Investor Presentaiton

Key risks RETAIL FOOD GROUP This section discusses some of the key specific and general risks that Shareholders may be exposed to by making an investment in RFG Shares. The risks set out below are not listed in order of importance and do not constitute an exhaustive list of all risks involved with an investment in RFG. These risks include: risks specific to RFG; and • general risks that may apply to RFG. These risks may affect the future operating and financial performance of RFG and the value of RFG Shares. They may also cause actual results, performance, events or outcomes to differ materially from the results, performance, events or outcomes expressed or anticipated in this Presentation. The risks described below: e are not, and should not be considered to be or relied on as, an exhaustive list of all of the risks that Shareholders may face; and e are general in nature and regard has not been had to the investment objectives, financial situation, tax position or particular needs of any individual investor. Investors should note that the occurrence or consequences of many of the risks described in this section are partially or completely outside the control of RFG, its directors and management. Further, investors should note that this section focuses on key risks and does not purport to list every risk that may be applicable to RFG or RFG Shares now or in the future. It is also important to note that there is no guarantee that RFG will achieve its stated objectives or that any forward-looking statements, expectations, illustrations or forecasts contained in this Presentation will be realised or otherwise eventuate. Risk Compliance with Laws & Regulations/ Regulatory Enforcement Action Description The Australian Competition & Consumer Commission (ACCC) commenced proceedings in the Federal Court of Australia against the Company and five of its related entities (which operate the Gloria Jean's, Michel's Patisserie, Donut King and Brumby's Bakery brand systems) on 15 December 2020 (the ACCC Proceedings). The ACCC Proceedings alleged contraventions of the Australian Consumer Law (ACL), the Franchising Code of Conduct (Code) and, by reason of the alleged contravention of the Code, the Competition & Consumer Act, during the period 2015 to 2019 in relation to the sale or licence of 47 corporate-owned stores as well as the management of marketing funds. The claims the subject of the ACCC proceedings were therefore historical in nature and relate to a period under former RFG leadership. The ACCC Proceedings were resolved on 22 December 2022. As part of that resolution, the ACCC Proceedings were discontinued, without RFG making any admissions as to the ACCC's allegations in the proceeding, paying any pecuniary penalty, or being subject to any injunction, disclosure or adverse publicity order. As part of the agreed resolution, RFG entered into an undertaking with the ACCC under section 87B of the Competition & Consumer Act 2010 (Cth). Pursuant to that undertaking, RFG will pay an agreed discrete sum to, and waive certain prior debts by, relevant franchisees who acquired corporate stores, calculated based on their individual dealings with the Company, and also pay an agreed sum to certain franchisees in connection with the Michel's Patisserie marketing fund. RFG also agreed to contribute $500,000 towards the ACCC's legal costs and to implement a compliance program that meets the requirements of the undertaking. The total amount that is to be paid to franchisees by RFG under the undertaking is $8,035,055. The total amount of franchisee debts to be waived under the undertaking is $1,8919,763, which has previously been expensed. A provision has been recognized in the Company's accounts for all amounts payable pursuant to the undertaking. RFG is subject to a range of laws and regulations concerning how its business is conducted. These include, but are not limited to, the Franchising Code of Conduct (Code), competition laws, company law, industrial relation laws, privacy laws in relation to the handling of personal information, data collection laws and laws relating to workplace health and safety. Compliance with these laws and regulations, and the ability to comply with any changes to these laws and regulations, are material to RFG's business. Failure to comply with those laws and regulations may well result in a range of adverse consequences, including the imposition of civil or criminal liabilities (including penalties), compensatory orders or other awards of damages or court orders, additional costs including compliance, regulatory and litigation costs, adverse publicity and a loss of consumer trust in RFG's brands, all of which could have a material adverse impact on the financial and operating performance and financial position of the Company. RFG's insurance arrangements may not adequately mitigate any liabilities that may arise as a result of a failure to comply with laws and regulations. New Debt Facility In the event RFG secures the ability to drawdown the New Debt Facility, RFG will be subject to interest and principal repayment obligations secured by RFG's assets. RFG may also be subject to financial covenants which require certain specific ratios be met on a quarterly accounting period basis, as well as certain non-financial covenants and undertakings that require continued compliance. In the event that RFG breaches any repayment obligation or financial or non-financial covenant and WHSP does not waive such breaches, there is a risk that WHSP may have the right to accelerate the principal and interest payments relating to the facility, which may have a material adverse effect on RFG's financial and operating performance and financial position. Risk of inadequate capitalisation Page 21 The drawdown of the New Debt Facility remains subject to negotiation and the execution of full form binding facility agreement documentation between the Company and WHSP. If the Company fails to secure binding documentation with WHSP in relation to the New Debt Facility, there is a risk that it will be unable to source financing from an alternative debt provider, which may impact RFG's ability to achieve its capital management and strategic objectives outlined in this Presentation.

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