1

Strictly private and confidential

MARF, la otra alternativa

financiera de la gran PYME

PANEL EMISORES CAMPOFRIO FOOD GROUP

Luis Montesinos Treasury & Tax Director

CEIM-CEOE

ECOFIN

Jueves 27 de febrero, 2014

2

Our Key Facts

8 interdependent companies operating in 8 countries

9,000 employees

32 manufacturing facilities

450,000 tons annual volume processed meat products

70,000 tons annual volume fresh meat products

2 billion euros annual sales

Company headquarters in Spain

3

• Unique European footprint

• Strong local brands in our product categories and markets

Leading branded portfolio

CFG MARKET POSITION

CFG BRANDS VALUE SHARE (%)

`

`

Portugal

(1)

63%

Spain

29%

France

18%

`

Belgium

31%

`

The Netherlands

23%

`

Germany

1%

`

Romania

15%

`

Italy

3.7%

(1) Portugal figures for cooked ham segments only

Source: MAT Nielsen / IRI July 2011 – Value share of Branded Processed meats in Modern Retail channels Self-service

4

…3 times larger than its closest European competitor

(*) FY10 Results, comparable processed meat activities only

(¹) Including food service activities and ready meals

Public companies

2 €bn

0.7 €bn

0.3 €bn

CAMPOFRIO FOOD

GROUP

(*) Net Sales (€bn)

Herta

Madrange

Cranswick

Ter Beke

0.3 €bn

Bell AG

0.4 €bn

0.3 €bn

Fleury Michon 0.6 €bn (¹)

CFG MARKET POSITION

0.4 €bn Beretta

5

26%

21%19%

9%

7%

7%

3%

2%2% 4%Cooked ham

Hot Dogs

Dry Sausages

Dry ham

Poultry

Cold Cuts

Ready Meals

Meal Components

Pate

Others

We cover all key product

segments of the processed

meats category, with a focus

on Cooked Ham, Hot Dogs,

Dry Sausage and Dry Ham.

450,000 tons annual volume

processed meat products.

70,000 tons annual volume fresh

meats and semi fresh processed

meat products

Our Products

Dry sausages

73.000 tons

Cooked ham

100.000 tons

Dry ham

35.000 tons

Hot Dogs

80.000 tons

Pates

8.000 tons

Poultry

27.000 tons

Ready Meals

and Meal

Components

19.000 tons

Cold Cuts

27.000 tons

Processed Meat

Products

6

Export

We reach more than 250 million consumers worldwide through our export business

with an active presence in four continents and more than 50 different destination

countries, thanks to an ambitious export development strategy.

7 Initial Assumptions

Case by case: “…every Company has its own inherent circumstances…”

Financial Situation

Rating

Free cash flow

Liquidity

Leverage

Capitalization

Banking Relationships

Sector/ Industry / Market

Nationality / Sovereign Risk

Financing Requirements

Importance of timing: market windows and extreme volatility

Objectives and Priorities

Decision criteria

P&L: Financial Costs

Balance: Leverage / Flexibiliity

Cash Flow: Debt maturity profile

Management

Shareholders: public / private

8 Refinancing Objectives

Company debt simplification and harmonization All corporate debt at parent company level.

Refinancing of debt at subsidiary level

Maturity debt profile extension

Financial flexibility

Covenants reduction

Acquisitions ability

Liquidity position

Dividends policy

Focus on managing the Company without further distractions

Merger process fulfillment

Operational management

9

High quality

corporate borrowers

should consider

financing well in

advance of the

maturity surge over

2011 – 2015

Covenant flexibility

and duration to

maturity are key

considerations

(problems with a

number of other

credits may cause

serious disruption in

the markets

beginning

in 2011)

Debt maturity concentration

Projected Annual HY Maturity Profile – US leveraged debt market

Projected Annual HY Maturity Profile – European leveraged debt market

6 1329

76

170

221

33

1

4255

90

91

107

137

160

115

2009

2010

2011

2012

2013

2014

2015

2016

Volu

me (

US

$bn)

US leveraged term loans US HY bonds

48

68

119

166

278

357

193

116

1 3

10

24

42

47

17

45

10

10

18

17 9

9

2009

2010

2011

2012

2013

2014

2015

2016

Volu

me (

€bn)

