Business Insights Update on the Packaged Food & Beverage Markets in May 2016 Mexican Economy Overview Mexico’s authorities recently revealed that GDP grew 2.5% in 2015. In a year full of economic and financial turmoil mainly influenced by China’s decreased growth and considerable drop in oil and commodity prices, the fact that Mexico managed to grow at this pace indicates the country holds solid macroeconomic fundamentals especially when compared to similar emerging markets economies such as other Latin American peers. Also, with Brazil in deep economic trouble, Mexico should see its position among emerging countries rise in which should reflect in an increase in foreign and local investments due a to a solid economy, political stability and positive middle to long term growth prospects.

The consumer market in Mexico has responded well to the actual economic challenging environment by remaining budget cautions. There is a positive outlook for the Mexican consumer, despite a modest deceleration in consumer spending in early 2016 as rising inflation affects consumer spending. Strong labor market dynamics, favorable demographics and low price pressures support this strong outlook. In particular, consumer spending growth will boot the emergence of an upper-middle class, creating robust premiumization opportunities.

Packaged Food Industry Performance in Mexico Beverage Industry Performance in Mexico Packaged food sales value recovered in 2015 after a deceleration in 2014 Soft drinks companies in 2015 fought to maintain their sales by changing caused by an increase in price, which included the IEPS tax on high-calorie formulas, launching additional “light” products with sugar substitutes, food. Packaged food is expected to recover over the next 5 years due to modifying packaging and fortifying their beverages to attract more health- sociodemographic and economic changes such as a growing middle class, conscious consumers. As a result, the categories most heavily affected by double-income households and urbanization and consumer spending. the IEPS tax on high calorie drinks, such as carbonates and juice, were able to recover in 2015. Historical & Forecast Sales Historical & Forecast Sales

$885 $909 $629 $650 $841 $863 $609 $802 $821 $574 $591 $762 $559 $724 $534 $490

2013 2014 2015 2016F 2017F 2018F 2019F 2020F 2013 2014 2015 2016F 2017F 2018F 2019F 2020F Mexico Packaged Food Industry by Category Mexico Beverage Industry by Category The packaged food industry is comprised by producers of baked goods, The soft drinks industry is comprised by bottlers of carbonates, water, juice, dairy products, processed meats, confectionary products, among other among other categories. Carbonates is the leading category in this industry categories. In 2015, baked goods and dairy products represented slightly with a 58% market share, nevertheless, it is facing strong pressure due to more than half of the market share in this industry. more health conscious consumers and tax increases on the category.

Sales by Category Sales by Category 2015 Sales: MXN $802 billion 2015 Sales: MXN $559 billion

Other 12% Bottled Water Baked Goods 22% Oils & Fats 30% 4%

Sw eet & Sour Snacks 6%

Biscuits & Snack Bars Juice 6% Carbonates 11% Condiments 58% 6% Dairy Processed Meats & 22% Other Seafoods 6% 6% Confectionery Sports and Energy Drinks 8% 3% Leading Players in the Packaged Food Industry in Mexico Leading Players in the Beverage Industry in Mexico The packaged food industry is led by a combination of domestic players The beverage industry is led by Coca Cola with almost one third of the (Bimbo, Lala, Sigma, Alpura, Herdez) and foreign multinationals (Pepsico, market share. Coca Cola is bottled in Mexico by two major bottling Nestle, Unilever). Bimbo is the leader in the category with 12% of the market companies ( and Coca Cola FEMSA) and other regional share in 2015. bottling companies. Sales by Company Sales by Brand 2015 Sales: MXN $802 billion 2015 Sales: MXN $559 billion

Grupo Bimbo 12%

PepsiCo Coca Cola, 27% 6%

Grupo Lala 5%

Nestle 4% Sigma Alimentos 3% Other, 60% Others Alpura Danone, 7% 3% 63% Herdez 2% Unilever PepsiCo, 7% 2%

Source: Euromonitor Public Companies Analysis – Packaged Food & Beverage in Mexico Public Companies Analysis The following section presents key financial and market value information for public companies in the packaged food and beverage industries trading in the Mexico Stock Exchange (“BMV”). This report also includes information for public leading companies in packaged food and beverage industries trading in different stock exchanges across the world.

