Project Block Valuation

Sample Valuation Analysis Valuing Project Block

Middle market companies are generally valued using two common methods. For Project Block, we have used a blend of both the transaction and trading multiples approach in our analysis. These methods are highlighted below.

Valuation Methodology Valuation Methodology Explanation Valuation Comments

Trading multiples A relative valuation method used to compare the current Public trading comparables can be difficult to incorporate when valuing a privately owned and (public company value of the business to other similar businesses whose operated business, such as Project Block. comparables) equity is listed on public stock exchanges, and as such whose information is publicly available. The most common Larger listed companies tend to operate in many parts of the supply chain across many comparable is looking at the current value of a business as a industries, and produce a wider range of products. As well, listed companies tend to trade at function of its earnings (commonly via a business’ EV / higher multiples compared to privately owned companies due to the enhanced size and EBITDA or EV / EBIT multiple). scalability, greater access to capital, a diversified strategy and increased liquidity. As a result, when assessing trading multiples we often apply discount factors to correct for these differences.

Transaction Multiples Another form of relative valuation is utilising recent The transaction multiples provide a better view of value as it includes both public and private (precedent M&A comparative sales of similar companies (M&A transactions). company transactions. There is also a stronger alignment to the characteristics of Project Block transactions) Similar data is captured to public trading comparables, such based on the size of these transactions and the operations of the businesses. as earnings multiples. Depending on each situation, discount factors (and premiums) can be applied to adjust for company-specific risks and differences.

2 Public Company Analysis: Trading Multiples - Detail

Outlined below are the trading multiples (EV/ Sales and EV/EBITDA) of selected comparable listed companies.

Trading Multiple – EV / Sales (LTM) and EV / EBITDA (LTM) Business Overview

Market Cap Enterprise Ticker Business Description - 5.0x 10.0x 15.0x 20.0x 25.0x ($m) Value ($m)

1.1x Bega Cheese manufactures, processes and distributes dairy and other food related products in Australia, it operates ASX:BGA ASX:BGA $1,782.5 $1,641.8 two segments: Branded and Bulk. The Branded segment manufactures bulk ingredients into value added consumer 16.5x products, while the Bulk segment manufactures dairy ingredients, nutritional and bio nutrients products.

2.2x Campbell Soup manufactures and markets food and beverage products, it operates two segments: Meals & NYSE:CPB Beverages and Snacks, in United States and Canada. The Meals & Beverage segment provides ready-to serve NYSE:CPB $19,231.4 $26,098.9 11.6x soups, broth, stocks, non-dairy beverages and pasta. While the snacks segment retails a range of cookies, crackers, bakery and frozen products. Popular brands include Kettle, Pretzel Crisps and Lance. 2.7x NYSE:GIS General Mills manufactures and markets branded consumer foods worldwide, it offers a wide range of food products 12.1x NYSE:GIS $49,802.8 $65,295.6 such as cereals, soup, meal kits, snack bars, nutrition bars and more. It owns more than 100 brands across six continents, popular brands include Nature Valley, Yoplait, Cheerios, Bisquick and Oatmeal Crisp. 2.2x NYSE:K Kelloggs manufactures and markets ready-to-eat cereals and convenience foods globally. It sells products such as 12.8x NYSE:K $29,028.3 $39,947.8 crackers, pastries, cereal bars, ready-to-eat cereals, waffles and more. Popular brands include Kashi, Nutri-Grain, Pop-Tarts, LCMs. It sells its products through retailers or directly. 3.9x Nasdaq:MDLZ Mondelez International focuses on manufacturing, marketing and selling of snack food and beverages worldwide. It 17.7x Nasdaq:MDLZ $114,873.1 $138,393.2 sells products such as biscuits, crackers, chocolates, cheese, crackers and more. It owns popular brands such Cadbury, Toblerone, belVita, Oreo and more. 4.1x SWX:NESN Nestle is a food and beverages company that sells products globally, it offers products such as baby foods, cereals, 20.2x SWX:NESN $460,388.8 $506,733.9 coffee, healthcare nutrition, pet and frozen foods. Some of the well-known brands it owns include Nespresso, KitKat, Nesquik, Milky bar, Milo and more. 2.4x NYSE:POST Post Holdings operates as a consumer packaged goods holding company in the United States and internationally, 13.0x 17.9 x NYSE:POST $9,418.7 $18,169.8 through its five segments: Post Consumer Brands, Weetabix, Foodservice, Refrigerated Retail and BellRing Brands. It sells through grocery stores, mass merchandise customers, club stores, ecommerce channels and other retailers. 4.6x NYSE:HSY The Hershey company manufactures and sells confectionary products and pantry items such as chocolate, non- 17.1x 17.9 x NYSE:HSY $46,425.7 $51,082.1 cholate confectionary, chewing gums, bars, protein bars and other snacks. Its popular brands include Reese's, Kisses, ONE Bar, Twizzlers.