European leveraged term loans European HY bonds

46

13

20

42

59

56

26

Note: European HY bonds include all corporate bonds rated either Ba1 or below by Moody’s and or BB+ or blow by S&P;

European Leveraged Term Loans include only term loans syndicated to European loan investors

Source: Deutsche Bank, S&P, Bloomberg

12

Deutsche Bank

Corporate & Investment Bank

High yield bond issuance and market corrections over time

High Yield Market windows

US - HY new issue volume Europe - HY new issue volume HY net funds flow Global HY index (STW)

Market

Closed

Market

Closed

Market

Closed Market

Closed

Since the fiscal crisis

there have been a

number of market

corrections, typically

lasting 6–8 weeks

Market closures in 2011

and 2012 have been

precipitated by

peripheral sovereign

issues, with relief rallies

typically following each

short-term “solution”

agreed

10

Market

Closed

Market

Closed

Market

Closed

(4,000)

(3,000)

(2,000)

(1,000)

0

1,000

2,000

3,000

4,000

5,000

Jun-09 Aug-09 Oct-09 Dec-09 Feb-10 Apr-10 Jun-10 Aug-10 Oct-10 Dec-10 Feb-11 Apr-11 Jun-11 Aug-11 Oct-11 Dec-11 Feb-12

Weekly

volu

me (

US

$m

)

400

500

600

700

800

900

1,000

1,100

1,200

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

11.0

12.0

ST

W (b

ps)

Weekly

volu

me (

US

$bn)

13

Bank Financing / Defaults / Restructuring evolution

•Number of defaults vs. restructurings

•Volume of defaults vs. restructurings

(based on senior par issue)

12/03/2014 12:09:18 10dld0130_DB white screenshow

13

4 411 8

18

41

5 3

32

5

50

0

10

20

30

40

50

60

70

80

90

100

2004 2005 2006 2007 2008 2009

Restructurings Defaults

Note: Distressed credits are issues rated D or restructuring

Volume by Sr. Par Issue reflects only total amounts of senior debt issued as tracked by LCD’s analysis

Source: S&P LCD 2009

0 1 2 2

9 12 1 1 1 1

6

37

0

10

20

30

40

50

60

2004 2005 2006 2007 2008 2009

€b

n

Restructurings Defaults

14 Bank / Bonds - Amendments-Waivers vs. Default rate

12/03/2014 12:09:18 10dld0130_DB white screenshow

14

0

10

20

30

40

50

60

2005 2006 2007 2008 2009

1Q 2Q 3Q 4Q

Note: Based on LCD News coverage; includes both resets and waivers

Source: S&P LCD 2009

Default rate combined € and US$ HY market

Amendments / Waivers bank market evolution

The crisis in the financial

markets started in 2008

dramatically changed a

positive trend in the bank

agreements, which is

lingering nowadays.

In spite of the financial markets

lingering turmoil, the default rate

in the HY bond market is at

historically low levels (currently

below 5%) in contradiction to the

bank market.

15

Deutsche Bank

Corporate & Investment Bank

Banks funding costs and sovereign CDS spreads

iTraxx Financials (Bank funding costs) (5yr) Banks CDS (5yr)

Euribor – OIS spreads (3mths) Western European Sovereign CDS (5yr)

1

We continue to witness

a period of volatility due

to Sovereign pressures

and global growth

concerns

Banks have been forced

to take write downs on

some of their Sovereign

debt holdings and also

to embark on

recapitalisation

exercises

Funding costs have

therefore increased for

all asset classes,

although underlying

rates remain low,

meaning coupons are

still attractive

Euribor-OIS spreads

have increased

demonstrating the

stress in the money and

inter-bank markets

Source: Bloomberg, March 2012 Source: Bloomberg, March 2012

Source: Bloomberg, March 2012 Source: Bloomberg, March 2012

120

160

200

240

280

320

360

ene-1

1

feb-1

1

mar-

11

abr-

11

may-1

1

jun-1

1

jul-11

ago-1

1

sep-1

1

oct-

11

nov-1

1

dic

-11

ene-1

2

feb-1

2

mar-

12

(bps)

