1st Quarter Results

Fyffes plc

Fyffes reports strong first quarter result

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

"Fyffes has delivered a strong result in the first quarter of 2014. Adjusted EBITA was 14.9% higher at €16m, including a very good performance in the melon category. The Group is maintaining its full year target Adjusted EBITA range of €30m-€35m. In relation to the proposed merger with Chiquita, a registration statement on Form S-4 has been submitted to the SEC in the US and will be circulated to shareholders once it has been declared effective by them. The review of the proposed merger by anti-trust authorities in various jurisdictions is ongoing."

* These financial terms are defined on the next page and exclude a €6.2m exceptional charge in connection with the proposed merger with Chiquita.

14 May 2014

Forward looking statement

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

For further information, please contact Brian Bell at Wilson Hartnell PR, Tel: +353-1-6690030.

Financial results and operating review

Revenue

Total revenue, including the Group's share of its joint ventures, was 3.4% higher year on year in the first quarter, amounting to €306.5m. Group revenue, excluding joint ventures, was up 5.4% at €256.7m. Sales were higher in each of the Group's product categories, driven mainly by organic growth and partly offset by lower average prices in the banana and pineapple categories.

Operating profit

Fyffes has delivered a strong result in the first three months of 2014, with Adjusted EBITA* up 14.9% on the same period last year to €16.0m, driven mainly by favourable market conditions in the melon category. The key drivers of the Group's short term performance in its tropical produce operations, and its banana category in particular, are average selling prices, exchange rates and the costs of fruit, shipping and fuel, all of which can result in volatility in year on year profitability.

The Group achieved a satisfactory result in the banana category in the first quarter, with profits slightly down on the same period in 2013. Fyffes has continued to successfully grow its banana volumes organically in the year to date, with both new and existing customers. Average selling prices were lower in the first quarter, particularly in Continental Europe. In addition, fruit costs were higher year on year, continuing a multi-year trend. The adverse impact of these factors was partly offset by more favourable exchange rates due to the weakening of the US Dollar.

Profits were slightly lower in the pineapple category in the period, mainly due to lower average selling prices, particularly in Continental Europe. Costs were similar year on year as the Group continues to integrate the pineapple farm acquired in Costa Rica in the first quarter of last year. As in the banana category, the pineapple result benefited from the positive impact of the weaker US Dollar and by further organic volume growth.

Fyffes US melon business performed strongly during the first quarter, driven mainly by further organic volume growth. Average selling prices were slightly higher year on year, with supply and demand well balanced during the period. This business also achieved further logistical efficiencies in the year to date. Translation of the US Dollar denominated profits in this category were slightly adversely impacted by the weakness of the US Dollar.

Balmoral International Land Holdings plc ("Balmoral"), in which the Group has a 40% shareholding, has not yet reported its final result for 2013. As a result, the carrying value of Fyffes' investment in Balmoral remains unchanged at €50,000.

Total operating profit for the three months ended 31 March 2014, after exceptional items, amortisation charges and joint ventures tax charges amounted to €9.7m, compared to €13.3m in the first quarter last year.

* Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation and exceptional items, including the Group's share of the pre-tax earnings of its joint ventures. Adjusted EBITA is Adjusted EBITDA less depreciation charges. Adjusted EBIT is Adjusted EBITA less amortisation charges. Adjusted profit before tax is Adjusted EBITA less financing charges. Adjusted diluted earnings per share excludes amortisation charges and exceptional items. The reconciliation of these performance measures to statutory profits is set out in note 3 of the accompanying financial information.

Exceptional items

The €6.2m exceptional charge in the income statement for the first quarter of 2014 represents the estimate of professional fees and related costs incurred to date in connection with the proposed merger of Fyffes and Chiquita Brands International, Inc.

Financial expense

Net interest expense in the Group's subsidiary companies in the first quarter amounted to €0.2m, down €0.3m on the same period last year. This reduction reflects lower non-cash discounting charges on the Group's deferred consideration liabilities and other provisions. The Group's share of the interest expense in its joint ventures was unchanged at €0.1m in the period.

