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Vigor Alimentos S.A.
    November, 2012
1
Disclaimer

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




                                        2
Introduction




Competitive advantages




 Closing remarks




  Appendix




                   3
Vigor: 94 years of growth in the Brazilian food market

                               Vigor Today                               Main Brands

                                Consumer sector




                                Foodservice sector




                                                     Employees              3,427
                                  Net revenues – 9M12                R$ 978.7 MM / +8%1
                                     Gross Profit – 9M12             R$ 281.4 MM / +25%1
                                            EBITDA – 9M12            R$ 53.1 MM / +109%1
                               EBITDA Margin – 9M12                    5.4% / +2.6 p.p.

Note: 1. Growth compared to same period last year.               4
Vigor: 94 years of growth in the Brazilian food market

          1917
     operations start
                                                                                                                  Delisting of Vigor
             1982
    Vigor reaches installed                               1995                                             Combination of the activities of
    capacity of 1.0 million                     acquisition of Refino de                                       JBS and Bertin, and
liters/day and acquires Leco                          Óleos Brasil                                            consequently of Vigor




                                                                                                                           2009
             1917 a 1982




                                                                 1990 a 1995




                                                                                                                                                                            Future
                                  1984 a 1986


                                                   1917 a 1982




                                                                                                                                                      2012
                                                                                          2007




                                                                                                                    2012




                                  1984                                                                                                 Corporate restructuring in which
                                                                                 Bertin S/A acquires                                   Fábrica de Produtos Alimentícios
                           Vigor and Leco IPO                                     control of Vigor                                     Vigor becomes a full subsidiary of
                                                                                                                                              Vigor Alimentos S.A.
                                                                               Acquisition of Serrabella

                                                                                                                       5                       Relisting of Vigor
Vigor: strengths and competitive advantages



     Resilient market with strong growth potential



     Diversified portfolio with high value-added products




     Brands with excellent reputation and high expansion potential




     Approximately 50% of total distribution through independent retailers



     Experienced and independent management team, with solid corporate governance
     standards




                                         6
Dairy categories have shown expressive and consistent growth rates...



                      Sales growth – 2011

                                                                                                         Dairy in Brazil – 2011
       Total consumer1                              3.8%

       Alcoholic beverages                        3.6%

   Non-alcoholic beverages                                     5.8%                                                      12.0%

                                                                                                           9.1%
               Healthcare                    2.7%

               Housecare                               4.4%

           Grocery - sweet                      3.2%

      Grocery - non-sweet             1.6%
                                                                                                           Dairy         Cheese
     Perishable goods                                                     7.7%




Source: Nielsen
1Base: 134 product categories – Brazil – 2010-11, in value

 Dairy = yogurt, fermented milk, desserts and petit suisse | Cheese = “requeijão” cheese spread, cream
cheese, “minas” cheese and portioned cheese                                               7
...propelled by rising social classes and increasing disposable income


                                 2005                                                                                                           2011


     Average                                                                                                                                                  Average
     monthly income                                                                                                                                    monthly income
      R$2,484                                           AB - 15%        ~16 million have ascended to                 AB - 22%                                 R$2,907
                                                                              the A / B classes
                                                                                                                                                               +17%

      R$1,107                                           C - 34%
                                                                        ~40 million have ascended to                C - 54%                                   R$1,450
                                                                                  the C class
                                                                                                                                                               +31%


       R$545                                             DE - 51%
                                                                                                                                                               R$792
                                                                                                                    DE - 24%                                   +45%

                   Population Distribution (%)




                                                                                       8
Source: “O Observador 2012” Report – Cetelem / Ipsos – Social-economic segmentation according to Abep (Brazilian Association of Research Institutes)
Introduction




Competitive advantages




 Closing remarks




  Appendix




                   9
Vigor’s growth rates have systematically outperformed the market...



                               Market growth                                                                                      Vigor growth



                                               2010                   2011                                                               2010             2011

               Cheese and                              13%                                                Cheese and                                              32%
               dairy basket                                                                               dairy basket
                                                 9%                                                                                                 18%


                                                                                                                                                                        37%
                                                                          26%                                Cheese
                  Cheese
                                                      12%                                                                                                 25%



                                                  10%                                                                                                           29%
                   Dairy                                                                                      Dairy
                                                 9%                                                                                           14%




Source: Nielsen – LTM Jan 2012 | Brazil
Note: percentual variation in value
                                                                                       10
Dairy = yogurt, fermented milk, desserts and petit suisse | Cheese = “requeijão” cheese spread, cream cheese, “minas” cheese and portioned cheese
...resulting in a consistent market share expansion