Public Comparable Companies – Mexico Food Products Companies

Annual Avg. EV / EBITDA 05/04/2016 Price Revenue EBITDA Mkt. Cap Enterprise Company Company Country 05/04/2016 US$ MM Margin US$ MM Value EV / EV / 2011 2012 2013 2014 2015 EBITDA Sales Industrias Bachoco S.A.B. de C.V. MEX $51.76 $2,683 12.9% $2,588 $1,943 4.7x 10.6x 4.9x 5.2x 4.2x 5.6x 0.7x Grupo Bafar S.A.B. de C.V. MEX $1.98 $564 10.1% $622 $762 10.1x 11.0x 15.6x 14.9x 13.5x 13.8x 1.4x , S.A.B. de C.V. MEX $2.79 $12,722 11.5% $13,133 $17,117 10.2x 11.9x 13.3x 12.0x 12.0x 12.0x 1.4x S.A.B. de CV MEX $15.76 $3,383 15.6% $6,822 $7,488 5.8x 6.8x 8.0x 10.3x 12.7x 14.6x 2.3x Grupo Herdez, S.A.B. de C.V. MEX $2.21 $949 17.7% $954 $1,681 7.0x 8.9x 12.7x 11.7x 9.6x 8.9x 1.8x Grupo Industrial Maseca, SAB de CV MEX $1.29 $921 18.5% $1,188 $1,172 7.4x 7.0x 7.7x 7.2x 7.0x 7.1x 1.3x Mean 7.5x 9.4x 10.4x 10.2x 9.8x 10.3x 1.5x Median 7.2x 9.8x 10.4x 11.0x 10.8x 10.4x 1.4x

Historic TEV / EBITDA Multiples - Mexico Food Products Companies

18.0x

15.0x

12.0x Average: 9.63x 9.0x

6.0x

3.0x

Industrias Bachoco S.A.B. de C.V. Grupo Bafar S.A.B. de C.V. Grupo Bimbo, S.A.B. de C.V. Gruma S.A.B. de CV Grupo Herdez, S.A.B. de C.V. Grupo Industrial Maseca, SAB de CV

Public Comparable Companies – Mexico Beverage Companies

Annual Avg. EV / EBITDA 05/04/2016 Price Revenue EBITDA Mkt. Cap Enterprise Company Company Country 05/04/2016 US$ MM Margin US$ MM Value EV / EV / 2011 2012 2013 2014 2015 EBITDA Sales Arca Continental, S.A.B. de C.V. MEX $6.60 $4,438 21.9% $11,053 $13,837 13.3x 14.0x 13.5x 11.7x 12.0x 14.4x 3.2x Organización Cultiba, S.A.B. de C.V. MEX $1.31 $2,159 9.5% $937 $1,523 NM NM 14.0x 10.9x 15.2x 8.1x 0.7x Coca-Cola FEMSA S.A.B de C.V. MEX $81.19 $8,844 19.2% $16,830 $20,007 9.3x 12.6x 14.3x 11.2x 11.1x 11.8x 2.3x , S.A.B. de C.V. MEX $2.59 $2,797 14.1% $6,397 $5,892 0.0x 0.0x 14.8x 12.9x 13.3x 15.3x 2.2x Mean 7.5x 8.9x 14.1x 11.7x 12.9x 12.4x 2.1x Median 9.3x 12.6x 14.2x 11.4x 12.6x 13.1x 2.2x

Historic TEV / EBITDA Multiples – Mexico Beverage Companies

18.0x

13.0x Average: 12.76x

8.0x

3.0x

Arca Continental, S.A.B. de C.V. Coca-Cola FEMSA S.A.B de C.V. Grupo Lala, S.A.B. de C.V.

