58.51 50.91 236,774 10,762 13.40

July 2011 54.69 61.56 50.17 242,748 11,559 13.83

August 2011 48.78 53.32 40.74 360,821 15,688 17.76

September 2011 49.80 53.32 46.53 158,012 7,182 8.17

October 2011 50.91 55.62 43.59 204,378 9,732 10.24

November 2011 51.28 55.0 46.09 194,446 8,838 10.01

December 2011 48.21 51.90 46.20 226,040 10,764 10.86

FY 2011 48.43 61.56 37.32 241,759 11,306 12.04

January 2012 48.18 51.86 46.65 207,467 9,430 9.95

February 2012 49.65 50.69 48.32 180,621 8,601 8.96

March 2012 51.81 54.50 49.27 140,319 6,378 7.28

April 2012 49.68 54.47 47.51 231,754 12,198 11.60

May 2012 45.93 49.40 42.50 190,109 8,641 8.72

June 2012 46.78 48.50 45.40 102,901 4,900 4.80

July 2012 46.49 47.90 44.13 100,310 4,560 4.65

Source: NYSE Euronext Paris (monthly information, trading ranges and averages for the period)

Monthly trading volume for the 2012 first half amounted to 203,301 shares and €12.4 million in capital, with an average closing price of €49.63 per share.

At 29 June 2012, the closing price of the Naturex share was €46.63 for a trading volume of 3,636 shares in the session. The market capitalisation on this date was €359.6 million.




VII. Principal risks and uncertainties for the remaining six months of 2012

Details on the financial risk management (credit risk, liquidity risk, exchange rate risk, interest rate risk are provided in Note 15 to the interim consolidated financial statements.

Except for items mentioned in this note the Company has not identified any material changes in risk and uncertainties for the next six months with respect to operations, the organisational structure, strategy and market environment as described on pages 47 to 52 of the 2011 registration document (Sustainable Development - section III- Identifying and managing the main risk factors), filed with the French securities regulator (Autorité des Marchés Financiers or AMF) on 26 April 2012 (No. D.12-0424) and available at the website of the company (www.naturex.com) or the AMF (www.amf-france.org).

Concerning the risk identified under the heading "Risk of dependence on executives" and pursuant to the extended absence of Jacques Dikansky for health reasons, the Company considers that it has taken the necessary measures to address the effects of this situation and prevent any adverse consequences on the development of the Group's strategic priorities:

- At the level of corporate governance, the directorships of Jacques Dikansky and Mr Thierry Lambert were renewed by the Combined Shareholders' Meeting of 8 June 2012 for terms of 6 years, i.e. until the Shareholders' Meeting called approve the financial statements for the period ending 31 December 2017. The other members of the Board of Directors include Paul and Olivier Lippens, independent directors and executive officers of Finasucre, Stéphane Ducroux, Icecap Chairman of Naturex Inc., and Jacqueline Dikansky.

The Board of Directors of Naturex confirmed the re-election of Mr Jacques Dikansky as Chairman

for his term of office as director. However, as the current state of his health does not allow him to

fulfil this function, the effective chairing of the Board of Directors is delegated to Mr Thierry

Lambert, in his capacity as Vice-Chairman; Mr Lambert is also appointed to the functions of CEO

of Naturex.

The Board of Directors stipulated that if the health of Mr Jacques Dikansky so permitted, he will

again be entrusted with the General Management of the Company, Mr Thierry Lambert would

then return to his function as Deputy CEO.

For a number of months Naturex has undertaken to implement changes in the organisation of

corporate governance involving:

- The creation of Board committees, including the Management Committee, Audit Committee

and the Nominating and Compensation Committee with the objective of formalising

processes for making strategic decisions;

- Expanding the Board of Directors by adding new members, and in particular, independent

directors.

- With respect to operational management, a Management Committee was formed headed by Thierry Lambert, Vice Chairman of the Board of Directors and Chief Executive Officer of the Company, and including the most experienced executives responsible for the Group's main operating departments, and who for the most part have worked at Naturex for many years.


http://www.amf-france.org/

http://www.amf-france.org/




VIII. Outlook and trends

Demand for more natural alternatives for certain ingredients is growing both in geographical terms (traditional markets of Western Europe and North America/emerging markets of Asia, Latin America and Eastern Europe), but also by segment (strong penetration of natural ingredients not only in the food industry but also for products offering positive health effects and cosmetics). This trend is furthermore continuing despite a difficult macroeconomic environment, particularly in Europe.

Performances in the 2012 first half confirmed the technical expertise and commercial momentum of Naturex in markets with sustainable growth potential.

On the strength of these results and based on its capacity to develop new value-added projects, Naturex intends to pursue a strategy of development combining both sustained organic growth and acquisitions targeting opportunities for positive synergies.

In the second half of the year, Naturex will continue its efforts devoted to successfully integrating companies acquired in recent months.

The Company has not issued any forecasts for fiscal 2012.




CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AT 30 JUNE 2012

CONTENTS

CONSOLIDATED BALANCE SHEET.................................................................................................................. 55

CONSOLIDATED INCOME STATEMENT .......................................................................................................... 56

SUMMARY OF COMPREHENSIVE INCOME ..................................................................................................... 57

CASH FLOW STATEMENT ............................................................................................................................. 58

CHANGE IN CONSOLIDATED SHAREHOLDERS' EQUITY .................................................................................... 59

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................................................................ 61

NOTE 1 GENERAL INFORMATION ................................................................................................................ 61

NOTE 2 INFORMATION ON CONSOLIDATION ............................................................................................... 63

NOTE 3 COMPLIANCE STATEMENT.............................................................................................................. 67

NOTE 4 ACCOUNTING PRINCIPLES AND METHODS ....................................................................................... 68

NOTE 5 VALUATION RULES AND METHODS ................................................................................................. 71

NOTE 6 BUSINESS COMBINATIONS ............................................................................................................. 79

NOTE 7 GOODWILL ................................................................................................................................... 86

NOTE 8 NON-CURRENT ASSETS .................................................................................................................. 87

NOTE 9 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES........................................................................... 88

NOTE 10 INVENTORIES OF WORK IN PROGRESS ............................................................................................. 90

NOTE 11 TRADE AND OTHER RECEIVABLES .................................................................................................... 90

NOTE 12 FINANCIAL DEBT ........................................................................................................................... 91

NOTE 13 EMPLOYEE BENEFITS ..................................................................................................................... 94

NOTE 14 CURRENT PROVISIONS ................................................................................................................... 96

NOTE 15 FINANCIAL RISK MANAGEMENT...................................................................................................... 96

NOTE 16 OPERATING SEGMENTS ................................................................................................................. 98

NOTE 17 PAYROLL EXPENSES ..................................................................................................................... 100

NOTE 18 EXTERNAL EXPENSES AND DEVELOPMENT EXPENDITURES ............................................................... 102

NOTE 19 OTHER CURRENT OPERATING EXPENSES ........................................................................................ 103

NOTE 20 OTHER NON-CURRENT OPERATING EXPENSES ................................................................................ 103

NOTE 21 FINANCIAL INCOME AND EXPENSES .............................................................................................. 104

NOTE 22 INCOME TAX .............................................................................................................................. 104

NOTE 23 CAPITAL MANAGEMENT .............................................................................................................. 106

NOTE 24 RELATED PARTIES AND OFF-BALANCE SHEET COMMITMENTS .......................................................... 107

STATUTORY AUDITORS' REPORT ON 2012 INTERIM FINANCIAL INFORMATION ..................................................109




In €000sNotes 30/06/2012 31/12/2011

NON-CURRENT ASSETS 229 333 209 897

Goodwill 7 103 188 93 467

Other intangible assets 8 9 557 9 266

Property, plant and equipment 8 110 680 103 174

Financial assets 8 1 702 1 167

Non-current derivatives 9 213 343

Deferred tax assets 22 3 993 2 480

CURRENT ASSETS 225 549 216 321

Inventories 10 135 111 115 150

Current derivatives 9 429 1 200

Tax receivables 667 667

Trade and other receivables 11 73 619 61 642

Cash and cash equivalents 12 15 722 37 662

TOTAL ASSETS 454 882 426 218

In €000s30/06/2012 31/12/2011

Capital 11 567 11 558

Additional paid-in capital 164 863 164 594

Reserves 61 839 44 307

Income for the period 9 028 15 628

SHAREHOLDERS' EQUITY 247 297 236 088

Attributable to owners of the parent 246 908 235 714

Attributable to non-controlling interests 389 374

NON-CURRENT LIABILITIES 111 081 103 904

Long-term financial debt 12 93 064 87 327

Non-current derivatives 9 1 991 2 254

Employee benefits 13 4 161 2 913

Deferred tax liabilities 22 11 865 11 409

CURRENT LIABILITIES 96 504 86 227

Current financial debt 12 23 037 17 588

Current derivatives 9 947 893

Current provisions 14 44 40

Tax payables 4 005 1 582

Trade and other payables 66 884 65 208

Bank credit facilities 12 1 586 916

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 454 882 426 218

CONSOLIDATED BALANCE SHEET




CONSOLIDATED INCOME STATEMENT

In €000s

Notes 30/06/2012 30/06/2011

Revenue 16 147 154 127 925

Change in finished goods and in-progress inventory 7 559 6 822

Operating grants 1 162 1 321

Other operating income 3 581 2 039

Purchases -65 849 -59 307

Payroll expenses -29 313 -24 019

External charges 18 -35 267 -31 167

Taxes other than on income -637 -510

Amortisation/depreciation expenses 8 -7 332 -6 197

Other current operating expenses 19 -3 173 -878

INCOME FROM OPERATIONS 17 885 16 029

Other non-current operating expenses 20 -1 714 -

NET OPERATING INCOME 16 16 170 16 029

Income from cash management and cash equivalents 129 138

Gross borrowing costs -2 482 -2 938

NET BORROWING COSTS*** 21 -2 353 -2 800

OTHER FINANCIAL INCOME AND EXPENSES 21 -578 913

INCOME BEFORE TAX 13 239 14 142

TAX EXPENSE 22 -4 211 -4 408

NET INCOME FOR THE PERIOD 9 028 9 734

Income for the period attributable to:

Company shareholders 9 012 9 735

Non-controlling interests 16 -1

Earnings per share: 23.2

Basic earnings per share (in euros) 1,1692 1,5186

Diluted earnings per share (in euros) 1,1405 1,4677




SUMMARY OF COMPREHENSIVE INCOME

In €000s30/06/2012 30/06/2011

NET INCOME FOR THE PERIOD 9 028 9 734

Gains and losses from the translation of financial statements of foreign operations 3 028 -2 234

Fair value of hedging instruments

Changes in fair value of hedging instruments 164 306

Deferred taxes on hedging instruments -65 -103

TOTAL COMPREHENSIVE INCOME 12 156 7 704

Attributable to Company shareholders 12 141 7 705

Attributable to non-controlling interests 15 -1




In €000s30/06/2012 30/06/2011

Net income for the period 9 028 9 734

Adjustments for non-cash items:

Net amortisation/depreciation a l lowances and provis ions 7 695 4 819

Expenses and income related to s tock options*** 109 45

Capita l ga ins / (losses) on disposals 51 47

Net borrowing costs 2 353 2 800

Other financia l income and expenses 578 (913)

Tax expense 4 211 4 408

Operating cash flow before WCR 24 025 20 939

Taxes pa id (2 652) (3 029)

Change in inventories (15 079) (7 004)

Change in trade receivables and related accounts (9 835) (8 088)

Change in trade payables and related accounts (3 306) 3 479

Net cash used in operating activities A (6 846) 6 298

Acquis i tion of subs idiary, net of cash acquired (11 758) -

Intangible investments (1 244) (2 217)