                                                                                   Market Share - dairy1
                  Market Share of Vigor’s product portfolio1

                                                                                                 5.7%       5.3%
                                                                                       5.5%
                                                       7.7%                4.7%
                                                              7.3%

                                      7.1%

                                                                           2009        2010      2011       YTD12
                      6.1%


                                                                                   Market Share - cheese1


                                                                                                15.2%       14.9%
                                                                                       13.6%
                                                                           12.6%




                                                                           2009        2010      2011       YTD12
                      2009            2010             2011   YTD12




Source: Nielsen – December-January 2012 LTM | Brazil
1Value market share                                                   11
Our product categories...


                      Dairy1                                             Spreads2
                            Higher margins
                            (%)                                                  High household
                                                                                 penetration level
                            Leading brands                                                           Net Revenue – 9M12
                            in categories                                        Helps diversify
                                                                                 the cost matrix
                            Focus in
                            innovation and                                       Possible to add
                            product                                              “brand” equity
                            launching



                  UHT Milk3                                              Others4



                           Low volume
                                                                                 Juices, sauces,
                           Specific channels                                     chocolate milk
                                                                                 and others
                                                                                                            Total: R$ 978.7 million
                           Margin under
                           strict discipline




Note: 1. Dairy (yogurt, fermented milk, desserts and petit suisse, “requeijão” cheese spread,
parmesan, special cheese, “minas” cheese, cream cheese, fondue and creams) / 2. Spreads
(margarines, blend, butter, fats and mayonnaise) / 3. Milk: UHT milk and pasteurized / 4. Others
(pastas, sauces, juices, chocolate milk and others).                                     12
...underpinned by our brands and market segments


                                     Reference brands on the Consumer segment, and leadership in Food Service



                                                        Consumer                                                 Food Service




                                                                                               B/C
                      A/B/C                 A/B              A/B              A/B
Segmentation                                                                              Regional Brand       Business to Business
                   National Brand      National Brand   National Brand   National Brand




                                                                                            UHT milk
                   Yogurt / Cheese       Cheese /         Parmesan                                         Non-sweet     Pastry and basic
Main products                                                            Special cheese      Butter
                       spread            Dessert           cheese                                           products       ingredients
                                                                                          Chocolate milk




                                                                13
Consolidated position in key categories

                      1 liter yogurts – market share1,2                                     Natural yogurts – market share1,3

                              Brazil                 Metropolitan area of São Paulo
                                                                                                  Brazil               Metropolitan area of São Paulo

                                             2
                                                                              1                                    3
                                   7%                              29%
                                                                                                                                               1
                                                                                                         15%                   25%




                     Total market R$ 651 mm                                                 Total market R$ 322 mm


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

                                                                                                Brazil
                                  Brazil              Metropolitan area of São Paulo
                                                                                                                          Reference brand in
                                                 1
                                                                                                               1           parmesan cheese
                                                                                  1
                                       15%                          24%
                                                                                                                            (unaudited category)



                     Total market R$ 905 mm

Source Nielsen - YTD12
1.Based on total revenues:
2. Regular family liquid yogurt,not including functional yogurts
3. Natural yogurt, not including functional yogurts
4. “Requeijão” cheese spreads                                                          14
Strong presence in Brazil’s most important regions leverages
                            Vigor for further expansion…


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


                                                                                                                 37%

                                                                  Market CAGR 09-11
                       Market              Vigor
                                                                                                                                           30%



                                                                                                                                    8.3%
                                                                                                                                                       13.4%
                     7.5%                       14.0%                                                   14.0%
                                                                                                                                    18%
                                                                                                       17%                                             16%
                  15%                          16%                           8.7%
                                                                                                                                                                        14.3%
                                                                           11%
                                                                                     10%                                                                           9%
                                                                                                                                                                        7%      6%
                              4%                          4%



                     Northeast           ES + MG + Countryside of      Metropolitan area of RJ     Metropolitan area of SP Countryside + Coast of SP       South         Mid-west
                                                   RJ




Source: Nielsen – YTD 12 | Brazil
Considered categories: yogurt, fermented milk, dessert, petit suisse, “requeijão” cheese spread, cream cheeses and “minas” cheese


