Orsero — Investor Presentation 2016

Apr 12, 2017

FY 2016 RESULTS

DISCLAIMER

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 GF Group 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 authorisation of the Company.

All financial data related to year 2016 are subject to possible changes until the issuance of the auditing reports by the competent auditors and, with reference to any financial data extracted from the financial statements of GF Group S.p.A. and/or Glenalta Food S.p.A., until the approval of such financial statements by the Shareholders' Meeting of the Company.

All financial data displayed and commented in the "Key Financials" section of this Document ferers to Proforma Consolidated Financial Statements as defined in the "Proforma Assumptions" page of this Document.

GROUP OVERVIEW

MAIN MILESTONES FROM 1940 TO DATE

THE GROUP AT A GLANCE

BUSINESS MODEL

INDUSTRIAL FOOTPRINT AND DISTRIBUTION CHANNELS

EUROPEAN DISTRIBUTION MAP

MAIN PRODUCT ORIGINS (% OF VOLUMES)

EUROPEAN DISTRIBUTION MIX

SHIPPING SERVICE FOR THE IMPORT OF BANANAS AND PINEAPPLES

THE "CALA ROSSA" ROUTE

"CALA ROSSA" MAIN FEATURES

4 owned reefer vessels carrying produce of the Orsero Group (40-50% of the total) and of major international importers (50-60% of the total)

COMPETITIVE LANDSCAPE

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

Fruit & Vegetables - Retail Purchases of Italian Households - Volumes in tonne/000.
	2010	2011	2012	2013	2014	2015
Fruit & Vegetables	8.254	8.168	8.024	7.839	7.912	8.151
Var. y.o.y.	0,07%	-1,05%	-1,76%	-2,30%	0,93%	3,03%
Fruit	4.594	4.438	4.353	4.245	4.304	4.464
Var. y.o.y.	1,81%	-3,41%	-1,90%	-2,48%	1,38%	3,73%
Vegetables	3.660	3.730	3.670	3.594	3.608	3.687
Var. y.o.y.	-2,03%	1,92%	-1,61%	-2,08%	0,39%	2,20%

• In Italy after several years of stagnation/decrease, the purchasing levels are improving since the year 2014.
• Fruit consumpion is recovering at a faster pace than vegetable.

Source: CSO ITALY data processing on GfK Italia database

Source: CSO ITALY data processing on GfK Italia database

• Most recent consumption polls are confirming the trend also for the year 2016 (YTD Nov.): +2% y.o.y.
• A significant gap still exists between current consumption and year 2000 level: -14%

STRATEGIC VISION

• Market shares recovery and rebalance of product portfolio (maintain banana's volumes, growth in pineapples and other fruit)
• Expansion in geographical areas throughout the country
• Increase coverage of F.lli Orsero brand ( pineapples, exotic fruits, berries)

Brand-new initiatives still in concept phase or field trial testing:

• Development of new business lines ('fresh cut' fruit, dried fruit)
• Identification and development of new sales channels (vending machines for Bananas, HORECA sector, e-commerce)

M&A AND PARTNERSHIP

• Consolidating Group's positioning in key markets
• Leveraging market leadership position in Italy
• Developing partnerships with local producers (at EU level)
• Assessing investment opportunities in other markets/ products

INTERNAL GROWTH OPERATIONAL EFFICIENCY

• Evolution of the logistics approach at European level
• Re-definition of business processes/procedures for harmonisation across the Group
• Targeted monitoring of performance of the distribution platforms
• Implementing a new integrated ERP system across the Group