Profit before tax

Adjusted profit before tax amounted to €15.8m in the first quarter, 18.4% up on the same period last year. As explained above and set out in detail in note 3 of the attached interim financial information, adjusted profit before tax excludes amortisation of intangible assets and the Group's share of the tax charge of its joint ventures, which is reflected in profit before tax under IFRS rules and, where applicable, the Group's share of Balmoral's result and exceptional items. Profit before tax, before these adjustments, including the exceptional charge of €6.2m, amounted to €9.5m, compared to €12.8m in the same period last year.

Taxation

The underlying tax charge for the period has been calculated based on the tax rate that is expected to apply for the full year 2014. The tax charge is analysed in note 4 of the accompanying financial information. Excluding the impact of deferred tax credits related to the amortisation of intangible assets and including the Group's share of tax of its joint ventures, the underlying tax charge for the first quarter was €2.1m (2013 first quarter: €1.7m), equivalent to a rate of 13% (2013 first quarter: 13%). This underlying tax rate is used for the purposes of calculating adjusted earnings per share. The equivalent underlying tax rate for the full year in 2013 was 12.9%.

Earnings per share

Adjusted diluted earnings per share amounted to €4.54 cent in the first quarter, up 17.9% on the same period last year. This reflects the 14.9% increase in Adjusted EBITA and the lower interest charge in the period. The number of shares in the calculation of earnings per share was 1% higher in the period, due to the inclusion of additional share options as a result of the increase in the Group's share price. As set out in note 5 of the accompanying financial information, adjusted earnings per share excludes the amortisation of intangible assets and related tax credits and, where applicable, the Group's share of Balmoral's result and exceptional items. Diluted earnings per share, after amortisation charges and exceptional items, amounted to €2.49 cent in the period, compared to €3.73 cent in the first quarter last year.

Balance sheet

Net (debt)/funds

Net debt at 31 March 2014 amounted to €21.1m, compared to €29.3m at the end of the first quarter last year and net funds of €0.4m at the beginning of this year. The cash outflow in the first quarter reflects the Group's usual seasonal working capital increase, which amounted to €30.3m excluding the impact of the accrued professional fees treated as exceptional items.

Pension obligations

The deficit in the Group's defined benefit pension schemes, before deferred tax, increased by €2.9m during the first quarter to €31m, mainly due to the reduction in bond rates in the year to date. The movements in the Group's pension deficit are set out in note 6 of the accompanying financial information.

Shareholders' funds

Shareholders' funds increased by €3.8m in the first quarter to €151.4m at 31 March 2014. This reflected retained profits in the period less the €3.4m actuarial loss in the Group's pension schemes, net of deferred tax.

Current trading

Based on its positive start to the year, Fyffes is maintaining its €30m-€35m target EBITA range for the full year 2014.

David McCann, Chairman

on behalf of the Board

14 May 2014

Copies of this announcement are available from the Company's registered office, 29 North Anne Street, Dublin 7 and on our website at www.fyffes.com.

Fyffes plc

Condensed Group Income Statement

Fyffes plc

Condensed Group Statement of Comprehensive Income

Fyffes plc

Condensed Group Statement of Movement in Equity

Fyffes plc

Condensed Group Balance Sheet

Fyffes plc

Condensed Group Cash Flow Statement

Fyffes plc

Notes supporting 2014 Q1 financial statements

1. Basis of preparation

The condensed consolidated interim financial statements of Fyffes plc, its subsidiaries and joint ventures ("the Group") for the quarter ended 31 March 2014 are unaudited. These financial statements do not constitute the statutory financial statements that are required by Section 7 of the Companies (Amendment) Act, 1986 to be annexed to the annual return of the company. The statutory consolidated financial statements for the year ended 31 December 2013 will be annexed to the 2014 annual return and filed with the Registrar of Companies. The audit report on those statutory financial statements was unqualified.

The financial information contained in these interim financial statements has been prepared in accordance with the accounting policies set out in the last annual report for the year ended 31 December 2013, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) as adopted by the EU Commission. Fyffes is not required to apply IAS 34 Interim Financial Reporting, as it is listed on the secondary AIM and ESM markets in London and Dublin.

