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HKEx: 00142 ADR: FPAFY www.firstpacific.com Copyright © First Pacific Company Limited 14 July 2020. All rights reserved. Proposed Acquisition of Pinehill Company by Indofood CBP, A Subsidiary of Indofood Creating long-term value in Asia

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Page 1: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

HKEx: 00142ADR: FPAFY

www.firstpacific.com

Copyright © First Pacific Company Limited 14 July 2020. All rights reserved.

Proposed Acquisition of Pinehill Company by Indofood CBP,

A Subsidiary of Indofood

Creatinglong-term value

in Asia

Page 2: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Ownership Structure of Pinehill Company

2

Adkoturk Gida Sanayi veTicaret Limited Sirketi“Adkoturk” (Turkey)

DUFIL Prima Plc “DUFIL”(Nigeria, Ghana)

Salim Wazaran Group Limited“SAWAZ” (Egypt, Kenya,

Serbia, Morocco)

Pinehill Arabia Food Limited“PAFL” (Saudi Arabia)

Salim Wazaran Gida Sanayi ve Yatirim Anonim Sirketi

Platinum Stream Profits Limited

80% 49%

The four main Pinehill Group noodle makers.

Pinehill Corpora Limited(Affiliated) Seller

Pinehill Company Limited(Target Company, “Pinehill Group”)

Steele Lake Limited(Non-Affiliated) Seller

51% 49%

Argyle Street Management Limited(Hong Kong-based asset manager,

Beneficial Owner of Steele Lake)

Independent Third Parties

Anthoni Salim Rela@ve ofMr. Salim

49% 42.7%100%

59% 59% 59% 100%

8.3%

Note: FPC Chairman A. Salim has a 25% economic interest in Pinehill.

Page 3: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Four Companies In Eight Markets

Serving 550 mln People

Export markets bring total population to 885 million potential consumers

Pinehill Group Brings Continental Scale

3

Note: Sales are in units of 70g equivalent packs while “production from” refers to first factory operation.Sources: Company data, International Monetary Fund.

Home marketsNeighboring markets

2.8 x 4.913.4 x 5.0

2.8 x 4.919.2 x 5.0

2.8 x 4.919.2 x 8.2

4.2 x 4.913.4 x 8.2

Pinehill Arabia Food (PAFL)

19951,779 mln

35 mln

ProducOon from:2019 Sales:PopulaOon:

Adkoturk

2015211 mln

84 mln

Production from:2019 Sales:Population:

SAWAZ

Production from:2019 Sales:Population:

DUFIL

Production from:2019 Sales:Population:

19954,062 mln

237 mln

20101,550 mln

195 mln

Page 4: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

4

A Rare & Compelling Opportunity

o Pinehill acquisition seen as earnings and value enhancing from the first year after financing costs

o Indonesian independent valuer KJPP concluded that the acquisition would increase ICBP’s revenue and net profit up to 20% per year on average

o The profit guarantee by the Sellers would have raised the pro forma recurring profit of the enlarged First Pacific Group to US$313.5 million vs. US$290.0 million in 2019, according to the Pinehill transaction circular

o With an average consumption of instant noodles per capita that is still very low, the rapid growth in Pinehill’s markets is expected to continue in the foreseeable future. Thus, the acquisition of the Pinehill Group is expected to contribute to the future growth of ICBP and, indirectly, First Pacific

o The acquisition represents a “turn-key” entry into fast-growing markets with dominant market share in every case, nearly quadrupling ICBP’s customer base

o ICBP would become a global company with a diversified geographyo The transaction would be in line with ICBP’s current business and its core Indomie brand

Page 5: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

5

Integration Is Already Deep

o ICBP's provision of technical services in connection with the instant noodles manufacturing operation ensures that equipment and machinery used in instant noodle production at Pinehill factories are sourced from the same suppliers as the equipment and machinery used at ICBP’s 18 noodle plants in Indonesia and Malaysia

o Procedures and policies are modelled on those at ICBP, to ensure good manufacturing processes of the Pinehill Group and consistency for the Indomie brand

o ICBP's technical services to Pinehill gives ICBP an intimate knowledge of Pinehill’s operations and confidence that integration with ICBP poses little risk

o Following the acquisition of Pinehill, ICBP plans to further deepen integration of Pinehill into ICBP’s operational and financial management with cost savings and further synergies to follow

o Pinehill distribution networks are ready to take on additional ICBP products, all of which are Halal, meeting the needs of 885 million new consumers

o ICBP supplies flavorings and packaging to Pinehill, giving ICBP deep understanding of Pinehill’s markets and makes ICBP well placed to drive expansion into new flavors and product categories, and into new demographic and geographic markets

