[PPT] - ROADSHOW PRESENTATION October 2018 DISCLAIMER This document (the PowerPoint Presentation

SLIDE 1

ROADSHOW PRESENTATION

October 2018

SLIDE 2

DISCLAIMER

2 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 comparing the half-year 2018 financial data consistently with the current perimeter of consolidation, all the half-year and full year 2017 financial data displayed and commented in the “Key Financials “ section of this document refers to 2017 Proforma 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.

SLIDE 3

3

AGENDA

➢ GROUP OVERVIEW

Pag. 4

➢ CORE ACTIVITIES

Pag. 9

➢ KEY FINANCIALS – H1 2018 & MID-LONG TERM STRATEGY

Pag. 15

➢ APPENDIX

Pag. 22

SLIDE 4

GROUP OVERVIEW

SLIDE 5

MAIN MILESTONES FROM 1940 TO DATE

5

SLIDE 6

THE GROUP AT A GLANCE

6

** * Year 2017 proforma (inc. 2017 acquisitions) ** Internal reporting statistics

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.

SLIDE 7

GOVERNANCE & SHAREHOLDERS’ STRUCTURE

7

SHAREHOLDERS (*)

Last Update : Oct.15, 2018 (*) Total shares 17.682.500. Voting rights are temporarily suspended for 752.387 treasury shares, representing 4,25 % of total share capital.

The Board of Directors consists of 9 members:
3 key executives;
2 independent directors;
2 promoters of Glenalta Food SPAC;
2 directors named, one for each, by FIF and Grupo Fernandez.
BoD committees , voluntarily constituted and composed of

independent or non executive directors:

Remuneration Committee
Related Party Transactions Committee

KEY EXECUTIVES

Paolo Prudenziati Chairman, MD and Chief Commercial Officer Raffaella Orsero Deputy Chair, MD and Chief Executive Officer Matteo Colombini MD and Chief Financial Officer

ANALYST COVERAGE

Banca Akros Andrea Bonfà Banca IMI Gabriele Berti CFO SIM Luca Arena Equita SIM Fabio Fazzari

ADVISORS

NOMAD Banca Akros Specialist CFO SIM Auditing Company KPMG

BOARD OF DIRECTORS

SLIDE 8

CONDENSED COMPANY STRUCTURE

ORSERO SPA

Distribution Import & Shipping Services & Holding

Fruttital

(Italy)

AZ France

(France)

Eurofrutas

(Portugal)

Bella Frutta

(Greece)

H.nos Fernández López

(Spain)

Fruttital Firenze

(Italy)

Galandi

(Italy)

8 Moncada

(Italy) (50%)

Fruttital Cagliari

(Italy) (25%)

Cosiarma

(Italy)

Simba

(Italy)

Simbarica

(Costa Rica)

Simbacol

(Colombia)

Cosiarma CR

(Costa Rica)

Comm. de Fruta

Acapulco (Mexico) Fresco Forw. Agency

(Italy)

Fruport

(Spain) (49%)

GF Servizi

(Italy)

Holding Services

(Orsero S.p.A.)

Line by Line Consolidation Equity Method * Note: This slide is an illustrative and simplified company structure showing only the main

perating subsidiaries/associates/joint ventures of Orsero Group. If not otherwise

specified the companies are intended as wholly owned by the Group.

SLIDE 9

CORE ACTIVITIES

SLIDE 10

10

BUSINESS MODEL

SLIDE 11

11

ORSERO DISTRIBUTION FOOTPRINT

SLIDE 12

45% 21% 62% 39% 46% 55% 79% 38% 61% 54%

ITALY FRANCE SPAIN PORTUGAL GREECE

ORSERO DISTRIBUTION PRODUCTS AND CLIENTS MIX

DISTRIBUTION CHANNEL MIX

100% 100% 100% 100% 100% Supermarkets Wholesalers 12 100% 48% 24% 16% 12% 1 2 3 4 5

MAIN PRODUCT ORIGINS

% of volumes 2017

Overseas products Bananas and Pineapples Total EU products Domestic products

% of sales 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 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 major brands or peculiar origins (e.g. Canary banana in Spain)

Overseas products are sourced from extra-EU vendors based

chiefly in the Southern Hemisphere, providing fresh produce on seasonal sales campaign / counter season basis ( i.e. when the domestic produce is off)

Domestic product, still a minor part of the bunch but with

increasing importance, several purchasing contracts are finalized with small local producer depending on availability of goods

EU products consist of import from EU countries of counter

season fresh fruit and vegetables

All fresh produce, apart bananas and pineapples, could

be marketed almost all year long (e.g. Kiwi from NZ in Spring , or Kiwi from IT in fall/winter)

sourcing from different countries, depending on seasonality
implying different supply chain
utilizing appropriate cold storage (e.g. Kiwi from NZ in Spring , or

Kiwi from IT in fall/winter)