Capita l expenditures (9 690) (5 130)

Financia l investments (552) (371)

Disposals of fixed assets 1 502 30

Repayment of long-term investments 33 250

Net cash used in investing activities B (21 709) (7 438)

Proceeds from share i ssues 277 -Net dividends pa id to parent company shareholders - -Inflows from new borrowings 18 428 7 000

Loan reimbursements , net of derivatives (9 936) (7 659)

Debt reimbursements resulting from finance leases (96)

Changes in other financia l l iabi l i ties 1 207 (408)

Proceeds from the sa le of treasury shares -

Interest payments (2 932) (2 229)

Net cash provided by financing activities C 6 947 (3 296)

Net change in cash and cash equivalents A+B+C (21 608) (4 436)

Closing cash and cash equivalents 14 136 10 608

Opening cash and cash equivalents 36 746 16 166

Effect of exchange rate changes on cash 1 002 1 122

Net change in cash and cash equivalents (21 608) (4 436)

CASH FLOW STATEMENT




CHANGE IN CONSOLIDATED SHAREHOLDERS' EQUITY

Equity attributable to the Group

Capital Additional paid-in capital

Group share

in €000s (Group share)

Shareholders' equity at 1 January 2012 11 558 164 594 41 051 2 891 15 619 235 714

Income for the period*** 9 012 9 012

Change in translation differences 3 029 3 029

Changes in fair value of hedging instruments, net of tax 99 99

Other comprehensive income - - - 99 3 029 - 3 128

Comprehensive income for the period - - - 99 3 029 9 012 12 140

Appropriation of income - - - 15 619 - (15 619) -

Dividends paid - - - (771) - - (771)

Capital increase - - - - - - -

Stock options exercised 8 268 - - - - 277

Stock option benefits - - - 109 - - 109

Change in treasury shares - - (561) - - - (561)

Non-controlling interests acquired - - - - - - -

Total transactions with shareholders 8 268 (561) 14 957 - (15 619) (946)

Shareholders' equity at 30 June 2012 11 567 164 863 (561) 56 107 5 920 9 012 246 908

Treasury shares Group reservesTranslation

differences Net income,

Group share

Shareholders'

equity

Capital Additional paid-in capital

Group share


Shareholders' equity at 1 January 2011 9 616 118 447 (201) 26 625 (894) 14 810 168 403

Income for the period*** 15 619 15 619

Change in translation differences 3 785 3 785

Changes in fair value of hedging instruments, net of tax 77 77

Other comprehensive income - - - 77 3 785 - 3 862

Comprehensive income for the period - - - 77 3 785 15 619 19 481

Appropriation of income - - - 14 810 - (14 810) -

Dividends paid 16 507 - (641) - - (118)

Capital increase 1 926 45 641 - - - - 47 566

Stock options exercised - - - - - - -

Stock option benefits - - - 180 - - 180

Change in treasury shares - - 201 - - - 201

Non-controlling interests acquired - - - - - - -

Total transactions with shareholders 1 942 46 147 201 14 349 - (14 810) 47 830

Shareholders' equity at 31 December 2011 11 558 164 594 41 051 2 891 15 619 235 714

Net income,

Group shareTreasury shares Group reserves

Translation

differences

Shareholders'

equity




Equity attributable to non-controlling interests

Total shareholders’ equity***


Shareholders' equity at 1 January 2012 235 714 416 (51) 9 374 236 088

Income for the period*** 9 012 16 16 9 028

Change in translation differences 3 029 - (1) - (1) 3 028

Changes in fair value of hedging instruments, net of tax 99 - - - - 99

Other comprehensive income 3 128 - (1) - (1) 3 127

Comprehensive income for the period 12 140 - (1) 16 15 12 155

Appropriation of income - 9 - (9) - -

Dividends paid (771) - - - - (771)

Capital increase - - - - - -

Stock options exercised 277 - - - - 277

Stock option benefits 109 - - - - 109

Change in treasury shares (561) - - - - (561)

Non-controlling interests acquired - - - - - -

Total transactions with shareholders (946) 9 - (9) - (946)

Shareholders' equity at 30 June 2012 246 908 425 (52) 16 389 247 297

Shareholders'

equity

Total

shareholder

s’ equity***Net income for

the period

Attributable to non-controlling interests

Reserves

Shareholders'

equity

Translation

differences

Total shareholders’ equity***


Shareholders' equity at 1 January 2011 168 403 408 (56) 8 360 168 763

Income for the period*** 15 619 9 9 15 628

Change in translation differences 3 785 - 5 - 5 3 791

Changes in fair value of hedging instruments, net of tax 77 - - - - 77

Other comprehensive income 3 862 - 5 - 5 3 868

Comprehensive income for the period 19 481 - 5 9 14 19 495

Appropriation of income - 8 - (8) - -

Dividends paid (118) - - - - (118)

Capital increase 47 566 - - - - 47 566

Stock options exercised - - - - - -

Stock option benefits 180 - - - - 180

Change in treasury shares 201 - - - - 201

Non-controlling interests acquired - - - - - -

Total transactions with shareholders 47 830 8 - (8) - 47 830

Shareholders' equity at 31 December 2011 235 714 416 (51) 9 374 236 088

Shareholders'

equity

Translation

differences

Shareholders'

equity

Total

Shareholder

s’ Equity*** ReservesNet income for

the period

Attributable to non-controlling interests




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 GENERAL INFORMATION

1.1 Half-year operating highlights

1.1.1 Acquisition of Pektowin

Naturex announced in January 2012 the acquisition of 100% of the capital of Pektowin, a Polish

company specialised in fruit and vegetable pectins and concentrated juices.

ZPOW Pektowin SA (Pektowin) is a Polish company located in Jaslo (southeast of Poland), specialised

in the production of apple and citrus pectins and fruit and vegetable concentrated juices plus, to a

lesser extent, the preparation of processed foods.

This acquisition fits perfectly with the Group’s strategy to accelerate its international development,

expand its product line and strengthen its industrial presence, especially in emerging countries.

Furthermore it allows Naturex, not only to reinforce its plant and equipment in the pectin area, but

also to take advantage of a major expansion capacity in order to best meet customers’ needs.

This acquisition is accompanied by the opening of a sales office in Warsaw (Poland). The commercial location of Naturex in Warsaw and the current penetration of Pektowin in the Polish food industry will significantly strengthen the presence of the Group in Eastern Europe with a broader customer base, and encourage locally the promotion and the marketing of all its product lines.

The acquisition of Pektowin was finalized by the signature of 11 January 2012, confirming the lifting

of the standard conditions precedent related to the privatization of ZPOW Pektowin SA (Pektowin) in

favour of Naturex.

Naturex immediately replaced the administrative bodies of Pektowin, marking a first step in the

integration of the company consolidated by the Group as of 1 January 2012.

The acquisition cost (equivalent to the acquisition price) of €5.6 million resulted in a provisional

amount in goodwill of €2 million at 30 June 2012.

1.1.2 Acquisition of the Valentine companies

Naturex announced the acquisition of Valentine, an Indian company specialised in the production of

fruit and vegetable powders plus natural colours for the food processing industry. Valentine is

comprised of Valentine Agro Ltd. and Valentine Foods Ltd.

An Indian company created in 1994 and specialised in the production of natural colours (annatto,

turmeric, etc.) and fruit and vegetable powders (tomato, beet, etc.)., Valentine employs 40 people

and has two plants near Mumbai.




In conjunction with this acquisition, Naturex has established a purchasing office in order to take

better advantage of the country’s wealth of raw materials across the entire Group.

This acquisition fits perfectly with Naturex's strategy for developing in emerging countries. Naturex

has in this way significantly strengthened its commercial presence in India that account for the major

share of Valentine's revenue. This first industrial set-up in Asia will supplement the Group's regional

production centres in Europe and in the Americas, in particular for natural colours. With its expertise

in formulation and spray drying processes, Valentine has developed over the years a loyal customer

base of major names in the Indian food industry that include both local companies and subsidiaries

of multinationals.

At 30 June 2012 Naturex held 91.68% of the shares of Valentine Agro Private Ltd. and 100% of the

shares of Valentine Foods Private Ltd. The acquisition of the total amount of Valentine Agro Private

Ltd.'s shares will be definitively completed in the 2012 second half.

These two companies were fully consolidated on 1 April 2012.

The acquisition price of €3.9 million for Valentine Agro and €1.8 million for Valentine Foods resulted

in a provisional amount for goodwill of €3.4 million and €1.7 million respectively at 30 June 2012.

1.1.3 Acquisition of the Burgundy companies

In October 2011 Naturex acquired Burgundy, specialised in the production and commercialisation of

plant extracts for the nutraceutical, pharmaceutical and cosmetic industries, whose sales were

consolidated as of 1 October 2011.

This acquisition both strengthened the Group's industrial base by the addition of two new production

sites and increased its ability to meet customer needs by developing expertise in the nutraceutical,

pharmaceutical and personal care markets through its complementary product portfolio (active

substance master files, new botanical extracts, active ingredients).

At 31 December 2011, the consolidation was substantially finished, ending with simplified merger

procedure (transmission universelle de patrimoine) entailing the transfer of all assets and liabilities

from the French company to Naturex SA on 1 January 2012. The business combination of Burgundy’s

Spanish entity with Naturex SL is planned in the second half of 2012.

Burgundy France and Burgundy Iberia were consolidated by Naturex Group in the 2012 first half.




1.2 Subsequent events

1.2.1 Acquisition of ITRAD

Naturex acquired all the ownership interest of the Abidjan-based Ivory Coast company ITRAD,

specialised in aril harvesting for the food industry for a total amount of £54,000.

In light of the acquisition date that was close to 30 June 2012 and the non-material nature of the

operations of this company for the reporting period, it will be fully consolidated in the second half of

2012.

NOTE 2 INFORMATION ON CONSOLIDATION

Consolidated subsidiaries and basis of consolidation

At 30 June 2012, the Group's consolidated operations included the following companies:

Company name AddressControlling

interest (%)

Ownership

interest (%)Consolidation method

Naturex SA

Site d'Agroparc - BP 1218

84911 Avignon Cedex 9

France

Siret No. 384 093 563 000 29

APE code: 2053Z

N/A N/A Full consolidation

Burgundy Iberia

Poligono Industrial Sector Mas Puigvert

Ouest

08389 Palafolls (Barcelona)

Spain

100% 100% Full consolidation

KF Specialty Ingredients Pty Ltd.

9 Garling Road, Kings Park,

NSW 2148,

Australia


Naturex AG

Industriestrasse, 8,

9220 Bischofszell

Switzerland


Naturex Australia Pty Ltd.

9 Garling Road, Kings Park,

NSW 2148,

Australia


Naturex Coöperatief U.A

Lairessestraat 154,

1075 HL Amsterdam,

Netherlands


Naturex Cooperative LLC

2711 Centerville Road,

Suite 400, Wilmington,

DE 19808,

USA


Naturex (South Korea)

Room 503, Leaders Bldg, 274-4, SeoHyun-

dong, BunDang-gu, SeongNam-si, GyeongGi-

do, 463-824

South Korea





Company name AddressControlling

interest (%)

Ownership

interest (%)Consolidation method

Naturex GMBH

Kranhais Süd Zolhafen 24,

50678 Köln

Germany


Naturex Holdings Inc.

2711 Centerville Road,

Suite 400, Wilmington,

DE 19808,

USA


Naturex Inc.

