Management Presentation Forming a Leading European Aquaculture - - PowerPoint PPT Presentation

Management Presentation

Forming a Leading European Aquaculture Business “triton aquaculture GmbH” September, 2007

2

Management Team Consulting Board Gruppo Pizzolo (the Seller)

Denis Pece Head of Production Croatia Paolo Brazzalotto CFO Ulrich Höhberger CEO Controlling, Finance, Legal Sigurd Späth Product Management Carlo Dalla Rosa Head of Caviar Production Maurizio Grispan Head of Trout & Sea bass / bream Production Italy Otto Maier CSO (Sales) Robert Gabriel

3

Gruppo Pizzolo – the Seller Overview of “triton aquaculture GmbH” Business units Sites & biomass Strengths & Challenges Distribution & Marketing Group Financials Next Steps & Timetable

Agenda

4

History of carved-out businesses Italy

Diversified white-label group

Forward integration to secure sales of fish feed business Entering Croatia Entering Caviar Expand Croatia Source: Financial Book (PWC) Ongoing corporate reorganization

• Mr. Antonio Pizzolo

starts his agricultural activities in southern Verona Consolidation of agricultural activities and entry into the wine business Start of the cow business Incorporation of ASA Srl a company initially dedicated to animal feeding Group entered into the fish business, through the acquisition of Gruppo Ferretto

(holding Nuova Azzurro)

1860 1930 1970 1991 1998

Start up of sturgeons business in Calvisano ASA acquired 24,88%

• f Mrimirna (sea brass /

bream) Purchase of Cenmar through Marimirna On 30 June 2005 Nuova Azzurro, Mare Service and SGM have been merged through incorporation into Nuova Azzurro On 30 June 2005 Nuova Azzurro merged through incorporation into ASA - Disposal of Città Ducale farm

1998 1999 2003 2005 2005

Carve out by ASA of the caviar business contributed to a Newco, Cavial Srl Signed a debt restructuring plan with a pool of banks to

• btain new bridge

refinancing

2005 2006

First sale of caviar

2007

Purchase of additional investment in Cenmar (30,5%) directly by ASA

2007

5

Overview Gruppo Pizzolo SPA – “the Seller”

Key Financials 2005-2006 Revenues by Business Segment 2006

Carved-out assets 13%

Source: Financial Book (PWC)

6

Overview carved-out Aquaculture Assets

4 trout farms 1 sea bass / sea bream farm 1 Bio trout farm 1 caviar farm 1 sea bass / sea bream farm 2 sea bass / sea bream farm Source: Financial Book (PWC) Currently significant minorities in Croatia. However buy-out terms agreed, heads of agreement signed so that 90 % of business will be owned by NewCo pre-closing

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(in m€) 2006 05/2007 2007 2006 05/2007 2007 2006 05/2007 2007 2006 05/2007 2007 Total Sales 14.833 5.587 15.920 6.822 7.228 2287 7.372 1.840 3.178 791 5.564 19.245 22.203 8809 26.470 EBITDA 3.238 1.769 3.884

• 303

191

• 148

611 194 507 162 2.025 2.120 3.624 1783 5.000 Sales growth 18% n.a. 7% 6% n.a. 2% 73% n.a. 75% 15% n.a. 19% EBITDA margin 22% 32% 24% 3%

• 6%

8% 16% 20% 36% 16% 20% 19% Volume (tons) 2.147 n.a. 2.261 2.575 794 2.509 2,5 122,0 4,0 4.725 n.a. 4.774

• Avg. Selling price (€/kg)

5,77 6,07 6,28 0,00 2,88 0,00 423,60 569,30 561,85 n.a. n.a. n.a. 1) Italian & Croatian Business Units combined Caviar Consolidated Sea bass / Sea bream 1 Trout

Key Financials (Carved-out businesses)

All businesses with excellent performance, Caviar business started to produce sales in 2006 Trout business restrained due to lack of processing and distribution

Key performance indicators Sales by BU 2007 EBITDA by BU 2007

26,470 m€ 5,000 m€

Source: Financial Book (PWC)

Transaction Perimeter

60% 28% 12% Sea bass/bream Trouts Caviar

78% 12% 10% Sea bass/bream Trouts Caviar

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Overview carved-out Assets

Inventory (May 31st, 2007) Trouts 10.883 Sea bass / bream Italy 13.057 Caviar 21.372 Italy (gross) 45.312 Inventory provisions 762 Italy (net) 44.550 Croatia 9.241 Total (net) 53.791 Source: Financial Book (PWC)

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Agenda

Gruppo Pizzolo – the Seller Overview of “triton aquaculture GmbH” Business units Sites & biomass Strengths & Challenges Distribution & Marketing Group Financials Next Steps & Timetable

10

Ulrich Höhberger (52), CEO

More than 25 years of experience in corporate management with significant exposure

to the food sector

More than 15 years as interim manager with focus on turnaround, succession and

strong growth / expansion phases

Focus on controlling and legal, as well as production; expanding and efficiency

improvement; having implemented traceability systems

Pan European radius of action, in recent years with a focus on Eastern European

countries

Currently running a German food supplier with production in Germany, Czechia and

Russia (sales > 40 €m; 100 employees)

Advising the Croatian government on planning EU landings zones for wild fish Previous employers include Rheinmetall AG and ROI Management Consultants AG,

His majesty the Royal of Liechtenstein, et.al.

