MTR Foods Acquisition of Eastern Condiments

7 Transaction structure summary • • Eastern valued at INR 20 billion (NOK ~2.4 billion) on a cash- and debt-free basis (100%) Eastern with net sales (excluding tea business) of INR 8.5 billion and normalized EBITDA of 1.1 million in the 12 months to 30 June 2020, implying a transaction multiple of 18.6x • • • Orkla, through its wholly owned subsidiary MTR, to acquire 67.8% of Eastern: • 26.0% of Eastern from McCormick Ingredients SE Asia PTE LTD • • 41.8% of Eastern from the Promoters and the Meeran family Promoters, i.e. Navas and Firoz Meeran, will continue to hold 32.2% of the shares in the company Subsequent to the transaction closing, Eastern will be merged with MTR, with the Promoters contributing their remaining stake in exchange for receiving 9.99% of the merged MTR Transaction structured as a long-term partnership led by Orkla and MTR Transaction subject to approval by Competition Commission of India Initial acquisition expected to close in Q4-20. Merger process expected to be completed by Q1-22 Orkla has possibility of obtaining full ownership over time Orkla

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