Page 6: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

6

Transaction Valuation

o Valuation of US$2.998 billion at control premium P/E multiple of 23xo The sale terms of the transaction were established by ICBP on an arms-length basis using P/E

multiples of similar companies in similar food businesses in similar markets (six in Middle East/Africa and five in Southeast Asia), taking into account the control premium

o Somerley Capital, the Independent Financial Advisor to FPC independent shareholders and First Pacific’s Independent Board Committee, considers this valuation as “fair and reasonable” following comparison with 10 other listed companies that derive at least half their revenues from instant noodles (see next slide)

o The IFA analysis concluded that the 23x P/E multiple for the valuation of Pinehill is lower than the average P/E ratio of the 10 compared noodle makers (26.23x)

o Indonesian independent valuer KJPP Rengganis, Hamid & Rekan used the discounted cash flow method for valuing Pinehill at US$2.863 billion as of 31 December 2019 and concluded that the proposed acquisition is “fair”

o Deutsche Bank AG Hong Kong Branch prepared a valuation analysis using discounted cash flow analysis, comparable companies’ trading valuations and precedent comparable transactions and concluded that the purchase consideration is “fair and reasonable” from a financial point of view as of 18 May 2020 (slide 8)

Note: See https://www.indofoodcbp.com/uploads/shareholder/Info%20Memo%20Eng%20Complete%20(Execution).pdf for ICBP’s information memorandum to shareholders relating to this transaction. First Pacific’s transaction circular is at https://www.firstpacific.com/media/normal/16337_2020062200359.pdf.

Page 7: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

IFA Valuation vs. Other Noodle Makers

7

27.60 33.42 32.13 17.33 18.99 20.36 26.46 16.64 20.71 48.61

26.23 23.58 48.61 16.64

P/E Ratio2

(USD mln4)

218 273

59 49

118 11 32

126 360 157

Net Profit2

Toyo Suisan Kaisha Ltd.Nissin Foods Holdings Co. Ltd. NongShim Co. Ltd. Samyang Foods Co. Ltd. Nestlé Nigeria PLC3

Flour Mills of Nigeria PLC3

Nissin Foods Company Limited Thai President Foods Public Company Limited PT Indofood CBP Sukses Makmur Tbk. Nestlé (Malaysia) Berhad3

Company Name

TYO: 2875 TYO: 2897

KRX: 004370 KRX: 003230 LAG: NESTLE

LAG: FLOURMILL 1475.HK

BKK: TFMAMA IDX: ICBP

KLSE: 4707

Ticker Market Cap1

6,010 9,126 1,880

851 2,242

216 851

2,101 7,455 7,639

AverageMedianMaximumMinimum

Notes:1) The market capitalization of the Comparable Companies is calculated based on their respective closing price per share and

number of issued shares as at the Latest Practicable Date.2) P/E Ratios of the Comparable Companies are calculated based on the profit attributable to owners of the relevant

Comparable Companies as published in their respective latest financial reports and the respective market capitalization as at the Latest Practicable Date.

3) Sales of instant noodles products were not separately disclosed in the respective annual reports however, were grouped under a segment which represented over 50% of their respective total revenue for the year. As such, for prudent sake, we have included these companies in our analysis.

4) The figures above denote the US$ equivalent amounts as translated from their original currencies.Source: Letter from the Independent Financial Advisor, pp. 70-1 of transaction circular.

Page 8: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Deutsche Bank Valuation for ICBP

8

Discounted Cash Flow Analysis

Trading Comparables

Precedent Comparable Transactions

Valuation Methodology (USD bln)

2.9-3.6

2.4-3.9

2.5-3.5

Equity Value Comments

Financial projecdons were based on the business plan prepared by Pinehill

Valuadon range based on EV/2020E EBITDA, EV/2021E EBITDA, 2020E P/E and 2021E P/E muldples for comparable companies

Valuadon range based on EV/LTM EBITDA muldples for comparable transacdons

Notes: The high end of the trading comparables valuation range includes a 20% control premium while the low end excludes a control premium.Valuation of the business is performed in local currency and converted to USD at the respective USD:LCY spot rates as of 18 May 2020 for illustrative purposes.