During the period, a number of amendments to existing accounting standards became effective. These have been considered by the directors and have not had a significant impact on the Group's condensed consolidated interim financial statements.

The financial information is presented in euro, rounded to the nearest thousand. Given the seasonality of the tropical produce sector, the Group's profits are typically significantly weighted towards the first half of the year. In addition, the Group's biological asset valuation peaks at its year end date due to the seasonality in the melon category in particular.

The condensed consolidated interim financial statements were authorised by the Board on 13 May 2014.

2. Segmental analysis

Segment information is presented below in accordance with IFRS 8 Operating Segments. IFRS 8 requires segment information to be presented in the format reviewed by the Chief Operating Decision Maker ("CODM") of the Group. In Fyffes, this function is carried out by the executive director team comprising the Executive Chairman, the Chief Operating Officer and the Finance Director.

Fyffes is currently organised into two separate operating divisions - its Tropical Produce activities and its Property activities, which comprises its 40% investment in Balmoral International Land Holdings plc ("Balmoral").

Fyffes Tropical Produce division is a fully integrated distributor of tropical fresh produce, comprising three product categories - bananas, pineapples and melons, with bananas being by far the largest category both in terms of revenues and profits. The primary activities of this division include the production, procurement, shipping, ripening, distribution and marketing of these products. They are produced in broadly the same geographic areas in Central and South America and distributed to the Group's customers in Europe and the US. Fyffes directly farms some of the produce it distributes, particularly in the pineapple and melon categories. The procurement, shipping, distribution and marketing activities for the banana and pineapple categories are managed centrally on a combined basis. As a result, the Group's Tropical Produce activities are regarded as a single reporting segment for the purposes of IFRS 8.

The CODM reviews the performance of the Tropical Produce division based on Adjusted EBITA, which is believed to be the most appropriate measure of underlying performance.

Following a number of years of significant losses due to the difficulties in the international property sector, Fyffes wrote down its investment in Balmoral to a nominal value of €50,000 in 2011. Balmoral reported its 2012 results during 2013 and the Group's share of its net equity value of €430,000 remained in excess of Fyffes carrying value. Consequently, Fyffes has recognised no share of profit or loss in relation to its investment in Balmoral in respect of 2012. Balmoral has not yet reported its 2013 results and Fyffes carrying value of its investment in Balmoral will be reassessed when these results are published.

The only inter-segment transactions between the Group's Tropical Produce division and Balmoral arise because Fyffes rents a number of its distribution centres in the UK and Ireland from Balmoral. Fyffes in turn sublets space in its corporate head office to Balmoral.

In the analysis below, reconciling items included in Adjusted EBITA represent central costs not allocated to the operating divisions, including the cost of the Board of directors, together with legal and other costs connected with the corporate head office of the Group.

3. Adjusted profit before tax, EBITA and EBITDA

Fyffes believes that adjusted profit before tax, Adjusted EBITDA, Adjusted EBITA and Adjusted earnings per share (note 5 below) are the appropriate measures of the underlying performance of the Group, excluding exceptional items and amortisation charges, if any.

Adjusted EBITA is earnings before interest, tax and amortisation charges, excluding exceptional items, if any, and the Group's share of Balmoral's result and including the Group's share of its joint ventures on a consistent basis. Adjusted earnings per share are presented on a similar basis in note 5 below. Exceptional charges of €6.2m in the first quarter of 2014 represents the estimated costs incurred to date on professional and advisors' fees in connection with the proposed merger of Fyffes and Chiquita Brands International, Inc., announced on 10 March 2014 (see further details in Note 10). These exceptional charges had no tax impact in the period.

4. Taxation

Including the Group's share of the tax charge of its joint ventures of €0.1m (2013 first quarter: €0.1m), which is netted in operating profit in accordance with IFRS, the total tax charge for the period amounted to €2.1m (2013 first quarter: €1.6m).

Adjusting for deferred tax credits related to the amortisation of intangible assets, the underlying tax charge for the period was €2.1m (2013 first quarter: €1.7m), equivalent to a rate of 13% (2013 first quarter: 13%) when applied to the Group's Adjusted Profit before Tax.