                                                                                                        15
…increasing distribution through independent channels




                                                              ......................................................
                                                                                                                       Independent retailers and food service
Gross revenues by distribution channel – 9M12
                                                                                                                       •   Independent retailers are the fastest growing distribution
                                                                                                                           channel in Brazil
                                            47% of sales to
                        Others;
                                             independent                                                               •   Vigor currently has c. 20,000 retail clients
                         2%
    Food                                       retailers
   Service;                                                                                                            •   Significant opportunities in the food service segment, which
    24%                                                                                                                    currently shows low market penetration and high growth rates




         Wholesale/
         Distributor
            17%




                   KA; 11%
                  Total: R$ 978.7 billion




                                                                           16
Operational excellence by adding value to the production chain

                                                                                                                         . . . . . . Milk collection centers




                                                    ............................................................... ..
                                                                                                                                                  Four milk collection centers
                                                                                                                                                  1,280 producers
                                                                               4                                                                  Approximately 18 million liters collected every month
                                                                                                                                                  Diversified supplier base




                                                                                                                                      ......
                                                                                                                                Production units
                                                                                                                                                  Approximately 3,300 employees
                                                                                                                                                  Seven plants with and installed capacity of over
                                                                               7                                                                  47,000 tons per month
                                                                                                                                                  Solid expansion capacity




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




                                                                                                                                      ......
                                                                                                                                                  Strategic positioning
Milk collection centers
Distribution centes                                                                                                             Point-of-sale presence
Dairy production unit
                                                                                                                                                   Over 20,000 active clients
Oils production unit
                                                                                                                                                   Sales channel and consumer profile diversification
Mixed production unit                               20k
                                                                                                                                                   Spread distribution in retail


                                                  17
Strong financial performance



                    Net revenues                                      Gross profit and gross margin
                                               (R$ million)                                (R$ million, unless otherwise stated)




                                                                           33.2%
                                                                                   25.4%
                    1,229.5                                        34.8%
                                                                                                               28.7%
                                                                           342.8
          1,032.4                                                                  311.9           24.8%
                                           978.7                   301.4                                       281.4
                                   910.2
 866.0
                                                                                                    226.0




 2009      2010      2011          9M11    9M12                    2009    2010    2011              9M11      9M12



W/O UHT Milk




                                                              18
Strong financial performance (Cont’d)



        EBITDA and EBITDA margin                                            Net income and net margin
                        (R$ million, unless otherwise stated)                               (R$ million, unless otherwise stated)




        11.4%
                                                                             5.5%

        118.2                                                        6.0%

10.3%                                                                        57.2
                                                                     52.1

89.3

                                            5.4%                                                               2.4%

                3.6%
                                             53.1                                                               24.0
                                2.8%
                44.2
                                                                                                  -2.7%
                                                                                    -0.6%
                                25.4
                                                                                    (7.6)          (24.3)




2009     2010   2011            9M11        9M12                     2009    2010   2011            9M11       9M12




                                                                19
Cash Generation and Leverage

               Cash Flow from Operations1 supported Capex
                                                                                                          Net Debt (09/30/2012) – R$ million
                          Cash Flow Q3’12 – R$ million
                                                                                                                      103,1
                                                                                                                                        39,8
                                                     115,0             238,7
                                                                                                                                                   Short-term:
                                                                                                                                        95,2
                                                                                                      31,9                                            70%


                       24,9             9,9                                                        Net Debt           Cash           Gross Debt
       211,9

                                                                                                        Gross Debt Breakdown – R$ thousand

                                                                                                      Line         Avg Rate        Due Date       Balance
                                                                               103,1
                                                                                             Working Capital     CDI + 2,5% a.a.   10/24/13       50,171

                                                                                             EGF                    5,5% a.a.      05/03/13       40,222

                                                                                             Working Capital     CDI+2,4% a.a      03/26/13       25,012

                                                                                             BNDES Automatic       11,4% a.a.      11/16/12       16,833
                                                                                             FCO                   10,0% a.a.      05/02/14        1,450
    Begining Cash from               Capex        New Debt          Debt       Ending
     Cash    Operations                                           Payment       Cash         Finame                 7,0% a.a.      11/08/16        1,259
                                                                                                      Total                                       134,947




1.Includes interests from Refis (tax installments) of R$ 3.8 million                    20
What we have done, and our next steps

                             Initiatives already implemented                                 Actions taken                Next Steps
Strengthening of key brands
   •   Innovation and new product launching                                           •   Greek yogurt              • Launching of
   •   New media campaign                                                             •   Campaign “recall” SP/RJ     “funcionais” yogurts
   •   New marketing communication aligned with new product positioning and pricing   •   Increase in avg. price    • Constant innovation in
   •   Phase out of non-core produtcts                                                •   Phase-out fresh pasta       our portfolio


