#1costa fresh is our passion FY15 results presentation August 2015#2Important notice Important notice and disclaimer: This presentation contains a general summary of the activities of Costa Group Holdings Ltd (Costa), does not purport to be complete and is to be read in conjunction with all other announcements filed with the Australian Securities Exchange (ASX), included Costa's full year results filed with the ASX on 25 August 2015. Information in this presentation is current as at the date of this presentation (25 August 2015) and remains subject to change without notice. Financial information in this presentation is unaudited. Costa does not warrant the accuracy, adequacy or reliability of the information in this presentation and, to the maximum extent permitted by law, disclaims all liability and responsibility flowing from the use of or reliance on such information by any person. Not an offer or financial product advice: This presentation is not investment or financial product advice or any recommendation (nor tax, accounting or legal advice) and is not intended to be used as the basis for making an investment decision. In providing this document, Costa has not considered the objectives, financial position or needs of any particular recipients. Each recipient should consult with its professional adviser(s), conduct its own investigation and perform its own analysis in order to satisfy themselves of the accuracy and completeness of the information, statements and opinions contained in this document. This presentation does not constitute an offer to issue or sell securities or other financial products in any jurisdiction. The distribution of this presentation outside Australia may be restricted by law. Forward looking statements: This presentation contains forward looking statements and comments about future events, which reflect Costa's intent, belief or expectation as at the date of this presentation. Such forward looking statements may include forecast financial and operating information about Costa, its projects and strategies and statements about the industries and locations in which Costa operates. Forward looking statements can be identified by forward-looking terminology including, without limitation, "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast", "estimate", "target" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Forward looking statements involve inherent known and unknown risks, uncertainties and contingencies, both general and specific, many of which are beyond Costa's control, and there is a risk that such predictions, forecasts, projections and other forward looking statements will not be achieved. Actual results may be materially different from those expressed or implied. Forward looking statements are provided as a general guide only and should not be relied on as an indication, representation or guarantee of future performance. Undue reliance should not be placed on any forward looking statement. Costa does not undertake to update or review any forward looking statements. Past performance: Past performance should not be relied upon as (and is not) an indication or guarantee of Costa's future performance or condition. Financial data: All dollar values are in Australian dollars ($ or A$) unless stated otherwise. Non-IFRS measures: Throughout this presentation, Costa has included certain non-IFRS financial information, including Operating EBITDA and Transacted Sales. Costa believes that these non-IFRS financial and operating measures provide useful information to recipients for measuring the underlying operating performance of Costa's business. Non-IFRS measures have not been subject to audit. costa fresh is our passion 1#3Contents 1. Highlights 2. Introduction to Costa 3. Financial results 4. Growth plan update 5. Appendix costa fresh is our passion Sebet MUSHROOMS blush ARTISAN Select 3 Sabet MUSHROOMS HIGH VITAMIN AUSTRALIAN GROW SLICED USHROOMS 300 g SABROSO Vine ripened tomatoes Sliced Baby Bella Mus SCARLOTTA SEEDLESS BENSATIONAL RED GRAP AUTUMNCRISP GREEN SELESS GRAPES COST AUSTRA perino SAMPARI Bellino perino perino GOLD RID costa blush ideal for Lung be mandarin Driscoll's lady fingers PRACT Driscolls Bercles Driscoll's Driscoll's Driscoll's THE FINEST REVIE 2#4???1 ADELA R Section 1 Highlights Sle WHITE MU Sauté as a side dish or as a main ingredient in your favourite recipe. 