SLIDE 2 – AGA FOODSERVICE GROUP, INTERIM RESULTS 2004

WBM: Good morning and welcome to our interim results presentation. I will start with a review of what was an encouraging first half and then Shaun will discuss our finances and our returns on a segmental basis. Having gone through an intensive programme of investment group-wide over the past three years, we are today providing a sector by sector perspective on our core markets, their growth rates, our position, routes to market and the competition. Stephen will do that and I will comment on current trading, strategy and how we are driving to achieve a step change in performance.

SLIDE 3 – 1st HALF 2004 – KEY THEMES

We are an established international major in premium cookers and fridges sold into both the consumer and commercial markets. Eat in or eat out, our equipment is ready to cook and preserve your food. Over 80% of profits come from selling cookers and fridges. In Consumer, we have strong cooking equipment businesses in Aga-Rayburn, Rangemaster and are growing in refrigeration through Marvel. To support their expansion we have strong ties into our lifestyle retail outlets. In retail we are comfortable with both owned and dealer stores. Meanwhile, in our commercial cooking and refrigeration businesses we have traded adequately through a downturn and have created structures now capable of winning market share, generating organic growth and improving returns.

SLIDE 4 – 1st HALF 2004 – OPERATING PROFIT

The slide shows performance over the last 4 years. Operating profits before goodwill amortisation reached £16.4 million in the first half – a 75% increase on the £9.4 million achieved in 2001 in the first figures we reported as the Aga Foodservice Group.

In 2001, the balance between consumer and foodservice was a 45/55 split. It is now 65/35 in favour of consumer. With the consumer operations progressing rapidly, it is now for foodservice operations to match the impetus.

Turnover in the first half of 2004 was up nearly 10% year on year, of which nearly 4.5% was organic growth – the balance coming from the Marvel acquisition.

The UK and European consumer businesses made £9.7 million – more than twice what Aga-Rayburn and Rangemaster made in 2001 and more than the Group’s then reported profit. Organic turnover growth in the first half from these businesses was over 15%.

SLIDE 5 – UK & EUROPEAN CONSUMER (i)

Aga had another excellent first half with sales and orders for Agas up a further 10% - making sales of 11,000 likely this year on way to our 2006 15,000 target. Margins continue to improve. Nearly 30% of orders were for products launched in the last 3 years. The electric generation of Aga products has proved immediately successful – now running at 10% of total orders. There are further major additions to the range this autumn which should help maintain the sales momentum.

Rangemaster, meanwhile, is a rejuvenated business since the 2002 reorganisation which saw us sell our low value cooker and fire operations for £5 million to finance factory and equipment upgrades and a marketing relaunch as Rangemaster. Sales were up around 20% with the 90cm models we introduced in 2002 the key driver. Back in 2001 we were producing 150,000 cookers, primarily low value and low margin. In 2003 we sold 51,000 range cookers – that’s cookers over 60 cm. This year we will sell over 60,000. The emphasis on international markets for Rangemaster is paying off with sales picking up in Australia, France, Holland and the US. So, from being a problematic operation just two years ago, Rangemaster has become a key profit driver – our 10% return on sales target is now plausible for what was a loss making business in 2000 and 2001.

SLIDE 6 – UK & EUROPEAN CONSUMER (ii)

At Fired Earth sales were up 10% and, on a like-for-like basis, up 7%. Fired Earth is starting to realise its potential as computer system and warehouse process upgrades bring operational efficiencies. The 9 joint Aga/Fired Earth shops are all performing well and accounted for 15% of Aga sales through Group owned stores.

2004 is Grange’s centenary and it is looking for a record year after a reorganisation programme last year which will give us a return on investment of 10% on the 8 million Euros invested. Grange now has Aga shop-in-shops in London, Paris, New York and Montreal and later this year they will be added in Seattle, Chicago and St Petersburg.

SLIDE 7 – US CONSUMER

In the US, our operations returned to profitability. Marvel had a strong first half with its own branded sales more than compensating for the expected decline in OEM business. The first Marvel undercounter wine fridges are now available under the Rangemaster and Falcon brands in the UK.

The overall home fashions market remains tough. Domain held up well being only marginally down like-for-like and up 17% overall with the benefits of the new space, which now represents 20% of its total retail space.

