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Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference

SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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Page 1: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Investor Presentation September 2018

NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada

SIDOTI & COMPANY Fall 2018 Conference

Page 2: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

CAUTIONARY NOTE AND FORWARD-LOOKING STATEMENT This presentation is confidential and is being supplied to you solely for your information and may not be reproduced or distributed to any other person or published, in whole or in part, for any purpose. No reliance may be placed for any purpose whatsoever on the information contained in this presentation or the completeness or accuracy of such information. No representation or warranty, express or implied, is given by or on behalf of Neptune Wellness Solutions Inc. (the “Corporation” or “Neptune”), or its shareholders, directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this presentation, and no liability is accepted for any such information or opinions. Statements in this presentation that are not statements of historical or current fact constitute ‟forward-looking statements” within the meaning of the U.S. securities laws and Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," "should," or "plans" to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Forward-looking information in this presentation includes, but is not limited to, information or statements about our ability to successfully develop, produce, supply, promote or generate any revenue from the sale of any cannabis-based products in the legal cannabis market. The forward-looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement and the ‟Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form (the ‟AIF”), which also forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the Investors section of Neptune’s website at www.neptunecorp.com. All forward-looking statements in this presentation are made as of the date of this presentation. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in Neptune public securities filings with the Securities and Exchange Commission and the Canadian securities commissions. Additional information about these assumptions and risks and uncertainties is contained in the AIF under ‟Risk Factors”.

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Disclaimer

Page 3: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

CAUTION REGARDING NON-IFRS FINANCIAL MEASURES

The Corporation uses two adjusted financial measures, Adjusted Segment Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) called non-IFRS operating segment loss when a segment is in a loss position, and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) called non-IFRS operating loss when the Corporation is in a loss position, to assess its operating performance. These non-IFRS financial measures are directly derived from the Corporation’s financial statements and are presented in a consistent manner. The Corporation uses these measures for the purposes of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. These measures also help the Corporation to plan and forecast for future periods as well as to make operational and strategic decisions. The Corporation believes that providing this information to investors, in addition to IFRS measures, allows them to see the Corporation’s results through the eyes of management, and to better understand its historical and future financial performance.

Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation. The Corporation uses Adjusted Segment EBITDA (or non-IFRS operating segment loss when in a loss position) and Adjusted EBITDA (or non-IFRS operating loss when in a loss position) to measure its performance from one period to the next without the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and because the Corporation believes it provides meaningful information on the Corporation’s financial condition and operating results. Neptune’s method for calculating Adjusted Segment EBITDA (or non-IFRS operating segment loss) and Adjusted EBITDA (or non-IFRS operating loss) may differ from that used by other corporations.

Neptune obtains its Adjusted Segment EBITDA (or non-IFRS operating segment loss) measurement by adding depreciation and amortization and stock-based compensation to segment income (loss) from operating activities before corporate expenses. Neptune obtains its Adjusted EBITDA (or non-IFRS operating loss) measurement by adding to net income (loss), net finance costs, depreciation and amortization and by subtracting income tax recovery. Other items such as stock-based compensation and legal fees related to royalty settlements that do not impact core operating performance of the Corporation are excluded from the calculation as they may vary significantly from one period to another. Excluding these items does not imply they are non-recurring.

Disclaimer

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Page 4: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Investment highlights

4

Established nutritional products supplier entering legal cannabis oil market • Leverages core competencies in science, extraction, formulation,

regulation and global commercialization • State-of-the-art cannabis oil extraction and lab facility • Ongoing profitable nutritional business

Multi-billion cannabis oil market in early high growth stage • Multiple medical, health and wellness applications developing • Expanding global demand for extraction and formulation • Competition fragmented, significant barriers to entry

Executing on 3 elements towards business readiness: site infrastructure, regulatory and commercial agreements • Phase I complete; Phase II underway • Expect to be operational once licenced issued • Initial commercial agreements in place

Near- and longer-term growth strategies in place • Near-term: B2B products • Long-term: B2B, B2C, differentiated science-based wellness products • Year 1 volumes expected to cover Cannabis Business operation costs

and generate positive EBITDA for the cannabis business

Strong cash position to execute growth initiatives

Page 5: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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VISION Provide great products

and solutions that deliver optimal health and wellness.