Degree Diploma, qualified engineer, Food Engineering (Weihenstephan) and MBA in

Finance (Wales/Hagen)

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We invite you to watch a movie about these assets Overview

We offer an investment opportunity in one of the strongest growing segments of food production

Sales 2007 FC

Five of the largest freshwater fish farms in Europe

7.4 m€

One caviar producer in Italy making money today

3.2 m€

One big on-shore aquaculture facility in central Italy

6.4 m€

50 % of Croatian mariculture, an emerging market in Europe

9.6 m€

A fully operational European sales organization

9.0 m€

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Movie

Overview

13

Sigurd Späth (38)

Category Manager at Deutsche See GmbH, responsible for a buying volume in the mid

double-digit € millions range

Prior to that, working in sales to wholesalers, retailers as well as restaurants, hotels and

caterers

Created and introduced brand „Select“ for Deutsche See GmbH and developed the

market for top restaurants

Extensive expertise in logistics, production and quality control (e.g. HACCP) Degree Diploma, agricultural economics (Technical University Munich) & Master

Science of Ichthyology (Humboldt University of Berlin)

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Investing in one of the biggest Aquaculture businesses

Calvisano (Caviar) Popoli (Trouts) Bussi (Trouts) Colli (Trouts) Rivodutri (Bio trouts) Rivoli di Osoppo (Trouts) Civitavecchia (Sea bream/bass) Croatia (Sea bream/bass)

We are investing in: The largest trout farms in Europe (Bussi, Osoppo) The largest Bio trout capacity in Europe One of the largest sturgeon farms in Europe The most modern sea bass / sea bream hatchery in Europe

Overview

15

Located in the largest EU markets

NewCo is located in the

EU, one of the world's largest seafood markets

The Company has produc-

tion facilities/processing and sales in the largest markets

Except for the UK and

Scandinavia, both competitive market-place

In addition serving Eastern

Europe, which is catching up to Western European consumer behavior quickly

• Convenience food
• Processed fish

Top 9 countries out of EU-27 in consumption of fish

Delivered by new company today Not yet delivered

0,000 0,500 1,000 1,500 2,000 2,500

France Spain Italy Germ any N etherlands Poland U K Portugal Greece Other

M illion tonne

Other 18 countries with 5 of them being delivered

Overview

Source: Management

16

5 10 15 20 25 30 35 Germany France UK Italy EU-15 average EU-27 average

1994 2005

+7% +15% +20% +9% +8% +5%

Fastest growing per capita consumption in the biggest markets

Fish consumptions is the highest growing compared to other protein resources like cattle, poultry etc. Developed countries have become more aware of the benefits of healthy and ecologically friendly food “Bio” is the mega trend in the food sector - fish is on the verge of being the next “big thing” in Bio

products

Food production / processing scandals or health issues (e.g. BSE, Asian Flu) – need for full traceability Rise in consumption of convenience products as consumers have less and less time to spare for meal

preparation

NewCo’s target markets show a growing consumption per capita

Source: FAO

Overview

17

Declining wildcatch while growing aquaculture

• f more than 5 % in the EU

EU wild capture

Wild capture is declining

because of

• Diminished fish stocks
• Stricter fishing policy

and environmental laws

• Reduced fishing fleet

Aquaculture production is

strongly growing with over 5 % per year in the EU (worldwide growth >10 %)

Production value in 2006

was about 4.8 billion €

Source: FEAP

1 2 3 4 5 6 7 8 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Million tonnes

EU aquaculture

200.000 400.000 600.000 800.000 1.000.000 1.200.000 1.400.000 1.600.000

2000 2001 2002 2003 2004 2005 2006 2007

kg per year

Freschwater species Maritim species

Overview

18

Investing in markets with big potentials

EU Aquaculture production by species

• No growth in trout because of shortage

in production capacity

• hot summer causes higher water

temperatures

• Often no new water-concessions
• No new concession on possible

locations New Company only has production with longtime water concessions (until 2039) and low water temperatures with maximum 13° C

• Sturgeon over fishing brought a big

shortage in Caviar

• Eel production went down 50 % in two

years, because of high rising prices for juvenile eels

• Fast growing production in sea bass/

sea bream

Source: Glitnir EU Seafood Report, FAO, FEAP

2005 2006 2007 T

• ns*

T

• ns

T

• ns

C arp 73.327 72.660 72.740 C atfish 6.434 6.760 6.820 Eel 8.805 7.790 4.950 T rout 326.501 334.060 334.380 T hilapia 700 750 1.150 Sturgeon 332 65 Other 539 539 350 Salmon 748.978 763.648 833.306 Seabrass 79.706 96.447 102.821 Seabream 93.772 113.585 120.225 Flatfisch 7.454 9.020 9.959 Other 16.631 18.695 17.950 T

• tal

1.363.179 1.424.019 1.504.651 Grow th (in %) 4,5 5,7 Freshw ater species 416.638 422.624 420.390 Sea w ater species 946.541 1.001.395 1.084.261 Source: FEAP

Fres hwater Sea water

Overview

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Our strategic focus aims to leadership in key segments

Key aims

• Covering the open / growing demand of special products
• Full service supplier of selected and high quality fish products
• Backward integration guarantees product quality for costumer

Portfolio Management

Focus on marketing &

sales…

…as well as cash-flow Expanding the value

chain

Intelligent diversified

product and service portfolio (simple processed

products, mega trend Bio as well as Caviar, mussels)

Expanding in selected

but good growing species (Sea bream,

Trout,Eel,….)

Strictly growing with

the market demand by investing in new sites

Selective acquisitions

• f new maricultures

Break-even start-up

business (caviar) Balanced Growth Strategic Focus Overview

20

Production meets selling … results in traceability

Our combined business will cover all major parts of the value chain. Combined business will be big enough to be a reliable supplier

• f large quantities

in a fragmented market environment.

Very consolidated Feed Hatchery Farming Processing & Logistics Sales & Marketing Catering, Retail, etc. Fragmented Fragmented Very fragmented Carved-out assets Otto Maier GmbH / Gabriel

+

Overview

21

Today we fit together what still belongs together

F

Markets served Production Munich

D HQ

NewCo combines Western / Central European sales capacity with Mediterranean production & sales

F AUT POL HQ D NL B CZ CR IT E HU SLO

3,000 t processing & sales & logistics 6,000 t production & sales Overview Logos versetzen

22

Structure follows facilities and markets

“triton aquaculture GmbH” (NewCo), Munich

Supervisory board Consulting board Italy Germany Croatia 2 Sites 7 Sites 4 Sites

Headquarter Regional companies Local Sites

Munich

Overview

23

In a fragmented market we are a big player

Overview

Trading

• Incl. 300 tons

from acquisition

24

International Business requires international management

C

• ntrolling

Italy C roatia

• G. C

eschia Germany

• S. Späth

Grispan /D alla R

• sa

D . Pece Financial D . Kloth Processing Sales Product mgt D irector

• S. Späth

N av ision

O utsourced

West C EO ED V U lrich H öhberger South Fish production C SO Otto Maier T raceability

• M. Scolari

C

• hr. Gabriel

tba

All positions at the farms remain with existing and approved management (Italy, Croatia, Sales) Sales staff is recruited out of the organization in commitment with M. Grispan, because Otto Maier

has been working with them for a long time

Accounting will be done in the BU’s like in the past; however OM’s existing Navision System will be

introduced to all the other BU’s / companies

Controlling over all companies will be a new function, done by Mr. Ceschia and the Financial

Director as well as consolidated bookkeeping with wide competence.