Growth of distribution network

   • Review of our go-to-market model                                                 • Beginning October 2012
                                                                                                                    • Continue expanding
                                                                                                                      geographic reach to
                                                                                      • New management of             other regions
   • Merchandising with dedicated team
                                                                                        trade marketing team


Excellence in Management and Corporate Governance

   • Meritocracy in management, with systematic KPI’s tracking                        • Hiring of experienced
   • Majority of Board of Directors members are independent                                                         • Keep investing in our
                                                                                        managers                      people’s development
   • People and Finance, Risks and Auditing committees                                • Board oversight


State of art in Production processes
   • Product-specific plants                                                          • Capex of R$ 38.0 million    • Quality Certification
   • Capex in high potential growth categories                                          in product line expansion     guaranteed in every
                                                                                      • Pay-for-quality program       factory
   • Milk producers loyalty program
                                                                                        for milk producers          • Higher productivity



                                                                               21
Our Vision

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

                                      • Development of innovation according to seasonal waves
 Categories and Segments              • Further development of Food Service segment



                                      • Improve our presence in markets close to core market (SP)
  Geographic expansion
                                      • Lower the company’s dependence of São Paulo market




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




     EBITDA Margin                    • Continuously increase in margins to surpass historic levels



                                      • Increase stock liquidity
    Capital Structure                 • Reduction of cost of capital
                                      • Return on Invested Capital to shareholders Policy



                                         22
Introduction




Competitive advantages




 Closing remarks




  Appendix




                   23
Closing remarks



Resilient market with robust growth potential



Diversified portfolio with high value-added products



Brands with excellent reputation and high expansion potential



Aproximately 50% of total distribution through independent retailers



Experienced and independent management team, with solid corporate governance standards



                                            24
Thank you!


             Contact Information:

               ri@vigor.com.br

               55.11.2799.5807




                   25
Introduction




Competitive advantages




 Closing remarks




  Appendix




                   26
Experienced Managers

                                                                                                 Maurício Hasson                                               Anne Napoli
                          Gilberto Xandó – CEO
                                                                                                    CFO and IRO                                           Marketing Director
Gilberto Xandó holds a Bachelor degree in Business              Maurício holds a bachelor degree in mechanic and
Administration from Fundação Getúlio Vargas, a Masters
                                                                                                                             Anne has graduated from the European Business Program
                                                                production engineering by PUC-RJ and holds a MBA degree      and Insead and has 18 years of experience in the
Degree in Retail from USP/FEA and is specialized in Business    by The University of Chicago Booth School of Business. He
Management PGA from Fundação Dom Cabral/INSEAD, in                                                                           consumer sector. Involved in marketing strategy,
                                                                has over 13 years of experience in Investment Banking and    innovation projects, communication planning and
France. He has large multidisciplinary experience and has       Corporate Finance, having worked for the past seven years
worked in the areas of Finance, Controlling, Trade                                                                           regional coordination, Anne has worked for seven years
                                                                at Rothschild and Bear Sterns in the advisory of important   at Unilever and six at Danone, becoming Marketing
Marketing, Marketing, Commercial (Brazil and other              M&A transactions. He became the CFO of Vigor in April
countries) and Business Unit Management at Natura, Sadia                                                                     Director of Vigor in December 2011.
                                                                2012.
S.A. and Coopers & Lybrand. In July 2011 he became CEO of
Vigor.




                                         Luiz Gennari                                    Gustavo Theodozio                                                     Paulo Botelho
                                        Sales Director                                Administrative Director                                              Industrial Director
                                                                Gustavo holds a Bachelor degree in Business
Luiz Henrique holds a Statistics degree from UFSCar, and a      Administration by PUC-PE and a MBA in Business
                                                                Management by FGV-PE and Accountancy and Controlling         Paulo has been working at Vigor for over 29 years. He
masters degree in Marketing from ESPM, and has over 19
                                                                by UF/PE. Gustavo has worked in companies such as            started as an intern and has acted as maintenance superior,
years of experience in the consumer sector, involved in
                                                                Bompreço S/A Supermercado do NE, Grupo JCPM and              maintenance manager and industrial manager, becoming
market research, trade marketing and sales. Luiz has worked
                                                                Sistema do Jornal do Comércio de Comunicação. In 2010        industrial director in June 2011.
for 15 years at Sadia, and for 4 years at Cia J.Macedo.
                                                                and 2011 he worked as the CFO for JBS’ leather division
Last year, Luiz was appointed, at BRF’s Dairy products          and he is currently the Comptroller and Administrative
division “Batavo”, Sales Director (Brazil), becoming Sales      Director of Vigor.
Director of Vigor in June 2012.