400 g A MEET THE GROWER... COSTA MUSHROOMS. PROUD PARTNER OF WOOLWORTHS FOR OVER 5 YEARS VISIT WOOLWORTHS.COM.AU/COSTA OR THE WOOLWORTHS APP TO SCAN THE CODE Best Belar 17/10/14#5Highlights FY2015 results in line with Prospectus forecast, continued execution of growth projects Financial Performance FY2015 Pro forma Prospectus forecast achieved Pro forma revenue growth of 9.2% on FY2014 Pro forma Group EBITDA before SGARA of $71.0m Pro forma NPAT of $38.3m and statutory NPAT of $4.6m Cash flow conversion 74% Pro forma leverage 1.9x at June 2015, in line with Prospectus forecast Reconfirm FY2016 Prospectus forecast, with YTD trading in line with expectations Solid progress across all growth programs: 1. New tomato glasshouse in final commissioning stages with crop planted 2. FY2015 Australian berry plantings completed Growth Program 3. China operations first plantings underway 4. Morocco further 24ha planted in FY2015 Note: a reconciliation between Pro forma and statutory results is included in the Appendix costa fresh is our passion 4#6Driscoll's ONLY THE FINEST BERRIES BLUEBERRIES MSDWALL VCRD PRODUCT OF AUSTRALIA NET WT 125g CHILLES Driscoll's 0353-6240 GEVAL FLAS PRODUCT OF AUSTRALIA NET WT125 CHIELLYB Driscolls Section 2 Introduction to Costa#7Overview of Costa Introduction to Costa Business model built on the optimisation of a portfolio of integrated farming, packing and marketing activities Costa occupies the leading position in its four core produce categories¹ – berries, mushrooms, citrus and glasshouse grown tomatoes (inclusive of crops grown at third party locations under contract) Well positioned to service customers through scale, cost efficiency, national reach, product quality, intellectual property, focus on risk management and 52- week supply Largest fresh produce supplier to the major Australian food retailers: Woolworths, Coles and Aldi As Costa continues to execute on its material expansion projects, it expects FY2016E pro forma revenue of $738m, pro forma EBITDA before SGARA of $90.4m and pro forma NPAT of $47.6m Berries Produce (81% of FY16E Pro-Forma EBITDA before SGARA) Driscoll's Australia JV (50%)² Mushrooms Tomatoes Overview of Costa's business divisions costa fresh is our passion International (9% of FY16E Pro-Forma EBITDA before SGARA) Costa Farms & Logistics (CF&L) (10% of FY16E Pro-Forma EBITDA before SGARA) Citrus Genetics licensing Berry farming Costa Farms Logistics Avocados 1 In each case, measured by production volume 2 Note that percentage shown in brackets indicates Costa's equity ownership of the JV costa fresh is our passion African Blue (Morocco JV) (49%)²; China JV (70%)² Polar Fresh JV (50%)² Bananas 6#8Costa's operations Costa has a diversified revenue stream with operations a mix of owned and leased properties throughout Australia Costa operations Market share² Pro-Forma revenue Key category contribution1 (% of Costa's market share grown by Costa v. third parties) Mushrooms Berries Citrus Tomatoes Bananas Logistics African Blue JV Polar Fresh Costa Farms Business Support Centre (FY2016) Blueberries 25%4 Raspberries (FY2015) 77% (41% Costa/ 36% third party growers) 91% (66% Costa/25% third party growers) 42% NT QLD China berry JV3 WA Mushrooms 31% (42% Costa/ 0% third party growers) SA 18% Tomatoes 20% (10% Costa/ 8% third party growers) 16% Citrus 24% (14% Costa / 2% third party growers) Costa operations include c.3,000 planted hectares of farmland, VIC NSW TAS 20 hectares of glasshouse with 10ha being commercialised, and seven mushroom facilities throughout Australia 1 Revenue split across the Produce segment only 2 Market share for blueberries and raspberries represent FY2015 market share by volume and excludes third party grown marketed by the Driscoll's Australia Partnership. Market share for mushrooms, tomatoes