Corporate Presentation

Content

Details

01 Introduction

02 Our History

03 Our Business

04 Our People

05 Our Approach

06 Our Value Add

07 Our Social Impact

08 Why Partner with Us

09 Contact Details

Introduction 1

Acorn Agri & Food

Introduction

• Agri & food focused holding company

• 100 year history

• Trades publicly OTC

• Managed by Acorn Private Equity

Vision• To create a legacy of long term sustainable value for all stakeholders by being the operating and investment

partner of choice in agricultural and food value chain.

Differentiating factors

• Our 100 year history is testament to our sustainability

• Vertically integrated in agri and food sectors

• Unique combination of operational and investment expertise to drive organic and acquisitive growth

• Growing diversification by sub-sector, region & commodity to mitigate cyclicality and risk.

• Growing export earnings

• Leader in the growing health food sector

• Innovative approach:

• Fostering entrepreneurial flair through non-prescriptive approach

• Actively involved to drive achievement of full business potential

• Acquire minority or majority stake

Shareholders of reference

• Sanlam Private Wealth

• African Rainbow Capital ( level 1 BEE investor)

Our History 2

100 Year History. Gaining Momentum…

CRK (then CBKV) founded in 1918 & BNK (then BBKV) founded in 1926.

Merger between BNK & CRK to create Overberg Agri.

2005

2012

Merger between Overberg Agri & MKB.

2014

Acorn Agri founded & invests in:

1918 / 1926

2015

Overberg Agriinvests in:

Acorn Agri obtains key shareholder:

PRIVATE WEALTH

Acorn Agri invests in:

100 Year History. Gaining Momentum…

Acorn Agri & Overberg Agri co-invest in:

Acorn Agri obtains key shareholder:

2017

2018

Merger between Overberg Agri & Acorn Agri to create Acorn Agri & Food.

Future

Organic & acquisitive growth.

Specific focus areas.

Listing on JSE.2016

Our Business 3

Our Divisions

AGRICULTURE FOOD

Agri Inputs & Services Agri Inputs: Fuel Fresh Fruit Food Processing Health Foods

9

Agri Inputs & Services (1/3)Overberg Agri Procuro Grain Agpack

Shareholding 100 % 33 % 100 %

Description

Leading agri services provider & supplier in Western and parts of Eastern Cape.

Provider of grain storage and value added services.

Supplier of agricultural packaging to local fruit industry.

Key Facts

Provides agricultural supplies and equipment, grain storage, building materials, fuel and financing, primarily to farmers.

680 000 tons grain storage capacity.

19 agri stores.

Owns strategically located silo complex in Randfontein.

22 500 tons grain storage capacity.

Provides the whole spectrum of packaging required by growers.

Exclusive supplier of Smartpac, an innovative liner bag, in South Africa.

4 strategically located branches.

10

Agri Inputs & Services (2/3)Overberg Wealth &

RiskP&B Lime BKB

Shareholding 70 % 74 % 11.1 %

Description

Provider of short term insurance, medical aid solutions, wealth management, corporate consulting & employee benefits.

Supplier of lime mainly for the agriculture, road building and water purification markets across South Africa.

Diversified agri services provider based in Eastern Cape with leading position in wool & livestock auctioneering.

Key Facts

10 branches throughoutSouth Africa.

One of only two white lime sources in SA.

Open-cast mine with reserves to ensuresupply for 300 years.

Agricultural lime comprises majority of sales volumes.

Provides wool services, livestock auctioneering, retail and grain trading,financing, sugar & fruit processing & packaging.

National footprint.

11

Agri Inputs & Services (3/3)

Boltfast

Shareholding 74.6 %

DescriptionOne of largest distributors of industrial fasteners in SA.

Key Facts

Nationwide branches located in Cape Town, Port Elizabeth, Johannesburg, Pretoria and Vredenburg.

12

Agri Inputs: Fuel

Moov

Shareholding 51.1 %

Description

Wholesale supplier and distributor of petroleum and lubricant products to forecourts and commercial clients.

Key Facts

Extensive footprint in Western & Northern Cape.

Supplies 86 fuel retail stations.

