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20 April 2015

Brakes in exclusive negotiations for acquisition of Davigel

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Disclaimer

The information in this presentation ("Information") contains various forms of performance analysis which have in each case been

provided based on reasonable assumptions as at the date of the Information. The Information is not intended to predict actual results,

which may differ substantially from those reflected in the Information. The presentation is based on Management’s assumptions and

contains forward looking information. Therefore, Company makes no representation or warranty as to the accuracy or completeness of

any of the projections, calculations or other forward looking information included in this presentation.

The Information includes statements that are, or may be deemed to be, “forward-looking statements,” within the meaning of the

securities laws of certain jurisdictions. These “forward-looking” statements appear in a number of places in this presentation and include,

but are not limited to, statements regarding the Brakes group’s (the “Company’s”) plans, intentions, beliefs, expectations and

assumptions, as well as other statements that are not historical facts. These forward-looking statements can be identified by the use of

forward-looking terminology, including the terms “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,”

“projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions or, in each case, their negative or other

variations or comparable terminology. When considering these “forward-looking” statements, you should keep in mind that a number of

factors that are beyond the Company’s control could cause actual results to differ materially from the results contemplated by any such

forward-looking statements. These forward-looking statements include all matters that are not historical facts. We believe that the

expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will

prove to be correct and such forward-looking statements included in this presentation should not be unduly relied upon. These

statements speak only as of the date made. We do not intend, and do not assume any obligation, to update these forward-looking

statements.

The content of this presentation has been prepared considering the current state of the Brakes Group’s reflexions and studies regarding

the potential acquisition of Davigel and the financing of such potential acquisition.

All the information provided in this document may therefore need to be completed and/or modified following complementary studies.

In the case where the reflexions and studies of the Company lead to a defined project, the relevant employee representative bodies

would be informed and consulted prior any binding decision or commitment is taken by the Company.

In any case, none of the information provided in this presentation shall be considered as a commitment from the Company in the context

of the contemplated transaction.

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Executive Summary

• Bain Capital believes that the outlook of Brakes is attractive and remains committed to generating

equity value

• Continued delivery of the business plan and clear trend of de-leveraging the business

• Management on track to deliver robust growth with 2014A EBITDA up 7.1% y-o-y and improving margins

• Robust growth ahead driven by network savings programme and recent acquisition of Fresh Direct in UK

• Acquisition of Davigel in France is a highly accretive transaction for Brakes Group

• Attractive strategic combination to create #2 French player in the French foodservice market

• Compelling opportunity to acquire competitor Davigel with synergy opportunities

• Support the management team of Group’s best performing asset to drive significant value

• Integration of Davigel into Brakes Group is credit enhancing and results in faster de-levering for

existing debt holders

• Significant leverage reduction on a pro forma basis at closing

• Value creation from acquisition could significantly enhance liquidity options for the Brakes Group

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Brakes Group has entered into exclusive discussions to acquire Davigel from Nestlé.

The acquisition would increase Brakes Group's presence in France, allow the Group to enter Belgium and Spain,

bring Davigel’s unique food manufacturing capabilities into the Group, and would give the Group the exclusive

rights to distribute Nestlé’s branded ice cream to the out of home market in France.

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Key Credit Highlights – Brakes Group 1

Large & Resilient

Markets

c.£25bn addressable market which has shown resilience through the cycle

UK market grew at a CAGR of 1.9% over the last 10 years

Short term economic outlook is improving; continued long term structural growth of market place forecast

2014 UK real GDP grew 2.6% with similar growth expected for 2015

Business Model

Supporting Market

Leading Margins

Leading Market

Positions

A leading European foodservice distributor (based on revenues)

#1 position in the UK

Strong market positions in France (#3), and Sweden (#2)

Leading, customer-focused brands across Broadline and Specialist businesses

Efficiency Driven

Growth Plan

Vast majority of expected EBITDA return from investment programme (+80% invested as at Q4 2014) is still to be realized

Significant operating efficiencies to Brakes

Further enhanced market leading customer proposition

Recent acquisition of Fresh Direct in the UK significantly strengthens Brakes position in the fast growing fresh food sector

