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1 1 Vigor Alimentos S.A. April, 2013

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Page 1: Institutional presentation 080413 eng final impressão

1 1

Vigor Alimentos S.A.

April, 2013

Page 2: Institutional presentation 080413 eng final impressão

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This presentation contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of Vigor Alimentos. These are merely projections and, as such, are based exclusively on the expectations of Vigor’s management concerning the future of the business and its continued access to capital to fund the Company’s business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors and risks disclosed in Vigor’s filed disclosure documents and are, therefore, subject to change without prior notice.

Disclaimer

Page 3: Institutional presentation 080413 eng final impressão

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Introduction

Market and Strategy Overview

Financial Performance

Appendix

Page 4: Institutional presentation 080413 eng final impressão

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Future

94 years of growth in the Brazilian food market

1917 operations start

1982

Vigor reaches installed capacity of 1.0 million

liters/day and acquires Leco 1

99

0 a

19

95

20

09

19

84

a 1

98

6

19

17

a 1

98

2

20

12

1995 acquisition of Refino de

Óleos Brasil

20

07

20

12

Delisting of Vigor

Combination of the activities of JBS and Bertin, and

consequently of Vigor

1984 Vigor and Leco IPO

Bertin S/A acquires control of Vigor

Acquisition of Serrabella

Corporate restructuring in which Fábrica de Produtos Alimentícios Vigor becomes a full subsidiary of

Vigor Alimentos S.A.

Relisting of Vigor

19

17

a 1

98

2

Page 5: Institutional presentation 080413 eng final impressão

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Traditional brands operating in diverse market segments

Consumer sector

Vigor Today Main Brands

Foodservice sector

Employees 3,423

Net revenues – 2012 R$ 1.330,2 MM / +8%1

Gross Profit – 2012 R$ 394,7 MM / +27%1

Note: 1. Growth compared to same period last year.

EBITDA – 2012 R$ 68,0 MM / +54%1

EBITDA Margin – 2012 5,1% / +1,5 p.p.

Page 6: Institutional presentation 080413 eng final impressão

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Resilient market with strong growth potential

Approximately 50% of total distribution through independent retailers

Strengths and competitive advantages

Brands with excellent reputation and high expansion potential

Experienced and independent management team, with solid corporate governance standards

Diversified portfolio with high value-added products

Page 7: Institutional presentation 080413 eng final impressão

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Introduction

Market and Strategy Overview

Financial Performance

Appendix

Page 8: Institutional presentation 080413 eng final impressão

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High value-added and diversified products mix

Note: 1. Dairy (yogurt, fermented milk, desserts and petit suisse, “requeijão” cheese spread, parmesan, special cheese, “minas” cheese, cream cheese, fondue and creams) / 2. Spreads (margarines, blend, butter, fats and mayonnaise) / 3. Milk: UHT milk and pasteurized / 4. Others (pastas, sauces, juices, chocolate milk and others).

Dairy1

Higher margins (%) Leading brands in categories Focus in innovation and product launching

Spreads2

High household penetration level Helps diversify the cost matrix Possible to add “brand” equity

UHT Milk3

Low volume Specific channels Margin under strict discipline

Others4

Juices, sauces, chocolate milk and others

Total: R$ 1.330,2 million

Net Revenue – 2012

Dairy

56%

Spreads 30%

UHT Milk 8%

Others 6%

Page 9: Institutional presentation 080413 eng final impressão

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KA; 10%

Wholesale/Distributor

17%

Food Service;

24%

Others; 3%

Independent retailers and food service

…increasing distribution through independent channels

Net revenues by distribution channel – 2012

• Independent retailers are the fastest growing distribution channel in Brazil

• Vigor currently has c. 20,000 retail clients

• Significant opportunities in the food service segment, which currently shows low market penetration and high growth rates

Total: R$ 1.330,2 billion

49% of sales to independent

retailers

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Page 10: Institutional presentation 080413 eng final impressão

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Operational excellence by adding value to the production chain

Distribution centers

Seven distribution centers Distribution centers positioned close to large consumer markets 14 TSPs

Strategic positioning

Production units

Approximately 3,300 employees Seven plants with and installed capacity of over 47,000 tons per month Solid expansion capacity

Four milk collection centers 1,280 producers Approximately 18 million liters collected every month

Milk collection centers

Diversified supplier base

Milk collection centers

Distribution centes

Dairy production unit

Oils production unit

Mixed production unit

Point-of-sale presence

Over 20,000 active clients Sales channel and consumer profile diversification

Spread distribution in retail

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4

7

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20k

Page 11: Institutional presentation 080413 eng final impressão

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Market Share of Vigor’s product portfolio1

Source: Nielsen – 2012 | Brazil 1Value market share

Market Share - dairy1

Market Share - cheese1

Market share expansion in the main segments

12.6% 13.6% 15.2% 14.1%

2009 2010 2011 2012

4.7% 5.5% 5.7% 5.3%

2009 2010 2011 2012

6.1%

7.1%

7.7%7.3%

2009 2010 2011 2012

Page 12: Institutional presentation 080413 eng final impressão

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Brazil

Reference brand in parmesan cheese

(unaudited category)

1

Consolidated position in key categories

Source Nielsen - 2012 1.Based on total revenues: 2. Regular family liquid yogurt,not including functional yogurts 3. Natural yogurt, not including functional yogurts 4. “Requeijão” cheese spreads

Parmesan cheese “Requeijão” cheese spreads – market share1,4

Brazil Metropolitan area of São Paulo

15% 25%

Total market R$ 967 mm

1 1

Natural yogurts – market share1,3

Brazil Metropolitan area of São Paulo

15% 25%

Total market R$ 315 mm

1

3

1 liter yogurts – market share1,2

Brazil Metropolitan area of São Paulo

7% 29%

Total market R$ 734 mm

2 1

Page 13: Institutional presentation 080413 eng final impressão

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Strong presence in Brazil’s most important regions leverages Vigor for further expansion…

Importance of the macro regions to the market and to Vigor – in value

Source: Nielsen – 2012 | Brazil Considered categories: yogurt, fermented milk, dessert, petit suisse, “requeijão” cheese spread, cream cheeses and “minas” cheese

16% 15%

10%

16%18%

17%

7%

4% 4%

10%

36%

30%

9%

6%

Northeast ES + MG + RJ Countryside RJ Metropolitan area SP Metropolitan area SP Countryside + Coast South Midwest

Market Vigor

Page 14: Institutional presentation 080413 eng final impressão

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Our vision and strategic orientation

Big food Company, one of the biggest dairy companies in Brazil

Categories and Segments • Development of innovation according to seasonal waves

• Further development of Food Service segment

Geographic expansion • Improve our presence in markets close to core market (SP)

• Lower the company’s dependence of São Paulo market

Investment Plan • Increase in productive capacity, with continuous investments in key

product lines

EBITDA Margin • Continuously increase in margins to surpass historic levels

Capital Structure

• Increase stock liquidity

• Reduction of cost of capital

• Return on Invested Capital to shareholders Policy

Page 15: Institutional presentation 080413 eng final impressão

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Introduction

Market and Strategy Overview

Financial Performance

Appendix

Page 16: Institutional presentation 080413 eng final impressão

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Strong financial performance

Gross Profit and Gross Margin Net Revenue

(R$ million, unless otherwise stated) (R$ million, unless otherwise stated)

301.4342.8 311.9

394,7

85,9 113,3

2009 2010 2011 2012 4Q11 4Q12

33.2%

34.8% 25.4%

26.9%

32.2%

866.0

1,032.4

1,229.51.330,2

319,3 351,4

2009 2010 2011 2012 4Q11 4Q12

Excludes UHT Milk

29.7%

Page 17: Institutional presentation 080413 eng final impressão

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52.1 57.2

(7,6)

30,7

2009 2010 2011 2012

Net Profit and Net Margin

Strong financial performance

89.3

118.2

44.2

68,0

2009 2010 2011 2012

EBITDA and EBITDA Margin

(R$ million, unless otherwise stated)

10.3%

11.4%

3.6%

6.0%

5.5%

-0.6%

(R$ million, unless otherwise stated)

2.3% 5.1%

Page 18: Institutional presentation 080413 eng final impressão

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Net Debt (12/31/2012) – R$ million

