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AGRIBUSINESS PRESENTATION October, 2018 INSIDE Introduction to Clairfield Agribusiness sector Agribusiness consolidation trends About Clairfield International www.clairfield.com

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Page 1: October, 2018 AGRIBUSINESS PRESENTATION...AGRIBUSINESS PRESENTATION October, 2018 INSIDE Introduction to Clairfield Agribusiness sector Agribusiness consolidation trends About Clairfield

AGRIBUSINESS PRESENTATIONOctober, 2018

INSIDE

Introduction to Clairfield Agribusiness sector

Agribusiness consolidation trends

About Clairfield International

www.clairfield.com

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2Strictly private & confidential

INTRODUCTION TO THE AGRIBUSINESS GROUP

Clairfield’s Agribusiness team is chaired by Rodrigo Pasin of ClairfieldBrazil. The team offers particular expertise in the following areas:

Seeds and genetics Solid and liquid fertilizers Crop protection, farm

inputs distr. and agriretail Irrigation systems Precision agriculture Animal health, genetics

and feed

Farming Fisheries and aquaculture Dairy Products Animal protein Agri inputs retail Agri tech Natural food

Gary Ecob of Clairfield UKand Dr. Albert Schander ofClairfield Germany jointlyhead the Clairfield GlobalConsumer & Retailcommittee.

The team is also composed of Pablo Cervantes of Clairfield Mexico andIgnacio Kleiman of Clairfield Miami.

Clairfield’s agribusiness sector team, headed up by Rodrigo Pasin ofClairfield Brazil, allies the sector knowledge and the M&A experience toprovide value in buy-side and sell-side processes, including relationshipwith the major global players and the local knowledge of regionalplayers.

The agribusiness team relies on the strategic knowledge of severalagribusiness segment experts capable of providing the right angle in anytype of M&A process. Our team members have been actively involved inadvising on M&A transactions in the mid-cap segment, especially in theAmerica, one of the main agricultural continent.

Clairfield’s agribusiness sector team provides all relevant skills to attendthe high demands of our clients, as senior negotiators, strategic anglefrom our sector experts, strong analytical skills, project managementand top level relationships.

The global knowledge that comprises Clairfield’s agribusiness sectorteam allows us to understand each business as its own and to attend thedemands on your behalf in local markets around the globe.

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3

ABOUT CLAIRFIELD’S SECTOR EXPERTISE

PRODUCTS & SERVICES • Chemicals and

plastics• Construction and

building materials• Electrical/electronic

equipment and components

• Plant, machinery and equipment

• Industrial products and services

Clairfield International provides advisory services, mainly in crossborder mergers and acquisitions, to multinational corporations, family-ownedenterprises, and private equity firms. Our focus is the middle-market segment, designing and executing transactions of up to EUR 1 billion inenterprise value.

Clairfield’s high ratio of senior partners and directors to junior employees ensures that senior team members take an active role in alltransactions.

Clairfield’s worldwide presence guarantees our clients direct access to the local knowledge of its regional office and industry expertise fromprofessionals around the globe.

Clairfield International is recognized as one of the top M&A boutiques worldwide year after year in the Thomson Reuters league tables.

Clairfield’s Agribusiness is composed by Clairfield’s offices worldwide, as well as advisory board members who have close ties to the mostimportant companies in the sector.

Proven track record in the sector Both buy side and sell side mandates

Sell-side52.4%

Buy-side38.1%

Other9.5%

21INDUSTRIALS

TRANSACTIONS CLOSED SINCE 2006

EUR +900 MCUMULATIVE VALUE OF

INDUSTRIALSTRANSACTIONS

CLOSED SINCE 2006 Strategic buyers81.3%

Financial buyers18.8%

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OUR UNDERSTANDING ABOUT AGRIBUSINESS

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Food consumptionCommodity price volatily

Limitationof arable land

AGRICULTURE INDUSTRY OVERVIEW

Farmers

Crop production Farmland Forestry Livestock

Processing companies and distribution

Commodity traders Animal protein

slaughterhouse and processors

Paper and pulp Agri input retail Warehousing

Food companies and final consumer

Companies considered as the downstream such as HORECA, branded food processors, foodservice, distributors, beverages, dairy, ingredients, among others.

Tech and input providers

Seed genetics and growers Crop protection

manufacturers Fertilizers manufacturers Animal and vegetal genetics Animal feed Precision agriculture

Other business enablers, including AgriTech

Population growth

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0

150

300

450

Cereals Milk anddairy

Roots Meat Sugar

For 2050 we face a challenging scenario; it is expected that there will be a 70% increase in food demand with limited arable land, therefore, the use of technology – seed genetics, efficient crop protection and fertilizers, animal feed, and pro and prebiotics – will be crucial to attend this demand.

2050: A BIG CHALLENGE AHEAD

Source: 2017 Revision of World Population Prospects UN; World Bank Group; Jelle Bruinsma

World population projection in billion Global food demand by commodities in 2050

Arable land per person Cereal production yield

6.1 6.5 7.0 7.4 7.8 8.19.8

2000 2005 2010 2015 2020 2025 2050

CAGR: 1,0%Billion kg per year

40% increase in consumption65%

56%76%

59%

0.227 0.214 0.199 0.193 0.187 0.184 0.171

0.000

0.100

0.200

0.300

2000 2005 2010 2015 2020 2025 2050

3.063 3.262 3.5553.923

2000 2005 2010 2015

Kg per hectare

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The agribusiness sector suffers from market and environmental instability, which opens up the opportunity for new and emerging services - especially AgriTech - and growth opportunities for longstanding services.

INSTABILITY IN THE AGRIBUSINESS

Source: Bloomberg; Nasa; USDA

BCOM: Commodity Index Index price: paid by farmer for fertilizer, 2011=100

Short term volatility, soybean – USD bushel CO2 levels

6

8

10

12

0.0

50.0

100.0

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Specialized agri services

Precision agriculture, equipment rental, agri

retail, ERP, air application

FARMERS DEPEND ON SEVERAL COMPLEX FACTORS

Maximize the value

for thefarmers

Specialized agri inputs

Micro-suspension, biostimulants, sea

weed, shale extract, bio crop protection

Tradition agri inputs

NPK, Crop protection, seeds, equipment,

machinery, feed

Logistics

Silos, agri input warehouse,

fractioned freight

Technology

Seed and animal genetics, big data,

automation, targeting

Financial instruments

Insurance, hedge, barter

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The consolidation of large international agri input players has already begun and this trend is likely to continue in across other segments also.

CONSOLIDATION TRENDS

M&A Process

It is certain that the consolidation process is due to a morechallenging environment, where the companies are strugglingin terms of financial results, expiration of patents, regulatoryissues and the ascension of generic product players.

As a trend, it is expected that the consolidation process willreach other segments, such as agri-retail and commoditytraders. The M&A process has already reached thetechnological companies, where large input players areacquiring small and mid-sized players that can aggregate moretechnology to the product portfolio.

3 leads in M&A

Agri input: seeking for more technological products, channel and regional consolidation

Agri retail: seeking for own brands, aggregated services, channel and regional consolidation

Agri services: seek for AgriTech, financial products, insurance, aggregate value to the farmers

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CONSOLIDATION TRENDS

Source: Elaborated by Markestrat, + Crop Life Report - http://www.croplife.com/editorial/the-top-10-crop-protection-companies-post-mega-mergers/

Several movements in M&A among the Top 10 players

+

+

Seeds andCP (herb)

++

1 Bayer and Monsanto - 2018 4 Basf and Bayer - 2018 2

3 Corteva - 2017 6 FMC - 2017

Part of theCP portfolio

+

Agricultural Division of Acquired

Acquired

+

Chemchina consolidation - 2017

Acquired

5 UPL consolidation - 2018

++

Acquired

Acquired part ofthe portfolio ofSyngenta and

Adama

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Ajinomoto Japan Agro2Agri Spain Acquisition Special fertilizer N/A

Acquired through its subsidiary

A majority stake in Agro2Agri, the consortium comprising

Clairfield International of Belgium advised Ajinomoto

Ajinomoto Co, through its Belgian subsidiary Ajinomoto OmniChem N.V., acquired amajority stake in Agro2Agri S.L. , a Spanish agrochemical consortium specialized in theproduction and marketing of bio stimulants. Ajinomoto OmniChem is the Belgian subsidiaryof the Japanese multinational Ajinomoto Co. Ajinomoto Co is a global manufacturer ofquality seasonings, processed foods, beverages, amino acids, pharmaceuticals andspeciality chemicals. Ajinomoto OmniChem manufactures and sells pharmaceuticalintermediates and APIs globally.

