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PRESS RELEASE

Consolidated Annual Results 2008

Waarschoot, 19 February 2009

1. KEY FIGURES AND HEADLINES

Ter Beke Group

• The group believes that satisfying results were obtained in difficult market conditions;
• The turnover increases by 7.2% from 366.7 million EUR to 393.2 million EUR, mainly as a result of the September 2007 acquisition of Berkhout;
• EBITDA increases by 2% from 29.3 million EUR to 29.9 million EUR; this increase is lower than the turnover increase mainly as a result of
• Rising raw material prices which could not be charged on in the sales prices for an amount of approximately 4.6 million EUR;
• The decrease of the British Pound, which negatively influenced the EBITDA result with 1.1 million EUR;
• Non-current items considerably influence the results:
• On the one hand, the group wrote off a number of material and immaterial assets and set up a number of non-current provisions and on the other hand, a one time positive result was realised on an insurance matter, resulting in a total net cost of 3.4 million EUR;
• Taxes: pursuant to the positive outcome of the litigation with regard to the Luxembourg captive structure, the entire tax position of the group was reassessed; this lead to a non-current profit of 4.9 million EUR, including the tax effects on the abovementioned non-current items;
• Earnings after taxes amount to 7.6 million EUR vs. 6.1 million EUR in 2007. Without the abovementioned exceptional results, the earnings after taxes amount to 6.1 million EUR, which is in line with the previous year;
• Net cash flow increases by 17.6% from 25.1 million EUR to 29.5 million EUR.

Processed Meats Division TerBeke-Pluma:

• Turnover increase of 11.1%, mainly as a result of the September 2007 acquisition of Berkhout;
• Continued growth in pre-packed processed meats.

Ready Meals Division FreshMeals:

• Continued improvement of profitability;
• Reorganisation of production activities in France.

Proposal to maintain the gross dividend at 2.10 EUR per share

2. CONSOLIDATED KEY FIGURES 2008

In '000 EUR	2008	2007	%
Revenu (net turnover)	393,206	366,669	7.2%
EBITDA	29,866	29,274	2.0%
Recurrent operating result (REBIT)	11,378	12,192	-6.7%
Operating result (EBIT)	7,953	10,242	-22.3%
Net financing costs	-4,712	-3,896	20.9%
Operating result after net financing costs (EBT)	3,241	6,346	-48.9%
Taxes	4,363	-277
Earnings after taxes (EAT)	7,604	6,069	25.3%
Net cash flow	29,517	25,101	17.6%
Total assets	239,436	247,770	-3.4%
Equity	78,146	74,421	5.0%
Net financial debt	69,853	71,681	-2.6%
Equity/Total assets (in %)	32.6%	30.0%	8.7%
Gearing ratio	89.4%	96.3%	-7.2%

In EUR per share	2008	2007	%
Number of shares	1,732,821	1,730,171	0.2%
Average number of shares	1,731,641	1,727,118	0.3%
Net cash flow	17.05	14.53	17.3%
Earnings after taxes	4.39	3.51	25.0%
EBITDA	17.25	16.95	1.8%

• Net cash flow = earnings after taxes + depreciation + impairment + changes in provisions
• EBITDA = Operating result + depreciation + impairment + changes in provisions

3. REPORT OF THE STATUTORY AUDITOR ON 2008

The statutory auditor, DELOITTE Auditors BV o.v.v.e. CVBA, represented by Mr. Dirk Van Vlaenderen, has confirmed that his auditing work, which is essentially completed, has brought no significant correction to light which would have to be reflected in the bookkeeping information included in this press release.

4. DIVIDEND

In accordance with the evolution of the earnings after taxes, the Board of Directors will propose to the General Meeting of Shareholders, as it did with regard to 2007, that a gross dividend be distributed over 2008 of 2.10 EUR per share. In doing so, the Board of Directors wishes to maintain a proper balance between the company's needs and the recognition of the shareholders for their support, as well as to express its confidence in the company's future development.

5. NOTES TO THE CONSOLIDATED KEY FIGURES

5.1. Turnover

Ter Beke continues to focus on increasing the profitability of its activities. The total turnover of the group increases in 2008 by 7.2% from 366.7 to 393.2 million EUR.

The turnover of the ready meals division remained almost equal compared to 2007. This is the result of continued autonomous growth on the one hand and of the termination by FreshMeals of a number of important high volume contracts, especially in France, which were closed at too low a margin. In the course of the first semester of 2008, an agreement was signed with Weight Watchers® on the launch of ready meals (lasagne, pizza and spaghetti) in Belgium.