Source: Capital IQ NM = Not Meaningful International Public Companies Analysis – Dairy Products

Annual Avg. EV / EBITDA 05/04/2016 Price Revenue EBITDA Mkt. Cap Enterprise Company Company Country 05/04/2016 US$ MM Margin US$ MM Value EV / EV / 2011 2012 2013 2014 2015 EBITDA Sales Fonterra Co-Operative Group Ltd. NZL $3.99 $11,604 9.0% $6,393 $11,487 NM 10.2x 10.1x 13.2x 16.0x 10.0x 0.9x Dean Foods Company USA $17.17 $8,122 4.9% $1,575 $2,357 8.1x 8.3x 6.4x 8.0x 9.8x 5.9x 0.3x Parmalat SpA ITA $2.75 $6,997 7.1% $5,055 $4,741 7.2x 4.0x 7.3x 8.5x 8.5x 9.0x 0.6x Dairy Crest Group plc GBR $8.65 $1,995 5.2% $1,213 $1,572 6.0x 5.5x 6.9x 9.3x 12.8x 16.2x 0.8x Danone FRA $69.65 $24,341 16.7% $42,517 $51,739 11.1x 10.7x 10.9x 11.5x 13.2x 11.9x 2.0x Saputo Inc. CAD $30.82 $7,763 10.1% $12,099 $13,383 11.3x 10.8x 12.4x 13.6x 13.7x 16.1x 1.6x Mean 8.7x 8.3x 9.0x 10.7x 12.3x 11.5x 1.1x Median 8.1x 9.3x 8.7x 10.4x 13.0x 10.9x 0.9x

International Public Companies Analysis – Soft Drinks

Annual Avg. EV / EBITDA 05/04/2016 Price Revenue EBITDA Mkt. Cap Enterprise Company Company Country 05/04/2016 US$ MM Margin US$ MM Value EV / EV / 2011 2012 2013 2014 2015 EBITDA Sales Embotelladora Andina S.A. CHL $3.19 $2,650 16.2% $2,842 $3,754 8.8x 11.1x 12.6x 9.7x 8.3x 8.4x 1.3x Pepsico, Inc. USA $103.10 $62,701 19.2% $150,659 $171,896 10.1x 10.2x 12.0x 12.4x 13.3x 14.0x 2.7x Dr Pepper Snapple Group, Inc. USA $91.28 $6,282 24.2% $17,086 $19,550 8.5x 8.9x 9.1x 10.1x 12.5x 12.9x 3.1x The Coca-Cola Company USA $46.53 $43,865 27.4% $201,417 $226,152 13.6x 13.4x 13.9x 14.5x 15.1x 17.8x 5.1x National Beverage Corp. USA $44.13 $690 14.0% $2,054 $1,963 8.4x 8.5x 9.7x 12.1x 14.3x 20.3x 2.8x Mean 9.9x 10.4x 11.5x 11.8x 12.7x 14.7x 3.0x Median 8.8x 10.2x 12.0x 12.1x 13.3x 14.0x 2.8x

International Public Companies Analysis – Snacks

Annual Avg. EV / EBITDA 05/04/2016 Price Revenue EBITDA Mkt. Cap Enterprise Company Company Country 05/04/2016 US$ MM Margin US$ MM Value EV / EV / 2011 2012 2013 2014 2015 EBITDA Sales Snyder's-Lance, Inc. USA $31.47 $1,656 11.2% $3,011 $3,381 14.2x 13.6x 13.8x 13.1x 15.3x 18.3x 2.0x J&J Snack Foods Corp. USA $105.03 $991 15.4% $1,963 $1,852 7.4x 8.6x 10.7x 12.2x 13.5x 12.3x 1.9x John B Sanfilippo & Son Inc. USA $69.77 $942 7.2% $781 $827 6.2x 5.3x 5.5x 7.0x 10.1x 11.2x 0.9x Inventure Foods, Inc. USA $5.54 $275 2.8% $108 $223 8.6x 11.7x 12.8x 15.9x 13.8x NM 0.8x Golden Enterprises Inc. USA $5.52 $135 6.5% $62 $66 5.4x 6.1x 7.4x 9.9x 7.8x 8.0x 0.5x Alkis H. Hadjikyriacos (Frou-Frou Biscuits) Public Ltd. CYP $0.00 $29 17.0% $26 $34 3.2x 5.2x 5.8x 7.1x 6.5x 6.5x 1.1x Mean 7.5x 8.4x 9.3x 10.9x 11.2x 11.3x 1.2x Median 6.8x 7.3x 9.0x 11.1x 11.8x 11.2x 1.0x