KEY FINANCIALS – PROFORMA 2016

PROFORMA ASSUMPTIONS AND IFRS FIRST TIME ADOPTION

• GF Group and Glenalta Food Business Combination:
• Glenalta Food was a SPAC (Special Purpose Acquisition Company) listed on the AIM Italia / Mercato Alternativo del Capitale, organized and managed by Borsa Italiana S.p.A since Nov. 2015. Glenalta raised 80 M€ to perform a business combination with an Italian food player.
• After scouting several possible targets, in Nov. 2016 Glenalta approved the Business Combination with GF Group, to be carried out through its merger by incorporation into Glenalta.
• The merger scheme sets for the buy-out for a consideration of 25 M€ of Equity-like Financial Instruments, nominal value of abt. 113 M€ , from the pool of banks involved in the debt restructuring negotiated by GF Group in 2015. The remaining cash, after reimbursing abt. 6,4 M€ to Glenalta's Shareholders wishing to step out from the venture, remained available to the combined entity to pay the transaction costs, to deleverage the NFP and to finance new investments.
• As a preliminary condition to the merger the companies agreed on the prior divestment of non-core activities by GF Group, namely : Business Aviation (K-air and K-fleet) and farming of apples and pears in Argentina (Mono Azul). These activities have been spun-off to GF Group former Shareholders' by assigning to them financial debt for the same amount of enterprise value .
• The merger deed was undersigned on Feb. 6,2017, becoming effective on Feb.13,2017.
• The transaction between GF Group and Glenalta Food is technically a direct merger and it was not regarded as a reverse acquisition for the purposes of IFRS 3 since FIF Holding S.p.A. the controlling shareholder of GF Group, maintained a stake of abt. 40% in the combined entity resulting the sole significant shareholder of the new company (i.e. significant stake is >5% of shares).
• The combined entity was renamed in ORSERO S.p.A. Since Feb.13, 2017, ORSERO as the company resulting from the merger, is listed on the AIM.
• Due to the listing of Orsero, for the first time the annual Financial Statement of Gf Group has been drafted according to IFRS Accounting Principles, instead of Italian GAAP which were applied before. Also the Consolidated Financial Statements of 2015 have been restated to IFRS for comparison purposes. The most material effects due to this change in accounting principles are:
• New schemes of Income statement and statement of financial position have been implemented
• Convertible Loan restated as Equity reserve in 2015, net effect of 64,8 M€ on net equity
• The revaluation of Reefer Vessels' book value due to the lengthening of their service life up to the year 2024: increase of 9,1 M€ on assets and decrease of abt. 4 M€ in yearly depreciations
• Start-up costs and advertising accounted in intangible fixed assets have been written off : impact is 6,6 M€ less on assets and abt. 3 M€ less in yearly depreciations
• Employees' Benefit and Severance Pay fair value evaluation, meaning an increase of liabilities of abt. 1,3 M€
• The consolidated Account Statements displayed and commented in the following pages have been prepared on a proforma basis in order to include all the effects of the above mentioned Glenalta/GF Group Business Combination.

EXECUTIVE SUMMARY

Results Highlights (Figures in M€)	31.12.2016 Orsero Pro Forma	31.12.2015 GF Group IFRS restated	Var.	Var. %
Net Sales	685,0	617,4	67,6	10,9%
Adjusted EBITDA	35,2	28,1	7,1	25,3%
Net Profit	18,3	13,4 (*)	4,9	36,2%
Total Equity (Group and Minorities)	116,5	46,8	69,7	n.s.
Net Financial Position	49,1	146,9	-97,8	n.s.
Net Financial Position / Adjusted EBITDA	1,4	5,2
Net Financial Position / Total Equity	0,4	3,1

• P&L pro forma results, totally referable to GF Group 2016 FY consolidated operations
• Pro forma Financial Statement considers main effects, related to the Business Combination:
• Mono Azul and Business Aviation Spin offs impact on tangible assets, working capital, NFP
• Net Equity and Net Financial Position Glenalta net cash and Equity impact: 49 M€
• Consolidated pro forma Revenues FY 2016 reached 685 M€, + 10,9% organic growth in comparison with 2015 FY
• Sales growth mainly referred to Distribution BU, thanks to Italy, France, Portugal and Mexico performance, achieved using the existing distribution platform
• Gross Profit 72,6 M€, slightly growing +0,2% as a percentage on sales in comparison with 2015 FY
• Adjusted EBITDA resulting in 35,2 M€, 5,1% on Sales, +25,3% in comparison with 2015 FY
• Net profit - adjusted with non current profits and expences - above 18M€ thanks to the strong profitability on both Distribution and Import & Shipping BUs and share of profits from JVs and Associated Companies consolidated at equity