375 Huyler Street

South Hackensack, NJ 07606

USA


Naturex Inc. (Canada)

5955 Airport Road Suite 206

Mississauga L4VIR9, Ontario

Canada


Naturex - Ingredientes Naturais Ltda

Av. Buriti 5391 distrito Industrial

69075-000 Manaus

Brazil


Naturex Ingredientes Naturales S.A. de C.V

Sócrates 128, Int. 103 y 104;

Col. Polanco,

Mexico D.F. 11560

Mexico


Naturex K.K

TKK Bldg. 8th Floor, 1-2, Kanda-

Tomiyamacho, Chiyoda-ku, 101-0043 Tokyo,

Japan


Naturex LLC

15 Krijanovskogo Str. Block 5, Office 211

11728 Moscow,

Russia


Naturex Ltd.

Swadlincote, Derbyshire,

DE12 6JX,

United Kingdom


Naturex Maroc

Technopole Nouasser

BP 42 - 20240 Nouasser

Morocco


Naturex SpA

Via Galileo Ferraris, 44,

21042 Caronno Pertusella (VA)

Italy


Naturex Spain SL

Autovía A3, salida 343. Camino de Torrent

S/N

46930 Quart de Poblet

Spain


Naturex SPRL

Val d'or

Guldelle 96

1200 Brussels

Belgium


Naturex Trading Shanghai Co, Ltd.

Room 318, Building 2 N°8

1305, Huajing Road, Xuhui District

Shanghai, 200231

China


Valentine Agro Private Limited

1-3 Unmesh, 1255 Old Prabhadevi Road,

Mumbai – 400025

India


Valentine Agro Private Limited

1-3 Unmesh, 1255 Old Prabhadevi Road,

Mumbai – 400025

India


ZPOW PEKTOWIN SA

Jasło, ul.//K.K. Baczyńskiego 29,

38-200 Jasło

Poland


Naturex UK

Swadlincote, Derbyshire,

DE12 6JX,

United Kingdom


SCI Les Broquetons

Site D'Agroparc - BP 1218

84911 Avignon Cedex 9

France


The Talin Co Ltd.

Master House, 107 Hammersmith Road

London, W140QH,

United Kingdom


Biopolis

c/ Catedrático Agustín Escardino, 9 Edif. 2

Parc Científic Universitat de Valencia

46980 Paterna (Valencia)

Spain

25% 25% Not consolidated




Changes in Group structure in the period

Three companies were consolidated for the first time in the 2012 first half:

- Valentine Agro Private Limited (India) acquired and 91.68%-held by Naturex SA; - Valentine Agro Private Limited (India) acquired and wholly owned by Naturex SA; - ZPOW Pektowin SA (Poland) acquired and wholly owned by Naturex SA.

Their contribution to income and shareholders' equity for the period is disclosed in Note 6.

Because the impact of these acquisitions on the Group structure is less than 25%, the Group has not

produced pro forma financial statements.




2.3 Organisational structure

100% 100%

100% 100%

0,01%

100% 99,99%

100% 100%

100% 100%

100% 100%

100% 100%

100%

99%

96,30%

100%

100%

100%

100%

100%

100%

100%

100%

91,68%

100%

United States United States

NATUREX S.AFrance

NATUREX Holdings Inc NATUREX Inc

NATUREX AG NATUREX Cooperative LLC

Switzerland United States

NATUREX Spain SL NATUREX Coöperatief U.A

Spain Netherlands

NATUREX Trading Shanghai Co, Ltd NATUREX Ingredientes Naturais Ltda

China Brazil

NATUREX SpA KF Specialty Ingredients Pty Ltd

Italy Australie

NATUREX Sprl NATUREX Australia Pty Ltd

Morocco

Belgium Australia

NATUREX GmbH NATUREX Ltd

Germany United Kingdom

NATUREX LLC The Talin Co. Ltd

Russia United Kingdom

NATUREX Maroc S.A

BURGUNDY Iberia SAU

Spain

SCI Les Broquetons

Korea

France

NATUREX UK Ltd

United Kingdom

NATUREX Ingredientes Naturales SA de CV

Mexico

NATUREX Inc

Canada

NATUREX K.K

Japan

NATUREX

Zpow PEKTOWIN S.A

Poland

VALENTINE Agro Private Ltd

India

VALENTINE Foods Private Ltd

India

Europe / Africa

Americas

Asia / Oceania

Geographical area




2.4 Affiliates and equity investments

No consolidated company included in the Group structure is a shareholder or affiliate of an ad hoc

entity.

2.4.1 Sanavie

An official notice (Feuille Officielle Suisse du Commerce or FOSC) of 10 February 2012 announced, by

decision of the Eastern Vaud District Court of 30 June 2011, the declaration of bankruptcy of the

company effective as of said date.

All assets of the Company were written off in previous periods.

As Naturex Group has not taken on any commitments beyond its initial investment, this dissolution

has not resulted in any additional losses for the Group.

2.4.2 Biopolis

During the business combination with Natraceutical’s Ingredients Division, the Group acquired a

24.9% stake in the research and development company Biopolis SL.

Since the Group has no significant influence on Biopolis, this equity investment is accordingly

presented under financial assets.

NOTE 3 COMPLIANCE STATEMENT

The interim condensed financial statements have been prepared in accordance with IAS 34 – Interim

Financial Reporting. As such, they do not include all disclosures required for complete annual

financial statements and must in consequence be read in conjunction with the Group's consolidated

financial statements published for the fiscal year ended 31 December 2011 (available at the website

www.naturex.com).

The interim condensed consolidated financial statements have been drawn up according to the

principles for recognition and measurement for IFRS accounts as adopted by the European Union on

this date.

These interim condensed financial statements were prepared under the responsibility of the Board of

Directors of 30 August 2012.




NOTE 4 ACCOUNTING PRINCIPLES AND METHODS

New standards and interpretations in issue not yet adopted

The accounting methods applied by the Group in the interim condensed financial statements are

identical to those used for the consolidated financial statements for the period ended 31 December

2011.

Note new standards or interpretations in effect have had an impact on the interim financial

statements. Furthermore, the Group does not anticipate a material impact from the new standards

and interpretations in issue but not yet applied with the exception of amended IAS 19 whose

application is mandatory for periods commencing on or after 1 January 2013 and concerning the

recognition of actuarial gains and losses under items of comprehensive income for which the

amounts are disclosed in Note 13.

4.2 Estimates and judgements

When drawing up consolidated financial statements, assumptions, estimates or assessments are

sometimes needed to establish certain data shown in the financial statements, particularly when it

comes to calculating provisions and carrying out impairment tests. These assumptions, estimates or

assessments are established on the basis of the information available or actual situations when the

accounts are closed. They are also based on past experience and various other factors.

Underlying estimates and assumptions are based on past experience and other factors that are

deemed to be plausible in light of the circumstances. They in turn serve as a basis for establishing the

carrying amounts of assets and liabilities, which cannot be directly ascertained from other sources.

Actual values can differ from estimated amounts.

Underlying estimates and assumptions are constantly re-examined. The impact of changes in

accounting estimates is recognised during the period in question when only that period is affected,

or during the period and any subsequent periods where the latter are also affected by the change.

All information on the main areas of uncertainty related to the estimates and judgements made in

applying the accounting methods liable to have the most significant impacts on the amounts

recognised in the financial statements, is reported in the following notes:

Note 5.1 Valuation rules and methods - Goodwill Note 5.4 Valuation rules and methods – Inventories




4.3 Seasonal effects

Naturex’s activities have a very limited exposure to seasonal effects.

While the supply of certain raw materials is dependent on harvesting times, it is essentially spread

over the full year with a slight peak in spring and at the start of summer. The supply of extracts is not

affected at all by any seasonal effects.

Group sales are also globally unaffected by any seasonal effects. Certain specific product ranges are

subject to seasonal effects, such as colouring agents and flavourings for drinks in the Food &

Beverage Division in spring and summer, and a few of the Nutrition & Health product ranges, which

record higher growth in autumn and winter. Overall, these products offset each other and the

Group’s product mix is such that it is not exposed to any marked seasonal impact.

4.4 Initial recognition of assets and liabilities

The closing date for all annual financial statements is 31 December. The closing date for individual

financial statements of the Valentine companies, consolidated for the first time on 1 April 2012, was

31 March. For the purposes of consolidation, these companies will consequently provide financial

statements with a closing date of 31 December.

The condensed consolidated financial statements include the financial statements of the parent

company as well as those companies controlled by the parent at the end of the reporting period. The

notion of control in this context is taken to mean the power to define and manage the financial and

operational strategies of a company in order to benefit from its activities. The subsidiaries over which

the group exercises control, whether directly or indirectly, are fully consolidated.

Foreign currency transactions

Transactions are booked at the historic exchange rate when they are carried out.

The gains/losses on foreign exchanges resulting from these conversions are recognised in the income

statement, except for a financial liability designated as a hedge for a net investment in a foreign

entity or instruments characterised as cash flow hedges, which are recognised as other items in

comprehensive income.

When the settlement of a monetary item, which is a receivable from (or a payable to) a foreign

operation, is not scheduled or likely in the foreseeable future, the resulting foreign exchange gains

and losses are considered to be part of the net investment in the foreign operation and are

recognised as other items in comprehensive income and are presented in the translation reserve.

Translation of financial statements expressed in foreign currencies

The financial statements of the Group's foreign subsidiaries are held in their functional currency.




The balance sheets of companies whose functional currency is not the consolidation currency are

converted into euros at the closing exchange rate, except for shareholders' equity, which is

converted at its historical exchange rate.

Income statements are converted at the average exchange rate for the period, which, major

fluctuations aside, is generally close to the exchange rate at the transaction date.

Translation differences are recorded separately in the "Translation adjustments" line item under

shareholders' equity. They include the impact of changes in exchange rates on assets and liabilities

and the difference between income calculated based on the average exchange rate and income

calculated based on the closing exchange rate.

Goodwill and fair value adjustments arising from the acquisition of subsidiaries whose functional

currency is not the euro are considered as assets and liabilities of the subsidiary. They are therefore

expressed in the subsidiary's functional currency and converted at the closing exchange rate.

The closing exchange rates used are as follows:

30-juin-12 31-déc-11 30-juin-11

Austra l ia EUR / AUD 1,2381 1,2723 1,3485

Brazi l EUR / BRL 2,6169 2,4342 2,2601

Canada EUR / CAD 1,2894 1,3215 1,3951

China EUR / RMB 7,9490 8,1625 9,3416

South Korea EUR / KRW 1 457,9900 1 498,6900 1 543,1900

India EUR / INR 70,7204

Japan EUR / JPY 100,0400 100,2000 116,2500

Morocco EUR / MAD 11,1781 11,1505 11,3111

Mexico EUR / MXN 16,9596 18,0512

Poland EUR / PLN 4,2611

Russ ia EUR / RUB 41,7047 41,6714 40,4000

Switzerland EUR / CHF 1,2016 1,2156 1,2071

UK EUR / GBP 0,8055 0,8353 0,9025

USA EUR / USD 1,2578 1,2939 1,4453

Country CurrenciesClosing exchange rate




The average exchange rates used are as follows:

NOTE 5 VALUATION RULES AND METHODS

5.1 Goodwill

Pursuant to the revised IFRS 3 accounting standard, during a business combination, the Group

measures goodwill as the fair value of the counterparty transferred (including the fair value of any

equity investments previously held in the acquired company) plus the amount recognised for any

equity investments that do not confer control of the acquired company, less the net amount

recognised (generally the fair value) of the identifiable assets acquired and liabilities assumed. All of

these items are measured at the acquisition date. When the difference is negative, a profit on the

acquisition at advantageous conditions is immediately recognised in the income statement.