The Group's underlying tax rate for the first quarter of the year is based on the estimated tax rate that is expected to apply for the full year. The equivalent underlying charge for the full year in 2013 was a charge of €4.0m, equal to a rate of 12.9%.

5. Earnings per share

Adjusted diluted earnings per share excludes, where applicable, the Group's share of Balmoral's result, the impact of exceptional items after tax and non-controlling interests, once-off tax credits and amortisation charges on intangible assets and related deferred tax credits.

6. Post employment benefits

This table summarises the movements in the net deficit on the Group's various defined benefit pension schemes in Ireland, the UK and Continental Europe. The current service cost is charged in the Income Statement, net of finance income on scheme assets. The actuarial gain or loss is recognised in the Statement of Comprehensive Income, in accordance with the amendment to IAS 19, Actuarial Gains and Losses, Group Plans and Disclosures. The measurement of the Group's pension obligations is based on a number of assumptions which are determined in consultation with independent actuaries. One key assumption is the appropriate interest rate to use in discounting the estimated future cash flows of the schemes. At 31 March 2014, the Group used a rate of 3.60% (31 March 2013: 4.15%) in respect of its euro denominated schemes and 4.4% (31 March 2013: 4.4%) in respect of its UK scheme.

7. Notes supporting cash flow statement

7.1 Cash flows from operating activities

7.2 Cash flows from investing activities

7.3 Cash flows from financing activities

7.4 Analysis of movement in net funds/(debt) in the period

8. Reconciliation of other reserves

9. Financial instruments

The fair values of financial assets and financial liabilities, together with the carrying amounts in the Condensed Group Balance Sheet at 31 March 2014, are as follows:

Fair value of financial instruments carried at fair value

Financial instruments recognised at fair value are analysed between those based on quoted prices in active markets for identical assets or liabilities (Level 1); those involving inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly (Level 2); and those involving inputs for the assets or liabilities that are not based on observable market data (Level 3). The following table sets out the fair value of all financial instruments whose carrying value is at fair value at 31 March 2014:

All derivatives entered into by the Group are included in Level 2 and consist of foreign currency forward contracts.

Where derivatives are traded either on exchanges or liquid over-the-counter markets, the Group uses the closing prices at the reporting date. Normally, the derivatives entered into by the Group are not traded on active markets. The fair values of these contracts are estimated using a valuation technique that maximises the use of observable market inputs, eg market exchange.

Deferred contingent consideration is included in Level 3. Details of movements in the period are set out below. The contingent element is measured on a series of trading performance targets, and is adjusted by the application of a range of outcomes and associated probabilities.

Additional disclosures for Level 3 fair value measurements

10. Combination of Chiquita and Fyffes

As previously announced on 10 March 2014, Chiquita Brands International, Inc. ("Chiquita") and Fyffes have entered into a definitive agreement under which Chiquita and Fyffes will combine, subject to the terms and conditions of that agreement, in a stock-for-stock transaction that is expected to result in Chiquita shareholders owning approximately 50.7% of ChiquitaFyffes Limited ("ChiquitaFyffes"), and Fyffes shareholders owning approximately 49.3% of ChiquitaFyffes, on a fully diluted basis. Chiquita and Fyffes plan to complete the combination before the end of 2014.

Consummation of the combination is subject to the fulfilment of specified conditions. Those conditions were originally set out in Appendix III to the announcement on 10 March 2014 pursuant to Rule 2.5 of the Irish Takeover Rules (the "Rule 2.5 Announcement") relating to the proposed combination. The conditions set out in paragraph 3 of Part A of Appendix III to the Rule 2.5 Announcement reflected the parties' belief, based upon an analysis of the data available to the parties at that time, that the combination would not meet the mandatory notification thresholds under the EC Merger Regulation and, as a result, the European Commission would have jurisdiction to examine the combination only if: (i) the EU Member States with jurisdiction to review the transaction did not object; or (ii) the European Commission accepted a request from one or more EU Member States to review all or part of the transaction.