The composition of sales channel vary form country to

country adjusting accordingly to the overall penetration

f modern trade on food retailing
Italy and Spain are still countries with a good balance between

supermarkets and wholesalers

Portugal and France are characterized by a deeper

concentration of supermarkets

SECTOR INSIGHTS

SLIDE 13

SHIPPING SERVICE FOR THE IMPORT OF BANANAS AND PINEAPPLES

THE "CALA ROSSA" ROUTE "CALA ROSSA" MAIN FEATURES

Rio Haina Moin Turbo

Central America Europe

Tarragona Vado Ligure Lisbon

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 (50% in the hold and 50% in reefer containers on deck)

10,500 pallets

Average cruise speed of each cargo ship

22 knots

Total round trip (1 week ahead of the competition)

28 days

Average time of unloading

(50% less than competitors)

<18 hours

13

SLIDE 14

COMPETITIVE LANDSCAPE

PRODUCER/IMPORTER VERTICALLY INTEGRATED & COMMODITY SPECIALIST DISTRIBUTOR HORIZONTALLY INTEGRATED & WIDE PRODUCT RANGE Activity Main features Players

Selective approach on product category
Economies of scale
Mainly focused on fresh produce harvested all

year long (e.g. bananas and pineapples ) or seasonal (e.g. melons)

Business model and vertical integration vary form

player to player,

Branding opportunity
Distribution partnership needed to market their

products

Balanced and broad portfolio (e.g.

imported/counter season F&V, local produce, repacking solutions)

Logistic platform to grant geographical coverage

and service level

Some cases of integration with Producer/Importer

(e.g. Orsero Group)

Few European big players, several regional players

and many sub regional small operators.

14

SLIDE 15

KEY FINANCIALS – H1 2018 & MID-LONG TERM STRATEGY

SLIDE 16

H1 2018 HIGHLIGHTS

16

Business Corporate

First cash dividend: 0,12 €/share, paid in May , for a total outlay of abt. 2 M€
In Sept. 2018, appointment of Banca Akros as Sponsor, starting the route to the listing on the MTA/Star

market

Ongoing scouting activity to identify affordable M&A target in the F&V market and adjacent products
Potential target must fit with the effort of focusing in the core business and of enlarging the geographical penetration or

the assortment of products marketed

On Sept. 20, the Orsero’s Spanish subsidiary entered into an agreement to purchase the entire share

capital of Sevimpor SL for a consideration on 1,65 M€ (+ 0,65 of Net Debt) to be paid in 3 years

Sevimpor is a distributor of fresh F&V located in Sevilla (Andalusia-Spain) with net revenues of over 9 M€ and Adj. Ebitda of

0,45 M€ (FY 2017); the transaction will be finalised in Jan. 2019 and it is expected to produce immediate commercial and

perational synergies
H1 Distribution sales affected by general consumption slow down in the very first months of 2018 due to

winter weather colder than same period last year, coupled with a short supply in Bananas.

No warning affecting long term growth of Distribution segment
Market insight: the modern trade channel in Italy underperformed (Supermarkets and Hypermarkets F&V sales down -3%

YTD June (*)) and the consumption statistic in Spain returned a gloomy scenario for Q1 2018(**)

Consumption recovered in the remaining months of the first half
Confirmed focus on diversification of product portfolio and widening of value added product line
Good profitably improvement as a consequence of volumes/mix effect
Fresh cut fruit
ramp-up of the refitted and enlarged facility in Florence,
early-stage project for new cutting centres to be located within existing Orsero’s facility in Italy
rganisational reinforcement by establishing a team dedicated to “fresh cut”
Shipping activities keep generating positive Ebitda, while facing:
headwind due to massive bunker fuel increase and competitive pressure on freight rates
some issues in the port of loading in Central-South America, chiefly in CR due to port congestion related to the

construction of a new terminal and natural phenomenon (e.g. heavy rainfall)

Import activities improved their contribution to Import & Shipping segment results
Banana short supply in Q1 generated better price on imported bananas but reduced the potential loading factor
Pineapples experienced some oversupply condition returning poor performances

(*) source IRI Infoscan - Italiafruit News July 27,2018 (**) Italiafruit News Sept. 4,2018

SLIDE 17

M€ H1 2018 H1 2017 Total Change pro-forma(*) Amount %

Net Sales 469,7 473,4 ( 3,7)

0,8%

Adjusted EBITDA 16,8 15,6 1,2 7,8% Adjusted EBITDA Margin 3,6% 3,3% +28 bps. Adjusted EBIT 9,5 8,4 1,2 13,9% Net Profit excl. IFRS 3 impact 5,5 2,0 3,5 176,8% IFRS 3 impact 0,0 18,0 NS NS Net Profit 5,5 20,0 NS NS

M€ H1 2018 FY 2017 Total Change Amount %

Net Invested Capital 202,6 190,2 12,4 6,5% Total Equity 150,0 143,7 6,2 4,3% Net Financial Position 52,7 46,5 6,2 13,3% NFP/ Total Equity 0,35 0,32 NFP/ Adjusted EBITDA 1,62(**) 1,77