Agro2Agri is a Spanish agrochemical consortium previously owned by Grupo Dadelos,comprised of three subsidiaries: Dadelos Agrosolutions, AgriTecno Fertilizantes andAgrigentum. Ajinomoto OmniChem previously owned a 4.5% stake in all three subsidiariesand sought to acquire a majority stake in Agro2Agri by raising its stakes in the subsidiaries.

Ajinomoto OmniChem aimed to expand its agro business by entering the rapidly growingbio stimulants market. Additionally, the European market proved to be a valuable fit as itrepresents 40% of the global market and is the fastest-growing region. AjinomotoOmniChem will take advantage of the joint development of new products and customers,and will further establish its speciality division in the European agrochemicals market.

Team:Hans Buysse

Laurenz Van de Moortel

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Mitsui & Co (USA) USA Markfood Chile Acquisition Fish N/A

Entered a strategic partnership with

Clairfield International of USA (Miami) advised Mitsui & Co

Mitsui & Co entered into a strategic partnership transaction with Mark Foods, a New York-based importer and marketer of quality seafood products to high-end retailers, distributersand restaurant groups.Mitsui & Co is the U.S. subsidiary of Mitsui & Co Ltd, one of the largest general tradingcompanies in Japan and publicly traded on the Tokyo stock exchange. The group ownsconsiderable seafood resources worldwide, including shrimp farming operations in Asia andsalmon farming operations in South America.Established in 2002, Mark Foods is leading supplier of Chilean sea bass, a popular, premiumitem in the U.S. seafood market. The company also supplies lobster, octopus, crab, mussels,shrimp, and other specialty seafood products to top tier retailers and food servicecustomers across the US.The strategic partnership alliance will strengthen Mark Foods’ position in the US market andcreate new business opportunities by leveraging Mitsui’s global seafood resources and MarkFoods’ distribution channels in the U.S.Antarctica Advisors, Clairfield International’s partner in Miami and the leading seafoodindustry specialist M&A advisory firm, acted as the exclusive investment banking advisor toMitsui & Co.

Team:Birgir BrynjolfssonJean-Marc Narine

Ignacio Kleiman

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Madrange France Limougeoise de Salaisons France Sale Food undisclosed

Madrange, a group owned by the Madrangeas family via the FIMA holding, was sold toLimougeoise de Salaisons, a company held by Monique Piffaut, owner of Financière TurenneLafayette.

Madrange is a famous brand in France with sales of EUR 273 million in 2010 (50,500 tonsproduced) in cooked ham, pâtés, and dried cured ham, employing 1,300 people in six plants.Financière Turenne Lafayette sales amount to EUR 679 million, with EUR 406 million in ready-made meals with leading brands such as William Saurin, Panzani, Petit Jean or Garbit, and withEUR 273 million in cooked and dried cured ham (Paul Prédault, Montagne Noire). After thetransaction, the group will employ 2,900 people and have consolidated sales of EUR 950 million.

In a difficult sector environment (increase in the price of raw materials, pricing battles, fiercecompetition) and losses accumulated over the last several years, Madrange implemented aserious restructuring plan. Thierry Chetrit, managing partner of Clairfield France, acted as vicepresident of the Madrange Board for two years and under his guidance, the company targeted astrategic alliance consisting in consolidating two of the main French players. The transaction,involving the French state through the CIRI (industrial restructuring department of the Ministryof Economy), was led and negotiated by Clairfield, acting as exclusive financial advisor to thesellers.

Deal Team: Thierry Chetrit

Jean-François Cruciani Marie Dokchine

was sold to

Limougeoise de Salaisons

a company associated with theFinancière Turenne Lafayette Group

Clairfield International in France advised the sellers.

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raised funds from

Alllowing the acquisition of

Clairfield International France advised the buyer

The French leader of local smoked sausages Sipas Group opens up its capital to two privateequity funds, Siparex and Carvest in order to purchase a stake of historical shareholders tofinance a part of the acquisition of its competitor Clavière from the famous French food groupBongrain.

At the same time this deal allows the CEO to hold a majority stake. Through its two brandsJean-Louis Amiote and Morteau Saucisse, Sipas Group is the leading French manufacturer oflocal smoked sausages.

The Group mainly produces Morteau and Montbéliard sausages which are typicalproducts of Franche-Comté, an area located in the east of France.

With the acquisition of Clavière, Sipas brings 3 plants together and has a combined turnoverof over EUR 60 million. The group employs approximately 300 people.

Responsable:Thierry Chetrit

RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Sipas Group France Siparex and Carvest France Capitalization Sausages N/A

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Arla Foods Denmark PolmIek Poland Acquisition Dairy cooperative N/A

Arla Foods is the world’s eighth largest dairy company with global turnover equal toapproximately EUR 6,5 billion in 2010. As a cooperative owned by approximately 7,700 Swedish,Danish and German milk producers, Arla Foods has production facilities in 13 countries and salesoffices in additional 20 countries.

Due to centralization of the mozzarella cheese production at Arla’s dairy in Rødkærsbro,Denmark, the decision was taken to sell the Polish production subsidiary in Goscino, whichcurrently processes 70,000 tons of milk annually and employs 100 people. The dairy division wassold to Polmlek group, one of the leading players in the Polish dairy market.

Clairfield International in Poland advised Arla Foods in the negotiation of the transactionconditions with the investor, and managed the transaction process including due diligence andpreparation of acquisition documents.

Responsable:Peter Chudy

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was sold to

Clairfield International Norway advisedStange in this transaction

RELEVANT TRANSACTION

Stanges Gardsprodukter has delivered premium chicken products to the Norwegian market formore than 20 years and is a favorite of several of the best chefs in Norway. StangesGardsprodukter delivers to retailers, restaurants, and hotels. The customer list includes Engo Gard,Feinschmecker, NorgesGruppen, COOP, and ICA. Stanges Gardsprodukter also has its ownpremium shop at Mathallen in Oslo. Stanges Gardsprodukter had revenues of approximately NOK60 million in 2012.

REMA Industrier acquired 95% of the shares of Stanges Gardsprodukter from the Bahre family,Arnt-Harald Stange, and Peter Aronsen. The acquisition will give REMA 1000 access to the qualityproducts offered by Stanges Gardsprodukter.

Client Country Counterpart Country Type of transaction Segment Deal value

Stange Norway Reitangruppen Norway Sale Chicken distributor N/A

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Oceana Group South Africa DayBrook US Acquisition Seafood USD 382 mm

acquired

For USD 382 million

Clairfield International of Miami advisedOceana Group

Oceana Group, the largest fishing company in South Africa, acquired Daybrook Fisheries,the second largest fishmeal and fish oil producer in North America.

Incorporated in 1918, Oceana Group is an important supplier of seafood products toconsumers worldwide, reaching customers in Africa, Europe, the US, Asia, and Oceania.Oceana is listed on both the Johannesburg (JSE) and Namibian (NSX) stock exchanges.

Oceana’s businesses include catching, processing, marketing and distribution of canned fish,fishmeal and fish oil. Oceana provides employment opportunities for close to 5,000employees.

Oceana is listed on both the Johannesburg (JSE) and Namibian (NSX) stock exchanges. In2014, Oceana was rated the most empowered listed company in South Africa (Mail &Guardian’s Most Empowered Companies ranking).

Responsable:Ignacio Kleiman

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Rancho Los Molinos Mexico Mexico Development I Mexico Sale Seeds N/A

was sold

Clairfield International of Mexico advisedRancho Los Molinos

Rancho Los Molinos S.A. de C.V., leader in the bulk seeds and hermetically sealed seedsindustry, sold shares to a group of private investors including the private equity fund MexicoDevelopment I.

Based in Tepoztlán, Morelos, Mexico, Rancho Los Molinos is the leading distributor ofbulk seed and hermetically sealed vegetable, fruit, and flower seeds in the country.