                              Darlan Carvalho
                       Diretor de Supply chain
  Darlan holds a bachelor degree in Accountancy and a
  graduate degree in Administration. He also holds a MBA
  degree in Business Management and has worked for 29
  years at Sadia, in the supply chain and logistics areas,
  being responsible for the whole logistics structuring of BR
  Foods. He became Supply Chain Director of Vigor in
  September 2011.
                                                                                       27
Board of Directors composed by members with notorious reputation

                                                  Wesley Batista                                                  Joesley Batista                                                  Vicente Falconi Campo
                                                      Chairman                                               Member elected by FB                                                   Independent member
Mr. Wesley Batista became CEO of JBS’ global operations in             Mr. Joesley Batista is the current Chairman of JBS, elected on          Mr. Vicente Falconi Campos is a Board member of Ambev and
Feb/2011. Prior to that, he was the president and CEO of JBS USA       January 2nd, 2007. He was also the CEO of JBS SA between 2006           member of tbe Institutional Board of Managerial Development at
after Swift & Company’s acquisition in 2007. Under his                 and 2011, a period in which revenues have grown by 1,200%, and          INDG, as well as an Emeritus professor at the Federal University
management, JBS USA more than doubled its revenues in 4 years,         the Company has made different transformational acquisitions in         of Minas Gerais. Mr. Campos has been a Board member of Sadia
                                                                                                                                               and Unibanco and has received awards from different public
acquiring Smithfield Beef, JBS Five Rivers Feedlot, a majority stake   North America and Australia, in addition to going public in 2007. Mr.   organizations, both from the Executive and Legislative branches,
in Pilgrim’s Pride, as well as expanding its Australian operations     Joesley Batista has been working at the JBS Group since 1988.           and business associations, as well as having published six books
acquired along with Swift. During the previous fifteen years, Mr.                                                                              on Business Administration. Bachelor in Mining and Metallurgy
Batista acted as Chief Operating Officer (COO) of JBS’ beef                                                                                    Engineering from the Federal University of Minas Gerais, as well
operations in Brazil and Argentina.                                                                                                            as a M.Sc. and Ph.D. from the Colorado School of Mines (EUA).




                                   Betânia Tanure de Barro                                                      Evandro Guimarães                                                      Cristiana Arcangeli
                                     Independent member                                                       Independent member                                                    Independent member
Professor at PUC MG, PhD from the Brunel University (England),           Mr. Evandro holds a Bachelor degree in Business Administration         Mrs. Cristiana Arcangeli has graduated in Dentistry with
Post-graduate in Management Consulting by Henley                         from Fundação Getúlio Vargas in Rio de Janeiro in 1970. He             specialization in Endodontics and has been working in the
Management College (England), specialized in management by               started his career at Ciba Geigy as Product Manager, then              cosmetics segment for over 25 years, in which she has created
INSEAD, psychologist by PUC – MG. Works as a BTA-certified               moved to Bicicletas Caloi S.A. as a Marketing Manager. He then         brands such as Phytoervas, Éh Cosméticos and Beauty’in. Mrs.
technical consultant, and professor at national and international        moved to São Paulo in 1980 in the Sales Division of TV Globo
companies such as: ArcelorMittal, Banco Santander, Banco                 and in 1984 was promoted to National Sales Director. From 1989         Arcangeli has received different awards for her influence in the
Central do Brasil, Banco Itaú, Brasilprev, Embraer, Gerdau,              till 1997, he headed Globo’s Center of Affiliates and Expansion        cosmetics and fragrances segment and for her entrepreneurial
Kimberly-Clark, IBM, Natura, RBS, Sadia, Samarco, TAP, Usiminas,         and was nominated as Institutional Relations Vice-President at         actions, as well as being the first female member of the
Vale, Via Retail and Weg. Board Member at RBS and GOL Linhas             Organizações Globo, directly interacting with the Executive,           Brazilian Marketing Academy, a volunteer at Endeavor,
Aéreas                                                                   Legislative and Judicial branches until the end of 2011.




