INDEPENDENTAUDITORS’ REPORT To the Shareholders of High Liner Foods Incorporated Management’s responsibility for the consolidated financial statements Auditors’ responsibility Opinion We have audited the accompanying consolidated financial statements of High Liner Foods Incorporated which comprise the  consolidated statement of financial position as at December 31, 2011, January 1, 2011 and January 3, 2010 and the consolidated  statements of income, comprehensive loss, accumulated other comprehensive income, changes in shareholders’ equity, and cash  flows for the 52 weeks ended December 31, 2011 and January 1, 2011, and a summary of significant accounting policies and other  explanatory information. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in  accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements  and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from  material misstatement.  An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial  statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material  misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor  considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and  the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated  financial statements.  We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of High Liner Foods  Incorporated as at December 31, 2011, January 1, 2011 and January 3, 2010 and its financial performance and its cash flows for the 52 weeks ended December 31, 2011 and January 1, 2011 in accordance with International Financial Reporting Standards. Chartered Accountants Halifax, Canada  March 16, 2012  49 AnnuAl RepoRt 2011