ROADSHOW PRESENTATION

September 2019

2

• GROUP OVERVIEW PAG. 3

• CORE ACTIVITIES PAG. 9

• KEY FINANCIALS – H1 2019 & MID-LONG TERM STRATEGY PAG. 17

• APPENDIX PAG. 24

AGENDA

2

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 in the public domain, and on parameters and assumptions determined in good faith by the Company. However, theseparameters 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 ofdifferent 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 giveprior 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 orimplied, 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 arecommendation 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 authorization of the Company.

On 1 January 2019 the IFRS 16 principle came into force, therefore the results of the half-year financial statements reflect for the first time the "right of use" value of the rents and operating leases stipulated by thecompanies of the Group. The effects on the financial statements of the adoption of this principle have an impact both on the Adjusted Ebitda (raising it by 4,478 K€, due to the replacement of the cost of the rents with thedepreciation and financial charges), and on the Net Invested Capital and on the Net Financial Position, raising both by 61,199 K€ and 61,235 K€, respectively, based on the values attributed to these assets, with anegative effect on the result of 35 K€.

GROUP OVERVIEW

4

THE GROUP AT A GLANCE

(*) Year 2018: Total consolidated sales equal to 953 M€; Distribution sales equal to 869 M€.(**) Internal reporting statistics based on actual 2018 volumes, plus proforma volumes of companies acquired in 2019 (Sevimpor, Fruttica, Fruttital Cagliari).

ORSERO Group among the leader in Mediterranean

Europe for the import and distribution of fresh fruit and

vegetables active since the 1940.

The Group’s Business model is based on two pillars

which are also the main Business Sectors: the

DISTRIBUTION of a vast array of fresh produce , and

the IMPORT & SHIPPING of bananas and pineapples

using its own ships, the most part of which are sourced

on behalf of Orsero’s distributing companies.

Furthermore there is the Service/Holding Sector that

provides centralized corporate services (finance, ICT,

marketing) to both sectors

The Group generates consolidated sales close to one

billion €, of which over 90% by the Distribution

segment(*).

5

MAIN MILESTONES FROM 1940 TO DATE

Beginning of our fruit

distribution business in

Italy .

Development of

distribution and import of

exotic fruits and counter

season fruits.

Investments in the

distribution sector in Italy,

France, Portugal and

Greece.

Beginning of the shipping

business.

Launch of F.lli Orsero ownbrand for Extra Premium Fruit, as the expression of the tradition and passion of a great family-run company.

Refocusing on the Group’s

core business.

Organisational review and

management

reinforcement.

Expansion in the

distribution sector with the

acquisition of Sevimpor.

Strengthening of Fresh-cut

operation: widening of

Florence cutting centre.

Through the merger with

Glenalta Food, the Group

listed on the AIM Italia Market

of the Italian Stock

Exchange. Full integration of

JV’s in Spain and Italy:

Hermanos Fernández López,

Fruttital Firenze and Galandi.

Further expansion in the Fresh Cut :

opening of 3 new centres in

Molfetta (BA), Verona and Cagliari

(Italia).

Acquisition of 100% of Fruttica

Group and of remaining 75% of

Fruttital Cagliari.

6

DESCRIPTION OF BUSINESS SEGMENTS(*)

• Under this BU are gathered the companies operating in the

distribution of wide range of imported and local fresh

produce through a distinctive geographical presence in

Southern – EU.

• The distribution network consists of ripening centres, logistic

platforms for cool storage and re-packing of fruit and veg,

along with some fresh cut processing areas and sales

outlets in wholesale markets.

• The group is also present in the trade of avocados by

means of a small farm and of an important packing house

in Mexico dedicated to exportation.

• It is a group of companies mainly involved in the import

and maritime transport of bananas and pineapples.

• The Group maintains long-term relationships with main

independent producers of banana and pineapple based

in Central American countries and Africa (only banana).

• The fruit is sold under the brands “F.lli Orsero” and “Simba”,

in addition to numerous private labels.

• The sea transportation of bananas and pineapples is

carried out mainly with own ships.

Sectors are deeply interconnected

Import & Shipping supplies the majority of bananas and pineapples

marketed by the Distribution Segment’s network(**)

(*) Core business segments : Distribution and Import & Shipping. Moreover another cluster of companies, the Service/Holding, comprises the parent company and some ancillary services (ICT and Customs clearance). (**) Intersegment Sales Eliminations are due mainly to this interconnection.

M€ FY 2018Net Sales 210,6Adjusted Ebitda 5,7% to Net Sales 2,7%

M€ FY 2018Net Sales 869,1Adjusted Ebitda 31,1% to Net Sales 3,6%

SERVICES (*)

M€ FY 2018Net Sales 14,0Adjusted Ebitda -4,0

INTER SEGMENT (**)

M€ FY 2018Net Sales -141,0

7

ORSERO SERVIZI(Italy)

Fresco Forw. Agency(Italy)

FRUTTICA**

(France)

CONDENSED COMPANY STRUCTURE

ORSERO SPA

DISTRIBUTIONIMPORT & SHIPPING SERVICES & HOLDING

FRUTTITAL(Italy)

AZ FRANCE(France)

EUROFRUTAS(Portugal)

BELLA FRUTTA(Greece)

H.NOS FERNÁNDEZ LÓPEZ(Spain)

FRUTTITAL FIRENZE(Italy)

GALANDI(Italy)

FRUTTITAL CAGLIARI ***

(Italy) (100%)

MONCADA(Italy) (50%)

COSIARMA(Italy)

SIMBA(Italy)

SIMBACOL(Colombia)

Orsero CR(Costa Rica)

COMM. DE FRUTAACAPULCO (Mexico)

FRUPORT(Spain) (49%)

VCS(Italy)

HOLDING SERVICES(Orsero S.p.A.)