We believe our very high own brand penetration supports industry leading margins

Well invested infrastructure provides high route density, delivery accuracy and low ‘cost per drop’

Diversified business by geography, business mix, product offering, customers and suppliers

Procurement of over £2bn provides strong buying power, flexibility and global sourcing capability

Attractive Financial

Profile & Cash

Generation

Asset-light model with low maintenance capex and modest working capital requirements

Strong cash conversion through-the-cycle, averaging 84% from January 2011 to December 2014

Strong focus on de-leveraging the business, driven by strong EBITDA trajectory, limited further capex needs to support

plan and high free cash flow generation

Highly Experienced

& Committed

Management

CEO’s industry experience driving performance of the business

Highly experienced and committed management and shareholder team with broad depth of industry experience

Track-record of delivery in responding to challenging economic headwinds

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90

100

110

120

130

140

150

160

2011A 2012A 2013A 2014A

Adj. E

BIT

DA

(£m

)

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

2011A 2012A 2013A 2014A

Sale

s (

£bn)

Revenue Development Adj. EBITDA Development

Sources: Company Information; Cucina Acquisition statutory account reporting basis

£2.4bn £2.9bn £3.1bn £120m £129m £150m

• Brakes’ revenue performance shows consistent top line growth

• Revenue growth between 2011A - 2013A of £640m (8.0% CAGR)

• 2014A revenue of £3.09bn up 2.5% vs. 2013A

• Consistent adj. EBITDA growth with 7.7% CAGR between 2011A - 2014A

• Since 2011A adj. EBITDA has steadily increased by £30m

• 2014A adj. EBITDA of £150m up 7.1% vs. 2013A (9.0% excluding FX

impact)

£3.0bn £140m

Proven top line growth and resilient EBITDA 1

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Rolling 12 Month Sales (£m)

Sources: Company Information

Adjusted EBITDA margin, %

Rolling 12 Month Adjusted EBITDA (£m) Deleveraging*

8.0

7.5

7.2

7.5 7.4

7.3

6.8

7.2 7.2

7.0

6.5

6.0

6.5

7.0

7.5

8.0

8.5

Sales growth trend continued in 2014 Margin improvement to 4.9% in 2014

122

129 129 131

134 137

140 141 143 144

150

110

120

130

140

150

160

Rolling 12 Month Adj. EBITDA steadily increasing Strong and continued de-leveraging

with typical intra-year seasonality

Strong Quarterly Performance Leading to Material Deleveraging Year-on-Year

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2,800

2,850

2,900

2,950

3,000

3,050

3,100

3,150

4.2%

4.3%

4.4%

4.5%

4.6%

4.7%

4.8%

4.9%

5.0%

Notes: *Net External Debt, excl. PIK / Adj. EBITDA

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Future top 3 targeting

>2Bn€ each

This is a preliminary study. No precise project for Brake France and Davigel is determined at the present stage. The items discussed in the present note are subject to further verifications at the

financial, operational and legal standpoints

Brake and Davigel combination to result in #2 player Fragmented French market (2014)

(2014) (2014)

2 Strong Rationale for Davigel Acquisition Opportunity to create the #2 Group in the €13bn French foodservices market

Sources: GIRA, management’s data

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2 Opportunity to Support Industry Leader Brake France has exceeded the budget and continued margin improvement since 2011

Historical financial performance of Brake France (2004-2014)

Acquisitions pre 2003 2000: Figel and Ingagel (RA). 2001: Sba (W), Dipa D, Rambour and VDL (NIDF), Valette, Bertello (S), Szymzack-Nadreau and Bianchi Gers (SO). 2002: Jarny Glaces,

PSM (E). Only one acquisition since 2004: Groupe Rault in 2008 (no additional EBITDA at the time of acquisition)

Sources: Gira figures (estimates for 2014) for market growth, Company data, reported figures

Note: (1) EBITDA margins excluding transfer prices to Brakes Group

(1)

EBITDA

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2 Opportunity to Support Industry Leader Brake France has consistently outperformed the market through the cycle since 2005

