ROADSHOW PRESENTATION June 2018 DISCLAIMER This document (the - - PowerPoint PPT Presentation

SLIDE 1

ROADSHOW PRESENTATION

June 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 representing the financial data consistently with the current perimeter of consolidation, all financial data displayed and commented in the “Key Financials – Pro forma“ section of this document refers to Consolidated Financial Reports prepared on a pro forma basis in order to include all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017 and consolidated with the line-by-line method from that date onwards. All the comparison between 2017 Pro forma data are based on the 2016 Pro-forma Financial Data disclosed on April 12,2017, and prepared to take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A..

SLIDE 3

3

AGENDA

➢ GROUP OVERVIEW

• Pag. 4

➢ CORE ACTIVITIES

• Pag. 8

➢ KEY FINANCIALS – Pro forma FY 2017 & MID-LONG TERM STRATEGY

• Pag. 16

➢ APPENDIX

• Pag. 23

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

SHARE CAPITAL

Last Update : Jan.10, 2018

• The Board of Directors consists of 9 members, 3 executives

plus 6 non-executive members of which 2 are independent directors and 2 are promoters of Glenalta Food SPAC .

• The company established on a voluntary basis:
• Remuneration Committee
• Related Party Transactions Committee
• These committees are constituted by the major part by

independent directors.

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 Vanessa Colangelo CFO SIM Luca Arena Equita SIM Fabio Fazzari NOMAD Banca Akros Specialist CFO SIM Auditing Company KPMG

BOARD OF DIRECTORS

SLIDE 8

CORE ACTIVITIES

SLIDE 9

9

BUSINESS MODEL

SLIDE 10

ORSERO DISTRIBUTION FOOTPRINT

27 Fruit and vegetable market stands 35,000 Capacity of fruit and banana storage (pallets) 160,000 sqm of total working area 25 Warehouses for product handling 20 Ripening centres in Europe ~700,000* Tons of products distributed each year

10

* BU Ditribution - Year 2017 proforma (inc. 2017 acquisitions) Logistic Platform

• r Market Stand

EUROPEAN DISTRIBUTION MAIN FEATURES EUROPEAN DISTRIBUTION MAP

SLIDE 11

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 11 100% 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 12

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

12

SLIDE 13

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.

13

SLIDE 14

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.

14

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

SLIDE 15

15

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 16

KEY FINANCIALS – PRO FORMA FY 2017 & MID-LONG TERM STRATEGY

SLIDE 17

ACHIEVEMENTS 2017

17

• In line with the strategic vision, Orsero scouted some potential acquisition targets. The first
• pportunities for M&A were the 50:50 JV’s in Spain and in the central Italy area ( Tuscany):
• Hermanos Fernández López S.A. (HFL), framework agreement signed in July 2017 and

acquisition finalized on Sep. 25, 2017;

• Fruttital Firenze S.p.A. and Galandi S.p.A. (the Tuscans), acquisition finalized in July 2017.
• These investments are reputed low risk taking :
• Target Companies’ financial results have been steadily positive and they are operating

efficiently, with good positioning in their respective markets and with potentiality for growth in the upcoming years;

• the Group has held a 50% interest in HFL since the year 2000 and a 50% interest in both Tuscan

companies since the year 2001, being in partnership with local entrepreneurs and involved in the management.

• As far as the operating activities are concerned, the Group achieved a significant increase in both

volumes and selling prices throughout its subsidiaries in Europe with remarkable results for Italy and Spain.

• In Italy, in particular, the Group enlarged the range of products marketed under the “F.lli

Orsero” brand, launched the new perfectly ripened and ready-to-eat line of exotic fruit (“Maturi al punto giusto”), started a field trial collaboration with a primary e-commerce platform and enhanced the “fresh cut” sales (through a new investment in Tuscany).

