NOUMI LIMITED — Capital/Financing Update 2016

Dec 6, 2016

Freedom Foods Group Limited[ABN 41 002 814 235] 80 Box Road Taren Point NSW 2229 T: +61 2 9526 2555 www.ffgl.com.au /FreedomFoodsGroup

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7 December 2016

Company Announcements Office ASX Limited Level 4, 20 Bridge Street Sydney NSW 2000

Freedom Foods Group Limited $75 million Equity Raising Announcement

Equity Raising

Freedom Foods Group Limited (ASX Code: FNP) ( Freedom Foods ) is pleased to announce a $75 million equity raising ( Equity Raising ) comprising of:

• a pro rata accelerated non-renounceable entitlement offer ( Entitlement Offer ) of 2 fully paid ordinary shares in Freedom Foods ( New Shares ) for every existing 25 Freedom Foods shares held as at 7:00pm (Sydney time) on Friday, 9 December 2016 by eligible shareholders at an offer price of $4.45 per New Share ( Offer Price ) to raise approximately $65 million; and

• an institutional placement ( Placement ) of New Shares at an Offer Price of $4.45 per New Share to raise approximately $10 million.

The Offer Price represents a 5.9% discount to average share price of Freedom Foods over the past 30 days.

The Equity Raising is supported by cornerstone investor Arrovest Pty Limited (a Perich Group company) ( Arrovest ), which has committed to take up its full allocation under the Entitlement Offer. Arrovest will not participate in the Placement.

Veritas Securities Limited has underwritten the Entitlement Offer and will act as Lead Manager to the Placement.

Proposed Use of Funds

Funds raised from the Equity Raising will be used to fund Freedom Food's growth strategy including the following new key initiatives:

Proposed Acquisition of ACM’s 50% interest in Pactum Dairy Group (PDG)

PDG commenced operations at Shepparton in April 2014 to provide innovative UHT dairy milk capability for own branded requirements as well as third party customers in domestic and export markets.

PDG is a joint venture between Freedom Foods and Australian Consolidated Milk ( ACM ), a major Australian dairy milk supply group.

The dairy platform being established provides a material opportunity to increase exposure to the growing demand from China and South East Asia for high quality and safe dairy products, where our relationships with major players are providing opportunities for our brands as well as producing third party branded product for our strategic customers. The business is also a major producer of UHT dairy products for Australian retailers and other domestic branded companies.

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With the PDG business progressively moving into profitability in FY 2016, the Company increased its shareholding in PDG to 50% effective 1 January 2016, by converting its convertible notes issued to it as part of its original investment. We have now reached agreement to acquire from ACM the balance of the shares in PDG not held by Freedom.

In the last 12 months, the PDG operation has expanded capacity to meet increasing domestic and export demand. Additional processing capability and upgrades to downstream packaging coming on stream in 2017 will significantly improve efficiencies and improve financial returns.

With a large base of dairy volume established, the focus is on driving the business towards specialty and high value added products. Investment in new capabilities to process and package value added milk products, including cream and drinking yoghurt, will provide for further expansion and utilisation of the UHT packaging capabilities installed at Shepparton.

The development of a specialised nutritionals platform at Shepparton aligned to the dairy UHT operations will provide for protein standardisation and ability to separate milk into industrial grade pure protein components for use in Freedom Foods branded products and for sale to key strategic customers.

With these expanding capabilities in Dairy, a full integration of the PDG operations into Freedom Foods is expected to provide for a more integrated dairy processing platform into the future, with the potential for a significant increase in sales and earnings.

Freedom Foods will acquire ACM’s 50% interest in PDG for an equity purchase price of A$50 million.

ACM will continue to be a key strategic supply partner for the long term, with the Company and ACM to enter into a 10 year supply agreement for dairy milk from existing ACM farmer suppliers in Northern Victoria.

In recent months, Freedom Foods has taken a long term lease (with purchase options) over the land and warehouse facilities adjacent to the UHT operation at Shepparton. The securing of these facilities will provide for internalising the expanding logistics and supply chain requirements, as well as providing a facility for the dairy nutritionals capabilities. This complements the land acquired by the Company adjacent to PDG's Shepparton site in 2014, providing options for long term growth and development.

The proposed acquisition of the 50% equity interest from ACM is subject to customary documentation and closing requirements, with completion expected during the 1[st] quarter of calendar 2017.

Proposed Acquisition of a Sports and Adult Nutrition Brand

Freedom Foods has entered into an exclusive term sheet to acquire an Australian based manufacturer and brand owner in the sports and adult nutrition category.

The business has an established and recognised brand name with a strong market position across the country and is profitable.

