alicorp s.a.a. -...

1

Alicorp S.A.A.Independent opinion regarding the estimation of the pro-forma value of the future cash flows of the crushing and consumer business units of Industrias de Aceite S.A. and ADM-SAO S.A.

2

Confidential— This report is strictly confidential and its use will be limited to the purposes set forth in Art. 51 of the Securities Market Law. The

report can not be distributed to third parties or used for purposes other than those provided for in the aforementioned regulation.

— This document has been prepared for Alicorp S.A.A. according to our service proposal and is under all the terms and conditions ofthat agreement, including disclosure restrictions and presentation of this document to third parties.

— If this report is received by another than Alicorp SAA, the recipient should consider that the attached report has been prepared onlyfor internal use of Alicorp SAA, and this report and its content may not be shared or disclosed to another recipient, without theconsent express and in writing of KPMG Asesores SC of R.L. (hereinafter KPMG Peru) and Alicorp S.A.A.

— KPMG Peru will not have any obligation to grant such consent, and may follow all the relevant legal means before an unauthorizedrecipient or before the unauthorized distribution of this document.

— The calculated pro-forma value of the future cash flows of the crushing and consumer business units of Industrias de Aceite S.A.and ADM-SAO S.A. it does not represent the joint operation of both entities and does not consider synergies, or a possible mergerof both entities, given that at the evaluation date these businesses operate independently, so the information of both businessestogether are for informative purposes, being the sole responsibility of the Client's administration.

3

Private and confidentialDirectors of Alicorp S.A.A.Av. Argentina Nro. 4793, Carmen de la Legua ReynosoProvincia Constitucional del Callao, PeruApril 2018

Dear Directors of Alicorp S.A.A.,

We are pleased to present this report to you, Alicorp S.A.A. (hereinafter "Alicorp" or the "Client") to assist them in the Independent Opinion regarding the proforma estimation of the future cashflows of a business unit comprised of the following entities: Industrias de Aceite SA, Colcun SA, Global Cassini , SL, Tikal y R Trading SA (hereinafter "FINO") and ADM SAO SA (hereinafter "ADM-SAO").

This report provides the summary and conclusions of KPMG in relation to the contracted service and has been prepared in accordance with our service proposal, which includes Terms and Conditions. The information used in this report has not been verified by KPMG, nor has an audit been applied to the accounting records of the aforementioned company. We have considered and trusted the information provided by the client.

Our assignment consists of providing an Independent Opinion regarding the estimation of the pro-forma value of the future flows of the crushing and consumer business units of Industrias de Aceite S.A. and ADM-SAO S.A. based on the request of the Client, as well as the experience we can provide. Our services are subject to the scope and review procedures established in our proposal for professional services.

Our report should not be used for any other purpose or use different from those indicated above and in our professional proposal of services, the distribution of the same should be limited to the Client and KPMG, agreed previously under the nature and scope of the procedures, and no copy will be distributed without prior authorization from KPMG.

We hope to continue providing our services in the future.

Sincerely,

Oscar Caipo Magdalena BunikowskaSocio Director

4

IndexFairness opinion regarding the estimation of the pro-forma value of the future cashflows of the crushing and consumer business units of Industrias de AceiteS.A. and ADM-SAO S.A.

Definitions and abbreviations

About the Transaction 6

Industrias del Aceite S.A. and ADM SAO S.A. 8

Macroeconomic and Industry Analysis 12

Business Valuation Methods 22

Main assumptions 25

Results 36

Appendices 39

1

2

3

4

5

6

5

Definitions and AbbreviationsANAPO Association of Oilseed and Wheat Producers

BCRP Central Reserve Bank of Peru

BCB Central Bank of Bolivia

BOB Bolivian (currency)

CEPALSTATEconomic Commission for Latin America and the Caribbean Statistics

EBIT Earnings Before Interest and Taxes

EBITDAEarnings Before Interest, Taxes, Depreciation and Amortization

USA United States of America

EIU The Economist Intelligence Unit

FCL Free Cash Flow

INE Statistics National Institute

GDP Gross Domestic Product

MT Metric tons

MT/day Metric tons per day

MT/Ha Metric tons per hectare

USD United States Dollar

USD M USD in thousands

Var % Percentage variation

WACC Weighted Average Cost of Capital

6

About the Transaction

7

About the Transaction

Fundamental Reason for the Transaction

Description of the Transaction

▬ Alicorp, as part of its strategy, intends to acquire 100% of Fino and ADM-SAO. FINO is aleading company in consumer products in the Bolivian market and ADM-SAO is a leadingoilseed crushing company in the Bolivian market.

Fuente: Información recibida por el Cliente Elaboración: KPMG

▬ Bolivia is one of the fastest growing economies in Latin America due to its dynamic evolutionof consumption.

▬ The acquisitions allows to create a leading platform in the Bolivian market in the crushing andconsumer goods market, and allows to develop a vertical integration that allows to providequality materials for consumer products.

▬ Likewise, according to the Client, it adds an added value to the business thanks to thesynergies obtained by the acquisition of both companies. The synergies include thecombination of businesses, complementary products in the portfolio and shared practices.

▬ The businesses acquired are in line with the pillars of growth and efficiency of Alicorp.

▬ The agriculture business is not part of the transaction.

Source: Information received from the Client Elaboration: KPMG

Source: Information received from the Client Elaboration: KPMG

Bolivia

8

Industrias de Aceite S.A. and ADM SAO S.A.

9

▬ The company was founded by the Said family in Cochabamba on February 15, 1944 underthe name of Compañía Agroindustrial del Oriente S.A. with the objective of using rawmaterial from Bolivia for the production of oils that would replace the imported products. Theraw material they used for the manufacture of oils was originally cotton nugget. In 1954, thecompany sold the first oil under the FINO brand. From that date, FINO was constituted asIndustrias de Aceite S.A.

Industrias de Aceite S.A. Industrias de Aceite S.A.

Pando

Beni

La Paz

Santa CruzCochabamba

Oruro

Potosi

Sucre

Tarija

Main Office

Crushing Plant

Grain Stores

Refining Plant

Owned Distribution Office

Third Party DistributionOffice

National Presence

Summary of Industrias de Aceite S.A.

▬ Leading agro-industrial and consumption company in Bolivia.

▬ More than 70 years of experience in the sector.

▬ More than 750 employees (in addition to 120 additional employees hired in harvest).

▬ Divided into 4 main business units:

1. Crushing

2. Agriculture

3. Mass Consumption

4. Distribution

Source: Industrias de Aceite S.A. website Elaboration: KPMG* The agriculture business is beyond the scope of this report.

10

Industrias de Aceite S.A. Timeline of expansion of Industrias de Aceite S.A.

Timeline of Expansion of

1944 The national textile industry grew and generated a surplus in its process, the cotton nugget. In this context, the Said family founded what we know today as "Industrias de Aceite S.A.", on February 15, 1944 in Cochabamba, with the objective of industrializing the nugget and producing edible oil for the national market.

1954 With only 23 workers and 7 employees, the first oil with the FINO brand goes on sale. Which, had the great challenge of winning the local markets, replacing the oils that were imported then from Argentina.

1970 In parallel GRUPO ROMERO bets on agro-industrial development in Bolivia and acquires Industrias de Aceite S.A. in the decade of the 70s, where a new stage of consolidation, growth and innovation begins.

1977 The hydrogenation plant is installed, both for domestic use and for industrial use, as a result KARINA and GORDITO together with Margarina REGIA remained leaders in the Bolivian market.

1980 The productive capacity of extraction is extended with a process by solvent, equipment known as CROWN plant, with an additional daily grinding of 400 MT of soybeans.

1990 FINO manages to enter with refined oils to Chile, Colombia and Venezuela, until processing 6,000 tons of monthly product, which today is achieved as installed capacity in the Cochabamba plant. Likewise, the supply of flours and crudes to the countries mentioned above and to other markets in the continent is extended: Peru, Ecuador and Central America.