PROFORMA CONSOLIDATED NET SALES

15

• Net sales 2016 growth +67,6 M€ vs 2015, equal to +10,9%, all like-for-like:
• Distribution Segment +65,6 M€, + 11,8%, thanks to increased marketed volume and prices
• Import & Shipping +6,3 M€, + 2,7% (2)
• Service/Inter Segment -4,4 M€, -0,8 M€ related to Service Segment and -3,6 M€ of I/S (I/S sales are chiefly referred to Bananas and Pines sourced by Import/Shipping on behalf of Distribution). (3)
• Distribution Segment:
• Bananas and Pines account for abt. 39% of net sales
• Exotic product represents abt. 15%
• Vegetables 8%.
• Import & Shipping Segment:
• focused on Bananas and Pineapples on the import side
• 27% of sales are ocean shipping services to 3rd parties

DISTRIBUTION SEGMENT – NET SALES MIX

NET SALES VARIANCE

IMPORT & SHIPPING SEGMENT – NET SALES MIX

PROFORMA CONSOLIDATED ADJUSTED EBITDA

• Adjusted EBITDA 2016 is abt. 35,2 M€, 5,1% on net sales, compared with 28,2 M€, 4,6% on net sales 2015.
• The overall increase of 7 M€ is attributable to:
• Distribution Segment + 4,6 M€
• Import & Shipping + 3,4 M€ (2)
• Service/Holding -1 M€. (3)
• The Adjusted EBITDA performance of year 2016 is remarkable given the peculiar volatility of the business, particularly for the Import & Shipping segment:
• Distribution Segment profitability is in line with best in class competitors
• Import & Shipping margin is extremely positive
• In terms of Adjusted EBITDA ratio to sales, the 2016 margin is 5,1% compared with 4,6% in 2015:
• Distribution Segment improved from 2,3% to 2,8%, due to good profitability achieved in some exotic products and a better warehouse efficiency/productivity
• Import & Shipping improved from 9,5% to 10,6%, thanks to particularly favourable conditions in bunker fuel prices and full capacity loading factor for vessels
• Service/Holding Segment consists of parent company expenses and advertising costs of "F.lli Orsero" brand, the 1 M increase is related both to the strengthening of management team within the Holding and advertising expenses

ADJUSTED EBITDA VARIANCE

ADJUSTED EBITDA MARGIN BY BUSINESS SEGMENT

	2016	% on sales	2015	% on sales
Distribution	15,7	2,8%	11,1	2,3%
Import & Shipping	24,9	10,6%	21,5	9,5%
Service/Holding	-5,4	ns	-4,4	ns
Adjusted Ebitda	35,2	5,1%	28,2	4,6%

PROFORMA CONSOLIDATED NET PROFIT

• Net Profit is abt.18,3 M€, + 4,7 M€ compared with last NET PROFIT VARIANCE year , main changes are:
• Adjusted EBITDA is up 7 M€
• D&A and Provisions are down by 1,6 M€, 0,6 M€ less in depreciations and 0,9 M€ less in provisions (mainly bad debts)
• Financial items decreased by 4,7 M€, due to the full deployment of the restructuring plan agreed in 2015 and impact of Glenalta profits on cash deposit (1,2 M€)
• Share of Profit of JV and Associated improved by 3,6 M€
• Non-recurring net items negatively increased by 3,1 M€
• Tax increased abt. 9M€, mainly due to deferred tax assets booked in 2015 which caused a "positive" non /-recurring taxation effect.
• The most significant items between Adjusted EBITDA and Net Profit are :
• Depreciations, Amortizations and Provisions for risks and charges of abt. 11,3 M€
• Net financial expenses of 1,4 M€
• Share of Profit of JV and Associated company attributable to Orsero Group of 4,9 M€
• 6,3 M€ of non-recurring due to abt. 2,5 M€ of tax claims and other litigations, 1,4 M€ to redundancy costs (France), impairment of assets of 2,6 M€
• Tax for approx. 3 M€.

PROFORMA CONSOLIDATED NET EQUITY AND NFP

• Net Group Equity is over 116 M€, increased abt. 70 NET EQUITY VARIANCE M€ compared with 2015 (Baseline is GF Group S.p.A. consolidated net equity as at Dec.31,2015)
• Main changes are due to:
• Net profit of the year (including business combination extraordinary costs and fees)
• Proceeds related to Glenalta business combination (gross SPAC capital less withdrawals)
• Payment to Banks Pool for their interests in Equity-like Instruments issued by GF Group.