Processing and product management is an essential link to the costumer; it will be done by Mr.

Sigurd Späth

Consulting Board President Robert Gabriel

Overview

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Value adding Management – We do this job

(in t€)

We will achieve

• approx. 11 m€
• f EBITDA in

2008. Concentrating to bring trout business’ performance back in line with similar businesses in the sector. All other business units are growing in line with the market (organic growth and selected expansion projects).

Overview

2.931 638 1.519 1.349 380 10.541 5.002

• 1.277

852 EBITDA 2007 Trout Civ itav ecchia Cav iar Croatia O tto M aier G mbH Holding EBITDA 2008 Grow with the market Combine pro- duction with sales

• rganization
• Incl. full use
• f biomass &

Otto Maier GmbH

26

Agenda

Gruppo Pizzolo – the Seller Overview of “triton aquaculture GmbH” Business units Sites & biomass Strengths & Challenges Distribution & Marketing Group Financials Next Steps & Timetable

27

Maurizio Grispan (47)

Head of Italian aquaculture operations with Gruppo Pizzolo Has been with these aquaculture operations for over 30 years Leading role in design and construction of the Aquaculture plant of Civitavecchia Built up own sales network und business contacts due to lack of marketing & sales

at Gruppo Pizzolo

Professional in farming and sales

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60% 28% 12% Sea bass/bream Trouts Caviar

Our Trout business – at a glance

Trout Farms

Sites

5

Output (tons; 2007)

2,500

Current utilization

53%

Fish stock (5M07)

• Biomass (tons)

3,800

• Juveniles (million heads)

28

KPI‘s 2007

• Net sales (€`000)

7,123

• Avg. Selling price (€/kg)

2.84

Sales breakdown 2007

29

Inventory of trout

Fish biomass

Trout business

Source: Financial Book (PWC)

30

Expanding value chain – processing and marketing

Trout business

6,000 t/a state of the

art farming

Prime quality

locations

Lack of processing

follows lack of marketing

So only sell round

fish mostly to traders and competitors

Result is capacity

utilization <50%

+

Gabriel (France/Benelux) and Maier (Germany,

Austria, Poland) are among the largest trout distributors in the EU

Expertise and assets in logistics, processing and

marketing

Wealth of existing business relations and

distribution channels

Otto Maier is currently selling 2,100 tons of trout

and has processing capacity for 1,200 t of fish

Lack backward integration, has to purchase

entire biomass, most in Italy

31

Sales development

Trout business

in m€ 2005 2006 2007 2008 2009 2010 2011 2012 Sales growth n.a. 6% 2% 127% 18% 15% 1% 1% Sales volumes (tons) 2,650 2,575 2.509 5,050 5,500 6,300 6,300 6,300 Production (tons) 2,650 2,575 2,509 3,500 4,200 4,600 4,600 4,600 3rd party purchases (tons) 1,550 1,300 1.700 1,700 1,700 Feed cost (€ per kg) 0.73 € 0.83 € n.a. 0.76 € 0.76 € 0.76 € 0.76 € 0.76 €

6,2 6,9 7,1 8,8 8,4 9,6 9,7 10,0 6,9 9,9 11,5 11,5 11,5 1,0 1,4 1,5 1,5 1,5 7,4 7,2 6,8 16,7 19,6 22,7 22,8 23,0 5 10 15 20 25 2005 2006 2007 2008 2009 2010 2011 2012 Trouts (round) Trouts (processed) O ther

Juveniles; Trout caviar

• Incl. 3rd party purchases ;

premium priced Bio trout

32

Key market drivers

Per capita consumption in Europe stands at ~500g per year Production is currently still very fragmented Demand is constantly higher than supply Demand for processed (filleted, smoked) trout is expected to grow even faster Processed products are not heavily marketed – lack of processing by major producers

Poland, Denmark and Turkey

Low fat dietary product

Trout business

33

Considerable aquafarming know how accumulated over decades State of the art facilities, allow for large scale industrial type of production 3,500 tons

p.a. (2008; w/o expansion)

High water quality & low mortality due to excellent locations, Close to springs:

lower water temperature & minimum risk of contamination

Year-round production and counter-cyclical sales Largest trout farms in Europe; largest Bio trout farm in Europe Yet, capex backlog Stand alone lack of distribution capability

Opportunity

Trout business

34

ASA today can not use the fully market potential

Trout business

Italian Market 2007 by product group ASA Sales by product group 2007

7.4 € million 83 € million

BIO round 7% Round 93%

No price differentiation

R

• und

59% B io (round) 1% Proces s ed 40%

35

Strengths and Challenges

Strenghts To do‘s Trout business

Large production capacity High quality secured by locations

• close to springs
• Continuously low water temperature
• Minimum risk of contamination
• Natural preservation areas

Year-round production & counter-cyclical

sales

Bio trouts Long-running licenses (30 years) – no

new licenses will be issued at such prime locations

Environmental certification (EMAS) for

Bussi farm; IGP for Colli and Rivodutri farms

Modernization need Bussi farm

(€1.5 million)

Processing Trout caviar Switch farms to Bio production (Colli) Become largest Bio trout producer in

Europe

36

Carlo Dalla Rosa (41)

Head of caviar production since set-up of sturgeon plant in 1991/92 Has built up sturgeon farming at Calvisano „from scratch“ Doctoral degree in biology; Thesis on shrimp feeding

37

60% 28% 12% Sea bass/bream Trouts Caviar

Caviar business – at a glance

Calvisano

Sites

1

Output (tons; 2007)

~4

Current utilization

90%

Biomass sturgeon (tons, 5M07)

900

KPI‘s 2007

• Net sales (€`000)

3,179*

• Avg. Selling price (€/kg)