EV / Sales EV / EBITDA 3 Public Company Analysis: Underlying Data

Public Company Data Share Price Progression +/- (from 1/1/2020)

LTM ($m) LTM Industry Stability Indicator 160.0 Ent. EV / EV / EV / Company Value Sales EBITDA EBIT Sales EBITDA EBIT ($m) 140.0

1,641.8 1,459.8 99.7 60.9 1.1x 16.5x 27.0x 120.0

26,098.9 11,708.3 2,256.8 1,838.8 2.2x 11.6x 14.2x 100.0

65,295.6 24,143.5 5,402.4 4,634.0 2.7x 12.1x 14.1x 80.0

39,947.8 18,333.7 3,119.2 2,495.9 2.2x 12.8x 16.0x 60.0 Bega Cheese Limited Campbell Soup Company 138,393.2 35,622.5 7,813.8 6,310.7 3.9x 17.7x 21.9x General Mills, Inc. Kellogg Company 40.0 Mondelez International, Inc. Nestlé S.A. Post Holdings, Inc. The Hershey Company 506,733.9 124,061.6 25,031.8 21,309.1 4.1x 20.2x 23.8x 20.0 COVID-19 pandemic 18,169.8 7,474.8 1,392.9 896.3 2.4x 13.0x 20.3x 0.0

51,082.1 11,057.0 2,978.8 2,581.5 4.6x 17.1x 19.8x

606.1 618.4 (65.2) (85.7) 1.0x (9.3x) (7.1x) Commentary The share price progression indicates the sharp decline, stabilisation and recovery of the 134.8 49.1 0.5 (1.6) 2.7x 275.2x (81.8x) sector, with majority of tracked companies returning positive performance for the period reviewed. We suspect prices recovered quickly as there was still strong demand for these dairy, consumer staple food

40.7 38.1 (4.9) (6.5) 1.1x (8.3x) (6.3x) products during lockdown periods. The most comparable publicly traded businesses are Bega Cheese, Freedom Foods and The Food Revolution Group who are the closest in size or specific industry to Project Block.

4 Transaction Analysis Listing – Comparables

Multiples in the market remain strong despite difficult trading environments and profit impacts. In assessing the market and collating information regarding comparable acquisitions, the list below shows those which were both relevant, and had sufficient data published to allow for analysis to occur. Importantly, while the data suggests a wide range for EV / EBITDA multiples, the relevant metrics are for those in the food & beverages sector with a sub $500m EV transactions, and in particular those focused in Australia or other western countries.

Sales EBITDA Enterprise Target Acquirer Date Geography EV / Sales EV / EBITDA ($m) ($m) Value ( $m)

Certain Assets of Vitner's brand Utz Quality Foods, LLC 2021 United States 32.5 4.4 32.5 1.0x 7.4x

Gastronomica Roscio s.r.l. Dea Capital Alternative Funds SGR SpA 2020 Europe 47.1 8.1 101.6 2.2x 12.5x

System Frugt A/S Midsona AB (publ) (OM:MSON B) 2020 Europe 88.3 5.5 46.5 0.5x 8.4x

Superior Cake Products, Inc. Sara Lee Frozen Bakery 2019 US and Canada 62.7 10.2 94.7 1.5x 9.3x

Productos Alimenticios Gallo S.L. IPA Capital, S.L.U. 2019 Europe 321.9 - 365.4 - 10.0x