Line by Line

Consolidation

Equity Method

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

SEVIMPOR*

(Spain)

(*) Acquisition of 100% finalized in Jan. 2019. Line-by-Line consolidation from 1 Jan 2019.

(**) Acquisition of 100% finalized in May 2019. Line-by-Line consolidation from 1 April 2019.

(***) Acquisition of 75% finalized in Jul. 2019 (25% already owned by the Group). Line-by-Line consolidation from 1 July 2019.

8

GOVERNANCE & SHAREHOLDERS’ STRUCTURE

• The Board of Directors consists of 9 members:

- 3 key executives;

- 2 independent directors;

- 2 promoters of Glenalta Food SPAC;

- 2 directors named, one for each, by FIF and Grupo Fernandez.

• BoD committees , voluntarily constituted and composed of independent or non executive directors:

• Remuneration Committee

• Related Party Transactions Committee

PAOLO PRUDENZIATI

Executive Chairman, MD and Chief Commercial

Officer

RAFFAELLA ORSERO

Deputy Chair, MD and Chief Executive Officer

MATTEO COLOMBINI

MD and Chief Financial Officer

BANCA AKROS Andrea Bonfà

BANCA IMI Gabriele Berti

CFO SIM Luca Arena

EQUITA SIM Fabio Fazzari

NOMAD Banca Akros

SPECIALIST CFO SIM

AUDITING COMPANY KPMG

SHAREHOLDERS (*)

BOARD OF DIRECTORS

KEY EXECUTIVES

ANALYST COVERAGE

ADVISORS

FIF HOLDING SPA

31,6%

GRUPO

FERNANDEZ S.A.

5,7%

GLOBAL

PORTFOLIO

INVESTMENTS S.L.

5,6%

PRAUDE ASSET

MANAGEMENT LTD.

8,6%

TREASURY

SHARES

4,3%

FREE FLOAT

44,3%

(*) Last Update : 6 Aug. 2019 (last Shareholders’ situation after dividend payment). Total shares 17.682.500. Voting rights are temporarily suspended for 752.387 treasury shares, representing 4,25 % of the total share capital.

CORE ACTIVITIES

10

BUSINESS MODEL

Sourcing from the world’s best production areas to offer

the best fresh produce via Long-term relationship with

industry-leading suppliers both with overseas and local

growers

Logistic efficiency also thanks to our owned “Cala

Rosse” reefer fleet for bananas and pineapples

Quality control on product throughout the supply chain

Cool storage network scattered in Southern Europe

Distinctive expertise at ripening banana and repacking

fresh produce

Deep know-how in fresh-cut and ready-to-eat fresh fruit

Widely spread daily distribution and bespoke solutions

for retailers and consumers

11

ORSERO DISTRIBUTION FOOTPRINT

(*) Including 2019 acquisizions.

(*)

DISTRIBUTION SALES MIX 2018(**)

(**) Sales net of intra-segment eliminations (within Distribution companies). Geographical mix based on the country of incorporation of each Orsero’s subsidiary.

ITALY

41%

SPAIN

27%

FRANCE

21%

PORTUGAL

5%

GREECE

3%

MEXICO

3%

●

12

100%

47%

25%

27%

100% 200% 300% 400%

F&V DISTRIBUTION : SERVING ALL MARKET CHANNELS

Orsero Group has the capability to serve all the retail channels from large

large-scale retail chains to small greengrocers, managing around 10.000

customers in Europe, among which +100 big retail chains.

The Group value proposition comprises a well-balanced and wide

range of product marketed.

(*) Internal reporting statistics. Mix calculated on Aggregated Gross Sales.

OVERSEAS/

SOUTHERN

EMISPHERE

IMPORT

BANANA &

PINEAPPLES

TOTAL IMPORT EU/

DOMESTIC PROD.

REVENUES PRODUCT MIX 2018(*)

VOLUME MIX BY ORIGIN 2018(*)

BANANA

30%

PINES

4%

EXOTIC

12%KIWI

13%

CITRUS

9%

APPLES/PEARS

7%

FRESH-CUT

1%

OTHERS FRUIT AND

VEGETABLES

24%

57%42%

81%64% 53%

43%58%

19%36%

47%

ITALY SPAIN FRANCE PORTUGAL GREECE

SUPERMARKETS WHOLESALER/OTHERS

REVENUES CHANNEL MIX 2018(*)

13

F&V DISTRIBUTION : FRESH-CUT PROJECT

MARKET BACKGROUND:

• The key drivers in food consumption are bio, ready-to-eat, healthy products

• Among the most promising trends in the market of fresh fruit and vegetables,

consumption outside home and the demand for products with “service” content

stand out

• The Italian market is growing by +8%(*) y-o-y- the fresh-cut category is a fast growing niche, in a context in which about 96% of revenues

are originated from fresh-cut vegetables, mainly salads

- fresh-cut fruit accounts for 4% of market revenues vs 3% LY, achieving estimated revenues of 33 M€ out of 913 M€ and with a +33% y-o-y growth, 4 folds the total market performance.

