ROADSHOW PRESENTATION June 2018
DISCLAIMER This document (the Document) was prepared by ORSERO S.p.A. (Company) only for the purposes of presenting the Company. The information contained herein may not be complete and exhaustive and no guarantee can be given as to its accuracy. This Document was drafted on the basis of data and information of the Company and/or in the public domain, and on parameters and assumptions determined in good faith by the Company. However, these parameters and assumptions are not the only ones that could have been selected for the purpose of preparing this Document, therefore the application of additional parameters and assumptions, or the existence of different market conditions, could lead, in good faith, to analyses and assessments that may differ, in whole or in part, from those contained herein. The information and/or the assessments contained herein have not been subjected to verification by independent experts, and are subject to changes and/or updates. The Company undertakes no obligation to give prior or subsequent communication in the event that any such changes and additions may become necessary or appropriate. No information contained in this Document can or shall be considered a guarantee or an indication of future operating, financial and equity results of the Company. To the extent permitted by applicable law, the Company and its corporate officers, managers, employees, and consultants do not make any declaration or guarantee and do not assume any obligation, either express or implied, or responsibility as to the accuracy, sufficiency, completeness and update of any information contained in the Document nor in respect of any errors, omissions, inaccuracies or negligence herein. This Document is provided merely for information and indicative purposes and does not constitute in any way a proposal to enter into any contract nor a public offering of financial products, nor advice or a recommendation to buy or sell any financial products. You are the exclusive addressee of this Document which as such cannot be delivered nor disclosed to any third parties nor reproduced, in whole or in part, without the prior authorization of the Company. To the purpose of representing the financial data consistently with the current perimeter of consolidation, all financial data displayed and commented in the “Key Financials – Pro forma“ section of this document refers to Consolidated Financial Reports prepared on a pro forma basis in order to include all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017 and consolidated with the line-by-line method from that date onwards. All the comparison between 2017 Pro forma data are based on the 2016 Pro-forma Financial Data disclosed on April 12,2017, and prepared to take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A.. 2
AGENDA Pag. 4 GROUP OVERVIEW ➢ CORE ACTIVITIES Pag. 8 ➢ KEY FINANCIALS – Pro forma FY 2017 & MID-LONG TERM STRATEGY Pag. 16 ➢ APPENDIX Pag. 23 ➢ 3
GROUP OVERVIEW
MAIN MILESTONES FROM 1940 TO DATE 5
THE GROUP AT A GLANCE ORSERO is the holding company (listed in the AIM Italia of Borsa Italiana) of the Italian and international group with the same name, a leader in Mediterranean Europe for the import and distribution of fresh fruit and vegetables for over 80 years. The Group’s Business model is based on two pillars: the DISTRIBUTION of a vast array of fresh produce , and the IMPORT & SHIPPING of bananas and pineapples using its owned ships. The Group generates consolidated sales close to 940 M€ *, of which abt. 850 M€ in the Distribution segment. ** * Year 2017 proforma (inc. 2017 acquisitions) 6 ** Internal reporting statistics
GOVERNANCE & SHAREHOLDERS ’ STRUCTURE SHARE CAPITAL KEY EXECUTIVES Paolo Prudenziati Chairman, MD and Chief Commercial Officer Raffaella Orsero Deputy Chair, MD and Chief Executive Officer Matteo Colombini Last Update : Jan.10, 2018 MD and Chief Financial Officer ANALYST COVERAGE Banca Akros Andrea Bonfà Banca IMI Gabriele Berti BOARD OF DIRECTORS Vanessa Colangelo • The Board of Directors consists of 9 members, 3 executives plus 6 non-executive members of which 2 are independent CFO SIM Luca Arena directors and 2 are promoters of Glenalta Food SPAC . Equita SIM Fabio Fazzari • The company established on a voluntary basis: • Remuneration Committee NOMAD Banca Akros • Related Party Transactions Committee • These committees are constituted by the major part by Specialist CFO SIM independent directors. Auditing Company KPMG 7