143 193

126

128

142

113

131

95

85 110

92

85

73

297

264

255

235

230

221

200

180

161

160

139

137

96

0

50

100

150

200

250

300

350

MS

RB

S

SG

CA

BA

ML

GS

Citi

BN

P

UB

S

Barc

ap

CS

JP

M

(bps)

01-Jan-2011 15-Mar-2012

0

20

40

60

80

100

120

ene-1

1

feb-1

1

mar-

11

abr-

11

may-1

1

jun-1

1

jul-11

ago-1

1

sep-1

1

oct-

11

nov-1

1

dic

-11

ene-1

2

feb-1

2

mar-

12

bps

150

200

250

300

350

400

450

ene-1

1

feb-1

1

mar-

11

abr-

11

may-1

1

jun-1

1

jul-11

ago-1

1

sep-1

1

oct-

11

nov-1

1

dic

-11

ene-1

2

feb-1

2

mar-

12

bps

16 Issuance structure

Campofrio

Portugal,

S.A.

(Portugal)

Industrias de

Carnes Nabre

S.A. (Portugal)

(Guarantor)

SC Tabco

Campofrio,

S.A.

(Romania)

New RCF

Bilateral

Facilities

Factoring

Facility

Campofrio

Food Group

France Holding

SAS

(France)

Imperial Meat

Products, VOF

(Belgium)

(Guarantor)

Campofrio Food

Group Belgium

BVBA (Belgium)

Dutch

subsidiaries

Campofrio Food

Group Nethel. Hold.

BV

(Netherlands)

CFG Deutscheland

GmbH

(Germany)

LBO

Facilitie

s

Notes Offered

hereby

Carnes

Selectas

2000, S.A.

(Spain)

Including other

Spanish and

Romanian

subsidiaries

Campofrio

International

Finance S.a.r.l.

(Luxemburg)

Campofrio Food

Group

Holding, S.L .

(Spain)

USPP

Notes

Belgium

Subsidiaries

Guarantors

99.9%

99%

97.9%

16

CFG Portugal SGPS

Soriedade LDA

Unipassoal

(Portugal)

SEC SNC

(France)

(Guarantor)

Aoste SNC

(France)

(Guarantor)

Including other

French and Italian

Subsidiaries

Campofrio Food

Group, S.A. (Spain)

(Issuer) - publicly

listed entity

All the main operating

entities of the Group

are providing

guarantees to the New

2016 Notes and the

RCF

Subject to agreed

security principles the

Issuer is obliged to

provide additional

guarantees to ensure

that the combined

EBITDA and assets of

the Issuer and the

Guarantors is at least

75% of consolidated

EBITDA and assets

respectively

17 Refinancing considerations

Campofrio should

immediately address

its short term

maturities with

possibly a full

refinancing of its

existing debt

structure

With limited liquidity

available in the bank

market the company

should take

advantage of a

currently very strong

bond market to

proceed with a full

refinancing

Maturity

Substantial maturity starting in 2010

Limited liquidity in the bank market for incremental

exposure to company

Long term maturity for bond (7 years)

At least 3 year maturity for any new bank financing (24

months grace period)

Blended

pricing

Current pricing is Euribor based. Euribor rates are

expected to increase substantially over the coming

years (by circa 1.0% per annum over next 3 years)

Current blended cost of circa [7]% assuming Euribor

rate of 2%

New HY bond to be priced at circa 10.0% on a senior

unsecured basis

Any new bank debt with a 3 year maturity expected to

be priced between E + 1.5% and E + 3.5% depending

on structure and lender profiles

Blended cost of circa [8]% if bank/bond structure and

circa [9]% if all bond structure

Cashflow

Cheaper interest cost though substantial scheduled

amortizations results in constrained cashflows,

particularly in downside case

Higher interest cost but with smaller new scheduled

amortizations driven by size and average life for any

new bank facility

Financial

covenants

Maintenance covenants

Potential breach of covenants if the business

underperforms current business plan

Uncertainty around economic environment and raw

material prices increase merits for a prudent approach

Incurrence only covenants for bond

Agreement with banks on financial covenants with

sufficient headroom for any new bank facility (eg

leverage and interest coverage of 4.0x)

Reporting Quarterly reporting requirements Quarterly reporting requirements

Dividends

No dividend unless leverage is below 2.75x and LBO

facility is fully repaid

Bond would allow dividends based on net income

generation

Acceptable dividend restrictions to be agreed in any

new bank facility

Acquisitions

No acquisition unless leverage is below 2.75x and LBO

facility is fully repaid

No material restrictions for bond

Acceptable acquisition restrictions to be agreed in any

new bank facility

Re-rating

of equity Equity markets potentially concerned with debt structure Sustainable debt structure may re-rate the equity

Current position Refinancing results

18 Time-schedule and key milestones

Need to take

advantage of a

market window that

was considered then

as non lasting.