ORSERO GROUP MILESTONES:

• Orsero Group started the implementation from the Italian market since 2014 in

Florence

• FY 2018 Group’s revenues of Fresh-Cut products reached abt. 6 M€, or 1% of

Distribution’s sales.

• Orsero Group operates 4 cutting centers in Italy for a total work area of circa

3.500 sqm.:

- In 2018 the Florence site was expanded and improved in lay-out and equipment

- In 2019, 2 new sites were opened within the Group’s facilities located in Molfetta (BA) and Verona and a fourth site was established in Cagliari.

880 M€

33 M€Vegetable

Fresh-cut

Fruit Fresh-cut

~913 M€

in TTM

Mar.19

(*) Company processing on market intelligence data, TTM March 2019 vs TTM March 2018.

FOOD CONSUMPTION DRIVERS (*)

ITALIAN FRESH-CUT MARKET SIZE (*)

14

F&V DISTRIBUTION : M&A 2019

TARGET DESCRIPTION:

• Sevimpor Distribuidora De Frutas De Importacion, S.L., based in Sevilla (Spain),. is active in banana ripening (mainly canary Island bananas) and distribution of fresh F&V;

• 1 logistic platform of a abt. 2.000 M2, equipped with 19 ripening cells, several cool rooms and a packing area;• Total sales FY 2018 abt.12 M€, with an Adjusted EBITDA of 450 K€ and NFP of 650 K€ (net debt) .

TRANSACTION CONDITIONS:

• Acquisition of 100% finalized in January 2019 by HFL, the Spanish subsidiary of Orsero Group;• Purchase price 1,65 M€, of which 1 M€ already paid, remaining 650 K€ to be paid in 2 installments in Jan. 2020-2021.

TARGET DESCRIPTION :

• Acquisition of Postifruits S.a.s. (Cavaillon - France) which in turns wholly owns Fruttica S.a.s (France), and GP Frutta S.r.l. (Italy);• These companies are integrated in the supply-chain of imported fresh fruit, most notably Italian produce ( grapes 50% of volumes);• 1 logistic platform of a abt. 1.450 m2, equipped with 150 m2 of cool storage (located near an Orsero’s logistic platform);• Sales FY 2018 abt. 24 M€, equal to abt. 20.000 tons marketed, with an Adjusted EBITDA of 2,5 M€. Neutral NFP.

TRANSACTION CONDITIONS:

• Acquisition of 100% finalized in May 2019, carried on by the French subsidiary of Orsero, AZ France;• Purchase price 10 M€ (plus an Earn-out 2020-21 of 0,4 M€), of which 8 M€ already paid, remaining 2 K€ to be paid in 2 installments in May.

2020-2021.

FRUTTICA

Group

SEVIMPOR

TARGET DESCRIPTION:

• Fruttial Cagliari S.r.l. (Sadinia, Italy) is active in banana ripening and distribution of fresh F&V.• 1 logistic platform and 1 poit-of-sale in a General Wholesale Market.• Avg. sales 2018-2017 are abt.16 M€, with an average Adjusted EBITDA of 1,2 M€ and NFP of 2 M€ (net debt) balanced by same amount of

surplus asset

TRANSACTION CONDITIONS:

• Acquisition of remaining 75% finalized in July 2019 via Fruttital S.r.l., the main Itaian subsidiary of Orsero Group.• Purchase price abt. 5,1 M€, of which 4,1 M€ already paid, remaining 1 M€ to be paid after 12 month from transaction date.

FRUTTITAL

CAGLIARI

15

IMPORT & SHIPPING - BANANAS AND PINEAPPLES

• The Import & Shipping segment is a sort of “procurement department” of bananas and pineapples:

- The Orsero Group adopted a vertical organization in the banana and pineapple supply-chain

- Procurement granted by annual agreement with independent growers located in Costa Rica (Banana and Pines), Colombia and Cameroun

(Banana)

- ~ 90% of total imported volumes are sourced on behalf of the same Group's distribution companies ( the balance is sold to third-parties)

• Bananas and pineapples are imported on a weekly basis and marketed (Import stage) when arrived to the EU ports of destination;

- selling prices depend chiefly on the market balance between the offer of produce and the consumers’ demand and on the competitive situation

“RED CALA” SERVICE • Sea transportation is provided by the Group’s own ships, for fruits

coming from Costa Rica and Colombia with destination Southern EU

• The Group’s reefer ships, called «Red Cala», operate a two-way liner

shipping service :

• Eastbound trip: refrigerated cargos transported from Costa Rica and

Colombia to southern Europe, abt. 50% of loaded volume is captive.

• Westbound trip: dry containers loaded in Spain/Italy and discharged

in Dominican Republic and Costa Rica

• Technical details:

- Built in 1999/2000, depreciation period expiring in 2024 (*)

- Loading capacity: ~10.300 pallets, 50% in holds / 50% in reefer

containers on deck

- Length ~189 m, Gross Displacement ~ 14.900 tons

- Each vessel is equipped with 2 side loaders and 2 40 tons cranes

- Vessels subject to periodical full surveys in dry-docks (service is due

in 2019 and 2020 for 2 vessels each year)

• Other origins and volumes to Northern EU are shipped via outsourced

services

(*) Book value equal to 46,5 M€ as of 31 Dec. 2018.