2013 In 2013, a new extension allows a final milling of 2,500 MT / day. Achieving an installed capacity six times greater than what was in the 80s.

1. Crushing

2. Agriculture

3. Consumer Goods

4. Distribution

Main lines of business

▬ The largest buyer of soybeans and sunflower seeds in Bolivia.▬ It produces oil and soybean / sunflower oil and flour, soy pellets and full fat flour.▬ Vast experience in the commodity and hedging markets▬ Proven capacity to export worldwide through global and regional traders.

▬ More than 30 years of experience growing agricultural fields.▬ It produces mainly soybeans and sunflower. In winter, wheat, sorghum and corn are produced.▬ More than 10,000 hectares of its own.

▬ The largest producer and marketer of oils and fats in Bolivia.▬ Market leader in all food categories.▬ Serves a wide range of local and international clients

▬ Operates the largest distribution network in Bolivia▬ Present in 9 departments of Bolivia▬ Provides multi-channel distribution services with broad national coverage

Source: Industrias de Aceite S.A. website Elaboration: KPMG

* The agriculture business is beyond the scope of this report.

11

▬ Archer Daniels Midland Company (ADM) is one of the largest agricultural processors inBolivia. They transform crops into ingredients for food, ingredients for animal nutrition,renewable fuels and alternative industrial oils of natural origin.

▬ In Bolivia, ADM SAO S.A. processes soybeans and sunflower seeds, converting them intooils and flours. Also, the processing plant is located in the city of Santa Cruz de la Sierra.Commercial operations are carried out in the cities of La Paz, Cochabamba and Sucre.

▬ ADM SAO S.A. also provides commercialization and logistics services to national andinternational clients. They have approximately 400 employees throughout Bolivia.

ADM SAO S.A.ADM SAO S.A. Operational Silos

Summary of ADM SAO S.A.

▬ ADM SAO has 10 silos with a combined storage capacity of ~ 300,000 MT:

a

b

6 silos are fully operational in the short term:

Of these, 2 silos (~ 83,000 tons capacity) require small investments toensure their long-term operations.

4 silos (with a capacity of ~ 72,000 MT) are not operational and require additionalinvestments to be available

Silos Capacity (MT) Operational

Planta 108,100 Sí

San Pedro 27,660 Sí

Cuatro Cañadas 53,600 Sí

Pozo del Tigre 40,240 Sí

Pailon Este 29,600 Sí

Montero 2,500 Sí

Pailon Central 38,033 N/A

San José 4,400 N/A

KM84 25,000 Sí

Tres Cruces 4,495 Sí

Total 333,628

Silos Capacity (MT)

Not operational but repairable 42,433

Not operational 29,495

Total non-operational silos 71,928

Non-operational Silos

Source: Information provided by the Client Elaboration: KPMGSource: Information provided by the Client Elaboration: KPMG

12

Macroeconomic and Industry Analysis

13

Evolution of the Fiscal Balance (% PBI)

0%

5%

10%

15%

20%

25%

30%

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

United States of AmericaUnited KingdomSpainPortugalItalyGermanyFrance

-8%

-6%

-4%

-2%

0%

2%

4%

6%

20

00

20

01

20

02

20

03

20

04

20

05

20

06

20

07

20

08

20

09

20

10

20

11

20

12

20

13

20

14

20

15

20

16

20

17

20

18

20

19

20

20

202

1

France

Germany

Italy

Portugal

Spain

United Kingdom

United States of America

The international

financial crisis

affected the

performance of

various economies

globally

Macroeconomic Analysis - Global Environment

Spain, followed by Greece, isthe country with the highestunemployment rate.

0.29%0.69%

1.00% 0.80% 0.80% 0.70% 0.70% 0.70%

-8%

-7%

-6%

-5%

-4%

-3%

-2%

-1%

0%

1%

2%

2014 2015 2016 2017* 2018* 2019* 2020* 2021*France Germany Italy Portugal Spain United Kingdom United States of America

Growth of the GDP of advanced economies - Real GDP (Var%)

Unemployment (% of Total Labor Force) of advanced economies

▬ The world economy has shown a synchronized progress in the different indicators of activity,projecting a global growth of 3.6% in the year 2017. It is estimated a growth of 3.6% and3.5% for the years 2018 and 2019, respectively, according to the BCRP .

▬ In the United States, the growth projection is maintained and it is estimated that theeconomy will grow 2.2% in 2017, 2.1% in 2018 and 2.0% in 2019. On the other hand, thegrowth projection of Latin America's GDP for the years 2017 and 2018 remains at 1.4% and2.4%, respectively.

▬ It is expected that in advanced economies, the number of unemployed will graduallydecrease. In several European countries, unemployment will remain close to historical highsand in the United States, as well as in other advanced economies, unemployment will fall tolevels similar to those before the international financial crisis of 2008.

Source: EIU. Elaboration: KPMG

Source: EIU. Elaboration: KPMGSource: EIU. Elaboration: KPMG *: Projected Data

14

50.0%+

22.2%

6.9%

6.1%

5.0%

4.2%

4.0%

3.5%

2.3%

2.3%

1.1%

Venezuela

Argentina

Uruguay

Mexico

Bolivia

Colombia

Paraguay

Brazil

Chile

Peru

Ecuador

2017*

0%

20%

40%

60%

80%

100%

120%

140%

20

01

20

02

20

03

20

04

20

05

20

06

20

07

20

08

20

09

20

10

20

11

20

12

20

13

20

14

20

15

20

16

20

17

20

18

20

19

20

20

20

21

Argentina Brazil

Chile Colombia

Ecuador Mexico

Peru Venezuela

Macroeconomic Analysis - LATAMGDP growth in Latin America (% Var)

Projected inflation (2017 and 2018) Public Debt (% of GDP) in Latin America

▬ It is estimated a slight growth in the region of 1.4% at the end of 2017. For the year 2018 anexpansion of 2.4% is estimated, a scenario that assumes a slight recovery in the averageprices of commodities and a lower political risk.

▬ In recent months, inflationary pressures have been reduced due to the fall in the price offood. A favorable situation for Colombia, which has favored the convergence of inflationtowards its target range. The opposite has happened for the cases of Brazil and Chile, whoseinflation have fallen below their target ranges. The context mentioned above has favored theeasing of monetary policy in the region, which is expected to continue in Chile, Colombia andBrazil.

▬ Among the Latin American countries with a low level of leverage are Chile, Ecuador andPeru.

Source: BCRP. Elaboration: KPMG *: Projected Data

Source: EIU Elaboration: KPMGSource: BCRP. Elaboration: KPMG *: Projected Data

50.0%+

15.6%

7.2%

5.0%

4.2%

4.0%

3.9%

3.5%

2.9%

2.0%

1.9%

Venezuela

Argentina

Uruguay

Bolivia

Brazil

Paraguay

Mexico

Colombia

Chile

Peru

Ecuador

2018*

-7.2% 0.4%

0.6%

1.4%

1.9%

2.1%

2.8%

2.8%

2.8%

3.9%

3.9%

Venezuela

Brazil

Ecuador

Chile

Colombia

Mexico

Peru

Uruguay

Argentina

Paraguay

Bolivia

2017*

-2.4%

0.9%

2.1%

2.2%

2.8%

2.8%

2.8%

2.8%

3.7%

3.8%

4.2%

Venezuela

Ecuador

Brazil

Mexico

Uruguay

Chile

Colombia

Argentina

Paraguay

Bolivia

Peru

2018*

15

-0.93%

-0.09%

0.08%

0.17%

0.29%

0.38%

0.39%

0.49%

0.56%

0.58%

1.08%

-1.50% -1.00% -0.50% 0.00% 0.50% 1.00% 1.50%

Oil and Gas

Mining

Utilities

Construction

Other Services

Manufacturing

Commerce

Public Adm. Services

Financial Services

Transport and Communications

Agriculture

17 17 2024 27 31 33 33 35

39 43 46 4953

58

6.1

3.4

4.1

5.2 5.1

6.8

5.5

4.8

4.14.0 3.7 3.5 3.5 3.5 3.5

0

1

2

3

4

5

6

7

8

0

10

20

30

40

50

60

70

2008

2009

2010

2011

2012

2013

2014

2015

2016

20

17*

20

18*

20

19*

20

20*

20

21*

20

22*

139 148 156 160 167 175 183 193 202 212

4.5%

6.5%

5.2%

3.0%

4.0%

4.7%5.0% 5.0% 5.0% 5.0%

0%

1%

2%

3%

4%

5%

6%

7%

0

50

100

150

200

250

2012 2013 2014 2015 2016 2017* 2018* 2019* 2020* 2021*

Index Percentage change

▬ It is estimated that the Bolivian economy will continue to grow at more moderate levels(between 3.5% and 4% of annual variation).