NET FINANCIAL POSITION VARIANCE-ILLUSTRATIVE • Net Group NFP is abt. 49 M€, decreased by abt. 98 M€ compared with 2015 (Baseline is GF Group S.p.A. consolidated NFP as at Dec.31,2015).

• The evolution of NFP is not a reported data but an illustrative scheme made to define the main cash effects 2016, both related to GF Group's operations and Glenalta Business Combination
• Main changes are due to:
• Cash Flow generated of 9 M€
• Approx. 40 M€ related to spin offs of non-core businesses as per business combination agreements (non-cash transaction as an equivalent financial debts has been assigned to new shareholders)
• Net inflows due to the business combination of 49 M€ (74 M€ net cash availability less the acquisition of Equity-like instruments)

PROFORMA CONSOLIDATED INCOME STATEMENT

thousands of Euro	Pro-forma 2016	%	2015(*)	%
Net sales	684.970	100,0%	617.404	100,0%
- cost of goods sold	(612.317)	-89,4%	(553.399)	-89,6%
Gross Profit	72.653	10,6%	64.005	10,4%
- operating expenses	(49.455)	-7,2%	(48.372)	-7,8%
- other income and expenses	(5.591)	-0,8%	(3.575)	-0,6%
Operating Result (Ebit)	17.607	2,6%	12.058	2,0%
- net financial expenses	(1.406)	-0,2%	(6.059)	-1,0%
- result from investments	4.912	0,7%	1.346	0,2%
Profit before tax	21.112	3,1%	7.345	1,2%
- tax expenses	(2.862)	-0,4%	6.058	1,0%
Net profit from continuing operations	18.250	2,7%	13.403	2,2%
- attributable to non-controlling interests	97	0,0%	34	0,0%
- attributable to parent company	18.153		13.369
- Net profit of "discontinued operations"	-		196
- attributable to non-controlling interests	-		-
- attributable to parent company	(0)		196
Net profit	18.250	2,7%	13.599	2,2%
- attributable to non-controlling interests	97		34
- attributable to parent company	18.153		13.565

INCOME STATEMENT ADJUSTMENTS:

Operating Result (Ebit)	17.607	2,6%	12.058	2,0%
D&A	(9.770)	-1,4%	(10.459)	-1,7%
Provisions	(1.524)	-0,2%	(2.476)	-0,4%
Non recurring Income	1.634	0,2%	758	0,1%
Non recurring Expenses	(7.943)	-1,2%	(3.930)	-0,6%
ADJUSTED EBITDA	35.210	5,1%	28.165	4,6%

• Consolidated revenues for FY2016 confirm the growth trend of last year .
• These revenues do not include the portion of revenues relating to the 50% Italy-Spain JVs and Associated Companies that are accounted by using the equity method.
• Gross Profit Margin is 10,6% slightly improved compared with previous year.
• Net financial expenses dropped from 1% to 0,2% thanks to full deployment of debt rescheduling finalized in 2015, and impact Glenalta interest income on cash deposit (abt. 1,2 M€) .
• Current interest rate on the majority of MLT debt is Euribor 6M + 2,5% (variable upon NFP/EBITDA covenants up to a maximum spread of 3,5%, minimum 1,5%).
• Profit before tax is 3,1 % , improving by 190 bps compared with previous year, reflecting the good operating profit and associated/JV companies share of profit.
• Effective tax rate is 13,5% of PBT reflecting the utilization of deferred tax generated in the last years and the favourable tax rate on Shipping activity:
• The Italian International Shipping Register sets for 80% exception for corporate income taxes (IRES) and 100% exception for regional taxes (IRAP)

PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

thousands of Euro	Pro-forma 2016	2015(*)
- goodwill and consolidation adjustments	3.834	7.460
- other intangible assets	6.208	793
- tangible assets	85.881	114.141
- financial assets	39.221	36.689
- other fixed assets	668	4.569
- deferred tax assets	7.419	13.577
Non-Current Assets	143.231	177.229
- inventories	24.114	29.116
- trade receivables	80.528	73.469
- current tax receivables	14.540	20.451
- other current asset	10.076	14.540
- cash and cash equivalent	56.478	46.363
Current Assets	185.735	183.939
Assets held for sale	-	-
TOTAL ASSETS	328.966	361.169
- share capital	64.500	11.650
- reserves	33.103	20.519
- net result	18.153	13.565
Capital and reserves attributable to Parent
Company	115.756	45.734
Non-Controlling Interest TOTAL SHAREHOLDERS' EQUITY	741 116.497	1.082 46.816
- non-current financial liabilities	74.706	116.169
- other non-current liabilities	209	4.535
- deferred tax liabilities	2.771	3.235
- provisions for risks and charges	4.394	3.795
- employees benefits liabilities	5.741	5.811
NON-CURRENT LIABILITIES	87.821	133.545
- current financial liabilities	30.863	77.150
- trade payables	77.199	79.999
- current tax and social security liabilities	4.903	9.440
- other current liabilities	11.682	14.219
CURRENT LIABILITIES	124.648	180.808
Liabilities held for sale	-	-
TOTAL LIABILITIES AND EQUITY	328.966	361.169

• Decreased fixed assets as a result of spin-off of Business Aviation and Argentinean Apples and Pears farming business.
• Trade receivables increased reflecting the growth in sales volumes, partially offset by a decrease in inventories.
• Increased cash availability due to Glenalta Business Combination
• Shareholders' equity of 116 M€ as at Dec. 31, 2016, including the effects of the Business Combination
• Non current and current financial liabilities materially reduced due to Business Combination and preliminary operation related to the same:
• Spin-offs
• Glenalta net cash

NET INVESTED CAPITAL RECAP

	Pro-forma 2016	2015(*)
Fixed Assets	143.231	177.229
Net Working Capital	22.333	16.524
Net Invested Capital	165.564	193.753
Net Financial Position	49.067	146.937
Net Equity	116.497	46.816

ORGANIZATION & GOVERNANCE

CONDENSED COMPANY STRUCTURE

Note: This slide is illustrative as the simplified company structure shows only the main operating subsidiaries/associates of Orsero Group. If not otherwise specified the companies are intended wholly owned by the Group. 22

GROUP MANAGEMENT TEAM – ORSERO S.P.A.

Manager	Title	Professional Background
Paolo Prudenziati	Chairman, MD and CCO	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 of Orsero Group.
Raffaella Orsero	Deputy Chair, MD and CEO	Born in Savona in 1966, after graduating in law, she started her career in 1993 at Simba SpA, a company of the GF Group, 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 of Orsero Group.
Matteo Colombini	MD and CFO	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 SpA as Group Chief Financial Officer. From February 2017 he is Managing Director and Chief Financial Officer of Orsero Group.
Tommaso Cotto	COO	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 GF Group SpA in November 2015 as Chief Operating Officer.
Daniele Gazzano	General Counsel	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 GF 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	CHRO	Born in Albenga (SV) in 1964. A degree in History, he joined GF Group SpA 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 GF Group, from 2014 he is Chief Human Resources Officer .

MAIN SUBSIDIARIES' MANAGEMENT TEAM

Manager	Company	Professional Background
Calogero Canalella	Fruttital/ Simba	Born in Alassio (SV, Italy) in1971. Soon after graduating in Economics, he joined the Group in the administration and finance department of the company Simba S.p.A., then he moved to the sales department where he held positions of increasing responsibility up to becoming CEO in 2012. Since 2013 he has also been a member of the Board of Directors of the company Fruttital Srl where he serves as sales director.
Philippe Pons	AZ France	Chairman of AZ France SA, born in Algiers (Algeria) in1958, he holds a degree in Agricultural Sciences. Mr Pons began his career in 1983 in Pomona SA, a company that is the market leader in France in fruit and vegetable trade. He joined the AZ Group in 1989, in 1997 he became sales director and in 2000 he was appointed General Manager.
João Mendes	Eurofrutas	Born in Setubal (Portugal) in1961. Bachelor of Administration at the Stonehill College, Massachusetts, in 1984. After several experiences in some companies of the 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 CEO of the company Eurofrutas Lda.
Manlio Ginocchio	Cosiarma	Born in Camogli (GE, Italy) in1967. After finishing high-school (Scientific Lycee), at a young age he started his career in the Reefer Container Maintenance & Repair sector. He joined the Group in 1997 as Container Division Manager at Costa Container Lines SpA. In 2014 he was appointed CEO of Cosiarma Spa.
Luca Tarabella	Bella Frutta	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.