9 fuel depots delivering to commercial clients.

13

Fresh Fruit

ACG Fruit

Shareholding 98.5 %

DescriptionProducer and packer of table grapes & soft citrus

Key Facts

Produces more than 2 mil cartons of table grapes, 2.2 mil cartons of citrus, 4 000 tons of raisins & 2 400 tons of wine grapes.

Produce exported to UK & Europe.

14

Food Processing

Lesotho Milling Bredasdorp Abattoir Pioneer Foods

Shareholding 35.1 % 100 % 2.1 %

Description

Producer of wheat & maize flour.

Processing facility for sheep and cattle farmers in Overberg region.

3rd largest branded food group in SA.

Key Facts

Annual milling capacityof 90 000 tons of maize and 30 000 tons of wheat.

Storage capacity of 30 000 tons.

Owner of Moja, Mighty White, Silver Cloud, Induna and Golden Wonder brands.

Owns feedlot with capacity of 2 500 small stock units.

Processing capacity of 950 small stock units p.d.

Supplies major wholesalers and retailers in Western Cape.

Owns Overberg Farm Meat brand.

Listed on JSE.

15

Health Foods

Grassroots Group Montagu

Shareholding 65 % 100 %

DescriptionProducer of innovative health snacks using fruit &vegetable pulp & dairy.

Leading supplier of healthier snacks, incl. dried fruit & nuts.

Key Facts

Proprietary, innovative products & production technologies.

Leading supplier to the UK health snack market.

Developing and investing in own consumer brands.

Montagu brand is one of the most recognised consumer brand in SA.

Supplier to major retailer, fuel station forecourts and franchisees via own brands and private label.

105 franchise stores & 35 corporate owned stores nationwide.

16

Agri Inputs and Services

Fresh Produce

Food Processing

Health Foods

Vertically Integrated Business

17

National Footprint with Strong Presence in Western Cape

Diversified Contribution to Net Profits

19

Agri Inputs & Services

45%

Agri Inputs: Fuel11%

Food Processing22%

Health Foods22%

Our People 4

Non-Executive DirectorsCobus Visser

ChairpersonDouw de

Kock Vice

Chairperson

Buckley McGrath

Non-Executive

Dirkie UysNon-Executive

Nelius SmithNon-Executive

Johan van der MerweNon-Executive

Michael van Breda

Non-Executive

• LLB• MD of Bremer

Investments• Owns

diversified farming operations in SA

• Ex-Director of Gildenhuysvan der Merwe Inc

• BCom; CFP• Previously

chairperson of Overberg AgriLimited and board member since 2005

• Trustee of the Group Pension Fund since 2008

• Agriculturalist until 2006

• Financial planner at Boshoff VisserFinancial Services

• B.Eng & CA (SA)

• Wealth manager

• Consulting specialist for asset management & technology companies

• Previously several roles at MTN, including COO and executive director of MTN SA

• BCom (Hons) • Previously vice

chairperson of Overberg AgriLimited and board member since 2013

• Member of the audit and risk committee and the remuneration and nomination committee

• Primary agriculturalist since 1996

• CA (SA)• Member of the

audit and risk committee

• Director of Boshoff VisserFinancial Services

• CA (SA)• Co-CEO

African Rainbow Capital

• Ex-CEO Sanlam Investment Management

• Several roles at Investec Asset Management including Global Sector Head of Resources, Director and member of Executive Committee

• CA (SA)• Member of the

audit and risk committee and the social and ethics committee

• Primary agriculturalist since 2001

21

Executive Directors & Company SecretaryAndré Uys

Chief Executive Officer

Carl NeethlingChief Investment

Officer

Louw CoetzerChief Financial Officer

Pierre MalanExecutive Director

Annmarie SteynCompany Secretary

• BScAgric (Hons) & MBA

• CEO of Overberg Agri from 2012.

• Former Operations Director of Overberg Agri.

• Former Operations manager of BNK Landbou.

• Senior advisory roles at PLK Landbou and Clover.

• CA (SA)• 11 years’ PE

experience• Co-founder & CIO of

Acorn Private Equity• Entrepreneurial

family enterprises in agri (Suiderland,Pioneer Fishing, Chaka, etc)

• Global Investment Controller for Private Equity investments at Westmont Group.