The Group chooses on a transaction-by-transaction basis, to value on the acquisition date any equity

investment that does not confer control, either at fair value or at the share of the acquired

company’s net identifiable assets.

30-juin-12 31-déc-11 30-juin-11

Austra l ia EUR / AUD 1,2629 1,3452 1,3549

Brazi l EUR / BRL 2,4346 2,3094 2,2881

Canada EUR / CAD 1,3110 1,3925 1,3985

China EUR / RMB 8,2475 8,9270 9,2406

South Korea EUR / KRW 1 457,9900 1 498,6900 1 543,1900

India EUR / INR 69,1447

Japan EUR / JPY 103,6348 110,8108 117,4739

Morocco EUR / MAD 11,1812 11,3230 11,3525

Mexico EUR / MXN 17,3956 18,0512

Poland EUR / PLN 4,2426

Russ ia EUR / RUB 39,6392 40,9021 40,3950

Switzerland EUR / CHF 1,2059 1,2376 1,2738

UK EUR / GBP 0,8266 0,8738 0,8700

USA EUR / USD 1,3082 1,4036 1,4086

Country CurrenciesAverage exchange rate




For acquisitions completed prior to 1 January 2010, the goodwill represents the surplus of the

acquisition cost compared to the Group’s share in the amounts recognised (generally at fair value)

for assets, liabilities and contingent liabilities.

Acquisition-related costs, other than those related to the issue of a debt or equity securities the

Group would incur due to the business combination, were accounted for in the acquisition cost.

Goodwill is allocated to the Group’s cash generating units (CGUs).

The CGUs adopted by the Group correspond to the three operating segments described in Note 5.10:

- Americas; - Europe, Africa, Russia; - Asia.

In accordance with revised IFRS 3 governing "Business combinations", goodwill is not amortised. It is

subject to an impairment test as soon as there is any indication of impairment and at least once a

year.

In accordance with IAS 36, the method used by the Group to test impairment of assets involves:

- Establishing after tax cash flows based on the strategic plan of the CGU in question;

- Determining the asset’s value in use comparable to the company valuation method by discounting cash flows (DCF) according to the sector’s weighted average cost of capital (WACC); and

- Comparing this value in use to the asset’s carrying amount to determine whether there is impairment or not.

The value in use is determined based on discounting forecasted future operating cash flows over a 5-

year period plus a terminal value without applying a perpetuity growth rate. The discount rate used

in these calculations is the WACC after capital tax.

At 30 June 2012, no indications of impairment were identified that might alter the results obtained at

31 December 2011.

5.2 INTANGIBLE ASSETS (EXCLUDING GOODWILL)

Research and development

Research expenditures incurred for the purposes of gaining understanding and new scientific or technical knowledge are expensed when incurred. Development activities imply the existence of a production plan or model for new products and

processes or for substantial improvements to them. Development expenditures are capitalised if and

only if the costs can be measured reliably and the Group can demonstrate the technical and

commercial feasibility of the product or process, the existence of likely future economic benefits and

its intention as well as the availability of sufficient resources to complete the development and use

or sell the asset. Expenditures recognised as assets include the costs of materials, direct labour and




overheads directly attributable and necessary to prepare the asset to be used as scheduled plus the

capitalised borrowing costs. Other development expenditures are expensed when incurred.

Development expenditures recorded under assets are recognised at cost, less any cumulative

amortisation and impairment.

Other intangible assets acquired are recognised at cost, less any cumulative amortisation and

impairment.

Estimated useful lives are as follows:

5.3 Property, plant and equipment

Property, plant and equipment are valued at cost, less any cumulative depreciation and impairment.

Depreciation is expensed according to the straight-line method over the estimated useful life of each

tangible asset.

Estimated useful lives are as follows:

Leasing contracts that result in the transfer to the Group of substantially all the risks and rewards

incidental to ownership of an asset are classified as finance leases.

Investment grants are recognised as deferred income and recorded in income symmetrically over the

asset’s useful life.

Grants that offset costs incurred by the Group are recognised symmetrically in income over the

period during which the costs are recognised.

Fixed asset category Useful l i fe

Customer goodwi l l Stra ight-l ine: 12

Software Stra ight-l ine: 3 to 5 years

Patents Stra ight-l ine: 10 to 20 years

Trademarks Stra ight-l ine: 4 to 5 years

Development expenditure Stra ight-l ine: 5

Fixed asset category Useful l i fe

Bui ldings on own land Stra ight-l ine: 15 to 20 years

Bui ldings on the leasehold property Stra ight-l ine: 10 to 20 years

Plant, machinery and equipment Stra ight-l ine: 5 to 10 years

Other tangible assets Stra ight-l ine: up to 10 years




5.4 Inventories

The cost of inventories is evaluated by batch at the cost price and includes the purchase costs for raw

materials, production or transformation costs, the appropriate share of the indirect costs based on

the normal production capacity and the other costs incurred to transport the inventories to their

current location and state.

Inventories are valued at the lower of the cost and the net realisable value.

5.5 Financial instruments

5.5.1 Non-derivative financial assets

Non-derivative financial assets held by the Group include deposits and guarantees, non-consolidated

securities, receivables, cash equivalents and available-for-sale financial assets.

Deposits and guarantees and non-consolidated securities

Financial assets consist of deposits and guarantees and non-consolidated securities. They are

recognised at fair value and, in the rare cases when the fair value cannot be obtained, they are

valued at historical cost.

When there is an objective indication of impairment, significant and sustainable impairment is

recognised on the income statement.

Trade and other receivables

Accounts receivable are valued at their fair value when they are first booked and then at their

amortised cost, less any impairment. A provision for impairment is recognised when there is a

collection risk (even partial) on receivables.

Cash and cash equivalents

Cash and cash equivalents include liquidities, bank current accounts, very short-term marketable

securities readily convertible into liquidities and which are subject to an insignificant risk of changes

in value.




5.5.2 Non-derivative financial liabilities

Financial liabilities include borrowings and bank overdrafts.

Except when hedged for fair value, financial liabilities are valued at amortised cost according to the

effective interest rate method.

5.5.3 Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its exposure to interest and foreign

exchange rates.

When the hedge is initially designated, the Group formally documents the relationship between the

hedging instrument and the hedged instrument, the risk management objectives and the strategy

followed when the hedge is set up, as well as the methods that will be used to assess the

effectiveness of the hedging relationship. The Group assesses, when the hedging relationship is set

up and continuously, if it expects the hedging instruments to be "highly effective" at offsetting the

changes in fair value or cash flows of the hedged items over the period for which the hedge is

designated.

For a cash flow hedge related to a planned transaction, it must be highly likely that the transaction

will take place and this transaction must include exposure to changes in cash flow that could end up

impacting the result.

Derivatives are recognised initially at fair value. After the initial recognition, derivatives are valued at

fair value and the resulting variations are recognised using the methods described above.

Cash flow hedges

When a derivative is designated as a hedging instrument in a hedge of cash flow variations that can

be attributed to a particular risk associated with a recognised asset or liability or with a planned

transaction that is highly likely and that could impact the result, the effective portion of the changes

in the fair value of the derivative is recognised in other items of comprehensive income and is shown

in the hedging reserve in shareholders' equity. The amount recognised in other items of

comprehensive income is removed and included in the income statement for the period during

which the hedged cash flow impacts earnings; this amount is recognised on the same line of

comprehensive income as the hedged item.

Any ineffective portion of the changes in the derivative’s fair value is immediately recognised in the

income statement.

The Group has set up interest rate swaps to cover its risks on cash flows.




Fair value hedging

A fair value hedge covers changes in the fair value of a recognised asset or liability, or of a non-

recognised firm commitment, which can impact earnings.

For hedging the fair value of existing assets and liabilities, the hedged portion of these items is valued

on the balance sheet at its fair value. The change in this fair value is recognised on the income

statement where it is offset by the symmetric changes in the fair value of the hedging instruments.

In order to hedge its foreign exchange risk, the Group has set up foreign exchange hedges on its

borrowings in foreign currencies.

5.6 Discontinued operations, assets and liabilities held for sale

In accordance with IFRS 5, assets and liabilities held for immediate sale in their present condition,

and consequently whose sale is highly probable, are shown on the balance sheet as assets and

liabilities held for sale. When a group of assets is held for sale in a single transaction, the group and

all related liabilities are recognised as a single unit. The sale must take place within one year of the

asset or group of assets being so recognised.

The assets or group of assets held for sale are valued at the lowest price between their net carrying

amount and the net fair value of the cost of the sale. Non-current assets shown on the balance sheet

as held for sale are no longer depreciated once they are presented as such.

Income from discontinued operations is presented separately from income generated by ongoing

operations and their cash flows are presented on a distinct line on the cash flow statement.

5.7 Employee benefits

Post-employment benefits granted by the Group vary according to the legal obligations and the

policy of each subsidiary in this matter. They include defined contribution and defined benefit

schemes.

With regards to defined contribution schemes, the Group's obligations are limited to the payment of

periodical contributions to outside organisations that provide the administrative and financial

management for them. The expenses recognised for these plans correspond to the contributions

paid during the period of reference.

In accordance with IAS 19, only defined benefit schemes create future commitments for the Group.

They are comprised of the obligations that result from retirement plans and severance

compensation.

Independent actuaries value these commitments periodically, based on assumptions that can vary

over time. In most cases, these obligations are pre-financed by employer and employee contributions

through external funds, which form separate legal entities for which the investments are subject to

fluctuations in the financial markets.




The Group recognises, for defined benefit schemes, net actuarial gains and losses and total

expenditures for defined contribution schemes as payroll expense.

5.8 Provisions

A provision is booked when the Group has a current legal or implicit obligation resulting from a past

event, when the obligation can be estimated in a reliable manner and when it is likely that an outflow

of resources representing economic benefits will be necessary in order to settle the obligation. The

amount of the provision is determined by discounting expected future cash flows at the pre-tax rate

reflecting the market’s current assessments of the time value of money and the specific risks

concerning this liability. The impact of the accretion is recognised as a financial expense.

5.9 Asset sales

The proceeds from asset sales are recognised in the income statement when substantially all the

significant risks and rewards incident to ownership of the assets have been transferred to the buyer.

Consolidated revenue consists of the total sales (excluding tax) resulting from the ordinary activities

of consolidated group companies, after elimination of internal transactions.

5.10 Segment information

Pursuant to IFRS 8 concerning segment information, the Group defines an operating segment as a

component of an entity:

o That engages in business activities from which it may earn revenues and incur expenses, o Whose operating income is reviewed regularly by the entity's chief operating decision-maker

to make decisions about allocating resources to the segment and to assess its performance, and

o For which discrete financial information is available.

The internal reporting system made available to Naturex's chief operating decision makers, thus the

Chief Executive Officer, is structured in the same way as the Group's management organisation

which is based on the following three geographic regions:

o Americas: including Naturex Inc., Naturex Ingredientes Naturais Ltda (formerly Exnama), Naturex Inc. Canada and Naturex Ingredientes Naturales S.A de C.V;

o Europe, Africa: including the companies in the Naturex SA group, Naturex Spa, Naturex Ltd (formerly Overseal Natural Ingredients), SCI Les Broquetons, Naturex Maroc, Naturex UK Ltd, Naturex AG (formerly Obipektin AG), Naturex SL (formerly Xerutan SL), Naturex GMBH, Naturex SPRL, Naturex LLC (formerly Natraceutical Russia OOO), Burgundy Iberia and Pektowin; and

o Asia: including Group companies Naturex Trading Shanghai, KF Specialty Ingredients Pty Ltd (formerly Kingfood Australia Pty Ltd), Naturex Australia Pty Ltd, Naturex Japan, Naturex Korea and Valentine Agro Ltd et Valentine Foods Ltd.