• The Group also pursued some initiatives to improve efficiency and reduce costs, such as

building a new packinghouse in Mexico to serve Avocado exportation, streamlining the

• rganizational chart (first step simplifying the Italian Company structure) and the ongoing

implementation of a new ERP. M&A Positive

• utcome

Strategy

• The Group strategy is continuing to focus on core-business activities, with particular regard to Fresh

F&V Distribution, strengthening the competitive position in Southern Europe and keeping, at the same time, a sound financial situation and equity structure.

SLIDE 18

M€ FY 2017 FY 2016 Change pro-forma pro-forma

Net Sales 937,8 685,0 252,9

• f which : Like-for-like

707,0 685,0 22,0

M&A

230,8 230,8 Adjusted EBITDA 31,3 35,2 ( 3,9) Net Profit 15,1 18,3 ( 3,2)

M€ FY 2017 FY 2016 Change pro-forma pro-forma Chg.

Net Invested Capital 192,2 165,6 26,7 Total Equity 145,7 116,5 29,3 Net Financial Position 46,5 49,1 ( 2,6)

NFP/ Total Equity

0,32 0,42

NFP/ Adjusted EBITDA

1,48 1,39

EXECUTIVE SUMMARY

18

• Consolidated Pro forma Financial Statements are

prepared on the assumption of full consolidation of the acquired JV’s as from Jan.1, 2017.

• Consolidated pro-forma Net sales FY 2017 reached

937,8 M€, + 36,9% compared with FY 2016

• consisting of +3,2% like-for-like growth (+6,6% of Distribution

Sector stand-alone) and +33,7% of perimeter change

• Adjusted EBITDA resulting in 31,3 M€, 3,3% on Net

Sales, affected by low performances of Import & Shipping (-17,8 M€) partially offset by Distribution internal growth (+3,7 M€ ) and M&A (+9,7 M€)

• Net profit stands at 15,1 M€ , affected by several one-
• ff profit and losses, such as the Intesa Guarantee,

the fair value re-measurement of the existing 50% of the acquired companies and other non-recurring

• Total Equity is 145,7 M€ as a consequence of period

net profit and the effects of

• capital increases, 13 M€ related to the acquisition of the

50% of the Spanish JV and 0,2 M€ due to warrants

• the buy-back program for a total consideration of 0,7 M€
• ther equity movements
• Net Financial Position reflects the positive cash flow

generation and some one-offs:

• acquisition cash-out (20,8 M€ net of capital increase),
• 20,1 M of cash-in due to the sale of 50% of Acorsa
• 8 M€ of financial debt related to The Intesa Guarantee

(*) 2016 Pro-forma Financial Data take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A.. Data disclosed on April 12,2017. (*)

Key Drivers – Adj. Ebitda Distribution Import & Shipping Sales (Volume/Price/Mix) Fruit Costs Operational Costs/Leverage Bunker Fuel ns USD/EUR Exch.Rate ns

(*)

SLIDE 19

SEGMENT REPORTING HIGHLIGHTS

19

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

M€ FY 2017 % FY 2017 FY 2016 FY 2015 pro-forma y.o.y. reported Distribution 851,6 53,2% 717,5 29,1% 555,7 13,4% 490,1 Import & Shipping 218,0

• 6,8%

218,0

• 6,8%

233,8 2,8% 227,4 Service 13,4

• 0,8%

13,4

• 0,8%

13,5

• 5,7%

14,3 Inter Segment ( 145,1) 23,0% ( 129,7) 10,0% ( 118,0) 3,1% ( 114,4) Net Sales 937,8 36,9% 819,1 19,6% 685,0 10,9% 617,4 M€ FY 2017 % FY 2017 % FY 2016 % FY 2015 % pro-forma to sls reported to sls to sls to sls Distribution 29,1 3,4% 24,0 3,3% 15,7 2,8% 11,1 2,3% Import & Shipping 7,1 3,2% 7,1 3,2% 24,9 10,6% 21,5 9,5% Service/Holding ( 4,8) 3,6% ( 4,8) 4,1% ( 5,4) 5,2% ( 4,4) 4,4% Adjusted Ebitda 31,3 3,3% 26,3 3,2% 35,2 5,1% 28,2 4,6% FY 2017 FY 2016 FY 2015 pro-forma Distribution 1.199 762 778 Import & Shipping 173 172 174 Service/Holding 90 94 98 Total Employees 1.462 1.028 1.050 Discontinued operations 947 Total Employees inc. disc. 1.462 1.028 1.997 (*) 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.