Domain now is beginning to build momentum with Aga sales from displays in 12 of its 31 stores and is intent on being the largest Aga distributor in the US next year. Our overall Aga business was up 50% in the first half and should breakeven after marketing costs for the first time in the second half. With the combination of Aga, including Aga branded Rangemaster products, Marvel and La Cornue, we are a coming force in the sector.

SLIDE 8 – UK & EUROPEAN FOODSERVICE

In UK & European foodservice, the markets were quiet with turnover down 4% to £69.9 million and operating profits down slightly from £5.0 million to £4.2 million. The profit fall was entirely in the UK with Mono actually accounting for more than the total profit decline. The reason behind the fall in profit was low spending levels earlier in the year amongst key national accounts following the sustained period of uncertainty in the supermarket sector. This was the first half year since Mono was acquired in which we have not had a large roll out with a major supermarket chain. Across the foodservice businesses, demand has been picking up, not just with supermarkets but more widely in the pub and hotel markets.

On the continent, Bongard saw profits up on turnover slightly ahead. Last year’s factory re-layouts and efficiency drives have worked well. With growing interest in quality artisan breads, our equipment is particularly well placed.

In refrigeration, progress is now being made with substantial orders for Wembley. The Infinity Fryer is now specified by Wimpey  and is to go on field test with two of the major international Quick Service Restaurant companies - a really exciting development.

SLIDE 9 – US FOODSERVICE

In the US, profits were down at £1.2 million on lower turnover of £19.3 million. Belshaw and Adamatic were flat but remain well placed this year with a greater second half bias. Belshaw, in particular, is performing well. Victory, the refrigeration business had higher costs to absorb and saw its margins squeezed.

So, foodservice markets are cyclical, but we have addressed fundamentally how best to deal with them, not waiting for upswings as a panacea – as you will see after Shaun completes a review of the finances.

SMS

SLIDE 10 – HALF YEAR 2004 : PROFIT & LOSS ACCOUNT

Good morning. I am pleased to say that, as indicated in the July trading statement, profits were up in the first half. The operating profit before goodwill amortisation was £16.4 million, up nearly 8%. This includes £1.1 million net in capitalised development spend, compared with £0.9 million in the 2003 restated profit figure of £15.2 million. The goodwill amortisation charge was £4.0 million and should be similar again in the second half of the year. This charge will not appear next year under International Accounting Standards when goodwill is frozen in the balance sheet and subject to impairment testing.

The net interest receivable of £300k down from £0.5 million in the prior year reflects the lower cash balances during the period following last year’s acquisition of Northland Marvel and the £9 million spent buying shares back in the market.

The tax rate for the half year, pre goodwill amortisation, has risen as anticipated and is around 20%, a rate we are now expecting to hold for 2004 and 2005.

Of note is that the translation currency impact on the P&L was a cost of approximately £100,000 in the period.

SLIDE 11 - RAW MATERIAL PRICES/COSTS

Raw material prices are rising and cost us £500,000 in the period - most of which relate to stainless steel prices - and they are expected to rise to £1.25 million over the full year. Rising energy prices will only impact us modestly in 2004 as we are hedged to the end of quarter 3. In 2005 energy price rises are expected to increase by some £0.75 million. Manufacturing efficiencies provide a partial offset and some of the cost increases are passed on – notably in consumer. There are also some cost reductions achievable, as with insurance, where the market has softened appreciably.

SLIDE 12 : HALF YEAR 2004 – OPERATING CASHFLOW

The cashflow from operating activities was strong at £9.4 million. In addition, we received, as expected, the £3.8 million cash consideration from Laing for the old Falcon factory site at Larbert after we moved out in April.

The working capital outflow was considerably reduced at £6.8 million compared to last year’s outflow of £12.6 million. We would expect the typical strong second half operating cashflow as the seasonal peak unwinds.

Provision movements include £1.7 million in relation to pensions and will be similar in the second half. Under SSAP 24 the scheme is in surplus. The ongoing charge of around £5 million is covered by these provisions and by the surplus.

Capital expenditure totalled £6.3 million compared to depreciation of £4.0 million. Full year capex is likely to be circa £14 million – below last year’s record level - and it should fall further in 2005.

In total, we made a return of over £15 million to shareholders in the period. Dividends paid totalled £6.4 million and the share buy-backs accounted for the remainder. Overall, cash balances fell by a little over £10 million.

SLIDE 13 – HALF YEAR 2004 : BALANCE SHEET

Looking at the balance sheet, net assets employed in the Group have fallen by £2.0 million, in large part because of the share buy-back. The currency impact on the balance sheet was to reduce net assets by some £2.8 million.