EXECUTIVE SUMMARY

17

Consolidated pro-forma Net sales H1 2018 total to

469,7 M€, substantially in line with the same period last year

Distribution’s sales are unchanged but Import & Shipping’s

revenues move back by approx. 9 M€

Adjusted EBITDA is 16,8 M€, up by 1,2 M€ (or +7,8%)

vs prior year and representing 3,6% on Net Sales,

Distribution segment incremented by 2,6 M€ and more than
ffset the reduction of Import & Shipping
Adjusted EBITDA margin is 3,6%, improving of abt. 30
bps. vs the same period last year
Adjusted EBIT is 9,5 M€, 1,2 M€ better than last year

thanks to improved Ebitda

Net profit is 5,5 M€ and increases by 3,5 M€

compared with LY, excluding the 2017 IFRS 3 impact

Total Equity reached ~ 150 M€, primarily due to the

period net profit

Net Financial Position stands at 52,7 M€ (Net Debt),

increasing by 6,2 M€, chiefly as a consequence of

seasonal working capital absorption and capex

expenditures

abt. 2 M€ of dividends

(*) 2017 Pro forma data take into account 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. (**) For the first half of 2018, the adjusted EBITDA was considered on a 12-month rolling basis, ie for the period 1/7/2017 - 30/6/2018.

SLIDE 18

11,1 15,7 19,4 13,0 11,1 15,7 19,4 29,1 13,0 15,6 4,7 3,7 9,7 2,6 490 556 592 427,0 490 556 592 852 427,5 427,0 66 37 259

0,5
0,1%

Banana 30% Pines 5% Exotic 13% Kiwi 13% Citrus 9% Apples/ Pears 7% Others Fruit and Vegetables 23%

DISTRIBUTION SEGMENT KEY ECONOMICS - FY 2015-2017 AND H1 2018

18

DISTRIBUTION GEOGRAPHICAL MIX FY 2017 PRO-FORMA (*)

Italy 42% France 23% Spain 23% Portugal 6% Greece 3% Mexico 3%

DISTRIBUTION PRODUCT MIX FY 2017 PRO-FORMA (*) DISTRIBUTION SEGMENT – SALES TREND (M€) DISTRIBUTION SEGMENT – EBITDA TREND (M€)

Over the period 2015-2017, sales increased by abt. 360 M€, from 490

M€ in 2015 to over 850 M€ in 2017

100 M€ ( +20,8% 2017 vs 2015)due to internal growth
M&A generated roughly 260 M€
H1 2018 Distribution Segment sales were flat
Product portfolio is well balanced,
Banana is the leading reference but with declining importance
The geographical scope is focused on Italy (42% of total revenues),

Spain (23%) and France (23%)

Adj. Ebitda improved more than proportionally compared to sales
up by 8,4 M€ on a like-for-like basis (+74,8% FY 2017 vs FY 2015 ), plus

9,7 of M&A contribution FY 2017

H1 2018 Ebitda grew by 2,6 M€ (+20% on prior year)
Adjusted Ebitda ratio to sales was up from 2,3 % FY 2015 to 3,4% FY

2017 and further strengthened to 3,6% in H1 2018.

+ 6,6% + 13,4%

FY 2015 FY 2016 FY 2017 LFL M&A 2017 FY 2017 Pro-forma

+ 41,4% + 23,6% Internal growth + 74,8% 2015/2017 2,3% 2,8% 3,3% 3,4% Ebitda ratio Internal growth + 20,8% 2015/2017 (*) Internal reporting statistics.

H1 2017 Pro-forma H1 2018

+ 20% 3,6% 3,0%

FY 2015 FY 2016 FY 2017 LFL M&A 2017 FY 2017 Pro-forma H1 2017 Pro-forma H1 2018

SLIDE 19

SEGMENT REPORTING HIGHLIGHTS - FY 2015-2017 AND H1 2018

19

CONSOLIDATED NET SALES (M€) ADJUSTED EBITDA MARGIN (M€) EMPLOYEES (AVERAGE HEADCOUNT)

M€ FY 2015 FY 2016 % FY 2017 % H1 2017 % H1 2018 % y.o.y. pro-forma y.o.y. pro-forma y.o.y. y.o.y. Distribution 490,1 555,7 13,4% 851,6 53,2% 427,5 59,2% 427,0 -0,1% Import & Shipping 227,4 233,8 2,8% 218,0 -6,8% 120,5 -5,0% 111,3 -7,6% Service/Holding 14,3 13,5 -5,7% 13,4 -0,8% 6,6 3,5% 6,3 -4,2% Inter Segment ( 114,4) ( 118,0) 3,1% ( 145,1) 23,0% ( 81,1) 26,7% ( 74,9)

7,7%

Net Sales 617,4 685,0 10,9% 937,8 36,9% 473,4 40,2% 469,7 -0,8% FY 2015 FY 2016 FY 2017 H1 2017 H1 2018 pro-forma pro-forma Distribution 778 762 1.199 1.124 1.171 Import & Shipping 174 172 173 169 171 Service/Holding 98 94 90 96 92 Total Employees 1.050 1.028 1.462 1.389 1.434 Discontinued Op. 947 Grand total 1.997 1.028 1.462 1.389 1.434 (*) Intersegment eliminations are for the vast majority attributable to the sales of bananas and pineapples sourced by the Import & Shipping Segment to the Distribution Segment.