▬ In the year 2017, the economic growth until March (3.3%) is mainly explained by theperformance of the Agriculture, Forestry, Hunting and Fishing sectors; Transport andCommunication; Financial Establishments; Services of the Public Administration andManufacturing Industry. The greater dynamism of the agricultural activity stands out for thegood agricultural year, with results superior to the year 2016, which was mainly affected bydroughts.

▬ Inflation rates have been rising steadily in recent years. On the other hand, the percentagechanges in the inflation rate have been unstable although it is estimated that they will remainconstant until 2021.

Macroeconomic Analysis - Local Environment (Bolivia)

GDP growth by economic sector (Var%) Historical and projected inflation

Real GDP (USD Billions) and Var (%)

Source: IMF. Elaboration: KPMG *: Projected Data

*Projected Data Source: IMF Elaboration: KPMGSource: BCB Elaboration: KPMG

16

Source: CEPALSTAT Elaboration: KPMG

Macroeconomic Analysis - Local Environment (Bolivia)

Government operations and global result (% of GDP) Public debt (% of GDP)

Imports and Exports of FOB goods (billions of USD)


4.56.4

5.06.4

8.4

11.3 11.7 12.8

8.77.0

-3.6-5.0 -4.5

-5.6

-7.9 -8.6 -9.3 -9.9 -9.0-7.8

-15.0

-10.0

-5.0

0.0

5.0

10.0

15.0

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Exports Imports Trade Balance

32.8 32.7 32.830.8

32.835.0

36.7 37.736.1

30.532.7

34.830.9

33.9 33.235.4

40.2 40.6

-10

-5

0

5

10

15

20

25

30

35

40

45

2007 2008 2009 2010 2011 2012 2013 2014 2015

Total income and donations Total expenditure and net loan Overall result


▬ The trade balance of Bolivia has been growing in recent years due to the fact that exportshave been increasing at a higher rate than imports. However, in 2015 and 2016, the tradebalance fell to negative values mainly explained by the fall in commodity prices.

▬ In general terms, the overall result obtained by Bolivia has remained at stable levels withoutabrupt variations. In the last decade, public revenues and expenditures have been increasingin tandem. The Bolivian government went from having a level of public spending of 30.5% ofits GDP in 2007 to 40.6% in 2015.

▬ Public debt as a percentage of GDP has been decreasing in the last decade. These ratiosshow a low and sustainable debt. In 2016, external public debt over GDP (19.4%) issubstantially lower than the reference threshold (40%) handled by the Bolivian government,which means that there are no risks of unsustainability of the external public debt.

24.0 22.7 24.4 23.319.2

15.9 13.6 12.6 12.4 11.5

16.714.5

14.9 14.6

14.515.4

16.2 17.4 19.2 19.4

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

45.0

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Internal Debt External Debt

17

Industry Analysis – Crushing

Soybean: Surface, performance and production (Winter Season)

Soybean: Surface, performance and production (Summer Season)

▬ During the summer season, a total area of 999,000 hectares was planted with soybean, ofwhich 193,570 hectares were affected by drought and 13,000 hectares by excess moisture.From the planted area, it obtained an average yield of 2.39 MT/Ha.

▬ On average, 80% of the area planted is direct sowing and 20% is conventional sowing.

▬ The summer season for sowing in 2016 started in November 15th and ended in January10th.

▬ In the East side, the amount of seeds used for planting per hectare is between 50 to 60 kgper hectare, on the other hand, in the Zona Integrada, the amount of seeds used is between60 to 70 kg per hectare.

▬ During the winter season, a total area of 200,750 hectares was planted with soybean, ofwhich 22,300 hectares was affected by drought and 3,450 hectares by excess moisture. Forthe planted area, it obtained an average yield of 2.13 MT/ha.

▬ June´s and July´s sowing showed problems due to lack of rain, this event reducedproductivity and financially affected the farmers.

▬ The winder season for sowing in 2016 started in June and ended in August.

Source: ANAPO Elaboration: KPMG


428,000

700,700 631,500

760,000820,000

890,000942,000 935,000

990,000

1.95 1.98 2.00

2.42 2.29

2.20 2.53 2.25

2.39

-

0.50

1.00

1.50

2.00

2.50

3.00

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

2008 2009 2010 2011 2012 2013 2014 2015 2016Surface (Ha) Yield (MT/Ha)

195,950

284,900

255,200271,700 275,000

290,000 287,000 290,000

200,750

2.10

1.97 1.77

1.84 2.54

2.43 2.34 2.24

2.13

-

0.50

1.00

1.50

2.00

2.50

3.00

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

2008 2009 2010 2011 2012 2013 2014 2015 2016

Surface (Ha) Yield (MT/Ha)

18

259,218 250,872 235,685

142,791

221,040

285,525

194,082

103,284

146,772

1.15

1.41 1.32

1.07

1.02

0.97

1.02

1.020.89

0

0.2

0.4

0.6

0.8

1

1.2

1.4

1.6

0

50,000

100,000

150,000

200,000

250,000

300,000

2008 2009 2010 2011 2012 2013 2014 2015 2016

Surface (Ha) Yield (MT/Ha)

Industry Analysis – CrushingSunflower: Surface, performance and production (Winter Season)

▬ During the winter season, a total area of 146,772 hectares was planted with sunflower, ofwhich 98% is concentrated in the Eastern zone of Bolivia. From the planted area, an averageyield of 0.89 MT/ha was obtained.

▬ On average over the last 8 years, the yield has been 1.10 MT/ha. In recent years, there is adecline in yield in the sunflower sector. The lack of sufficient rainfall in the cultivated hectaresis the main cause of below average yield.

▬ In most of the areas, the conditions for it to generate thedisease of Sclerotinia was not given.

▬ Regarding insects and weeds, there were no problemssince the lack of moisture was not conductive of theirdevelopment.

▬ Sowing started at the beginning of march and ended atthe end of May.

▬ The amount of seeds used per hectare variesbetween 3 to 3.5 kg/ha, depending on the sizeof the seed.

▬ The winter season of 2016 was one of the driestin recent years, during March to July less than200 mm of rain was recorded, which causedlow yields.

▬ The type of seeds planted were mainly Dekalb4065, MG 360 and MG 310.

Sowing

Type of Seeds

Diseases

Dates

Source: ANAPO e INE Elaboration: KPMG

Source: ANAPO e INE Elaboration: KPMG

19

Industry Analysis – Consumer Goods

Sales and Market Growth of Edible Oil (BOB MM)

Sales and Market Growth of Edible Oil (MT)

▬ The edible oil market has grown 8% in nominal terms, and 3%, in real terms, reaching BOB1.1 billion and 81.2 tons of edible oils in 2017.

▬ Bolivia is a natural producer of vegetable oil, offering its consumers a wide variety of productsand brands. 69% and 30% of sales by volume were represented by soybean and sunfloweroils, respectively.

▬ The sales of edible oils in Bolivia are mostly made in bottles, offering its consumersaccessible and good quality products in all its categories.

▬ Industrias de Aceite FINO S.A. dominates the edible oil market with a market share of 38%in 2017.