Team:Pablo Coballasi

Luis CoriaGerardo GodardEduardo Correa

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Semilia Brazil KWS Germany Sale Seed genetics N/A

was sold

Clairfield International of Brazil advised Semilia

Semília Genética e Melhoramento Ltda., based in Curitiba, Brazil, engages in corn seedresearch and production with a focus on hybrid seeds. The company, founded in 2001, isone of the few independent companies in this sector. It runs two breeding stations andfacilities in Parana and Bahia. Its germplasm is adapted to tropical and subtropical climates.

KWS SAAT AG acquired Semília through its subsidiary KWS Brazil Participações LTDA. KWS,headquartered in Germany, is one of the world´s four leading plant breeding companies.Established in 1856, KWS has been breeding crops for temperate climates for over 150years. KWS has some 3,800 employees (1,500 of in Germany) and is represented in morethan 70 countries. In the 2011-2012 revenue period, KWS Group and its approximately 60subsidiaries and associated companies will generate net sales of approximately EUR 980million.

The acquisition of Semilia is a milestone for KWS in its expansion into the tropical cornsegment. Brazil is the third largest corn market in the world with approximately 14 millionhectares. Semilia’s expertise concerning the products and the market will provide KWS withan optimal platform for future growth in this important seed market. :

Responsable:Rodrigo Pasin

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Mãe Terra Brazil Solocorp / Alexandre Borges Brazil Sale Natural Food N/A

Mãe Terra is one of the most famous companies in the sector of natural food in Brazil. Themain products of the companies are: natural cookies, oats, nuts, granola and some naturaland organic products.

A search fund founded by Alexandre Borges acquired 100% of the shares of Mãe Terra.

Clairfield International Brazil advised the sellers in all the stages of the negotiation.

Responsable:Rodrigo Pasin

Clairfield International Brazil advised the seller

Mãe Terra ProdutosNaturais Ltda.

was sold to theInvestment Fund Solo Corp

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RELEVANT TRANSACTION

Sunnybrand is a fully integrated chicken producer and has its own meat breeding and hatcheryoperations. Sunnybrand produces an average of 65,000 fresh chickens per day

In July 2008, InterFinancial had represented a group of private investors in the acquisition of theSunnybrand chicken business.

Clairfield Australia acted as financial advisor to the same group in response to an offer fromInghams in April 2011.

Inghams Enterprises Pty Ltd is Australia’s largest poultry producer of meat and layer chickens andturkey.

Responsable:Sharon Doyle

Client Country Counterpart Country Type of transaction Segment Deal value

SunnybrandChickens Australia Inghams Enterprises Australia Sale Chicken producer N/A

was sold to

Clairfield International of Australia advisedSunnybrand Chickens

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RELEVANT TRANSACTION

Mackay Sugar is Australia's second largest sugar milling company, with an annual turnoverexceeding $300 million. The company's revenue base includes raw and refined sugar,molasses and electricity. Raw sugar, the primary product of Mackay Sugar, averages 800,000tonnes annually for both the domestic market and export distribution.

In June 2011, Mackay Sugar Limited (“Mackay Sugar”) made a takeover offer for all theshares in Tully Sugar valuing the company at $136 million.

InterFinancial acted as financial advisor to Mackay Sugar in its debt funding of up to $107million from LDC Asia to enable the offer to be made.

LDC Asia is a wholly owned subsidiary of Louis Dreyfus Commodities B.V., which is a worldleader in the processing and merchandising of a diverse range of agricultural commoditiesand a key player in the global food chain.

Part of the LDC Asia loan was convertible into equity in Mackay Sugar under certaincircumstances.

Team:Paul Keehan

Sharon DoyleMark Steinhardt

Client Country Counterpart Country Type of transaction Segment Deal value

Mackay Sugar Australia Louis DreyfusCommodities Switzerland Convertible Debt Food & Agribusiness AUD 107 mm

negotiated acquisition funding with

Clairfield International Australia acted as

adviser to Mackay Sugar.

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RELEVANT TRANSACTION

Client Country Counterpart Country Type of transaction Segment Deal value

Mackay Sugar Australia Mossman Central Mill Australian Acquisition Sugar cane $25.3m

negotiated acquisition of the milling assets of

Clairfield International of Australia advisedMackay Sugar

Mackay Sugar is Australia's second largest sugar milling company, with an annual turnoverexceeding $300 million. The company's revenue base includes raw and refined sugar,molasses and electricity. Raw sugar, the primary product of Mackay Sugar, averages 800,000tonnes annually for both the domestic market and export distribution.

In April 2012, Mackay Sugar Limited (“Mackay Sugar”) announced the acquisition of themilling assets of Mossman Central Mill valuing the assets at $25.3 million.

Clairfield Australia acted as a financial advisor to Mackay Sugar in negotiating andstructuring the transaction.

The milling and related assets were acquired by Mackay Sugar through the issue ofapproximately $12 million in Mackay Sugar shares and refinancing $13 million in debt.Mossman Central Mill will retain its food grade bagged sugar operation, which it marketsunder the brand ‘Daintree Gold’. Daintree Gold will be supplied raw sugar by Mackay Sugarunder a commercial agreement.

Team:Paul Keehan

Mark Steinhardt

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AGRIBUSINESS – COUNTRY PER COUNTRY

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UK farming was valued at around £8.2bn for 2017 and was responsible for0.7% of gross domestic product for the United Kingdom.

Despite the uncertainty surrounding the Brexit vote, the UK remains a targetfor overseas investors and acquirors due to the country’s shift in consumerdemand to health conscious products, a rising population and agritechinnovation.

Fears of incoming trade barriers from Brexit did not halt M&A transactions,with 6 agribusiness deals occurring in H1 2018. The largest deal of 2018 thusfar was Produce Investments PLC being acquired by Promethean InvestmentsLLP. The deal was valued at £89m at a 6x multiple.

The agribusiness sector has around 450,000 workers, of which the majoritywork on family-run farms producing dairy, meat and poultry. Meat is the mostpopular sector of UK agribusiness, with a valuation just over £7bn.

Current Market Situation

M&A ACTIVITY IN AGRIBUSINESS – UNITED KINGDOM (1/2)

Source:Capital IQ

UK consumers are likely to face adverse effects from the Brexit votes, withincreased prices and decreased selection and quality of goods. UK farmerswill also lose the common agricultural policy support they receive from theEU, creating a £3bn deficit and losing access to a further approx. £2bn fund.

Agricultural technology remains a large focus in agribusiness, with innovativetechnologies driving profit margin increases and output. The UK market willneed to rely on agritech to ensure they can compete with the global marketonce they lose the CAP protection offered by the EU.

National Trends and Market Development Top Market PlayersCompany Total Sales 2017

(EUR bn)EBITDA 2017

(EUR bn) Employees

Kerry Group 6.4 0.8 23,000

Frontier Agriculture Limited 1.5 0.05 1000

Cranswicks PLC 1.5 0.1 -

British Sugar PLC 0.7 0.1 -

G’s Group Limited 0.5 0.05 500

Deal Volume by Subsector 2013-2018

Agricultural Chemicals

Farming/Produce

Services

Technology/Machinery

0

50

100

150

200

250

300

02468

101214161820

201320142015201620172018

Deal

Val

ue (G

BPm

m)

No.

of T

rans

actio

ns

Number of Transactions and Disclosed Deal Value per year

No. of transactions Deal Value

50%

30%

20%10%

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M&A ACTIVITY IN AGRIBUSINESS – UNITED KINGDOM(2/2)

Source: Capital IQ

Ann. Date Target Target

country Target description Acquiror Acquirorcountry

EV(EUR m)

Revenue Multiple

EBITDA Multiple

EBITDA Margin

09/2018 Produce Investments PLC UKProduce Investments plc, is a leading operator in the fresh potato and daffodil sectors.

Promethean Investments LLP UK 88.3 - 5.3x 8%

06/2018Bloor &Sons Limited

UK

Bloor & Sons Limited produces cooked meats and sausages.

Bloor & Sons Limited was founded in 1904 and is based in Coalville, United Kingdom.

Karro Food Group Limited

UK Undisclosed

02/2018 Plant Impact plc UKPlant Impact PLC engage in

agricultural chemical manufacturing.

