2014 INTRAFISH SEAFOOD INVESTOR FORUM Paul Jewer, CFO May 20, 2014 - - PowerPoint PPT Presentation

May 20, 2014 | New York

2014 INTRAFISH SEAFOOD INVESTOR FORUM Paul Jewer, CFO

Disclaimer

Certain statements made in this presentation are forward-looking and are subject to important risks, uncertainties and assumptions concerning future conditions that may ultimately prove to be inaccurate and may differ materially from actual future events or results. Actual results or events may differ materially from those

• predicted. Certain material factors or assumptions were applied in drawing the

conclusions as reflected in the forward-looking information. Additional information about these material factors or assumptions is contained in High Liner Foods’ Annual available on SEDAR (www.sedar.com) and the Investor Information section of High Liner Foods’ website (www.highlinerfoods.com).

2

CAD presentation:

• High Liner Foods is traded on the Toronto Stock Exchange and references to

stock price, dividends and market cap are presented in CAD

USD presentation:

• Beginning with the 2012 annual report, the Company began to present its

financial statements in USD

• 2010, 2011 and 2012 are fully converted and restated under IFRS rules to USD;

previous years Canadian GAAP statements are converted from CAD at the annual period-end and average USD/ CAD exchange rates and remain as originally reported in Canadian GAAP

Presentation Currency

3

Co m pany Overview

TSX Listings Data

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TSX symbol1 HLF Recent price2 CAD$44.35 52-week range2 CAD$29.51 - $49.80 Shares outstanding ~15.33M Total market cap ~CAD$680M Quarterly dividend3 CAD$0.21 per share Current yield3 ~1.9%

1 Public company since the 1960’s; listed on TSX in 1971 2 Source: TSX May 16th, 2014 3 Effective May 8th, 2014

HLF Three Year Share Price History2

High Liner Foods Corporate History

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1 Acquired FPI’s North American marketing & manufacturing businesses 2 In 2005, Icelandic & Samband of Iceland merged 3 Acquired on October 1st, 2013 (see Slide 22)

2014

Today’s High Liner Foods 1926

High Liner brand created

1992

Northern Cod moratorium

2003/04

High Liner sells its fishing assets

2007

FPI acquisition1

2011

Icelandic USA acquisition2 2010 Viking acquisition

1899

WC Smith founded (salt fish)

1945

National Sea Products created

1999

Name change to High Liner Foods

2013

American Pride Seafoods acquisition3

1986

Fisher Boy acquisition

1982

Commodore private label acquisition

Business Overview

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61% 39%

Product Form

Value-added Other

74% 26%

Branding

HFL Brands Other

* The charts above reflect the Company’s business profile based on sales and on a proforma basis including American Pride

70% 30%

Geography

USA (incl. Mexico) Canada

69% 31%

Channel

Foodservice Retail

• We are the North American leader in value-added frozen seafood
• In Canada, #1 market position in retail and largest foodservice player
• In the U.S., estimated #2 in retail value-added (including private label) on a volume

basis and the leading supplier of value-added products in foodservice

• Our vision is to be the leading supplier of frozen seafood in North Am erica

Advantaged Business Model with Market Breadth

• Strong global

procurement built

• n long-term

relationships with network of quality suppliers

• Broad procurement

activities in North America and strong footprint in Asia

• Geographically

diverse procurement territory mitigates changes in the cost

• f raw materials
• State-of-the-art

web-based IT system to manage logistics and quality for

• verseas suppliers
• Logistics expertise

allows timely delivery of raw materials and finished goods from over 20 countries to all key customers

• Seamless logistics

process approach tailored to be cost- effective and customer oriented

• Scheduled

deliveries to major customers on regular basis

• 2X the size of largest

competitor in retail & food service channels (100% ACV) in Canada

• Largest grocery-

chain supplier of private label value- added seafood in U.S. and Canada

• The largest food

service suppliers of value-added seafood in U.S.