OPPORTUNITY Focused on markets,

characterized by large size and growth.

STRATEGY Leverage our scientific and innovative

expertise to create and provide our global customers with the best wellness

products and solutions.

$1.6B CAD

$1.8B CAD

$6.0BCAD

Medical Recreational

Canadian Legal Cannabis*

North America Nutrition Solutions **

* **

2021 Canadian market projections , CANACCORD, March 2017 2016 market size for North America – NEPT estimates

Page 6: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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CANNABIS BUSINESS

Page 7: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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Objective: to be the world's leader in

extraction, purification and formulation of value-added and

differentiated cannabis products

Page 8: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Cannabis is consumed for many reasons …

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WELLNESS MEDICAL NEED

Relieve pain Treat health problems

Manage health problems Avoid prescription meds

RELAXATION

Relax Feel peaceful

PSYCHOACTIVE

Have fun

Neptune‘s Target Applications

Sleep better Manage anxiety/stress Improve quality of life

Page 9: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Canadian legal cannabis consumption in medical and wellness expected to soar …

9 *Source: Canaccord Genuity, March 13, 2017 , Excludes global opportunities

~$8B estimated by 2021*

0

100

200

300

400

500

600

700

2017 2018 2019 2020 2021

Adult Use

Medical285

415

515

575

60

MT

Page 10: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Medical Cannabis

and CBD Oil CBD Oil only

Global opportunity will be primarily in medical & wellness products

10 State-by State

Governance Canada: Regulations come into force October 17, 2018 for Retail/Recreational

No Current

Opportunity

Page 11: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

NEPTUNE’S POSITION WITHIN THE VALUE CHAIN

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Raw Materials

Neptune

11

Hemp / Marijuana

Extraction and Purification

Formulated Delivery Forms

B2B* Branded Ingredients

and Formulated Products

B2C Neptune Branded

consumer products

Customers/Retail/Consumers

*Current focus

Distribution

Page 12: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Current Focus Within Cannabis Value Chain Leverages Core Competencies within the Largest Segment - Extracts

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FLOWER Smoked

EXTRACT Cannabinoids can

be extracted from the plant and

then used in a wide range of

health and wellness products

60%* 40%*

Gel capsules

Vape pens

Edibles

Topicals

Beverages

*BDS –US Market data (California) June 29th, 2018

Page 13: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

3-Phase Plan to Expand Processing Capacity as Global Markets Develop

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Phase I II III

Investment $4.8M

Site security & compliance CO2

$5M Purification & isolation

Solvent

As global

demand requires

Availability Now Complete March 2019

Page 14: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Our Phase I Investment is Now Complete!

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Security Fence GMP Facility Surveillance System

Phase II investment is now underway!

Page 15: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Phase I Licence Process Moving in Parallel with Commercial and Manufacturing Initiatives

Intake and Initial Screening

Application form

Business plan

Security clearance applications

Record-keeping methods

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Detailed Review and Initiation of Security Clearance Process

Application is reviewed to:

Meet the requirements of the ACMPR*

Assess risks to public health, safety and security

Establish that there are no grounds for refusing the application

Issuance of Licence to Produce (B2B) Issued once:

Security clearance is passed

Functional building onsite

Application meets all regulatory requirements and confirmation of readiness received from Health Canada

Submission of evidence package

Licensed to produce issued

Inspection and issuance of Sales Licence (B2C)

Licensed Producer (LP) notifies Health Canada (HC) as activities begin

HC will schedule an inspection to verify that the LP meets the requirements of the ACMPR for sales licence

*ACMPR: Access to Cannabis for Medical Purposes Regulations

NEPTUNE GOAL

May 2017 January 2018 Q3/Q4 2018 Q4 2018/Q1 2019

Page 16: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Bringing Decades of Wellness and Nutrition Product Experience to the Cannabis Industry

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Oil extraction engineering/expertise