As previously announced on 29 April 2014, subsequently, following an examination of additional data, including data made available by third parties, Chiquita and Fyffes have concluded that the combination satisfies the mandatory notification thresholds under the EC Merger Regulation. As a consequence, the conditions to completion of the combination that relate to obtaining approval under the EC Merger Regulation have been restated to reflect the mandatory jurisdiction of the European Commission. The substance of those conditions remains otherwise unchanged. The restated conditions were set out in Appendix I of the announcement on29 April 2014.

In addition, at the request of Chiquita and Fyffes, the Irish Takeover Panel has decided to grant a derogation from the application of Rule 12(b)(i) of the Irish Takeover Rules to the proposed combination. The effect of Rule 12(b)(i), which applies to transactions regulated by the Panel that are within the European Commission's jurisdiction under the EC Merger Regulation, would have been that the scheme of arrangement portion of the combination would have lapsed according to the Irish Takeover Rules and the combination been temporarily suspended if, before the Fyffes shareholders approved the combination, the European Commission initiated a Phase II investigation in respect of the combination or referred the combination for review by a competent authority of an EU Member State. As a result of the derogation, the parties are now in a position to make a notification under the EC Merger Regulation earlier than would have been the case absent the derogation.

Also on 29 April 2014, ChiquitaFyffes Limited filed with the US Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Form S-4") in connection with the proposed combination of Chiquita and Fyffes. This registration statement included a preliminary proxy statement of Chiquita and a draft of the Irish scheme circular of Fyffes.

Fyffes has recognised in its income statement for the three month period ended 31 March 2014, estimated costs of €6.2m incurred up to that date on professional and advisors' fees and related costs in connection with the proposed combination with Chiquita. Each of the Rule 2.5 Announcement and the Form S-4 sets out a summary of the Expenses Reimbursement Agreement entered into by Chiquita and Fyffes under which the parties have agreed to pay certain costs incurred by the other party in connection with the proposed combination, limited to a maximum of 1% of their respective market capitalisations, in certain circumstances, including a termination of the proposed combination. The full text of the Expenses Reimbursement Agreement is set forth in Annex C to the Form S-4.

ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.

Chiquita Brands International, Inc. (NYSE: CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products - from energy-rich bananas, blends of convenient green salads and other fruits to healthy snacking products. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. For more information, please visit the corporate web site at www.chiquita.com.

ABOUT FYFFES PLC

Fyffes is a leading international importer and distributor of tropical produce. With annual turnover in excess of $1.5 billion, it is headquartered in Dublin, Ireland and has operations in Europe, the U.S., Central and South America and has begun operations in Asia. Fyffes activities include the production, procurement, shipping, ripening, distribution and marketing of bananas, pineapples and melons. It markets its produce under a variety of trademarks including the Fyffes® and Sol® brands and employs over 12,000 people worldwide.

ABOUT CHIQUITAFYFFES

ChiquitaFyffes is currently a private limited company incorporated in Ireland that was formed solely for the purpose of implementing the combination. Prior to the effective date of the combination, ChiquitaFyffes will be re-registered, pursuant to the Irish Companies Acts, as a public limited company. To date, ChiquitaFyffes has not conducted any activities other than those incidental to its formation and the execution of the Transaction Agreement.

On the consummation of the combination (a) Fyffes will become a wholly owned subsidiary of ChiquitaFyffes and (b) Chicago Merger Sub Inc. ("MergerSub"), a wholly owned indirect subsidiary of ChiquitaFyffes, will merge with and into Chiquita, with the result that the separate corporate existence of MergerSub will cease and Chiquita will continue as the surviving corporation.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Additional Information Will Be Filed With The SEC

ChiquitaFyffes has filed with the SEC a registration statement on Form S-4 that includes a preliminary Proxy Statement that also constitutes a preliminary Prospectus of ChiquitaFyffes. The registration statement has not been declared effective by the SEC. The Form S-4 also includes a preliminary Scheme Circular and Explanatory Statement as will be required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Chiquita and Fyffes plan to post to their respective shareholders (and to Fyffes share option holders for information only) the definitive Proxy Statement/ Prospectus/Scheme Circular in connection with the proposed combination described above and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/ SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the preliminary Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement/Prospectus/

Scheme Circular (including the Scheme) and other documents filed by Chiquita, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202, or by calling (980) 636-5000, or by contacting Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.

