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Investor Presentaiton

Key risks (continued) >> Acquisition accounting and intangible assets As part of the Acquisition, Costa will need to perform a fair value assessment of the Business' assets (including intangibles) and liabilities. The fair value estimates contained in the pro-forma balance sheet in this Presentation are management's preliminary estimates and are subject to change when the detailed fair value assessment is performed. As a result, the combined group's depreciation and amortisation charges may differ from the depreciation charges of Costa and the Business as separate businesses, which may have an adverse impact on the financial position and performance of the combined group. In the event that goodwill, plant and equipment or any other intangible assets are required to be impaired under the Australian Accounting Standards post completion, this will result in an additional non-cash expense in the income statement of Costa. Risks associated with the size and business mix of the Acquisition The Business, if acquired by Costa, will be a material part of Costa's business. Costa's financial position and performance could be adversely impacted if the Business does not perform as expected. The Acquisition will increase the proportion of Costa's earnings from citrus and exports which increases Costa's exposure to any underperformance of the citrus category or challenges in export markets. Financial contribution in CY21 The earnings and cash flow contribution of the Acquisition in CY21 is uncertain given the timing of completion and outworkings of the agreed purchase price adjustment mechanisms. Having regard to the accounting treatment of acquisitions during a financial period, the CY21 result will not reflect a full-year contribution of the Acquisition. The pro-forma financial metrics disclosed in this Presentation are included to educate investors on the expected financial profile of the Acquisition but are not reflective of the expected contribution to Costa's CY21 earnings and cash flow. The first full year of ownership by Costa of the Acquisition will be CY22. Risks associated with Costa's operations The following is a summary of certain key risks that apply to Costa (including, following completion of the Acquisition, the Business) and may adversely affect the returns on and value of Costa Shares. Weather and climate variability Costa's financial results may be negatively impacted by variable weather conditions and severe weather events, which can cause price and yield volume volatility in the fresh produce sector. The nature of the potential impact on Costa's results may vary by produce category and the weather condition or event. Although drought conditions eased throughout CY20, there is no certainty of what weather conditions will be in CY21 and beyond. Volatile weather conditions in areas where Costa has significant operations may materially and adversely impact on Costa's profitability in those areas. Costa could also suffer losses due to climate change. Climate change is systemic in nature and is a significant long-term driver of both financial and non-financial risks. Climate change related impacts include physical risks from changing climatic conditions (including increased frequency and severity of storms, floods and other catastrophic events and widespread health emergencies), and transition risks (such as changes to laws and regulations, technology development and disruptions and consumer preferences). A failure to respond to the potential and expected impacts of climate change may affect Costa's performance and could have wide-ranging impacts for Costa's business, prospects, reputation, financial performance or financial condition. Weather and climate variability can negatively impact both Costa and its competitors, however there is a risk that Costa is more negatively impacted by weather that its competitors in a given period for a number of reasons including but not limited to the location of Costa's farming assets, operational processes and decisions, and its supply chain. Costa can underperform competitors during both weak and strong industry conditions for its categories. Approximately two-thirds of Costa's produce related EBITDA before SGARA in CY20 was derived from crops grown under cover indoors or under permanent tunnels. Although Costa uses protected cropping techniques across most of its crops (i.e. mushrooms, berries and tomatoes) with the goal of limiting variability in yields, these techniques may not achieve that goal. For example, Costa's tomato glasshouses and the unprotected crops such as citrus and avocado farms are vulnerable to hail. While Costa maintains insurance cover for hail damage to its glasshouses, it may not be able to recover fully under those policies in all circumstances. Any amounts that Costa does recover may not be sufficient to offset damage to the financial performance or prospects of Costa. Costa Group Holdings Limited African Blue Only the Finest Berries" Morocco's Best Bluebe Driscoll's Kes Kersama lady fingers LOVACADO. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Aussie avos. From Costa. MUSH BOOM! TO THE RESCUE Perino Vitor AUSTRALIA'S BEST itor AUSTRALIA'S BEST 43 43
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