GMP certified facility

Forms and delivery system

Regulatory affairs

Quality control

Clinical research

Global distribution

Experienced management team

Leveraging Core Competencies

Page 17: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Neptune Continues to Lever its Competencies Towards Differentiation

Patent

Two applications have been filed with the United States Patent and Trademark Office (USPTO) for patents related to potentially highly effective extraction of cannabis material

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Ongoing Pharmacokinetic Studies

2 proprietary formulations to improve CBD and THC absorption

1. Phospholipid rich omega-3 from krill

2. MaxSimil® : patented omega-3 fatty acid delivery

Research Agreement

Co-development agreement with Tetra Bio-Pharma Inc. for purified cannabinoid oil-based formulations targeting pain and inflammation for the natural health products and pet veterinary markets

Page 18: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Multi-Phase Path to Growth

Immediate Commercialization

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Global Expansion

• Extraction, purification and formulation of value added differentiated forms

• B2B extraction services

• Capsules, beverages, edibles, tinctures

• Branded ingredients

B2B

• Extraction, purification and formulation of value added differentiated product forms

• B2B extraction services

• Capsules, beverages, edibles, tinctures

• Branded ingredients

B2B B2C

• Launch Neptune differentiated science-based wellness products

• M&A

• Licensing

Near Term Longer-Term

Page 19: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Clear Demand for Extraction and Formulations Capabilities

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MULTI-YEAR SUPPLY AGREEMENT

CANOPY GROWTH

• Provide Canopy Growth with extraction capacity

• Non-exclusive agreement

• Minimum annual commitments

• Ready to begin production upon licencing

Page 20: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Expanding Processing Capacity to Supply Growing Demand

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Booked and projected opportunities to date resulting in solid initial volume expectations

Year 1 volumes expected to cover Cannabis Business operation costs and be EBITDA positive

Estimated site capacity utilization in 12 months period from initial commercialization (MT Cannabis)

Pursuing additional commercial agreements

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Page 21: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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NUTRITION BUSINESS

Page 22: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Providing Value Added Differentiated Nutrition Products and Services Based Upon Science

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A Pathway to Sell Specialty Ingredients Specialty

Ingredients

A Pathway to Sell Turnkey Solutions

Our progress and investment in people, processes and products continue -

including via research

Turnkey Nutrition Solutions

Page 23: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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A value added differentiated omega-3 where our investment in supporting science continues …

StudiesPre-Clinical /

Case Study Clinical Phase Commercial

Targeted

Completion Date

Absorption (PK Comparative Study)

Absorption (Population w/ Digestive Conditions)

Bioavailability (Omega-3 Index Studies)

2019 Q2

Liposoluble Delivery System (K2, CoQ10, Curcumin, CBD, etc.)

2019 Q2

Cardiovascular Health (Inflammation

and Cholesterol)

2019 Q3

Healthy Aging (Mitochondrial and Athletes Performance)

2019 Q3

Microbiome 2019 Q2 Pre-clinical Completed, Human Clinical Study Ongoing

Cystic Fibrosis Clinical Study Completed

Human Clinical Studies Ongoing

Human Clinical Study Ongoing

Human clinical study planning

Human PK Completed

Pre-Clinical Studies Completed, Human Clinical Study Ongoing

Page 24: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Investment highlights

24

Established nutritional products supplier entering legal cannabis oil market • Leverages core competencies in science, extraction, formulation,

regulation and global commercialization • State-of-the-art cannabis oil extraction and lab facility • Ongoing profitable nutritional business

Multi-billion cannabis oil market in early high growth stage • Multiple medical, health and wellness applications developing • Expanding global demand for extraction and formulation • Competition fragmented, significant barriers to entry

Executing on 3 elements towards business readiness: site infrastructure, regulatory and commercial agreements • Phase I complete; Phase II underway • Expect to be operational once licenced issued • Initial commercial agreements in place