▬ In terms of volume, the soybean oil market has grown on average 1.3% in annual terms, inthe last five years. Sales grew, in volume, from 48.2 tons in 2012 to 51.4 tons in 2017.

▬ On the other hand, the sunflower oil market has grown on average 4.3% in annual terms, inthe last five years. Sales grew, in volume, from 17.9 tons in 2012 to 22.1 tons in 2017.

▬ In terms of value, the soybean oil market has grown an average of 4.2% in annual terms, inthe last five years. Sales grew, in value, from BOB 586 MM in 2012 to BOB 720.6 MM in2017.

▬ On the other hand, the sunflower oil market has grown an average of 7% in annual terms, inthe last five years. Sales grew, in value, from BOB 241.5 MM in 2012 to BOB 338 MM in2017. FINO dominates the edible oils market with a market share of 38% in 2017.

Source: Euromonitor Elaboration: KPMG


48.2 49.9 50.4 51.2 50.0 51.4

17.9 18.0

18.8 20.4

21.3 22.1

-4%

-2%

0%

2%

4%

6%

8%

10%

-

10.0

20.0

30.0

40.0

50.0

60.0

2012 2013 2014 2015 2016 2017Soybean Oil Sunflower Oil

Soybean Oil (Var. %) Sunflower Oil (Var. %)

586.0 611.3 625.6 648.8 667.8 720.6

241.5 245.9 265.5 282.1 310.1

338.4

0%

2%

4%

6%

8%

10%

12%

-

100.0

200.0

300.0

400.0

500.0

600.0

700.0

800.0

2012 2013 2014 2015 2016 2017Soybean Oil Sunflower Oil

Soybean Oil (Var. %) Sunflower Oil (Var. %)

20



Leading Brands in the Edible Oils Market (%)

Leading Companies in the Edible Oils Market (%)

▬ According to Euromonitor International, Fino dominated the Bolivian edible oils market with amarket share of 38% in 2017. The company had a strong position in all categories, havingproducts with competitive prices and wide distribution. Fino is well positioned in thefoodservice and retail market. The brand that most supported its growth in 2017 was FINOLight.

▬ FINO has a diversified portfolio with products that contain vitamins for children (vitamin E andDHA) and with Light content for consumers who desire healthier products. The companyalso introduced to the market products for consumers with low and medium income andtraditional retail market.

▬ FINO´s brands include Fino, La Patrona and Borges. Fino had a market share of 36.1% of theedible oils market in December of 2017.

▬ ADM-SAO SA´s brands include Sabrosa, SAO and Cocinero. Sabrosa had a market share of21.7% of the edible oils market in December of 2017.

▬ The top three brands (Fino, Sabrosa and Rico) represented 76% of the market share of edibleoils. This percentage demonstrates the dominance of local companies in the Bolivian market.

Industrias de Aceite FINO

S.A.38%

ADM-SAO S.A.28%

Industrias Oleaginosas IOL

S.A.18%

Empresa de Transformación Agroindustrial

S.A.9%

Others7%


Fino36%

Sabrosa22%

Rico18%

Crisol9%

Sao6%

La Patrona1%

Others8%

* Market Share determined by the level of revenue.

*Market Share determined by the level of revenue.

21

Industrias de Aceites FINO SA 37.9%

ADM-SAO SA 28.5%

Industrias Oleaginosas IOL SA 18.2%

Empresa de Transformación Agroindustrial SA

8.8%

Minoil Bolivia Ltda. 0.8%

Industrias Venado SA 0.1%

La Serrana Srl 0.1%

Others 5.4%

Market Concentration of the Edible Oils Market by Company (%)


Market Share of the Edible Oils Market in 2017 by Brand (%)

Edible Oils Sales by Category (in BOB MM) Market Share in the Edible Oils Market in 2017 by Companies (%)

Fino 36.1%

Sabrosa 21.7%

Rico 18.2%

Crisol 8.8%

Sao 6.1%

La Patrona 1.0%

Borges 0.9%

Others 7.2%


Olive Oil 55.8

Corn Oil 0.8

Soybean Oil 720.6

Sunflower Oil 338.4

-20% 0% 15%

Edible Oils 1,115.5 Annual Growth 2017 % CAGR 2012-2017 %

Source:Euromonitor Elaboration: KPMG



0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

90.0%

100.0%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Top 3 Companies Others

22

Business Valuation Methods

23

Asset ValuationBusiness Valuation Methods

The methodology for the estimation of the pro-forma value of the future cash flows of the crushing and consumer goods business units of FINO and ADM-SAO under a stand alonescenario and without including synergies of both businesses.

Discounted Cash Flow Market comparables (Cross-check)

Historical General Balance

Assumptions

Projected General Balance

CAPEX, projected operational working

capital

Present Assets Value

Present Equity Value

Historical Profits and Losses

Projections bybusiness line

Projected Profits and Losses

Multiples of comparable companies

Evaluate the comparability with the

company

Analysis of multiples of comparable

companies

Summary of thevaluation

Projected FCL

Description

This methodology estimates the present value of the free cash flows generated by the company discounted at a rate according to the risk of the asset. Also, to arrive at the value of the shares, the Net Debt is subtracted (debt minus cash).

Discount Rate: WACC

+ Net Debt(– Debt+Cash)+ Non-operative Cash+ Non-operative assets

24

Asset Valuation

Cash and Banks

Net Fixed Assets

Commercial accounts payable

and other operational

accounts payable

Equity

Commercial accounts

receivable and other operating

accounts receivable Financial

obligations

Commercial accounts payable

and other operational

accounts payable

Commercial accounts

receivable and other operating

accounts receivable Operating

Working Capital or OWC

Operational Need for Funds

+ EBIT*(1-t)- CAPEX+ Depreciation y Amortization+ Δ Operating Working Capital (OWC)

Free Cash Flow to the Firm

For the estimation of the Present Value of the Assets, the investments of the operating working capital must be taken into account, given that these represent the operational needs of funding for the operation of the business each year.

Operating Working Capital = Commercial accounts receivable + Inventories – Commercial Accounts Payable

Investments in operating working capital = (commercial accounts receivable t + Inventories t - Accounts payable t) - (Commercial accounts receivable t + 1 + Inventories t + 1 - Accounts payable t + 1)

Free Cash Flow

20

15

20

16

20

17

20

18

20

19

20

20

20

21

20

22

20

23

20

24

a) t = Effective Income Tax rate.

25

Main Assumptions

26

Source: BCB Elaboration: KPMG

Main Assumptions – Macroeconomics Assumptions

USA Inflation Rate (Var %) Exchange Rate/ Income Tax/ Legal Reserve

Bolivia Inflation Rate (Var %)

Source: BCB / Audited Financial Statements Elaboration: KPMGSource: IMF Elaboration: KPMG

▬ For modeling purposes, the inflation rate of Bolivia and the USA, both obtained from theWorld Economic Outlook Database dated April 2017, from the International Monetary Fund.

▬ For the calculation of the perpetuity value of the Crushing and Consumer Goods businesses,the inflation rate of the US (2.65%) was taken as the long-term growth rate.

▬ The Exchange rate (BOB/USD) was obtained from the Banco Central de Bolivia. It should benoted that as of June 2017, Bolivia maintains a fixed Exchange rate system.

▬ The effective income tax rate applied is 25.00%, in accordance with the tax legislation inforced at the valuation date and the Company´s audited financial statements.

▬ The percentage of legal reserve constitute of 5.00% of the profits of each fiscal year, prior toits distribution. This information was obtained through the Company´s audited financialstatements.