                             Luiz Antonio Rodrigues Elias                                           Marício Tiomno Tolmasquim
                                   Independent member                                                     Independent member
Mr. Luiz Antonio Rodrigues Elias is an Economist and Head                Mr. Mauricio Tiomno Tolmasquim was Executive-Secretary of
Researcher at INPI (National Institute for Intellectual Property).       the Ministry of Mining and Energy, Board Member at Itaipu
Since 2007 is Executive Secretary of the Ministry of Science,            Binacional and Furnas Centrais Elétricas (Hydro Powerhouses),
Technology and Innovation. Before that, was Secretary of                 coordinator of the technical group responsible for formulation
                                                                         and implementation of a wide reform of the electric energy
Technological Development and Innovation from the same                   sector regulation. Mr. Tolmasquim was honored from Itamaraty
Minitry (2006), Director of Federal Railroad and Co-Secretary of         with the Great Officer from Rio Branco Order. He is also author,
the Social Development Division of Rio de Janeiro Municipality.          co-author, and organizer of over 20 books and more than 100
                                                                         technical articles.


                                                                                                   28

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Institutional presentation annual meeting

  • 1. Vigor Alimentos S.A. November, 2012 1
  • 2. Disclaimer This presentation contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of Vigor Alimentos. These are merely projections and, as such, are based exclusively on the expectations of Vigor’s management concerning the future of the business and its continued access to capital to fund the Company’s business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors and risks disclosed in Vigor’s filed disclosure documents and are, therefore, subject to change without prior notice. 2
  • 4. Vigor: 94 years of growth in the Brazilian food market Vigor Today Main Brands Consumer sector Foodservice sector Employees 3,427 Net revenues – 9M12 R$ 978.7 MM / +8%1 Gross Profit – 9M12 R$ 281.4 MM / +25%1 EBITDA – 9M12 R$ 53.1 MM / +109%1 EBITDA Margin – 9M12 5.4% / +2.6 p.p. Note: 1. Growth compared to same period last year. 4
  • 5. Vigor: 94 years of growth in the Brazilian food market 1917 operations start Delisting of Vigor 1982 Vigor reaches installed 1995 Combination of the activities of capacity of 1.0 million acquisition of Refino de JBS and Bertin, and liters/day and acquires Leco Óleos Brasil consequently of Vigor 2009 1917 a 1982 1990 a 1995 Future 1984 a 1986 1917 a 1982 2012 2007 2012 1984 Corporate restructuring in which Bertin S/A acquires Fábrica de Produtos Alimentícios Vigor and Leco IPO control of Vigor Vigor becomes a full subsidiary of Vigor Alimentos S.A. Acquisition of Serrabella 5 Relisting of Vigor
  • 6. Vigor: strengths and competitive advantages Resilient market with strong growth potential Diversified portfolio with high value-added products Brands with excellent reputation and high expansion potential Approximately 50% of total distribution through independent retailers Experienced and independent management team, with solid corporate governance standards 6
  • 7. Dairy categories have shown expressive and consistent growth rates... Sales growth – 2011 Dairy in Brazil – 2011 Total consumer1 3.8% Alcoholic beverages 3.6% Non-alcoholic beverages 5.8% 12.0% 9.1% Healthcare 2.7% Housecare 4.4% Grocery - sweet 3.2% Grocery - non-sweet 1.6% Dairy Cheese Perishable goods 7.7% Source: Nielsen 1Base: 134 product categories – Brazil – 2010-11, in value Dairy = yogurt, fermented milk, desserts and petit suisse | Cheese = “requeijão” cheese spread, cream cheese, “minas” cheese and portioned cheese 7
  • 8. ...propelled by rising social classes and increasing disposable income 2005 2011 Average Average monthly income monthly income R$2,484 AB - 15% ~16 million have ascended to AB - 22% R$2,907 the A / B classes +17% R$1,107 C - 34% ~40 million have ascended to C - 54% R$1,450 the C class +31% R$545 DE - 51% R$792 DE - 24% +45% Population Distribution (%) 8 Source: “O Observador 2012” Report – Cetelem / Ipsos – Social-economic segmentation according to Abep (Brazilian Association of Research Institutes)
