Investor Presentaiton

Key risks (continued) RETAIL FOOD GROUP Risk Future Dividends & Franking Credits Description No assurances can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by RFG will be at the discretion of the directors and will dependent upon the availability of profits, the operating results and financial condition of RFG, future capital requirements, covenants in relation to financing agreements, general business and financial conditions and other factors considered relevant by the directors. No assurances can be given in relation to the level of franking of future dividends. Franking capacity will dependent upon the amount of Australian tax paid in the future, the existing balance of franking credits and other factors. Regulatory change Regulatory interventions and changes in the law, such as a potential sugar tax or recently introduced changes to the Franchising Code of Conduct, and political instability in certain regions, have the potential to impact the Group's performance, operations and financial position. The Commonwealth Government has introduced a number of changes to the Franchising Code of Conduct, including increased penalties for non-compliance, enhanced disclosure obligations and changes to dispute resolution mechanisms. The Group has implemented a number of procedural and other operational initiatives to respond to these changes. Loss of Key Management Personnel Intellectual Property Insurance Investment in Shares SPP Scaleback or oversubscription Dilution Page 26 The success of the Company will be dependent to a significant degree on the expertise and experience of its directors and key senior management. The loss of key personnel, and any delay in their replacement, or a failure to attract additional individuals to key roles, may adversely affect RFG's ability to develop and implement its business and growth strategies, which could in turn have a material adverse effect on RFG's operating and financial performance or financial position. RFG relies on laws and contracts regulating trade secrets, copyright, domain name registrations, business name registrations and trademarks to assist it in protecting its intellectual property. There is a risk that the validity, protection, ownership or unauthorized use of intellectual property relevant to RFG's business will be successfully challenged by third parties or that trade secrets (for example, secret recipes) may become known to competitors. There is also a risk that RFG may inadvertently fail to adequately protect, maintain or enforce its intellectual property or infringe the intellectual property rights of others, either in Australia or in foreign jurisdictions. The failure to protect intellectual property rights could involve significant expenses and potentially an inability to use the property in question. If an alternative cost-effective solution is not available, or no solution is available, this could damage RFG's brands, which may have a material adverse effect on RFG's financial and operating performance and financial position. The Company and its subsidiaries have in place insurance policies which it considers appropriate in its circumstances. However, not all material risks relevant or applicable to the Company and its subsidiaries' businesses have been insured, as the relevant insurance may not be available or may not be on terms which the Directors consider appropriate. No assurance can be provided that the Company and its subsidiaries' insurance will be available in the future on reasonable terms or will provide adequate coverage against claims made. If the Company or its subsidiaries suffered a loss for uninsured loss or liabilities, this may have a material adverse impact on the operating and financial performance and financial position of the Company and its subsidiaries. An investment in Shares is an investment in the Company and may be affected by the ongoing performance, financial position and solvency of the Company. The Shares are not guaranteed by any government, government agency or compensation scheme in Australia or by any other person or any other jurisdiction. The market price of the Shares may be volatile and may fluctuate over time as a result of a number of factors, which may impact your ability to sell them at a later date. As a consequence, Shareholders who wish to sell Shares they may receive may be unable to do so at an acceptable price, or at all, if the market for Shares is illiquid. In addition, there is no guarantee that Shares will remain continuously quoted on ASX. Trading of ASX listed securities may be suspended in certain circumstances. RFG is targeting to raise $2.5 million under the SPP. RFG reserves the right in its absolute discretion to scale back applications and raise a lower amount, or accept oversubscriptions and raise a higher amount (which would have the effect of further diluting existing shareholders). Further, the SPP is not underwritten and there is therefore no guarantee that RFG will raise the targeted amount, which may impact RFG's ability to realise some or all of the intended purposes to which the proceeds of the SPP would be put to its full extent. Current shareholders of RFG who do not participate in the SPP as per their entitlement will have their percentage shareholding in RFG diluted. Investors may also have their investment diluted by future capital raisings or issues of new equity securities by RFG. RFG may issue new equity securities in the future to finance acquisitions or pay down debt, which may, under certain circumstances, dilute the value of a shareholder's interest in RFG.

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