Participants In The Solicitation

Chiquita, Fyffes, ChiquitaFyffes and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information about the directors and executive officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus/Scheme Circular described above and other relevant materials to be filed with the SEC when they become available.

Safe Harbor Statement

This announcement contains certain "forward-looking statements". These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita and Fyffes, including: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital and credit markets on commercially reasonable terms and comply with the terms of their debt instruments; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the legal fees and other costs incurred in connection with these items. Readers are cautioned that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the combination, including expected synergies and future financial and operating results; Fyffes and Chiquita's plans, objectives, expectations and intentions; the expected timing of completion of the combination; and other statements relating to the combination that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.

With respect to the combination, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita shareholder approvals; the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required for the combination, or required governmental and regulatory approvals may delay the combination or result in the imposition of conditions that could reduce the anticipated benefits from the combination or cause the parties to abandon the combination; the risk that a condition to closing of the combination may not be satisfied; the length of time necessary to consummate the combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the combination may not be fully realized or may take longer to realize than expected; disruption arising as consequence of the combination making it more difficult to maintain existing relationships or establish new relationships with customers, employees or suppliers; the diversion of management time on transaction-related issues; the ability of the combined company to retain and hire key personnel; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect.

These risks, as well as other risks associated with the combination, are more fully discussed in the preliminary Proxy Statement/Prospectus/Scheme Circular that is included in the Registration Statement on Form S-4 that was filed with the SEC in connection with the combination. Additional risks and uncertainties are identified and discussed in Chiquita's reports filed with the SEC and available at the SEC's website at www.sec.gov and in Fyffes reports filed with the Registrar of companies available at Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of this document. Chiquita does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this document.

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes, as appropriate. No statement is this announcement constitutes an asset valuation.

Statement Required by the Takeover Rules

The directors of Fyffes accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Fyffes (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Fyffes or Chiquita, all "dealings" in any "relevant securities" of Fyffes or Chiquita (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the "offer period" otherwise ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Fyffes or Chiquita, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Fyffes by Chiquita or "relevant securities" of Chiquita by Fyffes, or by any person "acting in concert" with either of them must also be disclosed by no later than 12 noon (Irish time) on the "business day" following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

General

The release, publication or distribution of this announcement in or into certain jurisdictions may restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the combination are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed combination disclaim any responsibility or liability for the violations of any such restrictions by any person.

Any response in relation to the combination should be made only on the basis of the information contained in the Proxy Statement/Prospectus/Scheme Circular or any document by which the combination, including the Scheme, are made. Chiquita shareholders and Fyffes shareholders are advised to read carefully the formal documentation in relation to the proposed combination once the Proxy Statement/Prospectus/Scheme Circular has been dispatched.

Goldman, Sachs & Co., Goldman Sachs International and affiliates ("Goldman Sachs") is acting as financial adviser to Chiquita and no one else in connection with the combination and will not be responsible to anyone other than Chiquita for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the combination, the contents of this announcement or any transaction or arrangement referred to herein. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this announcement, any statement contained herein or otherwise.

Wells Fargo Securities, LLC is acting as financial adviser to the Chiquita board of directors and no one else in connection with the combination and will not be responsible to anyone other than Chiquita for providing the protections afforded to clients of Wells Fargo Securities, LLC or for providing advice in relation to the combination, the contents of this announcement or any transaction or arrangement referred to herein. Neither Wells Fargo Securities, LLC nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Wells Fargo Securities, LLC in connection with this announcement, any statement contained herein or otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Fyffes and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Fyffes for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Davy and Davy Corporate Finance each of which is regulated in Ireland by the Central Bank of Ireland, are acting for Fyffes and no one else in relation to the matters referred to herein. In connection with such matters, Davy and Davy Corporate Finance, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Fyffes for providing the protections afforded to their clients or for providing advice in connection with the matters described in this Document or any matter referred to herein.