2017 2018 2019 2020 2021 2022 2023

Exchange Rate (BOB/USD) 6.96 6.96 6.96 6.96 6.96 6.96 6.96

Income Tax 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0%

Legal Reserve 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%

Historical Forecasted


4.55%

6.48%

5.20%

2.95%

4.00%

4.67%5.01% 5.01% 5.01% 5.01% 5.01% 5.01%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Bolivia Long-term Inflation Rate (%)

1.82%

1.34%

0.55%0.74%

2.20%2.34%

2.65%2.65% 2.65%2.65% 2.65% 2.65%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

US Long-term Inflation Rate (%)

27

264368 359 331 379

473 477 467353 350 351 380 377 387 397 408

800

1,134

787

925

1,2161,152

1,011

813

672 721 725 753 749 769 789 810

673

1,694

1,042

1,186

1,6221,489

1,341

1,0801,0221,010

952 936 936 961 987 1,013

0

200

400

600

800

1000

1200

1400

1600

1800

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Soybean Meal Soybean Oil Sunflower Oil

673.0

1,693.6

1,041.7

1,186.0

1,621.8

1,489.5

1,341.1

1,080.3

1,022.2

1,009.7

951.8

936.2

936.2

961.1 986.5

1,012.7

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

317.3

453.3

378.5

384.9

484.2

537.8517.2

457.8

347.4

362.7

360.7

382.2

378.3

388.4

398.7

409.2

0

100

200

300

400

500

600

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Source: IMF Elaboration: KPMG

Main Assumptions - Crushing

Global Price of Sunflower (USD/MT) Global Price of Soybean Derivatives (USD/MT)

Global Price of Soybean (USD/MT)

Source: IMF Elaboration: KPMGSource: IMF Elaboration: KPMG

▬ The price evolution of Soy and Sunflower has been marked by a high volatility during theperiods that spam from 2007 to 2017, which has been noticeable in years. Likewise,historical max prices can be seen in 2008, 2011 and 2012. It should be noted that in 2016 theglobal price of soybean closed at 362.7 USD/MT and of sunflower at 1,009 USD/MT.

▬ For the forecasted global prices of soybean, soybean meal, soybean oil and sunflower,forecasts made by the International Monetary Fund, adjusted to the inflation rate of the USA,have been taken into account.



Increase in Soybean´s Price due to drop in supply of soybean in the US.


28

1,229,000

1,225,000

1,190,750

1,262,217

1,269,549

1,310,884

1,353,564

1,397,633

1,443,137

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

2014 2015 2016 2017 2018 2019 2020 2021 2022

Source: INE and ANAPO Elaboration: KPMG

Main Assumptions – Crushing

Hectares of Sunflower

Hectares of Soybeans

Source: INE and ANAPO Elaboration: KPMGSource: INE and ANAPO Elaboration: KPMG

▬ The estimated growth of hectares for the production of soybean and sunflower wereconstructed from historical data, through the analysis of growth rates, the Compound AnnualGrowth Rate (CAGR) for the last 12 years was determined.

Growth of Productive Hectares in Santa Cruz- Bolivia

Cultivated Area 2017 2018 2019 2020 2021 2022 2023

Soybeans during Summer Season 3.3% 3.3% 3.3% 3.3% 3.3% 3.3% 3.3%

Soybeans during Winter Season 3.3% 3.3% 3.3% 3.3% 3.3% 3.3% 3.3%

Sunflower during Winter Season 4.7% 4.7% 4.7% 4.7% 4.7% 4.7% 4.7%

CAGR 3 years

CAGR 5 years

CAGR 8 years

CAGR 10 years

CAGR 12 years

194,082

103,284

146,772

108,207

160,747168,226

176,053184,245

192,817

0

50,000

100,000

150,000

200,000

250,000

2014 2015 2016 2017 2018 2019 2020 2021 2022

Soybean

Sunflower

3.54% 4.84% 5.08% 3.42% 3.26%

-13.04% -9.73% -7.37% -1.09% 4.65%Historical

Historical

Forecasted

Forecasted

▬ To determine the growth in hectares of Soybean and Sunflower, the Compound AnnualGrowth Rate (CAGR) for the last 12 years was used.

▬ The percentage purchased of Soybean for the summer season, over the total cultivated areain Bolivia, is on average 16.5% and for the winter season is on average 17.2%.

▬ The percentage purchased of Sunflower for the winter season, over the total cultivated areain Bolivia, is on average 40.9%.

29

317.3

453.3

378.5

384.9

484.2

537.8 517.2

457.8 347.4

362.7

360.7 382.2 378.3 388.4 398.7

409.2

65.0

40.0

31.0 35.0

31.5 35.6

41.7

45.7

49.2

57.6

6.3

45.8

35.4 32.0 40.7

49.7 52.3 52.4

0

10

20

30

40

50

60

70

-

100.0

200.0

300.0

400.0

500.0

600.0

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Global Price of Soybean

Crush Margin (US$/TM) - Min.

Crush Margin (US$/TM) - Max.

Income obtained through thecapture of soybeans available for

processing


Price vs Crush Margin of Soybean (USD/MT)

Soybeans Yield per hectare (MT/Ha)

Source: Historical Data and KPMG Estimation Elaboration: KPMG

▬ The estimation of the Crush Margin was performed the following way:

Cru

sh

Marg

in

Independent Variable “X”: Price of Soybean (USD/MT):Depedent Variable “Y”: Crush Margin of Soybean (USD/MT):

From them, the historical correlation between the variables “X” and “Y” was recorded by the Company in order to establish a benchmark.

Regressions were estimated, which took into consideration two variables:1

The Crush Margin is calculated base on the forecasted revenue and expenses of soybean, considering the benchmark beforehand, with the following formula:

2

Crush margin of Soybean

Cost of Goods Sold (storage, processing and packagingexpenses, and hedging costs)



The maximum range considers the best payment conditions, storage availability and storage services


2.32.3

2.3

1.96

2.33 2.33 2.33 2.33 2.33

2.03

2.35

2.00

2.09

2.34 2.34 2.34 2.34 2.34

1.7

1.8

1.9

2.0

2.1

2.2

2.3

2.4

2014 2015 2016 2017 2018 2019 2020 2021 2022

Soybean Yield during the Summer Season Soybean Yield during the Winter Season

30

673.0

1,693.6

1,041.7

1,186.0

1,621.8 1,489.5

1,341.1

1,080.3 1,022.2 1,009.7 951.8 936.2 936.2

961.1 986.5 1,012.7

125.0

8.0

-16.0

41.0 26.2 35.8

41.9 48.3 50.2

58.1

-19.2

25.5

42.9 29.4

42.1 52.4 56.1 54.7

-40

-20

0

20

40

60

80

100

120

140

-

200.0

400.0

600.0

800.0

1,000.0

1,200.0

1,400.0

1,600.0

1,800.0

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Global Price of Sunflower

Crush Margin (US$/TM) - Min.

Crush Margin (US$/TM) - Max.

1.02 1.02

0.89

1.15

0.99 0.99 0.99 0.99 0.99

0.00

0.20

0.40

0.60

0.80

1.00

1.20

1.40

2014 2015 2016 2017 2018 2019 2020 2021 2022


Price vs Crush Margin of Sunflower (USD/MT)

Sunflower Yield per hectare (MT/Ha)

Source: INE Elaboration: KPMG

Source: Historical Data and KPMG Estimation Elaboration: KPMG

Cru

sh

Marg

in

Historical


Income obtained through thecapture of sunflower available for

processing

▬ The estimation of the Crush Margin was performed the following way:

Independent Variable “X”: Price of Sunflower (USD/MT):Depedent Variable “Y”: Crush Margin of Sunflower (USD/MT):

From them, the historical correlation between the variables “X” and “Y” was recorded by the Company in order to establish a benchmark.

Regressions were estimated, which took into consideration two variables:1

The Crush Margin is calculated base on the forecasted revenue and expenses of sunflower, considering the benchmark beforehand, with the following formula:

2

Crush margin of Sunflower

Cost of Goods Sold (storage, processing and packagingexpenses, and hedging costs)

Forecasted

The maximum range considers the best payment conditions, storage availability and storage services

31

83,327

192,500176,214

202,830220,484

202,830

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

2017 2018 2019 2020 2021 2022

Processing Sunflower Nominal Capacity - Sunflower Crushing Real Capacity - Sunflower Crushing

749,325

908,562 938,143 968,687 1,000,2261,032,792

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

2017 2018 2019 2020 2021 2022

Processing Soybeans Nominal Capacity - Soybean Crushing Real Capacity - Soybean Crushing

Main Assumptions - CrushingInstalled Capacity – Soybean and Sunflower Factory (MT)

Source: Information Provided by the Client Elaboration: KPMG

+ of 150,000 MT of soybean appointed to the sunflower factory.

