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PRESS RELEASE

Ter Beke shareholders approve merger between Ter Beke Processed Meats Division and Pluma

Waarschoot, 18 May 2006

The merger announced on 15 March 2006 between the Processed Meats Division of Ter Beke and the Pluma Group from Wommelgem was approved by the shareholders at Ter Beke´s Extraordinary Shareholders´ Meeting on 18 May 2006. Given that the Competition Council had already earlier granted its approval for the transaction, all suspensive conditions are fulfilled and the merger has thus become a reality.

At the Extraordinary Shareholders´ Meeting of 18 May 2006 the Ter Beke shareholders unanimously approved the capital increase by contribution of the Pluma Group, as well as the issue of 342,254 new shares to the benefit of the earlier reference shareholder of the Pluma Group. These new shares, which represent 20% of the new capital of Ter Beke, constitute the largest element of the price. The balance, in the amount of 5.5 million EUR, is being paid in cash. The Coopman family, the reference shareholder of Ter Beke, and the earlier reference shareholder of the Pluma Group have together formed a new company which will hold 55.5% of the shares of Ter Beke. Within this company, the Coopman family holds an interest of 64% while the earlier reference shareholder of the Pluma Group holds an interest of 36%.

The merger fits within the growth strategy which Ter Beke has developed for its Processed Meats Division. For Ter Beke, the processed meats market is located primarily in the Benelux, with additionally a strong presence for pâté on the English market. Like all Western European countries, the Benelux market is stable and consolidating (Belgium) or consolidated (Netherlands). For the past 10 years, processed meats consumption in the Benelux has remained virtually unchanged.
In these stable processed meats markets, critical mass and scale are of fundamental importance. For over 90% they are private label markets with major retail customers who expect from their supplier-partners a full range with innovative concepts in terms of product and packaging. The wholesaler in the traditional channel and the specialised customer in the food service channel also expect - in addition to a top-quality product - professional service based on high-tech IT and logistical competences.

In this context, the merger of the processed meats activities of Ter Beke and Pluma is a strategically important step, since the new Processed Meats Division of the Ter Beke Group immediately becomes the market leader in Belgium, with a market share of 17% (source: GFK March 2006), and number three on the Benelux level. In the United Kingdom, the merged group is number one in pâté. Ter Beke-Pluma Processed Meats is not only strong in virtually all product segments, but also possesses state-of-the-art production facilities and with 35 lines is immediately the largest slicer and packager of pre-packaged processed meats in the Benelux.

In 2005 the combined turnover figure of Ter Beke´s Processed Meats Division and Pluma amounted to around 230 million € and together they employed around 900 people, spread over sites in Wommelgem, Waarschoot, Veurne, Ruiselede, Herstal, Marche-en-Famenne and Milsbeek (Nijmegen, Netherlands).

The combined turnover of the Ter Beke Group, including its Fresh Ready Meals Division, and Pluma amounted to around 330 million EUR in 2005. For 2006 the results of Pluma will be included in the consolidation as of the merger date. The new group will have over 1,600 employees.

Mr Eddy Van der Pluym, former managing director of the Pluma Group, was appointed as director and member of the Executive Committee of the Group and will also be appointed as Executive Chairman of the Processed Meats Division. Marc Hofman was appointed as CEO of the Processed Meats Division, while Dirk Van de Walle, who holds final commercial responsibility for processed meats, was appointed CEO of the Fresh Ready Meals Division. Luc De Bruyckere remains Executive Chairman of the Group.

For more information, please contact:

Luc De Bruyckere
Executive Chairman Ter Beke
Telephone: +32 9 370 13 00
E-mail: luc.debruyckere@terbeke.be

TER BEKE IN BRIEF

Ter Beke (Euronext Brussels : TERB) is an innovative Belgian fresh food group which markets its assortment in 10 European countries. The group has 2 core businesses: processed meats and fresh ready meals, possesses 9 industrial establishments in Belgium, the Netherlands and France and counts over 1,600 employees. A turnover of around 330 million EUR is achieved, based on the 2005 figures.

a. Ter Beke - Pluma Processed Meats Division

• producer of processed meats for the Benelux and pâtés for Germany and the United Kingdom

• turnover of around 230 million EUR (basis 2005)

• 5 production sites in Belgium (Wommelgem, Waarschoot, Marche-en-Famenne, Binet and Ruiselede) and 3 centres for cutting and packaging processed meats, of which 2 in Belgium (Wommelgem and Veurne) and 1 in the Netherlands (Milsbeek)

• innovative in the segment of pre-packaged processed meats

• distribution brands and own brand names L´Ardennaise, Daniël Coopman, Pluma and La Rochette

• around 900 employees

b. Fresh Ready Meals Division

• producer of fresh ready meals for the European market

• market leader in fresh lasagne in Europe

• turnover of around 106 million EUR (basis 2005)

• 3 production sites, of which 2 in Belgium (Wanze and Marche-en-Famenne) and 1 in France (Alby-sur-Chéran)

• brand names Come a casa, Pronto and Vamos along with distribution brands

• around 650 employees