16

COMPETITIVE LANDSCAPE

DISTRIBUTORHorizontally Integrated & wide product range

Production Inbound Logistic ImportSourcing Ripening &

Repacking

• Selective approach on product category

• Economies of scale

• Mainly focused on fresh produce harvested all year long (e.g. bananas and pineapples ) or seasonal (e.g. melons)

• Business model and vertical integration vary form player to player,

• Branding opportunity

• Distribution partnership needed to market their products

Outbound

LogisticWholesale

distribution

• Balanced and broad portfolio (e.g. imported/counter season F&V, local produce, repacking solutions)

• Logistic platform to grant geographical coverage and service level

• Some cases of integration with Producer/Importer (e.g. Orsero Group)

• Few European big players, several regional players and many sub regional small operators.

(*) List to be intended for illustrative purpose and not exhaustive.

During last years, some of major players have been involved in M&A/consolidation phase:- 2015: Chiquita Brands International (US) was bought and delisted jointly by Cutrale Group and Safra Group (BR)- 2017: Fyffes (IR) was bought-out and delisted by Sumitomo Group (JP)- 2018: Total Produce (IR) acquired a 45% stake of Dole Food (US), with an option to buy 6% more.

PRODUCER/IMPORTERvertically integrated & commodity specialist

PLAYERS(*)

MAIN

FEATURES

ACTIVITY

KEY FINANCIALS – H1 2019& MID-LONG TERM STRATEGY

18

H1 2019 HIGHLIGHTS

• Cash dividend of 0,12 €/share, paid in May ‘19, for a total outlay of abt. 2 M€

• M&A 2019:

- Jan. 19, 100% of Sevimpor SL (Spain) for a consideration of 1,65 M€ (announced in 2018)

- May 19, 100% of Fruttica Group(France), total outlay 10 M€ (8 M€ paid, 2 M€ to be settled in 2 yearly instalments)

- July 19, remaining 75% of Fruttital Cagliari (Italy), total consideration of 5,1 M€ (4,05 M€ paid, 1,05 M€ to be paid within 12 months)

• “F.lli Orsero” Brand is positioned as Premium Mass:

- Advertising and communication strategy is keeping its focus on media mix digital oriented

- Field trial of new branding and customer experience: temporary store at Milan Central Station (main aisle); sponsorship and temporary street shop during a pop music event (Jova Beach Party ‘19)

• Distribution revenues are positive by 5% including the perimeter change but mainly due to like-for-like growth

- All in all quite satisfactory performance on volumes and sales;

- Subdued profitability vs very strong performance in H1 2018 as a consequence of unsatisfactory performance of the Frech subsidiary and

unfavourable weather condition in Italy;

- Confirmed focus on diversification of product portfolio and widening of value added product line.

• Convenience products portfolio

- Opening of 3 New cutting centres in Italy (Bari/Molfetta, Verona and Cagliari), profitability-wise the activity is still in the start-up phase;

- Total sales in Italy of abt. 4,1 M€, +58% vs LY, despite challenging weather condition in May (fresh-cut market’s high season is from May to

September).

- New exclusive distributing agreement with a Fresh Smoothies producer for the Italian market (to be implemented from Q4/2019).

• Import & Shipping strongly improves overall Adjusted Ebitda

- Operational efficiency (via the deployment of a time-chartered vessel in addition to the 4 owned ships to keep the service condition while

reducing the speed);

- reintroduction of freight rate adjustment clauses on fluctuation of fuel costs (BAF clause);

- remarkable occupancy rate (load factor): ~ 97 % in H1 2019 vs 90% LY;

- execution of the mandatory maintenance cycles (Dry-dock): Cala Pino (in May/June 2019) and Cala Pula (Aug.2019).

CORPORATE

BUSINESS

19

M€ H1 2019 H1 2018 Total Change

Amount %

Net Sales 492,9 469,7 23,2 4,9%

Adjusted EBITDA 19,3 16,8 2,5 14,6%

Adjusted EBITDA Margin 3,9% 3,6% +33 Bps.

Adjusted EBIT 7,7 9,5 ( 1,9) -19,6%

Adjusted Net Profit 4,0 5,7 ( 1,7) -30,1%

Non-recurring items (net of tax effect) ( 2,9) ( 0,2) Ns ns

Net Profit 1,1 5,5 ns Ns

Adjusted EBITDA Ex. IFRS 16(*) 14,8 16,8 ( 2,0) -12%

M€ H1 2019 FY 2018 Total Change

Amount

Net Invested Capital 284,1 186,2 97,8

Total Equity 150,1 150,2 ( 0,1)

Net Financial Position 133,9 36,1 97,9

Net Financial Position Ex. IFRS 16(*) 72,7 36,1 36,6

NFP Ex. IFRS 16(*)/ Total Equity 0,48 0,24

NFP Ex. IFRS 16(*)/ Adjusted EBITDA 2,36 1,10

EXECUTIVE SUMMARY

• Consolidated Net sales H1 2019 grow to approx. 493 M€, +23 M€ or

+4,9% vs H1 2018

- Distribution is up by abt. 5% despite the downturn of French operations

- Import & Shipping improves by abt. 7%

• Adjusted EBITDA is up 14,6 % (or +2,5 M€) , from 16,8 M€ to 19,3 M€

- Adjusted Ebitda improvement is led by the adoption of IFRS 16 since Jan.19 (+4,5