International Public Companies Analysis – Branded Food Products

Annual Avg. EV / EBITDA 05/04/2016 Price Revenue EBITDA Mkt. Cap Enterprise Company Company Country 05/04/2016 US$ MM Margin US$ MM Value EV / EV / 2011 2012 2013 2014 2015 EBITDA Sales Nestlé S.A. CHE $74.18 $88,975 19.0% $228,793 $247,385 10.1x 11.7x 12.2x 13.1x 10.1x 13.3x 2.7x Associated British Foods plc GBR $48.07 $17,570 11.5% $37,888 $38,467 8.0x 8.9x 10.5x 14.7x 16.2x 17.9x 2.1x Campbell Soup Company USA $64.40 $7,997 20.3% $19,909 $23,471 8.5x 9.1x 10.9x 12.1x 12.3x 14.4x 2.9x ConAgra Foods, Inc. USA $45.09 $15,836 14.5% $19,575 $27,499 7.5x 9.0x 12.4x 9.9x 12.6x 11.5x 1.7x General Mills, Inc. USA $64.28 $16,934 20.4% $38,208 $47,395 9.7x 10.4x 11.1x 11.7x 13.1x 13.4x 2.8x Hormel Foods Corporation USA $42.24 $9,161 14.1% $22,384 $22,262 8.4x 8.6x 11.8x 12.6x 13.7x 16.8x 2.4x Kellogg Company USA $76.81 $13,525 14.9% $27,055 $34,573 10.2x 10.6x 13.9x 8.6x 16.9x 17.1x 2.6x McCormick & Company, Incorporated USA $99.09 $4,316 16.6% $12,588 $13,935 11.3x 13.0x 14.7x 14.0x 15.8x 18.6x 3.2x Mondelez International, Inc. USA $41.03 $28,329 16.0% $63,889 $77,535 10.6x 10.3x 13.2x 14.0x 16.4x 16.6x 2.6x The Hain Celestial Group, Inc. USA $41.62 $2,888 13.0% $4,291 $5,096 13.4x 16.8x 17.9x 19.9x 21.8x 14.2x 1.8x The Hershey Company USA $91.34 $7,278 22.9% $19,777 $21,900 11.2x 12.3x 14.7x 14.6x 13.8x 12.8x 3.0x The J. M. Smucker Company USA $126.01 $7,451 20.7% $15,081 $20,225 8.6x 9.5x 10.5x 10.3x 14.4x 13.1x 2.7x Unilever PLC GBR $45.10 $57,857 16.0% $128,026 $141,197 10.2x 10.7x 12.0x 11.9x 13.1x 15.8x 2.5x

Mean 9.9x 11.0x 13.0x 13.2x 14.8x 15.2x 2.5x Median 10.1x 10.4x 12.4x 13.1x 13.8x 14.4x 2.6x

Source: Capital IQ NM = Not Meaningful M&A Activity in the Food & Beverage Industry in Mexico Public Transaction Analysis The following section presents relevant transactions of national and international companies in the packaged food and beverage markets around the globe.