(*)

M€ FY 2015 % FY 2016 % FY 2017 % H1 2017 % H1 2018 % to sls to sls pro-forma to sls pro-forma to sls to sls Distribution 11,1 2,3% 15,7 2,8% 29,1 3,4% 13,0 3,0% 15,6 3,6% Import & Shipping 21,5 9,5% 24,9 10,6% 7,1 3,2% 4,9 4,0% 3,3 3,0% Service/Holding ( 4,4) 4,4% ( 5,4) 5,2% ( 4,8) 3,6% ( 2,3) 3,0% ( 2,1) 3,0% Adjusted Ebitda 28,2 4,6% 35,2 5,1% 31,3 3,3% 15,6 3,3% 16,8 3,6% (**) 2017 Pro forma data take into account 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.

(**)

SLIDE 20

MID-LONG TERM STRATEGY

20

Create commercial synergies on purchases and sales side of Orsero’s Distributing network
Increase the operational leverage and cost effectiveness.
Drive a path towards product innovation, launching new value-added product and create a new

service approach to customers to differentiate the product offer, strengthening current initiatives:

perfectly ripened and ready-to-eat line of exotic fruit (“Maturi al punto giusto”)
“fresh cut”
Evaluate economic sustainable and accretive investment/partnership into adjacent products (e.g.

dried fruit) and processed fresh produce

Sharing of know how
Leverage of the Southern-European wide distributing network of Orsero to increase coverage
Branding opportunities
Within 5 years targeting a share of distribution sales originating from all new and added-value

product families from ~1% to ~10%

Keep the current position in the Import of green bananas and pineapples, exploiting the
pportunity to grow only in pineapples.

Key topics:

Fostering partnership with supplier
Monitoring of EUR/USD cross rate
Keep running the 4 specialized reefer vessels, evaluating in the long-run possible solution to contain

the volatility and the exposure to shipping activities. Key topics:

Book-life up to 2024/2025, expected life in use up to 2028/2029
Challenge from reefer container competition
Challenge from regulation, the IMO MARPOL 2020 regulation : the solutions to curb Sulphur emission are still debated

within the sector. The main options are scrubber installation versus utilization of Very Low Sulphur Fuel Oil –“VLSFO”

Distribution Segment Import & Shipping Segment ORSERO GROUP

Enhance Fresh F&V Distribution, via internal growth and M&A
Reduce dependence on bananas, increasing the weight of other products

SLIDE 21

ORSERO GROUP IN A NUTSHELL

21

Mix of Entrepreneurial spirit and professional capabilities
Proved experience in the fresh F&V market
Long term Vision
Distribution Segment sales are performing over the market pace
Distribution Segment Ebitda is growing as well and the Segment Ebitda ratio to sales (3,4 %) stands at

the high end of the comparable companies

Import & Shipping Segment, even if volatile in terms of profitability, generates positive Ebitda and

cash flow

Dividend paid in May 2018, 12 €/share for a total outlay of approx. 2 M€
Equity structure is solid, key ratios on Proforma FY 2017 figures are:
Net Debt to Equity ratio is 0,32
Net Debt to Ebitda ratio is 1,48

Leadership Team Economics Market position

The Group holds a strong competitive position in the Southern European fresh produce market, with

sales of 938 M€ (Pro-forma 2017)

Orsero is a longstanding partner of both suppliers and customers
A vast and complete array of fresh fruit and vegetables are marketed in bulk or in customer pack

under leading brands (among which Orsero’s own brand “F.lli Orsero”) and private labels or unbranded M&A/Partnership

Possible upside coming from M&A or strategic partnership
Interesting opportunities for sector consolidation or widening the product portfolio to adjacent

market (e.g. dried fruit) or alternative consumption proposition (e.g. processed fresh produce)

SLIDE 22

APPENDIX

SLIDE 23

SHAREHOLDERS’ STRUCTURE DETAILS

23

Current # Shares % of share capital % of voting rights

Ordinary Shares 17.682.500 100,0% 100,0%

f which

FIF Holding S.p.A.

5.590.000 31,613% 33,018%

Grupo Fernandez S.A.

1.000.000 5,655% 5,907%

Praude Asset Management Ltd.

932.267 5,289% 5,524%

Global Portfolio Investments S.L.

935.300 5,272% 5,507%

Tresury Shares (*)

752.387 4,255% 0,000%

Free Float

8.472.546 47,915% 50,044%

SHARE CAPITAL

(*) Voting Rights temporarily suspended

Last Update : Oct.15, 2018 Pursuant to the AIM Italia Rules for Companies, only the shareholdings above 5% of share capital should be notified to the issuer.

FIF Holding is the main shareholder with 5.590.000 shares.
The company gathers the interests of previous GF Group shareholders

(Orsero, Ottonello and Ighina families).