~560

Sales breakdown 2007

* incl. sales from caviar and male sturgeon

38

Fish biomass

Caviar business

Inventory of sturgeon

Total medium-term caviar output ~65 tons

Source: Financial Book (PWC)

39

0,0 1,1 2,2 5,4 7,2 7,2 6,6 6,5 2 4 6 8 2005 2006 2007 2008 2009 2010 2011 2012

Sales development

Caviar business

in m€ Volume growth Conservative price assumptions 2005 2006 2007 2008 2009 2010 2011 2012 Growth n.a. 374% 73% 75% 33% 0%

• 8%
• 2%

Sales volumes (tons) 0.0 2.5 4.0 9.0 12.0 12.0 12.0 12.0

40

Market environment and competitive landscape

Caviar business

Caviar is becoming increasingly

scarce – dramatic decrease of supply of legal wild caviar

Environmental pollution and illegal

catches have almost wiped out the sturgeon e.g. in the Caspian Sea

Protection of wild sturgeon through

CITIES (resolution of endangered species)

Strict catch quotas and limitations of

legal export and import

Farmed caviar production will almost

double, from 65 tons in 2005 to 125 tons in 2010

Today wild caviar is priced at least 4

times higher than farmed caviar despite virtually identical taste and quality “Caviar from farmed sturgeon used to be a tough sell. Now it's tough to fill the orders.”

September 2006

“Caviar from farmed sturgeon used to be a tough sell. Now it's tough to fill the orders.”

September 2006

Caviar farming is emerging as a global, multi million Euro business

41

Processing and marketing agreement

Caviar business

Pizzolo lacked processing as well as marketing know-

how – need for partnership

Exclusive partnership with Agroittica Lombarda (AL)

until 2013

AL will carry out the extraction, processing and

marketing of NewCo’s caviar on NewCo’s behalf in exchange for a 42% portion of the caviar extracted

AL will market NewCo’s production (equal to the

remaining 58%) with the objective to sell it in the “best market conditions”

Agreement valuable to NewCo

• AL is a highly reputable trader of caviar, e.g. selling

to Lufthansa, Singapore Airlines

• NewCo’s caviar already introduced to the market

and well received

• Quality of caviar confirmed in the market
• AL needs NewCo’s sturgeon supply to cover their

customers’ demand

Pioneer in farming sturgeon World‘s largest caviar farm – 20 tons in 2005 Agroittica's processing room looks like a hospital emergency room "If I had twice as much as I do, I could sell it." (CEO Agroittica)

Processing and marketing agreement

42

Start up own marketing & sales activities

Caviar business

NewCo will use benefits of AL’s reputation for marketing its

• wn caviar in the future

Agreement allows NewCo to sell ~9% of production on its own

behalf (currently not utilized by Pizzolo)

Agreement limited to current sturgeon biomass – new

sturgeons grown can be freely marketed

Insourced processing will require 20% of production costs –

compared to 42% under AL-agreement

Free caviar can be sold to major European delicatessen shops

and gourmet restaurants

Shifting pricing power to NewCo (up to 650 – 700 €/kg

achievable)

43

Strengths and Challenges

Strenghts To do‘s Caviar business

Break-even 2006 Strong growth of maturing biomass Ready to market (compared to many

projects in the news)

Contractually secured sales Small investment backlog, biomass age-

classes 2003-2005

Start self-marketing of caviar

44

Sea bass / sea bream Italy business – at a glance

Farm

Sites

1

Completely new built hatchery Output (tons; 2007)

1,084

Current utilization

81%

Fish stock (5M07)

• Biomass (tons)

1.050

• Juveniles (million heads)

6.0

KPI‘s 2007

• Net sales (€`000)

6,363

• Avg. Selling price (€/kg)

5.87

Sales breakdown 2007

60% 28% 12% Sea bass/bream Trouts Caviar

45

Fish biomass

Sea bass / sea bream Italy business

Inventory of sea bass / sea bream Seabass Seabream

Source: Financial Book (PWC)

46

Sales development

Sea bass / sea bream Italy business

in m€ 2005 2006 2007 2008 2009 2010 2011 2012 Growth n.a. 9% 2% 30% 33% 23% 35% 13% Sales volumes (tons) 1,382 1,014 1,084 1,300 1,700 2,000 2,800 3,200 Production in Civitavecchia (tons) 1,382 1,014 1,084 1,000 1,100 1,200 1,200 1,200 Expansion (tons) 300 600 800 1,600 2,000 Feed cost (€ per kg) 0.72 € 0.80 € n.a. 0.90 € 0.90 € 0.90 € 0.90 € 0.90 €

5,8 6,3 6,4 6,0 6,6 7,2 7,2 7,2 2,3 4,4 6,4 11,2 13,6 8,3 11,0 13,6 18,4 20,8 4 8 12 16 20 24 2005 2006 2007 2008 2009 2010 2011 2012 Civitavecchia E xpansion

47

4,02 4,30 4,29 4,68 5,35 6,25

0,00 1,00 2,00 3,00 4,00 5,00 6,00 7,00 Sea Bream 300/400 g Sea Bream 400/600 g Sea Bass 300/400 g Sea Bass 400/600 g Sea Bass / Sea Bream Croatia Sea Bass / Sea Bream Italy 131 131 140 150 157 173 210 223 50 100 150 200 250 2000 2001 2002 2003 2004 2005 2006 2007

Market environment and competitive landscape

Sea bass / sea bream business Breakdown of production by country 2006 Market growth 2000 – 2007 (in €million) Breakdown of prices by weight 2006 (€/kg)

Farming of both species has started about 15 years

ago

Italian consumption per capita has risen from

0.15kg in the early 1990’s to 1.8kg today

European market is estimated to triple to approx.