Relevant Transactions - Mexican Companies Size EV/ EV/ Date Target Country Description Buyer (US$mm) EBITDA Revenue Apr-16 General Mills Frozen Bakery Business ARG Bakery business unit Grupo Bimbo, S.A.B. de C.V. N/D N/A N/A

Jan-16 Productos Lácteos La Perfecta S.A. NCA Milk & dairy products Grupo Lala, S.A.B. de C.V. N/A N/A N/A

Sep-15 Corporación Lindley S.A. PER Beverage bottler Arca Continental, S.A.B de C.V. $760.0 N/A 3.0x

Jan-15 Distribuidora de Lácteos Algil, S.A de C.V. MEX Dairy products Parmalat SpA $105.0 N/A N/A

Jul-14 Tyson de Mexico, S. de R.L. de C.V. MEX Chicken products Pilgrim's Pride Corporation $400.0 N/A N/A

May-14 Canada Bread Company, Ltd. CAD Baked goods Grupo Bimbo, S.A.B. de C.V. $1,671.0 8.4x 1.0x

Nov-13 Campofrio Food Group, S.A. ESP Packaged food products Sigma Alimentos & Shuanghi IHL $1,341.5 9.0x 0.6x

Aug-13 Spaipa S.A. - Indústria Brasileira de Bebidas BRA Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $1,855.0 N/A 2.0x

Jun-13 Companhia Fluminense de Refrigerantes, S.A. BRA Beverage and beer bottler Coca-Cola FEMSA S.A.B de C.V. $448.0 N/A 1.9x

May-13 Comercial Norteamericana, S.A. de C.V. MEX Packaged beef products Sigma Alimentos, S.A. de C.V. $120.0 N/A 1.0x

May-13 Palma MEX Confectionery Arca Continental, S.A.B de C.V. N/A N/A N/A

May-13 Savien Frussweet MEX Artificial sweeteners Gomez Cueatara N/A N/A N/A

May-13 Grupo Nutrisa, S.A.B. de C.V. (67% stake) MEX Natural and organic food products Grupo Herdez, S.A.B. $158.1 16.2x 2.5x

May-13 Grupo Yoli, S.A. de C.V. MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $748.6 N/A N/A

Dec-12 Coca-Cola Bottlers Philippines, Inc. PHI Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $688.5 N/A N/A

Dec-12 Wise Foods, Inc. USA Snacks Arca Continental, S.A.B de C.V. N/A N/A N/A

Oct-12 Gruma S.A.B. de C.V. MEX Corn and wheat torrillas Fernando Chico Pardo $510.0 7.4x 0.7x

Oct-12 Café del Pacifico MEX Coffee maker Femsa Comercio, S.A. de C.V. N/A N/A N/A

Jul-12 Harinera La Espiga, S.A. De C.V. MEX Wheat flour Bunge Limited $102.0 N/A N/A

Dec-11 Grupo Fomento Queretano, Beverage Division MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $480.1 N/A N/A

Dec-11 Sara Lee Corp., Fresh Bakery in ESP & POR ESP Bakery business unit Grupo Bimbo, S.A.B. de C.V. $157.4 N/A 0.4x

Sep-11 Grupo CIMSA MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $856.5 N/A N/A

Jun-11 Consorcio La Pureza De Bebidas S.A. de C.V. MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $827.3 N/A N/A

Jan-11 Grupo Continental S.A.B. de C.V. MEX Beverage bottler Embotelladoras Arca, S.A. de C.V. $2,298.0 9.4x 1.8x Mean 10.1x 1.5x Median 9.0x 1.4x Seale was an advisor on the transaction

Relevant Transactions – Rest of the World Size EV/ EV/ Date Target Country Description Buyer (US$mm) EBITDA Revenue *Dec-15 Keurig Green Mountain, Inc. USA Coffee products Acorn Holdings B.V. $14,253.3 13.3x 3.1x

Nov-15 Findus Sverige AB SWD Frozen food products Nomad Foods Limited (NYSE:NOMD) $994.6 14.9x 1.1x