(*)

SLIDE 20

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

FOCUS ON DISTRIBUTION SEGMENT ECONOMICS

20

490 556 592 490 556 592 852 66 37 259 11,1 15,7 19,4 11,1 15,7 19,4 29,1 4,7 3,7 9,7

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 past 3 years, sales increased by over 100 M€ ( +20,8% 2017

vs 2015)due to internal growth

• M&A generated roughly 260 M€, which in addition to internal

growth led the sales to over 850 M€ in 2017 from 490 M€ in 2015

• Product portfolio is well balanced, Banana is the leading reference

but with declining importance on the overall mix on behalth of Exotic, Kiwi and Other fruit and vegetables

• The geographical scope (based on the nationality of the subsidiary
• riginating the sales) is focused on Italy, Spain and France ,

accounting for 42% of total revenues and 23% each respectively

• Ebitda improved more than proportionally to the sale increase,

moving up on a like-for-like base by 8,4 M€ (+74,8% 2017 vs 2015 ) plus 9,7 of M&A contribution

• Ebitda ratio to sales charted a progress from 2,3 % to 3,4%,

reaching a top tier position among competitors

+ 6,6% + 13,4%

FY 2015 Internal growth 2016 FY 2016 FY 2017 Like-for- like M&A 2017 Internal growth 2017 FY 2017 Pro-forma FY 2015 Internal growth 2016 FY 2016 FY 2017 Like-for- like M&A 2017 Internal growth 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 on Gross Sales.

SLIDE 21

MID-LONG TERM STRATEGY

21

• 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, empowering 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, namely the IMO 2020 regulation on sulphur emission (i.e. scrubber installation versus Low

Sulphur Fuel Oil )

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 22

ORSERO GROUP IN A NUTSHELL

22

• Mix of Entrepreneurial spirit and professional capabilities
• Proved experience in the fresh F&V market
• Long term Vision
• Distribution Segment sales are growing steadily 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 volatile in terms of profitability, generates positive Ebitda and cash

flow

• Dividend
• 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)

Gross Dividend €/share

• Nr. Of Shares

(excl. Treasury shares)

Total amount € Detachment date Record date Payment date 0,12 16.969.813 2.036.377,56 May 7, 2018 May 8, 2018 May 9, 2018

SLIDE 23

APPENDIX

SLIDE 24

SHAREHOLDERS’ STRUCTURE DETAILS

24 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% 32,941% Grupo Fernandez S.A. 1.000.000 5,655% 5,893% Praude Asset Management Ltd. 932.267 5,272% 5,494% Global Portfolio Investments S.L. 935.300 5,289% 5,512% Tresury Shares (*) 712.687 4,030% 0,000% Free Float 8.512.246 48,139% 50,161%

SHARE CAPITAL

(*) Voting Rights temporarily suspended

Last Update : Jan.10, 2018

• 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, where necessary, 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 Hermanos

Fernández López S.A. has been be 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 712.687 treasury shares
• 643.387 shares came from the withdrawals of Glenalta Food’s shareholders
• 69.300 shares have been bought in 2017 under the Buy-back program,
• Out of those treasury shares:
• 500.000 shares are deemed to serve a 3-years Stock Grant Plan for Top

Managers (2017-2019) ,

SLIDE 25

GOVERNANCE DETAILS

• The BoD is compliant with gender diversity and

best practice on independent directors.

• The BoD has a high degree of professionalism,
• nly one member is related to a significant

shareholder.

• The company established a Remuneration

Committee and a Related Party Transactions Committee on a voluntary compliance basis.