Croda Europe Limited UK 10 - - -44%

09/2017Moy Park

UK

Moy Park Ltd. produces and sells farmed poultry products

for retailers, restaurant chains, and foodservice providers in

the United Kingdom and Continental Europe.

Pilgrims IncUS 1,000

(estimated) - - -

03/2016Jim Peet (Agriculture) Ltd.

UK

Jim Peet are one of the few independent compound and blending companies trading

throughout Cumbria, Northumberland and South

West Scotland.

NWF Group plcUK 5 - - -

08/2015 RJ Fullwood & Bland Ltd UKA company engaged in

farming, specifically milking, machinery and technology.

Verder Holding B.V. NE 21 - - -

08/2014 Farmcare Trading Limited UK The UK's leading farming & land management business.

Gower Place Investments LimitedUK 249 - - -

04/2013 East Anglian Pigs Ltd UK An established UK livestock breeder,

Cranswick Country Foods plcUK 14 - - -

Top Transaction and Valuation Overview 2013-2018

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M&A ACTIVITY IN AGRIBUSINESS - AUSTRALIA (1/2)

Source: Australian Burau of Statistics; IBISWorld; www.mergermarkets.com.

Australia has a number of trade agreements in place (approx. 74% of pre-farmgate revenue). Exports revenue is $45.6Bn AUD.

Generally, investment focus (particularly from Asia) is on high quality, niche,value-added products that have a place in Asian markets (i.e. value-addeddairy, wagyu beef).

The Australian market is not highly concentrated, with no significantconcentration of market participants.

Robust regulatory protection with consistent standards in quarantine, foodsafety and labelling.

International investment in Australia’s agribusiness is growing as Australiacapitalizes on the high demand for its safe, premium food products andcreates stronger ties into regional supply chains.

Foreign investment in Australia is subject to government approval (FIRB), withan upcoming federal election due in 2019.

Current Market Situation

National Trends and Market Development Top Market Players

Industry revenue 2017-18 $289Bn AUD (approx. 12% of GDP): Pre-farm gate$62Bn AUD and Post-farm gate $227Bn AUD.

Industry revenue forecast to return to trend growth levels of approx. 1.9% p.a.over the next 5 years.

Large parts of Eastern Australia has been in drought for most of the year In 2018 (YTD) there has been over $300M of transactions, across 6 major

deals, down by approx. 50% on 2017. General softening of M&A market, with the exception of horticulture (in

particular permanent plant & horticulture). Agri. land values are currently trading at top multiples. Wool, lamb & goat prices at near record highs. Beef market softening, prices have come down recently. Sugar market depressed, impacted by subsidies in other countries.

Company Total Sales 2017/8 (EUR bn)

EBITDA 2017/8 (EUR bn) Employees

Olam Group (global results) 12.8 0.43 600

Australian Agricultural Co. (AACo) 0.26 0.008 550

Glencore Grain Pty Ltd 7.8 0.2 n/a

GrainCorp Limited 2.84 0.24 3,200

JBS (global results) 43.8 3.5 12,000

Bellamy’s Organic 0.15 0.03 46

0%

10%

20%

30%

40%

50%

60%

70%

Imports & Exports

Exports to… Imports from..

Products & services segmentation (2017-2018)

Meat, livestock and fish Farm inputs & support

Grains & cereals Fruit & vegetables

Dairy products Fibres & other crops

Poultry & eggs

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M&A ACTIVITY IN AGRIBUSINESS - AUSTRALIA (2/2)

Source: www.mergermarket.com

Ann. Date Target Target

country Target description Acquiror Acquirorcountry

EV(EUR m)

Revenue Multiple

EBITDA Multiple

EBITDA Margin

08/2018 Webster Limited (19.15%) AU ASX-listed. Prod. processing & marketing of veg. & walnuts Public Sector Pension Investment Board CA 85.5 N/A N/A N/A

08/2018 Bengerang Limited AU Owner & operator of agri land & water assets

Public Sector Pension Investment Board, Robinson Family Holding Company

CA 81.2 N/A N/A N/A

08/2018 Gunnee Feedlot Pty Ltd AU Aus-based agricultural company. Hancock Prospecting Pty Ltd AU N/A N/A N/A N/A

11/2017 Murray Goulburn Co-Op Co. Ltd (Edith Creek Facility) AU Dairy processing facility. Dutch Mill (Australia) Pty Ltd AU N/A N/A N/A N/A

11/2017 TBG Agri Holdings Pty Ltd AU Aus based company engaged in agricultural business. Zhejiang Tianma Elevator Co. Ltd CH 43.7 6.2x N/A N/A

04/2017 Webster Limited (14.49%) AU ASX-listed. Prod. processing & marketing of veg. & walnuts Public Sector Pension Investment Board CA 43.8 5.0x 21.5x 23.2%

05/2016 North Australian Pastoral Co. AU 80% stake. Cattle farming. QIC AU 154.3 3.6x 4.5x 79%

05/2016 Western Grazing Company AU Two grazing properties Paraway Pastoral Company Limited AU 80.3 N/A N/A N/A

04/2016 S. Kidman & Co Ltd AU Production & sale of grass-fed beef Hancock Prospecting; Shanghai CRED Real Estate Stock Co AU/CH 239 7.4x 9.4x 78.3%

11/2015 The Van Dieman’s Land Company AU Dairy & pasture based farming. TasFoods Limited AU 154.4 N/A 31.7x N/A

06/2015 Tandou Limited AU Water entitlements & trading, production of crops & livestock. Webster Limited AU 91.9 2.2x 30.6x 7.1%

09/2014 Gunns Limited AU Timber/forestry Assets New Forests Pty Ltd AU 203.4 N/A N/A N/A

08/2013 Joe White Maltings Limited AU Malt production/ Cargill Australia Limited AU 234.7 N/A N/A N/A

05/2013 GrainCorp Limited (80.15%) AU Bulk agri products. Archer Daniels Midland Company US 2,086.7 1.2x 8.9x 13.2%

06/2013 Ingham Enterprises Pty Ltd AU Poultry products TPG Capital LP US 617.5 0.5x N/A N/A

10/2012 Cubbie Station Pty Ltd AU Aus largest cotton producer Shandong Ruyi Woolen Garment Group CH N/A N/A N/A N/A

03/2007 Qld Cotton Holdings AU Aus. Supplier of cotton. Olam International Limited SG 187.8 3.6 N/A N/A

Mean 308.6 3.4x 17.8x 48.4%

Median 154.6 2.9x 15.5x 50.8%

Top Transaction and Valuation Overview 2013-2018

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M&A ACTIVITY IN AGRIBUSINESS - BRAZIL (1/2)

Source: 1. Cepea; 2. Carta Capital

Current Market Situation

National Trends and Market Development Top Market Players

Brazil is one of the top players in the agribusiness sector as a major producerof commodities and live stock. The agribusiness sector in Brazil is responsiblefor 25% of the country’s GDP and is expected to grow 1.7%1 in 2018.

In 2018, grain production in Brazil is expected to reach over 225 milliontonnes, a growth of 4.7%. Despite challenges in the meat exportation industry,growth of between 5-7% is expected, driven by pork exports.

Brazilian production and therefore exportation are the main strengths of theeconomy. In the last 10 years, the CAGR of agribusiness exportation was 7.3%2

and the high growth tendency will continue for the following years due to (i)favorable currency for exportation, (ii) high production yields; and (iii) globalconsumption.

Company Total Sales 2017 (EUR bn)

EBITDA 2017/8 (EUR bn) Employees

JBS 44.1 1.8 235,000

BRF 9.8 0.3 86,000

Marfrig 5.0 0.3 32,846

Copersucar 3.1 n.a. 11,300

Coamo 2.7 n.a. 7,343

Ammagi 2.7 n.a. 1,716

Due to the strong resilience of Brazilian agribusiness, the M&A segment isvery active. Private equity funds are investing and proposing a consolidationthesis and strategic players are ensuring their position in the market.

All the agribusiness segments are facing M&A changes. Large players such asADM, Adama, Nutrien, Shanghai Pengxin and Bunge made M&A movementsin the past two years and some are seeking more opportunities.

Private equity funds such as Patria / Black Stone, Aqua Capital and HIG aremoving on the consolidation thesis of agri input distribution and specialfertilisers. Other relevant players are looking for investment opportunities inthe dairy, animal feed and nutrition, and animal protein sector.