Net cash at £19.4 million reflected the good cashflow performance and was ahead of expectations. The cash balance was obviously before the 5.1 million Euros spent on acquiring La Cornue in early August and the more recent acquisition of Pavailler.

SLIDE 14 : HALF YEAR 2004 – SHARE BUY-BACK/EPS/DPS

The Group, as you will be aware, bought back 3.7 million shares at an average price of 237 pence, spending £9 million in the process. The total number of shares in issue at the end of the period was 125.7 million. The balance sheet remains strong and our rating modest and so we will continue to make further share buy-backs in the second half.

We also continue to increase the dividend, with a third consecutive year of double digit growth, a cumulative increase of 47% over the last 3 years. It underlines our confidence that higher sustainable returns will be delivered in the coming years.

SLIDE 15 - HALF YEAR 2004 : SEGMENTAL PERFORMANCE

In March we commented on the impact of International Accounting Standards, particular in relation to research and development, pensions and the amortisation of goodwill. Also, as the Standards are introduced, segmental reporting comes with it. Here are some of the key numbers for the 4 segments under which we currently report. With the shape now established and acquisitions assimilated, it is performance shown in such tables that is critical to our planning. We are targeting a return on sales of over 10% and for the return on capital to remain well ahead of the cost of capital of 8.5%. The table, which shows 12-month rolling numbers, clearly emphasises the established strength of European consumer; US consumer can readily produce higher returns on relatively low capital employed as we develop these businesses; the foodservice operations are where the returns now need to show through, to support the investment and work put into their expansion.

I would now like to hand over to Stephen who will discuss our markets and their prospects in more detail.

SLIDE 16 – MARKET ANALYSIS

Thank you Shaun.

Good morning. I would like to take you through the markets for our cookers and fridges and explain their size and growth rates, our share and how we are positioned within them. You will see that we are in some expanding markets with products which are actually driving the growth. Where growth rates are lower, we have the product and commercial position which will enable us to take market share.

SLIDE 17 – UK & EUROPEAN CAST IRON RANGE COOKING

Firstly, European cast iron range cooking. We dominate a niche market of around £100 million through the Aga and Rayburn brands. The growth we have engineered in recent years has also helped competitors grow, but our key competitor remains our own products refurbished. Our Aga foundry and our enamelling processes are key competitive advantages. Rayburn will see a new design and new boiler system in the next year which will move it off a sales plateau. So we now have a great product range and we have much-loved and well established brands – among the most powerful in the UK.

SLIDE 18 – EUROPEAN RANGE COOKING (UK/ FRANCE/ ITALY/BENELUX/SCANDINAVIA)

Now the European range cooker market.

There has long been a niche range cooker market - but it comprised small, premium producers like La Cornue.

Within Europe, only in the UK with the launch of Rangemaster ten years ago, copying characteristics of the Aga, did a wider market develop. On the continent, built in continues to dominate at lower price points. So range cooking is still primarily a UK market. Latest industry statistics show we account by value for 36% of the market and 28% by volume. The overall range cooker market in the UK is only 7% of the total market including built ins and under 4% on the continent. The market is growing at over 10% and we are generating most of the growth notably through our 90 cm, 2-oven models. The number of displays we have in the UK provides a considerable competitive advantage. The opportunity again is to create a similar market at the equivalent price point on the continent.

The Aga/Fired Earth shops bring a broader lifestyle image with a larger customer base. The 4 Aga/Grange shops plan a similar role.

SLIDE 19 – US RANGE COOKING

The range cooker market in the US is already substantial. Viking has a complete domestic range of commercial style products as does Sub-Zero/Wolf. Bosch, through its Thermador brand, and Maytag are major players. So, unlike in Europe, range cooking is well established at the mid to premium end of the market. Our presence there remains modest but we now have an improved level of penetration through our 24 distributors as well as our 12 Domain and 2 Grange kitchen studio concept stores. The quality and quantity of leads from our web-based lead management system is now starting to increase business levels. With the recent addition of modified Rangemaster products branded Aga Legacy – now available in US standard 36” widths – we have become an important mainstream player. Additionally, we have La Cornue with its links to powerful distributors and to Williams Sonoma, the leading cookware retailer. Intriguingly, the US price points for equivalent products make our conventional range cookers highly competitive and we also bring distinguishing features like colour; cast iron radiated heat cooking and our retail formats through Domain and Grange.