• These committees are constituted by the

major part by independent directors.

25

BOARD OF DIRECTORS

Name Role Paolo Prudenziati Chairman, MD and Chief Commercial Officer Raffaella Orsero Deputy Chair, MD and Chief Executive Officer Matteo Colombini MD and Chief Financial Officer Armando de Sanna Independent Director Vera Tagliaferri Independent Director Gino Lugli Director Luca Giacometti Director Alessandro Piccardo (*) Director Carlos Fernández Ruiz (*) Director Name Role Luca Giacometti Committee Chair Armando de Sanna Member Vera Tagliaferri Member Name Role Gino Lugli Committee Chair Armando de Sanna Member Vera Tagliaferri Member

REMUNERATION COMMITTEE RELATED PARTIES COMMITTEE

(*) Mr Piccardo and Mr. Fernandez have been appointed on Sep.15,2017

SLIDE 26

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)

26 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 27

GROUP MANAGEMENT TEAM – ORSERO S.P.A.

27

Manager Title Professional Background Raffaella Orsero Paolo Prudenziati Matteo Colombini Tommaso Cotto Daniele Gazzano

Born in Savona in 1966, after graduating in law, she started her career in 1993 at Simba SpA, a company of the GF Group (now Orsero), becoming Managing Director in 2002. From 2003 to 2007, she was also Managing Director at Reefer Terminal S.p.A. From September 2013, she was Managing Director of GF Group, a position she held until July 2015. From February 2017 she became Deputy Chair, Managing Director and Chief Executive Officer (CEO) of Orsero Group. Born in Milan (Italy) in 1956. After graduating in Agricultural Sciences, in 1981 he began his career at Cargill. In 1989, he joined Chiquita Brands International with various management responsibilities at international level, to then become Senior Vice President Trading and Emerging Markets and CEO of Chiquita Italia. He joined the Group in 2016 and was appointed Chief Executive Officer. From February 2017 he become Chairman, Managing Director and Chief Commercial Officer (CCO) of Orsero Group. Born in Bologna in 1983. After graduating in Law and Business Administration and a master’s course in General Management at Bocconi University in Milan, he started his career at the Bank of Ireland. In 2008, he went to work at Bain & Company Italy Inc until 2015 when he joined GF Group (now Orsero) as Group Chief Financial Officer. From February 2017 he is Managing Director and Chief Financial Officer (CFO) of Orsero Group. Born in Biella in 1986. He has a degree in Management Engineering from the Polytechnic of Turin and in Business Economics from ESCP-Europe. He started his professional experience at Bain & Company Italy Inc in 2010 as a consultant. He joined the Group in November 2015 as Chief Operating Officer (COO). Born in Alassio (SV) in 1958. A degree in Economics and a Chartered Accountant and Auditor, he started his career in 1984 at Olivetti. He joined the Group in 1991 as administrative director of Fruttital Srl and in 1998 he became the Administrative Director of the parent company. He is a member of several Boards of Directors of subsidiaries.

Alessandro Piccardo

Born in Albenga (SV) in 1964. A degree in History, he joined GF Group (now Orsero) in 1998 as assistant to the Commercial Director of Reefer Terminal SpA, becoming Chairman and CEO in 2007, a position that he held until 2015. Member of the Board of Directors in companies of Orsero, from 2014 he is Chief Human Resources Officer (CHRO) .

Deputy Chair, MD and CEO Chairman, MD and CCO MD and CFO COO General Counsel CHRO

SLIDE 28

MAIN SUBSIDIARIES’ MANAGEMENT TEAM

28

Manager Company Professional Background Philippe Pons João Mendes AZ France (FR) Eurofrutas (PT)

Born in Algiers (Algeria) in1958, he holds a degree in Agricultural Sciences. Mr Pons began his career in 1983 in Pomona SA, a market leader in France in F&V trade. He joined the AZ Group in 1989 and he became Chairman and Managing Director (PDG) of AZ France in the mid-2000. Born in Setubal (Portugal) in1961. He holds a Bachelor of Administration. After several experiences in the F&V sector, in 2006 became MD of Chiquita Portugal, in 2012 was appointed Deputy Managing Director of Bargosa Fruit Company. In 2015 joined the Group as Managing Director of the company Eurofrutas Lda.