and citrus represent FY2014 market share by volume 3 The China JV is not yet in operation 4 Revenue contribution from all berry varieties costa fresh is our passion 7#9Driscolt's Driscoll's Berries Fresh Blueberries 9354 1268 NET WT80g PRODUCT OF AUSTRALIA Pay Lid Lot 27275 Robi VIC 3023 Raven Section 3 Financial results eyexchange#10FY2015 Pro Forma Results vs Prospectus Actual Pro forma Prospectus Pro forma Key Highlights Actual vs Prospectus A$m FY15 FY15 Revenue 723.5 704.4 19.1 EBITDA before SGARA 71.0 70.6 0.4 EBIT NPAT 54.9 54.0 0.9 38.3 37.8 0.5 EBITDA-S margin 9.8% 10.0% (0.2)% Transacted sales 922.0 905.8 16.2 Operating EBITDA 73.2 72.4 0.8 Note: a reconciliation between Pro forma and statutory results is included in the Appendix costa fresh is our passion Revenue and Transacted Sales have exceeded the Prospectus forecast by 2.7% and 1.8% respectively, with uplift across all categories except tomatoes which were impacted by weaker truss prices over the last quarter. EBITDA before SGARA above forecast by $0.4m, driven by solid operating performance in the last quarter, offset by a bad debt expense against a significant Driscoll's JV grower. EBITDA before SGARA margin of 9.8%, with a higher mix of third party traded fruit over the last quarter. 6#11FY2015 vs FY2014 Pro Forma Results Revenue and Transacted Sales ☐ Solid growth achieved across all Produce categories Costa Farms & Logistics trading growth, offset by Logistics contraction International segment - royalty income and African Blue Transacted Sales growth Actual Actual Key Highlights Pro forma Pro forma Variance A$m FY14 FY15 Revenue 662.3 723.5 61.2 ◉ Other revenue 10.3 9.0 (1.3) ☐ Share of associates and joint ventures 9.2 9.5 0.3 Operating expenses (611.6) (671.0) (59.4) EBITDA before SGARA 70.2 71.0 0.8 Fair value movements in biological 5.0 1.4 (3.6) assets EBITDA 75.2 72.4 (2.8) Depreciation & amortisation (14.7) (18.0) (3.3) Profit/(loss) on sale of assets (0.8) 0.5 1.3 EBIT 59.7 54.9 (4.8) Transacted Sales Operating EBITDA EBITDA before SGARA ◉ Strong underlying earnings growth across Produce and International segments Impact of Coles logistics contract loss at Eastern Creek $8.5m New farm establishment costs incurred in FY2015 - Berry farms, new tomato glasshouse, Amaroo citrus farm. EBIT 847.9 922.0 74.1 ◉ 71.1 73.2 2.1 Note: A reconciliation between Pro forma and statutory results is included in the Appendix costa fresh is our passion Depreciation expense increase with new capex 10#12Produce Pro Forma segment financial and operating metrics Pro forma A$m FY14 Pro forma FY15 Var Prospectus FY15 ■ Revenue 482.9 531.7 48.8 515.1 EBITDA before SGARA 50.8 55.6 4.8 55.1 EBITDA-S margin 10.5% 10.5% 10.7% Transacted sales 635.5 695.9 60.4 681.7 Operating EBITDA 50.8 55.8 5.0 55.1 5.8% Revenue: + 10.1% 24.1% 10.4% 6.3% Mushroom Berry Tomato Citrus costa fresh is our passion Revenue growth of $48.8m or 10.1% on FY2014: Mushroom: moderate production volume growth and stronger wholesale market prices; Berries: farming expansion. Overall sales growth volumes across all berry categories +27.8%; Tomatoes: sweet snacking and cocktail tomato volume growth of 41.5% with new varieties launched in advance of the new glasshouse being completed; Citrus: strong start to the new season with higher marketing revenue and better than expected initial contribution from the new Amaroo citrus farm. EBITDA before SGARA growth of $4.8m or 9.4% on FY2014: - Mushroom category improvement - revenue and operational efficiencies; - Reduced leasing expenses at Guyra; New farm establishment costs incurred in FY2015 - Berry farms, new tomato glasshouse, Amaroo citrus farm; Final result impacted by a Driscoll's grower placed in administration post balance date. 11#13Costa Farms & Logistics Pro Forma segment financial and operating metrics A$m Pro forma Pro forma FY14 Var FY15 Prospectus FY15 " (1) Revenue 227.1 231.5 4.4 230.3 • EBITDA before SGARA 14.4 9.0 (5.4) 8.9 EBITDA-S margin 6.3% 3.9% (2.4%) 3.9% • 8.7 Revenue $4.4m or 1.9% higher than FY2014: - Costa Farms +20.0%: includes wholesale