SLIDE 20 – NORTH AMERICAN PREMIUM DOMESTIC REFRIGERATION

The acquisition of Northland Marvel took us into the undercounter wine fridge and ice maker market - a sector differentiated by its use of commercial standard equipment in the home. Our major high-end appliance cooker competitors, Viking and Sub-Zero are also players in this market behind the leader U-Line. It is a growing US market as refrigeration spreads from the kitchen to other areas around the home. The US is way ahead of Europe but we are well placed to lead the expansion of a comparable market in Europe.

SLIDE 21 – EUROPEAN BAKERY (UK/FRANCE/ITALY/ SPAIN/ BENELUX)

Looking now at our foodservice markets.

We are the world’s largest producer of in-store bakery equipment – ovens and related refrigeration – and in Europe we have 35% of the UK and 80% of French markets. Competition is strong, but tends to be nationally focused or to cover limited product ranges. We have unparalleled strength in distribution and in product support as seen in a recent Mono/Bongard tender win for Tesco’s European in-store bakeries. Overall the in-store bakery market is mature but new formats look for smaller footprints and flexibility, as in the concept we produced for Marks and Spencer of a mobile self-contained bakery.

We have particular strength in deck ovens used by specialist bakers as seen in Bongard’s Cervap which cooks like an Aga using radiated heat and which is the oven behind French artisan breads - Jamie Oliver uses a Cervap oven in his new retail bakery in Battersea.

SLIDE 22 – EUROPEAN REFRIGERATION AND PRIME COOKING

The European refrigeration and prime cooking markets are large at around £600 million but have been flat. Our strength is in the UK. In prime cooking, our traditional strength is in 6-burner ranges – a core kitchen product – and in customised work with relatively high engineering content. European competition led by Electrolux and the Ali Group is strong. National habits, formats and technical regulations are powerful conservative forces. Williams Refrigeration’s international strength is in Australia and in China, where we have a long established factory able to sell in the domestic market as well as support our UK businesses. It is a resource in which we intend to invest further.

SLIDE 23 – NORTH AMERICAN BAKERY

North America bakery is an interesting market. Nearly all supermarkets have some form of bakery. There is, however, only ITW, the major conglomerate through its Baxter’s subsidiary which is a local producer and this leaves US chains sourcing from a plethora of small overseas companies. Using our well-established Belshaw and Adamatic operations and sourcing from Europe, the opportunity to take market share is clear, particularly as the bakery industry responds to the Atkins diet by looking for premium healthy bread products.

SLIDE 24 – WORLDWIDE DEEP FAT FRYER MARKET

Looking at some of these foodservice markets it is easy to see how significant the Infinity Fryer could prove to us. It provides:

- A second major line for Falcon alongside its 6-burner ranges.

- It takes us into the Quick Service Restaurant chains, opening up the largest sub-sector in the industry and one in which we are little represented. It can pull through more refrigeration and high output cookery products for us, having a material impact on the top line because of the operational gearing on the profits of our existing operations. The fryer market itself is substantial at around $500 million a year. It is obviously mature in some sectors – but the Infinity Fryer is a revolution and should induce some customers to hasten replacement cycles. In frying our competition is Enodis, the market leader, Middleby Marshall a quoted US group and a vast array of other smaller players.

We have tested the product successfully with major groups and expect sales to them to start by the year end. We have a product which sells at £2,200 and costs £1,400 per annum less to run than its competitors. The savings are such that we can provide packages under which the immediate savings in oil and energy are greater than the cost of an operating lease, making the leasing of an Infinity Fryer an immediately cash generative move – a powerful story indeed.

WBM

SLIDE 25 – CURRENT TRADING – CONSUMER

Looking now at current trading.

The European consumer operations continue to be strong. Aga’s home survey numbers – over 60% of home surveys ultimately lead to sales - are up into the teens this year and margins are good as the benefits of operational gearing continue. Rangemaster is seeing record sales levels this autumn and has a strong order book. Fired Earth had an excellent July sale.

In the USA, Domain has confidence that its new autumn ranges sourced from the Far East bought ex-factory at attractive prices, together with demand edging up, will bring a performance rebound. Marvel expects a busy autumn. So, overall, we expect a good second half.