• Estimated #2

supplier of seafood by volume in U.S. retail channel including private label and niche brands Broadest Market Reach in Industry Market Leading Brands Diversified Global Procurement Frozen Food Logistics Expertise Innovative Product Development

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• Low-cost and efficient
• $18M in annual synergies

related to Icelandic USA acquisition include cost savings from two plant closures:



Burin, NF (late 2012)



Danvers, MA (early 2013)

• Scallop and value-added

processing facility acquired as part of American Pride acquisition in Q4 2013

Optimized Manufacturing Footprint

Lunenburg, NS (Can) Capacity p.a.: 40m lbs Utilization: 81% Portsmouth, NH (U.S.) Capacity p.a.: 80m lbs Utilization: 83% Malden, MA (U.S.) (1) Capacity p.a.: 41m lbs Utilization: 32% Newport News, VA (U.S.) Capacity p.a.: 90m lbs Utilization: 77% New Bedford, MA (U.S.) Scallop Processing Capacity p.a.: 12m lbs Utilization: 67% Burin, NL (Canada) Danvers, MA (U.S.)

HLF facility Closed facility

New Bedford, MA (U.S.) Value-Added Capacity p.a.: 87m lbs Utilization: 61% (1) Leased facility

Aggregate production capacity of ~350M lbs per annum Ability to increase 25M lbs p.a. with minimal capital investment

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Financial Review

Strategic:

• Acquired American Pride Seafoods (“American Pride”) on October 1st
• Achieved 99% of our strategic goal to sustainably source all of our seafood

Financial:

• Created value for shareholders – increased share price and dividends
• Reported record sales and net earnings (although lower than expected)
• Debt amendments in Feb 2013 resulted in significant interest savings
• Significant deleveraging in Q1 – Q3 (prior to the American Pride acquisition)

Operational:

• Completed Icelandic USA integration and related plant consolidation and

relocation of U.S. food service distribution center in Q1 2013

• $18M in total annual synergies achieved related to the Icelandic USA

acquisition

Fiscal 2013 Highlights

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Sales History

$- $200 $400 $600 $800 $1,000 $1,200 2006 2007 2008 2009 2010 2011 2012 2013

USD millions $947M

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Diluted EPS and ROE History

0% 5% 10% 15% 20% 25% 30% $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 2006 2007 2008 2009 2010 2011 2012 2013

Return on Equity Diluted Earnings per Share

Diluted EPS Partially Adjusted Diluted EPS Adusted Diluted EPS Return on Equity

Diluted EPS is net income as reported divided by the average diluted number of shares Partially Adjusted Diluted EPS is based on Adjusted Net Income(1) except including non-cash stock compensation expense Adjusted Diluted is based on Adjusted Net Income(1)

$2.65

(1)Adjusted Net Income is net income as reported excluding the after-tax impact of: business acquisition, integration and other expenses; impairment of

property, plant and equipment related to plant closures; additional depreciation on property to be disposed of as part of an acquisition; increased cost of goods sold relating to purchase price allocation to inventory acquired over its book value; non-cash expense from revaluing an embedded derivative associated with the long-term debt LIBOR floor and marking-to-market an interest rate swap related to the embedded derivative; the write-off or write down of deferred financing charges on the re-pricing of our term loan; withholding tax related to intercompany dividends; and stock compensation expense. 13

$0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Annual Dividend per Share ($CAD)

Dividend History

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Common shares up to September 15, 2007; Common and non-voting shares from Dec 15, 2007 to Dec 17, 2012; Common shares from December 18, 2012 to present

10-year CAGR (2003 to 2013): 31%

$0.70 $0.82* *Assumes Q3 and Q4 dividend at same rate approved for Q2 of CAD$0.21

$0 $50 $100 $150 $200 $250 $300 $350 Q1 2013 Q1 2014 Excluding American Pride American Pride