GOVERNANCE

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

REMUNERATION COMMITTEE

Name	Role
Gino Lugli	Committee Chair
Armando de Sanna	Member
Vera Tagliaferri	Member

RELATED PARTIES COMMITTEE

Name	Role
Luca Giacometti	Committee Chair
Armando de Sanna	Member
Vera Tagliaferri	Member

• The BoD is compliant with gender diversity and best practice on independent directors.

• The BoD has a high degree of professionalism, only 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.

SHAREHOLDING STRUCTURE AND SHARES DETAILS

SHAREHOLDERS' STRUCTURE

Share Capital (April 11, 2017) : EUR 64.500.218,30

	Number	%
Ordinary Shares	14.192.183	100,0%
of which
FIF Holding S.p.A.	5.590.000	39,4%
Treasury Shares	643.387	4,5%
FREE FLOAT	7.958.796	56,1%
Special Shares	50.000
Total Shares Outstanding	14.242.183

Warrant - April 2017

	Number
Warrant Issued	7.693.997
Warrant Exercised	22.993
Warrant Outstanding	7.671.004

NOMAD : Banca Aletti & C. S.p.A.

SPECIALIST: CFO SIM S.p.A.

Investor relations:

Edoardo Dupanloup, investor.relations@orserogroup.it

* The threshold defined by the articles of associations of Orsero are 11,00 Euro and 12,00 Euro respectively but it is applied an adjustment factor "K" of 0.90249332 released by Borsa Italiana on 13/02/2017.

• FIF Holding is the sole significant shareholder. The company gathers the interests of previous GF Group shareholders (Orsero, Ottonnello and Ighina families).
• SPAC Promoters underwritten 150,000 Special Shares («Spec.») at the listing of Glenalta Food. These special shares are automatically converted into Ordinary Shares («Ord.») with a 1:6 ratio subject to specific triggering events defined by the company bylaws.
• 1° Tranche 50.000 Spec. converted into 300.000 Ord. at the time of Business Combination : already converted on 22/02/2017;
• 2° Tranche 50.000 Spec. converted into 300.000 Ord. if share prices are above 9,93 Euro* for at least 15 trading days in a period of 30 trading days in a row: condition already met on 03/03/2017;
• 3° Tranche 50.000 Spec. converted into 300.000 Ord. if share prices are above 10,83 Euro* for at least 15 trading days in a period of 30 trading days in a row : condition not yet satisfied.
• 2 separate Lock-Up Agreements are binding for 36 months since the Business Combination:

(i) FIF Holding (except for 1 M shares marketable on MTA listing, where necessary),

(ii) the shareholders of FIF Holding.

• Another Lock-Up Agreement is binding Glenalta Promoters for 18 months since the Business Combination.
• Free Float is well above 50% of share capital, the control of Orsero is therefore potentially contestable.

SHARE TRADING PERFORMANCE

* Price history restated to take into account the adjustment factor "K" of 0.90249332 released by Borsa Italiana on 13/02/2017.

APPENDIX

GF GROUP AND GLENALTA FOOD BUSINESS COMBINATION

The transaction between GF Group Spa and Glenalta Food (already listed) is technically a direct merger. The combined entity was renamed in ORSERO S.p.A.

Since February 2017 ORSERO, as the company resulting from the merger, is listed on the AIM Italia organised and managed by Borsa Italiana S.p.A. .