Oct-15 Diamond Foods, Inc. USA Snack products Snyder's-Lance, Inc. (NasdaqGS:LNCE) $1,937.8 17.9x 2.2x

Jul-15 Kraft Foods Group, Inc. USA Branded food products H.J. Heinz $45,000.0 22.6x 3.0x

May-15 MOM Brands, Co. USA Breakfast cereal products Post Holdings, Inc. $1,126.2 7.9x N/A

Aug-14 The Hillshire Brands, Co. USA Branded food products Tyson Foods, Inc. $8,932.0 15.8x 2.1x

Jun-14 Conopco, Inc. USA Pasta sauce brands Mizkan Holdings Co., Ltd. $2,150.0 N/A 3.6x

Jun-13 H. J. Heinz, Co. USA Branded food products Berkshire Hathaway, 3G Capital $28,686.5 13.6x 2.4x

Jan-13 Ralcorp Holdings, Inc. USA Branded food products ConAgra Foods, Inc. $7,152.0 12.0x 1.6x

May-12 The Wimble Co. USA Biscuits and snacks Kellogg Co. $2,695.0 11.1x 1.9x

Jul-11 Hsu Fu Chi International, Ltd. CHN Candy products Nestlé, S.A. $1,771.0 16.8x 3.2x Société pour le Financement de Jul-11 Parmalat SpA (54.3% stake) ITA Dairy products & fruit beverages $3,590.5 10.8x 0.7x l'Industrie L. Mar-11 Del Monte Corporation USA Branded food products KKR & Co. L.P.; Vestar Capital Partners $5,482.0 9.0x 1.5x Mean 13.8x 2.3x Median 13.4x 2.2x *Announced Source: Capital IQ N/A = Not Applicable M&A Successful Case - Mexican Packaged Food Company

Grupo Bimbo, S.A.B. de C.V. (BMV:BIMBO A) , Mexico www.grupobimbo.com

Successful Case Overview: Grupo Bimbo’s is the leading bread company in the world. Its global growth strategy has been supported by a series of international acquisitions during the last 20 years. The largest transactions in the period include the acquisition of Weston Foods, a North America based baked products business, for US$2.4b. Daniel Servitje, Chief Executive Officer of Grupo Bimbo mentioned the following about the transaction “This transaction is the most important one in Grupo Bimbo’s history and one of the largest in the bread industry. Size alone, however, is not our main objective. Rather, our vision is to become the best baking company, and we further that goal today by demonstrating a commitment and dedication to serving our consumers and customers in the most effective way possible”

Timeline of Representative Acquisitions

Canada Bread 75% stake in Nutrella Assets of Dulces Company for Panrico for €190m, a Alimentos for US$150m, Vero, a Mexican US$1.6b, a bread baked products baked products company candy company company in Canada company in Spain in Brazil and Portugal

2008 2009 2010 2011 2014 2015 2016

Weston Foods for USD US$2.3b, Fresh bakery Italian Home baked products in business from Sara Bakery, a Canada North America Lee for US$157m in baked products Spain and Portugal company

M&A Successful Case - Mexican Soft Drinks Companies

Coca-Cola FEMSA, S.A.B. de C.V. (NYSE:KOF) Arca Continental, S.A.B. de C.V. (BMV:AC*) Mexico City, Mexico , Nuevo Leon www.coca-colafemsa.com www.arcacontal.com Successful Case Overview: Successful Case Overview: Coca-Cola FEMSA, is the leading Coca Cola franchised bottler in the world. Arca Continental is the second-largest Coca-Cola bottler in Latin America The company has grown impressively through acquisitions in Mexico and and one of the largest in the world. Arca Continental emerged from the Latin America. From 2011 to 2013, the company merged with 4 independent merger between ARCA and Grupo Continental in 2011.The transaction has Mexican bottlers (Grupo Tampico, Grupo CIMSA, Grupo FOQUE and Grupo been the largest in the Mexican bottling industry and became a catalyst for a Yoli) consolidating is position as the largest Coca-Cola bottler in Mexico. strong consolidation trend in the coca cola bottling system in Mexico. The The size of the 4 transactions together amounted to approximately US$3.0b. company has also grown their snacks division through a series of acquisitions across the Americas.