600’ tons in the mid-term

Currently total production is sold “round” Processed products are not heavily marketed – lack

• f processing know-how by major producers

Greece and Turkey

Key Drivers

Aqua‘s market share is 44% in Croatia and amounts to 6% in Italy

1% 9% 47% 22% 21%

Croatia Italy Greece Turkey Other countries

CAGR ~8% NewCo European market Source: FEAP

48

Strengths and Challenges

Strenghts To do‘s Sea bass / sea bream Italy business

Highly profitable business Excellent market positions, in the center

• f the best markets for sea bass / sea

bream in Europe (Rome) translating into above average prices

Major hatchery capacity and know-how

as a bottle neck of aquaculture

International quality & environmental

certifications (EMAS)

High demand growth, expansion

• pportunities

Growing with the market, acquiring new

concessions for mariculture

Complete an acquisition of 600 tons p.a. Expanding hatcheries capacity Water supply during ramp-up power plant Bio farming ready at Anzio site

49

Croatia business – at a glance

Sites

4

Output (tons; 2006)

1,133

Current utilization*

90%

Fish stock (06)

• Biomass (tons)

1,792

• Juveniles (million heads)

12.0

KPI‘s 2007

• Net sales (€`000)

7,836 Mari- mirna d.d. Cenmar d.d.

Sales breakdown 2007

Have a look

• n it by

film…..

60% 28% 12% Sea bass/bream Trouts Caviar

50

Fish biomass

Croatia business

Inventory of sea bass / bream Sea bass / sea bream Sea bass / sea bream

Source: Financial Book (PWC)

51

Sales development

Croatia business

in m€ 2005 2006 2007 2008 2009 2010 2011 2012 Growth n.a. 26% 11% 8% 0% 34% 77% 53% Sales volumes (tons) 967 1,133 1,177 1,250 1,370 1,700 3,700 7,000 Sea bass / bream (tons) 967 1,133 1,177 1,200 1,300 1,500 2,700 4,000 Shells (tons) 50 70 200 1,000 3,000 Feed cost (€ per kg) n.a. n.a. n.a. 0.90 € 0.90 € 0.90 € 0.90 € 0.90 €

5,2 6,1 7,8 7,2 7,8 7,8 10,2 12,0 1,2 6,0 12,0 1,6 2,5 1,7 3,0 2,4 4,5 6,3 7,6 2,0 6,0 6,8 8,6 9,6 10,3 10,3 13,9 24,5 37,6 5 10 15 20 25 30 35 40 2005 2006 2007 2008 2009 2010 2011 2012 E xisting farm (D almatia) N ew farm (P lomin) S hells O ther

Juveniles; government grants

52

Strengths and Challenges

Strenghts To do‘s Croatia business

Excellent contacts to government and

fishery consultants through Mr. Höhberger

Croatian Government will allow 5,000

tons of sea bass production in Dalmatia, about 3,000 tons are used, 1200 tons we have, and we want to expand additional 1,000 tons

Planned expansion supported by

Croatian government

The best water quality in European

mariculture

One of the largest hatcheries in the

Adriatic Sea, a bottle neck of mariculture

Closer to customers and faster time to

markets in Italy, Croatia, the emerging markets as well as Central Europe, compared to competitors in Greece and Turkey

Move Istrian production to Dalmatia

(ongoing) due to expiration of concession at Marimirna site in 2009

Modernize, rationalize and expand the

hatchery in Nin

Expanding by raising up further

mariculture cages and aquaculture facilities

Optimization and rationalize production

process in Dalmatia (best practice Civittavecchia)

53

Agenda

Gruppo Pizzolo – the Seller Overview of “triton aquaculture GmbH” Business units Sites & biomass Strengths & Challenges Distribution & Marketing Group Financials Next Steps & Timetable

54

Otto Maier (40), CSO

Developing Otto Maier GmbH (existing since 1875) into a leading processor for fresh

water fish in Germany within the last ten years

Built long-term business relations with big key accounts in the European food and retail

sector like Metro Group, Deutsche See GmbH or Dr. Oetker Group

Introduced innovative processed fish products to the German market (e.g. retail

packaging for fish like MAP, eel, sturgeon, striped bass)

Top connections to the whole fish business in Europe Degrees: master tradesman (Fishtrade), master craftsman (Fishtrade)

55

Main advantages for the requirements of discerning customers

Ability to guarantee the supply of large batches to large buyers Otto Maier GmbH is one of the largest suppliers for live and processed fish in Europe Ongoing high level of quality Working with Eastern Europe since 1957 Fast time to market

• ordering 5 p.m. delivering 6 a.m. distribution center or perishable center the next

day

• Existing selling organization and logistics operations
• Established business relations (only deliverer for gutted carps to Metro Group and

sturgeon filets)

• Favorable locations (closer to Central Europe than most competitors)

Meet consumer demands

• MAP packaging
• Bio; today too small quantities to satisfying the market
• Special deliverer for live fish
• Try to realize most wishes from the costumers

Marketing & Distribution Complete supplier for the requirements of wholesalers, retail chains and special clients

56

Prime business with the biggest costumers

Marketing & Distribution Markets served Breakdown of sales volume by buyer 2008 Build customer relationships based on established business relations of >10 years

Retail 27% Processing 15% Catering 10% Other 14% Wholesale 34%

57

Optimized logistics while choosing the right chains

Internal transport of living fish from farm to processing plant Use of specially designed trucks (water tanks with ongoing dosed oxygen supply) Majority of freight costs stem from loading / unloading – distance between farms and processing plant is “not an issue” for freight costs Processing Outsourced transporting

• f processed fish to

central warehouses NewCo is responsible for delivering fish to central warehouses; buyers take

• ver fish ex central

warehouses

Bremerhaven Frankfurt Airport Venice

All fish transports to central warehouses are already sold Marketing & Distribution

58

Metro Group supplier monitoring and tracing policies

Company will meet Metro’s strict requirements to suppliers through Otto Maier GmbH who already today is a certified supplier to Metro and Deutsche See GmbH Marketing & Distribution

Source: Metro Group website

59

Otto Maier GmbH – Certified supplier by the market leaders

Major customers

Metro (C&C, Real, Extra) Deutsche See GmbH Paulus main deliverer for frozen fish to

REWE

Frischeparadiese (Dr. Oetker Group) Edeka via Deutsche See GmbH Eisvogel

Marketing & Distribution

60

BIO – The Mega Trend in food Business

The end customers are demanding BIO fish from supermarkets

Strict guidelines for ecological aquaculture

Living conditions to enable natural behavior and appropriate ingestion Limited number of fishes per cubic meter Water quality shall meet species natural environment Regular monitoring of water quality Fish / fish meal for feeding shall come from wild catch intended for human beings Naturopathic treatment shall supersede common animal medicine

“BIO certification can only be granted to aquacultures, where habitation and nutrition are retraceable” Marketing & Distribution Today big suppliers in BIO fish are still missing

Newco could could be the biggest supplier for BIO trout in the future Nobody is able to bring big quantities of Bio fish to the supermarkets and

realize all the strict guidelines in BIO today

Source: Deutsche See GmbH website

61

Traceability is the main request for the future business

We have extensive experience in implementing quality control processes (incl. traceability) in the food industry

Safety in food business is the main target now

and will get most important for the future

NewCo is able to guarantee full traceability,

because of the whole supply chain in the own responsibility

People are tired from scandals or health issues

(e.g. BSE, Asian Flu) and demand high quality and safety products

NewCo is able to give the fish a history

Marketing & Distribution

62

B IO round 13% Processed 33% R

• und

20% R

• und

(trading) 27% Trout cav iar 3% Juv eniles 4%

Trout Sales Analysis 2008 – Sales by product group

Sales by product group 2008 Sales by product group 2007 7.4 € million 16.7 € million

No price differentiation Continu e to serve local Italian market

Marketing & Distribution

B IO round 12% R

• und

88%

63

Retail 0% Catering 6% Processing 14% Other 9% Other (competitors) 32% Wholesale 39%

Trout Sales Analysis 2008 – Sales by buyer

Sales volume by buyer 2007 Sales volume by buyer 2008

Retail 27% Other 14% Catering 10% Processing 15% Wholesale 34%

7.4 € million 16.7 € million

Utilize existing sales contacts

Marketing & Distribution

Source: Detailed management sales plan

64

Build on established business relations

Otto Maier is currently sourcing 2,100 tons of trout from Pizzolo competitors

• 60% directly
• 40% via a subcontractor

In addition, Otto Maier is selling approx. 2,000 tons of other species Otto Maier’ processing capacity is 1,800 tons Otto Maier will switch trout sourcing to NewCo outright, thus securing about half of

NewCo’s current trout output

Otto Maier will compensate the subcontractor by shifting his wild fish trading business

due to NewCo’s focus on aquaculture

In exchange the subcontractor will provide NewCo with distribution channels and

client contacts for selling shells

Otto Maier will transfer sales contracts (e.g. Metro, Deutsche See) to NewCo

Marketing & Distribution

65

Migration to more flexible markets …

Trouts 2005 2006 2007 2008 2009 Volume of sold fisch in tons

Italy

3.150 3.075 2.900 2.250 1.900 R

• und and alive

3.150 3.075 2.900 2.250 1.400 R egular farm ing P roducts (ex com pet) 2.250 1.975 1.800 2.250 1.400 S

• ld to com

petitor 400 400 400 S pecial ware 500 500 500 B IO farm ing 200 200 P rocessed fish (calculated as round) 500 gutted & filleted in Italy 500 sm

• ked

frozen

G erm an y

2.700 3.600 R

• und /alive

900 1.200 R egular farm ing P roducts 400 700 B IO farm ing (round) 500 500 P rocessed fish (calculated as round) 1.800 2.400 gutted & filleted in G erm any 1.400 1.133 sm

• ked

400 933 frozen 334

O th er Cou n tries

100 150 150 Total Trout needed 2.650 2.575 3.000 5.100 5.650 O wn P roduktion in 5 P lants 2.650 2.575 3.000 3.500 4.000 P urchases from 3rd parties 1.550 1.300 Total fish for S ale 2.650 2.575 2.509 5.050 5.300

Marketing & Distribution

Today only live and round fish is sold – this will be changed Otto Maier will switch his quantities from competitors to the NewCo Processed fish will be an opener for new markets NewCo knows this markets and is very experienced

66

Calculation of selling Prices is conservative

F C Trouts 2005 2006 2007 2008 2009 2010 P ricing R egular farm ing (round) €/kg 2,34 2,66 2,84 2,55 2,55 2,55 T routs for caviar production €/kg 20% 2,00 2,00 2,00 B IO farm ing (round) €/kg 2,34 2,66 2,84 3,80 3,80 3,80

• Avg. price

€/kg 2,34 2,66 2,84 2,83 2,80 2,92 P rocessed fish gutted & filleted €/kg 3,64 3,68 3,68 sm

• ked

€/kg 4,50 5,00 5,00 frozen €/kg 3,08 3,17 3,17

• Avg. P

rice €/kg 3,83 4,12 4,12 P urchases from 3rd parties €/kg 2,55 2,55 2,55

• Avg. P

rice €/kg 3,44 3,75 3,70

• Avg. P

rice (F ish) €/kg 2,34 2,66 2,84 3,37 3,60 3,66

Processin g type gu tted & filleted sm

• ked

frozen

10,00 3,60 Price 1th y Price 2nd y ff 5,05 88% 5,00 9,00 3,50 Yield 73% 50%

Marketing & Distribution

Processed fish will bring a higher profit and more demand Smoked trout filets are a good market

67

Agenda

Gruppo Pizzolo – the Seller Overview of “triton aquaculture GmbH” Business units Sites & biomass Strengths & Challenges Distribution & Marketing Group Financials Next Steps & Timetable

68

51% 31% 18%

(in m€) 2007 2008 2009 2007 2008 2009 2007 2008 2009 2007 2008 2009 Total Sales 15.920 18.590 21.338 7.372 16.700 19.641 #BEZUG! 3.178 5.564 7.418 19.245 26.470 45.849 53.391 EBITDA 3.884 5.871 7.255 611 3.542 4.421 1 507 2.025 2.928 2.120 5.002 10.541 13.304 Sales growth 7% 17% 15% 2% 127% 18% 73% 75% 33%

• 12%

73% 16% EBITDA margin 24% 32% 34% 8% 21% 23% 16% 36% 39% 19% 23% 25% Sales Volume (tons) 2.261 2.500 3.000 2.509 5.050 5.500 4,0 9,0 12,0 4.774 7.559 8.512

• Avg. Selling price (€/kg)

6,28 6,00 6,00 2,84 3,37 3,60 561,85 600,00 600,00 n.a. n.a. n.a. Sea bass / Sea bream 1 Trout Caviar Consolidated