Cash Generation and Leverage

Cash Flow 2012 – R$ million

Gross Debt Breakdown – R$ thousand

Begining Cash

Cash from Operations

Working Capital

Capex New Debt Debt Payment

Ending Cash

321,7

54,6 17,2 69,0

173,6 359,1

104,6

Line Avg. Rate Due Date Balance

C.Giro CDI + 2,5% 08/17/15 79.766

EGF 5,5% 06/19/14 56.060

Progeren BB TJLP + 3,35% py 10/15/15 48.706

Finame 8,7% 04/14/21 2.360

FCO 10% 05/02/14 1.273

BNDES_Aut. 0,97% to 1,18% pm 02/16/16 365

Total 188.530

Net Debt Cash Gross Debt

188,5

Short Term:

56%

82,7

105,9

104,6

83,9

Page 19: Institutional presentation 080413 eng final impressão

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Investment on Itambé Alimentos S.A.

Shareholder Structure Highlights of the Transaction

•CCPR (sellers) created Itambé S.A. (Equity of

R$410 MM)

• Enterprise Value: R$960 MM

•Net Debt: R$550 MM

• Equity Value: R$410 MM

•Vigor invests R$410 MM on Itambé S.A. in

exchange for 50%

• Capital will be used to reduce debt to R$140 MM

•Operation is subject to the approval of the anti-

trust entity (CADE) Itambé S.A.

Vigor S.A.

50%

CCPR

50%

Itambé S.A.

100%

CCPR

Itambé S.A.

R$410 MM

Vigor S.A.

Shares

1 2 1

2

3

3

Page 20: Institutional presentation 080413 eng final impressão

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Introduction

Market and Strategy Overview

Financial Performance

Appendix

Page 21: Institutional presentation 080413 eng final impressão

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Experienced Managers

Gilberto Xandó – CEO

Gilberto Xandó holds a Bachelor degree in Business Administration from Fundação Getúlio Vargas, a Masters Degree in Retail from USP/FEA and is specialized in Business Management PGA from Fundação Dom Cabral/INSEAD, in France. He has large multidisciplinary experience and has worked in the areas of Finance, Controlling, Trade Marketing, Marketing, Commercial (Brazil and other countries) and Business Unit Management at Natura, Sadia S.A. and Coopers & Lybrand. In July 2011 he became CEO of Vigor.

Maurício Hasson CFO and IRO

Maurício holds a bachelor degree in mechanic and production engineering by PUC-RJ and holds a MBA degree by The University of Chicago Booth School of Business. He has over 13 years of experience in Investment Banking and Corporate Finance, having worked for the past seven years at Rothschild and Bear Sterns in the advisory of important M&A transactions. He became the CFO of Vigor in April 2012.

Anne Napoli Marketing Director

Anne has graduated from the European Business Program and Insead and has 18 years of experience in the consumer sector. Involved in marketing strategy, innovation projects, communication planning and regional coordination, Anne has worked for seven years at Unilever and six at Danone, becoming Marketing Director of Vigor in December 2011.

Darlan Carvalho Diretor de Supply chain

Darlan holds a bachelor degree in Accountancy and a graduate degree in Administration. He also holds a MBA degree in Business Management and has worked for 29 years at Sadia, in the supply chain and logistics areas, being responsible for the whole logistics structuring of BR Foods. He became Supply Chain Director of Vigor in September 2011.

Gustavo Theodozio Administrative Director

Gustavo holds a Bachelor degree in Business Administration by PUC-PE and a MBA in Business Management by FGV-PE and Accountancy and Controlling by UF/PE. Gustavo has worked in companies such as Bompreço S/A Supermercado do NE, Grupo JCPM and Sistema do Jornal do Comércio de Comunicação. In 2010 and 2011 he worked as the CFO for JBS’ leather division and he is currently the Comptroller and Administrative Director of Vigor.

Paulo Botelho Industrial Director

Paulo has been working at Vigor for over 29 years. He started as an intern and has acted as maintenance superior, maintenance manager and industrial manager, becoming industrial director in June 2011.