  • 10. Vigor’s growth rates have systematically outperformed the market... Market growth Vigor growth 2010 2011 2010 2011 Cheese and 13% Cheese and 32% dairy basket dairy basket 9% 18% 37% 26% Cheese Cheese 12% 25% 10% 29% Dairy Dairy 9% 14% Source: Nielsen – LTM Jan 2012 | Brazil Note: percentual variation in value 10 Dairy = yogurt, fermented milk, desserts and petit suisse | Cheese = “requeijão” cheese spread, cream cheese, “minas” cheese and portioned cheese
  • 11. ...resulting in a consistent market share expansion Market Share - dairy1 Market Share of Vigor’s product portfolio1 5.7% 5.3% 5.5% 7.7% 4.7% 7.3% 7.1% 2009 2010 2011 YTD12 6.1% Market Share - cheese1 15.2% 14.9% 13.6% 12.6% 2009 2010 2011 YTD12 2009 2010 2011 YTD12 Source: Nielsen – December-January 2012 LTM | Brazil 1Value market share 11
  • 12. Our product categories... Dairy1 Spreads2 Higher margins (%) High household penetration level Leading brands Net Revenue – 9M12 in categories Helps diversify the cost matrix Focus in innovation and Possible to add product “brand” equity launching UHT Milk3 Others4 Low volume Juices, sauces, Specific channels chocolate milk and others Total: R$ 978.7 million Margin under strict discipline Note: 1. Dairy (yogurt, fermented milk, desserts and petit suisse, “requeijão” cheese spread, parmesan, special cheese, “minas” cheese, cream cheese, fondue and creams) / 2. Spreads (margarines, blend, butter, fats and mayonnaise) / 3. Milk: UHT milk and pasteurized / 4. Others (pastas, sauces, juices, chocolate milk and others). 12
  • 13. ...underpinned by our brands and market segments Reference brands on the Consumer segment, and leadership in Food Service Consumer Food Service B/C A/B/C A/B A/B A/B Segmentation Regional Brand Business to Business National Brand National Brand National Brand National Brand UHT milk Yogurt / Cheese Cheese / Parmesan Non-sweet Pastry and basic Main products Special cheese Butter spread Dessert cheese products ingredients Chocolate milk 13
  • 14. Consolidated position in key categories 1 liter yogurts – market share1,2 Natural yogurts – market share1,3 Brazil Metropolitan area of São Paulo Brazil Metropolitan area of São Paulo 2 1 3 7% 29% 1 15% 25% Total market R$ 651 mm Total market R$ 322 mm “Requeijão” cheese spreads – market share1,4 Parmesan cheese Brazil Brazil Metropolitan area of São Paulo Reference brand in 1 1 parmesan cheese 1 15% 24% (unaudited category) Total market R$ 905 mm Source Nielsen - YTD12 1.Based on total revenues: 2. Regular family liquid yogurt,not including functional yogurts 3. Natural yogurt, not including functional yogurts 4. “Requeijão” cheese spreads 14
  • 15. Strong presence in Brazil’s most important regions leverages Vigor for further expansion… Importance of the macro regions to the market and to Vigor – in value 37% Market CAGR 09-11 Market Vigor 30% 8.3% 13.4% 7.5% 14.0% 14.0% 18% 17% 16% 15% 16% 8.7% 14.3% 11% 10% 9% 7% 6% 4% 4% Northeast ES + MG + Countryside of Metropolitan area of RJ Metropolitan area of SP Countryside + Coast of SP South Mid-west RJ Source: Nielsen – YTD 12 | Brazil Considered categories: yogurt, fermented milk, dessert, petit suisse, “requeijão” cheese spread, cream cheeses and “minas” cheese 15
  • 16. …increasing distribution through independent channels ...................................................... Independent retailers and food service Gross revenues by distribution channel – 9M12 • Independent retailers are the fastest growing distribution channel in Brazil 47% of sales to Others; independent • Vigor currently has c. 20,000 retail clients 2% Food retailers Service; • Significant opportunities in the food service segment, which 24% currently shows low market penetration and high growth rates Wholesale/ Distributor 17% KA; 11% Total: R$ 978.7 billion 16
  • 17. Operational excellence by adding value to the production chain . . . . . . Milk collection centers ............................................................... .. Four milk collection centers 1,280 producers 4 Approximately 18 million liters collected every month Diversified supplier base ...... Production units Approximately 3,300 employees Seven plants with and installed capacity of over 7 47,000 tons per month Solid expansion capacity ...... ........................ Distribution centers Seven distribution centers Distribution centers positioned close to large 7 consumer markets 14 TSPs ...... Strategic positioning Milk collection centers Distribution centes Point-of-sale presence Dairy production unit Over 20,000 active clients Oils production unit Sales channel and consumer profile diversification Mixed production unit 20k Spread distribution in retail 17