Natra, S.A. World Confectionery Group S.à r.l. 2019 Europe 607.3 54.3 464.8 0.7x 8.1x Synlait Milk Limited (NZSE:SML) The a2 Milk Company (New Zealand) Limited 2017 Australia 601.4 77.6 44.7 1.2x 9.1x

Patties Foods Limited PEP Services Pty Ltd 2016 Australia 245.0 27.7 256.4 1.1x 9.2x

5 Comparable Company Analysis – Summary Using the results from both the trading and transaction multiples analysis (provided below) a multiple range, we have provided a valuation range for Project Block

► The lower end of the valuation range has been determined by taking the average of the Q1 data points of both trading and transactional data. ► The upper end of the valuation range has been determined by taking the average of the Q3 data points of both trading and transactional data. ► A 30% discount is applied to the multiples as Project Block as it is a small private company (compared to the data set)

Valuation Range:

Lower Mid Upper EV / 1.1x 1.2x 1.4x Sales EV / 7.5x 8.1x 8.7x EBITDA

*Refer to Appendix for summary of comparable sales data 6 Summary of Information

Summary of the comparable valuation data EV / Revenue Multiples Results

► The graphs to the right provide a summary of the comparable trading and transaction ranges Trading 1.5x 1.8x ► We have also included an indicative value range (in red) which gives a further refined multiple range for EV / EBITDA and EV / Sales – which sits between at between 7.5 – 8.5 times EV / EBITDA which is a more accurate metric to use (compared to EV/Sales). Transactional 0.7x 0.9x ► Given Project Block has a FY21 normalised EBITDA of $7.6m, we have estimated Indicative Range the valuation for various sale structures (partial, 50% and full divestment).

- 0.2x 0.4x 0.6x 0.8x 1.0x 1.2x 1.4x 1.6x 1.8x 2.0x Discount / Estimated proceeds from Shareholding Value range Premium for Sale – assuming Project Transaction Multiples Results control Block EBITDA of $7.6m

Trading 8.6x 10.9x Sale of 33% of 7.5 – 8.5 times -20% $15.0m - $17.1m Project Block EBITDA

Sale of 50% of 7.5 – 8.5 times 0% $28.5m - $32.3m Project Block EBITDA Transactional 6.4x 6.5x Indicative Range Sale of 100% of 7.5 – 8.5 times Project Block 20% $68.4m - $77.5m EBITDA - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x

7 Indicative Valuation

Through analysis of transaction comparables, Nash Advisory have arrived at an indicative valuation of $68.4m to $77.5m (7.5x-8.5x EV/EBITDA)

Indicative valuation Comments

► An EV / EBITDA multiple of 7.5x - 8.5x results in a total enterprise value of $68.4m – $77.5m

► To arrive at this valuation, we have identified the most appropriate transaction comparables from the extended list in the Appendix $77.5m ► The summary statistics of this dataset identified a potential range for the EV / EBITDA multiple of Project Block

► We have applied Project Block’s FY21 normalised EBITDA of $7.6m to the lower and upper end of this range

► This EV/EBITDA multiple reflects a 30% discount as Project Block for the size of the business

► However, a 20% control premium is applied to this valuation $68.4m reflecting the control premium if 100% of Project Block was to be sold

8 Appendix Appendix - Listed Peers Analysis

Project Block’s listed peers are currently trading at a median forward EBITDA multiple of 13.5x. A discount is applied when comparing private companies to public companies for the purposes of this valuation due in large part to the listed peers’ more diverse product type, larger business size, business diversification (operating across several parts of the supply chain), increased liquidity and/or broader geographic presence.