TRANSACTION STRUCTURE TRANSACTION DESCRIPTION

• The transaction with Glenalta brings many benefits to the Group:
• Glenalta, with the merger, supplied the Group with liquidity , that will allow Orsero S.p.a to invest again in the future, for growth purposes
• Gruppo Orsero is out from any bank agreement (i.e. the restructuring plans), that limited the business over the last few years
• Gruppo Orsero could be viewed positively by the financial system, and there will be room for new collaborations (e.g. new loans, new insurances, …)
• All «non core businesses» are out of the Group (Mono Azul, business aviation)

GLENALTA FOOD S.P.A. – SEPARATED FINANCIAL STATEMENTS

Euro	2016
Net sales	-
- cost of goods sold	-
Gross Profit	-
- overheads	(511.520)
- other income and expenses	(1.875.819)
Operating Result (Ebit)	(2.387.339)
- net financial expenses	1.199.917
- result from investments	-
Profit before tax	(1.187.422)
- tax expenses	-
Net profit from continuing operations	(1.187.422)
- Net profit of "discontinued operations"	-
Net profit	(1.187.422)
- attributable to non-controlling interests	-
- attributable to parent company	-

Comments on main P&L lines:

• operating expenses are office and other costs deployed for the ongoing operation
• Other income and expenses are non-recurring costs related to brokerage fees and business combination
• Net financial result is due to the interests gained on the sum deposited in the escrow account waiting for the business combination

INCOME STATEMENT* STATEMENT OF FINANCIAL POSITION*

Euro	31/12/2016
Non-Current Assets	777.317
Current Assets	80.393.757
Assets held for sale	-
TOTAL ASSETS	81.171.074
- share capital - reserves - net result Capital and reserves attributable to Parent Company	9.500.000 63.299.879 (1.187.422) 71.612.457
Non-Controlling Interest	-
TOTAL SHAREHOLDERS' EQUITY	71.612.457
NON-CURRENT LIABILITIES	-
CURRENT LIABILITIES	9.558.617
Liabilities held for sale	-
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	81.171.074

GF GROUP S.P.A. – SEPARATED FINANCIAL STATEMENTS

Euro	2016	2015
Net sales	4.043.895	4.013.424
- cost of goods sold	-	-
Gross Profit	4.043.895	4.013.424
- operating expenses	( 9.719.369)	( 8.862.540)
- other income and expenses	( 1.241.861)	( 1.608.957)
Operating Result (Ebit)	( 6.917.335)	( 6.458.073)
- net financial expenses	( 1.170.298)	( 1.990.560)
- result from investments	11.248.028	3.936.583
Profit before tax	3.160.395	( 4.512.050)
- tax expenses	2.364.219	5.507.873
Net profit from continuing operations	5.524.614	995.823
- Net profit of "discontinued operations"	( 6.753.915)	1.144.825
Net profit	( 1.229.301)	2.140.648

Comments on main P&L lines:

• Net sales consists of royalties and holding services recharged to group's subsidiaries
• operating expenses are personnel costs and advertising expenses
• Other income and expenses are non-recurring costs related to the business combination
• Result from investments : 9,2 M€ dividend from Import & Shipping, abt. 2 M€ as net effect of book value adjustment of sub-holdings (GF Produzione, GF Distribuzione and GF Porterm).

* Financial Statements of GF Group S.p.A. based on IFRS/IAS accounting principles.

INCOME STATEMENT* STATEMENT OF FINANCIAL POSITION*

Euro	31/12/2016	31/12/2015
Non-Current Assets	167.729.688	173.586.070
Current Assets	71.771.896	70.518.093
Assets held for sale	-	-
TOTAL ASSETS	239.501.584	244.104.163
- share capital - reserves - net result TOTAL SHAREHOLDERS' EQUITY	13.000.000 81.361.520 ( 1.229.301) 93.132.219	11.650.000 80.670.275 2.140.648 94.460.923
NON-CURRENT LIABILITIES	68.113.150	93.431.997
CURRENT LIABILITIES	78.256.215	56.211.243
Liabilities held for sale	-	-
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	39.501.584	244.104.163

GF GROUP S.P.A. – CONSOLIDATED* FINANCIAL STATEMENTS

thousands of Euro	2016	2015
Net sales	684.970	617.404
- cost of goods sold	( 612.317)	( 553.399)
Gross Profit	72.653	64.005
- operating expenses	( 49.165)	( 48.372)
- other income and expenses	( 6.757)	( 3.575)
Operating Result (Ebit)	16.731	12.058
- net financial expenses	( 2.144)	( 6.059)
- result from investments	4.912	1.346
Profit before tax	19.499	7.345
- tax expenses	( 2.031)	6.058
Net profit from continuing operations	17.468	13.403
- Net profit of "discontinued operations"	844	196
Net profit	18.312	13.599
- attributable to non-controlling interests	97	34
- attributable to parent company	18.215	13.565