Support segments such specialised logistic services (animal transportation,crop protection warehousing) and agritech are in the sights of investors.

8.4%

2.8% 3.3%

-4.3%

13.0%

2013 2014 2015 2016 2017

Agricultural GDP(annual growth)

57.1 57.9 58.3 60.9 61.7

6.5% 1.5% 0.7% 4.4% 1.4%

2013/14 2014/15 2015/16 2016/17 2017/18

Million hectare Growth

Planted area in million hectares and growth

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M&A ACTIVITY IN AGRIBUSINESS - BRAZIL(2/2)

Latest Top transactionsAnn. Date Target Target country Target description Acquiror Acquiror country

oct/18 Gran Coffee BR Coffee and hot beverages Café Brasil BRsept/18 Cibra BR Manufacturer of fertilizer Sirius Minerals USsept/18 Agroferrari BR Agri input distribution Aqua Capital BRsept/18 Nova Gira BR Agri receivables management Venture Brasil BRaug/18 Algar Agro BR Grain Processor ADM USaug/18 Fertimar BR Animal feed and fertilizer GrowMax CAaug/18 Foco Agro BR Agri input distribution Adama ILjul/18 Casa do Adubo BR Agri input distribution Axxon BRjun/18 Ferrari & Zagatto BR Agri input distribution Origin UKjun/18 Fortgreen BR Manufacturer of special fertilizer Origin UKjun/18 Grupo Pitangueiras BR Agri input distribution Pátria/ Terra Verde BRapr/18 Vilella & Vilela BR Agri input distribution Adama ILapr/18 Patoagro BR Agri input distribution Grupo Lavoura BRmar/18 Strider BR Precision agriculture Syngenta CHfeb/18 Biovet BR Animal health Vaxxinova NLjan/18 Agrichem BR Manufacturer of special fertilizer Nutrien (Agrium) USdec/17 Lavoro Agro (Bortoluzzi) BR Agri input distribution Pátria/ BlackStone BRdec/17 CCPR BR Dairy products Lactalis FRdec/17 Binova Agro BR Manufacturer of special fertilizer Agroceres BRsept/17 Agrícola Alvorada BR Agri input distribution BUNGE USaug/17 Vigor BR Dairy product Lala MXjun/17 Agro 100 BR Agri input distribution Aqua Capital BRmay/17 Belagricola BR Agri input distribution Hunan Dakang (Shanghai Pengxin) CHmar/17 Zoetis US Animal feed União Química BRjul/16 Fertilizantes Tocantins BR Manufacturer of fertilizer Eurochem RUjun/16 Brasil Rural BR Agri input distribution Aqua Capital BR

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M&A ACTIVITY IN AGRIBUSINESS – BELGIUM(1/2)

Source: Invest in Flanders

With the introduction of more and more modern technologies in agriculture,more transparency and certainty can be assured.

Extreme climate conditions like long-term drought are a major issue forfarmer companies in Belgium (e.g. Greenyard).

Current Market Situation

National Trends and Market Development

Top Market Players

Home to businesses in all areas of agriculture, Belgium happens to be thebiggest R&D hub in Europe when it comes to plant biotechnology.

Flanders, which is responsible 75% of Belgian agriculture, is considered aglobal leader in intensive farmer with income per hectare considerably higherthan other European countries.

Agriculture, food and supportive bio industries are of significant size and boastdiverse companies from start-up all the way to mature firms. This is supportedby the government through various subsidies, grants and tax incentives forR&D and growth investments.

In addition to the presence of domestic and international chemical companiesactive in the agriculture industry such as Ajinomoto, Bayer, BASF andSyngenta, the supportive scientific research & innovation centers anduniversity spin-offs are key to thriving the agribusiness in Belgium.

In October 2017, Ajinomoto, through its Belgian subsidiary, acquiredAgro2Agri, a Spanish consortium specialised in the production and marketingof bio stimulants.

Company Total Sales 2017 (EUR m)

EBITDA 2017 (EUR bn) Employees

Vanden Avenne 1,043 7 21

Ajinomoto Omnichem 342 39 704

Rosier 200 4 230

Scam 140 -3 169

De Ceuster Meststoffen 47 4 88

0

2

4

6

8

10

1850

1948

1963

1966

1969

1972

1975

1978

1981

1984

1987

1990

1993

1996

1999

2002

2005

2008

2011

2014

Long term wheat yields

Austria

Belgium

Denmark

France

Germany

Greece

Italy

Netherlands

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M&A ACTIVITY IN AGRIBUSINESS – BELGIUM(2/2)

Ann. Date Target Target

country Target description Acquiror Acquirorcountry

EV(EUR m)

Revenue Multiple

EBITDA Multiple

EBITMargin

10/2017 Agro 2 Agri SP Production of bio stimulants Ajinomoto Omnichem BE 54 3.3x 14.7x 17.4x

09/2017 Mila S.A. PL Eurocash S.A. PL 82 0.2x 74.3x 0.3%

07/2017 Stonyfield Farm, Inc. US Groupe Lactalis S.A. FR 768 2.4x 20.0x 5.4%

02/2016 Brake Bros Limited UK Sysco Corporation US 2,786 0.7x 19.0x 3.4%

12/2015 Hortigil Hortifruti S.A. BR Partners Group Holding AG CH 69 0.5x N.A. N.A.

12/2015 Vermaat Groep BV NL Partners Group Holding AG CH 390 3.5x N.A. N.A.

11/2015 Findus Sverige AB SE Nomad Foods Limited BVI 701 1.2x 10.6x 11.0%

03/2015 Ad van Geloven BV NL TowerBrook Capital Partners LP US 264 1.4x N.A. N.A.

02/2015 Drogheria & Alimentari Spa IT McCormick & Company Inc. US 85 1.4x 10.6x 13.3%

Mean 567 1.2x 19.6x 7.0%

Median 82 1.2x 12.5x 5.9%

Top Transaction and Valuation Overview 2015-2018

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M&A ACTIVITY IN AGRIBUSINESS – FRANCE (1/2)

Sources: Association Nationale des Industries Alimentaires (ANIA) – “Bilan économique 2017 de l‘industrie alimentaire“ , PwC – “ M&A in Retail & Consumer in France, 2017“, Business France, Les Echos, Challenges

In 2017, Agri-food industry consolidated its leading position in the Frenchindustry with 429,079 direct jobs (+1.1% vs. 2016) and a global revenue of€180 billion (+3.9% vs. 2016)

This increase results from both a rise of raw material prices (+12% vs. 2016)and exports. France is the 4th highest exporter country behind the UnitedStates, Germany and the Netherlands

However, price pressures from distributors have impacted the agriculturalsector, the production continues to decline, and the consumption is slowingdown

Current Market Situation

National Trends and Market Development Top Market Players

In 2017, the total French M&A market posted a record year with €205bn of deal value (+50% vs. 2016), which represents 29% of the European M&A transactions (invalue).

The Agri-food industry also experienced a strong activity. The “Food” segment (agro, processing, retail) recorded 67 deals and the “Wine and Spirits” market registered 25deals in 2017

The Agri-food M&A market is supporting key trends: healthy products, premium (organic, regional labels, etc.), prepared meal segment and home delivery services

The largest M&A transaction involving a French player was the acquisition of WhiteWave Foods Company by Danone to create the North-American leader in organic food(Danone’s revenue in North-America increased from 12% to 22% for its 2017 global revenue)

Company Total Sales 2017 (EUR bn)

EBITDA 2017 (EUR bn) Employees

24.7 6.8 104,843

18.4 n.d. 80,000

9.0 2.7 18,914

5.1 0.4 15,734

5.0 0.6 25,000

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M&A ACTIVITY IN AGRIBUSINESS – FRANCE (2/2)

Ann. Date Target Target

country Target description Acquiror Acquiror country

EV(EUR m)

Revenue Multiple

EBITDA Multiple

EBITDA Margin

07/2018 Mademoiselle Desserts FR Producer of frozen pastry IK Investment Partners UK n.a. n.a. n.a. n.a.

08/2017 St Hubert FR Producer of low fat food spread products Beijing Sanyuan Foods CN n.a. n.a. n.a. n.a.

