Other information INDEPENDENT AUDITOR’S REPORT
To the members, the Supervisory Board, the Board and the Board of Directors of Coöperatie Koninklijke Cosun U.A.

STATEMENT ON THE 2016 FINANCIAL STATEMENTS THAT ARE INCLUDED IN THE ANNUAL REPORT

Our opinion
We have audited the 2016 financial statements of Coöperatie Koninklijke Cosun U.A. based in Breda.

In our opinion the accompanying financial statements give a true and fair view of the financial position of Coöperatie Koninklijke Cosun U.A. as at 31 December 2016 and of its results for 2016 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:
  • the consolidated and company balance sheet as at 31 December 2016;
  • the consolidated and company profit and loss account for 2016;
  • the consolidated 2016 cash flow statement;
  • the notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the “Our responsibilities for the audit of the financial statements” section of our report.

We are independent of Coöperatie Koninklijke Cosun U.A. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

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

MATERIALITY
Materiality € 16,000,000
Benchmark applied 2% of the gross margin
Explanation In view of the cooperative nature of the entity, we believe gross margin, adjusted for the members’ bonus, is a more important indicator than the results before taxes. The amount of the gross margin provides a good view of the size of the activities.

We have also taken misstatements into account and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the Supervisory Board that misstatements in excess of EUR 800,000, which are identified during the audit, would be reported to them, as would smaller misstatements that in our view must be reported on qualitative grounds.

SCOPE OF THE GROUP AUDIT
Coöperatie Koninklijke Cosun U.A. is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements of Coöperatie Koninklijke Cosun U.A.

Our group audit mainly focused on the group entities that, in terms of their size, contribute the most to the gross margin, results before taxes and/or balance total. We have performed audits with all the group entities ourselves. We have not made use of the services of other accountants in the audits of the group entities.

In total, the abovementioned activities represent 79% of the gross margin, 88% of the results before taxes and 91% of the total assets of the group.



By performing the procedures mentioned above at group entities, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion about the consolidated financial statements.

Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all matters discussed.

These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Risk Our audit approach
Valuation finished products
The size of finished products compared to the total balance sheet value is such that the audit of the stock of finished products is an important part of our audit approach.

Finished products is valued at production costs, which comprises of the purchase costs of raw materials and auxiliary material and other costs that are directly attributable to the manufacturing. The attribution of the other costs is complex and surrounded by assumptions and estimates.
In the audit of the valuation of finished products, we compared the estimates made during the close of the preceding financial year to the actual costs incurred in this financial year. In addition, we checked per attributed other cost item whether it could be attributed to the production directly, and checked the parameters used per attributed cost item individually.
Loss-making contract positions
As a result of the price volatility in the agricultural raw materials market, Coöperatie Koninklijke Cosun U.A. contracts a large portion of its raw materials before the harvest. Crop failures or other circumstances on the world food market can cause raw material prices to be very volatile, particularly around important harvest times. This can lead to loss-making positions if sales have already been laid down and there is no stock available, or raw materials have been bought for future delivery.

In addition, stocks may be valued too high if the future expected sales price is lower than the valuation of the stock on the balance sheet date.
We compared the prices of the sales contract positions as at the end of the year to the valuation of the available stocks and the prices of the purchasing contracts for future deliveries. In addition, we have compared the free stocks as at the balance date to the current market prices.

STATEMENT ON THE OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
In addition to the financial statements and our auditor’s report thereon, the annual report contains other information that consists of:
  • about Cosun;
  • key figures;;
  • cooperative issues;
  • report;
  • Cosun at work;
  • Management issues: and
  • other information.

Based on the following procedures performed, we conclude that the other information:
  • is consistent with the financial statements and does not contain material misstatements;
  • contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements.

The Board is responsible for the preparation of the other information, including the directors report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information pursuant to Part 9 of Book 2 of the Dutch Civil Code.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Appointment
We were appointed by the Board as auditor of Coöperatie Koninklijke Cosun U.A. on 29 May 2013, as of the audit for the year 2013 and have operated as statutory auditor ever since that date.

DESCRIPTION OF THE RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

Responsibilities of the Board and the Supervisory Board for the financial statements
The Board is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Board is responsible for such internal control as the Board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the Board is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the Board should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the cooperation or to cease operations, or has no realistic alternative but to do so. The Board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements.

The Supervisory Board is responsible for overseeing the cooperation’s financial reporting process.

Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all material errors and fraud.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.:
  • identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control;
  • evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board;
  • concluding on the appropriateness of management’s use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as a going concern;
  • evaluating the overall presentation, structure and content of the financial statements, including the disclosures;
  • evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items.

We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with the Supervisory Board all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Supervisory Board, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

Naaldwijk, 16 March 2017

Ernst & Young Accountants LLP
M.A.M. Kester