CORE ACTIVITIES
BUSINESS MODEL 9
ORSERO DISTRIBUTION FOOTPRINT EUROPEAN DISTRIBUTION MAP Logistic Platform or Market Stand EUROPEAN DISTRIBUTION MAIN FEATURES Tons of products distributed Ripening centres in Europe ~700,000 * 20 each year Capacity of fruit and banana Warehouses for product 35,000 25 storage (pallets) handling Fruit and vegetable market sqm of total working area 160,000 27 stands 10 * BU Ditribution - Year 2017 proforma (inc. 2017 acquisitions)
ORSERO DISTRIBUTION PRODUCTS AND CLIENTS MIX MAIN PRODUCT ORIGINS SECTOR INSIGHTS % of volumes 2017 • The Distribution sector sourcing comprises 4 main product/supply chain model - Banana and Pineapples, are tropical fruit sourced all year round from the same origins since they can be harvested, despite 48% some up/down in productivity, 52 weeks on 52; few suppliers are involved , the biggest part is procured by the Import & Shipping Segment (Simba) of Orsero completing the range with other 100% major brands or peculiar origins (e.g. Canary banana in Spain) 24% - Overseas products are sourced from extra-EU vendors based chiefly in the Southern Hemisphere, providing fresh produce on 16% seasonal sales campaign / counter season basis ( i.e. when the 12% domestic produce is off) Total Bananas and Overseas Domestic EU - Domestic product, still a minor part of the bunch but with 1 2 3 4 5 increasing importance, several purchasing contracts are Pineapples products products products finalized with small local producer depending on availability of goods DISTRIBUTION CHANNEL MIX - EU products consist of import from EU countries of counter season fresh fruit and vegetables % of sales 2017 Supermarkets Wholesalers • All fresh produce, apart bananas and pineapples, could be marketed almost all year long (e.g. Kiwi from NZ in 100% 100% 100% 100% 100% Spring , or Kiwi from IT in fall/winter) - sourcing from different countries, depending on seasonality 38% - implying different supply chain 54% 55% 61% - utilizing appropriate cold storage (e.g. Kiwi from NZ in Spring , or 79% Kiwi from IT in fall/winter) • The composition of sales channel vary form country to 62% country adjusting accordingly to the overall penetration 46% 45% 39% of modern trade on food retailing 21% - Italy and Spain are still countries with a good balance between supermarkets and wholesalers ITALY FRANCE SPAIN PORTUGAL GREECE - Portugal and France are characterized by a deeper concentration of supermarkets 11
SHIPPING SERVICE FOR THE IMPORT OF BANANAS AND PINEAPPLES THE "CALA ROSSA" ROUTE Europe Rio Haina Tarragona Lisbon Moin Vado Ligure Turbo Central America "CALA ROSSA" MAIN FEATURES 4 owned conventional reefer vessels carrying produce of the Orsero Group (40-50% of the total) and of major international importers (50-60% of the total) Storage 10,500 Average cruise speed of each (50% in the hold and 50% in 22 knots pallets cargo ship reefer containers on deck) Total round trip Average time of unloading (1 week ahead of the 28 days <18 hours (50% less than competitors) competition) 12
COMPETITIVE LANDSCAPE PRODUCER/IMPORTER DISTRIBUTOR VERTICALLY INTEGRATED & COMMODITY HORIZONTALLY INTEGRATED & SPECIALIST WIDE PRODUCT RANGE Activity • Selective approach on product category • Balanced and broad portfolio (e.g. imported/counter season F&V, local produce, • Economies of scale repacking solutions) • Mainly focused on fresh produce harvested all • Logistic platform to grant geographical coverage Main features year long (e.g. bananas and pineapples ) or and service level seasonal (e.g. melons) • Some cases of integration with Producer/Importer • Business model and vertical integration vary form (e.g. Orsero Group) player to player, • Few European big players, several regional players • Branding opportunity and many sub regional small operators. • Distribution partnership needed to market their products Players 13
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