07/2017 Stonyfield Farm US Producer of organic yoghurts Lactalis Group FR 768.3 2.4x 20.0x 11.8%

04/2017 The WhiteWave Foods Company US

Producer of plant-basedfoods, beverage and dairy products

Danone FR 10,880 3.1x 26.7x 11.7%

10/2016 Materne Mont Blanc (65% stake) FR

Producer of cream dessert, concentrated milk and fruit-based products

Fromageries Bel FR 850 2.3x n.a. n.a.

07/2015 Carte Noire FR Producer of coffee Luigi Lavazza IT 800 n.a. 10.0x n.a.

05/2015 AK Gida Sanayi ve Ticaret (80% stake) TR Producer of milk and other

dairy products Lactalis Group FR 902.7 1.2x 18.2x 6.3%

03/2015 Picard Surgeles FR Producer and retailer of frozen foods Aryzta CH 2,250 1.7x 11.7x 14.4%

06/2014 Labeyrie Fine Foods FR Producer of confectionery, seafood and others PAI Partners FR 590 0.8x 9.5x 8.0%

06/2013 Fan Milk International DK Producer of ice cream and frozen dairy products PAI Partners FR n.a. n.a. n.a. n.a.

Mean 1.9x 16.0x 10.0%

Median 2.0x 15.0x 11.7%

Top Transaction and Valuation Overview 2013-2018

Sources: MergerMarket, CFNews

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Germany covers an area of 357 km² with nearly 53% agricultural land whileexporting over EUR 78.3bn in 2017 (up 3.9% YoY)

East is dominated by large cooperatives and the South by smaller family farms

The country remained the third-largest exporter and importer in the world

Germany has the highest volume of organic consumption of any EU countrywith growth rates around 10% over the last 5 years

Precision farming, automation & consolidation are believed to be the mostinfluential farming practices through 2030

Exports to fellow EU nations surged by 4.4% (EUR 46.4bn) and exports toRussia have risen considerably (despite EU sanctions)

The total number of agricultural companies fell from 555,100 (1995) to267,800 (2017) with expectations of further consolidation in the industry

24.3

43

28.6

39

34.8

67

27.9

43

35.9

1

37.3

03

36.4

81

0

5

10

15

20

25

30

35

40

2004 2006 2008 2010 2012 2014 2016

Net turnover in agriculture

One of the most high-profile transactions lately was the acquisition ofMonsanto by Bayer AG for USD 56bn in June 2018 to become the leadingagrichemical company worldwide, during which Bayer AG took an activeapproach to address potential regulatory concerns and agreed to divest itscrop science business to BASF SE for EUR 5.9bn. Due to additional concernsfrom the European Commission and other regulatory authorities, Bayeragreed to divest another part of its crop science business for additional EUR1.7bn to allow a successful closing of the Monsanto deal

Farmer associations warned against protectionist trends in global trade

Heat & drought in 2018 were beneficial for winegrowers but other farmerswere calling for support through subsidies to circumvent liquidity problems

M&A ACTIVITY IN AGRIBUSINESS – D/A/CH (1/2)

Source: Company Websites, Factset, Agricultural Report EUC-Germany, Statista, Clairfield Research; Note: Data from Merger Market (excluding Bayer AG / Monsanto deal)

National Trends and Market Development

Current Market Situation Top 5 Market Players

Company Total Sales 2017 (EUR bn)

EBITDA 2017 (EUR m) Employees

35.015 8,563 99,820

16.055 318 17,000

9.830 758 18,515

6.435 0.2 6,685

5.800 N.A. 7,700

49%

27%

24%

Subsectors by share of turnover

Crops Animals Animal products

Bayer AG

BayWa AG

Südzucker AG

Agravis Raiffeisen AG

DMK Group

In E

UR

bn

5.95%

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M&A ACTIVITY IN AGRIBUSINESS – D/A/CH (2/2)

Source: MergerMarket, Factset, Clairfield Research

Ann. Date Target Target

country Target description Acquiror Acquirorcountry

EV(EUR m)

Revenue Multiple

EBITDA Multiple

EBITDA Margin

05/2018 Westag & Getalit AG DE Manufacturer and supplier of wood products & plastics for interior and construction Broadview Holding B.V. NL 167 0.7x 9.2x 7.7%

04/2018 Bayer AG (Selected CropScience Business) DE, AU Pharmaceutical & chemical company in

crop/material-science and health care BASF SE DE 1,700 2.3x N.A. N.A.

04/2018 Bayer AG (3.61% Stake) DE Pharmaceutical & chemical company in crop/material-science and health care Temasek Holdings Pte. Ltd. SG 90,263 2.6x 10.5x 24.5%

10/2017 Bayer AG (Selected CropScience Business) DE Pharmaceutical & chemical company in

crop/material-science and health care BASF SE DE 5,900 4.5x 15.3x 29.6%

02/2017 Klausner Holz Thueringen GmbH DE Sawmill & planing mill facilites and an operation of a

biomass power plant Mercer International Inc. CA, US 52 0.3x 4.2x 7.2%

09/2016 Monsanto Company US Technology-based solutions & agricultural products for productivity and quality Bayer AG DE 56,543 4.7x 20.4x 17.6%

06/2016 Glencore Agriculture Limited (9.99%) CH, NL Integrated grain and oilseed business of Glencore

Plc British Columbia Investment Management

CA 5,499 0.3x 8.5x 3.2%

04/2016 Glencore Agriculture Limited (40% Stake) CH, NL Integrated grain and oilseed business of Glencore

Plc Canada Pension Plan Investment Board CA N.A. N.A. N.A. N.A.

08/2015 Agrofarm 2000 GmbH DE Agricultural food and animal processing farm Dennree GmbH DE 23 N.A. 17x N.A.

04/2014 Rorvik Timber AB SE Wood processing operations from their production units Gunvor Group Ltd. CH 146 1.0x N.A. -3.4%

Mean 17,810 1.7x 10.8x 12.3%

Median 1,700 1.0x 9.9x 7.7%

Top Transaction and Valuation Overview 2014-2018

EUR m* 2014 2015 2016 2017 2018

# of deals 17 25 25 17 12

Deal value 73 106 2,854 6,067 2,925

Number of Deals and Total Deal Value 2014-2018

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23%

20%

15%

12%

10%

9%

9%3%

Subsectors FY17

Fruits & Vegetables Animal proteinsMachinery FisheriesDiary Wine industryCereals Agrochemistry

M&A ACTIVITY IN AGRIBUSINESS - ITALY (1/2)

Source: agrifoodmonitor.it; european-seed.com; fao.org; federchimica.it; PWC; Bureau van Dijk

Exports are expected to reach €50bn by 2024.

M&A activities are expected to continue mainly driven by the followingconsiderations:

It’s a diverse market: with more than 7,000 small entities, which areoften leaders in their niches

Investors in the market benefit from the strong reputation of Italianagribusiness products

National Trends and Market Development Top Market Players

The Italian sector in 2018 is confirming export growthrate shown in FY17, mainly driven by the wine industry,animal proteins and dairy products.

Agribusiness was a very attractive segment for M&A,with 57 deals in 2017, composed by 32 domestic deals,17 inbound deals involving international Private Equityfirms and corporates, and 8 outbound deals, withdomestic corporates expanding in Europe and theAmericas.

Company Sub-Sector Total Sales 2017 (EUR m)

EBITDA 2017 (EUR m) Employees

Casillo Group Cereals 1,569.4 59.8 301

Orsero Group Fruits & Vegetables 937.8 78.6 1,365

Sipcam Oxam Group Agrochemistry 490,1 n.a. n.a.

ITR World Group Machinery 375.4 44.3 1,351

O.P.A.S. SocietàCooperativa Animal proteins 363.9 2.9 73

Euricom S.p.A. Cereals 358.5 25.4 461

Maschio gaspardo S.p.A. Machinery 320.7 30.2 1,859

Fiorital S.p.A. Fisheries 305.4 4.3 277

99 100 101

36 38 40

135 138 141

-

25

50

75

100

125

150

175

FY15 FY16 FY17

Total sales (€bn)

Domestic Export

Current market Situation

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Top Transaction and Valuation Overview 2013-2018

M&A ACTIVITY IN AGRIBUSINESS - ITALY (2/2)

Source: Mergermarket

Ann. Date Target Target country Target description Acquiror Acquiror

countryEV

(EUR m)Revenue Multiple

EBITDA Multiple

EBITDA Margin

03/08/2018 Biolchim Group IT Producer and distributor of fertilizers Chequers Capital FR 200.0 2.6x 14.0x 18%

28/11/2017 Società Italiana Sementi IT Producer of seeds Bonifiche Ferraresi S.p.A IT 10.0 n.a. n.a. n.a.