Deadline on

November 20th as our

issuance was based

on 1H09 audited

financial statements

Process actually

kicked off on August

24th although a due

diligence had been

undertaken the prior

month.

In parallel, a €55M

RCF was contracted,

as well as a €150M

factoring line

extended and the

outstanding

derivatives were

restructured.

To sum up, the bond

issuance process

was completed in 8

weeks from kick-off

to closing.

Key date Key events

24 agosto Reunión de kick-off

17 September Board Presentation and decision

21 September Meeting with rating agencies

5 October Offering Memorandum 1st draft

9 October Rating feedback

15 October OM to printer

w/o 19 October HY Bond Launched

Roadshow ( London, Paris, Frankfurt)

Bond Priced

2 November Closing/Funding (including repayment of existing debt)

Public holidays 1

UK

2

US

Public holidays 1

UK

2

US

September October November

S W T F S T M S W T F S T M S W T F S T M

September October November

S W T F S T M S W T F S T M S W T F S T M

26

19

1

5

26

15 16 17 18 14 13

22 23 24 25 21 20

29 28 27

8 9 10 11 7 6

2 3 4

30 31

14

28

17 18 19 20 16 15

24 25 26 27 23 22

30 29

10 11 12 13 9 8

3 4 5 6

21

1 2

7

12

2

9

23

12 13 14 15 10

19 20 21 22 18 17

25 24

5 6 7 8 4 3

1

16

27 28 29

30

11

26

19

1

5

26

15 16 17 18 14 13

22 23 24 25 21 20

29 28 27

8 9 10 11 7 6

2 3 4

30 31

14

28

17 18 19 20 16 15

24 25 26 27 23 22

30 29

10 11 12 13 9 8

3 4 5 6

21

1 2

7

12

2

9

23

12 13 14 15 10

19 20 21 22 18 17

25 24

5 6 7 8 4 3

1

16

27 28 29

30

11

19 Offering Summary

Key Terms

Issuer Campofrio Food Group, S.A

Price 8.25%

Size €500m

Maturity 7 years bullet (2016)

Callability NC 4

Rating B1 / B+

Use of Proceeds Refinance existing debt

Ranking Senior unsecured debt, pari passu with existing and future

indebtedness of the Issuer and guarantors

Guarantors

Guarantors and Issuer will represent 91% and 77% respectively of

the EBITDA and assets of the group for the 6 month period ended

June 30, 2009

Covenants

Undertaking and restrictions for dividends, additional

indebtedness, assets sales and acquisitions standard for this kind

of transactions.

Distribution/

Listing

Regulation S / 144a (not for Primary sale in Spain)

In the Euro MTF Luxembourg Stock Exchange

Bookrunners Deutsche Bank / RBS

Co-managers BBVA, Santander, HSBC, Goldman, BNPP, Rabobank

19

The bonds are issued

by the listed Spanish

entity which benefits

from upstream

guarantees for at least

75% of EBITDA and

combined total assets

of the Group

The bonds are senior

unsecured and will

mature in 2016.

(a) Expected rating (further details on page 6)

20 Resulting financial strategy

8-year €500M bond issued on October el 23rd 2009 with bullet repayment in

October 2016 8.25% coupon and B1/B+ rating.

Solid liquidity position €380M:€160M cash plus €220M available bank lines,

(including a new €55M RCF).

Diversified banking relationships.

Straight-forward debt structure centralised at parent company level.

Working capital focus and cash management procedures at corporate level.

20

Successful

refinancing of the

entire corporate debt.

Solid financial

position and

substantial liquidity.