operations, banana and avocado operations; Increase due to significant marketing campaigns undertaken in H2 FY2015, and higher banana prices relative to FY2014. Logistics -51.8%: reduction due to the termination of the Coles services contract at Eastern Creek in July 2014. • warehouse has been back filled with new work and further integration with Costa category requirements; Transacted sales (1) 250.3 250.6 0.3 249.4 Operating EBITDA 14.4 9.0 (5.4) Revenue: +1.9% 20.0% Costa Farms Logistics -51.8% • Site operations restructured to lower cost base. EBITDA before SGARA reduction of $5.4m or 37.5% against FY2014: Eastern Creek impact $8.5m Uplift in Costa Farms trading activities has mitigated some of this impact. Note: CF&L segment revenue and transacted sales has been adjusted to reallocate intersegment eliminations from group intercompany eliminations. There is no change to overall group revenue. costa fresh is our passion 12#14International Pro Forma segment financial and operating metrics A$m Pro forma Pro forma Var FY14 FY15 Prospectus ■ FY15 Revenue • EBITDA before SGARA 4.9 6.4 1.5 6.7 EBITDA-S margin Transacted sales 10.3 15.3 5.0 15.7 Operating EBITDA 5.8 8.4 2.6 8.4 Transacted sales: +48.5% costa fresh is our passion 52.9% Royalty 47.8% African Blue Transacted Sales increase of $5.0m or 48.5% on FY2014: Royalty income +52.9%: Increase in plant sales for plantings in new regions (eg Mexico) and increase in fruit based royalties. African Blue +47.8%: . • Ongoing maturity of farms planted progressively in previous years, with some small volume from the 5th farm (45ha) planted in 2014. Additional volume from 3rd party growers EBITDA before SGARA growth of $1.5m or 30.6% against FY2014, reflective of the Transacted Sales drivers. 13#15Pro forma balance sheet and cash flow A$m Pro forma Actual FY15 Pro forma Prospectus FY15 EBITDA before SGARA 71.0 Pro forma Variance As at 28 June 2015, A$m Actual FY15 Pro forma Prospectus Variance FY15 70.6 0.4 Total Assets 537.9 506.8 31.1 Less: share of JVs profit (9.5) (10.4) 0.9 Net debt 122.7 123.3 (0.6) Dividends from JVs 6.1 5.9 0.2 Net debt adjusted for China 131.4 132.0 (0.6) Change in working capital (5.9) (4.1) (1.8) Net debt / FY2015 EBITDA-S 1.9x 1.9x 0.0x Maintenance capex (9.4) (10.1) 0.7 Free cash flow 52.3 51.9 0.4 Productivity & growth capex (73.6) (77.5) 3.9 Loan repayments from investments Disposals of PPE 1.7 (1.7) ☐ Maintenance capex lower than forecast allowance 0.3 0.1 0.2 Net debt, leverage and cash conversion remain in line with Prospectus forecast Share of JVs down due to Driscoll's grower debt provision Net cash flow before financing, tax & dividends (21.0) (23.8) 2.8 Cash conversion ratio (1) 74% 73% Productivity capex: some timing into Q1 FY2016 (mainly Tomato), and savings across other projects (eg SAP capitalisation) Loan repayment from African Blue in progress Note: (1) Cash conversion ratio is Free Cash Flow/EBITDA before SGARA costa fresh is our passion 14#16SECTION 4 Growth Plan Update#17#1 Expansion growth initiatives - Project is tracking to schedule and now commissioning Guyra glasshouse expansion 2014 ◉ Project initiated Apr 2014 Ground breaking at construction site in Guyra, NSW ☐ new tomato glasshouse Feb 2015 May/Jun 2015 Glasshouse construction Glasshouse construction begins substantially complete Advanced discussions with major retailers to finalise supply contracts Propagation commenced Capital spent (percentage of Today August 2015 Both glasshouses planted Some roadworks to be finalised - weather impacted Packing shed fit out in progress 2016+ First harvest in October 2015 Run-rate production achieved $60m project total): 82% 85% 100% Just planted! costa fresh is our passion Flowering Grotop New Blush branded trucks KASTICA 16#18#2 Expansion growth initiatives - berry growth project update Project progressing to schedule, with FY16 expansion well progressed Timing and capex remain in line with the prospectus forecast Initial harvests from FNQ and WA have exceeded expectations Berry expansion Oct 2013 ◉ Growth capex project plans presented to and approved by