2 separate Lock-Up Agreements are binding for 36 months since

the Business Combination (effective on Feb.13,2017):

(i) FIF Holding (except for 1 M shares marketable on MTA listing), (ii) the shareholders of FIF Holding.

SPAC Promoters underwritten 150,000 Special Shares at the listing
f Glenalta Food.
Currently, after the special shares have been converted, the Promoters

hold 900.000 Ordinary Shares.

Another Lock-Up Agreement is binding Glenalta Promoters for 18

months since the Business Combination.

On June 30, 2017 Orsero Warrants met the trigger event for the

accelerated conversion and 2.168.297 New Share have been issued on Aug.3,2017.

The Acquisition of 50% of the Spanish company HFL has been

paid partially by cash and partially with a Capital Increase reserved to the seller, Grupo Fernández SL.

1.000.000 of new shares with issuing value of 13,00 euro/each have been

issued after the Shareholders’ approval on Sept.15,2017.

FIF Holding and Grupo Fernández signed a Lock-Up Agreement
Orsero owns a total of 752.387 treasury shares
643.387 shares came from the withdrawals of Glenalta Food’s shareholders
69.300 shares bought in 2017 pursuant to the Buy-back program

approved on Nov. 30, 2016, and 39.700 bought in 2018 pursuant to the Buy-back program approved on April 20, 2018.

Out of those treasury shares:
500.000 shares are deemed to serve a 3-years Stock Grant Plan for Top

Managers (2017-2019) ,

SLIDE 24

6,2

0,5
9,2
0,3

427,5 427,0 120,5 111,3 6,6 6,3

81,1
74,9

Inter Segment Service Import & shipping Distribution

CONSOLIDATED NET SALES

NET SALES VARIANCE DISTRIBUTION SEGMENT – MIX SNAPSHOT (*)

Net sales H1 2018 are overall close to 470 M€, a level slightly

below last year, equal to -3,7 M€ or –0,8% vs H1 2017 pro- forma.

Distribution Segment is almost flat, comprising a very good sales

increase in Spain and of the avocado operation in Mexican balancing the reduction of revenues in Italy and France as a consequence of delays in some seasonal campaigns and in Portugal due to the reposition of volumes towards a more profitable product family

Import & Shipping declines by abt. 9 M€, - 7,6%, as a result of lower

selling prices for imported bananas and pineapples (mainly in Q2 2018) and a deflationary effect on shipping revenues originated by weaker USD against EUR(**) despite rising revenues in USD (currency translation effect is estimated to be negative of abt. 11%)

Service/Holding sales decline by 0,3 M€ as a consequence of less

intercompany chargebacks

Inter Segment eliminations (I/S) negative balance reduces,

reflecting an overall diminishment of inter company sales.

NET SALES – SEGMENT REPORTING

24

0,1%
7,6%

473,4 469,7

(1) (2) (3)

M€

(1) (2) (3) Net Sales H1 2017 Pro forma Distribution Import & Shipping I/S Eliminations Net Sales H1 2018 (4) (*) Internal reporting statistics. Mix calculated on Gross Sales. (**) Avg EUR/USD was 1,21 in H1 2018 vs 1,08 in H1 2017. (4)

4,2%

H1 2017 H1 2018

34% 6% 11% 8% 6% 8% 27% 33% 5% 14% 8% 6% 8% 26%

Banana Pines Exotic Kiwi Citrus Apples/Pears

M€ H1 2018 H1 2017 Total Change pro-forma

Distribution 427,0 427,5 ( 0,5)

0,1%

Import & Shipping 111,3 120,5 ( 9,2)

7,6%

Service/Holding 6,3 6,6 ( 0,3)

4,2%

Inter Segment ( 74,9) ( 81,1) 6,2 ns Net Sales 469,7 473,4 ( 3,7)

0,8%

Service

3,7 M€
0,8% y.o.y.

SLIDE 25

2,6 0,2

1,6

13,0 15,6 4,9 3,3

2,3
2,1

CONSOLIDATED ADJUSTED EBITDA

ADJUSTED EBITDA VARIANCE

Adjusted EBITDA H1 2018 is abt. 16,8 M€, 3,6% on net

sales, up 1,2 M€ compared with 2017 pro-forma.

The overall change is attributable to:
Distribution Segment is up by + 2,6 M€, +20%, thanks to good

commercial returns in Spain and France and of the avocado

peration in Mexico
Import & Shipping is down by -1,6 M€, in spite of better

profitability of import activities (chiefly in Q1 2018) the market condition of shipping services are still troubled.

The key drivers of H1 2018 margin of shipping activities are :

➢ slightly declining freight rate ➢ recovery of carried volumes, +5% vs H1 2017, attaining a

loading factor improved to 90% (even if it is still slightly under the 2015-2016 levels)

➢ increased bunker fuel costs, +17% y.o.y, since the

average cost, including hedging effect, is abt. 367 USD/Mton compared with 314 USD/Mton of H1 2017

ADJUSTED EBITDA MARGIN – SEGMENT REPORTING

25 15,6 16,8 M€

(1) (2) (1) (2) Distribution Import & Shipping Service & I/S

Adj. EBITDA

H1 2018

M€ H1 2018 % H12017 pro-forma % Total Change Distribution 15,6 3,6% 13,0 3,0% 2,6 20,1% Import & Shipping 3,3 3,0% 4,9 4,0% (1,6)

32,1%

Service/Holding ( 2,1) ns (2,3) ns 0,2 +7,5% Adjusted Ebitda 16,8 3,6% 15,6 3,3% 1,2 7,8%

(*) 2017 Pro forma data take into account 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.