Luiz Gennari Sales Director

Luiz Henrique holds a Statistics degree from UFSCar, and a masters degree in Marketing from ESPM, and has over 19 years of experience in the consumer sector, involved in market research, trade marketing and sales. Luiz has worked for 15 years at Sadia, and for 4 years at Cia J.Macedo. Last year, Luiz was appointed, at BRF’s Dairy products division “Batavo”, Sales Director (Brazil), becoming Sales Director of Vigor in June 2012.

Page 22: Institutional presentation 080413 eng final impressão

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Wesley Batista Chairman

Joesley Batista Member elected by FB

Vicente Falconi Campo Independent member

Cristiana Arcangeli Independent member

Mr. Wesley Batista became CEO of JBS’ global operations in Feb/2011. Prior to that, he was the president and CEO of JBS USA after Swift & Company’s acquisition in 2007. Under his management, JBS USA more than doubled its revenues in 4 years, acquiring Smithfield Beef, JBS Five Rivers Feedlot, a majority stake in Pilgrim’s Pride, as well as expanding its Australian operations acquired along with Swift. During the previous fifteen years, Mr. Batista acted as Chief Operating Officer (COO) of JBS’ beef operations in Brazil and Argentina.

Mr. Joesley Batista is the current Chairman of JBS, elected on January 2nd, 2007. He was also the CEO of JBS SA between 2006 and 2011, a period in which revenues have grown by 1,200%, and the Company has made different transformational acquisitions in North America and Australia, in addition to going public in 2007. Mr. Joesley Batista has been working at the JBS Group since 1988.

Betânia Tanure de Barro Independent member

Mr. Vicente Falconi Campos is a Board member of Ambev and member of tbe Institutional Board of Managerial Development at INDG, as well as an Emeritus professor at the Federal University of Minas Gerais. Mr. Campos has been a Board member of Sadia and Unibanco and has received awards from different public organizations, both from the Executive and Legislative branches, and business associations, as well as having published six books on Business Administration. Bachelor in Mining and Metallurgy Engineering from the Federal University of Minas Gerais, as well as a M.Sc. and Ph.D. from the Colorado School of Mines (EUA).

Professor at PUC MG, PhD from the Brunel University (England), Post-graduate in Management Consulting by Henley Management College (England), specialized in management by INSEAD, psychologist by PUC – MG. Works as a BTA-certified technical consultant, and professor at national and international companies such as: ArcelorMittal, Banco Santander, Banco Central do Brasil, Banco Itaú, Brasilprev, Embraer, Gerdau, Kimberly-Clark, IBM, Natura, RBS, Sadia, Samarco, TAP, Usiminas, Vale, Via Retail and Weg. Board Member at RBS and GOL Linhas Aéreas

Mrs. Cristiana Arcangeli has graduated in Dentistry with specialization in Endodontics and has been working in the cosmetics segment for over 25 years, in which she has created brands such as Phytoervas, Éh Cosméticos and Beauty’in. Mrs. Arcangeli has received different awards for her influence in the cosmetics and fragrances segment and for her entrepreneurial actions, as well as being the first female member of the Brazilian Marketing Academy, a volunteer at Endeavor,

Board of Directors with well-known members

Marício Tiomno Tolmasquim Independent member

Luiz Antonio Rodrigues Elias Independent member

Mr. Mauricio Tiomno Tolmasquim was Executive-Secretary of the Ministry of Mining and Energy, Board Member at Itaipu Binacional and Furnas Centrais Elétricas (Hydro Powerhouses), coordinator of the technical group responsible for formulation and implementation of a wide reform of the electric energy sector regulation. Mr. Tolmasquim was honored from Itamaraty with the Great Officer from Rio Branco Order. He is also author, co-author, and organizer of over 20 books and more than 100 technical articles.

Mr. Luiz Antonio Rodrigues Elias is an Economist and Head Researcher at INPI (National Institute for Intellectual Property). Since 2007 is Executive Secretary of the Ministry of Science, Technology and Innovation. Before that, was Secretary of Technological Development and Innovation from the same Minitry (2006), Director of Federal Railroad and Co-Secretary of the Social Development Division of Rio de Janeiro Municipality.

Page 23: Institutional presentation 080413 eng final impressão

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Thank you!

Contacts:

[email protected]

55.11.2799.5807