Timeline of Recent Representative of Bottlers Mergers and Acquisitions Timeline of Representative Mergers and Acquisitions

Merger of ARCA Majority stake of La Fronterita, Beverage division with Grupo Inalecsa, a Holding Tonicorp sugar production of Grupo Tampico Spaipa for Continental, a bakery products S.A., a dairy assets for for US$827m* Grupo CIMSA US$1.8b in US$2.3b company in products company US$41m in for US$844m Brazil transaction Ecuador in Ecuador Argentina

Grupo Yoli for US$699m La Fronterita

2011 2012 2013 2007 2011 2012 2014 2015 2016

Grupo Fomento Companhia Bokados, a Coca-Cola Bottlers Senor Wise Foods, a Majority stake of Queretano for Fluminense de snacks Philippines (51%) for Snacks, a snack company in Lindley, Coca Cola US$580m* Refrigerantes company in US$689M snacks the U.S.* Bottler in Peru US$448m in Brazil the U.S. company in the U.S.

*Seale & Associates advised on this transaction M&A Successful Business Cases Transaction Analysis The following business cases present Seale & Associates’ recent and relevant transactions experience in the food & beverage industry in Mexico.

Cafe del Pacifico, S.A.P.I. de C.V.

Target: Café Del Pacífico, S.A. de C.V (“Caffenio”) Transaction Type: Joint Venture advisory Industries: Food and Beverage Geography: Hermosillo, Mexico

Situation: Seale & Associates was retained by the family owners of Caffenio, a leading Mexican roaster and producer of coffee and coffee related products to advise on the structuring of a transaction with OXXO, their top client by sales and volume. Both the company and the client had strong concerns about the highly dependent nature of their relationship. Seale & Associates’ Approach: Seale professionals ran a comprehensive analysis of the situation and “We asked Seale to help us design and execute a joint determined an crafted an ideal transaction structure that addressed the concerns of both parties. venture with a major customer. They designed a custom transaction structure that perfectly addressed Outcome: The process resulted in the sale of a minority participation and an execution of long term our needs and the needs of our major customer. They supply agreement with OXXO. After the transaction, Caffenio has grown significantly driven by a stronger earned our trust and the trust of our partner – and both relationship with OXXO. parties could not be happier about the outcome.” - Jose Antonio Diaz, President and CEO Cafe Del Pacifico, S.A. de C.V.

Grupo Fomento Queretano, S.A.P.I. de C.V.

Target: Grupo Fomento Queretano Transaction Type: Sell-side advisory Industries: Consumer Products, Food & Beverage Geography: Queretaro, Mexico Size: US$580 million

Situation: Seale & Associates was retained by the family owners of Grupo Fomento Queretano, one of the oldest family-owned Coca-Cola bottlers in Mexico, to analyze strategic alternatives for their business in the context of a changing industry landscape. Seale & Associates’ Approach: Seale professionals presented the family with a range of strategic “From the very beginning of the planning process before our merger with Coca-Cola FEMSA, Seale alternatives and outcome scenarios for a sale or merger with three industry consolidators, and analyzed listened and provided straightforward answers to each in the context of shareholder value, timing, and control objectives. After the family decided that a merger and every one of our family member’s questions and with Coca-Cola FEMSA was the preferred alternative, Seale ran a disciplined and expedited preferred concerns and outlined the full range of options. Their buyer process to achieve shareholder’s value, timing and control objectives. professionals provided invaluable guidance and support as they helped us to navigate the merger Outcome: Seale’s approach resulted in shareholder consensus on the preferred alternative and a negotiations. We knew we could count on their trusted successful merger with Coca-Cola FEMSA. As a result of the merger, Grupo Fomento Queretano’s advice to make certain we made the best decisions for shareholders received 45.1 million newly issued KOF series L shares for a total aggregate enterprise our company, our employees, and our family.” - transaction value of approximately Ps. 7.6 billion (US$580 million), including the assumption of debt. Federico Ruiz Rubio, former Board member and shareholder, Grupo Fomento Queretano