19/09/2017 Castello di San Donato in Perano

IT Producer of wine and olive oil Marchesi De' Frescobaldi SpA IT 13.3 n.a. n.a. n.a.

10/02/2017 Società Bonifiche Sarde ITCultivator and distributor agricultural products Bonifiche Ferraresi S.p.A IT 9.6 1.6x n.a. n.a.

28/10/2016 Orsero Group IT Distributor of fruits and vegetables Glenalta Food Spac IT 212.0 0.3x 9.5x 3%

30/10/2015 Suba Seeds Company SpA ITProducer of vegetable and legume seeds Paine Schwartz Partners, LLC US 80.0 1.4x 10.4x 14%

07/04/2014 Societa Produttori Sementi S.p.A.

IT Producer of seeds Syngenta CH 40.0 8.9x n.a. n.a.

11/06/2014 Bonifiche Ferraresi S.p.A. ITCultivator and distributor agricultural products B.F. Holding SpA IT 178.3 n.a. n.a. n.a.

20/12/2013 Bio Agri Trade Srl ITProducer of agricultural products and seeds Al Dahra Agriculture Spain SL ES 11.2 0.2x 2.8x 4%

Average 2.5x 9.2x

Median 1.5x 10.0x

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M&A ACTIVITY IN AGRIBUSINESS - ISRAEL (1/2)

Source:Start-Up Nation Centeral: Finder Insights Series- Israeli Agritech

Current Market Situation

Key Players

Over the past 3 years, the number of agritech deals have decreased, while netdollars invested in the sector has increased

Most fundraising in seed level

There are over 500 agritech start-ups in Israel

Smart Farming is the leading subsector

Israel took 10% of global investment in Smart Farming

$2

$20

$7

$25

$6 $6 $6

$33

$3

$41

$17

$47

$5 $4

$47

$25

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

Investment Per Sector

2016 Investment 2017 Investment

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M&A ACTIVITY IN AGRIBUSINESS - ISRAEL(2/2)

Source: zzz

Ann. Date Target Target country Target description Acquiror Acquiror country EV

(USD m)

08/2017 Netafim IL Delivers tailor-made irrigation and fertigation solutions Mexichem MX 1,900

01/2017 Eurodrip SA GR Eurodrip SA is manufacturer of polyethylene dripper pipe Riviulis Irrigation IL Share swap

02/2016 Emphacy IL

wastewater treatment company developing and commercializing energy-efficient and cost-effective wastewater treatment and reuse products

RWL Water US N/A

06/2015 Stockton Group IL Eco-friendly protection for crops and fish Hebang Group CN 90

12/2014 SCR Engineers IL Cow farming and milking intelligence Allfex NZ 250

06/2014 Rivulis ILRivulis Irrigation provides Industry drip and micro irrigation solutions: Drip Lines, Drip Tapes

FIMI IL 60

02/2013 Rosetta Green ILDevelops improved plant traits for the agriculture and biofuel industries, using unique genes called microRNAs

Monsato US 35

02/2013 Algatech IL A biotechnology company specialized in the commercial cultivation of microalgae Grovepoint UK N/A

01/2013 ADAMA ILADAMA Agricultural Solutions is a manufacturer and distributor of crop protection solutions

ChemChina CN 2,800

Top Transaction and Valuation Overview 2013-2018

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M&A ACTIVITY IN AGRIBUSINESS - MEXICO(1/2)

Source: FitchSolutions – Mexico Agribusiness Report (Q4 2018)

Mexico’s new administration will seek to invest on agricultural supportprogrammes and the inefficient national water irrigation infrastructure, withthe intention of improving agricultural productivity. The proposed Minister ofAgriculture, Victor Villalobos, is highly qualified, an experienced agriculturalresearcher and public servant that has long since promoted the developmentof agricultural subsidy programmes.

Low yields and the highly fragmented state of Mexican farming leaves roomfor consolidation and output increases without having to expand the land areafarmed.

Poultry and pork continue to post steady upwards growth in terms ofproduction and consumption.

Current Market Situation

National Trends and Market Development Top Market Players

Mexico’s elected President, Andrés Manuel Lopéz Obrador (AMLO), hasshared through his manifesto a great interest and focus on Mexico’s selfsufficiency in agriculture, with the intention of reducing rural poverty that hasremained high over recent decades. With AMLO’s proposals, the MexicanAgribusiness industry could have sustained domestic production growth overshort and long term.

With Mexico’s new administration, beginning December 1st, 2018, theagribusiness sector could experience significant structural changes. With theelected president’s interest in new domestic agricultural supportprogrammes, the market could expect a sharp production contrast fromprevious years. In recent years, Mexico imports approximately 40% of thefood it consumes, predominantly from the US.

Company Total Sales 2017 (EUR mn)

EBITDA 2017 (EUR mn) Employees

Industrias Bachoco SAB de CV 2.6 0.4 27,640

Grupo Bafar SAB de CV 0.6 0.1 11,284

Gruma SAB de CV 3.1 0.5 20,462

Grupo Herdez SAB de CV 0.9 0.1 9,459

0200400600800

10001200

2014 2015 2016 2017

Historic Livestock Imports 2014-2017 (‘000MT)

Beef & Veal Poultry Pork

2017 Mexico Livestock Imports (000’sMT)

Beef & Veal Poultry Pork

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M&A ACTIVITY IN AGRIBUSINESS - MEXICO(2/2)

Source: Capital IQ (September 17, 2018)

Ann. Date Target Target

country Target description Acquiror Acquirorcountry

EV(EUR mn)

Revenue Multiple

EBITDA Multiple

EBITDA Margin

11/2017 Distribuidora Rancho los Molinos, S.A. de C.V. MX Packaged seeds Mexico Development Partners MX N.A. N.A. N.A. N.A.

06/2017 Grupo Industrial Maseca, SAB de CV MX Corn flour producer and seller Gruma, S.A.B. de C.V. MX 160 1.2x 7.4x 16.2%

05/2016 Empacadora Ponderosa, S.A. De C.V. MX Dairy and meat products Grupo Bafar, S.A.B. de C.V. MX N.A. N.A. N.A. N.A.

03/2014 Interdeli SAPI de CV MX Dairy products Capital Índigo S.A.P.I. de C.V; Fund Indigo 1 MX 85 1.4x 10.6x 13.3%

Top Transaction and Valuation Overview 2013-2018

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Current Market Situation

M&A ACTIVITY IN AGRIBUSINESS - TURKEY (1/2)

Source: Turkish Statistical Institute

In 2017, employment in the agricultural industry increased 3% to 5.6 million,of which 45.2% are women. 19.4% of the total Turkish workforce are workingin the agriculture sector.

Turkey has set it’s target to be among the top 5 overall producers globally by2023.

In 2017 World Hallal Food market was $912 Billion and a total of $28 Billioncame from Turkey.

Healthy Foods have been a rising trend since 2015 and Turkish people havebeen pursuing this trend very aggressively.

Operations regarding the establishment of 21 R&D facilities are ongoing.

Agri-food industry giants have been producing in Turkey for decades i.e. BASF,Nestle, Ferrero, Unilever, Danone, Cargill etc.

National Trends and Market Development Top Turkish Market Players

The annual deal volume increased by 41% to $10.3 billion through 298 deals.In 2017, 13 deals accounted for $421 Million in the food and beverage sector.

Turkey is World’s 7th largest agricultural producer. The agriculture industry hasbeen one of the backbones of the Turkish economy with its growth in 12 outof the last 14 years. Agricultural GDP increased by 16.9% to $51.6 billion.

The food and beverage market is estimated to be $141 billion. The GDP that isaccumulated through the sector is almost 20% of the total GDP.

A total of $16.9 billion exports and $12.6 billion imports have been recorded.E-commerce users (between 16-74 years old) have increased to 25% from21% in 2016. Around 21% of all the sales done online are in the food andbeverages sector.

There are over 41,000 registered producers in Turkey.