Adj. EBITDA

H1 2017 (*) Pro-forma

Adjusted EBITDA ratio to net sales is 3,6% compared

with 3,3% in H1 2017 pro-forma , up approx. 30 bps.:

Distribution Segment achieved a profitability ratio of 3,6%, up

by abt. 60 bps.

Import & Shipping reported a margin of 3% compared with

4% of H1 last year

Services/Holding Segment (**) result improved by 0,2 M€,

representing -0,44% of total net sales versus -0,48% of prior year

(**) Services/Holding Segment result consists mainly of parent company unallocated expenses.

+1,2 M€ +7,8% y.o.y

SLIDE 26

CONSOLIDATED NET PROFIT

Net Profit is abt. 5,5 M€, the most significant items

bridging the Adjusted EBITDA and Net Profit are :

Depreciations, Amortizations and Provisions for risks and

charges of abt. 7,3 M€, almost unchanged vs PY

Net financial expenses of 1,3 M€, lower by 0,3
Share of Profit of JV and Associated company attributable

to Orsero Group of 0,2 M€, unchanged

Non-recurring net items for -0,2 M€
Tax for approx. 2,7 M€, a little change of abt. -0,2 M€

➢ To be noted that Orsero group could count on abt.

3,7 M€ of tax assets not considered in H1 2018 results

Net Profit, excluding the 2017 IFRS 3 impact,

increased by 3,5 M€ compared with last year

H1 2017 pro-forma Net Profit was favourably impacted by
abt. 18 M€ of one-off/non-cash revaluation, pursuant to

IFRS 3 ”Step Acquisition” principle, of “fair value” of the shareholdings already owned by Orsero in the JV’s acquired

BRIDGE FROM ADJUSTED EBITDA TO NET PROFIT

26 M€

Adj. EBITDA H1 2018 Net Profit H1 2018 D&A/ Provisions

Fin. items

Share of profit JV/Ass. Tax Other non- recurring

(*) 2017 Pro forma data take into account 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. M€ H1 2018 H1 2017 Change pro-forma (*) EBIT 9,3 6,2 3,1

Fin. Items

( 1,3) ( 1,6) 0,3 Share of Profit of JV/associated 0,2 0,2 ( 0,0) Tax ( 2,7) ( 2,8) 0,2 Net Profit excluding IFRS 3 5,5 2,0 3,5 IFRS 3 impact 0,0 18,0 NS Net Profit 5,5 20,0 NS

0,2

7,3
1,3
0,2
2,7

16,8 5,5

ADJUSTED EBITDA VARIANCE

SLIDE 27

27,4 46,2 56,5 43,0 55,0 FY 2016 H1 2017 H1 2017 pro-forma FY 2017 H1 2018

CONSOLIDATED NET EQUITY AND NFP

NET EQUITY VARIANCE

Total Shareholders’ Equity is abt. 150 M€, increasing

by abt. 6,2 M€ compared with the end of 2017:

Net profit of the period of circa 5,5 M€
dividend paid in May 2018 of abt. 2 M€ (0,12 €/share for

each outstanding ordinary shares excluding treasury shares)

ther equity effects for a positive impact of +2,7 M€

(including positive MTM impact of hedging instruments) 27

M€

NET FINANCIAL POSITION VARIANCE-ILLUSTRATIVE

Group NFP is equal to 52,7 M€, up by abt. 6,2 M€ in

respect to the end of 2017:

Substantially neutral cash flow generation, -0,4 M€,

consisting of the cash flow from operation and the seasonal absorption of net commercial working capital

f abt. 12 M€ compared with 18,8 of last year (excl. M&A

effect of 10 M€)

Cash capex expenditure of abt. 6 M€ almost entirely in

Distribution

Other effects of abt. +0,3 M€, including 2 M€ of cash

dividend paid.

M€

Net Equity FY 2017 Net Profit H1 2018 Dividend paid Net Equity H1 2018 Others NFP FY 2017 Capex NFP H1 2018 Cash Flow Others

Seasonal swing +12 M€ Seasonal swing +18,8 M€ M&A +10,3 M€

(*)

NET COMMERCIAL WORKING CAPITAL

M€

6,0
0,4

0,3 46,5 52,7 5,5

2,0

2,7 143,7 150,0

(*) 2017 Pro forma data take into account 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.