Manlio Ginocchio Luca Tarabella Cosiarma (IT) Bella Frutta (GR)

Born in Camogli (GE, Italy) in1967. He joined the Group in 1997 , after +15 years of experience in the reefer container business, becoming in 2014 Managing Director of Cosiarma S.p.a. Born in Mesagne (BR, Italy) in 1971. He holds a degree in Economics. After various experiences as Export Sales Manager in food companies, he joined the Group as sales director of Bella Frutta SA and appointed CEO thereof in 2012.

Alessando Canalella Fruttital/ Simba (IT)

Born in Alassio (SV, Italy) in1971. Graduated in Economics, he joined the Group in 2000. Currently Mr. Canalella serves as Managing Director of Simba S.p.A. (Import), member of the BoD and Commercial Director of Fruttital S.r.l. , being present also the BoD of several other subsidiaries of Orsero.

Luis Fernández López Hermanos Fernández López (ES)

Born in Albox (Almeria,Spain) in 1948. Founded HFL in the 60’s. Currently Mr. Fernández López is Managing Director of Hermanos Fernández López S.A.

Riccardo Mestrelli Fruttital Firenze and Galandi (IT)

Born in Firenze (Italy) in 1968. Currently he is Managing Director of the recently fully acquired Tuscan companies.

SLIDE 29

37 259

• 16
• 27

556 852 234 218 13 13

• 118
• 145

Inter Segment Service Import & shipping Distribution

PRO FORMA CONSOLIDATED NET SALES

NET SALES VARIANCE DISTRIBUTION SEGMENT – MIX SNAPSHOT (*)

• Net sales FY 2017 pro forma grew by 252,9 M€ vs 2016, equal

to +36,9%, like-for-like growth is +3,2 % plus a perimeter change due to M&A +33,7%.

• Distribution Segment on a constant perimeter is up about 37 M€,

+6,6%, thanks to increased marketed quantities and better prices

• Distribution Segment increases by 259 M€ (net of intra-segment

elimination) thanks to the acquisition of the remaining stake in the JV’s in Spain and Italy

• Import & Shipping declines by abt. 16 M€, - 6,8%, mainly due the

declining loading factor resulting in less sales in shipping services

• Services and Inter Segment eliminations (I/S) negative balance

increases as an effect of line-by-line consolidation of acquired companies (I/S net sales are chiefly referred to Bananas and Pines sourced by Import & Shipping Segment on behalf of Distribution Segment).

NET SALES – SEGMENT REPORTING

29

+ 6,6% + 46,6%

685 938

(1) (2) (3)

M€

(1) (2) (3) Net Sales FY 2016 Distribution like-for like Import & Shipping Service & I/S Net Sales FY 2017 Pro forma (4) Distribution M&A (*) Internal reporting statistics. Mix calculated on Gross Sales. (4)

• 6,8%

FY 2016 FY 2017

32% 7% 15% 10% 10% 8% 18% 30% 5% 13% 13% 9% 7% 23% Banana Pines Exotic Kiwi Citrus Apples/Pears Others Fruit and Vegetables +296

M€ FY 2017 FY 2016 Total Change Like- for-like M&A pro-forma Distribution 851,6 555,7 295,9 53,2% 6,6% 46,6% Import & Shipping 218,0 233,8 ( 15,8)

• 6,8%
• 6,8%

Service/Holding 13,4 13,5 ( 0,1)

• 0,8%
• 0,8%

Inter Segment ( 145,1) ( 118,0) ( 27,2) 23,0%

• 1,0%

24,1% Net Sales 937,8 685,0 252,9 36,9% 3,2% 33,7%

SLIDE 30

3,7 9,7 0,6

• 17,8

15,7 29,1 24,9 7,1

• 5,4
• 4,8

Service/ Holding Import & shipping Distribution

PRO FORMA CONSOLIDATED ADJUSTED EBITDA

ADJUSTED EBITDA VARIANCE

• Adjusted EBITDA FY 2017 pro forma is abt. 31,3 M€,

3,3% on net sales, down of 3,9 M€ compared with 2016.