Near- and longer-term growth strategies in place • Near-term: B2B products • Long-term: B2B, B2C, differentiated science-based wellness products • Year 1 volumes expected to cover Cannabis Business operation costs

and generate positive EBITDA for the cannabis business

Strong cash position to execute growth initiatives

Page 25: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

25

Thank You

www.neptunecorp.com

NASDAQ/TSX: NEPT

Page 26: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

APPENDIX

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Page 27: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Consolidated Financial Position

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(in thousands of CAD $) June 30, 2018 Mar. 31,

2018

Cash, cash equivalents and restricted short-term investments

22,865 26,697

Total Debt 4,320 4,661

Total Equity 81,465 86,534

Q1 investment in Cannabis Business including capital expenditures = $3.5m

Page 28: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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Q1-2019 Consolidated Financial Results - DETAILS

Nutraceutical Cannabis Corporate

$ $ $ $ % of sales

Total Revenues 5,168 - 5,168

Gross margin on sales 1,223 - 1,223 25%

Total gross margin as per FS 1,493 - 1,493

R&D expenses, net of tax credits and grants (87) (1,589) (1,676) 32%

SG&A (Nutraceutical and Cannabis) (959) (496) (1,455) 28%

Corporate G&A expenses - - (2,397) (2,397) 46%

Adjusted EBITDA or non-IFRS operating loss 633 (1,302) (1,588) (2,257) -44%

Income taxes 83 83

Net loss (4,100) -79%

Nutraceutical Corporate

$ $ $ % of sales

6,531 6,531

2,209 2,209 35%

2,443 2,443

(393) (393) 6%

(1,225) (1,225) 19%

- (1,595) (1,595) 24%

1,597 (974) 623 10%

20 20

(1,149) -18%

(b) Q1-2018 excludes Acasti's results.

(a) Nutraceutical and cannabis are the two reportable segments of the Corporation. The corporate column represents

unallocated costs which are corporate G&A expenses, net finance costs and income taxes.

Total Revenues

Gross margin on sales

Total gross margin as per FS

R&D expenses, net of tax credits and grants

Net loss

SG&A (Nutraceutical)

Corporate G&A expenses

Adjusted EBITDA or non-IFRS operating loss

Income taxes

Consolidated

(in thousands of CAD $)

Q1-2019 (a)

Consolidated

Q1-2018 (b)

(in thousands of CAD $)

Page 29: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

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Equity Structure

as of June 30, 2018

Common shares 79,237,689

Deferred Stock Units 570,752

Options 10,186,869

Warrants 750,000

Total diluted shares 90,745,310

Insiders ownership (Shares and DSU): approx.10%

Page 30: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Executive team

Jim Hamilton

President , CEO & Board Member

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Mario Paradis, CPA, CA

VP & Chief Financial Officer

Michel Timperio New Ventures

• Responsible of BD for last 16 years for Neptune

François-Karl Brouillette

Vice President, Science & Innovation Nutrition Business

• Holds a Master degree in Organic Chemistry

• + 15 years in Natural Health Product Industry

• Former owner of Biodroga Inc.

Marc Vaugeois Vice President, Sales Nutrition Business

• + 25 years in health & nutrition industry

• Former owner of Biodroga Inc.

Jackie Khayat

Vice President, Bus. Development

• 15 years in Nutraceutical and Healthcare sales

experience

• Science degree in Nutrition and now completing her Executive MBA at Concordia University

• Formally of 3M Canada

• Former CFO Atrium Innovation acquired by Nestlé for $2,3B

• Senior Director PricewaterhouseCoopers

• Former President of DSM Nutritional Products USA

• 30 years wellness products industry experience

Jean-Daniel Bélanger Vice President, Legal & Corporate Affairs

• Former securities law firm partner

• Member of Quebec Bar since 2006

Page 31: SIDOTI & COMPANY Fall 2018 Conference · Investor Presentation September 2018 NASDAQ and TSX: NEPT Headquartered in Laval, Quebec, Canada SIDOTI & COMPANY Fall 2018 Conference . or

Board of directors

John Moretz

Chairman of the Board

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Hélène F. Fortin

Director

Katherine Crewe

Director

Dr. Ronald Denis

Director

Rick Schottenfeld

Director

Schottenfeld Group LLC