Company Total Sales 2017 (EUR bn)

EBITDA 2017 (EUR bn) Employees

N/A +7000

Eti Gida Sanayi Tiaret A.S. 0.753 N/A +7000

Kastamonu Entegre Agac Sanayi Ticaret A.S. 0.685 N/A +6000

Yildiz Entegre Agac Sanayi Ticaret A.S. 0.575 N/A 3000

Banvit Bandirma Vitaminli Yem Sanayi A.S. ca. 0.6 N/A 5,000

19.4

54.1

7.4

19.1

Sectoral Employment Distribution

Agriculture Service

Constuction Industrial

04080

120160200

Imports of Turkey 2017

in Million Dollars

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M&A ACTIVITY IN AGRIBUSINESS - TURKEY (2/2)

Source: zzz

Top Transaction and Valuation Overview 2013-2018

Ann. Date Target Target

country Target description Acquiror Acquirorcountry

EV(EUR m)

Revenue Multiple

EBITDA Multiple

EBITDA Margin

09/2017 Mila S.A. PL Eurocash S.A. PL 82 0.2x 74.3x 0.3%

07/2017 Stonyfield Farm, Inc. US Groupe Lactalis S.A. FR 768 2.4x 20.0x 5.4%

05/2017Banvit BandirmaVitaminli Yem Sanayi A.S.

TR BRF SA / QIA BR/QATAR 300 N/A 7.86x 12.75%

02/2016 Brake Bros Limited UK Sysco Corporation US 2,786 0.7x 19.0x 3.4%

12/2015 Hortigil Hortifruti S.A. BR Partners Group Holding AG CH 69 0.5x N.A. N.A.

12/2015 Vermaat Groep BV NL Partners Group Holding AG CH 390 3.5x N.A. N.A.

11/2015 Findus Sverige AB SE Nomad Foods Limited BVI 701 1.2x 10.6x 11.0%

03/2015 Ad van Geloven BV NL TowerBrook Capital Partners LP US 264 1.4x N.A. N.A.

02/2015 Drogheria & Alimentari Spa IT McCormick & Company Inc. US 85 1.4x 10.6x 13.3%

Mean 567 1.2x 19.6x 7.0%

Median 82 1.2x 12.5x 5.9%

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M&A ACTIVITY IN AGRIBUSINESS - SPAIN

Source: zzz

The M&A market in Spain over the past two years has experienced consistentgrowth that consolidates the upward trend that began in previous years.

Both strategic and financial investors have increased their attention to theirposition in the Spanish market and are key in M&A transactions done in Spain.

1,233 transactions of Retail & Consumer products for the period 2007-2017 inSpain.

Current Market Situation

National Trends and Market Development

Spain’s GDP is expected to grow by 2.9% in 2018.

Unemployment rates when down from 20% to 15% in the last two years.

The market reached a total of 2,185 transactions with an aggregate value of€113 billion.

Top Transaction and Valuation Overview 2016

Acquirer Target country Target description Acquiror Acquiror countryTransaction Value

(EUR m)Privalia Venta Directa, S.A. ES Food and beverages Vente-Privee.com, S.A. FR 50036 supermarkets (EroskiSociedad CooperativaLimitada De Consumo)

ES Food and beverages Carrefour, S.AFR 205

Hellofood Brasil; La NeveraRoja; Pizzabo.it; HellofoodMexico; Hellofood Italia

UK Food and beverages JUST EAT, P.L.C.UK 125

Agromillora Catalana, S.A. ES Food and beverages Investcorp Bank B.S.C. BH 117The Eat Out Group, S.L. ES Restaurants Ibersol, S.G.P.S., S.A. PT 83Blancoshop, S.L. ES Retail Private investor n.a 69Hijos de Carlos Albo, S.L. ES Food and beverages Shanghai Kaichuang Marine International Co., CH 67Biogran, S.L. ES Food and beverages Nazca Capital, S.G.E.I.C., S.A ES 58

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CLAIRFIELD INTERNATIONAL

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Clairfield International is the leading M&A advisor for crossborder midmarket transactions.

WHO WE ARE

400professionals

Industry access in

7 strategic sectors

Under-standing

of local cultures

Founded in

2004

CrossborderM&A

some 80% of our work

Holisticand life cycle

advisory approach

Midmarket focus

Senior level attention

Additional expertise in

equity & debt advisory

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Strategic advisory

Financial restructuring advisory services

Valuations and fairness opinions

Regulated industry advisory

Employee stock options plans

Capital markets advisory

Equity advisory: strategic investor relations, new issue advisory (IPO, capital raising)

Debt advisory: financial structuring and capital raising

Family business advisory

Succession planning Handing over the

company within or outside the family

Valuation Strategic positioning Corporate governance Family code

Mergers & Acquisitions

Design, initiation, and execution of international and domestic acquisition opportunities

International and domestic management and execution of buy- and sell-side mandates

Advisory on mergers and joint ventures

We provide top-notch advice to family businesses, multinational corporations and financialinvestors on mergers, acquisitions, and sales as well as additional corporate finance services.

WHAT WE DO

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WORLDWIDEPRESENCE

35+OFFICES

20+COUNTRIES

WHERE CLAIRFIELD IS PRESENT

400+PROFESSIONALS

OUR LOCATIONS

AmsterdamAtlantaAntwerpBarcelonaBirminghamBrusselsBudapestCopenhagenDusseldorfFrankfurtGenevaHelsinkiIstanbul

LondonLyon

MadridMarseille

Milan Nantes

OsloParis

StuttgartTel Aviv

ValenciaVienna

Warsaw

BrisbaneCuritibaRio de JaneiroSao Paulo and Ribeirão Preto

Mexico City

New YorkWashington

Miami

Atlanta

Sydney

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Sector expertise

The long experience of our partners in diverse industries in combination with our well-connected industry experts

enable our clients to open up new possibilities.

Confidentiality

Trust and integrity are essential values for our

advisory services. Data and information are treated with

the utmost discretion.

Seniority

Senior involvement throughout all phases of a

transaction is the single most important hallmark of our

execution style and commitment to quality.

Independence

We own our business and act as entrepreneurs, free of the conflicts often found in large

multi-product firms.

OUR PHILOSOPHY

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INDUSTRY ACCESS IN 7 STRATEGIC SECTORS

BUSINESS SERVICES

CONSUMER & RETAIL

ENERGY, CLEANTECH & RESOURCES

HEALTHCAREFINANCIAL INSTITUTIONS

TECHNOLOGY, MEDIA & TELECOM

INDUSTRIALS

$

Business process outsourcing

Education

Facility management

Staffing

Transport & logistics

Agribusiness

Clothing retail

E-commerce

Foodservice

Food & beverage producers

Luxury goods

Supermarkets

Metals & mining

Mining services

Renewable energy technology

Wind & solar

Animal health

Dental

Hospitals, clinics, and residential care

Lab services & equipment

Medical devices

Medical supplies

Medtech

Pharma & biotech

Asset management

Debt collection

Family offices

Financial services

Insurance

Private equity

Accounting & enterprise software

Digital & traditional media & marketing

E-payment

Fintech

Gaming

HR software

IT services

IT consulting

Security software

Automotive

Building products

Chemicals

Industrial services

Machinery

Packaging

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OUR TRACK RECORD

Source: Thomson Reuters League tables 2017; announced Mid-Market M&A deals valued up to USD 500m excluding audit firms

Ranked among the

Top 10 independent corporate

finance firms in

Europe

Ranked among the

Top 20independent corporate

finance firms

worldwide

110+ closed

transactions per year

MidmarketDeal values

between

USD 10 m and 1 billion

Cross-border M&A

some 80% of our work

Close to USD 20 bnin cumulative

deal value since 2014

Clairfield International maintains top positions in the Thomson Reuters financial advisor rankings

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WHO WE WORK FOR

PRIVATE EQUITY FIRMS

MULTINATIONAL COMPANIES

FAMILY BUSINESSES

FINANCING INTERMEDIARIES

Selected clients 2010-2016

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CLAIRFIELD INTERNATIONAL SAHead office8 Boulevard des PhilosophesCH-1205 Geneva

UK officeOrbis Partners Ltd, 35 Newhall StreetBirmingham, B3 3PU, UK

Phone: +44 (0)121 234 [email protected]

CONTACT US

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