MANAGEMENT’S DISCUSSION AND ANALYSIS INTRODUCTION IMPORTANT NOTES We, us, our, Company, High Liner  Review and approval by the Board of Directors  Adoption of International Financial Reporting Standards  Other important documents  Non-IFRS Financial Measures  Currency  Comparability of periods Quarterly and annual comparisons in this MD&A  Forward-looking statements  Accounting estimates and assumptions 14 HIGH LINER FOODS INCORPORATED This MD&A includes statements that are forward looking. Our actual results may be substantially different because of the risks and uncertainties associated with our business and the general  economic environment. We discuss the principal risks of our business  in Section 8 of this MD&A. We cannot provide any assurance that  forecasted financial or operational performance will actually be  achieved. If it is achieved, we cannot provide assurance that it  will result in an increase in our share price. See Section 9 entitled  “Forward-Looking Information”. The preparation of consolidated financial statements under IFRS  requires management estimates and assumptions that affect  the reported amounts of assets and liabilities and disclosures of  contingent liabilities at the date of the Consolidated Financial  Statements and the reported amounts of revenue and expenses  Unless otherwise indicated, all comparisons to the fourth quarter of  2011 are against the fourth quarter of 2010, and all comparisons to  fiscal 2011 are against fiscal 2010. References to the fiscal years 2010,  2011 and 2012 are to the 52 weeks ended January 1, 2011, December 31,  2011 and December 29, 2012, respectively. The Company believes these non-IFRS financial measures provide  useful information to both management and investors in measuring  the financial performance and financial condition of the Company.  These measures do not have a standardized meaning prescribed  by IFRS and, therefore, may not be comparable to similarly titled  measures presented by other publicly traded companies, nor should  they be construed as an alternative to other financial measures  determined in accordance with IFRS. Our definition of Standardized  Free Cash Flow and Adjusted EBITDA follows the October 2008  “General Principles and Guidance for Reporting EBITDA and Free Cash  Flow” issued by the Canadian Institute of Chartered Accountants.  These measures are defined in more detail later in this document. The Company’s fiscal year-end floats, and ends on the Saturday  closest to December 31. Most of our fiscal years have 52 weeks, but  from time to time, some fiscal years will have 53 weeks. Both 2011 and  2010 had 52-week years.  Additional information relating to High Liner, including our most  recent Annual Information Form, is available on SEDAR’s website at www.sedar.com, and in the Investor Information section of High Liner’s website at www.highlinerfoods.com. The Company reports its financial results in accordance with  International Financial Reporting Standards. We have included in our  Quarterly Report and this MD&A certain non-IFRS financial measures  and ratios. These non-IFRS financial measures are Adjusted EBITDA,  net debt and free cash flow. Financial information contained in this MD&A for fiscal 2011 and 2010  are comparative as we restated 2010 to be in accordance with IFRS.  Financial information prior to January 3, 2010 has not been restated  as the transition rules did not require us to do so. Where historical  information is presented in this MD&A that has NOT been restated to  IFRS, we have noted it as such.  We adopted International Financial Reporting Standards (“IFRS”) for  our fiscal 2011 year, with restatement of fiscal 2010 comparatives. Our transition date under IFRS was January 3, 2010, which is the  beginning of our fiscal 2010 year. Complete details on our transition to  IFRS are included in note 26 to our consolidated financial statements  that are included in the Annual Report on page 103. While there  were many changes in numbers relating to our financial results and  statement of financial position, our adoption of IFRS did not result in  material changes to EBITDA or net income. We note, however, that the  book value of shareholders’ equity as at our transition date increased  by $6.1 million, primarily due to the write-up of property, plant and equipment. In some parts of this document we discuss balance sheet and  operating items in domestic currency. This effectively means that the  self-sustaining U.S. operations are converted to Canadian dollars at  par. We have done this to show the true changes in domestic currency,  eliminating the effect of fluctuating foreign exchange rates on the  translation of our U.S. subsidiary. U.S. dollar denominated items in the  Canadian operations continue to be converted to Canadian dollars at  the balance sheet date for balance sheet items and at the exchange  rate of the day the transaction occurs for income statement items. All dollar amounts are in Canadian dollars unless otherwise noted.  Approximately two thirds of our operations, assets and liabilities  are denominated in the United States currency. As such, foreign  currency fluctuations affect the reported values of individual lines on  our balance sheet and income statement. When the Canadian dollar  strengthens, the reported values decrease and the opposite occurs  when the Canadian dollar weakens. The Board of Directors, on recommendation of the Audit Committee,  approved the content of this MD&A on March 15, 2012. This MD&A  includes High Liner’s operating and financial results for fiscal 2011 and fiscal 2010, and should be read with our Consolidated  Financial Statements. In this MD&A, these terms all refer to High Liner Foods Incorporated,  and its businesses and subsidiaries. during the reporting period. We use accounting estimates to  determine various items, including allowance for doubtful accounts  receivable, estimated amounts owing to customers for various sales  and promotional programs and other costs to be invoiced to us after  period end but relating to the accounting period in question. We base  our estimates on historical experience, current trends and various  other assumptions that are believed to be reasonable under the  circumstances. If final amounts differ from estimates, it is expected to  have little or no impact on our financial condition. In our judgment,  none of the estimates discussed in Note 2 (e) of the Consolidated  Financial Statements for the period ended December 31, 2011 require  High Liner to make assumptions about matters that are highly  uncertain. None of the estimates is considered a critical accounting  estimate, except as noted in Section 7. Management’s discussion and analysis (MD&A) provides  management’s perspective on High Liner, our performance, and our  strategy for the future. 