The Group identifies and presents its operating segments based on the information reported to the

Group's management.




5.11 Income tax

Income tax includes current and deferred tax. Current tax payable and deferred taxes are recognised

in the income statement except when they are attached to a business combination or to items that

are recognised directly as shareholders' equity or as other items in comprehensive income.

Current tax is (i) the estimated amount of the tax owed (or receivable) for the taxable profit (or loss)

for a period, determined by using the income tax rates that have been adopted or practically

adopted on the reporting date, and (ii) any adjustment in the amount of the tax payable for prior

periods. Current tax also includes any tax liabilities generated by the declaration of dividends.

Accounting treatments or corrections carried out in the consolidation can result in a change in the

results of the consolidated companies. The timing differences that appear on the balance sheet

between the consolidated values and the tax values of the corresponding assets and liabilities give

rise to the calculation of deferred taxes.

In accordance with IAS 12, the Group presents deferred taxes on the consolidated balance sheet

separately from the other assets and liabilities. Deferred tax assets are written to the balance sheet

when it is more likely than not that they will be recovered in later years. Deferred tax assets and

liabilities are not discounted.

In order to assess the Group’s ability to recover these assets, the following items in particular are

taken into account:

- Forecasts of future taxable income; and

- History of taxable income for prior years.

Deferred tax assets and liabilities are valued using the balance sheet liability method (i.e.; using the

tax rate that is expected to be applied over the period when the carrying amount of the asset or

liability is recovered or settled, based on the income tax rate (and tax regulations) that have been

adopted or practically adopted at the closing date, taking any future increases or decreases in the

rates into account.

The valuation for deferred tax assets and liabilities reflects the tax consequences that would result

from the way the company expects, on the closing date, to recover or settle the book carrying

amount of these assets and liabilities.

5.12 Earnings per share

Earnings and diluted earnings per share are presented for total net income.

Basic earnings per share are calculated by dividing the net income for the period attributable to

shareholders by the average number of ordinary shares outstanding in the period, adjusted for

treasury shares.




When calculating diluted earnings per share, the net profit attributable to shares and the average

number of shares outstanding are adjusted for the effects of all the potentially dilutive ordinary

shares.

5.13 Employee equity compensation

In accordance with IFRS 2 "Share-based compensation," the fair value of subscription or purchase

options and offers reserved for employees concerning Group shares are valued on the day they are

granted.

The value of subscription and purchase options is based on the strike price, the probability that the

conditions will be met for exercising the option, the lifespan of the option, the current price of the

underlying shares, the expected volatility of the share price, the expected dividends and the risk-free

interest rate over the option’s lifespan. This value is recorded as a payroll expense on a straight-line

basis over the period the rights are acquired with a direct counterparty in shareholders’ equity for

plans that are settled in shares and as debt vis-à-vis personnel for plans that are settled in cash.

NOTE 6 BUSINESS COMBINATIONS

6.1 Burgundy

In October 2011, the Group acquired 100% of the share capital and voting rights of Burgundy, a

French company specialised in the production and commercialisation of plant extracts for the

nutraceutical, pharmaceutical and cosmetic industries, itself the 100% parent of Burgundy Iberia, for

a fixed price of €6 million euros fully paid in cash.

The Burgundy companies were consolidated on 1 October 2011. Effective 1 January 2012, the date of

the simplified merger procedure (transmission universelle de patrimoine or TUP), Burgundy France

was transferred in full to Naturex SA.

The pre-acquisition carrying amounts were determined based on the IFRS standards applicable at the

acquisition date. Contingent assets and liabilities were recognized at their fair value on the

acquisition date (see note 5 – methods and valuations used to determine fair value).

The provisional allocation of the acquisition price and the assets and liabilities recognised for this

business combination break down as follows:




The main fair value adjustments are described hereafter:

(a) The value of buildings and land was provisionally estimated at €6.8 million, until independent

appraisers can determine their fair value in the 2012 second half. This value includes the

valuation of a property finance lease for €836,000.

(b) The fair value of financial asset instruments was valued at €59,000.

(c) Impairment losses are recognized for inventories of €790,000 in connection with two below

cost sales contracts.

(d) Estimated financial debt relating to restated financial leases was €796,000.

(e) Trade payables increased €71,000 on remeasurement in light of various provisions for

accrued invoices and severance payments.

(f) Adjustments in value resulted in the recognition of deferred taxes, calculated according to

the rates of the countries to which they relate, amounting to €285,000 in deferred tax assets

and €633,000 in deferred tax liabilities.

in €000s

Carrying

amounts

acquired

Fair value

adjustments

Descriptive

note

Values

recognised at

acquisition date

Property, plant and equipment 3 921 2 836 (a) 6 757

Intangible assets 106 - 106

Long-term investments 102 - 102

Financial instruments - assets - 59 (b) 59

Inventories 3 079 (790) (c) 2 289

Trade and other receivables 7 638 - 7 638

Deferred tax assets 285 (f) 285

Cash and cash equivalents (748) - (748)

Borrowings (7 812) (796) (d) (8 607)

Deferred tax liabilities - (633) (f) (633)

Provisions (72) 6 (67)

Trade and other payables (9 791) (71) (e) (9 862)

Tax payables (46) - (46)

Identifiable net assets and liabilities (3 622) 896 (2 726)

Goodwill from the acquisition 8 714

Consideration paid in cash 5 988

Net cash acquired (748)

Net cash outflow 6 736




The goodwill recognised at the acquisition date primarily relates to the expected synergies from the

integration of these two companies with the Group’s activity in the production and distribution of

specialty natural extracts. Pursuant to IFRS 3, goodwill may be revised within the 12 months

following the acquisition.

6.2 Pektowin

In January 2012, the Group acquired 100% of the capital and voting rights of the Polish company

Pektowin, whose main activity is the production of fruit and vegetable concentrated juices plus the

preparation of processed foods (fruit wines, tinned foods) for the Polish distribution sector, for a

fixed price of €5.6 million paid in full in cash.

Before the acquisition, this company had revenue of €11.6 million in fiscal 2011 including €7.7 million

(66%) relating to Naturex Group's core business.

Pektowin was consolidated by the Group on 1 January 2012. For the consolidation period, Pektowin

generated revenue of €2.5 million and a net loss of €0.2 million.









The main fair value adjustments are described hereafter:

(a) Impairment losses of €223,000 were recognized for fixed assets relating to non-strategic

businesses.

(b) Inventories were measured at fair value for €3.7 million.

(c) Adjustments resulted in the recognition of deferred tax assets of €66,000 calculated

according to the tax rate applicable in Poland.

Goodwill recognised at the acquisition date primarily relates to the expected synergies from

Pektowin's integration with the Group’s activity in the production and distribution of pectins.

Pursuant to IFRS 3, goodwill may be revised within the 12 months following the acquisition.

6.3 Valentine

In March 2012, Naturex acquired Valentine, an Indian company specialised in the production of fruit

and vegetable powders plus natural colours for the food processing industry that before the

acquisition had revenue of approximately €1.9 million on a 12 month rolling basis. Valentine is

comprised of Valentine Agro Ltd. and Valentine Foods Ltd.

At 30 June 2012 Naturex held 91.68% of the shares of Valentine Agro and 100% of the shares of

Valentine Foods Ltd.

in €000s

Carrying

amounts

acquired

Reclassificatio

ns

Fair value

adjustments

Descriptive

note

Values

recognised at

acquisition date

Property, plant and equipment 3 172 (223) (a) 2 948

Intangible assets 3 - 3

Long-term investments - - -

Inventories 3 801 32 (99) (b) 3 734

Trade and other receivables 898 (32) (9) 857

Deferred tax assets 20 66 (c) 86

Cash and cash equivalents (47) - (47)

Borrowings (2 221) 2 221 - -

Deferred tax liabilities (4) (4)

Provisions (900) (900)

Trade and other payables (792) (2 245) (16) (3 053)

Tax payables (24) 24 - -

Identifiable net assets and liabilities 3 905 () (281) 3 623








These two companies were fully consolidated on 1 April 2012. Since 1 April 2012, the Valentine

companies have contributed €422,000 in revenue and €83,000 in net income.




In light of the binding commitment to acquire the remaining 8.32% of the Valentine Agro shares, in

accordance with IFRS 3 the company was fully consolidated. In consequence, €352,000 in financial

debt was recognised for the fair value of the firm option to acquire the company's shares.






6.3.1 Valentine Agro

in €000s

Carrying

amounts

acquired

Fair value

adjustments

Values

recognised at

acquisition date

Property, plant and equipment 998 998

Intangible assets 81 81

Long-term investments 11 11

Inventories 510 510

Trade and other receivables 335 (6) 329

Current tax receivables 15 15

Deferred tax assets () 2 2

Cash and cash equivalents (437) (437)

Borrowings (355) (355)

Deferred tax liabilities (114) (114)

Provisions - -

Trade and other payables (220) (220)

Tax payables (24) (24)

Identifiable net assets and liabilities 801 (4) 796



Consideration*** recognised as short-term financial debt 352






6.3.2 Valentine Foods

Fair value adjustments for Valentine Agro and Foods concern provisions for the impairment of trade

receivables and related deferred tax assets.

Goodwill recognised at the acquisition date primarily relates to the expected synergies from the

integration of these two companies with the Group’s activity in the production of natural colours and

fruit and vegetable powders.

Pursuant to IFRS 3, Valentine goodwill may be revised within the 12 months following the

acquisition.

in €000s

Carrying

amounts

acquired

Fair value

adjustments

Values

recognised at

acquisition date

Property, plant and equipment - -

Intangible assets - -

Long-term investments

Inventories 96 96

Trade and other receivables 57 (2) 55

Deferred tax assets () 1 1

Cash and cash equivalents 29 29

Borrowings - -

Deferred tax liabilities - -

Provisions - -

Trade and other payables (120) (120)

Tax payables (8) (8)

Identifiable net assets and liabilities 55 (1) 54



Net cash acquired 29





NOTE 7 GOODWILL

The increase in goodwill in the reporting period results mainly from the acquisitions with goodwill in

€2 million from Pektowin recorded under Europe and €5.2 million from Valentine Agro and Valentine

Foods under Asia.

Goodwill for Europe was also increased by a €1 million fair value adjustments of goodwill from

Burgundy France.

Goodwill is subject to annual impairment tests. As no indications of impairment were identified,

additional impairment tests were not performed in the 2012 first half.

Impairment tests were carried out on 31 December 2011, based on the following assumptions:

5-year cash flows based on the 2011 actual and projections for the next 4 years. These projections are primarily indexed on past experience and adjusted for future medium- and long-term market forecasts.

In view of the international economic context at the end of the year, the Group used rates adapted

to the zones concerned:

After-tax discount rate of 10.69 % for the Europe/Asia zone and 12.42% for the Americas zone, calculated each year based on the WACC (Weighted Average Cost of Capital) method;

A terminal value without a perpetuity growth rate.

The discount rates used are after-tax rates. The application of a rate before tax has no impact when

calculating the value in use of CGUs.

Sensitivity to the discount rate was calculated at 31 December 2011, such that the recoverable value

was equal to the carrying amount. The discount rates obtained were much higher than those used by

the Group (21% for the Europe zone, 74% for the Asia zone and 30% for the Americas zone) and

indicated an absence of risk of impairment.

In €000s

01/01/2012 Fair value

adjustments

First-time

consolidation

Translation

differences30/06/2012

Americas 39 604 - 999 40 603

Europe / Africa / Russia 51 196 1 056 1 984 609 54 845

Asia 2 668 5 198 -124 7 742

Total 93 467 1 056 7 183 1 483 103 188




NOTE 8 NON-CURRENT ASSETS

8.1 Acquisitions and disposals

At 30 June 2012, gross values of fixed assets break down as follows:

The main investments concern production capacity and research and development laboratory

equipment.