Deutsche Bank is of the opinion that Pinehill has, in aggregate, a range of equity values between US$2.9 billion and US$3.6 billion as at 18 May 2020.

Page 9: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

9

Significant De-Risking

o The Sellers guarantee a minimum average annual level of audited net profit ager tax of US$128.5 million for 2020-2021

o ICBP would pay just US$2.35 billion inidally, holding back US$650 million undl the earnings guarantee for average audited net profit ager tax for the two years 2020-2021 is confirmed

o Under the terms of the guarantee, an earnings shorhall above 5% of the guarantee would result in a price reducdon under a formula returning 23 dmes the shorhall to ICBP

o There is no allowance for upward price adjustment on higher earnings, and no floor on potendal price adjustment downwards (up to and beyond the retained US$650 million)

o Pinehill Group has zero bank debto ICBP is currently in a net-cash posidon and will finance the purchase with US$300 million in

cash and the remaining US$2,048 million in borrowings with andcipated gearing of 0.55x following the transacdon

o Borrowings will have no recourse to First Pacific or Indofoodo The Pinehill Group began a quarter-century ago and is well established in its fast-growing

markets and has been closely integrated with noodle producdon plants and processes nearly idendcal or similar to ICBP’s

o All key management will remain with Pinehill following the acquisidono Partnership with Tolaram Group and Kellogg in DUFIL and with Wazaran Group in PAFL and

SAWAZ will condnue unchanged

Page 10: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

10

o The proposed transaction has been extensively reviewed by First Pacific’s Independent Board Committee, composed of all five Independent Non-Executive Directors

o Non-Executive Directors Anthoni Salim, beneficial owner of 25% economic interest in Pinehill, and Axton Salim recused themselves from discussion of the transaction

o An Independent Financial Advisor, Somerley Capital Limited, advised the Independent Board Committee and independent shareholders

o The Independent Board Committee met two times in session, culminating in approval of the Pinehill transaction

o Independent shareholders of First Pacific alone will vote on the transaction at a Special General Meeting to be held on 17 July 2020

o The transaction would permanently eliminate substantial recurring connected party transactions in the Noodles business with the Salim Group by Indofood Group, enhancing corporate governance reputation at First Pacific

Governance

Page 11: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

050

100150200250300350400450500

Indofood Alone Indofood & Pinehill

Indofood Core Income Pinehill Core Income

11

The Importance of Noodles To First Pacific

Noodles is the Driver of Contribution Growtho Noodles contributed about 84% of EBIT at ICBP and 64% at

Indofood in 2019o Noodles contributed 60% of sales growth on average in

every year 2010-2019o Pinehill Group noodle sales would immediately add

significantly to ICBP’s annual sales of Instant Noodleso Indofood pays 50% of net profit as dividends to

shareholderso Via FPC’s 50.1% stake in Indofood and Indofood’s 80%

stake in ICBP, First Pacific would receive as dividends approximately 20% of all net profit contribution delivered by Pinehill to ICBP

The Potential for Growth Is Enormouso ICBP’s Noodles business has a market share of around 70%

domestically and consumption per capita (CPC) of 50 packs a year

o Pinehill companies dominate their markets, with market share ranging from 65% in Turkey to 95% in Saudi Arabia and overall consumption per capita of 12 packs per year –less than ¼ of ICBP’s CPC in Indonesia

o Growth will come from more people eating noodles and from eating them more frequently in new and expanded Pinehill markets

o ICBP sees a doubling of overall noodle sales over the next five years counting all markets, domestic and overseas

o Pinehill’s distribution systems are ideal for further ICBP products from Dairy, Snack Foods and other businesses

0

200

400

600

800

1,000

Indofood Alone Indofood & Pinehill

Consumer Branded Products Bogasari Agr ibusiness DistributionPinehill

2019 EBIT (USD mln)

673

81922%

2019 Core Income (USD mln)

42422%

346

Page 12: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Strong Sales and Margins

12

Earnings 2017-2019 (USD mln)

Net Sales Gross Profit Income from OperaSon (EBIT)

Core Profit*

Gross Profit Margin EBIT Margin Net Profit Margin

2018391 148

85 55

37.8%21.8%10.7%

2017335 131

59 56

39.1%17.7%13.9%

2019534 228 146

78

42.8%27.3%

8.1%

CAGR26.3%32.0%56.8%18.2%

*Core profit reflects the income for the year attributable to the company excluding the effects of foreign exchange differences,and loan interest expenses of the head office.

Page 13: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Consistent Revenue Growth

13

Total revenue from instant noodles and related products (USD mln)

Market

Note: Sales by DUFIL, 49%-owned by Pinehill, also include palm oil, flour, pasta, snacks, and flexible packaging. Source: ICBP.

Saudi ArabiaEgyptTurkeySerbiaMoroccoKenya

Total Pinehill Consolidated

DUFIL (Nigeria & Ghana)

YTD AprilCAGR12.1%58.9%71.1%61.3%55.3%30.0%

26.3%

10.1%

Change30%-5%49%65%25%39%

24%

-2%

2017254

54 15

6 5 6

335

477

2019319 136

45 15 12 11

534

578

2018249

86 33

9 8 9

391

573

2019100

39 11

4 4 3

162

188

2020129

38 17

7 6 4

200

184

Page 14: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

17.6 20.3 12.7

1.7 4.1 1.4 2.5

11.8

Company Name Home Market

81%95%80%74%74%77%65%

Market Share CPC3Sales Vol.1 Volume CAGR3

22%

21%

21%

Domestic Market Data 2019

231 34 99 49

7 36 83

539

Population (mln)

Snapshot of Pinehill Volumes & Market Penetration

14

Note: Pinehill Group noodle sales are not included in ICBP export sales. ICBP exports seasonings and packaging to Pinehill Group Companies.

DUFIL PAFL SAWAZ

SAWAZ Gida

Total Pinehill

Nigeria, GhanaSaudi ArabiaEgyptKenyaSerbiaMoroccoTurkey

Eight Total

1. In millions of packs per annum, 70 gram equivalent.2. 1995-2019.3. Annual consumption per capita of company domestic market sales.

1995199520102014201620172015

Company Name Home Market Sales Vol.1 Volume CAGR2

22%

21%

21%

First FactoryEstablished

4,062 1,779 1,256

92 125

77 211

7,602

Page 15: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

17 18 31 23

125

77 92

211

0

50

100

150

200

250

Serbia Morocco Kenya Turkey

2015 2019

15

Sales Volumes Show Strong Growth

o Instant noodle consumpCon is recession-proof: consumpCon historically increases in difficult Cmes because noodles are among the lowest-cost foods

o The Pinehill Group has achieved a CAGR of 21% in noodle volumes since incorporaCono Noodle consumpCon in Pinehill’s domesCc markets averages only 12 packs per person per year, or a CPC

of 12 vs. ICBP’s domesCc total of 50 packs/yearo New markets offer new avenues for conCnued growth. ICBP is a Halal producer, making its products ideal

for most of the Pinehill domesCc markets as well as surrounding markets

1,550 1,114

156

4,062

1,779 1,256

0500

1,0001,5002,0002,5003,0003,5004,0004,500

Nigeria, Ghana Saudi Arabia Egypt

1995 2000 2005 2010 2015 2019

Sales Volume (mln packs/year) Sales Volume (mln packs/year)

Source: Company data expressed in terms of 70-gram equivalent packs. Includes sales to surrounding countries.

Page 16: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Global Indomie Brand Is a Powerful Force

16

o Indomie is a globally recognized brand, ranking in the Top 10 in the “17 Billionaire Brands” recognized by Kantar Worldpanel for three years in a row, 2017-2019

o These are global brands whose purchase acts (measured in millions of consumer reach points) are 1 billion or higher

o Indomie is chosen nearly three times more frequently than the next most-chosen brand, Coca-Cola

o The Kantar research indicates that when consumers get to know Indomie, they tend to buy it again and again and again

o The Pinehill Group operates in markets with strong Indomie brand equity

Coca-Cola Colgate Maggi Lay's Lifebuoy Pepsi SunsilkDove IndomieNescafé

42.1%59.7%32.3%30.4%25.0%22.8%23.3%36.8%

4.9%22.6%

Households Buying at

Least Once(Penetration)

12.3 5.9 8.2 7.3 8.3 8.0 7.2 4.5

32.9 6.9

Choices by Consumer

(Frequency)

6,094 4,157 3,117 2,608 2,450 2,156 1,981 1,962 1,907 1,834

Purchase Acts (Consumer

Reach Points mln)

Source: https://www.kantarworldpanel.com/global/news/brand-footprint-local-vigour-beats-global-resurgence.

