Kerry : Presentation – Kerry reaches agreement to acquire Niacet

Kerry to acquire Niacet

Leading the drive to sustainable nutrition through preservation

21 June 2021

Disclaimer: Forward Looking Statements

This presentation and any oral information based upon such presentation (collectively hereinafter the "Presentation") has been prepared by Kerry Group plc ("Kerry" and together with its subsidiaries, the "Group"). This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to sell or issue, or the solicitation of an offer to subscribe for, buy or acquire, securities of Kerry, or an inducement to enter into a transaction with Kerry or any investment activity in any jurisdiction. Neither this document nor any part of it, or the fact of its distribution, shall form the basis of, or be relied on in connection with, any contract therefor or investment decision in relation thereto.

The information in this Presentation has not been independently verified and does not purport to contain all of the information that may be required to evaluate an investment in the Group and/or its financial position. Any prospective investors must make their own investigation, analysis and assessments and consult with their own adviser concerning the data referred to herein and any evaluation of the Group and its prospects. Kerry is not undertaking any obligation to provide any additional information or to update this Presentation or to correct any inaccuracies that become apparent. The information contained in this Presentation is for background purposes only and is subject to material updating, completion, revision, amendment and verification. No representation or warranty, express or implied, is or will be given by Kerry, its subsidiaries, its shareholders or their respective directors, officers, employees or advisers as to the accuracy or completeness of this Presentation. To the extent permitted by law, no liability whatsoever is accepted by Kerry, its subsidiaries, its shareholders or their respective directors, officers, employees or advisers or any other person for any loss howsoever arising, whether directly or indirectly, from any use of this Presentation or such information or opinions contained herein or otherwise arising in connection herewith.

This presentation may contain forward looking statements with projections regarding, among other things, the Group's strategy, revenues, earnings, trading profit, trading margin, finance costs, tax rate, capital expenditure, dividends, cash flow, net debt or other financial measures, the impact of foreign exchange fluctuations, the impact of raw material fluctuations and other competitive pressures. These and other forward looking statements reflect management expectations based on currently available data. However, actual results will be influenced by, among other things, macro-economic conditions, food industry supply and demand issues, foreign exchange fluctuations, raw material and commodity fluctuations, the successful acquisition and integration of new businesses, the successful execution of business transformation programmes and other, as of today, unknown factors. Therefore, actual results may differ materially from these projections. These forward looking statements speak only as of the date they were made and Kerry undertakes no obligation to publicly update any forward looking statement, whether as a result of new information, future events or otherwise. No representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed, on any such forward looking statement contained in this Presentation. No statement in the Presentation or given at the meeting at which the Presentation is made is intended as a profit forecast or a profit estimate. No such statement should be construed or interpreted to mean that the earnings or earnings per share of Kerry will necessarily be greater or lesser than those for the relevant preceding financial periods for Kerry.

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A Key Step in Kerry's Food Protection and Preservation Strategy

Strategic Rationale

Transaction Details

Niacet is a global market leader in technologies for preservation Strongly aligned with Kerry's food protection and preservation strategy Significant consumer and market demand for preservation

Extends and accelerates Kerry's sustainable nutrition impact Attractive financial profile

• Enterprise Value: €853m ($1,015m based on prevailing rate of $1.19: €1)
• EV/EBITDA of 15.4x based of FY2021E excluding synergies
• Expected closing pre-endof Q3 2021 (subject to closing conditions & regulatory approvals)

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A Global Market Leader in Technologies for Preservation

Niacet Overview

• Leadership positions across multiple categories
• • #1 in bakery preservation
  • Leader in cost effective low sodium meat and plant-based preservation
  • Global leader in acetates for pharma market
• Cutting edge process technology
• Significant consumer and market demands
• Diverse and long-standing customer base in 75+ countries
• High quality, proven management team
• Key Facilities: Niagara Falls (NY), Tiel (NL)
• FY 2021E Revenue: $220m
• FY 2021E Adj. EBITDA: $66m, ~30% margin

Revenue Split by End Market¹

22%

Food

Pharma & Other

78%

Revenue Split by Geography¹

8%

13%	North America
45%	Europe

	APMEA
34%	LATAM

¹ Niacet company and financial information. Revenue breakdown of business provided per FY2020.

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With Industry-Leading Capabilities and Brands

End Market

Technologies

Brands

Key Attributes

Food

Pharma & Other

Industry leader in propionates, low sodium acetates and low sodium dried vinegar

Proprietary drying and granulation process technology

Industry leader

in high grade

acetates

• Leader in cost effective, crystallized technologies that increase food safety and shelf life
• Leading range of specialty organic salts and functional blends that boost food safety in meat and plant-based
• #1 player with unrivalled scale in propionates
• • Market leader in bakery preservation
  • Offers preservatives to prevent feed spoilage by recontamination, while maintaining and improving nutritional value
• Leader in high grade acetates into pharma for the production of insulin, dialysis fluids, phosphate binders, antibiotics, enzymes and vitamins
• Market leader across all geographies globally and across all quality metrics

Source: Niacet company and financial information.

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