The turnover of the processed meats division increases by 27.0 million EUR (+11.1%). This turnover increase is mainly the result of the full year consolidation of the results of the Dutch Berkhout Verssnijlijn, acquired in September 2007. On a like for like basis, the turnover decreases slightly. This is the result of various elements.

Firstly, the turnover in the fourth quarter was negatively influenced by the economic crisis, especially in Spain and the UK, where Christmas sales were disappointing. In addition, the 2008 UK turnover had to be converted into Euro at the devaluated exchange rate of the British Pound. Finally, in 2007 a number of low profitability volume contracts with Belgian and German discounters were terminated, the full effect of which influences the 2008 turnover. In a positive way, the growth at all major European retailers, with new introduction both in bulk and in service slicing, amply compensated the sales decrease in the traditional channels in all countries. Nevertheless, Ter Beke will continue to invest in the products and services for the traditional channel. In the Netherlands, the prepacked processed meats range was further extended and the distribution level was increased, which gave rise to further turnover growth.

5.2. EBITDA and Recurrent Operating Result (REBIT)

The EBITDA increases considerably as a result of the full year consolidation of the results of Berkhout Verssnijlijn but primarily as a result of a better productmix, further improved efficiency in production and supply chain activities and an important reduction of the organisation cost throughout the group.

In the end, the 2008 EBITDA only increases by 0.6 million EUR (from 29.3 million EUR in 2007 to 29.9 million EUR in 2008) primarily because 4.6 million EUR of raw material price increases could not be charged on in the sales prices. The margin in the processed meats division was also under pressure as a result of the decrease of the British Pound, which negatively affected the results by 1.1 million EUR in 2008 compared to 2007. At the level of the REBIT, the EBITDA increase is compensated by a rise of 1.2 million EUR in the operational depreciations. This rise is primarily the result of the acquisition of Berkhout Verssnijlijn but also of the depreciations resulting from the 2007-2008 investment programs which Ter Beke realised entirely.

5.3. Net financing costs

The increase in net financing costs by 0.8 million EUR is primarily the result of the external financing of the Berkhout Verssnijlijn acquisition (0.6 million EUR) and a slight increase of exchange rate losses on trade receivables in British Pound (0.2 million EUR).

5.4. Investments

In 2008, Ter Beke invested 17.4 million EUR in tangible fixed assets. The most important investment projects were the transfer of the poultry processed meat production from the Ruiselede site to the Waarschoot site and the further modernisation and expansion of the slicing- and packaging infrastructure.

5.5. Taxes

The operational tax rate over 2008 (8.7%) decreases compared to the tax rate over 2007 (25.8%). This is primarily the result of the recurring effect of the positive outcome of the litigation on the Luxembourg captive reinsurance structure.

5.6. Non-current results

The 2008 net result is positively influenced for an amount of 1.5 million EUR as a result of the following non-recurring items:

5.6.1 Non-recurring items have a total net cost of 3.4 million EUR in 2008

The group decided to fully impair the goodwill in British Pound (resulting from the 2007 SDF acquisition) and to impair certain material fixed assets on an accelerated basis, primarily with regard to the French production activities. The restructuring of the French organisation, which led to a reduction of 60 employees, was fully executed in the beginning of July 2008 within the provision which was set up in 2007. In addition, some provisions for non-recurring operational costs were included in the 2008 results, relating to announced redundancy payments and one time cost increases. The group also obtained a one time positive result on an insurance matter, which caused the total non-recurring effects to amount to 3.4 million EUR.

5.6.2 Non-recurring tax profit of 4.9 million EUR

As announced earlier, Ter Beke won the litigation against the Belgian tax authorities on the Luxembourg captive reinsurance structure in appeals on May 6, 2008. The tax authorities waived their right to an appeal before the Supreme Court. As announced in the press release on the first semester results, the group examined the consequences of this decision on the consolidated tax position. As a result, Ter Beke can incorporate the entire deferred tax liability on the equity of Ter Beke Luxembourg per 31 December 2007 in the 2008 result (+ 12.8 million EUR after taxes) on the condition that, at the same time, it expenses the deferred tax assets of which the realisation in the near future is not fully guaranteed (- 7.9 million EUR)

5.7. Earnings after taxes

The total net earnings after taxes in 2008 amount to 7.6 million EUR vs. 6.1 million EUR in 2007. Without the abovementioned non-recurring results, the 2008 net earnings after taxes amount to 6.1 million EUR, which is in line with the earnings after taxes in the previous year.

6. PROSPECTS FOR 2009

In 2009, the group will continue to work on improving the profitability of its activities, both in the processed meats division TerBeke-Pluma and in the ready meals division FreshMeals. Ter Beke will also continue to invest in its Come a Casa brand and will continue to build a relationship of trust with its customers and the consumer.