Key HighlightsCombining Darling with Griffin creates America’s largest independent renderer and recycler serving the nation’s food industry

Key considerations:

National platform with scale

Diversified base of raw material supply

Entrenched customer relationships

Insulation from commodity price fluctuationsInsulation from commodity price fluctuations through raw material pricing formulas

Global distribution of finished products

High free cash flow generationHigh free cash flow generation

Strong balance sheet

Experienced management team

2

Competitive Strengths

National Platform with Scale

Diversified Base of Material Inputs

Regulatory Compliance and

PermittingLargest independent rendering provider with operations nationwide

Breadth to service

Diverse mix of beef, pork and poultry raw materials and the largest recycler of bakery waste

Permits by local governments to operate each plant

Comply with complex food

Permitting

national accounts Pricing formulas insulate from commodity price fluctuations

safety regulations

Long term

Both Darling and Griffin senior management have

Experienced Management Team

Created value-added feed formulations that improve

Culture of Innovation

Average length of top ten supply relationships is

Long-term Relationships with

Raw Material Suppliers

gan average of more than 25 years of industry experience

pdigestibility and caloric content

Implementing next-generation green diesel technology to open a new

pp y p24+ years

Processing plants generally within 100 miles of supplier facilities

3

gy pmarket for fats and oils

Darling’s National PlatformThe only independent recycling/rendering company with a national footprint

Network of 45 processing facilities from coast to coast

4

Acquisition Rationale

Darling 2009Darling 2009

Diversifies into Poultry and BakeryDiversifies into Poultry and Bakery

Diversification of raw material supply, providing Darling with greater exposure to poultry

Poultry

Strategic rationaleStrategic rationale

Griffin is one of the three largest non-captive US processors of poultry by-productsReduces Darling’s reliance on beef as their #1 raw material sourcePoultry consumption growth outpaces other protein consumption

E t i t b k li b i

Poultry11%

Cooking oil12%

Beef/Pork77%

Entry into bakery recycling businessGriffin is the largest US producer of bakery by-productsHigh margin due to lower processing requirement and high caloric content of finished product

Complementary footprint resulting in increased scale and broader geographic presence

Poultry Bakery

Beef/Pork 10%

Griffin 2009Griffin 2009

broader geographic presenceFills in Darling’s footprint in the southeast United StatesGreater customer diversificationProvides entry into new products and premium feed formulationsScale arbitrage on fat and grease volume

47%

Cooking oil 11%

Bakery32%

Pro Forma 2009Pro Forma 2009Improves feedstock sourcing alternatives for Valero renewable fuels JV

Poultry fat works well to LouisianaDoubles feedstock available in the eastern region

Operating cost synergy and revenue enhancement potential

Poultry29% Beef/Pork

40%

5

Formulation and branding opportunitiesOverhead reductions

Cooking oil11%

Bakery 21%

Griffin Industries Overview

The largest independent providers of rendering, bakery feed, and cooking oil recycling services in the Southeast

Business overviewBusiness overview Key highlightsKey highlights

Highly Experienced Management

Strategic Non-Cyclical Raw

Material Availability and

Track Record of Growth

and Strong Financial

Environmentally Friendly and Sustainable

Products and

Southeast

Collects and processes by-products from:Poultry and meat processorsCommercial bakeries Market

Leading Agri Business

Management Team

Material Availability and Finished Product Demand

Global Leader in Innovation

and Premium Product

and Strong Financial Performance

Products and ProcessesRestaurants

Grocery storesButcher shops

Process raw materials into value added products,

Agri-Business Premium Product Development

Geographic presenceGeographic presence

including:Pet food and animal feedFertilizer and Bio fuels

Operates a fleet of over650 vehicles1,725 trailers525 railcars

Headquartered in Cold Spring KY and founded in

6

Headquartered in Cold Spring, KY and founded in 1943 with 1,392 employees Bakery

Rendering & Other

Griffin Industries Business ModelCommodity Products (<45% of 2009 Sales)

Griffin Premium, Value-Added, or Branded Products (>55% of 2009 Sales)

Raw Materials

• Griffin’s premium, branded organic f tili

Poultry

Poultry By-Products

fertilizer

• Griffin’s premium poultry meal processed at lower temperatures to increase digestibility and palatability

• Griffin’s branded high qualityanimal protein designed for dairy

47%

Flash Dried Poultry Meal

Meat & Bone Meal,Poultry Meal,Feather Meal,Blood Meal

• Unique service program that allows small feed mills and large farms to purchase fats and other feed

cows• Griffin’s high quality pet-food additive

made from chicken by-productsPet-Grade

Poultry Meal

Beef & Pork

Beef & Pork By-ProductsYellow Grease, Tallow,

Poultry Grease, Feed Fats

additives direct from Griffin

• Griffin’s clean-burning biodiesel produced from rendered animal by-products and recycled cooking oil

• Griffin’s branded grease product

Pork 10%

SpentSpent Cooking Oil

Bakery Feed

g pthat can be burned for fuel

• Griffin’s high energy contentanimal feed additive

Bakery32%

Cookie® Meal

Spent Cooking

Oil 11%

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Bakery & Snack Food WasteBakery Feed

Griffin Procurement and Risk Management

100% of rendering business under formula pricing100% of bakery business under formula pricingO 60% f t t ki il t dOver 60% of restaurant cooking oil customers under

formula pricing agreementsContracts typically 3-5 yearsContracts typically 3 5 years

8

Griffin Industries Premium ProductsStrategic focus on premium and value-added productsStrategic focus on premium and value-added products