• The overall change is attributable to:
• Distribution Segment/ “like-for like” is up by + 3,7 M€ ( 19,4 M€

vs 15,7 M€) due to a significant sales increase, better prices and gross margin in several product traded coupled with an incremented operational leverage

• Distribution Segment /”M&A” is up + 9,7 M, as an effect of

M&A on an yearly basis

• Import & Shipping is down by -17,8 M€ for the downturns in

the banana import market (excess of supply all year long and weaker EUR/USD cross rate in H1 2017) and the decline of profitability of shipping services. The key drivers of reduced margin of shipping activities are :

▪ slightly declining freight rate ▪ increased bunker fuel costs (the average bunker is abt. 313 USD/Mton compared with 216 USD/Mton of FY 2016) ▪ lower loading factor (82% vs more than 93% last year).

ADJUSTED EBITDA MARGIN – SEGMENT REPORTING

30 35,2 31,3 M€

(1) (2) (3) (1) (2) (3) Distribution like-for like Import & Shipping Service & I/S

• Adj. EBITDA

FY 2017 Pro forma Distribution M&A

M€ FY 2017 pro-forma % FY 2016 % Distribution 29,1 3,4% 15,7 2,8% Import & Shipping 7,1 3,2% 24,9 10,6% Service/Holding

• 4,8

ns

• 5,4

ns Adjusted Ebitda 31,3 3,3% 35,2 5,1%

(*) 2016 Pro forma Financial Data take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A.. Data disclosed on April 12,2017.

• Adj. EBITDA

FY 2016 Pro forma (*)

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

with 5,1% in FY 2016, down 180 bps.:

• Distribution Segment achieved a best in class profitability of

3,4%, up 60 bps (the like-for-like Adj. EBITDA ratio is 3,3 %, up 50 bps.)

• Import & Shipping reported 3,2% compared with 10,6% of he

same period of last year

• Services/Holding Segment (**) result improved by 0,6 M€,

representing -0,5% on total net sales versus -0,8% of prior year

(**) Services/Holding Segment result is affected by parent company expenses and advertising costs of the “F.lli Orsero” brand.

+13,4

SLIDE 31

PRO FORMA CONSOLIDATED NET PROFIT

• Net Profit is abt. 15,1 M€, -3,2 M€ compared with last

year.

• The most significant items bridging the Adjusted EBITDA

pro forma and Net Profit pro forma are :

• Depreciations, Amortizations and Provisions for risks and

charges of abt. 15,3 M€, 4 M€ higher than previous year due to the perimeter change related to M&A

• Net financial expenses of 2,7 M€, higher by 1,3 mainly

attributable to less interest gained on one-off cash reserves (in 2016 the SPAC held ~80M € parked in time deposits)

• Share of Profit of JV and Associated company attributable to

Orsero Group of 1 M€, decreasing by 4 M€ reflecting the full consolidation of JV’s acquired last July and the disposal of 50% interest in Acorsa

• Non-recurring net items account for + 5,3 M€, main topics are:

▪ the enforcement of the Intesa Guarantee ▪ The fair value re-measurement of previously held 50% interests in the acquired JV’s, in accordance with IFRS 3 (non-cash item)

• Tax for approx. 4,4 M€, increased of abt. 1,6 M€ as a

consequence of the shift in the pre-tax profit generation from Shipping activities, which are granted with a reduced income tax regime, and Distribution, where “normal” tax rate is applied

• Effective tax rate is 21,9 % on imposable income, less than

standard tax rate thanks to some tax assets.

