INITIAL PUBLIC OFFERING January ary 2017 DISCLAIMERS Gene neral - PowerPoint PPT Presentation

A pre preli liminary ary pros rospe pect ctus us and an an amen ended ed an and res restat ated ed pre preli liminary ary pros ospe pectus ctus co contai aining importan ortant infor ormat ation relat relatin ing to to the he sec ecur urit ities ies des escr cribed ibed in in this his inves vestor or pres presen entat ation (the he “Presentation”) has has been been fi filed led wit ith the he secu ecuritie rities regulator regulatory auth uthor orit ities ies in in each each of of the pro provi vinces ces an and terri erritor ories ies of of Can anad ada. A co copy of of the he amended ed an and res restat ated ed preli preliminar ary pr pros ospe pectus ctus, an and an any am amendment, is is req required ired to to be be deli elivered vered with this his Pr Pres esentat ation. The he amended ed an and res restat ated ed preli preliminar ary pr pros ospe pect ctus us is is stil ill subj ubject ect to to complet letion on. There here wil ill not ot be be an any sale ale or or any accept acceptan ance ce of of an an off offer er to to buy buy the he sec ecur urit ities ies un until il a recei receipt pt fo for the he fin inal pros prospe pect ctus us has has been been is issued ued. This his Pr Pres esen entat ation on does oes not ot pr prov ovid ide fu full ll dis isclos closur ure of of all all mat aterial erial facts facts relat relating to to the he secur ecurit ities ies offered ffered. Inves vestor ors should uld read read the he amen ended ed an and res restat ated ed preli preliminar ary pr pros ospe pectus ctus, the he fi final al pr pros ospe pectus ctus and an any amen endmen ent for or dis iscl closur ure of of tho hose facts facts, es espe peciall cially ris risk factors factors relat ating to to the secur urit ities es offered fered, before fore makin ing an an inves vestmen ent decis isio ion. INITIAL PUBLIC OFFERING January ary 2017

DISCLAIMERS Gene neral Prospective investors should rely only on the information contained in the amended and restated preliminary prospectus dated January 9, 2017 (the “amended and restated prospectus”) . This Presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the amended and restated prospectus. A prospective investor is not entitled to rely on parts of the information contained in this Presentation to the exclusion of others. Freshii Inc. (the “Company”, “Freshii”, “us” or “we”), the Selling Shareholders and the Underwriters have not authorized anyone to provide prospective investors with additional or different information. The Company, the Selling Shareholders and the Underwriters are not offering to sell the Class A subordinate voting shares in any jurisdiction where the offer or sale of such securities is not permitted. For prospective purchasers outside Canada, neither we, the Selling Shareholders nor any of the Underwriters has done anything that would permit this offering or possession or distribution of the amended and restated prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Prospective investors are required to inform themselves about, and to observe any restrictions relating to, this offering and the possession or distribution of the amended and restated prospectus. In this Presentation, all amounts are in United States dollars, unless otherwise indicated. Terms used but not otherwise defined in this Presentation have the meanings ascribed to them in the amended and restated prospectus. Any graphs, tables or other information in this Presentation demonstrating the historical performance of Freshii or any other entity contained in this Presentation are intended only to illustrate past performance of such entities and are not necessarily indicative of future performance of Freshii or such entities. All capitalized terms used but not defined in this Presentation shall have the meaning ascribed to them in the amended and restated prospectus. Forward-Loo Lookin ing Infor orma mati tion on This Presentation contains “forward -looking information” for purposes of applicable securities laws (“forward -looking statements”) . Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations or assumptions regarding the future of our business, future plans and strategies, our operational results and other future conditions. Forward-looking statements can be identified by words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “seek”, “target”, “potential”, “will”, “would”, “could”, “should”, “continue”, “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Presentation and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. In addition, our assessment of, and targets for, future system-wide sales, annual revenue, new store openings, same-store-sales growth, average royalty rate, average franchise fees, other income, Adjusted EBITDA, Pro Forma Adjusted EBITDA are considered forward-looking statements. The forward-looking statements and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current trends, current conditions and expected future developments, as well as other factors that we currently believe appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates, and assumptions will prove to be correct. Certain assumptions in respect of our store unit growth in North America and internationally, our ability to drive same-store sales growth, our ability to continue to innovate product offerings that resonate with our target customer base, our ability to retain key management and personnel, our ability to source products that are key to our menu offerings and expand our distribution capabilities both in North America and internationally, our ability to continue to expand our international presence and grow our brand internationally, our ability to continue to invest in infrastructure to support our growth, our ability to obtain and maintain existing financing on acceptable terms, currency exchange, interest rates, the impact of competition, changes to trends in our industry or global economic factors and changes to laws, rules, regulations and global standards are material factors made in preparing the forward-looking statements and management’s expectations contained in this Presentation. 1 CONFIDENTIAL