At 31 December 2011, gross values of fixed assets break down as follows:

In €000s

Goodwill: 93 467 - 8 238 - 1 483 103 188

Intangible assets: 13 913 5 84 1 244 - 67 15 313

Commercial goodw ill 3 142 - - - - 48 3 189

Softw are and brands 5 118 - 3 457 - 10 5 587

Development expenditure 4 941 - 81 563 - - 5 585

Fixed assets under construction 713 5 - 224 - 10 952

Property, plant and equipment: 160 379 -7 3 946 11 151 -2 695 1 583 174 358

Land 14 042 17 714 300 -1 676 107 13 503

Buildings & improvements 75 051 520 1 760 1 993 -65 694 79 952

Plant, equipment and machinery 58 535 2 747 1 386 1 976 -477 686 64 853

Other tangible assets 8 517 34 85 881 -159 116 9 475

Fixed assets under construction 4 234 -3 325 2 6 001 -317 -19 6 575

Financial assets: 2 374 2 11 552 -453 3 2 488

Equity securities 1 546 - - - -420 - 1 126

Loans 14 - - - -7 7

Deposits and guarantees 814 2 11 552 -26 2 1 355

Total 270 133 - 12 279 12 947 -3 148 3 136 295 347

01/01/2012

First-time

consolidations and

value adjustments

Acquisitions 30/06/2012Inter-account

transfers

Disposals or inter-

account transfers

Translation

differences

In €000s

Goodwill: 83 867 - 7 658 - - 1 942 93 467

Intangible assets: 9 201 - 106 4 571 -79 114 13 913

Commercial goodw ill 2 523 - - 543 - 76 3 142

Softw are and brands 3 688 - 106 1 304 - 21 5 118

Development expenditure 2 762 - - 2 255 -79 3 4 941

Fixed assets under construction 228 - - 470 - 15 713

Property, plant and equipment: 138 388 - 5 921 14 653 -732 2 149 160 379

Land 11 229 - 1 317 1 334 -20 182 14 042

Buildings & improvements 67 474 651 1 861 4 202 -122 984 75 051

Plant, equipment and machinery 51 359 1 255 1 498 3 884 -270 810 58 535

Other tangible assets 6 370 33 150 2 120 -271 115 8 517

Fixed assets under construction 1 956 -1 939 1 095 3 113 -50 59 4 234

Financial assets: 1 931 - 102 393 -64 12 2 374

Equity securities 1 546 - - - - - 1 546

Loans 27 - - - -13 - 14

Deposits and guarantees 358 - 102 393 -51 12 814

Total 233 387 - 13 787 19 617 -875 4 218 270 133

01/01/2011First-time

consolidation Acquisitions 31/12/2011

Inter-account

transfers

Disposals or

decommissioned

assets

Translation

differences




8.2 Amortisation, depreciation and impairment

At 30 June 2012, amortisation, depreciation and impairment on fixed assets break down as follows:

At 31 December 2011, amortisation, depreciation and impairment on fixed assets broke down as

follows:

NOTE 9 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The fair value of the Group's financial instruments is valued when the data from the financial markets

allows for a pertinent estimate of their market value in a non-liquidating context.

Provisions

In €000s

Intangible assets: 4 647 1 114 - - -4 5 757

Commercial goodw ill 427 - 130 - - -11 546

Softw are and brands 2 662 488 - - 7 3 157

Development expenditure 1 558 - 495 - - 2 053

Other intangible assets - - - - - - -

Property, plant and equipment: 57 206 - 6 219 -475 - 731 63 679

Buildings & improvements 18 551 132 2 538 -3 - 167 21 386

Plant, equipment and machinery 34 124 -131 2 942 -341 - 487 37 081

Other tangible assets 4 530 -1 739 -132 - 76 5 212

Financial assets: 1 206 - - -420 - - 786

Equity securities 1 206 - - -420 - - 786

Total 63 059 - 7 332 -896 - 726 70 221

01/01/2012Inter-account

transfersAllowances 30/06/2012

Disposals or

decommissioned

assets

Translation

differences

Provisions

In €000s

Intangible assets: 2 891 21 1 814 -79 - - 4 647

Commercial goodw ill 197 - 242 - - -12 427

Softw are and brands 1 817 26 807 - - 12 2 662

Development expenditure 871 - 765 -79 - - 1 558

Other intangible assets 5 -5 - - - - -

Property, plant and equipment: 46 075 -21 10 856 -464 - 760 57 206

Buildings & improvements 13 776 - 4 595 -9 - 189 18 551

Plant, equipment and machinery 28 739 - 5 152 -257 - 491 34 124

Other tangible assets 3 560 -21 1 109 -198 - 80 4 530

Financial assets: 1 206 - - - - - 1 206

Equity securities 1 206 - - - - - 1 206

Total 50 172 - 12 670 -543 - 759 63 059

01/01/2011Inter-account

transfersAllowances 31/12/2011

Disposals or

decommissioned

assets

Translation

differences




Future cash flows were discounted at a rate of 10.69%.

This rate corresponds to the WACC calculated for the Europe zone since the major share of the debt

was incurred in this region.

Marketable securities (level 1 fair value) and derivative instruments (level 2 fair value) are the only

financial instruments valued at fair value.

30/06/2012 31/12/2011

Accounting

categories

Carrying value Fair

value

Carrying

value

Fair

value

Loans and receivables 1 362 1 362 827 827

Financia l assets 340 340 340 340

Assets at fa i r va lue through profi t and loss 213 213 343 343

Assets at fa i r va lue through profi t and loss 429 429 1 200 1 200

Loans and receivables 15 722 15 722 37 662 37 662

18 066 18 066 40 372 40 372

Liabi l i ties at amortised cost 113 507 127 093 104 231 116 707

Liabi l i ties at amortised cost 1 073 1 201 372 416


Liabi l i ties at fa i r va lue, hedging instruments 1 991 1 991 2 254 2 254

Liabi l i ties at fa i r va lue, hedging instruments 947 947 893 893


120 626 134 341 108 979 121 500

102 560 116 275 68 607 81 127

Quoted prices Internal model based

on directly

observable market

inputs

Internal model

not based on

observable

market data

In €000s

Level 1 Level 2 Level 3

Marketable securi ties - -

Asset derivatives 642 642

Equity securi ties 340 340

Liabi l i ty derivatives 2 938 2 938

Fair value of asset

class at 30/06/2012




The fair value for derivative financial instruments is as follows:

NOTE 10 INVENTORIES AND WORK IN PROGRESS

Inventories breakdown by type as follows:

NOTE 11 TRADE AND OTHER RECEIVABLES

Trade and other receivables break down as follows:

In €000s

Total Assets Current

assets

Non-current

assets

Total liabilities Current

liabilities

Non-current

liabilities

Derivatives relating to cash flow hedging 24 24 - 2 938 947 1 991

Interest rate derivatives - - - 2 909 920 1 989

Exchange rate derivatives 24 24 - 29 27 2

Derivatives relating to fair value hedging 618 405 213 - - -

Interest rate derivatives - - - - - -

Exchange rate derivatives 618 405 213 - - -

Net position at 30/06/2012 642 429 213 2 938 947 1 991

Net position at 31/12/2011 1 543 1 200 343 3 147 893 2 254

In €000s01/01/2012

Inter-account

transfers

First-time

consolidation Change

Translation

differences30/06/2012

Raw materials 37 317 - 851 6 978 280 45 427

Consumables 1 236 - 344 276 17 1 873

Finished and semi-f inished goods 77 622 - 1 525 8 095 1 280 88 522

Work-in-progress – goods & services - - 829 -271 40 598

Total inventories – gross 116 175 - 3 550 15 079 1 616 136 420

Provisions -1 025 - -265 -19 -1 309

Total inventories – net 115 150 - 3 550 14 814 1 597 135 111

In €000s30/06/2012 31/12/2011

Trade receivables 57 520 48 789

Tax and social security receivables 13 568 11 728

Other receivables 4 268 2 866

Total – gross 75 357 63 383

Impairment -1 738 -1 741

Total – net 73 619 61 642




The impairment of trade and other receivables has changed as follows:

NOTE 12 FINANCIAL DEBT

The Group's net financial debt amounted to €102 million at 30 June 2012 compared to €68 million at

31 December 2011.

The rise in net debt reflects mainly cash outflows of nearly €11.8 million for the acquisition of

Pektowin and Valentine and capital investment projects carried out in the 2012 first half for nearly

€10.9 million.

Gross financial debt amounted to €117.7 million on 30 June 2012, comprised primarily of the

structured loan.

The loan agreement between the Group and its lenders contains a clause regarding compliance with

the bank covenants on a half-yearly basis.


Financial debt breaks down by due date as follows:

Trade receivables – impairment 1 455 -765 561 20 1 271

Other receivables – impairment 286 171 24 -14 467

Total 1 741 -594 585 6 1 738

30/06/2012in €000s

01/01/2012 Reclassification Impairment Change

In €000s01/01/2012 New

First-time

consolidationRepaid Change 30/06/2012

Borrow ings 104 231 18 427 708 -9 990 132 113 507

Borrow ings related to f inance leases 372 796 - -96 1 1 073

Liabilities linked to investments and shareholder loans 313 1 452 - -246 3 1 522

Subtotal 104 916 20 675 708 -10 332 136 116 102

Bank credit facilities 916 512 183 -25 1 586

Total financial debt – gross 105 832 21 186 891 -10 357 136 117 688

Cash and cash equivalents 37 662 3 684 764 -26 516 128 15 722

Total financial debt – net 68 170 17 503 127 16 159 7 101 966




12.1 Long-term financial debt

Non-current financial debt changed as follows:

12.2 Other current financial liabilities

Other current financial liabilities changed as follows:

12.3 Bank credit facilities

As indicated in Note 15.2, at 30 June 2012, the Group had short-term facilities of €85 million of which

€37 million have been drawn. At 31 December 2011, these credit lines had not been used.

The US subsidiary has a short-term facility of US$7 million of which US$1 million was drawn at 30

June 2012.

In €000s01/01/2012 New

First-time

consolidationRepaid

Transfers <1

yearChange 30/06/2012

Borrow ings 87 140 17 419 334 - -12 696 92 197

Borrow ings related to finance leases 187 749 - - -68 867

Total non-current financial debt 87 327 18 167 334 - -12 764 - 93 064

In €000s01/01/2012 New

First-time

consolidationRepaid

Transfers >1

yearChange 30/06/2012

Borrow ings 17 091 1 008 374 -9 990 12 696 132 21 310

Borrow ings related to f inance leases 184 47 - -96 68 1 205

Liabilities linked to investments and shareholder loans 313 1 452 - -246 - 3 1 522

Total current financial debt 17 588 2 507 374 -10 332 12 764 136 23 037

Bank credit facilities 916 512 183 -25 - 1 586

In €000s30/06/2012 31/12/2011

Bank credit facilities 1 586 916

Total 1 586 916




12.4 Cash and cash equivalents

12.5 Breakdown of debt by currency expressed in euros

The debt broken down by currency after hedging is as follows:

A €4.5 million foreign currency hedge covers a portion of the debt initially denominated in dollars in

the period. The change in fair value for this hedging instrument generated a financial loss of €54,000.

12.6 Breakdown of debt at fixed and variable rates

The debt, which was initially at a variable rate, was swapped for a portion at a fixed rate in 2010.