0

50

100

150

200

250

300

350

2009 2010 2011 2012 2013 2014 2015 2016

USPP Term loan credit facility (A and B) Committed bilaterals Drawn RCF Other

0

100

200

300

400

500

600

2009 2010 2011 2012 2013 2014 2015 20160

100

200

300

400

500

600

2010 2011 2012 2013 2014 2015 2016

MtM on hedges HY Bond

Maturity profile pre refinancing (€m) Maturity profile post refinancing (€m)

21 Rating process (I)

• Why there are relatively few companies with credit rating?

– Implicit cost:

• Rating request file.

• Maintenance (processes, reporting, resources,…).

– Disclosure requirements.

– Frustrating rules of the game: “adjusted leverage ratio”, factoring,…

– Lack of trust and fear of the unknown.

– Expected negative impact on banking relationships.

– Aversion to capital markets.

– Access to other financing sources.

However, the scenario is being deeply transformed as a

consequence of the present bank credit access restrictions

and lack of liquidity in the financial markets.

The key corporate

decision to apply

for a rating has

major implications

for the Company in

the long run.

Having a credit

rating is “conditio

sine qua non” to

have access to

certain financing

instruments in the

International

Capital Markets.

22 Rating Process (II)

Disappointing rating well below our expectations.

Causes

First –time issuer

Type of industry

High cautiousness

Recent merger process: pro-forma financial statements deadline issue: 20 Nov, 2009

Possible implications

Eventual impact on price: 50b.p./notch

Potential transaction failure

Collateral effects

Banking relationships

Suppliers

Credit insurance

However, the issuance was successfully placed:

75bp better yield than originally expected.

4 –times oversubscribed; (orders worth €2B).

Communication strategy:

Rating agencies relationship

Internal procedures implementation

Transparency and coherence over time

Initial

disappointment as

a result of the

given rating .

Nonetheless, the

rating is just one of

the variables

affecting the

success and final

terms of the issue.

It is necessary to

have the right

communication

strategy, as well as

to be fully aware of

the potential

consequences.

23 Campofrio Food Group 8 ¼ 10/31/16

24 Remarks and Recommendations

The present reference is valid as a function of the specific circumstances of each company itself:

Rating

Free cash flow and liquidity position

Capitalization

Corporate strategy short/long run

Industry / Market

It is necessary to invest time and effort to devise the right strategy and the associated action plan and time-schedule.

Proactive attitude and no regrets..

….but having enough flexibility and alternative solutions.

Careful assessment of the consequences and accurate quantification of the related costs.

Execution quality and project management approach to manage the transaction.

Keep control of the project over the involved banks and agents.

Whole organization involvement.

25 Financial Strategy

In spite of lingering turmoil in the financial markets, extreme volatility and sovereign

risk crisis, the Company is coping well to maintain access to diverse financing

sources:

Bond Market: Remarkable performance of our bonds currently trading well above par (106%).

Positive feedback from bondholders and YTM around 6% (i.e. 230bp lower than issuance).

Market currently open for a tap and/or whole refinancing of existing bonds.

Bank Market: Despite pricing pressure, all the back-up committed lines are being renewed on maturity.

Diversified and long-standing banking relationships based on performance and levering

from transactional banking business.

Aim to maintain a solid liquidity position of at least €300M as a combination of €100M cash

and €200M available bank lines; (some of them are voluntarily being reduced to decrease

commitment fees).

Leaving aside volatility and timing, the Company has still access to the bank market.

Rating Agencies: Moody´s upgraded our rating in February 2011 and S&P confirmed the

one given at the end of 2010; however, it was downgrade again by Moody´s in February 2013 and

then by S&P in May.

In the present context, CFG is in a privileged position, while we need to keep on

reinforcing the present strategy based on solid liquidity and absence of refinancing

strain to adequately explain our strategy to the financial markets.

26 Conclusions

Historical turmoil in financial markets leading to

extraordinary but long-lasting volatility and uncertainty.

Companies must be fully conscious and be ready to:

grab opportunities in terms of funding sources

avoid “eleventh-hour” type of decisions

ensure alternative funding sources

minimize unnecessary exposure (i.e. derivatives,…)

Whilst, leveraging from the following pillars:

solid financial structure and robust liquidity position

focus on cash management and working capital

wide and diversified range of banking relationships

use imagination and creativity because everything has changed

27 Thank you very much!

Muchas Gracias

por su atención