Key financials 2007 – 2009

Key performance indicators EBITDA by BU 2007 EBITDA by BU 2008

Group Financials

Notes: Sales volume and avg. selling price only for main species Consolidated figures incl. Otto Maier GmbH & Holding

78% 12% 10% Sea bass/bream Trouts Caviar

5.0 m€ 11.4 m€

69

Group figures 2007 – 2012

Group Financials

Key Financials (m€) 2005 2006 2007 2008 2009 2010 2011 2012 P&L Revenues 25.742 30.023 26.470 45.849 53.391 67.088 84.390 102.364 EBITDA 2.224 3.713 5.002 10.541 13.304 17.673 24.905 30.890 Balance sheet Total assets 97.157 111.840 121.123 125.221 135.579 145.252 Net working capital 52.549 56.372 58.746 59.823 60.278 59.314 Cash Flow Expansion capex (net of subsidies) 11.156 7.930 Replacement capex 101 102 103 Δ Net working capital 840 3.823 2.374 1.077 455

• 964

CF available for debt service 4.162 5.735 9.282 14.088 21.360 27.174 Financing ratios Performance ratios Revenues growth

• 12%

73% 16% 26% 26% 21% EBITDA margin 19% 23% 25% 26% 30% 30% NWC / Revenues 199% 123% 110% 89% 71% 58%

70

Sales Volume Analysis Fish 2007 – 2012

Group Financials 2,3 2,1 2,3 2,5 3,0 3,5 5,5 7,2 5,1 5,5 6,3 6,3 6,3 0,1 0,1 0,2 1,0 3,0 2,7 2,6 2,5 16,5 12,8 10,0 8,6 7,6 4,8 4,7 5,0 4 8 12 16 20 2005 2006 2007 2008 2009 2010 2011 2012 S ea bass / bream Trouts S hells m tons

• Incl. 3rd party

purchases

71

Sales Volume Analysis Caviar 2007 – 2012

Group Financials m tons

9 12 12 12 12 20 35 40 40 40 3 4 52 52 52 47 29 10 20 30 40 50 60 2005 2006 2007 2008 2009 2010 2011 2012 S turgeon Trout

72

Sales Analysis 2007 vs. 2008

Sales by BU 2007 Sales by BU 2008 Group Financials

60% 28% 12% Sea bass/bream Trouts Caviar

45% 41% 14% Sea bass/bream Trouts Caviar

26.5 m€ 40.9 m€

(Otto Maier GmbH will contribute ~5 m€ in sales

73

25% 27% 4% 20% 1% 5% 18%

Material consumption Personnel cost P roduction cost O ther direct cost H

• lding cost

O ther indirect cost Trading business

Cost Analysis 2007 vs. 2008

Operating cost by BU 2007 Operating cost by BU 2008 Group Financials

47% 14% 12% 21% 6%

Material consumption Personnel cost P roduction cost O ther direct cost O ther indirect cost

74

Pushing the trout unit is the only really action we have to do …

Switching trout sourcing Otto Maier from Rossi et. al. to NewCo, brings more demand

• f 2,700 tons in 2008

Increasing trout production up to 3,500 tons in 2008 Realize further trout processing from the beginning; 1,800 tons production capacity is

available 2008 at the location of Otto Maier GmbH

Add Trout Caviar to product portfolio Grow and sale juveniles also for external, in case of big demand in the later summer,

when disease are coming out at the competitors with warmer water

Tackle maintenance backlog in the major farm of Bussi and increase production up to

5,000 tons in the further years

In 2009 launching a smart production plant geographic optimized close to the axis

“Rome – Ancon – Zadar” (then beginning Seabrass processing, too) Group Financials

There is a not satisfied demand of trouts in Europe

75

Development of Profitability Trouts 2007 – 2008

Group Financials Sales development EBITDA development

2.297 6 6.900 1.040 3.953 16.700 7.372

• 249
• 25

Sales 2007 V

• lume

Price M ix Processing Ex pansion Trading O ther rev enues Sales 2008 9.328 192 3.542 611

• 617
• 303
• 5.669

EBITDA 2007 Sales M aterials Personnel O ther direct cost O ther indirect cost EBITDA 2008 Processing cost

76

Key Financials Trouts 2006 – 2009

Group Financials

(in m€) 2006 2007 2008 2009 Total sales 7.228 7.372 16.700 19.641 EBITDA 191 611 3.542 4.421 Sales growth 6% 2% 127% 18% EBITDA margin 3% 8% 21% 23%

77

Only following the market grow: Sea bass / bream and their juveniles

Using full capacity of the hatcheries at Civittavecchia and Nin (Dalmatia, Zadar) Acquisition by succession of a qualified on shore Aquaculture plant in the south of

Rome 2008 (600 tons per year)

Capacity expansion by using an existing mariculture permission close to Anzio (East

Coast of Italy), launching the farm in the middle of 2008

Expanding mariculture in Dalmatia (Croatia) 2009 ff for around 1,000 tons by

demanding for new permissions as well as contracting or acquisition smaller farmers (Croatian authorities will help us)

Switching the production of Marimirna to the Region of Zadar in 2009 Pushing further mariculture permissions in Santa Marinella (East Coast Italy) and

invest in mariculture at the end of 2009 Group Financials

“Market size is expected to triple” (citing a big competitor out

• f Greece)

78

Sales development Sea bass / bream Italy 2007 – 2008

Group Financials Sales development EBITDA development

141 2.266 8.266 6.363

• 11
• 493

Sales 2007 V

• lume

Price M ix Ex pansion Sales 2008

1.903 434 1.969 2.607

• 6
• 1.369
• 324

EBIT D A 2007 Sales Materials Personnel Other direct cost Other indirect cost EBIT D A 2008

79

Sales development Sea bass / bream Croatia 2007 – 2008

Group Financials Sales development EBITDA development

156 1.594 9.557 10.324

• 191
• 15
• 777

Sales 2007 Volume Price Mix Expansion O ther rev enues Sales 2008 767 1.543 1.915 3.263

• 21
• 70
• 871

EBIT D A 2007 Sales Materials Personnel O ther direct cost O ther indirect cost EBIT D A 2008

80

Key Financials Sea bass / bream 2006 – 2009

Group Financials

Sea bass / sea bream Italy (in m€) 2006 2007 2008 2009 Total sales 6.258 6.363 8.266 11.028 EBITDA 1.777 1.969 2.607 3.927 Sales growth 9% 2% 30% 33% EBITDA margin 28% 31% 32% 36% Croatia (in m€) 2006 2007 2008 2009 Total sales 8.575 9.557 10.324 10.309 EBITDA 1.461 1.915 3.263 3.328 Sales growth 26% 11% 8% 0% EBITDA margin 17% 20% 32% 32% Sea bass / sea bream combined (in m€) 2006 2007 2008 2009 Total sales 14.833 15.920 18.590 21.338 EBITDA 3.238 3.884 5.871 7.255 Sales growth 18% 7% 17% 15% EBITDA margin 22% 24% 32% 34%

81

And only bring the caviar to market …..