The proposed acquisition will enable Freedom Foods to expand its brand and category segment offering into the sports and adult nutrition market in Australia, China and SE Asia, leveraging existing customer and distribution capabilities. The business is expected to benefit from product development opportunities sourced from the Company’s capabilities in snack food and beverage manufacturing. In the medium term, key dairy protein ingredients will be sourced from the dairy nutritionals platform at Shepparton.

The proposed acquisition (cash purchase consideration of approximately $20 million) is expected to be accretive to earnings in its first full year of operation (FY 2018) and is expected to provide additional sales and operational efficiencies in the medium term.

The proposed acquisition is subject to confirmatory due diligence and other customary documentation and closing requirements, with completion expected during the 1[st] quarter of calendar 2017.

Proposed Acquisition of a North American based Cereal and Snacks Company

Freedom Foods has entered into an exclusive term sheet to acquire a controlling interest in a North American based natural food company that markets a range of all-natural breakfast foods.

The company has a fast growing brand with products delivering strong nutritional credentials to its targeted family consumers. The company sells and distributes its products in approximately 11,500 natural and specialty retailer stores across the United States and Canada.

The proposed acquisition will provide Freedom Foods the opportunity to accelerate expansion of its existing Freedom range, as well as driving growth in new products under the acquired brand.

The combined business is expected to benefit from access to Freedom Foods manufacturing capabilities in cereals and snacks, including the ability to expand its snacking range as well as further build on Non GMO claims and other capabilities including wheat free and allergen free claims.

Freedom Foods expects the increased sales, marketing and distribution base to expand the offering of its own branded products that go beyond the Allergen Free base. The introduction of products under our Crafted Blends range and a further unique offering, in collaboration with CSIRO will also be launched in North America. Freedom Foods also intends to utilise its capabilities in this market to test its specialised MilkLab “coffee milk” offering in targeted cities in the USA.

The combined North American business is expected to be accretive to earnings in its first full year of operation in FY 2018, with additional sales and operational efficiencies in the medium term.

The proposed acquisition is subject to confirmatory due diligence and other customary documentation and closing requirements, with completion expected during the 1[st] quarter 2017.

Establishment of Australia’s Own Dairy Company China

As previously announced on 5[th] October 2016, Freedom Foods announced it had entered into a memorandum of understanding with Shenzhen JiaLiLe Food Co. Ltd ( JLL ) to establish a new company called Australia’s Own Dairy Company China ( AO China ). AO China will provide a stronger strategic link between the existing brand operations in China (sales, marketing, and distribution) and brand production in Australia (sourcing, processing, manufacturing). AO China will continue to grow Australia’s Own branded Kid’s Milk products in China, as well as developing plans for launch of other dairy products including Ambient Drinking Yogurt and Infant Formula products.

Volumes for AO Kids Milk developed throughout the 2015 calendar year, with a strong momentum into the 2[nd] quarter of FY 2016, as the product started to gain acceptance with consumers, particularly in large format retail supermarkets in the key provinces targeted. With significant ongoing marketing investment including point of sale promotion, sampling and sponsorship of leading children’s TV programmes, the growth trajectory has continued during the 2016 calendar year, with the product now the largest imported Kid’s Milk brand in China in the regions in which it is distributed. JLL currently have 900 employees involved in promotional, sales, marketing and operational functions. From 2017, the Kid’s Milk product will utilise milk sourced only from the Company’s Moxey Farm operation.

With a forecast significant increase in demand beyond 2016, the Company will install additional high speed 200ml capacity at the new Ingleburn site in 2017. Current capacity for the product format from the Company’s Taren Point facility is limited, given ongoing demand for other portion pack formats in Australia.

Freedom Foods will subscribe for an initial 10% investment in AO China for a consideration of RMB22 million (approximately AUD$4.3 million at current exchange rates). Freedom Foods will have an option (at a premium to the 10% investment terms) to subscribe for up to 30% of AO China within 3 years from the date of the initial subscription.

Finalisation of definitive documentation is expected to be completed during the 1[st] quarter of calendar 2017.

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Other Business Growth Initiatives

The capital raising will also provide the Company with additional balance sheet flexibility for future growth opportunities including the capital expenditure initiatives which are ongoing in relation to product and capability expansion at our Shepparton, Ingleburn and Dandenong facilities.

Group Outlook

The Company is strategically well positioned to build scale in its key business platforms of plant based beverage, premium dairy and specialty cereal and snacks, with strong sales and earnings growth over the long term from Australia and key international markets in China, South East Asia and North America.

Increasingly, our key brands “Australia’s Own” and “Freedom Foods” will be at the forefront of driving our returns from our innovation and manufacturing capabilities in Australia and international markets.

The Company is developing a unique supply and manufacturing footprint in its key categories, compared to an Australian food and beverage industry that has significantly underinvested over the past 20 years.

We believe the ability to control supply and manufacturing inputs and deliver innovation more quickly across a range of product formats for our brands and our key customers will be a key strategic advantage in the medium to long term, particularly in adding value to Australia’s unique agricultural grain and dairy supply base.