Project Block listed peers analysis - EBITDA trading multiples

25.0x

20.2x 20.0x 18.4x 17.7x 17.7x 17.4x 16.5x 17.1x

15.0x 13.7x 12.8x 13.2x 13.0x 12.0x 12.1x Median = 14.8x 11.6x 11.7x 11.4x Median = 13.5x

10.0x

5.0x

0.0x Bega Cheese Campbell Soup General Mills Kellogg Mondelez International Nestle Post Holdings The Hershey Current EBITDA Multiple Forward EBITDA multiple

10 Appendix - Listed Peers Valuation Data

Below is a list of valuation metrics for Project Block’s listed peers Headquarters Last Share LTM Forward Forward TEV/ FY20 TEV/ FY21F TEV/FY20 TEV/FY21F Ticker Company Price Market cap Net Debt Total EV LTM Rev EBITDA LTM EBIT EBITDA EBIT EBITDA EBITDA EBIT EBIT $AUD $AUDm $AUDm $AUDm $AUDm $AUDm $AUDm $AUDm $AUDm x x x x ASX:BGA Bega Cheese Limited Australia 5.99 1,782.5 (140.7) 1,641.8 1,459.8 99.7 60.9 137.0 71.4 16.5x 12.0x 27.0x 23.0x

NYSE:CPB Campbell Soup Company United States 63.47 19,231.4 6,937.5 26,098.9 11,708.3 2,256.8 1,838.8 2,229.8 1,823.4 11.6x 11.7x 14.2x 14.3x

NYSE:GIS General Mills, Inc. United States 81.65 49,802.8 14,383.7 65,295.6 24,143.5 5,402.4 4,634.0 4,754.2 3,931.4 12.1x 13.7x 14.1x 16.6x

NYSE:K Kellogg Company United States 85.25 29,028.3 10,433.2 39,947.8 18,333.7 3,119.2 2,495.9 3,023.5 2,338.5 12.8x 13.2x 16.0x 17.1x NasdaqGS:MDLZ Mondelez International, Inc. United States 81.78 114,873.1 23,819.7 138,393.2 35,622.5 7,813.8 6,310.7 7,799.0 6,408.7 17.7x 17.7x 21.9x 21.6x

SWX:NESN Nestlé S.A. Switzerland 163.46 460,388.8 45,902.8 506,733.9 124,061.6 25,031.8 21,309.1 27,472.8 22,343.1 20.2x 18.4x 23.8x 22.7x

NYSE:POST Post Holdings, Inc. United States 148.02 9,418.7 8,917.4 18,169.8 7,474.8 1,392.9 896.3 1,592.2 1,045.0 13.0x 11.4x 20.3x 17.4x NYSE:HSY The Hershey Company United States 224.28 46,425.7 4,727.2 51,082.1 11,057.0 2,978.8 2,581.5 2,938.9 2,547.9 17.1x 17.4x 19.8x 20.0x ASX:FNP Freedom Foods Group Limited Australia 0.40 112.2 493.9 606.1 618.4 (65.2) (85.7) ------ASX:MBH Maggie Beer Holdings Limited Australia 0.39 136.7 (1.9) 134.8 49.1 0.5 (1.6) - - 275.2x - - - The Food Revolution Group ASX:FOD Limited Australia 0.03 28.9 11.8 40.7 38.1 (4.9) (6.5) ------Min 11.6x 11.4x 14.1x 14.3x Q1 12.8x 11.9x 15.6x 17.0x Average 44.0x 14.5x 19.6x 19.1x Median 16.5x 13.5x 20.0x 18.7x Q3 17.7x 17.5x 22.4x 21.9x Max 275.2x 18.4x 27.0x 23.0x