• Poor economy since 2008, despite a slight rebound in 2010 and 2011

– Weak GDP growth, close to 0% in 2012 and 2013

– High unemployment rate (up to ~10% in 2014)

• Market expected to rebound slightly in the coming years

– More favorable macro economic environment from 2016

onwards: GDP, employment, consumer consumption

– Positive food trends such as increased OOH

consumption, consumer looking for premium and healthy

food service…

– Market leaders expected to benefit more from rebound,

having further strengthened their position vs. subscale

players less equipped to invest during the crisis

* Market defined as Purchases of Food and Beverage in France (source GIRA)

** Syngigel panel data used as an estimate for market growth in 2014 (GIRA data not yet available)

Sources: Euromonitor, GIRA, Company data (reported figures)

2004-2014

CAGRs

5.2%

1.4% 0.9%

**

Brake France vs. Market Growth YoY in Value (2005-2014)

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2 Opportunity to Support Industry Leader Experienced management team with exceptional track record

Florence Nony, HR Director • Heads the HR department since early 2012

• Before joining the Company, Florence was HR

Director at SAP in France. She also worked in the HR

teams of Harrods in London, Redcats and Wella

(P&G)

• She started her career in audit and consulting services

• Holds a Master in Management from ICN Business

School 2 years in the

Company

Jacques Déronziers, CEO • Heads the Company since 2005

• Turned his family business (Figel Annecy) into a

regional leader before selling it to the Company in

2000

• Led (as Director of Operations) the consolidation of

over 10 regional acquisitions between 2000 and 2002

• Launched the Regard9 growth program in 2011

• Holds a Master's in Economics from the University of

Grenoble and an MBA from ISG Paris

28 years in

the Company

Jérôme Jouanin, CFO and IT • Heads the Finance and IT department since 2012

• Previously to becoming CFO Jérôme was Head of

Accounting and Cost Controller Manager

• He also worked at COGEED before joining the

Company (consulting services specialised in

restructuring)

• Holds a DESCF degree

20 years in

the Company

Christophe Maniou, Head of Sales • Heads the Sales organisation since 2013

• Christophe joined the Company in 1994 and has evolved in

several commercial roles since then

• Prior to joining the Company Christophe was sales at

Frigosud in France

• Holds a Marketing and Commercial degree from CCI

Béziers and a Master in Management from IAE Montpellier

20 years in

the Company

Pierre-Edouard Noel, Head of Strategy and

Marketing • Heads the Strategy and Marketing team since 2013

• Previously to joining the Company in 2013, Pierre-

Edouard was head of Marketing at Soparind Dvpt.

• Pierre-Edouard has over 30 years of experience in the

food industry, having worked at Nestlé Glaces,

Unilever and Saupiquet, among other companies

• Holds a Master in Management from ESSEC

2 years in the

Company

Antoine Fabry, COO • Heads the Company’s Operations since 2014

• Previously Antoine lead various regions (05-11) and was

Head of Supply Chain (11-13)

• Before joining the Company Antoine was Head of

Logistics at KURZ in France

• Holds an engineering degree from ENS Chemicals

Toulouse and a Master in Management from HEC

14 years in

the Company

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Potential Corporate Structure 3

Cucina (BC) Luxco S.a

r.l.

Cucina UK holding

companies

Interm. Holding

Companies

Brake Bros Limited

Bain Capital

UK & Ireland

Subsidiaries Menigo Group

Davigel

Brake France

• Davigel joins the Cucina / Brakes Group structure

• Becomes a subsidiary of a Cucina UK company, via

appropriate new holding companies

Potential Structure

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Conclusion

• Acquisition of Davigel in France is a highly accretive transaction for Brakes Group

• Attractive strategic combination to create #2 French player in the French foodservice market

• Compelling opportunity to acquire competitor Davigel with synergy opportunities

• Support the management team of Group’s best performing asset to drive significant value

• Integration of Davigel into Brakes Group is credit enhancing and results in faster de-levering for

existing debt holders

• Significant leverage reduction on a pro forma basis at closing

• Value creation from acquisition could significantly enhance liquidity options for the Brakes Group

Brakes Group has entered into exclusive negotiations for the acquisition of Davigel, the foodservice

business of Nestlé.