+ of 150,000 MT of soybean appointed to the sunflower factory.

Usage (%) 73.3% 84.1% 84.1% 84.1% 84.1% 84.1%

Usage (%) 31.7% 79.8% 67.1% 84.1% 83.9% 84.1%

In the determination of the effective capacity of Soybean and Sunflower plant, 6 days of bi-monthly maintenance, 4 non-programmable days for holiday and a 90% performance level are assumed.

32

27.41% 27.48% 27.55% 27.62% 27.69% 27.75%

41.0% 41.0% 41.0% 41.0% 41.0% 41.0%

52.8% 52.8% 52.8% 52.8% 52.8% 52.8%

0%

10%

20%

30%

40%

50%

60%

2017 2018 2019 2020 2021 2022

51,491 53,915

56,460 59,133

61,941 64,890

14,056 14,533 15,027 15,537 16,065 16,611

6,635 7,018 7,423 7,852 8,305 8,785

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

2017 2018 2019 2020 2021 2022

1,360.2 1,398.2 1,437.2 1,477.4 1,518.6 1,561.0 1,647.6 1,691.2 1,736.1 1,782.1 1,829.3 1,877.8

2,085.3 2,140.6 2,197.3 2,255.6 2,315.4 2,376.8

-

500.0

1,000.0

1,500.0

2,000.0

2,500.0

2017 2018 2019 2020 2021 2022

Forecasted

Cooking Oil Butter

Margarine

Source: Information Provided by the Client and BCB Elaboration: KPMG

Forecasted

Main Assumptions – Consumer Goods

Price (USD/MT) – Main Products Products Gross Margins (%) – Main Products

Volume (MT) – Main Products

Source: Information Provided by the Client and BCB Ellaboration: KPMGSource: Información Provided by the Client and BCB Elaboration: KPMG

▬ For the forecasted period, the annual growth rates of all cooking oil products have beenindexed to the real historical variation of private consumption in Bolivia (3.4%).

▬ With respect to the estimated prices for each product, in the forecasted period they havebeen indexed to the long-term inflation rate of the USA (2.65%).

▬ The gross margins estimated for each cooking oil product are aligned to the historical marginsrecorded in 2017.

ForecastedHistoricalHistorical

Historical

33

1,445 1,495 1,545 1,598

1,652 1,708

619 641 662 685 708 732

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2017 2018 2019 2020 2021 2022

38% 38% 38% 38% 38% 38%

36% 36% 36% 36% 36% 36%

20%

22%

24%

26%

28%

30%

32%

34%

36%

38%

40%

2017 2018 2019 2020 2021 2022

1,647.6 1,691.2 1,736.1 1,782.1 1,829.3 1,877.8

2,085.3 2,140.6 2,197.3 2,255.6

2,315.4 2,376.8

-

500.0

1,000.0

1,500.0

2,000.0

2,500.0

2017 2018 2019 2020 2021 2022

Main Assumptions – Consumer Goods

Price (USD/MT) – Main Products Products Gross Margins (%) – Main Products

Volume (MT) – Main Products

Historical

▬ For the forecasted period, the annual growth rates of all cooking oil products have beenindexed to the real historical variation of private consumption in Bolivia (3.4%).

▬ With respect to the estimated prices for each product, in the forecasted period they havebeen indexed to the long-term inflation rate of the USA (2.65%).

▬ The gross margins estimated for each cooking oil product are aligned to the historical marginsrecorded in 2017.

Source: Information Provided by the Client and BCB Elaboration: KPMGSource: Information Provided by the Client and BCB Elaboration: KPMG

Source: Information Provided by the Client and BCB Elaboration: KPMG

Soybean Oil Sunflower Oil

Forecasted

Forecasted ForecastedHistorical

Historical

34

To determine the long-term discount rate of crushing and consumption businesses,

we use the WACC methodology as described below.

𝑾𝑨𝑪𝑪 = 𝑲𝒆 ∗𝑬

𝑫 + 𝑬+ 𝑲𝒅 ∗ 𝟏 − 𝑻 ∗

𝑫

𝑫 + 𝑬

Where:

Ke = Cost of equity

E = Equity value of comparable companies

Kd = Cost of debt

D = Value of debt of comparable companies

T= Corporate tax rate

(E/(E+D)) = Equity / (Equity + Debt)

(D/(E+D)) = Debt / (Equity + Debt).

The cost of equity uses the Capital Asset Pricing Model ("CAPM") methodology as

described:

𝑲𝒆 = 𝑹𝒇 + 𝜷 ∗ 𝑹𝒎 + 𝑹𝒇 + 𝑹𝒑 + 𝜶

Where:

𝑅𝑓 = Risk-free rate

(𝑅𝑚 - 𝑅𝑓) = It is the premium for market risk

ß = The beta factor is the measure of the systematic risk of a particular asset in

relation to the risk of the portfolio of all risky assets.

𝑅𝑝 = Country-specific risk factor.

= Business-specific risk factor - Size premium.

Discount Rate The Capital Asset Pricing Model methodology is used to determine an appropriate

cost of capital.

As a risk-free rate, the US 30-year bond rate of 2.84% was used.

The premium for market risk established by KPMG Global corresponds to 5.5%.

The country risk of Bolivia is 2.93% according to Capital IQ.

The Ibbotson size premiums range from 1.11% to 1.98%.

The effective tax rate equal to 25.00%.

To determine the beta, comparable companies obtained through Capital IQ were

used, thus obtaining an unlevered beta of 1.04.

An average cost of debt was used from a range of 8.13% and 8.34%, rates that

were obtained by estimating the cost of debt from the risk-free rate, the country risk

and the credit spread corresponding to the company were calculated based on the

Z-Altman Plus Score methodology and the RiskCalc platform of Moody's Analytics.

Conclusion

The WACC rates obtained for the crushing and consumption businesses are of

12.49% and 12.21% in dollars and in nominal terms, respectively.

35

Discount rate – Crushing and Consumer Goods

Risk-free rate

(𝑟𝑓)

2.84%

Premium for

market risk (𝑟𝑚 −𝑟𝑓)

5.50%

Beta of the

company (β)

1.25

Unleveraged

Beta

Debt / Equity 26.14%

1.04

Country risk( 𝑟𝑝 ) 2.93%

Ke range

Average Cost of

debt range

8.13%-

8.34%

Effective tax rateTax rate 25.00%

Kd range6.10% -

6.26%

WACC - USD 12.49%

Sources:

• Risk-free rate: Yield of

30 years - Treasury of

the United States -

Source: Treasury USA -

Spot Rate

• Premium for Market

Risk: Estimate made by

KPMG

• Debt / Equity: Average

Debt-Equity structure

among comparable

companies

• Country Risk: Credit

Default Swaps (CDS) -

Bolivia

• Premium by size:

Ibbotson

25.00%

13.73% -

14.60%

Size Premium

range (𝜶)

1.11%

-1.98%

WACC - USD 12.21%

Consumer goodsCrushing

36

Results

37

354,472

352,637

205,332

147,305

417,763

415,928

243,352

172,577

50,000 250,000 450,000 650,000 850,000

Equity Value - Proforma

Asset Value - Proforma

Consumption andDistribution

Crushing

ResultsFree Cash Flow for the Firm - USD M (Main Methodology)

( 4.37x )

( 8.21x )

( 5.13x )

( 9.73x )

A

B

BA( 6.01x ) ( 7.09x )

For a stand alone scenario and without synergies, the Asset Value, under the Free Cash Flow to the Firm methodology, ranges from USD 352,637 M to USD 415,928 M with a midpoint of USD 381,971 M sensitized with a discount rate that goes of 11.80% to 12.81% and a growth in perpetuity that goes of 2.45% to 2.85% (Long-term Inflation of the United States).