Break-even in 2006, considerable EBITDA contribution going forward … …breeding out more than 60.000 kg Caviar with a Value of more than 50 m € Only a few competitors have maturing sturgeon, so we ar one of the first mover

in this business

We have secured sales (contract) and good experience to sell our free useable

quantity

We intend to create brand

Group Financials

The demand of caviar, is not to satisfy in this time

82

Sales development Caviar

Group Financials Sales development EBITDA development

2.085 341 3.178 5.564

• 40

Sales 2007 Volume Price Mix Expansion Sales 2008 2.386 2.025 507 199

• 26
• 1.038
• 2

EBIT D A 2007 Sales Materials Personnel O ther direct cost O ther indirect cost EBIT D A 2008

83

Key Financials Caviar 2006 – 2009

Group Financials

(in m€) 2006 2007 2008 2009 Total sales 1.840 3.178 5.564 7.418 EBITDA 194 507 2.025 2.928 Sales growth 374% 73% 75% 33% EBITDA margin 11% 16% 36% 39%

84

Roll out possible new species

Apply farming know-how to new species

• Fresh water: eel, stripped bass
• Sea water: shell, meager, yellowtail

Criteria

• medium-term supply shortage
• Existing demand / requests from current customers
• “farmable” in Europe

Group Financials

85

Key initiatives – capacity expansion

Expansion of existing farm (Civitavecchia)

• Capacity increase of 200-300 tons by 2010
• Ramp-up of power plant
• Investment of € 300’ in modern production equipment

Greenfield project

• ASA initiated the approval process for two additional mariculture concessions

south of Rome

• Anzio: Acquisition of company that owns a concession for 600 tons – expansion

to start in early 2008; farming would start in 2H 2008

• Santa Marinella: Additional concession (800 tons) may be granted within the next

18 to 24 months

• Investments of € 3.1 million are included in the business plan

Acquisition of on-shore aquaculture

• Management has come to know the intended sale of a complementary farm in

Pulia/ Italy (out of succession)

• Management has yet to seek contact with the sellers
• Capacity is estimated to be 600 tons, i.e. sales of ca. € 3.6 million
• Purchase price expected to be at 1x sales

Group Financials

86

Expansion and greenfield projects

Low project complexity

Short construction period Standard structural design and components Experience in setting-up / expanding farms, hatcheries and processing units

Project BU Site / Location Tons Invest 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H € million Expansion Sea bass / bream hatchery Croatia Nin 1 1 2 3,1 Shells Croatia Dubrovnik 3.000 1 1 2 1,6 Sea bass / bream Italy Civitavecchia 1 1 2 0,5 Trout Italy Bussi 1.000 1 2 1,7 Acquisition Sea bass / bream Italy South of Rome 600 2 3,6 Greenfield Sea bass / bream Croatia Dalmatia 1.000 1 1 2 2,1 Sea bass / bream Croatia Plomin 1.000 1 1 2 4,0 Sea bass / bream Croatia Dubrovnik 1.000 1 1 2 3,2 Sea bass / bream Italy Rome 2.000 1 2 2,1 New processing plant Italy [Ancona] 1 1,4 New species (eel) Germany Dresden 1.000 1 1 2 6,8 Total 30,1 Other 1,3 31,4 2011 2007 2008 2009 2010

Group Financials

87

Agenda

Gruppo Pizzolo – the Seller Overview of “triton aquaculture GmbH” Business units Sites & biomass Strengths & Challenges Distribution & Marketing Group Financials Next Steps & Timetable

88

Transaction structure

Transaction

* Dormant company, held by Mr. Höhberger & Mr. Maier Debt Equity stake

• ca. 12%

Gruppo Pizzolo Financial investor New Bank Equity stake

• ca. 73%

Shares

“triton aquaculture GmbH”

Shares / Cash Mezzanine provider Mezzanine Repay “old” debt Old Bank Management company* Gruppo Pizzolo Equity stake

• ca. 15%

89

Management participation

Transaction

Management will invest a combination of cash and contribution in kind Invest will be at a level customary for this type of transaction Otto Maier will bring in his company (incl. all relevant business contacts and sales

contracts)

Management has invested ~400 t€ in developing this project up to today

90

Timeline / Next steps

Transaction

Spin Off, Bank Approval

Confirmatory Due

Diligence

Negotiations Finalize

documentation & contracts

Signing / Closing

Binding Offer 15 October 2007 Signing December 2007 Management Presentations Negotiations & Due Diligence

Hand out Financial Book,

financial model, technical DD

Additional Q&A’s (meetings. CC) Receive Offers Select Investor/Bank/Mezzanine Jointly refine Transaction

structure

Start Negotiations Extend Exklusivity

Paolo Brazzalotto

91

BACK UP

92

Key initiatives – ramp-up of ENEL power plant

Farm is located on the premises of an ENEL power pant

• ENEL supplies (i) cold and warm water and (ii) electricity for the aquaculture
• perations
• Since FY05, ENEL started a conversion of the power plant into a coal plant
• This has lead to the temporary suspension and/or reduction of hot water supply

(starting in December 2005)

• As compensation, ENEL has agreed to a reduction in the original contract’s

economic conditions

Lower water temperature has caused a slowing in fish growth – that’s why utilization is

just at around 80% despite favorable market conditions

ENEL expects to be able to restore hot water supply as agreed by December 2008 Full capacity utilization should be reached by 2010 at around 1,200 tons

Sea bass / sea bream Italy business