In €000s30/06/2012 31/12/2011

Cash and cash equivalents 15 722 37 662

Marketable securities - -

Total15 722 37 662

In €000sTotal EUROS US DOLLARS SWISS FRANCS OTHER

Borrow ings and leasing 114 579 55 571 42 483 16 008 518

Bank credit facilities 1 586 1 266 55 - 265

Liabilities linked to investments and shareholder loans 1 522 1 522 1 - -

Total financial debt at 30/06/2012 117 688 58 359 42 539 16 008 783

Total financial debt as a % at 30/06/2012 49,6% 36,1% 13,6% 0,7%

Total financial debt at 31/12/2011 105 832 46 263 41 751 17 584 233

Total financial debt as a % at 31/12/2011 43,7% 39,5% 16,6% 0,2%

In €000sTotal Fixed rate Variable rate

Borrow ings and leasing 114 579 65 756 48 823

Bank credit facilities 1 586 - 1 586

Liabilities linked to investments and shareholder loans 1 522 1 522 -

Total financial debt at 30/06/2012 117 688 67 279 50 409

Total financial debt as a % at 30/06/2012 57,2% 42,8%

Total financial debt at 31/12/2011 105 832 64 279 41 553

Total financial debt as a % at 31/12/2011 60,7% 39,3%




The corresponding derivatives were taken out starting 31 March 2010 and details are provided in

Notes 5.5 and 9 to the consolidated financial statements.

NOTE 13 EMPLOYEE BENEFITS

The main commitments (Swiss, Italian and French) were valued by an actuary on 30 June 2012.

With respect to the main commitment (Switzerland), application in advance of revised IAS 19

mandatory for periods commencing on or after 1 January 2013, resulted in the acquisition of

actuarial gains and losses through other comprehensive income (OCI), for €126,000 with the balance

of €27,000 through profit and loss for the period.

The addition to the Group structure concerned exclusively the first-time consolidation for Poland.

This commitment will be adjusted on 31 December.

The change in the discounted value of defined benefit commitments breaks down as follows:

In €000s30/06/2012

First-time

consolidation31/12/2011

Jun.

2012

Dec.

2011

Jun.

2012

Dec.

2011

Jun.

2012

Dec.

2011

Jun.

2012

First-time

consol idat

ion

Dec.

2011

Fair va lue of plan assets (14 208) - (13 273) (14 118) (13 183) - - (90) (90) - - -

Discounted value of commitments*** 18 369 966 16 186 16 557 15 469 539 450 265 210 1 008 966 57

Plan deficit (surplus) 4 161 966 2 913 2 439 2 286 539 450 175 119 1 008 966 57

Total Swiss plan Ita l ian plan French plan Other plans

In €000s30/06/2012 31/12/2011

Discounted value of obligations at 1 January 16 186 10 588

Plan benefi t payments (422) (968)

Cost of benefi ts and financia l cost 1 422 794

Experienced-based adjustment 197 4 435

Actuaria l losses / (ga ins ) recognised in income 611 671

Employee contributions 193 378

Effect of exchange rate fluctuations 182 289

Discounted value of commitments*** 18 369 16 186




The change in the fair value of the plan assets breaks down as follows:

The expense recognised as income breaks down as follows:

The main actuarial assumptions retained at the closing date are as follows:

In €000s30/06/2012 31/12/2011

Fair value of plan assets at 1 January 13 273 8 386

Contributions paid to the plan 193 378

Plan benefi t payments (379) (890)

Expected return on plan assets 231 321

Experienced-based adjustment 197 3 917

Actuaria l ga ins / (losses) recognised in income 346 547

Employee contributions 193 378


Fair value of plan assets 14 208 13 273

In €000s30/06/2012 30/06/2011

Cost of benefi ts and financia l costs 480 398

Actuaria l losses (ga ins) in income 265 255

Expected return on plan assets (231) (153)


Employer contributions (236) (202)

Expenses recognised in income: 282 373

In €000s30/06/2012 31/12/2011

Discount rate (CHF) 2,50% 2,85%

Discount rate (EUR zone) 3,21% 4,60%

Salary inflation

from 1.5%

to 6%

according

to

occupation

al

categories

and age

brackets

from 2% to

6%

according

to

occupation

al

categories

and age

brackets

Expected return on assets (CHF) 3,50% 3,75%




The mortality assumptions are based on published statistics and mortality tables.

NOTE 14 CURRENT PROVISIONS

No significant contingent liabilities were identified at 30 June 2012.

NOTE 15 FINANCIAL RISK MANAGEMENT

The main risks likely to have a direct impact on the Group’s financial statements are set out and

assessed below:

- Credit risk

- Liquidity risk

- Exchange rate risk

- Interest rate risk

The Group’s exposure to non-financial risks is reviewed in the management report of the registration

document.

15.1 Credit risk

Credit risk is a risk of financial loss for the Group in the event a client fails to meet its contractual

obligations.

The Group’s credit risk is limited for several reasons, and notably its extensive customer base.

Accordingly, the top 10 customers account for 18% of Group revenue, the top 20 account for 25%

and the top 30 account for 31% compared to 20%, 28% and 34% respectively in 2011.

15.2 Liquidity risk

Liquidity risk is the risk that the Group may fail to honour its debts when they reach their term.

The Group's policy regarding the management of its liquidity risk is to ensure, through a Group wide

daily cash management system, that it always has sufficient funds to honour its liabilities when they

reach maturity, both under normal and "difficult" conditions, without incurring losses that could

harm the Group's reputation.

The company performed specific reviews of its liquidity risk and considers that it is able to honour

the terms for future payments.

The structured loan put into place on 30 December 2009 includes authorisations for four short-term

tranches: a €20 million Capex 1 (Euros) tranche used in full at 30 June 2012, a €30 million Capex 2

In €000s01/01/2012 Reclassification Constituted*** Used Change 30/06/2012

Other provisions 40 4 - - - 44

Total provisions 40 4 - - - 44




(Euros) tranche unused at 30 June 2012, a€20 million Revolving 1 (Euros) tranche with €15 million

used as well as a €15 million Revolving 2 (multi-currency) tranche, that may be drawn down in EUR,

USD and CHF, with US$3 million used at 30 June 2012. At 31 December 2011, these credit lines had

not been used.

The US subsidiary has a short-term facility of US$7 million of which US$1 million was drawn at 30

June 2012.

The Group's overdraft facilities and outstanding loans at year-end are presented in Note 12.3.

The loan agreement binding the Group to its lenders contains a clause regarding compliance with

two bank ratios, which are assessed every six months: These ratios are (i) a gearing ratio defined as

the ratio of net financial debt to total shareholders’ equity and (ii) a financial leverage ratio defined

as the ratio of net financial debt to EBITDA.

If the Group (i) should breach these contractual ratios and/or (ii) the majority of lenders so request,

the lenders may demand the repayment of the corresponding loan.


15.3 Exchange rate risk

Naturex Group carries out most of its transactions in foreign currencies and therefore incurs an

exchange rate risk due to exchange rate fluctuations of these currencies. Since 2010, the currency

exposure has been substantially modified by integrating, in addition to the dollar (41% of the Group's

revenue is billed in dollars), the pound sterling (7%) and the Swiss franc (4%).

These three currencies and the euro represent 91% of the Group's revenue. The financial debt was

restructured in 2009 in line with this change (see Note 12 – Financial debt).

At 30 June 2012 the Group had foreign exchange derivatives on the Swiss franc and the dollar.

Following the strong fluctuations by the Swiss franc during the period, the Group hedged part of its

exposure in this currency.

15.4 Interest rate risk

At 30 June 2012, the Group's interest rate risk was essentially linked to its variable-rate loans and

bank credit facilities

The Group's policy is to use financial derivatives only for cash flow hedging purposes, so that these

instruments do not correspond to speculative operations.




NOTE 16 OPERATING SEGMENTS

The operating segments are defined in Note 5.10.

The figures for each operating segment are set forth below:

At 30 June 2012:

At 30 June 2011:

At 30 June 2012:

At 31 December 2011:

In €000sAmericas Europe, Africa Asia / Pacific All segments Restatements

Inter-segment

eliminationsConsolidated

Revenue 57 843 81 054 8 257 147 154 - - 147 154

Inter-segment revenue 5 909 80 143 5 155 91 207 - -91 207 -

Allow ances for amortisation and depreciation -979 -5 919 -175 -7 072 -260 -7 332

Segments' operating income 4 929 15 570 1 055 21 554 -4 941 -443 16 170

Financial income -2 931 - - -2 931

Tax -4 211 - - -4 211

Net income 9 028 - - 9 028

In €000sAmericas Europe, Africa Asia / Pacific All segments Restatements

Inter-segment

eliminationsConsolidated

Revenue 44 120 77 426 6 379 127 925 - - 127 925

Inter-segment revenue 4 072 56 921 2 229 63 223 - -63 223 -

Allow ances for amortisation and depreciation -942 -4 899 -90 -5 931 -300 35 -6 197

Segments' operating income 3 182 12 356 193 15 731 102 196 16 029

Financial income - - - - - - -1 887

Tax - - - -4 408 - - -4 408

Net income - - - 9 734 - - 9 734

In €000sAmericas Europe, Africa Asia / Pacific All segments

Total assets 114 450 320 097 20 335 454 882

Total acquisitions of intangible investments 10 1 233 1 1 244

Total acquisitions of property, plant and equipment 1 991 8 908 252 11 151

Total liabilities 17 632 184 634 5 319 207 585

In €000sAmericas Europe / Africa Asia / Pacific All segments

Total assets 106 417 307 902 11 900 426 218

Total acquisitions of intangible investments 476 4 027 67 4 571

Total acquisitions of property, plant and equipment 2 035 12 381 236 14 653

Total liabilities 17 150 169 240 3 741 190 131




No customers account for more than 10% of Group revenues.

Revenues by business break down as follows:

The breakdown of the revenue over the 2011 first half was restated in order to take into account the

integration in the Food & Beverage activity of the NAThealthy range whose products are primarily

intended for the food industry.

In €000s

30/06/2012Share of revenue

at 30/06/2012

30/06/2011

restated

Share of revenue

at 30/06/2011

30/06/2011

reported

Share of revenue

at 30/06/2011

Food & Beverage 94 308 64% 85 561 67% 78 424 61%

Nutrition & Health 44 322 30% 34 621 27% 40 357 32%

Personal care 2 587 2% 1 318 1% 1 173 1%

Toll & Miscellaneous 5 939 4% 6 425 5% 7 971 6%

Total 147 154 100% 127 925 100% 127 925 100%




Number of employees 30/06/2012 31/12/2011

Naturex Inc. 185 177

Naturex Ingredientes Natura is Ltda. 30 28

Naturex Mexique 3 2

Naturex Inc. Canada 3 3

Total Americas 221 210

Naturex SA 312 253

Naturex Maroc 95 92

Naturex S.p.A 87 80

Naturex AG 145 143

Naturex Ltd 88 89

Naturex Spain 44 44

Naturex LLC 9 7

Naturex GMBH 10 8

Naturex SPRL 6 5

Burgundy France 47

Burgundy Spain 22 24

Pektowin 310

Total Europe & Africa 1 128 792

Naturex Austra l ia 11 9

KF Specia l ty Ingredients Pty Ltd 22 22

Naturex Trading Shanghai Co., Ltd. 17 17

Naturex Corée 3 2

Naturex K.K 3 3

Valentine Agro 30

Va lentine Food 6

Total Asia 92 53

Total Group 1 441 1 055

NOTE 17 PAYROLL EXPENSES

17.1 Number of employees




17.2 Stock options

Options were valued at €109,000 using the Black and Scholes valuation model and recognised in

accordance with IFRS 2 as payroll expenses.