Likewise, the Equity Value ranges from USD 354,472 M to USD 417,763 M with an average point of USD 383,807 M.

C

AThe crushing value range goes from USD 147,305 M to USD 172,577 M with a midpoint of USD 159,032 M. The implied multiple range goes from 4.37x to 5.13x times the EBITDA.

B

C

The range of consumption and distribution value ranges from USD 205,332 M to USD 243,352 M with a mid point of USD 222,940 M. The implicit multiple range goes from 8.21xto 9.73x times the EBITDA.

It should be noted that for the estimation of the Equity Value a net cash level of USD 1,835 M * is assumed.

383,807

381,972

222,940

159,032

* According to the Client, the estimate of the net cash balance as of April 2018 is: USD 1,835 M.

38

Appendix

39

Appendix I – Consolidated Balance Sheet (I)

Cash and Cash Equivalents 106,337,853 40,438,070 124,122,925 128,205,129 90,621,908

Account Receivables 123,895,620 137,158,291 141,479,489 151,981,521 153,703,158

Account Receivable from Related Parties 86,679,361 107,962,525 110,234,023 114,836,098 118,025,601

Inventories 117,551,337 127,037,115 128,036,029 135,106,136 135,393,299

Prepaid Expenses 12,492,484 13,093,592 13,575,399 14,802,684 14,854,545

Income Tax Receivables 18,008,329 19,105,795 19,785,874 21,502,231 21,615,180

Total Current Assets 464,964,983 444,795,387 537,233,739 566,433,798 534,213,692

Permanent Inventories 17,355,376 17,355,376 17,355,376 17,355,376 17,355,376

Net Fixed Assets 100,160,040 95,776,603 93,746,687 97,051,325 100,544,903

Intangible Assets 2,010,478 2,010,478 2,010,478 2,010,478 2,010,478

Notes Receivables 368,816 368,816 368,816 368,816 368,816

Total Non-Current Assets 119,894,710 115,511,273 113,481,356 116,785,995 120,279,573

Total Assets 584,859,692 560,306,660 650,715,095 683,219,794 654,493,265

Account Payables 54,879,581 62,339,299 62,704,751 65,500,664 66,161,270

Account Payables from Related Parties 1,696,951 1,795,049 1,810,762 1,919,293 1,916,692

Notes Payables 49,937,245 26,653,016 107,328,409 77,377,366 44,219,289

Bonds Payables 49,087,860 39,284,483 29,869,389 38,357,113 25,635,803

Income Tax Payables 4,575,825 4,678,345 4,726,107 5,045,739 5,010,585

Total Current Liabilities 160,177,462 134,750,192 206,439,418 188,200,174 142,943,639

Notes Payables 4,081,164 2,231,090 7,167,017 5,326,946 3,293,843

Bonds Payables 81,744,454 65,419,201 49,740,545 63,874,882 42,690,489

Employee Benefits Payables and Others 7,276,108 7,276,108 7,276,108 7,276,108 7,276,108

Other Non-current Account Payables 982,322 982,322 982,322 982,322 982,322

Total Non-Current Liabilities 94,084,048 75,908,721 65,165,993 77,460,259 54,242,763

Total Liabilities 254,261,510 210,658,913 271,605,411 265,660,433 197,186,402

USD Jun-18 Jun-19 Jun-20 Jun-21 Jun-22

Balance Sheet

40

Appendix I – Consolidated Balance Sheet (II)

Equity 66,505,747 66,505,747 66,505,747 66,505,747 66,505,747

Adjustments to Equity 48,623,062 48,623,062 48,623,062 48,623,062 48,623,062

Adjustments to Global Equity 16,441,402 16,441,402 16,441,402 16,441,402 16,441,402

Revaluation Reserve 1,301,406 1,301,406 1,301,406 1,301,406 1,301,406

Legal Reserve 17,173,897 17,173,897 17,173,897 17,173,897 17,173,897

Adjustment to Legal Reserve 20,578,398 20,578,398 20,578,398 20,578,398 20,578,398

Retained Earnings 159,974,270 179,023,835 208,485,772 246,935,448 286,682,951

Total Equity 330,598,182 349,647,748 379,109,684 417,559,361 457,306,864

Total Liabilities and Equity 584,859,692 560,306,660 650,715,095 683,219,794 654,493,265

USD Jun-18 Jun-19 Jun-20 Jun-21 Jun-22

Balance Sheet

41

Appendix II – Income StatementUSD Jun-18 Jun-19 Jun-20 Jun-21 Jun-22

Statement of Comprehensive Income

Revenue 494,633,989 556,430,739 573,128,439 613,032,788 621,369,175

Cost of Good Sold (428,579,085) (479,864,714) (482,950,716) (505,946,110) (509,894,236)

Gross Profit 66,054,904 76,566,026 90,177,723 107,086,678 111,474,939

Operating Expenses (40,402,016) (43,295,011) (44,464,982) (44,810,733) (46,354,365)

Expenses (40,402,016) (43,295,011) (44,464,982) (44,810,733) (46,354,365)

Operating Profit 25,652,888 33,271,015 45,712,741 62,275,945 65,120,574

Investments (218,864) (302,438) (731,600) (1,255,255) (2,260,046)

Adjustments to Inflation 2,058,787 2,149,968 2,229,864 2,433,926 2,441,169

Other Expenses (3,052,531) (3,133,454) (3,216,522) (3,301,792) (3,389,322)

Financial Income and Financial Expenses (4,387,070) (7,561,985) (5,026,099) (8,397,750) (6,886,810)

Exchange Rate Difference - - - - -

Futures and Options (656,245) (802,884) (1,497,811) (2,361,687) (3,961,813)

Other Income 1,384,065 1,779,200 1,812,008 1,872,847 1,932,919

Earning Before Tax 20,781,030 25,399,420 39,282,582 51,266,235 52,996,671

Income Tax (5,195,257) (6,349,855) (9,820,646) (12,816,559) (13,249,168)

Net Income 15,585,772 19,049,565 29,461,937 38,449,676 39,747,503

42

Appendix II – Historical Pro-forma and Forecasted EBITDA

MM

US

D

Values presented from January to December

Values presented by the end of June of each year.

58.9

17.1

56.3

14.9

53.6 59.8 69.6 80.8 83.6

9.3%

3.2%

9.6%

3.1%

10.8% 10.7%

12.1%

13.2%13.5%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

-

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

90.0

2014 2015 2016 2017 2018 2019 2020 2021 2022

Pro-forma EBITDA EBITDA Margin (%)

43

368,200

366,365

203,522

162,843

449,614

447,779

248,749

199,030

50,000 250,000 450,000 650,000 850,000

Crushing

Consumption and Distribution

Pro-forma Asset Value

Pro-forma Equity Value

Comparable Companies – M USD (Comparable Approach)

For the stand alone scenario and without synergies, asset value, under the multiples approach, fluctuates from USD 366,365 M to USD 447,779 M with a midpoint of USD 407,072 M.

Likewise, the equity value fluctuates from USD 366,365 M to USD 447,779 M with a mid point of USD 408,907 M.

The Crushing value fluctuates from USD 162,843 M to USD 199,030 M with a midpoint of USD 180,936 M. The implicit multiples fluctuates from 4.84x to 5.91x times the EBITDA.

The Consumption and Distribution fluctuates from USD 203,522 M to USD 246,749 M witha middle point of USD 226,135 M. The implicit multiples fluctuates from 8.14x to 9.95xtimes the EBITDA.

For the estimation of the equity value a net debt level of USD 1,835 M* is assumed. It isimportant to mention that the multiples approach has been used as a contrast and is alignedwith the main approach of Free Cash Flow used by KPMG.

A

B

C

Appendix II – Results (Comparable Approach).

