INDEPENDENT AUDITORS’ REPORT To the Shareholders of High Liner Foods Incorporated Auditors’ responsibility Management’s responsibility for the consolidated financial statements Opinion We have audited the accompanying consolidated financial statements of High Liner Foods Incorporated, which comprise the consolidated  statements of financial position as at December 28, 2013 and December 29, 2012, and the consolidated statements of comprehensive  income (loss), changes in shareholder’s equity and cash flows for the fifty-two weeks ended December 28, 2013 and December 29, 2012, 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 audits. We conducted our audits 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 auditors consider 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 28, 2013 and December 29, 2012, and its financial performance and its cash flows for the fifty-two weeks in  accordance with International Financial Reporting Standards. (signed) Ernst & Young LLP Chartered Accountants Halifax, Canada  February 19, 2014 HIGH LINER FOODS INCORPORATED 52