11 Recent Transactions with EV / EBITDA

The next two slides provide a broad set of transaction comparables with a reference point for EV / EBITDA. Revenue EBITDA EV / Date Acquirer Target Target Region Target Description EV ($M'AUD) EV / EBITDA ($M'AUD) ($M'AUD) Revenue 2021 Utz Quality Foods, LLC Certain Assets of Vitner's brand United States Manufactures and sells various snack foods 32 32.5 4.4 1.0x 7.4x 2020 Dea Capital Alternative Gastronomica Roscio Europe Manufactures chilled and frozen meals 101.6 47.1 8.1 2.2x 12.5x Funds SGR SpA 2020 Malfors Promotor A.B. Cloetta AB (publ) (OM:CLA B) Europe Manufacturer of confectionary and chocolate products 1,442.2 926.8 131.1 1.5x 10.7x 2020 Midsona AB (publ) System Frugt A/S Europe Processes and packs fruits, nuts and dried snacks 46.5 88.3 5.5 0.5x 8.4x (OM:MSON B) 2020 Coca-Cola Europacific Coca-Cola Amatil Limited Australia Produces and sells beverages 9655 4,791.1 855 2x 14x Partners PLC (ENXTAM:CCEP) 2019 KKR & Co. Inc. Arnott's Biscuits Holdings US and Canada Manufactures snacks and soups 3,237.08 - - - (NYSE:KKR) 6.5x 2019 Sara Lee Frozen Bakery Superior Cake Products, Inc. US and Canada Produces and supplies sweet baked goods 94.74 62.67 10.2 1.5x 9.3x 2019 IPA Capital, S.L.U. Productos Alimenticios Gallo Europe Manufactures pastas and pasta sauces 365.35 321.9 - - 10.0 S.L. 2019 Saputo Inc. (TSX:SAP) Dairy Crest Group Limited Europe Manufactures branded dairy products and flavoured snack bars 2,233.49 851.61 216.36 2.6x 10.1x 2019 World Confectionery Natra, S.A. Europe Manufactures chocolate products and cocoa products 464.79 607.26 54.29 0.7x 8.1x Group. 2018 Ziolopex Sp. z o.o Colian Holding S.A. Europe Manufactures a range of confectionery products 374.11 30.48 0.7x 9.2x 2018 Conagra Brands, Inc. Pinnacle Foods Inc. US and Canada Manufactures and distributes branded convenience food products 14,903.65 4,105.37 857.99 3.5x 16.5x (NYSE:CAG)

This is an indicative list only. Nash Advisory selected the most relevant of these transactions to value Project Block 12 Recent Transactions with EV / EBITDA

Revenue EBITDA EV / Date Acquirer Target Target Region Target Description EV ($M'AUD) EV / EBITDA ($M'AUD) ($M'AUD) Revenue 2017 Campbell Soup Company Snyder's-Lance, Inc. US and Canada Manufactures and distributes snack food products 7,999.86 2,844.42 358.9 2.7x 21.7x (NYSE:CPB) 2017 The Hershey Company Amplify Snack Brands, Inc. US and Canada Manufactures better-for-you snack products 2,001.98 473.77 105.09 4.1x 18.5x (NYSE:HSY) 2017 Groupe Lactalis S.A. Stonyfield Farm, Inc. US and Canada Produces and sells organic yogurt 1143.8 483.66 - 2.4x 20x 2017 Tyson Foods, Inc. AdvancePierre Foods Holdings US and Canada Manufactures ready to eat meals 5,920 2,063 334 2.8x 17.0x (NYSE:TSN) 2017 Post Holdings, Inc. Weetabix Limited Europe Produces and sells wholegrain breakfast cereals 2,366 693 202 3.4x 11.7x (NYSE:POST) 2017 The a2 Milk Company Synlait Milk Limited Australia Manufactures and sells dairy products 44.74 601 77 1.2x 9.1x (New Zealand) Limited (NZSE:SML) 2017 Saputo Inc. (TSX:SAP) Warrnambool Cheese And Australia Produces and sells dairy products 83 672 41 1.0x 16.6x Butter Factory Company Holdings Limited 2016 Utz Quality Foods, LLC Golden Enterprises, Inc. US and Canada Produces and distributes snack products 192 185 11 1.1x 16.3x 2016 PEP Services Pty Ltd Patties Foods Limited Australia Manufactures and markets frozen food products 256 244 27 1.1x 9.2x

This is an indicative list only. Nash Advisory selected the most relevant of these transactions to value Project Block 13 Recent Transactions without EV / EBITDA