( 8.14x )

( 4.84x ) ( 5.91x )

( 9.95x )

( 6.24x ) ( 7.63x )

A

B

BA

C

180,936

226,135

407,072

408,907

* In accordance with the Client, the estimated net debt as of April of 2018 is USD 1,835 M.

44

Multiples from Comparable Companies – Mass Consumption

Appendix III – Comparable MultiplesMarket Approach – Comparable Multiples

EV/EBITDA Multiple

Multiples from Comparable Companies - Crushing

EV/EBITDA Multiple

* The multiples of comparable companies were adjusted to Bolivia´s country risk.

Source: Capital IQ Elaboration: KPMG

4.12x

5.95x

6.62x

4.91x

6.62x

4.12x

5.37x

5.39x

4.32x

6.42x

0.00x 2.00x 4.00x 6.00x 8.00x

Anglo-Eastern Plantations Plc

Sarawak Oil Palms Barhad

PT Astra Agro Lestari Tbk

PT FKS Multi Agro Tbk

Max.

Min.

Mean

Median

Percentile 25

Percentile 75

7.29x

8.41x

9.05x

13.92x

9.00x

9.97x

7.77x

13.92x

7.29x

9.04x

8.41x

7.77x

9.05x

0.00x 5.00x 10.00x 15.00x

Molinos Rio de la Plata S.A.

Grupo Bimbo, S.A.B. de C.V.

Gruma, S.A.B. de C.V.

Grupo Nutresa S.A.

Alicorp S.A.A

Grupo Herdez, S.A.B. de C.V.

Carozzi S.A.

Max.

Min.

Mean

Median

Percentile 25

Percentile 75

45

0.00x

2.00x

4.00x

6.00x

8.00x

10.00x

12.00x

14.00x

16.00x

18.00x

0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00%

Appendix III – Comparable Multiples (II)

Anglo-Eastern Plantations PlcEBITDA Margin: 29.92%EV/EBITDA: 4.12x

Sarawak Oil Palms BerhadEBITDA Margin: 8.71%EV/EBITDA: 5.85x

PT Astra Agro Lestari TbkEBITDA Margin: 29.09%EV/EBITDA: 6.62x

PT FKS Multi Agro TbkEBITDA Margin: 3.49%EV/EBITDA: 4.91x

Molinos Rio de la Plata S.A.EBITDA Margin: 5.35%EV/EBITDA: 7.29x

Grupo Bimbo, S.A.B. de C.V.EBITDA Margin: 12.01%EV/EBITDA: 8.41x

Gruma, S.A.B. de C.V.EBITDA Margin: 15.93%EV/EBITDA: 9.05x

Grupo Nutresa S. A.EBITDA Margin: 11.51%EV/EBITDA: 13.92x

Alicorp S.A.A.EBITDA Margin: 12.58%EV/EBITDA: 8.00x

Grupo Herdez, S.A.B. de C.V.EBITDA Margin: 16.06%EV/EBITDA: 8.87x

Carozzi S.A.EBITDA Margin: 13.05%EV/EBITDA: 7.77x

Pro-forma EBITDA Margin (2018-2022): 12.07%EV/EBITDA: 6.51x

Percentile 25: 8.7% Percentile 75: 16.1%

EBITDA Margin (%)

EV

/EB

ITD

A M

ultip

le


46

Appendix IV – Comparable CompaniesCompanies Country Description

PT FKS Multi Agro TbkTogether with its subsidiaries, it manufactures, distributes, and markets food and condiments in Indonesia. The company offers foods such as oils, rice, soybeans, corn, wheat grains, oilseed products, etc. The company was founded in 1994 and is headquartered in the south of Jakarta, Indonesia. PT FKS Multi Agro Tbk is a subsidiary of PT Era Investama Cemerlang.

PT Astra Agro Lestari TbkPT Astra Agro Lestari Tbk, together with its subsidiaries, operates in the palm oil business in Indonesia. The company offers crude palm oil and its derivatives, palm kernel and its derivatives, and other products. It manages a total area of 290,961 hectares of palm plantation. The company was founded in 1988 and its headquarters are located in Jakarta, Indonesia. PT Astra Agro Lestari Tbk is a subsidiary of PT Astra International Tbk.

Sarawak Oil Palms BerhadSarawak Oil Palms Berhad, together with its subsidiaries, grow palm oil and operates palm oil mills in Malaysia and Singapore. The company offers products for planting, such as fresh fruit bouquets, products for mills, such as crude palm oil and palm kernel. It has a total planting area of 87,744 hectares. Sarawak Oil Palms Berhad was founded in 1968 and is headquartered in Miri, Malaysia.

Anglo-Eastern PlantationsAnglo-Eastern Plantations Plc owns, operates and develops plantations for agriculture in Indonesia and Malaysia. It produces mainly crude oil of palm and rubber. The company was founded in 1985 and its headquarters are located in London, England. Anglo-Eastern Plantations Plc is a subsidiary of Genton International Limited.

Carozzi S.A.Carozzi S.A., together with its subsidiaries, Empresas Carozzi S.A., operate in the food industry in Chile, Peru and internationally. It offers flours, rice, cookies and snacks, chocolates, among others. Carozzi S.A. It was founded in 1898 and its headquarters are located in Santiago, Chile. Carozzi S.A. is a subsidiary of Principadode Asturias, S.A.

Grupo Herdez, S.A.B de C.V.It operates in the processed foods segment in Mexico and the United States. It offers burritos, canned vegetables, guacamole, ice cream, organic food, tea, among others. The company operates through 22 distribution channels and approximately 475 Nutrisa stores. Grupo Herdez, S.A.B. of C.V. was founded in 1914 and its headquarters is located in Mexico City, Mexico. Grupo Herdez, S.A.B. of C.V. is a subsidiary of Hechos Con Amor S.A. of C.V.

Alicorp S.A.A.Alicorp S.A.A. offers consumer products and B2B products in Peru and internationally. The company offers oils, condiments, sweets, cereals, chocolates, pasta, industrial and cooking flour, soaps, margarines, desserts and animal feed. Alicorp was founded in 1956 and its headquarters are located in Callao, Peru.

Grupo Nutresa S.A.Grupo Nutresa S.A. operates mainly in the food industry in Colombia and Latin America. It operates in the segments of snacks, chocolates, coffee, retail products, ice cream and pasta. The company was previously known as Grupo Nacional de Chocolates S.A. and changed its name to Grupo Nutresa S.A. in 2011. Grupo NutresaS.A. was founded in 1920 and its headquarters are located in Medellín, Colombia.

Gruma, S.A.B. de C.V.Gruma S.A.B. de C.V., together with its subsidiaries, produces and sells corn flour, tortilla and other related products. Its products are sold using the following brands: MASECA, TORTIMASA, MASARICA, among others. It operates in Mexico, the United States, Central America, Europe, Asia and Oceania. Gruma S.A.B. of C.V. was founded in 1949 and its headquarters is in San Pedro Garza García, Mexico.

Grupo Bimbo, S.A.B. de C.V. Grupo Bimbo, S.A.B. de C.V., together with its subsidiaries, produces, distributes and commercializes pastry products and processed foods. Its produces include bread, pita bread, cookies, snacks, cakes, muffins, toasts, tortillas, among others. The company operates in Mexico, the United States, Canada, Central America, South America, Spain, among others. Grupo Bimbo, S.A.B. of C.V. was founded in 1945 and its headquarters are located in Mexico City, Mexico.

Molinos Rio de la Plata S.A.

Molinos Rio de la Plata S.A., together with its subsidiaries, operates in the food sector in Argentina and internationally. The company industrializes and markets food products such as oils, pasta, mate, flour, rice, snacks, among others. The company sells its products through the brand Lucchetti, Matarazzo, Granja del Sol, Gallo, Gallo Snacks, among others. Molinos Rio de la plata S.A. was founded in 1902 and its headquarters are located in Buenos Aires, Argentina. Molinos Rio de la Plata S.A. it is a subsidiary of PCF S.A.

Crushing Consumer goods


47

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