• International PEexperience in US &UK.

• BCompt (Hons);• 23 years experience

in agri & food sectors.

• FD of Overberg Agri from 2012.

• Various financial and managerial positions in food and agrisectors:

• Operational Director & Financial Director of Overberg Agri, MD of Boltfast,

• General Manager: BNK Landbou and Financial Manager at Sasko.

• CA (SA)• 19 years’ PE

experience• Co-founder & CEO

of Acorn Private Equity

• 11 year history at PSG Group: CEO of PSG Capital, CEO of Paladin Capital (PSG’s private equity vehicle); PSG Group Board member.

• Corporate Finance deals incl: Zeder, Pioneer, KWV, KaapAgri, BKB, Overberg Agri, OVK, KLK, GWK

• B.Proc. LLB; Chartered Secretary Graduate; Advanced Diploma in LabourLaw

• Group Company Secretary since 2007;

• Head of Compliance and Chief Officer of the Group Pension Fund.

• Trustee and Director of Overberg Agri Development Trust and Woza PhambiliEnterprises.

22

Rest of the TeamGerhard Visagie

InvestmentDirector

Johan van ZylInvestment Manager

Michael Prinsloo

Analyst

Francisca Heese

Junior Analyst

Emma-Jane Gordon

Junior Analyst

Gerhard Jacobs

Financial Manager

• CA (SA)• Joined in 2010• 9+ years’

investment experience

• Led and supported numerous agri & food transactions

• Strong network in agri & food sectors

• Nominated as one of top 35 young CAs in SA.

• CFA• Joined in 2015• Ex-Corporate

financier who gained experience across various sectors including agri & food / FMCG, financial services & technology

• Lectured in Investment Management at Stellenbosch University

• LLM & CA(SA)• Joined in 2017• Completed

traineeship at PWC and gained experience in the consumer, retail and agricultural sectors

• B.Com & LLB• LLM in process• Joined in 2017• Keen interest in

the legal aspects of corporate financing and private equity

• Hons B.Com• Joined in 2018• Passionate about

investing• Aspiration to

become a CFA charter holder

• B.Acc• Joined in 2009• Financial

management & fund adminfunction

• 16 years’ accounting and financial management experience in the investment banking and private equity sectors

23

Our Approach 5

Unique Combination of Skills

Operational

Expertise

Investment

Expertise

Proven Operational ApproachOperational Approach

Actively involved in strategy and

planning

Focus on sustainable

growth, cash flow, risk management and governance.

Provide corporate finance and

shared services

Aligns management

through incentives

Strict application of business perfomance

metrics

Selective mergers & acquisitions

Rigid and disciplined investment

process

Deep involvement at all stages of

transaction

Managerial Level

Transaction Stage

Business Level

Operational support to

management teams

26

Strong Investment Track Record

Over the past15 years

113

MergersAcquisitions

Our Investment Approach

Investment Approach

• Leverage our relationships to source transactions• Rigid analysis & due diligence• Sophisticated deal making to mitigate risks• Focus on businesses we understand

InvestmentPhilosophy

• Acquire solid businesses at reasonable price with high quality management in agri & food sectors

• Strategic M&A in our divisions to: • Drive scale• Enhance route to market• Facilitate cross selling

• Diversify across geographies, commodities, markets & currencies

Investment Criteria

• Understandable business• Robust business model• Sustainable competitive advantage• Profitable and cash generative• Solid growth prospects• Not highly leveraged• Experienced, ambitious & trustworthy management team

28

Our Value-Add 6

Our value add to Group Companies

Partnership Forge long term partnership with the owners and management teams of the companies it invests in

Strategic inputs Strategic guidance & introduction to wide network to facilitate growth

Fostering entrepreneurial flair

Encourage innovation and offers management freedom to run the business

Operational support Provides operational support and guidelines on operational best practices to be implemented

Financial Support

Leverage our strong balance sheet or/and relationships with funders to provide capital to our businesses

Equitable remuneration Align management with shareholders and reward outstanding performance

Transactional support Assist Group Companies with identification and implementation of potential M&A targets.