Arca Continental, S.A.B. de C.V. (BMV:AC)

Target: Wise Foods, Inc. Transaction Type: Buy-side advisory Industries: Salty Snacks and Soft Drinks Geography: Northeastern USA

Situation: Seale & Associates was retained by Arca Continental with the mandate to help them diversify their business portfolio by strengthening their snack foods arm in order to maximize their growth opportunities. Seale & Associates’ Approach: Seale professionals ran a thorough universe screening of snack food companies that would align with Arca Continental’s strategy. Seale identified a list of potential targets and “When we needed to acquire a platform of snack food business in the (ultimately closing on initiated a qualification in order to identify the best fit for Arca Continental’s strategy and business profile Wise Foods), we knew we could count on Seale’s no- preference. nonsense approach to make sure it happened quickly and professionally. The Wise Foods deal was not only Outcome: The process outcome became Arca Continental’s largest snack foods acquisition, Wise Foods, the fastest deal we ever completed – it remains one of Inc. The business has resulted in another successful milestone in the expansion strategy of Arca the best.” - Francisco Garza Egloff, Chief Executive Continental. Officer, Arca Continental, S.A.B. de C.V. Representative Food & Beverage Industry Engagements

Buy Side Sell Side Sell Side Sell Side

has acquired has merged has partnered with its Beverage has merged Division with its Beverage Division with

a subsidiary of Wise Foods, Inc.

Advisory Services Advisory Services Sell Side Sell Side

has merged with

Acquisition Acquisition Sale of Parma a business of Advisory Services Advisory Services Ham Business

Other Representative Mexico Engagements

Corporate Finance Advisory Sell Side Sell Side Sell Side

has sold has sold Sanitaryware business units has sold Cosmocel Química to and Corporate Finance Tampico Altamira Advisory to to a business unit of

Sell Side Sell Side Sell Side Sell Side

has sold Grupo Galaz, S.A de C.V. has been acquired by has been acquired by has been acquired by to

Washington, D.C.  Mexico City, Mexico  Monterrey, Mexico Mexico Contact Information Since 1999, Seale & Associates has been the trusted advisor to highly James A. Seale respected public and private companies from around the world, with a President track record of success in a diverse range of industries. Seale is an elite [email protected] boutique global investment banking firm with extensive experience in mergers and acquisitions (M&A), corporate finance advisory, and Brett M. Carmel enterprise level strategy consulting. Our experienced team of Senior Managing Director professionals are committed to serving clients with excellence and [email protected] integrity, while offering innovative ideas and solutions to address complex dealings. All securities related transactions are cleared through Felipe Bueno Viesca Seale Capital, Inc., a registered broker dealer and member of FINRA Managing Director and SIPC. [email protected] Advisor to Leading Companies Worldwide Adrian E. Llerena Managing Director [email protected]

Sergio Garcia del Bosque Managing Director [email protected]

Adan Sierra Vice President [email protected] * Multiple engagements

Carlos Hernandez Vice President Office Information [email protected]

Francisco Viornery Vice President [email protected]

Oscar Tapia Analyst [email protected]

Alejandro Montemayor Analyst 950 N. Glebe Road Paseo de la Reforma 115 [email protected] Suite 950 Col. Lomas de Chapultepec Arlington, Virginia 22203 Mexico City, 11000 Phone: +1 (703) 294 6770 Phone: +52 (55) 8000 7463

Please contact us if you would like further information about M&A trends and/or specific transaction multiples for your industry.

For more information please visit: www.sealeassociates.com

Washington, D.C.  Mexico City, Mexico  Monterrey, Mexico