Costa's Board Capital spent (percentage of $47m project total): ■ June 2014 Blueberries: 3 ha planted in FNQ ■ June 2015 Blueberries: 26 ☐ ☐ ha planted in Corindi, FNQ, WA Raspberries: 40 ha planted in Corindi, WA, TAS Strawberries: 2 ha planted in TAS 53% FY 2016 plan: Blueberries: 42 ha planted in FNQ, WA Raspberries: 27 ha in Corindi, TAS Strawberries: 8 ha planted in TAS 87% ■ ☐ FY2018+ Blueberries: 20 ha planted in Corindi, FNQ Raspberries: 19 ha in Corindi, TAS Strawberries: 8 ha planted in TAS 100% FNQ Atherthon- further 18ha blueberry Packing shed at Walkamin, FNQ Tasmania-further 19ha raspberry costa fresh is our passion 17#19#3 International growth projects underway African Blue has been a highly successful investment for Costa African Blue - Morocco JV case study ☐ ☐ ☐ ☐ ☐ ☐ ☐ African Blue was formed in Morocco in 2007, with the intention to plant Costa blueberry varieties in a similar climate to Corindi in NSW, for supply into the European market JV has four shareholders; Costa is the largest (49%) Costa receives royalties for the use of its varieties and a fee for agronomic support At the end of FY2015, African Blue has 182 hectares of protected blueberry tunnel production at its five farms, including 24 hectares planted during FY2015. A further 90 hectares is expected to be planted by FY2017, with the land for this expansion already secured Third party growers are also being licensed to grow Costa varieties (approximately 51 hectares) which are marketed by the JV All of the African Blue JV 's growth initiatives are expected to be funded on the African Blue balance sheet out of operating cash flow FY2015 operating EBITDA in line with prospectus forecast although NPAT down $0.3m due to higher depreciation and tax charges. costa fresh is our passion Established plantings at the African Blue JV in Morocco New plantings at the African Blue JV in Morocco 18#20#4 International growth projects underway China Berry farming JV in China with Driscoll's ☐ ☐ ☐ ☐ In 2014, Costa entered into an MOU with Driscoll's for the formation of a berry farming JV in China Costa and Driscoll's are establishing a berry farm operation near Shiping, in the Yunnan province of China Farm to produce blueberries and raspberries for sale into the Asian market, led by China's growing middle class Costa management currently forecasts planting of up to 68 hectares by the end of 2016 Plantings have commenced ☐ Finalisation of Joint Venture agreements in progress costa fresh is our passion The China JV site at Shiping, Yunnan, China 19#21AUSTRALIAN BANANAS Make your body say Scan me to learn moret lady fingers Best ten when over ripe and poty Doesn't go brows in fruit salads lady fingers PLU 4233 see back for more info ege sad spy Dart ge bees to ist date. Appendix Additional information#22Statutory to Pro forma results reconciliation Actual Prospectus Variance A$m FY15 FY15 Statutory EBITDA before SGARA 59.9 61.2 (1.3) 1. Site Closures: exit of grape farms. Increase from the Prospectus forecast includes additional lease exit costs. Site closures/exits 1 3.7 2.3 1.4 Historical transaction costs 2 0.3 0.3 IPO transaction costs 3 5.2 5.1 0.1 2. Historical transaction costs: residual transaction cost relating to the Adelaide Mushrooms acquisition. Historical governance structure costs 4 2.6 2.5 0.1 3. IPO transaction costs: costs associated with the IPO. Listed company costs 5 (2.0) (2.0) Costa Asia 6 1.3 1.5 (0.2) Pro forma EBITDA before SGARA 71.0 70.6 0.4 Statutory NPAT 4.6 4.5 0.1 Site closures/exits 1 17.2 16.1 1.1 Historical transaction costs 2 0.2 0.2 IPO transaction costs 3 3.8 3.8 Historical governance structure costs 4 2.0 1.9 0.1 Listed company costs 5 (1.4) (1.4) Costa Asia 6 1.3 1.5 (0.2) Interest Expense adjustment 7 10.6 11.4 (0.8) Pro forma NPAT 38.3 37.8 0.5 costa fresh is our passion 4. Historical governance structure costs: Board costs and other expenses associated with the previous ownership structure. 5. Listed company costs: Board and other expenses expected to be incurred as a public company. 