Shared services Provides shared legal, HR, marketing, secretarial and other services

30

“Our equity partner put robust structures and systems in place.

Their financial backing allowed us to grow without having to go through the lengthy process of applying for bank financing.

Acorn’s input has also meant that Grassroots could pursue the right expansion opportunities at the right time.

Acorn did not interfere with the DNA of the business, allowing management to operate in a structured but still very

entrepreneurial environment.” – Rikus Muller, CEO: Grassroots Group

A Reference from Grassroots Group

31

Our Social Impact 7

Our Perspective on Social Impact

33

Job Creation Skills Development

Social Upliftment Economic Development

TO BE RELEVANT TO THE NEEDS OF OUR TIME

Selected Social Impact InitiativesGrassroots Group A Healthy Business Model

• Path Out of Poverty (POP) centerslaunched to uplift local communities

• Rise Up Bakery, owned by 5 previously disadvantaged individuals, established that supplies bread to employees and crèches

• Planned expansion: addition of vegetable gardens

• Expanded production facilities that created employment

• 90% of workforce is female• Waste water treatment plant built• 5% production time spent on training

all employee levels

MontaguServing South Africa

• Partnership with Community Action Partnership (CAP) and sponsorship of CAPability protective workshop for disabled persons

• Established CAP as a franchisee of the Swellendam Montagu franchise with profits from the store directly benefiting CAP

Social Value Creation

Impact • Increased women employment, empowerment of employees & greater community, and support of a number of crèches in Gouda and Saron for employees’ children

• Despair and hopelessness replaced by hope and ambition

• CAP produces the Sunshine Surprise product for MDF&N

• Company growth resulting in additional employment

• The socio-economic impact on the community through employment, support of crèches for employees’ children

Social Value Creation

Impact

34

Selected Social Impact Initiatives

Overberg AgriTeaching Tomorrow

• Learnership programmefacilitated by Bathopele for members of Genadendalcommunity to obtain National Certificate in Mixed Farming.

• Annual farmworkers’ information day with focus to develop and encourage farm personnel to take responsibility for their roles on the farm and in the community.

Bredasdorp SlagpaleMentorship Programme

• Providing access to technical support to black agriculturalist.

• Assistance ranges from financial management to the establishment of study groups.

• Provides operational and financial assistance through financing for purchasing and feeding of livestock.

Social Value

Creation

Impact • Improvestheproductivityandincomeofblackagriculturalists.

Social Value

Creation

Impact

35

• Facilitates the self-empowerment of community members

Why Partner With Us? 8

Why Partner With Us?

PartnershipRelational approach and trusted partners to our stakeholdersOur long term outlook is complementary to the time horizons applicable in the food & agri sectors

TeamProven track record of growing food and agri businesses due to its business experience combined with long standing industry relationships

Flexibility Flexibility to acquire businesses for cash and/or Acorn Agri & Food shares

DiversificationA share transaction offers business owners reduced concentration risk by obtaining a stake in diversified agri & food portfolio while maintaining shareholding in the business

A bigger pictureYour business can be part of a larger group in the agri & food sector and benefit from the synergies that comes from the diversity of our Group

Accelerategrowth Acorn adds value through strategic involvement at a business level to accelerate growth

Liquidity Acorn Agri & Food trades publicly and envisages a listing on the JSE in near future

Shareholder of reference Valuable shareholder of reference to improve the profile of Group Companies

OwnershipAcorn team owns substantial portion of Acorn Agri & Food, perfectly aligning us to maximize the value of our Group Companies

NetworkingOpportunities to network with Acorn executives, key shareholders and other Group Companies’ management teams

37

Contact Details

Carl NeethlingChief Investment Officer

carl@acorn.co.za

Tel: +27 21 852 2887

André UysChief Executive Officer

andre@acorn.co.za

Tel: +27 21 852 2887

Gerhard VisagieInvestment Director

gerhardv@acorn.co.za

Tel: +27 21 852 2887

Thank youAcorn Agri and Food LtdUnit C2 The Beachhead10 Niblick WaySomerset West7130South Africawww.acornagri.com