FROM ADJUSTED EBITDA TO ADJ. NET PROFIT – FY 2017

31 M€

Adj. EBITDA FY 2017 Net Profit FY 2017 Pro forma D&A/ Provisions

• Fin. items

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

(*) 2016 Pro forma Financial Data take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A.. Data disclosed on April 12,2017.

1,0 5,3 15,3 2,7 4,5 31,3 15,1

SLIDE 32

15,1 13,0 0,2 1,6 0,7 116,5 145,7 33,8 2,8 8,0 13,0 20,1 14,1 49,1 46,5

PRO FORMA CONSOLIDATED NET EQUITY AND NFP

NET EQUITY VARIANCE

• Total Shareholders’ Equity is abt. 145,7 M€, increasing

by abt. 29 M€ compared with the end of 2016.

• Main changes are due to:
• Net profit of the period of circa 15,1 M€
• Capital increase reserved to Grupo Fernández related to

the contribution in kind of shares of Hermanos Fernández López, 13 M€ (1.000.000 new shares valued 13,00 €/each)

• Capital increase due to the exercise of Orsero Warrants
• The buy back program of approx. -0,7 M€ (out of the 2 M€
• verall program approved by the GSM)
• Other equity effects for a positive impact of +1,6 M€,

relevant to currency effects on net equity and the Stock Grant program 32

M€

NET FINANCIAL POSITION VARIANCE-ILLUSTRATIVE

• Group NFP is equal to 46,5 M€, down by abt. 2,6 M€

in respect to the end of 2016.

• Main changes are due to:
• M&A net cash impact of circa 20,8 M€ consisting of the

total investment in the acquired companies (33,4 M€ already settled + 0,4 M€ deferred considerations) less the reserved capital increase (13 M€)

• The proceeding of 20,1 M€ from the disposal of 50% of

Acorsa (banana farming business in Costa Rica)

• Financial items of 2,8 M€ comprising interests expenses (2,4

M€), the capital increase related to the exercise of warrants (+0,2 M) and the repurchase of shares (-0,7 M€)

• Operating Free Cash Flow generation of 14,1 M€, including
• abt. 8,6 M of recurring capex

M€

FY 2016 Pro forma Net Profit FY 2017 Capital Increase Fernandez FY 2017 Pro forma Others FY 2016 Pro forma M&A FY 2017 Pro forma Cash Flow Disposal

• f Acorsa

(*) 2016 Pro forma Financial Data take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A.. Data disclosed on April 12,2017. (*) (*) Net Cash Impact 20,8 M€ Buy-back Capital Increase Warrant Capital Increase Fernandez Intesa Guarantee Financial Items

SLIDE 33

Amounts in €/000 Pro-forma 31/12/2017

%

Reported 31/12/2017

%

Pro-forma 31/12/2016

%

Net sales 937.830

100,0%

819.124

100,0%

684.970

100,0%

• cost of goods sold

(859.238)

• 91,6%

(750.663)

• 91,6%

(612.317)

• 89,4%

Gross Profit 78.591

8,4%

68.461

8,4%

72.653

10,6%

• overheads

(66.358)

• 7,1%

(59.602)

• 7,3%

(49.455)

• 7,2%
• other income and expenses

(978)

• 0,1%

(978)

• 0,1%

(5.591)

• 0,8%

Operating Result (Ebit) 11.255

1,2%

7.880

1,0%

17.607

2,6%

• net financial expenses

(2.658)

• 0,3%

(2.579)

• 0,3%

(1.407)

• 0,2%
• result from investments

10.984

1,2%

11.387

1,4%

4.912

0,7%

Profit before tax 19.582

2,1%

16.689

2,0%

21.112

3,1%

• tax expenses

(4.499)

• 0,5%

(3.654)

• 0,4%

(2.862)