2019Kantar

World-Panel

o With steady and strong sales growth, Indomie noodles remain well regarded all over the world

Page 17: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Pinehill Historical Growth Rate Is High

o In 1995, Pinehill Group’s first year of operaSon, it sold a total of 73 million packs of instant noodle in Saudi Arabia and Nigeria

o Five years later in 2000, Pinehill Group’s sales had grown to 275 million packs, almost four Smes its first-year sales

o A^er 2000, Pinehill Group started exporSng to surrounding countries, including Egypt. By 2005, sales had grown to almost 660 million packs

o In 2010, Pinehill Group’s first factory in Egypt commenced operaSon. By then total sales amounted to 2.8 billion packs, almost 40 Smes the first-year volume 15 years earlier

o Pinehill Group’s Kenya factory commenced operaSon in 2014, while its Turkey factory began in 2015. Pinehill Group’s sales in 2015 amounted to 4.8 billion packs

o A^er 25 years of operaSon Pinehill Group is projecSng to sell 8.5 billion packs of noodles in 2020, a CAGR of 21% since 1995

o In the next five years, Pinehill Group aims to increase instant noodle sales to 14 billion packs

17

Page 18: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Key Drivers of Continuing Growth

o High urbanization rates in Pinehill’s markets relative to most other nations will continue to be key demand drivers as new city residents adjust to new urban eating habits

o Deeper distribution penetration in existing markets through addition of stock points, listing in remaining key accounts, retail and traditional stores

o Extension of distribution network into second-tier cities and rural districtso Driving of sales volumes in surrounding countries by offering affordable and suitable

products for consumers in target marketso Entrance into non-conventional channels, including online platforms, university canteens,

Indomie kiosks, etc.o Capture of the “out of home” opportunity with cup noodleso New product launches to cater to the differing taste profiles of consumers in different

countrieso Introduction of new packaging sizes (such as jumbo size) and new flavors (e.g. premium

noodles) to cater to consumer choiceo Targeted sales and marketing activities to increase consumption by existing consumers and

introduce ICBP products to new userso Cost efficiency initiatives through increased automation, the purchase of new machinery to

lower production costs, use of alternative energy sourceso Expansion of production facilities to support growth (slide 23 for historical data)

18

Page 19: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

19

Appendix

Page 20: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

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Dan

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ka Je

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May

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Mira

e M

NC

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ley

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ier

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ucor

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10,000

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20

What Do the Analysts Say?

*Research report written prior to Pinehill announcement of 22 May 2020.Data as at 14 July 2020.

Indofood Most Recent Price Targets (IDR/share)

ICBP Most Recent Price Targets (IDR/share)

Highlightso The transaction would lift

Indofood into the ranks of global food companies

o Operational risk is low owing to long-term relationship between Pinehill and ICBP and shared processes and equipment

o The high valuation is based on new sources of strong growth

o Noodles are ICBP’s most profitable and biggest product, up to 90% of EBIT

o Pinehill brings much larger markets with much lower penetration

o Opens up new markets for other ICBP products

o Earnings guarantee by Sellers suggests confidence in ambitious growth forecasts

o 23x valuation compared with ICBP P/E of 19x implies expectation of significant contribution growth from Pinehill to ICBP earnings

o Transaction seen as positive to First Pacific earnings

o No recourse to Indofood or FPCBuy Hold Sell

Buy Hold Sell

Page 21: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

21

Noodle Consumption Low But Growing Fast

o Data based on Pinehill’s sales in home markets containing 550 million peopleo Including regional export markets, Pinehill has approximately 885 million

potential consumers, offering a new pillar of growth for ICBP

Per Capita Noodle ConsumpOon (CPC)

MarketDUFIL- Nigeria- GhanaPAFL- Home- SurroundingEGYPTSERBIA- Home- SurroundingMOROCCO- Home- SurroundingKENYA- Home- SurroundingTURKEYGrand Total- Home