The next two slides provide a broad set of transaction comparables without a disclosed EV / EBITDA Revenue EBITDA EV / Date Acquirer Target Target Region Target Description EV ($M'AUD) EV / EBITDA ($M'AUD) ($M'AUD) Revenue 2021 Barambah Organics Pty Five:am Life PTY LTD Australia Produces and distributes yogurt and other dairy products - 4.08 - - - Ltd. 2021 Herba Foods SLU Indo European Foods Ltd United States Manufactures and sells premade meals 36.6 - 0.2x - 2021 S-Ventures Plc Ohso Chocolate Limited Europe Manufactures and sells Belgian chocolates - - - 1.3x - 2021 Neptune Wellness Sprout Foods, Inc. United States Manufacturers and sells organic foods 73.8 36.2 - 2.0x - Solutions Inc. (TSX:NEPT) 2021 Patties Foods Limited Leal Developments Pty Ltd Australia Produces and sells ready to eat meals - - - - - 2021 Mondelez International, Gourmet Food Holdings Pty Ltd Australia Produces and sells a range of packaged food products 458 - - - - Inc. (NasdaqGS:MDLZ) 2020 Arnott's Biscuits Limited Cereal and Snacks operations Australia Produces and sells snacks and cereals 20 - - - - of Freedom Foods Group Limited 2020 Bega Cheese Limited Lion-Dairy & Drinks Pty Ltd Australia Produces and sells food, dairy, and beverage products 534 1,689 - - - (ASX:BGA) 2020 SPC Ardmona Limited The Kuisine Company Pty Ltd Australia Produces frozen prepared meals and finger-food - - - - - 2020 Tanarra Capital Pty Ltd Barambah Organics Pty Ltd. Australia Produces organic dairy products - - - - - 2020 Extramile Trading Pty Ltd Marsh Dairy Products Pty Ltd Australia Wholesaler and distributor of dairy products - - - - - 2020 Houston's Farm Pty Ltd Sunfresh Salads Pty Ltd Australia Produces salads and side dishes 40 - - - - 2020 Barry Callebaut AG GKC Foods (Australia) Pty Ltd Australia Produces chocolate and chocolate related products - - - - - (SWX:BARN) 2019 Froyo Robotics Pty Ltd Lumi Impossibly Good Pty Ltd Australia Manufactures dairy-free fruit-based ice creams - - - - - This is an indicative list only. Nash Advisory selected the most relevant of these transactions to value Project Block 14 Recent Transactions without EV / EBITDA

Revenue EBITDA EV / Date Acquirer Target Target Region Target Description EV ($M'AUD) EV / EBITDA ($M'AUD) ($M'AUD) Revenue 2019 Groupe Lactalis S.A. Lemnos Foods P/L Australia Manufactures cheeses and dairy products 48 - - - - 2019 Bega Cheese Limited Hummingbird Superfoods Pty Australia Manufactures breakfast blended foods - - - - - (ASX:BGA) Ltd 2019 Global Brands Australia Celebrity Slim Brand Australia Manufactures weight loss shakes - - - - Pty Ltd 2019 Yarra Valley Snack Foods Consolidated Businesses of Australia Manufactures natural snack foods - - - - - Pty. Ltd. URC Oceania Company Limited 2019 Lamb Weston Holdings, Ready Meals Pty Ltd Australia Manufactures ready made frozen meals 168 - - - - Inc. (NYSE:LW) 2019 Nisshin Seifun Group Inc. Allied Pinnacle Pty Limited Australia Manufactures specialty baked goods 950 - - - - (TSE:2002) 2018 Lamb Weston Holdings, Marvel Packers Pty Ltd Australia Manufactures frozen potato chips 90 - - - - Inc. (NYSE:LW) 2018 Krispy Kreme Doughnut Krispy Kreme Australia Pty Australia Produces and sells doughnuts - - - - - Corporation Limited 2018 MAdE Establishment Pty Yotopia Pty Ltd Australia Produces and processes frozen flavored yogurt - - - - - Ltd 2018 Quadrant Private Equity Darrell Lea Confectionery Co. Australia Produces confectionary products 200 81 - - - Pty Limited Pty. Ltd. 2017 Australia Zhiran Co. Pty Brownes Foods Operations Pty Australia Produces and distributes dairy products - - - - - Ltd Ltd. 2017 Bega Cheese Limited Peanut Company of Australia Australia Purchasing and processing of peanuts 35 528 -0.3 0.67x - (ASX:BGA) Limited 2017 Allegro Funds Pty Ltd Everest Foods PTY LTD Australia Manufactures and distributes ice cream and related products 30 - - - -

This is an indicative list only. Nash Advisory selected the most relevant of these transactions to value Project Block 15