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Rhodes Food Group Holdings

Investor presentation

Management roadshow | 15 - 25 September 2014

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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

• regulation. If this is not acceptable to you, you should not receive the information contained in the Presentation.

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 howsoever arising from any use of the Presentation or its contents or otherwise arising in connection with the Presentation. Morgan Stanley & Co. International plc, Rand Merchant Bank, a division of FirstRand Bank Limited, and Renaissance Securities (Cyprus) Limited are each acting for the Company in connection with the 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,

• r 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.

Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from,

• r in a transaction not subject to, the registration requirements of the Securities Act.

This Presentation does not constitute an offer to the public for the sale of or subscription for, or the solicitation of an offer to buy and subscribe for, shares as defined in 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

• bligation to update these forward-looking statements.

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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

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I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures

Segmental overview Financial statements Corporate governance

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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)

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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

• f funding
• Target gross margin of >30%, EBIT margin of

>10%2

• Sufficient financial capacity for selective

acquisitions

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I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures

Segmental overview Financial statements Corporate governance

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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

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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

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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

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I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures

Segmental overview Financial statements Corporate governance

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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

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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 10 20 30 40 2008 2013

Ready Meals Canned/Preserved Food Frozen Processed Food Chilled Processed Food Soup Sauces, Dressings & Condiments Dessert 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

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)

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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

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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

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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

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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

Source: Company data

WELL-ESTABLISHED AND MUTUALLY BENEFICIAL PARTNERSHIPS

2 1 2 3 4 5 6 Ready-made meals Pies and pastries Dairy products

17

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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 Apr 2014 (LTM) Apr 2010 (LTM)

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 Apr 2014 (LTM) Apr 2010 (LTM)

Jams

61.0% 22.4% 5.6% 2.9% 59.2% 22.4% 5.6% 3.1% RFG Enterprise Heinz Namibia Meat Apr 2014 (LTM) Apr 2013 (LTM)

Canned meats and meals

Canned retail market breakdown by category (Apr 2014 LTM, by value)

1 2 3 4 5 6

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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

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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

Source: Company data

3 1 2 3 4 5 6

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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

Source: Company data

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

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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

Source: Company data

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

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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

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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

Source: Company data

6 1 2 3 4 5 6

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I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures

Segmental overview Financial statements Corporate governance

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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

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• 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 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

27

1 2 2 3 2 2 4 1

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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

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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

Source: Company data

Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation

I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures

Segmental overview Financial statements Corporate governance

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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

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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

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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

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I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures

Segmental overview Financial statements Corporate governance

Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation

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 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

HISTORICAL CONSOLIDATED INCOME STATEMENT

35

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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 51 31 51 Goodwill 14 14 126 122 126 Biological assets 23 24 28 24 28 Deferred tax asset 2 3 3 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 10 2 2 Tax receivable 3 Foreign exchange contract asset 2 Total assets 942 1 006 1 477 1 364 1 715 Non current assets held for sale 5 Capital and reserves 291 343 193 164 247 Share Capital 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 1561 156 156 Accrued preference share dividends 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 1 26 9 3 Loans from associated parties 25 22 Other loans 14 15 Bank overdraft 120 98 117 153 225 Forex liability 10 3 5 6 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 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

HISTORICAL CONSOLIDATED BALANCE SHEET

36

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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

• 12

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 Acquisition of businesses

• 38
• 9261
• 798

Loans

• 10
• 10

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

Issue of ordinary share capital 143 143 Issue of preference share capital 164 164 Net cash inflow/(outflow) from financing activities 82

• 1

724 680

• 28

Cash at beginning of year

• 10
• 120
• 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 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

37

Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation

I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures

Segmental overview Financial statements Corporate governance

Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other 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 Independent Non-executive Director

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 Independent Non-executive Director

Ex-deputy CEO, CFO and CE of group services of Edcon (21 years of experience within Edcon)

Source: Company data