M€) and by good performances of Import & Shipping (+2,2 M€) partially offset by

Distribution’s operation (- 3,7 M€ mainly due to Franch activities)

• Adjusted EBITDA margin stands at 3,9%, improving of abt. 33 bps. vs the

same period last year

• Adjusted EBIT decreases to 7,7 M€, due to decremented operating

performances

• Adjusted Net profit stands at 4 M€ , excluding non-recurring items

• Total Equity is flat at 150 M€, the period net profit is balanced by

dividend paid

• Net Financial Position Ex. IFRS 16(*) is 72,7 M€ (Net Debt) or 133,9 M€

including FRS 16 adoption :

- Positive Cash generation from continuing operations

- A negative swing of working capital (a mix of seasonal and sales growth effects)

- Operating capex close to 11 M€ due to investments in distributing facilities and

dry-docking of 1 vessel

- M&A activity absorbs 12 M€

- abt. 2 M€ of dividends paid by the parent company

(*) Data excluding the effect of IFRS 16 adoption, consisting chiefly in the recognition of incremental Adjusted Ebitda and NFP of respectively 4,5 M€ and 61,2 M€.(**) NFP Ex. IFRS 16/ Adjusted EBITDA is calculated on a rolling basis, i.e. the Adjusted EBITDA from 1/7/2018 to 30/6/2019.

(**)

20

-3,72,2 -0,48

4,5

15,611,8

14,7

3,3

5,5

7,0

-2,1 -2,6 -2,4

21,27,6 -0,01 -5,6

427,0 448,2

111,3118,9

6,36,3

-74,9 -80,6

Adjusted EBITDA H1 2019 is 19,3 M€, up 2,5 M€ vs LY.

- Distribution Adj. Ebitda Ex. IFRS 16(*) declines by 3,7 M€ vs H1 2018 (whose results were

particularly strong):

‣ Main reason is the lack of profitability in France due to lower sales and volumes

marketed coupled with some operational issues

‣ rest of operations are quite satisfactory despite unfavourable weather condition in Italy

- Import & Shipping Adj. Ebitda Ex. IFRS 16 (*) improves by 2,2 M€ :

‣ better freight rate in USD, carried volumes +6,8% (load factor ~97%)

‣ Efficency due to new sailing schedule in abt 35 days for the round trip instead of 28

days

- Service/Holding achieved lower Adj. Ebitda Ex. IFRS 16 (*) due to subdued returns of customs

services and higher holding costs,

- IFRS 16(*) adoption has a positive effect of 4,5 M€

Adjusted EBITDA margin is abt. 3,9 % or 3,0 % excluding IFRS 16(*)

NET SALES AND ADJ. EBITDA H1 2019

ADJUSTED EBITDA VARIANCE (M€)

16,8 19,3

DISTRIBUTION IMPORT & SHIPPING

SERVICE/HOLDING

ADJ. EBITDAH1 2019

ADJ. EBITDAH1 2018

-2 M€-12% y.o.y

NET SALES VARIANCE (M€)

Net sales H1 2019 stands close to 493 M€, equal to an increase of

abt. 23 M€ or + 4,9% vs H1 2018.

- Distribution Segment is up abt. 5%, including M&A (**) , and up 3,3% at

constant perimeter

‣ Good sales momentum in Spain and Italy

‣ Declining sales in France

- Import & Shipping by abt. 7%,

‣ increased transported volumes for shipping services of 3rd parties

- Service/Holding sales are flat

- Inter-segment eliminations are 5,6 M€ higher than last year

469,7 492,9

+5,0%

M&A+7,3M€

+6,9% -0,2%

NET SALESH1 2018

DISTRIBUTION IMPORT & SHIPPING

I/S ELIMINATIONS

NET SALESH1 2019

SERVICE/HOLDING

IFRS 16 (*)ADJ. EBITDAEX. IFRS 16

H1 2019

14,8

Total change

+2,5 M€

Total change

+23,2 M€

+4,9%

(**) Pro-rata revenues of companies acquired in 2019 amount to 7,3 M€ (Sevimpor from Jan.19 and Fruttica from Apr.19).

(*) Data excluding the effect of IFRS 16 adoption, the incremental Adjusted Ebitda is 4,5 M€ and consists of: 2,8 M€ Distribution BU, 1,5 M€ Import & Shipping BU and 0,2 M€ Service BU.

21

CONSOLIDATED NET PROFIT

• Adjusted Net Profit H1 2019, excluding the non recurring impact and their tax effect, stands at 4 M€, 1,7 M€ lessthan last year.

• Non-recurring adjustments H1 2019 equal to a loss of 2,9 M€, net of tax, mainly due to

- one-off costs related to Simba duty litigation (see press release on 10 July 2019)

- other non-recurring costs mainly related to Star listing process and M&A activity

- Consolidated Net Profit for the I semester of 2019 is abt. 1,1 M€

ADJUSTED NET PROFIT VARIANCE (M€)

-0,2

-2,0

-0,2-0,5

1,1

-0,04

-2,95,5 5,7

4,0

1,1

Net Profit

H12018

Non-recurring

H12018

Adj. Net Profit

H12018

Adj. Ebitda Ex.

IFRS 16

D&A / ProvisionsFinancial Items /

Share of Profit

Tax IFRS 16 Adj. Net Profit

H12019

Non-recurring

H12019

Net Profit

H12019

Total change

-1,7 M€

(*) Data excluding the effect of IFRS 16 adoption, consisting chiefly in the recognition of incremental Adjusted Ebitda and NFP of respectively 4,5 M€ and 61,2 M€.

(*)

22

1,1 -2,0 0,91,1 0,9

150,2 150,1

6,5-17,8

-11,2 -2,0-12,1

-61,2

36,172,7

133,9

• Total Shareholders’ Equity reaches the amount of 150 M€, almost unchanged compared with the end of 2018:

- Net profit of the period contributes of circa 1,1 M€

- dividend paid in May 2019 of abt. 2 M€ (0,12 €/share for each

outstanding ordinary shares excluding treasury shares)

- Other equity effects for a comprehensive positive impact of + 0,9

M€ (including MTM impact of hedging instruments)

• At the end of June 2019, the Group NFP excluding the impact of IFRS 16(*)is equal to abt. 72,7 M€ , or 134 M€ including IFRS 16:

- Positive cash flow generation, abt. 6,5 M€,

- Commercial networking capital (NWC) absorption of 17,8 M€ due

to seasonal fluctuation (see NWC evolution on the right) and sales

growth,

- Operating Capex, equal to 11,2 M€, most significant items are :

1,7 M€ fresh-cut project in Italy; 1,4 M€ for dry-docking first phase; 2 M€ for a

new ripening rooms and cooling equipment in France; 1 M€ for the preparation

of the new warehouse of Dos Hermanas in Spain; 1M€ first tranche of Verona

warehouse enlargement;

- Cash dividend paid by the parent company abt. 2 M€

- M&A (Sevimpor, Fruttica Group) for an outlay of 12,1 M€27,446,2

56,543,0

55,0

32,450,3

Dec. 2016 Jun. 2017 Jun. 2017

pro-forma

Dec. 2017

pro-forma

Jun. 2018 Dec. 2018 Jun.2019

(**) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.

+12 M€-13,5 M€

M&A

+10,3 M€

CONSOLIDATED NET EQUITY AND NFP

NET EQUITY VARIANCE (M€)

NET FINANCIAL POSITION VARIANCE-ILLUSTRATIVE (M€)

+18,8 M€

HALF-YEARLY COMMERCIAL NWC EVOLUTION (M€)

-22,6 M€ +17,8 M€

NFPH1 2018

NFPH1 2019

Net ImpactIFRS 16

NFPH1 2019

Ex. IFRS 16(*)

Op. Capex

Comm.NWC

Cash Flow

Dividend M&A

(*) Data excluding the effect of IFRS 16 adoption, consisting chiefly in the recognition of incremental Adjusted Ebitda and NFP of respectively 4,5 M€ and 61,2 M€.

(**)

Net EquityFY 2018

Net EquityH1 2019

OthersDividendNet ProfitH1 2019

23

The Group's strategy is to keep focusing on its core business, with particular regard to fresh fruit and vegetables, strengthening its

competitive position in southern Europe, while maintaining a solid financial and asset structure.

In the coming years, the Distribution BU revenue growth drivers will be:

- organic growth, which in turn is based on some development guidelines:

∙ limited but steady increase of consumption of fresh Fruit and Vegetables,

∙ consolidation of the European distribution market,

∙ development of products with a greater level of "convenience“/ service such as fresh-cut fruit, portioned and prewashed fruit, exotic fruit and fresh smoothies.

- growth by external lines:

∙ acquisitions in the distribution sector;

∙ investment in companies specialized in market segments or high potential product lines, e.g. berries.

- reduction of the dependence on bananas, by increasing the weight of the other products.

Medium-long term: increase from ~1% to ~10% the share of distribution sales from all new and added-value product families

MID-LONG TERM STRATEGY

Import activity maintaining the current position in green banana and pineapples,

- search for attractive partnerships with growers

- monitoring of EUR/USD exchange rate;

Shipping, preserve the value of the ship and trying to mitigate the exposure to the operational risks of this activity:

- Execution of the mandatory maintenance cycles (Dry-dock),

- Reduction of fuel consumption,

- Reintroduction of freight rate adjustment clauses on fluctuation of fuel costs (BAF clause)

IMO – MARPOL 2020, from 1 Jan. 2020, new environmental regulation promoted by the IMO to curb Sulphur emission.

DISTRIBUTION

SEGMENT

IMPORT &

SHIPPING

ORSERO

APPENDIX

25

CONSOLIDATED INCOME STATEMENT

a b c= a + b

Amounts in €/00030/6/2019

No IFRS 16 %

IFRS 16

Effect

Reported

30/6/2019 %

Reported

30/06/2018 %

Reported

31/12/2018 %

Net sales 492.895 100,0% - 492.895 100,0% 469.723 100,0% 952.756 100,0%

- cost of goods sold (453.661) -92,0% 308 (453.353) -92,0% (430.152) -91,6% (874.801) -91,8%

Gross Profit 39.234 8,0% 308 39.542 8,0% 39.572 8,4% 77.956 8,2%

- overheads (33.619) -6,8% 92 (33.526) -6,8% (31.400) -6,7% (67.016) -7,0%

- other income and expenses (1.354) -0,3% - (1.354) -0,3% 1.126 0,2% 412 0,0%

Operating Result (Ebit) 4.261 0,9% 401 4.662 0,9% 9.297 2,0% 11.352 1,2%

- net financial expenses (1.661) -0,3% (436) (2.097) -0,4% (1.274) -0,3% (2.461) -0,3%

- result from investments 34 0,0% - 34 0,0% 190 0,0% 2.350 0,2%

Profit before tax 2.634 0,5% (35) 2.599 0,5% 8.212 1,7% 11.241 1,2%

- tax expenses (1.488) -0,3% - (1.488) -0,3% (2.667) -0,6% (3.239) -0,3%

Net profit from continuing operations 1.146 0,2% (35) 1.111 0,2% 5.545 1,2% 8.002 0,8%

- Net profit of "discontinued operations" - - - - -

Net profit 1.146 0,2% (35) 1.111 0,2% 5.545 1,2% 8.002 0,8%

- attributable to non-controlling interests 198 - 198 171 29

- attributable to parent company 948 (35) 913 5.375 7.974

INCOME STATEMENT ADJUSTMENTS:

ADJUSTED EBITDA 14.781 3,0% 4.478 19.259 3,9% 16.806 3,6% 32.857 3,4%

D&A (6.606) -1,3% (4.077) (10.683) -2,2% (6.380) -1,4% (13.673) -1,4%

Provisions (902) -0,2% - (902) -0,2% (887) -0,2% (1.706) -0,2%

LTI Plan - 0,0% - - 0,0% 0,0% (2.142) -0,2%

Non recurring Income 558 0,1% - 558 0,1% 233 0,0% 279 0,0%

Non recurring Expenses (3.570) -0,7% - (3.570) -0,7% (475) -0,1% (4.263) -0,4%

Operating Result (Ebit) 4.261 0,9% 401 4.662 0,9% 9.297 2,0% 11.352 1,2%

(*) The incremental Adjusted Ebitda is abt. 4,5 M€ and consists of: 2,8 M€ Distribution BU, 1,5 M€ Import & Shipping BU and 0,2 M€ Service BU.

(*)

26

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Amounts in €/00030/6/2019

No IFRS 16

IFRS 16

Effect

30/06/2019

Reported

31/12/2018

Reported

- goodwill 43.655 - 43.655 32.975

- other intangible assets 5.266 - 5.266 5.057

- tangible assets 109.177 61.199 170.376 103.145

- financial assets 8.195 - 8.195 8.919

- other fixed assets 6.448 - 6.448 6.080

- deferred tax assets 9.849 - 9.849 9.277

Non-Current Assets 182.589 61.199 243.789 165.453

- inventories 37.454 - 37.454 35.838

- trade receivables 136.964 - 136.964 109.360

- current tax receivables 19.655 - 19.655 17.210

- other current asset 11.686 - 11.686 9.014

- cash and cash equivalent 51.110 - 51.110 76.285

Current Assets 256.869 - 256.869 247.706

Assets held for sale - - - -

TOTAL ASSETS 439.458 61.199 500.658 413.160

Amounts in €/00030/6/2019

No IFRS 16

IFRS 16

Effect

30/06/2019

Reported

31/12/2018

Reported

- share capital 69.163 - 69.163 69.163

- reserves 79.338 - 79.338 72.567

- net result 948 (35) 913 7.974

d 149.449 (35) 149.414 149.704

Non-Controlling Interest 714 - 714 475

TOTAL SHAREHOLDERS' EQUITY 150.163 (35) 150.128 150.178

- non-current financial liabilities 80.863 53.099 133.962 82.984

- other non-current liabilities 414 - 414 482

- deferred tax liabilities 5.273 - 5.273 5.451

- provisions for risks and charges 4.909 - 4.909 2.697

- employees benefits liabilities 8.774 - 8.774 8.559

NON-CURRENT LIABILITIES 100.234 53.099 153.333 100.173

- current financial liabilities 43.056 8.136 51.192 29.387

- trade payables 124.131 - 124.131 112.751

- current tax and social security

liabilities8.223 - 8.223 7.316

- other current liabilities 13.652 - 13.652 13.354

CURRENT LIABILITIES 189.061 8.136 197.197 162.808

Liabilities held for sale - - -

TOTAL LIABILITIES AND EQUITY 439.458 61.199 500.658 413.160

27

NET SALES

Net sales FY 2015 FY 2016 FY 2017 FY 2018 H1 2018 H1 2019

M€ pro-forma reported

Distribution 490,1 555,7 851,6 869,1 427,0 448,2

Var. y.o.y. 13,4% 53,2% 2,1% -0,1% 5,0%

Import & Shipping 227,4 233,8 218,0 210,6 111,3 118,9

Var. y.o.y. 2,8% -6,8% -3,4% -7,6% 6,9%

Service 14,3 13,5 13,4 14,0 6,3 6,3

Var. y.o.y. -5,7% -0,8% 4,8% -4,2% -0,2%

Inter Segment ( 114,4) ( 118,0) ( 145,1) ( 141,0) ( 74,9) ( 80,6)

Net Sales 617,4 685,0 937,8 952,8 469,7 493,0

Var. y.o.y. 10,9% 36,9% 1,6% -0,8% 5,0%

Adjusted EBITDA FY 2015 FY 2016 FY 2017 FY 2018 H1 2018 H1 2019 H1 2019 H1 2019

M€ pro-forma Reported IFRS 16 Ex. IFRS 16

Distribution 11,1 15,7 29,1 31,1 15,6 14,7 2,8 11,8

Adjusted Ebitda Margin % 2,3% 2,8% 3,4% 3,6% 3,6% 3,3% 2,6%

Import & Shipping 21,5 24,9 7,1 5,7 3,3 7,0 1,5 5,5

Adjusted Ebitda Margin % 9,5% 10,6% 3,2% 2,7% 3,0% 5,9% 4,6%

Service/Holding ( 4,4) ( 5,4) ( 4,8) ( 4,0) ( 2,1) ( 2,4) 0,2 ( 2,6)

Adjusted Ebitda 28,2 35,2 31,3 32,9 16,8 19,4 4,5 14,9

Adjusted Ebitda Margin % 4,6% 5,1% 3,3% 3,5% 3,6% 3,9% 3,0%

SEGMENT REPORTING HIGHLIGHTS - FY 2015- H1 2019

(*) Intersegment eliminations are for the vast majority attributable to the sales of bananas and pineapples sourced by the Import & Shipping Segment to the Distribution Segment.(**) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.

(*)

(**)

(**)

ADJUSTED

EBITDA

28

IMPLEMENTATION OF IFRS 16 – LEASES

IFRS 16-Leases main features:

The standard, effective for annual account beginning after 1 January 2019, has the following implications:

- Setting a single model for lessees, removing the distinction between operating and finance leases, recognizing all leasing on the balance

sheet through an asset representing the rights to use the leased item and a liability for the obligation to make lease payments.

- Changing the nature of the costs related to the leases, replacing the accounting of the costs for operating leases with the amortization

of the right of use and the financial charges arising from the lease as net borrowing

IFRS 16 impact on 2019 (*):

• Adjusted EBITDA will be significantly higher than under the current accounting standards as expenses related to operating leases are no

longer included.

• Net profit will decrease slightly due to incremented financial expenses.

• Invested Capital and Net Financial Position will be higher to take into consideration the Rights of use of assets and the corresponding Liability.

(*) Estimated impact, unaudited, subject to possible material change.

Thousands of euroLands and

buildings

Plant and

machinery

Industrial and

commercial

equipment

Other tangible

assetsTotal

Carrying amount - - - - -

Accumulated depreciation - - - - -

Balance at December 31, 2018 - - - - -

Change of year:

Reclassification at January 1, 2019 52.589 312 7.108 667 60.675

Changes of consolidated 237 - - - 237

1s t

semester 2019 increases 293 - 4.053 19 4.365

Depreciations ( 2.648) ( 41) ( 1.256) ( 132) ( 4.077)

Carrying amount 53.118 312 11.161 686 65.276

Accumulated depreciation ( 2.648) ( 41) ( 1.256) ( 132) ( 4.077)

Balance at June 30, 2019 50.470 271 9.905 553 61.199

As far as Orsero Group is concerned, the

impact is significant given the existence of

numerous concession and/or lease contracts

for warehouses and sales outlets on the

general wholesales markets, as well as

operating leases on the reefer container fleet

used by the maritime company.

In the table on right the details by nature of

asset as of 30 June 2019.

29

• Y.o.y. = year on year,

• Abt. = about

• Adjusted ebitda = Earning Before Interests Tax, Depreciation and Amortization excluding non-recurring items and figurative costs related to LT incentives

• AGM = Annual General Meeting

• Approx. = Approximatively

• BAF = Bunker Adjustment Factor

• BC = Business Combination

• BoD = Board of Directors

• Bps. = basis points

• BU = Business Unit

• D&A = Depreciations and Amortizations

• EBIT = Earnings Before Interests Tax

• EBITDA = Earnings Before Interests Tax Depreciations and Amortizations

• F&V = Fruit & Vegetables

• FTE = Full Time Equivalent

• FY = Full Year

• HFL = Hermanos Fernández López S.A.

• HY = first half (i.e. period 1/1/2018 – 30/6/2018)

• I/S = Inter Segment

• LFL = Like for like

• LTI = Long- Term Incentive

• M&A = Merger and Acquisition

• MLT = Medium Long Term

• MTM = Mark to market

• NFP = Net Financial Position, if positive is meant debt

• NS = Not significant

• PBT = Profit Before tax

• Plt. = Pallet

• PY = previous year or prior year

• SPAC = Special Purpose Acquisition Company

• TTM = Trailing 12 months

• M = million

• K = thousands

• € = EURO

• , (comma) = separator of decimal digits

• . (full stop) = separator of thousands

DEFINITIONS & SYMBOLS

ORSERO SPAwww.orserogroup.it

Edoardo Dupanloupinvestor.relations@orserogroup.it

Stock Exchange Information:Trading Platform : AIM Italia/Mercato Alternativo del Capitale

NOMAD : Banca Akros S.p.A.SPECIALIST: CFO SIM S.p.A.

Shares : ISIN - IT0005138703 Ticker Bloomberg “ORS.IM” / Ticker Thomson Reuters “ORSO.MI”