SLIDE 26 – CURRENT TRADING – FOODSERVICE

In UK and European foodservice, the better order books can be expected to feed through into better results. Williams, in particular, is busier than for 2 years with orders running up 15% on a year ago. Falcon remains flat and prospects are linked to the rate of growth in sales of the fryer. In European bakery, supermarket spending is spluttering into life. In North America, Victory and Adamatic, in particular, have had testing periods as they gear up to take the full range of bakery products to focus on more chain accounts and this continues to impact on short term trading. Belshaw is working flat out in the second half and absorbing the costs of the launch of the Infinity Fryer into the USA.

Taking all this into account, in foodservice we expect the second half to be broadly in line with last year.

SLIDE 27 – RAISING BUSINESS RETURNS

We have created over the last 3 years a strong, closely aligned cooker and fridge grouping serving the consumer and foodservice markets. We believe that our businesses now have the ability to achieve well above the sector growth rates in the next few years because of the quality of the products and our international reach. The onus is firmly on sales and marketing. As we showed with Rangemaster, we are ready to take radical action if businesses fail to make the progress we expect.

SLIDE 28 – LA CORNUE

While working to deliver results we remain alive to new market opportunities which strengthen further our market positions. This applies to both La Cornue and Pavailler. While La Cornue had long been on our target list, we only pursued it vigorously when its parent, the US engineering conglomerate Nortek, approached us ready to sell. What we saw was a business:

- Able to benefit from our production expertise and buying power.

- Needing UK distribution beyond a single shop in central London.

- With design work prepared for a diffusion brand which would tie in with our Falcon professional cooking range products.

- With a well established link to a major US distributor.

- With a high sunk cost in well designed cookware that could be added to our own range.

La Cornue is a strong brand but is in need of support and professionalisation – a comparable position to that of Aga 5 years ago. We expect to provide similar impetus for a product already loved by Brad Pitt, Jacques Chirac, Silvio Berlusconi and Celine Dion who has three. We shall broaden their product range using Rangemaster’s selling structures and expertise. For Euros 5.1 million it brings a Euros 9 million turnover break-even business with net assets of Euros 2 million which should be able to more than double turnover and hit the return on sales target of 10%.

SLIDE 29 – PAVAILLER

Pavailler is the second largest supplier of bakery equipment to the supermarket and artisan market in France – after our own Bongard – and has particular strength internationally in French-speaking countries. We had looked at Pavailler prior to the Bongard acquisition. Pavailler has had a history of over-reaching itself and did so again with a poorly managed move into the USA. Losses in 2003 of 6 million Euros culminated in its banks withdrawing banking lines and Pavailler went into administration in July. We were the logical commercial acquirer and are pleased to have reached a deal with the administrator. The assets acquired for 2.5 million Euros are at a material discount to their book values of Euros 10 million. We have not acquired debtors or creditors. We have taken on 3 factories and 220 employees. The task will now be to fund the working capital needed to restart the business. Pavailler’s continuing businesses had turnover of around Euros 32 million and was close to breakeven.

The acquisition makes us by some way the market leader in France – a productive base to support growing market share in the Benelux countries, Italy and Spain. All our European bakery operations will be aligned under Bongard’s able Managing Director, Yves Gerber. We are now ready to push into the US bakery working with the indigenous platform of our US operations provide.

We had an impressive plan for bakery pre Pavailler – it is the more so now.

SLIDE 30 – STEP CHANGE IN PERFORMANCE

Step changes from key businesses are what we are seeking. This has already been achieved in the UK by our consumer operations. There is more to come but the challenge remains to make the structures in place in Europe and the US - linking with Domain, Grange and key dealers - take development to a new level.

Elsewhere the step changes come from internationalising our bakery operations and cracking the Quick Service Restaurant market with our fryer. It requires the cement project, designed to link the businesses together, to deliver. These step changes are needed to make it a life less ordinary for the company and its share price rating. How quickly it is delivered is hard to read but organic market share growth across our foodservice operations is achievable with return on sales heading to the targeted 10%, at which point the overall returns fully justify the investments made, readily beating our cost of capital.

SLIDE 31 – SUMMARY

So, in summary we have a focus for the Group – a maker of cookers and fridges. In consumer we are ready to deal direct with the customer through our own retail outlets or through dealers.

- Our market positions are strong and the growth potential is clear.
- Organic growth is being achieved.
- The product and distribution structures are in place to drive foodservice; and
- We expect the good first half performance to continue