SLIDE 28

Amounts in €/000 Reported 30/06/2017

%

Pro-forma 30/06/2017

%

Reported 30/06/18

%

Pro-forma 31/12/2017

%

Net sales 355.081

100,0%

473.439

100,0%

469.723

100,0%

937.830

100,0%

cost of goods sold

(326.361)

91,9%

(435.345)

92,0%

(430.152)

91,6%

(859.238)

91,6%

Gross Profit 28.720

8,1%

38.094

8,0%

39.572

8,4%

78.591

8,4%

overheads

(24.910)

7,0%

(30.864)

6,5%

(31.400)

6,7%

(66.358)

7,1%
other income and expenses

(802)

0,2%

(1.024)

0,2%

1.126

0,2%

(978)

0,1%

Operating Result (Ebit) 3.008

0,8%

6.206

1,3%

9.297

2,0%

11.255

1,2%

net financial expenses

(1.498)

0,4%

(1.578)

0,3%

(1.274)

0,3%

(2.658)

0,3%
result from investments

1.321

0,4%

18.234

3,9%

190

0,0%

10.984

1,2%

Profit before tax 2.831

0,8%

22.862

4,8%

8.212

1,7%

19.582

2,1%

tax expenses

(1.961)

0,6%

(2.833)

0,6%

(2.667)

0,6%

(4.499)

0,5%

Net profit from continuing operations 870

0,2%

20.029

4,2%

5.545

1,2%

15.083

1,6%

Net profit of "discontinued operations"
0,0%
0,0%

Net profit 870

0,2%

20.029

4,2%

5.545

1,2%

15.083

1,6%

attributable to non-controlling interest

197 197 171 229

attributable to parent company

673 19.832 5.375 14.854

Earning per share

0,055 0,317 1,026

Earning per share fully diluted

0,045 0,314 0,927

INCOME STATEMENT ADJUSTMENTS:

ADJUSTED EBITDA 10.604

3,0%

15.594

3,3%

16.806

3,6%

31.337

3,3%

D&A (5.043)

1,4%

(6.105)

1,3%

(6.380)

1,4%

(12.771)

1,4%

Provisions (633)

0,2%

(1.112)

0,2%

(887)

0,2%

(2.547)

0,3%

Non recurring Income 512

0,1%

512

0,1%

233

0,0%

654

0,1%

Non recurring Expenses (2.431)

0,7%

(2.684)

0,6%

(475)

0,1%

(5.418)

0,6%

Operating Result (Ebit) 3.008

0,8%

6.206

1,3%

9.297

2,0%

11.255

1,2%

CONSOLIDATED INCOME STATEMENT

28

(*) 2017 Pro forma data take into account 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. (**) (**) Including LT Incentive plan. (*) (*)

SLIDE 29

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

29

Amounts in €/000 Reported 30/06/18 Reported 31/12/2017

goodwill and consolidation adjustments

33.103 33.103

other intangible assets

8.163 7.956

tangible assets

103.558 100.994

financial assets

7.814 7.959

other fixed assets

1.625 1.489

deferred tax assets

7.445 7.788 Non-Current Assets 161.708 159.290

inventories

43.896 33.498

trade receivables

133.869 112.898

current tax receivables

16.153 15.564

other current asset

11.874 8.970

cash and cash equivalent

57.926 79.893 Current Assets 263.717 250.823 Assets held for sale

TOTAL ASSETS

425.426 410.113

share capital

69.163 69.163

reserves

74.156 60.690

net result

5.375 12.809 Capital and reserves attributable to Parent Company 148.694 142.662 Non-Controlling Interest 1.289 1.084 TOTAL SHAREHOLDERS' EQUITY 149.983 143.747

non-current financial liabilities

69.999 76.208

other non-current liabilities

149 166

deferred tax liabilities

5.612 5.527

provisions for risks and charges

3.010 2.968

employees benefits liabilities

8.758 8.785 NON-CURRENT LIABILITIES 87.528 93.655

current financial liabilities

43.087 50.192

trade payables

122.797 103.395

current tax and social security liabilities

8.227 6.201

other current liabilities

13.804 12.923 CURRENT LIABILITIES 187.915 172.712 Liabilities held for sale

TOTAL LIABILITIES AND EQUITY

425.426 410.113

SLIDE 30

2010 2011 2012 2013 2014 2015 2016 2017 FRUIT & VEGETABLES 13.371 13.418 13.535 12.800 13.320 13.740 13.830 14.260 % change y.o.y.

0,57%

0,35% 0,87%

5,43%

4,06% 3,15% 0,66% 3,11% FRUIT 6.873 6.729 6.740 6.480 6.930 7.220 7.330 7.490 % change y.o.y. 1,28%

2,09%

0,16%

3,86%

6,94% 4,18% 1,52% 2,18% VEGETABLES 6.497 6.689 6.795 6.320 6.390 6.520 6.500 6.770 % change y.o.y.

2,46%

2,94% 1,60%

7,00%

1,11% 2,03%

0,31%

4,15% 2010 2011 2012 2013 2014 2015 2016 2017 FRUIT & VEGETABLES 8.254 8.168 8.024 7.570 8.040 8.290 8.340 8.520 % change y.o.y. 0,07%

1,05%
1,76%
5,65%

6,21% 3,11% 0,60% 2,16% FRUIT 4.594 4.438 4.353 4.100 4.390 4.560 4.600 4.660 % change y.o.y. 1,81%

3,41%
1,90%
5,82%

7,07% 3,87% 0,88% 1,30% VEGETABLES 3.660 3.730 3.670 3.470 3.650 3.730 3.740 3.860 % change y.o.y.