Griffin is able to drive premium pricing through differentiated and value-added

(As a % of total sales)

Expansion of premium, value-added and branded salesExpansion of premium, value-added and branded salesExpansion of premium, value-added and branded salesExpansion of premium, value-added and branded sales

through differentiated and value added products

57%57%• Expanded premium, value-added and branded

sales from 25% in 2005 to 57% in 2009

57%57%

25%

Premium products pricing relative to commodity mealsPremium products pricing relative to commodity meals

2005 2009

25%

sales from 25% in 2005 to 57% in 2009

• Enhanced nutritional content, consistency and customization drives premium pricing

25%

Premium products pricing relative to commodity mealsPremium products pricing relative to commodity meals

2005 2009

25%

Premium products pricing relative to commodity mealsPremium products pricing relative to commodity meals

Griffin Pet - Grade Poultry Meal

Griffin Poultry Meal (Flash Dried)

Griffin Low Ash Poultry Meal

• Processing capacity and proprietary equipment and methods allow Griffin to focus on raw material segregation which facilitates the production of specialized custom blends

Premium products pricing relative to commodity mealsPremium products pricing relative to commodity meals

+65%+70%

+75%

Commodity Feed Grade Poultry Meal

production of specialized, custom blends

Value-added products sell for a significant premium to commodity products Grade Poultry Meal

9

products

Griffin’s Operating DivisionsOperating segment overviewOperating segment overview

Raw Material Processing and Production & Sale of Finished Goods

Production & Sale of Finished Goods Support

Rendering Bakery FeedsHides &

Skins Export Fertilizer Biodiesel Jay Gee

Year Established 1943 1993 1976 1986 1995 1999 1978

2009 sales mix by segment22009 sales mix by segment2

Processing Facilities 12 facilities 9 facilities 2 facilities 1 facility 1 facility 1 facility 2 facilities

Transfer Stations 24 3 N/A N/A N/A N/A N/A

2009 raw materials mix12009 raw materials mix1 y gy g

Rendering

Export 9%Other 5%

Beef/Pork10%

Poultry47%

Rendering 59%

Bakery26%

Bakery32%

Spent Cooking Oil

11%

10

1 Restaurant cooking oil raw material volumes are divided between the Rendering (92%) and Bakery Feeds (8%) divisions2 Other includes Hides & Skins (2%), Fertilizer (1%), and Biodiesel (1%)

32%

Fills in the U.S. Southeast Footprint

Griffin IndustriesDarling International

Darling and Griffin locationsGriffin locations onlyDarling locations only

11

Similar Size Companies

DarlingDarling GriffinGriffin ProF

ProFDarlingDarling GriffinGriffin FormaFormaFYE December 31, 2009

Revenue $598 $525 $1,123

Locations 81 55 136 ocat o s 8 55 36

Employees 1,870 1,392 3,262

2009 EBITDA $96 $114 $210

12

Transaction Synergy Potential

Griffin will operate as a wholly-owned subsidiary of Darling and over time will create synergies through:and over time will create synergies through:

Routing improvements (Florida, Georgia, Indiana, Ohio in 2011)

Implementation of best practices from Darling and Griffin to achieve plant processing efficiencies

Scale arbitrage on fat & grease volume for green diesel opportunity

Expanded footprint to better serve national accounts

SG&A reduction opportunities

13

Successful Acquisition Integration Track Recordg

Ace Grease J&R Southeastern Maintenance Sanimax USA

Since 2004, Darling has acquired and integrated 9 companies investing a total of $212 millionSince 2004, Darling has acquired and integrated 9 companies investing a total of $212 million

2004 2005 2006 2007 2008 2009

July07

Dec08

Oct05

FL, GA KC metro NYC metro

Service Rendering, Inc.& Construction Inc.

2010

Sanimax USA

Dec09

Great Lakes

2004 2005 2006 2007 2008 2009

Dec04

May06

Feb09

Aug08

GAGASo CA

Burrows Industries, Inc. National API Recycling, Boca

MidwestUS

2010

June10

NE, KS

Nebraskadba Minuteman Pumping By-Products, LLC div of American

Proteins Inc.Transport, Inc. By-Products

14

Griffin Enhances Existing Management Team

Griffin

Name Years at Griffin Years in Industry

Darling

Name Years at Darling Years in Industry

Robert GriffinPresident & CEO

37 37

Martin Griffin 30 30

Randy StueweChairman & CEO

8 27

John Muse 13 40Chief Operating Officer

Anthony GriffinChief Financial Officer

17 17

EVP & CFO

Neil KatchenEVP, Operations

40 40

Thomas GriffinSenior Vice President

31 31

William ReagorJohn Sterling

Michael Rath,EVP Commodities & Risk Management

2 24

William ReagorPresident of Bakery Division

17 17

Rick ElrodExecutive Vice President

26 26

John SterlingEVP, Secretary & GC

3 13

Dr. Ross HamiltonVP Technology &

14 14

15

Government Affairs

Transaction OverviewTransaction Overview

Transaction Overview

Target & Purchase Price

Griffin Industries (“Target”)One of the largest independent providers of value-added rendering, bakery feed and cooking oil recycling servicesPurchase Price

$840mm purchase price

Capital Structure$325mm Revolver due 2015$300mm Term Loan B due 2016Capital Structure $250mm High Yield Bond due 2018$100mm Equity to Target

Acquisition Diversification of raw material supplyEntry into bakery recycling business

qRationale Entry into bakery recycling business

Complementary footprint in the southeast

Projected Closing Week of December 13th

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