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NOUMI LIMITED AGM Information 2012

Apr 25, 2012

65435_rns_2012-04-25_eca7d9fd-60a7-4bb8-b206-7926a2494ff6.pdf

AGM Information

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Freedom Foods Group Limited

Extraordinary General Meeting Executive Directors Presentation 26[th] April 2012 Confidential

Rory Macleod

Evolution of the Business

Pactum Business

Contract manufacture of UHT beverages for private label and proprietary customers

  • 2005

  • Formation of Pactum (formerly CBPA) as a 50/50 JV between FFG and Perich Group

  • 2005 – 2011

  • Capital Investment in process equipment, factory upgrades to improve efficiency and lower cost (approx. $5.7m)

  • New Management team developed

  • Customer development and product portfolio growth

  • 2011 – operating at capacity on current 1 Litre volume

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Why UHT Contract Manufacture

  • Increasing demand for UHT (long shelf life) Products, particularly for Private Label in both Australia and Asia

  • categories such as dairy, cooking, nutrition, dairy alternatives

  • Rationalisation of Industry capacity over the last 10 years has reduced number of players.

  • Pactum is the only truly independent UHT contract manufacturer

  • Significant Barriers to Entry

  • UHT manufacture is a specialised process

  • Building UHT capacity without existing volume and infrastructure is high risk, given capital cost of entry

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Current Performance

  • The Pactum business has performed to plan during FY 12 delivering a strong sales and business contribution (end March Quarter)

  • The business continues to reduce its reliance on lower margin commodity products with an increasing mix of sales of value added UHT products including dairy alternative beverages for Freedom Foods

  • With planned capacity expansion, Pactum is well positioned as the only independent low cost manufacturer of a broad range of UHT products on east coast of Australia, with capability to meet the increasing demands from its private label and proprietary customer base.

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Growth

  • As part of its long term growth strategy, Pactum is expanding packaging capability at its Southern Sydney site to provide portion pack UHT (200-330ml configuration) for value added beverages

  • Investment cost of approximately $7m, with scheduled completion by September 2012.

  • Pactum also continues to investigate opportunities to support Asian market demand for dairy milk in long life product formats and expects to announce further developments shortly.

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Impact of Acquisition on FFG

  • Provide for full consolidation of the financial results and access to 100% of the cashflows of Pactum

  • Participate in potential sales and earnings growth opportunities provided by the expansion of Pactum’s packaging capabilities at its southern Sydney site from late 2012

  • Simplify the Group’s reporting and corporate structure

  • The transaction is expected to be earnings accretive in its first year of full ownership in FY 2013

  • A business that provides a significant strategic growth opportunity for the Company as well as providing synergies in servicing common customers and materials purchasing with the Company’s Freedom Foods business.

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Consideration for Shares

  • Net payment for 50% equity of approximately $6,000,000

  • Payment is after adjustment for the FFG’s 50% share of the net equity in the Properties to be transferred to Arrovest on Completion

  • Following completion, FFG will have an approximate investment cost in Pactum of $8.2 million which on a total enterprise basis as at 30 June 2011, equates to an historical EBDITA multiple of 3.8x (based on FY 2011 audited EBDITA adjusted for property rent and management fees).

  • The Independent Expert has determined that the transaction is fair and reasonable to non aligned shareholders

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Questions

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Freedom Foods Group – Business Activities

Unique business platforms in specialised areas of the food market

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Freedom Foods – 100% Owned

  • Leader in Free From Foods

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Specialty Seafood 100% Owned

  • Specialty Canned Seafood

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Pactum Australia – 50% Joint Venture

  • Long Life Beverage Contract Manufacture

A2 Corporation – 26% Strategic Investment

  • A2 Dairy Milk in Australia and International Markets

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