6. Costa Asia: initial start-up costs for Costa Asia. 7. Interest expense adjustment: adjustment to reflect the terms of the new Banking Facilities. 21#23Explanation of certain non-IFRS operating measures Transacted Sales Transacted Sales are used by management as a key measure to assess Costa's sales and marketing performance and market share. Transacted Sales represent the aggregate volume of sales in which Costa is involved in various capacities (including sales of third party-grown produce marketed by Costa under agency arrangements), as well as royalty income. Transacted Sales are not considered by Costa to be a revenue measure. There are material differences between the calculation of Transacted Sales and the way in which revenue is determined under AAS. Transacted Sales comprise: ⚫statutory revenue; • gross invoiced value of agency sales of third party produce; • Costa's proportionate share of joint venture sales relating to the African Blue and Polar Fresh joint ventures; • royalty income from the licensing of Costa blueberry varieties in Australia, the Americas and Africa; and • 100% of Driscoll's Australia Partnership sales after eliminating Costa produce sales to the Driscoll's Australia Partnership. Prior to the formation of Driscoll's Australia in 2010, all of Costa's domestic sales and marketing activities for the berry category were managed by Costa. Other market participants, including Costa's retailer customers, frequently do not distinguish between the various capacities in which Costa may transact with them. For example, the arrangements under which Costa delivers produce to its customers usually does not specify whether the produce is grown by Costa, marketed by Costa on behalf of third party growers under agency arrangements or otherwise sourced from third party growers. Accordingly, Costa believes that other market participants perceive the aggregate of all sales in which Costa is involved (including as a grower, sales agent, trader and joint venture party) as reflective of Costa's market share and therefore indicative of its negotiating position. Similarly, management looks at Transacted Sales as a measure that indicates, on a comparative basis, Costa's sales and marketing performance. While movements between the various components of Transacted Sales can be relevant for this assessment, the aggregate of all components is a key indicator of Costa's overall sales and marketing performance. Investors should note that Transacted Sales are presented for the purposes described above and are not considered by Costa to be a revenue measure. There are material differences between the calculation of Transacted Sales and the way in which revenue is determined under AAS, including that, under AAS: ⚫ the invoiced value of agency sales is excluded from revenue with only the commission associated with the agency sales recognised as revenue; • joint ventures are accounted for under the equity method, with only Costa's share of the joint venture NPAT recognised in the statement of profit or loss; and • royalty income is recognised as other income in the statement of profit or loss. See Table 38 of the prospectus for a reconciliation of pro forma revenue to pro forma Transacted Sales for FY2013, FY2014, 1H FY2014 and 1H FY2105. Operating EBITDA Operating EBITDA is EBITDA before SGARA, adjusted to include Costa's proportionate share of EBITDA from non-wholly owned entities. This measure is used by management to evaluate the operating performance of the overall business, inclusive of the performance of non-wholly owned entities on a look-through basis, without the non-cash impacts of depreciation and amortisation, fair value movements in SGARA and interest and tax charges, which are significantly affected by the capital structure and historical tax position of Costa. Under AAS, joint ventures are accounted for using the equity method, with only Costa's proportionate share of NPAT from joint ventures recognised in the statement of profit or loss. The inclusion of the proportionate share of joint venture EBITDA in Operating EBITDA is not in accordance with AAS costa fresh is our passion 22