Investor Presentaiton

Key risks (continued) > The ability of the underwriter to terminate the underwriting agreement in respect of some events (denoted with an asterisk (*) above) will depend on whether the event has (or is likely to have) a material adverse effect on the success, marketing or settlement of the Entitlement Offer, the value of Costa shares, or the willingness of investors to subscribe for New Shares, or where they may give rise to liability of the underwriter. If the underwriting agreement is terminated, Costa would not receive the offer price in respect of any entitlements that are not taken up under the Offer and the total amount raised by Costa under the Offer would be less than Costa intends to raise. In these circumstances, Costa would nevertheless continue to be bound by the agreements with the Seller in relation to the Acquisition. Costa would need to seek alternative sources of funding to complete the Acquisition, which may result in Costa incurring additional costs (for example, by way of interest payments on debt) and/or potential restrictions being imposed on the manner in which Costa conducts its business and deals with its assets. There is no guarantee that alternative funding could be sourced on satisfactory terms and conditions or at all. Failure to source alternative funding could result in Costa being unable to perform its obligations to complete the Acquisition or being unable to implement the proposed integration of the Business. Any of these outcomes could have a material adverse impact on Costa's financial position, prospects, and reputation. Renouncement risk If you are an eligible shareholder, and you do not take up or sell your entitlements under the Offer, then your entitlements will be treated as renounced and will be sold on your behalf in the institutional or retail bookbuild (as applicable) and any proceeds of sale of your entitlements will be paid to you. However, there is no guarantee that any value will be received for your renounced entitlement through the bookbuild process. The ability to sell entitlements under the bookbuild and the ability to obtain any premium will be dependent upon various factors, including market conditions. Further, the bookbuild price may not be the highest price available, but will be determined having regard to a number of factors, including having binding and bona fide offers which, in the reasonable opinion of the underwriter, will, if accepted, result in acceptable allocations to clear the entire book. To the maximum extent permitted by law, Costa, the underwriter and its respective related bodies corporate, affiliates or the directors, officers, employees or advisors of it, will not be liable, including for negligence, for any failure to procure applications under the book build at a price in excess of the offer price. If there is a premium achieved on the retail bookbuild, it may be less than, more than, or equal to any premium achieved on the institutional bookbuild. Accordingly, it is possible that retail holders who do not take up their entitlements will receive less value than their institutional counterparts, or no value at all. You should also note that if you do not take up all of your entitlement, then your percentage security holding in Costa will be diluted by not participating to the full extent in the Offer. Reconciliation risk for institutional shareholders Eligible institutional shareholders who participate in the institutional entitlement Offer or whose rights are renounced and therefore sold in the institutional shortfall bookbuild will do so based on a reference shareholding at the relevant time of the accelerated component of the Offer. That reference shareholding will be derived from all register and other data available to Costa and its share registry analytics firm. Similarly, ineligible institutional shareholders whose entitlement equivalent is accelerated and renounced in the institutional bookbuild will be calculated on the basis of a reference shareholding similarly derived. To the extent that a shareholder's declared shareholding differs from the share registry analytics firm's estimate of that shareholder's shareholding, an estimate or assumption may be made for the purposes of determining the reference shareholding. Any shareholding as at the record date in excess of the assumed holding may be included as part of the retail entitlement Offer. To the maximum extent permitted by law, Costa, the underwriter and their respective related bodies corporate, affiliates, directors, officers, employees or advisors will not be liable, including for negligence, for any failure to reconcile shareholdings in this or any related context. Risk of selling or transferring entitlements If you are an eligible retail security holder and do not wish to take up your entitlements, you can sell them on the ASX or transfer them to another person or entity other than on the ASX during the entitlement trading period. Prices obtainable for retail entitlements may rise and fall over the entitlement trading period and liquidity may vary. If you sell or transfer your entitlements at one stage in the retail entitlement trading period you may receive a higher or lower price than a security holder who sells or transfers their entitlements at a different stage in the retail entitlement trading period or through the retail shortfall bookbuild. Costa Group Holdings Limited Driscoll's Kesan ara African Blue Only the Finest Berries" lady fingers Morocco's Best Bluebe LOVACADO. Aussie avos. From Costa. MUSH BOOM! TO THE RESCUE Perino Vitor AUSTRALIA'S BEST itor. AUSTRALIA'S BEST 51 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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