19950.310.31

2.172.17

0.580.58

20052.082.08

7.9114.31

1.450.05

2.572.68

20000.530.53

10.3110.31

1.931.93

20108.469.501.806.68

21.093.831.980.040.010.050.010.01

0.080.08

0.004.785.19

201513.6514.37

8.957.23

19.384.865.120.351.240.190.520.52

0.360.670.030.296.508.09

201917.5718.83

9.198.52

20.266.23

12.662.574.062.322.001.38

10.090.581.680.082.558.77

11.83

24-year CAGR18.3%18.6%

5.9%9.8%

12.0%13.4%

Page 22: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

22

Timeline of Pinehill’s Sales Expansion

MarketDUFILPAFLEgyptSerbiaMoroccoKenyaTurkeyGrand Total

199534 39 -----

73

2005288 368

3 ----

659

200065

211 -----

276

20101,550 1,114

156 1 0 3 0

2,824

20194,062 1,779 1,256

125 77 92

211 7,602

20204,265 2,176 1,323

192 103 131 318

8,507

Sales Volume (70 gr eq, mln packs)

20152,851 1,376

456 17 18 31 23

4,771

CAGR21%17%49%77%78%45%

195%21%

Page 23: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

23

Factory Expansion in Line with Strong Sales Growth

Note: Home country sales only.

MarketDUFILPAFLEgyptSerbiaMoroccoKenyaTurkeyGrand Total

199578 99 -----

177

2005926 591

-----

1,516

2000272 335

-----

608

20102,039 1,624

-----

3,663

20194,876 1,940 1,493

263 120 120 235

9,047

20204,973 2,338 1,829

263 120 251 594

10,368

Production Capacity (70 gr eq, mln packs)

20153,770 1,786

559 --

102 116

6,335

o 12 factories with total producSon capacity of around 9 billion packs in 2019

MarketDUFILPAFLEgyptSerbiaMoroccoKenyaTurkeyGrand Total

199544%40%

41%

200531%62%

43%

200024%63%

45%

201076%69%

77%

201983%92%84%48%64%77%90%84%

Capacity Utilization

201576%77%81%

30%20%75%

o 2019 uSlizaSon rate was 84%

o ProducSon capacity seen increasing to 10 billion packs in 2020

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DUFIL Prima Plc1995 Noodle division started2009 Seasoning & Flexible

Packaging divisions started2011 Acquisition of Dana Noodles2012 Pasta & Flour division started2013 Edible Oils division started2014 Snack division started

Minimie Noodles production2017 Acquisition of Dangot

Noodles in Nigeria and pasta factory in Ghana

2018 Acquisition of Mimee Noodle2019 Ghana Noodle Factory started

24

Pinehill Group Milestones

Pinehill Arabia Food Limited (PAFL)1995 1st Noodle Factory started2007 2nd Noodle Factory started

Seasoning Blending & Packing Factory started

2009 Sauce Factory started2008 Cup Noodle line started2015 1st High Capacity Noodle line

Salim Wazaran Group Limited (SAWAZ)2010 Egypt 1st Noodle Factory started2014 Kenya Noodle Factory started2016 Egypt Seasoning Factory started2016 Serbia Noodle Factory started2017 Morocco Noodle Factory started2017 Egypt Cup Noodle line started2020 Egypt 2nd Noodle Factory started

Salim Wazaran Gida Sanayive YaWrim Anonim SirkeW(Adkoturk)2015 Turkey Noodle Factory started2018 2nd Noodle line added2019 Cup Noodle line started

Home marketsNeighboring markets

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This presentation is provided for information purposes only. It does not constitute an offer or invitation to purchase or subscribe for any securities of First Pacific or any of its subsidiaries or other companies it is invested in, and no part of this presentation shall form the basis of or be relied upon in connection with any contract or commitment.

Certain statements contained in this presentation may be statements of future expectations and other forward-looking statements that are based on third-party sources and involve known and unknown risks and uncertainties. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

There is no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.

IMPORTANT NOTICE

Page 26: Proposed Acquisition of Pinehill Company by Indofood CBP, A … · 2020. 7. 15. · Indofood in 2019 o Noodles contributed 60% of sales growth on average in every year 2010-2019 o

Contact Us

First Pacific Company Limited(Incorporated with limited liability under the laws of Bermuda)

24th Floor, Two Exchange Square8 Connaught Place, Central

Hong KongTel: +852 2842 4374

Email: John Ryan, Indofood Commissionerand First Pacific Associate Director

[email protected]

Phone: +852 6336 1411firstpacific.com