Employee benefits derived from stock options grants were calculated using the Libor rate in effect on

the date the plan was implemented. Volatility reflects the yearly average of the 20 trading sessions

preceding the grant date. The maturity period corresponds to the average time between the grant

date and the exercise date, namely 4 years. Options may not be exercised during the three year

period following the grant date. Since the dividend paid by Naturex is very low, no assumptions were

made concerning it.

Highlights of the different stock option plans are presented in the table below:

Plan No. 10 Plan No. 11 Plan No. 12 Plan No. 13 Plan No. 14

Shareholders' Meeting date 14/06/2006 30/06/2007 30/06/2008 30/06/2009 30/06/2010

Board of Directors' meeting date 27/03/2007 25/03/2008 13/03/2009 26/04/2010 15/04/2011

Type of option Subscription Subscription Subscription Subscription Subscription

Inception date to exercise options 27/03/2010 25/03/2011 13/03/2012 26/04/2013 15/04/2014

Expiry date 27/03/2012 25/03/2014 13/03/2015 26/04/2015 15/04/2016

Subscription or purchase price 49,65 27,54 24,00 30,12 45,33

Weighted average fair value at valuation date 49,65 23,85 20,89 30,12 45,58

Risk free rate 4,0% 2,5% 2,2% 1,0% 2,1%

Volatility 17,5% 33,6% 22,0% 17,0% 22,8%

Total number of options granted 23 929 47 362 53 650 52 150 57 094

Of which to corporate officers 13 000 33 000 33 000 26 000 26 000

Of which to employees 10 929 14 362 20 650 26 150 31 094

including the 10 employee beneficiaries granted the largest amount 4 560 5 600 10 500 12 200 12 000

Number of shares subscribed or cancelled at 31/12/2011 4 169 4 610 2 942 3 274 1 092

Number of shares exercised during the period 5 496 132 - - -

Number of shares cancelled during the period 14 264 362 724 1 292 1 951

Outstanding subscription or purchase options 0 42 258 49 984 47 584 54 051




NOTE 18 EXTERNAL EXPENSES AND DEVELOPMENT EXPENDITURES

Most of Naturex's development expenditures do not satisfy the criteria for fixed assets set forth in

IAS 38, especially with regard to their future economic benefits. €2.5 million of such expenditures

were expensed for 2012 first half.

However, over the course of the year, expenditures linked to projects with significant potential in

terms of technical success and commercial profitability were capitalised.

The projects concern the Italian and Spanish companies.

The Italian project involves obtaining and complying with the terms of ASMF (Active Substance

Master File) in order to meet European regulations governing plant-based medication and allowing

Naturex S.p.A. to continue to market certain products in this market as well as adding to its

pharmacy-approved range of extracts. Expenditures on this project of €213,000 were incurred and

capitalised for the period.

The Spanish Ministry of Science and Innovation has approved the Spanish Senifood project. The

purpose of this project is to define specially developed ranges for the elderly in order to offer food

that is adapted to them. Expenditures on this project of €256,000 were incurred and capitalised for

the period.

In €000s30/06/2012 30/06/2011

Non-stock purchases 11 083 8 732

Subcontracting 1 408 1 795

Leasing 2 682 2 110

Maintenance 2 356 2 412

Insurance 1 150 1 024

Fees 4 143 3 704

Advertising, trade fairs, exhibitions 988 859

Shipping costs 7 177 6 463

Travel 2 801 2 411

Telecommunications 745 627

Miscellaneous 734 1 030

Total 35 267 31 167




NOTE 19 OTHER CURRENT OPERATING EXPENSES

NOTE 20 OTHER NON-CURRENT OPERATING EXPENSES

Other non-current expenses break down as follows:

Expenditures relating to external growth relate mainly to acquisition costs of €472,000 for Pektowin

and €289,000 for the Valentine companies.

Restructuring expenses of €311,000 correspond primarily to reorganisation measures related to the

Burgundy consolidation.

In €000s30/06/2012 30/06/2011

Other expenses 1 031 192

Impairment on current assets 586 653

Provisions - -

Disposals of f ixed assets 1 556 32

Provisions on available-for-sale assets*** - -

Total 3 173 878

In €000s30/06/2012

Additions to the Group structure 1 169

Reorganisations 545

Other non-current operating expenses 1 714

Other non-current operating income -




NOTE 21 FINANCIAL INCOME AND EXPENSES

21.1 Net borrowing costs

21.2 Other financial income and expenses

NOTE 22 INCOME TAX

Breakdown of deferred taxes/taxes payable in the income statement

In €000s30/06/2012 30/06/2011

Financial income 129 138

Interest and related expenses -2 482 -2 938

Net borrowing costs -2 353 -2 800

In €000s30/06/2012 30/06/2011

Foreign exchange losses -4 355 -8

Foreign exchange gains 3 777 921

Other financial income and expenses -578 913

in €000s 30/06/2012 30/06/2011

Current tax 5 015 3 274

Deferred tax (805) 1 134

Total taxes 4 211 4 408




Reconciliation between the theoretical and actual tax expense

The tax rate for the Group over the reporting period was 31.8%, compared to 31.2% in the 2011 first

half.

Breakdown of recognised deferred tax assets and liabilities

in €000s30/06/2012 30/06/2011

Net income 9 028 9 735

Tax recognised (4 211) (4 408)

Net earnings before income tax 13 239 14 143

Theoretical tax 4 413 4 714

Impact of local tax rates (310) (721)

Impact of tax losses not recognised as assets (306)

Impact of permanent differences 413 415

Tax recognised 4 211 4 408

in €000s Assets Liabilities Assets Liabilities

Provisions (IAS 19) 368 - 292 -

Intangible assets 176 (3 971) 37 (3 605)

Property, plant and equipment 963 (6 682) 963 (6 884)

Provisions and other debts 2 886 - 1 656 -

Loss carryforw ards 812 - 477 -

Other timing differences 314 (3 696) 538 (3 156)

Financial instruments 902 56 991 (241)

Tax assets (liabilities) 6 422 (14 294) 4 956 (13 885)

Offset (2 429) 2 429 (2 476) 2 476

Net tax assets (liabilities) 3 993 (11 865) 2 480 (11 409)

30/06/2012 31/12/2011




NOTE 23 CAPITAL MANAGEMENT

The Group's policy is to maintain a solid capital base to retain the trust of investors, creditors and the

market and support the future development of operations.

Note 23.1 Capital management

Ordinary and preferred shares

At 30 June 2012, the share capital consisted of 7,711,208 shares compared to 7,705,580 at 31

December 2011, with all shares having a par value of €1.50.

This increase corresponds to new shares resulting from the exercise of stock options.

At 30 June 2012, these shares include 757,308 shares with no voting rights.

They were issued as compensation for the acquisition operation of 30 December 2009 and will

recover their voting right as soon as they are sold to third parties outside the Natraceutical Group.

All of the shares issued were fully paid up.

Holders of ordinary shares have the right to any dividends decided upon and benefit from one vote

per share at shareholders’ meetings.

Holders of preferred shares also have the right to any dividends decided upon, but do not benefit

from a voting right at the shareholders’ meetings.

Translation reserve

The translation reserve includes all gains/losses on foreign currency conversions following the

translation of the financial statements of foreign operations, as well as the translation of liabilities

recognised as investments in a foreign subsidiary.

V.6 Treasury shares

The reserved for treasury shares includes the costs of shares of the company held by the Group. At

30 June 2012, the Group held 12,028 shares of the company through a liquidity agreement managed

by an independent services provider.




23.2 Diluted earnings per share

For fiscal 2011, the shareholders' meeting approved the payment of a dividend of €0.10 per share,

with shareholders having the option of receiving all or part of their dividend in cash or in the form of

shares at a 10% discount on the share’s market price.

In 2011, the dividend paid for fiscal 2010 was €0.10 per share.

NOTE 24 RELATED PARTIES AND OFF-BALANCE SHEET COMMITMENTS

24.1 Related parties

The total gross compensation of Naturex’s management bodies amounted to €990,000 in the 2012

first half compared to €980,000 in last year's same period. This compensation includes all

remuneration, benefits in kind and stock options allocated over the year paid by Naturex Inc.

(€827,000) and Naturex S.A. (€163,000) respectively. Members of Naturex's management bodies are

not granted any long-term benefits.

Concerning SGD which holds 21% of the Company's capital and 22.63% of its voting rights, Naturex

SA paid interest of €31,000 to SGD on the current account balance over the reporting period that at

30 June 2012 amounted to €1,519,000.

On the filing date of this document of 30 August 2012, SGD held 21.02% of the share capital and

22.63% of the voting rights of Naturex S.A.

30/06/2012 30/06/2011

Net income attributable to the Group (in €000s) 9 012 9 735

Average number of shares comprising the capital 7 708 328 6 410 931

Earnings per share 1,1692 1,5186

Number of outstanding options exercisable 193 877 221 988

Diluted earnings per share 1,1405 1,4677




24.2 Off-balance sheet commitments

Commitments received

In €000s

Commitments related to Group financing

Credit risk 52 385 39 910

Commitments relating to Group operating activities -

Guarantee related to the transport of alcohol Unlimited Unlimited

Commitments given

In €000s

Commitments related to Group financing

Guarantees for subsidiaries' commitments 5 859 6 453

Pledging of securities and/or business assets in connection w ith the structured loan agreement 107 733 98 957

Pledging of business assets and property mortgages in connection w ith loans

taken out by companies before their integration into the Group

Commitments relating to Group operating activities -

Customs guarantees 977 1 077

Guarantees for trade payables 1 048 31

Guarantees in connection w ith research and development projects 240 -

30/06/2012 31/12/2011

30/06/2012 31/12/2011

1 291 850




STATUTORY AUDITORS' REPORT

ON 2012 INTERIM FINANCIAL INFORMATION

This is a free translation into English of the statutory auditors’ report issued in the French language and is consequently provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France. As the English version of the interim financial statements has not been audited by the Statutory Auditors, only the original French version of the Statutory Auditors' report is legally binding.

For the six-month period from 1 January to 30 June 2012

To the Shareholders,

In accordance with the terms of our appointment at your shareholders' meeting and the provisions

of Article L.451-1-2 III of the French monetary and financial code, we hereby submit our report

regarding:

- The limited review of the accompanying interim condensed consolidated financial statements of Naturex S.A for the six-month period from 1 January to June 30, 2012;

- The verification of the information given in the interim management report.

These interim condensed financial statements were prepared under the responsibility of your Board

of Directors. Our responsibility is to express a conclusion on these statements based on our limited

review.

I – Conclusion on the financial statements

We have conducted our limited review in accordance with the professional standards applicable in

France. A limited review consists mainly in meeting with the members of management in charge of

the accounting and financial aspects and in implementing analytical procedures. The scope of such a

review is substantially less than for an audit conducted in accordance with generally accepted audit

standards in France. As such, it provides a moderate assurance that the financial statements as a

whole are free of material misstatements that is lower than that which would result from an audit.

Based on our limited review, nothing has come to our attention to suggest that the interim

condensed financial statements do not comply in all material respects with IAS 34 in accordance with

IFRS as adopted by the European Union governing interim financial reporting.




II – Specific verification

We have also verified the information in the interim management report commenting on the interim

condensed consolidated financial statements that were the subject of our limited review. We have

no matter to report regarding its fair presentation and consistency with the interim condensed

consolidated financial statements.

Paris La Défense, 30 August 2012 Avignon, 30 August 2012

KPMG S.A AREs X.PERT AUDIT

[French original signed by]

Jean Gatinaud Laurent Peyre

Partner Partner

Interim financial report - actusnews.com€¦ ·

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