INCOME STATEMENT* STATEMENT OF FINANCIAL POSITION*

thousands of Euro	31/12/2016	31/12/2015
Non-Current Assets	143.103	177.229
Current Assets	165.691	183.940
Assets held for sale	-	-
TOTAL ASSETS	308.794	361.169
- share capital - reserves - net result Capital and reserves attributable to Parent Company Non-Controlling Interest TOTAL SHAREHOLDERS' EQUITY	13.000 36.758 18.215 67.973 741 68.714	11.650 20.519 13.565 45.734 1.082 46.816
NON-CURRENT LIABILITIES CURRENT LIABILITIES	87.821 152.259	133.545 180.808
Liabilities held for sale	-	-
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	308.794	361.169

GF GROUP S.P.A. – CONSOLIDATED CASH FLOWS AND NFP DETAILS

CASH FLOWS STATEMENT

thousands of euro	2016	2015
A. Net cash flows provided by (used for) operating activities
Net profit from continuing operations	18.312	13.599
Income taxes	2.031	( 6.058)
Net financial expenses	2.524	4.749
1. Net Profit before Tax, Interests, Dividends and (earnings)/losses from disposal of assets	22.867	12.290
Non-cash adjustments not related to working capital:
Provisions	1.524	2.476
Depreciations and Amortizations	9.766	10.459
Impairment of assests	( 83)	183
Other non-cash adjustments	12	( 7.479)
2. Cash flows before working capital changes	34.086	17.929
Changes in Working Capital:
Change in inventories	( 3.908)	191
Change in trade receivables	( 12.579)	( 2.619)
Change in trade payables	5.177	( 3.972)
Change in other receivables	( 471)	( 28)
Change in other payables	( 203)	3.561
Other changes	( 1.419)	( 2.435)
3. Cash flows after working capital changes	20.683	12.627
Other non-cash adjustments:
Net financial expenses	( 2.524)	( 4.749)
Income taxes	( 2.031)	6.058
4. Cash flows after other changes	16.128	13.936
Net cash flows provided by (used for) operating activities (A)	16.128	13.936
B. Net cash flows provided by (used for) investing activities
Tangible asstes
(investment)	( 7.772)	( 8.103)
disposals	744	5.356
Intangible asstes
(investment)	( 5.879)	( 486)
disposals	63	241
Financial Investments
(investment)	( 6.416)	( 2.587)
disposals	3.891	231
Financial asset
(investment)	-	( 5.313)
disposals	4.126	-
Disposals / (acquisitions) of investments in controlled companies, net of cash	21.919	83.754
Net cash flows provided by (used for) investing activities (B)	10.676	73.093
C. Net cash flows provided by (used for) financing activities
Financial loans
Increase /(decrease) of short term financial debts	( 26.857)	( 167.491)
Drawdown of new loans	-	-
Pay back of loans	( 9.215)	( 10.369)
Equity Capital Increase / Equity-like Instruments	-	118.259
Net cash flows provided by (used for) financing activities(C)	( 36.072)	( 59.601)
Change in cash and cash equivalents	( 9.268)	27.428
Net cash and cash equivalents, at beginning of the year	46.363	18.935
Net cash and cash equivalents, at end of the year	37.095	46.363

NET FINANCIAL POSITION – DETAILS (*)

* Short Term Debts include short term financial loans and the short term part of MLT debts

34 ** The amount includes 29 M€ paid to banks in Feb. 2016.

DEFINITIONS & SYMBOLS

• EBITDA = Earnings Before Interests Tax Depreciations and Amortizations
• ADJUSTED EBITDA = EBITDA excluding non-recurring items
• 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
• BC = Business Combination
• I/S = Inter Segment
• M = million
• K = thousands
• € = EURO
• , (comma) = separator of decimal digits
• . (full stop) = separator of thousands

ORSERO SPA

www.orserogroup.it investor.relations@orserogroup.it

Stock Exchange Information: Trading Platform : AIM Italia/Mercato Alternativo del Capitale Shares : ISIN - IT0005138703 Warrant : ISIN - IT0005138729