This unique capability provides for acceleration of our business, either through organic developments or through leveraging acquisitions. While this requires significant capital investment and patience, we will continue to invest to achieve this outcome.

The commissioning of our new plant and dairy based beverage capabilities at Ingleburn in the second half of calendar 2017 is expected to result in a material increase in sales and profitability from FY 19, arising via meeting the increasing demands of our brands as well as our private label and branded customer base.

The dairy platform being established provides a material opportunity to increase exposure to the growing demand for high quality and safe dairy products from China and South East Asia, through our brands as well as those of our our strategic customers. With strong sales growth and increasing profitability into calendar 2017 and a further expansion in dairy capabilities, the acquisition of the balance of shareholding in PDG provides an opportunity to build a more integrated dairy processing platform into the future, with the potential for a significant increase in sales and earnings.

The Cereal, Snacks and Milling business is strategically well positioned to build a significant growth platform in multiple products, channels and distribution across Australia, China and North America. The business will deliver increasing sales and profit through innovation in new products, expansion of distribution channels in Australia, China and North America, together with increasing manufacturing efficiencies from volume and cost efficiencies arising from the capital investment program at Leeton, Darlington Point Mill and Dandenong. This, aligned with investment in building awareness of the brand across a broader consumer market open to healthier products, is expected to provide a strong base for growth into future years.

The capital raising, along with support from our banking partners, provides a strong balance sheet capability to execute our strategy.

Our operating profits will increase through the investment cycle, balanced against a requirement to invest in people, systems and process to manage a scaled and diversified business platform.

A strong start to the 2017 financial year in sales across all current businesses will further accelerate into the second half FY 2017. The Company anticipates the ongoing benefits of the strategy and its multi stage capital investment program to accelerate increased group profits and returns in FY 2017 and beyond.

Further details of Entitlement Offer

The Entitlement Offer has two components:

• an institutional offer, to eligible institutional shareholders to apply for their pro-rata entitlement ( Institutional Entitlement Offer ); and

• a retail offer, to eligible retail shareholders to apply for their pro-rata entitlement ( Retail Entitlement Offer ).

The Entitlement Offer will be available to eligible shareholders on the register as at 7:00pm (Sydney time) on Friday, 9 December 2016.

The entitlements obtained under the Entitlement Offer are non-renounceable and will not be tradeable on the ASX or otherwise transferable.

Timetable

The anticipated timetable of key events in relation to the Entitlement Offer is as follows:

Event	Date
Announcement of EquityRaising	Wednesday,7 December 2016
Institutional Entitlement Offer and Placement opens	Wednesday,7 December 2016
Institutional Entitlement Offer and Placement closes	Wednesday,7 December 2016
Announce results of Placement and Institutional Entitlement Offer	Friday,9 December 2016
Record date for Entitlement Offer(7:00pm,Sydneytime)	Friday,9 December 2016
Despatch of retail offer booklet and entitlement and acceptance forms to eligible retail shareholders	Tuesday, 13 December 2016
Retail Entitlement Offer opens	Tuesday,13 December 2016
Placement and Institutional Entitlement Offer Settlement	Wednesday,14 December 2016
Allotment and quotation of New Shares issued under the Placement and Institutional Entitlement Offer	Thursday, 15 December 2016
Retail Entitlement Offer closes	Friday,23 December 2016
Issue of New Shares under the Retail Entitlement Offer	Wednesday,4 January2017
New Shares under the Retail Entitlement Offer commence trading	Thursday,5 January2017

These dates, along with any other dates noted in this announcement, are indicative and subject to change. All dates and times refer to Sydney, Australia time. Freedom Foods reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), the ASX listing Rules and other applicable laws. In particular, Freedom Foods reserves the right to extend the closing date of the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases), and to withdraw the Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares. The commencement of quotation and trading of New Shares is subject to confirmation from the ASX.

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Shareholder Enquiries

An offer booklet, including a personalised entitlement and acceptance form which will provide further details of how to participate in the Retail Entitlement Offer will be sent to eligible retail shareholders on or about Tuesday, 13 December 2016. Those shareholders which Freedom Foods determines to be ineligible shareholders will also be notified by Freedom Foods.

For further information in relation to the Equity Raising, shareholders are advised to refer to the Investor Presentation released to the ASX on 7 December 2016.

For other enquiries, please contact the Freedom Foods Offer Information Line on 1300 420 709 (within Australia) and +61 1300 420 709 (outside Australia), during the offer period.

For further information, please contact:

Rory J F Macleod Managing Director and CEO Freedom Foods Group Limited Tel: +61 2 9526 2555

Forward looking statements

This announcement contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to our management. Freedom Foods' management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made, We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or the ASX Listing Rules. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections.