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Not for publication, distribution or release, directly or indirectly, in or into

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jurisdiction where it is unlawful to distribute this presentation

Rhodes Food Group Holdings

Investor presentation

Management roadshow | 15 - 25 September 2014




IMPORTANT NOTICE (DISCLAIMER)

2

This document has been prepared by Rhodes Food Group Holdings Limited (the “Company”). For the purposes of this notice, the presentation that follows (the

“Presentation”) shall mean and include the slides that follow, the oral presentation of the slides by the Company, any question-and-answer session that follows that oral

presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation. By attending the meeting at which the Presentation

is made, or by reading the Presentation slides, you will be deemed to have (i) agreed to all of the following restrictions and made the following undertakings and (ii)

acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the Presentation.

The Presentation is private and confidential, has been furnished to you solely for your information and may not be reproduced, redistributed or disclosed in any way, in

whole or in part, directly or indirectly, to any other person without the prior written consent of the Company. The maintenance of the absolute secrecy of the information

contained in the Presentation is of paramount importance to the Company, its business and financial prospects.

Your obligations as set out in this notice will continue in respect of the information contained in the Presentation until such time as, and then only to the extent that, any

such information is made available to the public. The Company may not be making the information contained herein public, except to the extent required by law or

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The information contained in the Presentation, including market information from third parties, has not been independently verified and no representation or warranty,

express or implied, is made as to, and no reliance should be placed, on the fairness, accuracy, completeness or correctness of the information or opinions expressed

herein. The information and opinions contained in this Presentation do not purport to be comprehensive, are provided as at the date of the document and are subject to

change without notice. The Company is not under any obligation to update or keep current the information contained in the Presentation. The Company, its

subsidiaries, or any of their respective affiliates, directors, officers, employees, agents, Morgan Stanley & Co. International plc, Rand Merchant Bank, a division of

FirstRand Bank Limited, Renaissance Securities (Cyprus) Limited or any other person shall have no liability whatsoever (in negligence or otherwise) for any loss

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Presentation and any proposed offering of the Company’s shares and will not be responsible to anyone other than the Company for providing the protections afforded

to their respective clients nor for giving advice in relation to any proposed offering of the Company’s shares.

This Presentation and the information contained herein are not for distribution in or into the United States of America. This document does not constitute an offer to sell,

or a solicitation of an offer to purchase, any securities in the United States. The securities described herein have not been and will not be registered under the U.S.

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the Companies Act, No. 71 of 2008 (as amended) or otherwise (the “Act”) and will not be distributed to any person in South Africa in any manner which could be

construed as an offer to the public in terms of the Act.

Neither this Presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. Any

failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws. The Presentation is also not for

publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or

transmitted into such jurisdiction and persons into whose possession this Presentation comes should inform themselves about and observe any such relevant laws.

Statements in the Presentation, including those regarding the possible or assumed future or other performance of the Company or its industry or other trend

projections, constitute forward-looking statements. By their nature, forward-looking statements involve known and un-known risks, uncertainties, assumptions and other

factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. Such factors may

cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no assurance

is given that such forward-looking statements will prove to have been correct. They speak only as at the date of the Presentation and the Company undertakes no

obligation to update these forward-looking statements.




PRESENTATION TEAM

3

Bruce Henderson

Chief Executive Officer

15 years with Rhodes

Food Group

Over 20 years in the food

industry

Tiaan Schoombie

Chief Financial Officer

14 years with Rhodes

Food Group

Over 20 years in the food

industry




I. Offering summary

II. Rhodes Food Group at a glance

III. Investment highlights

IV. Financial performance

V. Annexures

Segmental overview

Financial statements

Corporate governance




OFFERING SUMMARY

5

Issuer Rhodes Food Group Holdings Limited (the “Company” or “RFG”)

Offer Price Range R10.50 – 13.50 per share

Offer

Primary: up to 57 142 857 new Ordinary Shares

Secondary: 42 750 000 Ordinary Shares, offered pro rata by Selling Shareholders1

Overallotment Option: up to 9 989 286 Ordinary Shares (up to 10% of the offering), offered

by Capitalworks only

Offer size Approximately R1 100 m, with free float of approximately 40%

Primary:secondary Approximately 54%:46%, excluding Overallotment Option

Selling Shareholders Capitalworks (71%)2, Management (29%)

Lock-up Period 360 day lock-up for Management

180 day lock-up for Capitalworks and the Company

Use of proceeds

Invest in capacity expansion

Reduce debt

Create greater balance sheet flexibility

Listing Johannesburg Stock Exchange (main board); Food Products (sector); RFG (share code)

Joint Global

Coordinators Morgan Stanley, Rand Merchant Bank, Renaissance Capital

Indicative timing Roadshow and bookbuilding: 15 September – 25 September

Book closing and pricing: 25 September

Notes: 1) Represents approximately 25% of Selling Shareholders’ holding

2) Collectively, the SA Fund, SAIP I and SAIP II, which hold, in aggregate, 71.05% of the Ordinary Shares (equivalent to 72.50% of the fully diluted shares)




USE OF PROCEEDS

6

Use of gross primary proceeds from IPO (R600

million)

Notes: 1) The subordinated funding comprises shareholder loans (and accrued interest thereon) and funding preference shares (and accrued dividends related thereto), which will

together amount to a total of R257 million at 30 September 2014

2) 2017 and beyond

Source: Company data

Unlock potential and long-term financial targets

Invest in capacity expansion

Settle subordinated funding (R257 million)1

Settle mezzanine loan facility (R169 million)

Provide greater balance sheet flexibility

Create currency to accelerate RFG’s

strategic growth plan

Total planned CAPEX of over R229 million

(incl. R131 million for capacity expansion) in

2014-2015

Target expansion CAPEX returns of 18%-25%

R76 million of finance cost savings, owing to

renegotiated loan rates (2015) and settlement

of funding

Target gross margin of >30%, EBIT margin of

>10%2

Sufficient financial capacity for selective

acquisitions




I. Offering summary




V. Annexures

Segmental overview






LEADER IN CONVENIENCE MEAL SOLUTIONS

8 Notes: 1) Includes only two months of Bull Brand

2) Adjusted for once-off transaction costs of R23.9 million relating to the Group Restructuring

Sources: Rhodes Food Group Annual Financial Statements 2012-2013; Interim Financial Statements for the nine month period ended and as at 29 June 2014

Long-life Foods Fresh Foods

Rhodes Food Group

2013 Sales: R1 859 m1 2013 EBITDA: R227 m1,2

9M14 Sales: R1 770 m 9M14 EBITDA: R195 m

Regional

International

Main products

Canned fruits and

vegetables, jams, canned

meat

Ready meals, pies and

pastries, dairy products

Canned fruits and fruit juice

purees and concentrates

Market

positions

Leading producer in SA with

a strong product (private

label and branded) portfolio

Consistent market share

gains vs. competitors

SSA expansion potential

Long-term exclusive

partnership with

Woolworths (20+ years)

New supply agreement in

pies (July 2014)

Expansion to other

channels, such as food

service

Long-term supplier to global

retail and premium branded

customers

Sales (2013)

Sales CAGR

(2011-2013)

R463 m1

17.1%

R702 m

7.3%

R694 m

25.8%

and others




PROVEN AND CONSISTENT GROWTH, BOTH ORGANIC AND THROUGH M&A

9

Revenue growth EBITDA growth

1 386 1 558

1 859

1 316

1 770

2011 2012 2013 9M13 9M14

Revenue

Notes: 1) EBITDA has been adjusted for once-off transaction costs of R23.9 million relating to the Group Restructuring

2) The inclusion of Bull Brand’s earnings for the nine months to June 2014 has had the effect of diluting margins for the Regional Segment. This has been offset by margin

expansion in the International Segment. As at the Last Practicable Date, margins for the Company are broadly in line with those achieved for the first three quarters of 2014

Sources: Rhodes Food Group Annual Financial Statements 2012-2013, Interim Financial Statements for the nine month period ended and as at 29 June 2014

1896

Company

established

(deciduous fruit

business)

1999

Acquired by

Swaziland Fruit

Canners and

renamed Rhodes

Food Group

2013

Relocation of jam plant

Acquisition of Bull Brand

Entry into canned meat

2012

Management buyout (led by

Capitalworks) to fuel future

business growth

2014

Supply agreement with

Corner Bakery

2010

Construction of a brand

new ready meals plant

(Gauteng)

Acquisition of

Del Monte

SA

Industry consolidation

and significant fruit

canning capacity

expansion

2007

Acquisition of Giants

Canning

Entry into canned

vegetables

2004

Acquisition of Magpie

Entry into pies

R m

102

163

227

148

195

7.3%

10.4%

12.2% 11.3% 11.0%

2011 2012 2013 9M13 9M14

EBITDA EBITDA margin

1

1

R m

2




STRATEGY

10

To be the supplier of choice across our markets for fresh, frozen and long-life meal solutions

Diversified food

group

Ensure diversity across products, customers, regions and revenue streams

Operate primarily in the domestic market and high growth Sub-Saharan countries

Export long-life products to international markets

Identify additional markets, channels or products with high growth potential

Value add meal

solutions

Offer convenience food in fresh, frozen and long-life formats

Cater for meal solution needs across customer income groups

Ensure continuous innovation in products, processes and packaging

Market leading

brands

Produce trusted own brands

Maintain #1 or #2 in each target product category

Complement organic growth with value accretive acquisitions

Accelerate growth in new segments or markets through acquisitions and product launches

Partnerships with

industry leaders

Produce for selected private label programs

Extend existing partnerships to customers in new categories and target geographies

Establish new long-term relationships with local and international customers

World-class

manufacturing

facilities

Continuous investment in state-of-the-art technology and production processes

Facilities located close to end markets and/or sources of raw materials

Production sites certified to international standards




I. Offering summary




V. Annexures

Segmental overview






INVESTMENT HIGHLIGHTS

12

1 Attractive core markets with significant growth potential

2 Major food producer that has long-term relationships with domestic and international customers

4 Well-located, world-class production facilities

5 Experienced management with proven track record of profitable growth

6 Growth through organic development, investment and acquisition

3 Market-leading brands and continuous innovation leadership in packaging, processes and products




13

ATTRACTIVE CORE MARKETS WITH SIGNIFICANT GROWTH

POTENTIAL 1 1 2 3 4 5 6

Notes: 1) Average net income per capita in USD for the middle 60% of the population. Net income represents employment benefits, investment, social security benefits and other income less

tax

2) Living Standards Measure (LSM) determined by access to services and durables and geographic indicators. LSM 7 – 10 considered to be the middle to upper class of the South

African population

Source: BMI

3.3 5.7 6.0

9.1 3.6

5.1 5.5

8.0 4.8

7.5

0

10

20

30

40

2008 2013

Ready Meals Canned/Preserved FoodFrozen Processed Food Chilled Processed FoodSoup Sauces, Dressings & CondimentsDessert Mixes Dinner Mixes

South Africa Meal Solutions market

24.5

37.0

7.3%

8.6%

11.3%

7.6%

R bn

Rhodes

Foods Group

Core

Categories

CAGR

2008–2013

Source: Euromonitor

Euromonitor indicates the Meal Solutions market has grown at 8.6% p.a. in South Africa (2008 - 2013), Ready Meals

being one of the fastest growing sub-categories

– Rhodes’ products cover c.75% of the value of the South African Meal Solutions market

According to IMF; GDP per capita to grow at 2% annually in South Africa and 5% in Sub-Saharan Africa (2014 - 2018)

– BMI projects middle income1 to grow at 6% annually in South Africa and 5-12% annually in other Sub-Saharan

African countries, such as Ghana, Kenya, Namibia, Nigeria and Uganda (2014 - 2018)

– South Africa’s LSM 7–102 population has grown at 8% annually from 2004 to 2013, according to SAARF

Positive macroeconomic fundamentals reflected in rising individual income, livings standards and urbanisation

contribute to a growing consumer segment which values and can afford convenience foods

0

375

750

1,125

1,500

2008 2010 2012 2014 2016 2018

Ghana Kenya Namibia

Nigeria Uganda South Africa

CAGR

2014–2018 US$

Regional middle income per capita growth1

6.1%

4.5%

8.0%

10.8%

11.3%

11.6%

Sources: Business Monitor International (BMI), Euromonitor, International Monetary Fund (IMF), South African Advertising Research Foundation (SAARF)



jurisdiction where it is unlawful to distribute this presentation POSITIONED FOR EXPANSION AND GROWTH ACROSS

SUB-SAHARAN AFRICA

14

1 1 2 3 4 5 6

Strong brands well positioned for geographic

expansion

Long-term relationships

13% market share in canned vegetables and 23% in

canned fruits for the Rhodes brand1

Bull Brand’s market share of 39%1

86% Bull Brand awareness2

Rhodes and Bull Brand outperformed3 their competitors

during last several years

Distributors Retailers

SSA countries where RFG is

present (population covered

c.170 m)

Notes: 1) Market shares in South Africa for 12 months ended Apr-14

2) Spontaneous awareness; survey based on 500 respondents

3) The Company’s market share growth for canned fruits, vegetables, jams and

canned meat exceeded market share growth for each of top-5 competitors (from

Apr-2010 (LTM) to Apr-2014 for canned fruits, vegetables and jams and from Apr-

2013 (LTM) to Apr-2014 (LTM) for canned meat)

Private label

Sources: Retailer Scanning data processed by Aztec South Africa (market shares in retail channel, in retail prices) for market shares; BMI research, December 2012 for brand awareness;

World Bank for population data



jurisdiction where it is unlawful to distribute this presentation INTERNATIONAL OPPORTUNITY FUELLED BY STRONG

DEMAND IN ASIA 1 1 2 3 4 5 6

Asian region is one of the major customers of SA

canned fruits Selected attractive markets and products in Asia

Swazican is the world’s leading manufacturer of

grapefruit products

The UK is the largest market for grapefruit

segments where RFG has 22% market

share

RFG produces ruby grapefruit in

an innovative shelf-stable plastic cup

Australasia

10% of sales

Middle East &

Russia

10% of sales Europe

36% of sales US & Canada

15% of sales Far East

29% of sales

South African canned deciduous fruits are supplied

globally and are respected for their superior quality

Far East is a strategic region for RFG, which already

accounts for 29% of international sales

Total Asian population exceeds 4.4 bn – c.4x more than

African population

Accelerated demand for canned fruits from Asia is

expected to boost total export

CAGR’10-’12

18%

30%

Significant import of canned peaches from SA for

specialty markets due to its firm texture and rich color

Opportunity to expand export sales since South Africa

struggles to satisfy the full demand

15

Breakdown of Company’s international sales by regions

Sources: Company data, Euromonitor data for population

Peach exports to China

Citrus products

SA peaches export to China

84 110

141 8 557

11 464 12 001

2010 2011 2012

Value, R m Volume, tonnes

Source: DAFF – Customs export data




LONG-TERM RELATIONSHIPS WITH KEY CUSTOMERS

16 Source: Company data

Branded products Retail customers

Over 20 years

Over 10 years

Over 20 years

Over 5 years

South Africa Europe Australia

Over 20 years

Over 10 years

Over 20 years Over 5 years

High product quality and business standards are reflected in an extensive track record of growing and fostering customer

partnerships with leading global customers

Strong client portfolio provides experience and credentials to extend relationships to new end customer groups and

geographies

Globally

2 1 2 3 4 5 6




Woolworths’ product categories RFG has integrated relationships with its key

customers, including Woolworths, which create co-

dependence

Relationships together with quality and the technical

nature of RFG’s manufacturing and logistics

processes, facilitate product development and are

effective barriers to entry

RFG’s exclusive relationship with Woolworths dates

back to the 1980s and the partnership has been

expanding ever since

RFG currently supplies Woolworths with the following

product groups:

Fresh and frozen ready meals (exclusive

arrangement on a national basis) – current

product portfolio amounts to 145 SKUs

Ayrshire milk and cream (exclusive supply in the

Western Cape and Eastern Cape)

Specialty cheeses

Pies and pastries

RFG expects to continue to expand its ready-made

meals portfolio in conjunction with Woolworths, which

has a strategic focus on fresh products and is

accelerating the growth of its fresh food trading

space


WELL-ESTABLISHED AND MUTUALLY BENEFICIAL

PARTNERSHIPS 2 1 2 3 4 5 6

Ready-made meals

Pies and pastries

Dairy products

17




13%

14%

62%

11%

MAJOR FOOD PRODUCER WITH SIGNIFICANT MARKET

SHARE GROWTH

18

Rhodes Food Group: total producer market share1 in South Africa (branded and private label products)

Note: 1) Market share represents a moving annual total for May 2013 – April 2014 (market share over the course of the previous 12 months)

Source: Retailer Scanning data processed by Aztec South Africa (market shares in retail channel, in retail prices)

2

41.2%

43.0%

9.0%

2.6%

32.7%

44.8%

12.0%

3.5%

RFG

Tiger Brands

Private label #1

Goldcrest

Apr 2014 (LTM) Apr 2010 (LTM)

Canned fruits

14.4%

56.3%

13.0%

5.0%

7.1%

64.1%

10.1%

7.2%

RFG

Tiger Brands

Private label #1

Private label #2


Canned vegetables

36.8%

49.8%

4.4%

1.8%

29.5%

56.4%

7.1%

0.5%

RFG

Tiger Brands

Private label #1

Private label #2


Jams

61.0%

22.4%

5.6%

2.9%

59.2%

22.4%

5.6%

3.1%

RFG

Enterprise

Heinz

Namibia Meat


Canned meats and meals

Canned retail market

breakdown by category

(Apr 2014 LTM,

by value)

1 2 3 4 5 6




MARKET-LEADING BRANDS

Market performance1 and position of selected Rhodes own brands

Note: 1) Market share represents a moving annual total (market share over the course of the previous 12 months)

Source: Retailer Scanning data processed by Aztec South Africa (market shares in retail channel, in retail prices)

Canned fruits

Apr 2010(LTM)

Apr 2014(LTM)

Canned deciduous fruits

Apr 2010(LTM)

Apr 2014(LTM)

2 2

Canned pineapples

Apr 2010(LTM)

Apr 2014(LTM)

1 1

Jams

Apr 2010(LTM)

Apr 2014(LTM)

2 2

Canned vegetables

Apr 2010(LTM)

Apr 2014(LTM)

4 2

Canned tomato

Apr 2010(LTM)

Apr 2014(LTM)

4 2

Tomato paste

Apr 2010(LTM)

Apr 2014(LTM)

3 1

Canned meats and meals

Apr 2013(LTM)

Apr 2014(LTM)

1

19

#2 brand

14.1%

23.1%

7.9%

17.8%

45.1% 50.4%

11.5%

17.0%

4.7%

12.5%

6.6%

22.9%

4.0%

32.7% 36.1%

38.8%

#2 brand #1 brand #2 brand

#2 brand #2 brand #1 brand #1 brand

3 1 2 3 4 5 6




LEADERSHIP IN NEW PACKAGING, PROCESS AND

PRODUCT SOLUTIONS

20

PROCESS

Sous vide cooking

PRODUCT

Natural and organic options

(“CARB AWARE” range)

Honey - new product

Fruit mixes – product extension

PACKAGING

“Easy open/easy close” cans

“Fruit to go” servings

Plastic cups

Strategic goal to be the market leader for innovation

Introduced c.90 SKUs in fresh and long-life foods segments since 2013

91 new line launches in the pipeline for the next 12 months (fresh foods alone)

Selected examples


3 1 2 3 4 5 6




WELL-LOCATED, WORLD-CLASS PRODUCTION FACILITIES

Optimal location

Close proximity to end markets

and/or raw material sources

High quality and

efficiency

State-of-the-art facilities certified to

international standards

Regular inspections by major

customers (e.g. Woolworths)

Key advantages Asset location

Well-invested

asset base

R158 m invested in 2011-2013

Significant barrier to entry

R229 m planned for 2014-2015

21

North-West

Northern Cape

Free State KwaZulu-Natal

Eastern Cape

W Western

Cape

Mpumalanga Gauteng

Limpopo

South Africa Swaziland

Fresh foods

Long-life foods


Facilities

8 production sites

2 farms (dairy, pineapple)

Strong platform for

future growth

Significant spare capacity allows

increase in production at limited cost

Under-utilised infrastructure at Bull

Brand facility provides a platform for

future expansion

4 1 2 3 4 5 6

8 production sites

2 farms (dairy, pineapple) Facilities



jurisdiction where it is unlawful to distribute this presentation EXPERIENCED MANAGEMENT TEAM WITH PROVEN TRACK

RECORD OF PROFITABLE GROWTH

Current management team led the business to its leading market positions in the industry

Each key manager has 11-15 years experience with RFG

Management owns 29% of RFG’s shares

22


5 1 2 3 4 5 6

Gerhard Kotzé

Managing Director, Head of Long-life

Foods

12 years

Ex. Tiger Brands

B.Eng (Mech), M.Eng (Ind), MBA

Bruce Henderson

CEO

15 years

Ex. Swaziland Fruit Canners

BA, LLB, MBA

Tiaan Schoombie

CFO

14 years

Ex. Deemster Foods

CA(SA)

Con Costaras

Managing Director, Head of Fresh

Foods

13 years

Ex. Woolworths

B.Soc.Sc (Hons-Bus. Econ), B.Com

(Hons)

Job Mpele

HR Director

11 years

Ex. Coca-Cola Company

BA (Law), MBL

Richard Phillips

Commercial Director

12 years

Ex. Dell Computers

M.Sc, MBA




7%

5%

10%

8%

12%1

10%1

EBITDA margin EBIT margin

2011 2012 2013

TRACK RECORD OF PROFITABLE GROWTH

23

Sources: Company data, Rhodes Food Group Annual Financial Statements 2012-2013 and management accounts

SUNPIE

Organic growth

Acquisitions

Continuous modernisation and expansion of production lines in order to drive innovation and

growth, including:

- 2014: supply agreement with Corner Bakery

- 2013: relocation of jam and baked bean plants to achieve cost advantages

- 2011-2012: extension and upgrade of pie facility

- 2009-2010: construction of brand new ready meals production facility in Gauteng

- 2006: installation of state-of-the-art plastic cup production lines to enter global markets

- 2004: commissioned cheese production facility

GIANTS

CANNING

LIMPOPO

Revenue growth by segment (2011 – 2013 CAGR) EBITDA and EBIT margins (Group)

(1999) (2004) (2006) (2007) (2010) (2013)

Note: 1) EBITDA and EBIT in 2013 have been adjusted for once-off transaction costs of R23.9 million relating to the Group Restructuring

5 1 2 3 4 5 6

17%

7%

26%

16%

Regional: Long-life

Regional: Fresh Foods

International

Group




24

GROWTH THROUGH ORGANIC DEVELOPMENT, INVESTMENT

AND ACQUISITIONS

Organic development

Investment

Acquisition

History of successful acquisitions

Full inclusion of Bull Brand’s improving financial results from 2014FY

Disciplined and value accretive acquisition strategy

Geographic expansion of sales into Sub-Saharan Africa

Additional organic growth in regional and international markets

Growth into wholesale market by leveraging Bull Brand’s strength in this channel

Continued innovation within the existing product and brand portfolio

Supply agreement with Corner Bakery will have meaningful impact on earnings

Total planned CAPEX for 2014-2015 amounts to R229 m (double the amount spent in

2012-2013) with capacity expansion CAPEX of R131 m

The investment program planned for 2014 and 2015 includes:

– Upgrading Bull Brand production facility to create additional capacity and production

efficiency (R41 m)

– Further increasing capacity and upgrading the pie production facility (R11 m)

– Increasing storage and dispatch capacity at the fruit production facilities (R50 m)

RFG targets returns of 18% - 25% on expansionary CAPEX


6 1 2 3 4 5 6




I. Offering summary




V. Annexures

Segmental overview






69

126

184

118

160

5.0%

8.0% 10.0%

8.9% 9.0%

2011 2012 2013 9M13 9M14

EBIT EBIT margin

102

163

227

148 195

7.3%

10.4%

12.2% 11.3% 11.0%

2011 2012 2013 9M13 9M14

EBITDA EBITDA margin

1 386 1 558

1 8591

1 316

1 770

2011 2012 2013 9M13 9M14

Revenue

359 407

535

368

469

25.9% 26.1% 28.8% 28.0% 26.5%

2011 2012 2013 9M13 9M14

Gross profit Gross margin

Gross profit

EBIT

Revenue

EBITDA

SUMMARY FINANCIAL RESULTS

Notes: 1) Includes only two months of Bull Brand

2) The inclusion of Bull Brand’s earnings for the nine months to June 2014 has had the effect of diluting margins for the Regional Segment. This has been offset by margin expansion

in the International Segment. As at the Last Practicable Date, margins for the Company are broadly in line with those achieved for the first three quarters of 2014

3) 2013 and 9M13 EBITDA and EBIT have been adjusted for once-off transaction costs of R23.9 million relating to the Group Restructuring

Sources: Rhodes Food Group Annual Financial Statements 2012-2013; Interim Financial Statements for the nine month period ended and as at 29 June 2014 and management accounts

R m

R m

R m

R m

26

2

2

2 3

3 3

3




-28

27

58

23

57

-6.5%

4.6%

8.4%

4.9%

9.8%

2011 2012 2013 9M13 9M14

International EBIT International EBIT margin

89 90

121

90 102

9.4% 9.2% 10.4% 10.7%

8.6%

2011 2012 2013 9M13 9M14

Regional EBIT Regional EBIT margin

338 342

463

324

621 610 637 702

520 568

2011 2012 2013 9M13 9M14

Long-life Foods Fresh Foods

439 579

694

472 581

948 979

1 165

843

1 189

2011 2012 2013 9M13 9M14

International revenue Regional revenue

Regional revenue breakdown

International EBIT2

Group revenue breakdown

Regional EBIT

SEGMENTAL PERFORMANCE

R m

Notes: 1) Includes only two months of Bull Brand

2) 2013 and 9M13 EBIT has been adjusted for once-off transaction costs of R23.9 million relating to the Group Restructuring

3) The inclusion of Bull Brand’s earnings for the nine months to June 2014 has had the effect of diluting margins for the Regional Segment

4) As at the Last Practicable Date, margins experienced in the International Segment were broadly in line with those achieved in the first three quarters of 2014


R m R m

R m

27

1

2 2

3

2

2

4

1




SEASONALITY OF OPERATIONS

Seasonal contribution: Total revenue

Seasonal contribution: International Segment1

43.8% 47.7% 45.5%

56.2% 52.3% 54.5%

2011 2012 2013

H1 H2

66.4% 68.9% 68.0%

33.6% 31.1% 32.0%

2011 2012 2013

Q1-Q3 Q4

68.2% 70.6% 69.7%

31.8% 29.4% 30.3%

2011 2012 2013

Q1-Q3 Q4

Revenue Volume (containers)

The revenue and operating profit contributions have

traditionally been stronger in the second half of the

Company’s financial year

Over the last three years, second half has accounted for

52%-56% of Company’s revenue

This trend is mainly caused by the higher volume of

exports of canned fruits to the Northern Hemisphere

when consumption of these products increases (local

summer) and in line with seasonal growth and harvesting

cycles

Note: 1) As at the Last Practicable Date, margins experienced in the International Segment were broadly in line with those achieved in the first three quarters of 2014

Sources: Rhodes Food Group Annual Financial Statements 2012-2013 and management accounts

28




CURRENCY MANAGEMENT

29

USD, 54%

EUR, 18%

GBP, 17%

AUD, 8%

CAD, 3%

The Company has transactional currency

exposure arising from the purchase and sale of

goods that are denominated in foreign

currencies

A significant share of RFG’s international sales

are naturally hedged by raw materials

purchasing via:

– Fruit price contracts with farmers linked to the

final selling price (including FX component)

– Purchases of packaging and other raw

materials and certain other costs in foreign

currencies

In addition, the Company manages its exposure

by entering into forward exchange contracts

relating to specific transactions, matched by

anticipated cash flows in foreign currencies

RFG does not use forward exchange contracts

for speculative purposes

2013 sales split by currency





I. Offering summary




V. Annexures

Segmental overview






REGIONAL SEGMENT: LONG-LIFE FOODS

Canned meat Canned fruits, vegetables and jams

Market

positions

#1 canned meats and meals producer /

brand with 61.0% and 38.8% market share in

SA, respectively1

Significant producer of private label products

for the SA market

Bull Brand has the highest (86%) brand

awareness in the corned meat category2

Long shelf life – ideal to export to SSA

#1 or #2 producer and brand in all major

categories (fruits, vegetables, jams) in SA1

Significant producer of private label products

for the SA market

Consistent market share gains across all

product categories at expense of key

competitors

Sales geography: SA and eight other

countries in SSA (total population of c.170m)

Notes: 1) Market share represents a moving annual total for May 2013 – April 2014 (market share over the course of the previous 12 months)

2) Spontaneous awareness; survey based on 500 respondents

3) As at June 2014

Sources: Company data, Retailer Scanning data processed by Aztec South Africa (market shares in retail channel, in retail prices), BMI research (December 2012)

Own brands

133 SKUs3

Mainstream pricing (LSM 5-10)

Focus on consistent quality and innovation

22 SKUs

Mainstream pricing (LSM 4-8)

Focus on brand heritage and strength and

product quality

31




REGIONAL SEGMENT: FRESH FOODS

Pies and pastries Ready meals

Exclusive supplier to Woolworths

Exclusive supplier to Corner

Bakery (from July 2014)

Extensive presence in wholesale

through Magpie brand

Fresh and frozen ready meals

exclusively supplied to

Woolworths (under the

Woolworths brand) across SA

Partnership dates back to 1990s

Current range of 145 SKUs (65

SKUs launched since 2013)

Dairy

Exclusive supplier to Woolworths

(Ayrshire milk and cream in the

Western and Eastern Cape)

Portobello won numerous awards

in the recent 2014 SA Dairy

Championship

32 Source: Company data




INTERNATIONAL SEGMENT

SA canned deciduous fruits on a global scale

Company’s global partners

#3 canned deciduous fruit exporter in the world by

volume

Favourable climate and soils providing unmatched

quality advantages

Annual exports of 140 000 tonnes of deciduous fruit1

Key export regions are UK, Germany, Russia, China,

Japan, Netherlands and Australia

Note: 1) Numbers represent a 2008-2010 average in metric tonnes

Sources: Informa Agra & Commercial UK, Foodnews Canned Foods World Trade Review 2011

Global brands Global private

label customers

Key export products are canned fruit

One of two deciduous canners in the country

Long-term supplier to global retail brands, selected

premium private label customers and wholesale

Leader in fruit cup production

Globally recognised for high quality standards and

food safety

Leading exporter of South African peaches into China,

with volume CAGR’10-’12 of 15%

Segment snapshot

Europe, 36%

Far East, 29% US & Canada, 15%

Australasia, 10%

Middle East & Russia, 10%

Export geography (2013)

33




I. Offering summary




V. Annexures

Segmental overview






R m 2011 2012 2013 CAGR

FY11 - 13 9M13 9M14

Growth

9M13 - 14

Revenue 1 386 1 558 1 859 16% 1 316 1 770 35%

International 439 579 694 472 581

Regional 948 979 1 165 843 1 189

Cost of Sales 1 028 1 151 1 324 947 1 301

Gross Profit 359 407 535 22% 368 469 27%

Other Income and Operating

Expenses 257 244 3081 2201 274

EBITDA 1022 163 2271 49% 1481 195 32%

Depreciation 33 36 43 31 35

EBIT 692 126 1841 64% 1181 160 36%

International -282 27 58 23 57

Regional 89 90 121 90 102

Sundry / Other 8 10 5 5 -

Profit after tax 262 64 611 54% 321 54 69%

Key performance indicators

Gross profit margin 26% 26% 29% 28% 27%

EBITDA margin 7% 10% 12% 11% 11%

EBIT margin 5% 8% 10% 9% 9%

PAT margin 2% 4% 3% 2% 3%

Notes: 1) Adjusted for once-off transaction costs of R23.9 million relating to the Group Restructuring

2) Acquisition of Del Monte Fresh Produce Corporation’s Tulbagh Plant at the beginning of the 2011 financial year resulted in additional costs being incurred for several months of the 2011

financial year before the canning operation at Groot Drakenstein was closed and all fruit canning operations transferred to Tulbagh


HISTORICAL CONSOLIDATED INCOME STATEMENT

35




R m 2011 2012 2013 9M13 9M14 Non-current assets 456 467 706 665 718

Property, plant and equipment 415 424 489 473 503 Intangible assets 0 0 51 31 51 Goodwill 14 14 126 122 126 Biological assets 23 24 28 24 28 Deferred tax asset 2 3 0 3 0 Loans and other financial instruments 1 1 12 12 10

Current assets 482 539 771 699 997 Stock 244 325 458 465 626 Debtors 235 215 303 232 367 Cash 0 0 10 2 2 Tax receivable 3 0 0 0 0 Foreign exchange contract asset 0 0 0 0 2

Total assets 942 1 006 1 477 1 364 1 715 Non current assets held for sale 5 0 0 0 0 Capital and reserves 291 343 193 164 247

Share Capital 0 0 150 150 150 Retained income 286 338 37 9 90 Non - controlling interest 5 5 6 5 7

Non-current liabilities 250 249 676 673 719 Preference shares 0 0 1561 156 156 Accrued preference share dividends 0 0 311 22 57 Long-term liabilities 215 212 4351 441 445 Employee benefit 3 3 6 3 9 Deferred taxation 32 34 48 51 52

Current liabilities 402 414 608 527 749 Creditors and provisions 197 237 362 317 445 Current portion of long-term liabilities 50 53 84 42 61 Taxation payable 0 1 26 9 3 Loans from associated parties 25 22 0 0 0 Other loans 0 0 14 0 15 Bank overdraft 120 98 117 153 225 Forex liability 10 3 5 6 0

Total equity and liabilities 942 1 006 1 477 1 364 1 715

Note: 1) Preference share debt was raised for the Group Restructuring, together with R238 m of long-term liabilities comprising mezzanine loans, senior debt and shareholder loans


HISTORICAL CONSOLIDATED BALANCE SHEET

36




HISTORICAL CONSOLIDATED CASH FLOW STATEMENT

R m 2011 2012 2013 9M13 9M14

Cash generated from operations 5 131 202 50 38

Net interest paid -34 -34 -35 -22 -27

Taxation paid -14 -23 -16 -16 -50

Dividend paid 0 -12 0 0 0

Net cash inflow/(outflow) from operating activities -43 62 151 13 -39

Cash flows from investing activities

Purchase of PPE -113 -54 -51 -40 -49

Disposal of PPE 2 15 5 3 0

Acquisition of businesses -38 0 -9261 -798 0

Loans 0 0 -10 -10 0

Net cash inflow/(outflow) from operating activities -149 -39 -982 -844 -49

Cash flows from financing activities

Repayment of liabilities -48 -44 -90 -134 -68

Liabilities raised 82 45 5082 5082 40

Loans 48 -2 0 0 0

Issue of ordinary share capital 0 0 143 143 0

Issue of preference share capital 0 0 164 164 0

Net cash inflow/(outflow) from financing activities 82 -1 724 680 -28

Cash at beginning of year -10 -120 0 0 -107

Cash at end of year -120 -98 -107 -151 -223

Net increase/(decrease) in cash equivalents -110 22 -107 -151 -115

Notes: 1) This amount includes R798 m for the Group Restructuring and R128 m for the Bull Brand acquisition

2) This amount includes R394 m debt raised to fund the Group Restructuring


37




I. Offering summary




V. Annexures

Segmental overview





jurisdiction where it is unlawful to distribute this presentation HIGH STANDARDS OF CORPORATE GOVERNANCE:

FULL KING III COMPLIANCE

39

Board of Directors

RFG’s Board of Directors

consists of eight individuals,

four of whom are

Independent Directors,

including the Chairperson

Audit Committee

Chaired by Mark Bower, an

Independent Director

Remuneration Committee

Chaired by Andrew

Makenete, an Independent

Director

Social and Ethics Committee

Chaired by Thabo Leeuw, an

Independent Director

Financial reporting

The Company has prepared

IFRS financial statements on

an annual basis since 1999

The Company’s auditor is

Deloitte & Touche

Company’s board composition Corporate governance

TIAAN SCHOOMBIE

CFO/Executive Director

CFO of Rhodes Food Group since 2000. Prior to

joining the Group, Tiaan spent nine years at

Deemster Foods

BRUCE HENDERSON

CEO/Executive Director

CEO of Rhodes Food Group since 1999. Bruce began his

career with the Group at the Swaziland operations and

led the acquisition of Rhodes Fruit Farms and resultant

establishment of Rhodes Food Group

GARTH WILLIS

Non-executive Director

Principal of Capitalworks private equity funds with 16

years of experience in private equity investing. Board

member of certain investee companies of Capitalworks

CHAD SMART

Non-executive Director

Co-founder and Chairman of Capitalworks with 16

years of private equity investing experience. Board

member of certain investee companies of

Capitalworks

YVONNE MUTHIEN

Independent Chairperson

16 years of experience as an independent director in

companies, including Sanlam, Aurecon, Africon and

Mossgas. Currently, a board member at Thebe

Investment. Past executive experience includes Coca-

Cola Africa, MTN and Sanlam

THABO LEEUW

Independent Non-executive Director

CEO and co-founder of Thesele Group. 30 years of

professional experience in companies, including

Cazenove South Africa, Afric Oil and Oceana.

Currently, a board member at Vodacom Insurance,

Hulamin and Prudential Portfolio Managers

ANDREW MAKENETE


15 years of experience in the agricultural and

agricultural finance industry. Previously Chief

Strategist of the Land Bank and General Manager of

ABSA Agriculture

MARK BOWER


Ex-deputy CEO, CFO and CE of group services of

Edcon (21 years of experience within Edcon)


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