• 0,4%

Net profit from continuing operations 15.083

1,6%

13.035

1,6%

18.250

2,7%

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

Net profit 15.083

1,6%

13.035

1,6%

18.250

2,7%

• attributable to non-controlling interests

229 226 97

• attributable to parent company

14.854 12.809 18.153

• Earning per share

1,026 0,885

• Earning per share fully diluted

0,927 0,800

INCOME STATEMENT ADJUSTMENTS:

Operating Result (Ebit) 11.255

1,2%

7.880

1,0%

17.607

2,6%

D&A (12.771)

• 1,4%

(11.562)

• 1,4%

(9.770)

• 1,4%

Provisions (2.547)

• 0,3%

(2.073)

• 0,3%

(1.524)

• 0,2%

Non recurring Income 654

0,1%

654

0,1%

1.634

0,2%

Non recurring Expenses (5.418)

• 0,6%

(5.393)

• 0,7%

(7.943)

• 1,2%

ADJUSTED EBITDA 31.337

3,3%

26.255

3,2%

35.210

5,1%

CONSOLIDATED INCOME STATEMENT

33

(*) 2016 Pro forma data take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A.. Data disclosed on April 12,2017. (**) (**) Including LT Incentive plan (*)

SLIDE 34

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

34

Pro-forma 31/12/2017 Reported 31/12/2017 31/12/2016(*) Pro-forma 31/12/2016(**)

• goodwill and consolidation adjustments

35.195 33.103 3.834 3.834

• other intangible assets

7.956 7.956 6.208 6.208

• tangible assets

100.864 100.994 85.881 85.881

• financial assets

7.959 7.959 39.221 39.221

• other fixed assets

1.489 1.489 668 668

• deferred tax assets

7.788 7.788 7.291 7.419 Non-Current Assets 161.252 159.290 143.103 143.231

• inventories

33.498 33.498 24.114 24.114

• trade receivables

112.898 112.898 80.528 80.528

• current tax receivables

15.564 15.564 13.918 14.540

• other current asset

8.970 8.970 10.037 10.076

• cash and cash equivalent

79.893 79.893 37.095 56.478 Current Assets 250.823 250.823 165.691 185.735 Assets held for sale

• TOTAL ASSETS

412.075 410.113 308.794 328.966

• share capital

69.163 69.163 13.000 64.500

• reserves

60.640 60.690 36.758 33.103

• net result

14.854 12.809 18.215 18.153 Capital and reserves attributable to Parent Company 144.657 142.662 67.973 115.756 Non-Controlling Interest 1.084 1.084 741 741 TOTAL SHAREHOLDERS' EQUITY 145.741 143.747 68.714 116.497

• non-current financial liabilities

76.208 76.208 74.706 74.706

• other non-current liabilities

166 166 209 209

• deferred tax liabilities

5.495 5.527 2.771 2.771

• provisions for risks and charges

2.968 2.968 4.394 4.394

• employees benefits liabilities

8.785 8.785 5.741 5.741 NON-CURRENT LIABILITIES 93.622 93.655 87.821 87.821

• current financial liabilities

50.192 50.192 59.863 30.863

• trade payables

103.395 103.395 75.841 77.199

• current tax and social security liabilities

6.201 6.201 4.874 4.903

• other current liabilities

12.923 12.923 11.680 11.682 CURRENT LIABILITIES 172.712 172.712 152.259 124.648 Liabilities held for sale

• TOTAL LIABILITIES AND EQUITY

412.075 410.113 308.794 328.966

(*) GF Group S.p.A. now merged in Orsero S.p.A. (**) 2016 Pro forma data take into account the effect of the business combination between GF Group S.p.A. and Glenalta Food S.p.A.. Data disclosed on April 12,2017.

SLIDE 35

DEFINITIONS & SYMBOLS

35

• 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
• H1 = first half (i.e. period 1/1/2017 – 30/6/2017)
• BAF = Bunker Adjustment Factor
• Plt. = Pallet
• M = million
• K = thousands
• € = EURO
• , (comma) = separator of decimal digits
• . (full stop) = separator of thousands

SLIDE 36

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”