Financial Review – Q1 2014

$302.6 $275.2

Sales (USD millions)

• Q1 sales in domestic

currency were $310.1M in 2014 and $275.8 M in 2013

• American Pride sales

were $41.4M in Q1 2014

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Financial Review – Q1 2014

$- $5 $10 $15 $20 $25 $30 Q1 2013 Q1 2014 Standardized EBITDA Partially Adjusted EBITDA Adjusted EBITDA

$27.2M

EBITDA (USD millions)

$21.3M

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• Strong operational

performance in Q1 through the busy Lenten period

• $6.0M improvement in

Adjusted EBITDA reflects challenges encountered by

• ur U.S. operations in 2013

are largely resolved

• American Pride contributed

$41.4M in sales and $2.2M in Adjusted EBITDA

Financial Review – Q1 2014

Diluted EPS (USD)

$0.00 $0.20 $0.40 $0.60 $0.80 $1.00 Q1 2013 Q1 2014 Diluted EPS Partially Adjusted EPS Adjusted EPS

$0.88 $0.63

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Deleveraging

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4.4x 3.4x 3.2x 3.9x 3.8x <3.0x

0.00x 1.00x 2.00x 3.00x 4.00x 5.00x Dec 31/11 Pro Forma Icelandic Dec 29/12 Sep 28/13 Pre-American Pride Acquisition Dec 28/13 Mar 29/14 Target

Net interest-bearing debt / Adjusted EBITDA ratio

• Favourable amendments to the Company’s debt facilities – Term Loan and asset

based loan (ABL) – announced late April

• Term Loan and ABL:



Increased capacity and flexibility for acquisitions, investments, distributions, capital expenditures and operational matters



Extended terms (Term Loan from Dec 2017 to Apr 2021 and ABL from Dec 2016 to Apr 2019)



Reduced interest costs

• Additionally, Term Loan facility increased from $250M to $300M and a number
• f covenants on this facility were improved or removed

Debt Amendments – Q1 2014

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Visio n & Gro w th Strategy

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Steady Course

Following years of strong growth, High Liner Foods remains on a steady course to achieve its vision to be the leading supplier of frozen seafood in North America

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Industry Drivers

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Long-term growth influenced by strong North American demographics An aging, health-conscious population 45+ years of age account for half of seafood consumption Health benefits tied to eating fish

• Fisheries recovering around the world largely due to the sustainability

efforts over the last ten years

• Growth from aquaculture species
• Long-term demand growth still greater than supply

Profitable growth

• Organic growth, acquisitions and supply chain optimization

Supply chain optimization

• Optimize our systems in procurement and purchasing, inventory

management, product rationalization, and shipping and warehousing

Succession planning

• With a significant number of retirements expected in the next ten years, focus

is required to both develop and hire talent to elevate the organization when retirement vacancies occur and to build the human capacity and expertise necessary to support our growth strategy and ensure the successful integration

• f acquired companies

2014 Strategic Goals

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$150M Adjusted EBITDA by 2016 (pro forma basis)

Innovation

• We are a recognized leader in our industry for introducing new and innovative

products and we will continue to focus on developing innovative product

• fferings that both increase the overall demand for frozen seafood products

and grow our market share

Industry consolidation

• Seafood category is highly fragmented due to global supply chain and high

number of species

• Substantial growth over the next several years must come from acquisitions

that continue to consolidate the frozen seafood industry



Four acquisitions since 2007 have significantly consolidated the U.S. food service channel and High Liner Foods has built a reputation as a successful consolidator with the ability to achieve meaningful synergies through integration of its acquisitions

Growth Strategy

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Investment Rationale

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Market Leader in North American Value-Added Seafood Market Competitively Advantaged North American Platform Unique Global Sourcing Network and Expertise Attractive Financial Profile and Strong Free Cash Flow Generation Proven & Experienced Management Team Strong Customer & Vendor Relationships

QUESTIONS?