2,03%

1,92%

1,61%
5,45%

5,19% 2,19% 0,27% 3,21%

F&V MARKET TREND IN ITALY AS A PROXY OF EUROPE

After several years of

stagnation/decrease , since the year 2014 the retail purchases have been improving.

Fruit consumptions are recovering

at a faster pace than vegetables.

In 2017, purchases are keeping

the course :

Overall purchases are up by 2,16 %
Fruit is up by 1,3 %
Vegetables are up by 3,21%
There is still a significant gap

between current spent and year 2000 level

In 2000 purchases were 9,5 M ton.s

versus 8,5 M ton.s of last year.

The gap is still significant, 1M Ton.s

equal to abt. 11%

In terms of value, total purchases

are growing more than underlying traded volume:

+3,11% in Euro vs 2,16% in tons
Hence, average prices, Euro per

Kilograms, are slightly improving in comparison with past years.

Source: CSO ITALY data processing on GfK Italia database. Last update March 2018.

30

FRUIT & VEGETABLES: PURCHASES OF ITALIAN HOUSEHOLDS (KTON.S) FRUIT & VEGETABLES: PURCHASES OF ITALIAN HOUSEHOLDS (M€)

SLIDE 31

31

F&V MARKET IN EU-28

F&V – SUPPLY(*) BY COUNTRY F&V – SUPPLY(*) PER CAPITA/PER DAY

F&V Supply total supply in EU-28 amounts to
abt. 82 Mtons (gross of waste), the mix is

55:45 between Fruit and Vegetables

The total Supply is composed by EU domestic

production, import from extra-EU minus export to extra-EU countries:

Bananas is the leading reference among

imported fruit

nly few quantities are sourced domestically, the

vast majority is sourced from Centra/South America and Africa/Caribbean/Pacific countries

Vegetable supply is almost completely local

production than on import

Out of the top 5 counties by market size, 3

are Orsero’s core markets : Italy, France and Spain

The per day/per capita EU average supply is

353 g/capita/day, slightly under the 400 g/capita/day recommended by Word Health Organization

In 4 out of the 5 Orsero’s core markets the

average supply is above the recommended threshold : Italy, Spain, Portugal and Greece

Source : Freshfel "Consumption Monitor 2017" - on Fao and Eurostat data, year 2014 . (*) Supply consists of EU production , plus import form extra EU minus export to extra EU Apples& Pears 24,9% Citrus 19,8% Stone fruit 12,6% Bananas 12,3% Melons&papayas 10,8% Table grapes 8,0% Dates,figs, exotics 3,7% Other Fruit 7,9% Carrots,turnips, edible roots 21,8% Tomatoes 17,6% Cabbages, cauliflowers 15,8% Cucumbers & gherkins 8,9% Onions, shallots, gralic, leeks 8,9% Lettuce & chicory 7,0% Leguminous veg. 5,3% Other vegetables 16,6%

VEGETABLES SUPPLY PRODUCT MIX VEGETABLES SUPPLY PRODUCT MIX

38,0 37,5 11,4 1,7

4,2
2,0

Fruit Vegetables Production Import Export

SLIDE 32

DEFINITIONS & SYMBOLS

32

HFL = Hermanos Fernández López S.A.
EBITDA = Earnings Before Interests Tax Depreciations and

Amortizations

ADJUSTED EBITDA = Earning Before Interests Tax,

Depreciation and Amortization excluding non-recurring items and figurative costs related to LT incentives

EBIT = Earnings Before Interests Tax
D&A = Depreciations and Amortizations
PBT = Profit Before tax
NFP = Net Financial Position, if positive is meant debt
Bps. = basis points
MLT = Medium Long Term
M&A = Merger and Acquisition
I/S = Inter Segment
BC = Business Combination
SPAC = Special Purpose Acquisition Company
BoD = Board of Directors
F&V = Fruit & Vegetables
Abt. = about
FY = Full Year
PY = previous year or prior year
H1 = first half (i.e. period 1/1/2018 – 30/6/2018)
LFL = Like for like
Y.o.y. = year on year,
MTM = Mark to market
BAF = Bunker Adjustment Factor
Plt. = Pallet
NS = Not significant
M = million
K = thousands
€ = EURO
, (comma) = separator of decimal digits
. (full stop) = separator of thousands

SLIDE 33

ORSERO SPA www.orserogroup.it

Edoardo Dupanloup investor.relations@orserogroup.it Stock Exchange Information: Trading Platform : AIM Italia/Mercato Alternativo del Capitale NOMAD : Banca Akros S.p.A. SPECIALIST: CFO SIM S.p.A. Shares : ISIN - IT0005138703 Ticker Bloomberg “ORS.IM” / Ticker Thomson Reuters “ORSO.MI”