  • 18. Strong financial performance Net revenues Gross profit and gross margin (R$ million) (R$ million, unless otherwise stated) 33.2% 25.4% 1,229.5 34.8% 28.7% 342.8 1,032.4 311.9 24.8% 978.7 301.4 281.4 910.2 866.0 226.0 2009 2010 2011 9M11 9M12 2009 2010 2011 9M11 9M12 W/O UHT Milk 18
  • 19. Strong financial performance (Cont’d) EBITDA and EBITDA margin Net income and net margin (R$ million, unless otherwise stated) (R$ million, unless otherwise stated) 11.4% 5.5% 118.2 6.0% 10.3% 57.2 52.1 89.3 5.4% 2.4% 3.6% 53.1 24.0 2.8% 44.2 -2.7% -0.6% 25.4 (7.6) (24.3) 2009 2010 2011 9M11 9M12 2009 2010 2011 9M11 9M12 19
  • 20. Cash Generation and Leverage Cash Flow from Operations1 supported Capex Net Debt (09/30/2012) – R$ million Cash Flow Q3’12 – R$ million 103,1 39,8 115,0 238,7 Short-term: 95,2 31,9 70% 24,9 9,9 Net Debt Cash Gross Debt 211,9 Gross Debt Breakdown – R$ thousand Line Avg Rate Due Date Balance 103,1 Working Capital CDI + 2,5% a.a. 10/24/13 50,171 EGF 5,5% a.a. 05/03/13 40,222 Working Capital CDI+2,4% a.a 03/26/13 25,012 BNDES Automatic 11,4% a.a. 11/16/12 16,833 FCO 10,0% a.a. 05/02/14 1,450 Begining Cash from Capex New Debt Debt Ending Cash Operations Payment Cash Finame 7,0% a.a. 11/08/16 1,259 Total 134,947 1.Includes interests from Refis (tax installments) of R$ 3.8 million 20
  • 21. What we have done, and our next steps Initiatives already implemented Actions taken Next Steps Strengthening of key brands • Innovation and new product launching • Greek yogurt • Launching of • New media campaign • Campaign “recall” SP/RJ “funcionais” yogurts • New marketing communication aligned with new product positioning and pricing • Increase in avg. price • Constant innovation in • Phase out of non-core produtcts • Phase-out fresh pasta our portfolio Growth of distribution network • Review of our go-to-market model • Beginning October 2012 • Continue expanding geographic reach to • New management of other regions • Merchandising with dedicated team trade marketing team Excellence in Management and Corporate Governance • Meritocracy in management, with systematic KPI’s tracking • Hiring of experienced • Majority of Board of Directors members are independent • Keep investing in our managers people’s development • People and Finance, Risks and Auditing committees • Board oversight State of art in Production processes • Product-specific plants • Capex of R$ 38.0 million • Quality Certification • Capex in high potential growth categories in product line expansion guaranteed in every • Pay-for-quality program factory • Milk producers loyalty program for milk producers • Higher productivity 21
  • 22. Our Vision Big food Company, one of the biggest dairy companies in Brazil • Development of innovation according to seasonal waves Categories and Segments • Further development of Food Service segment • Improve our presence in markets close to core market (SP) Geographic expansion • Lower the company’s dependence of São Paulo market Investment Plan • Increase in productive capacity, with continuous investments in key product lines EBITDA Margin • Continuously increase in margins to surpass historic levels • Increase stock liquidity Capital Structure • Reduction of cost of capital • Return on Invested Capital to shareholders Policy 22
  • 24. Closing remarks Resilient market with robust growth potential Diversified portfolio with high value-added products Brands with excellent reputation and high expansion potential Aproximately 50% of total distribution through independent retailers Experienced and independent management team, with solid corporate governance standards 24
  • 25. Thank you! Contact Information: ri@vigor.com.br 55.11.2799.5807 25
  • 27. Experienced Managers Maurício Hasson Anne Napoli Gilberto Xandó – CEO CFO and IRO Marketing Director Gilberto Xandó holds a Bachelor degree in Business Maurício holds a bachelor degree in mechanic and Administration from Fundação Getúlio Vargas, a Masters Anne has graduated from the European Business Program production engineering by PUC-RJ and holds a MBA degree and Insead and has 18 years of experience in the Degree in Retail from USP/FEA and is specialized in Business by The University of Chicago Booth School of Business. He Management PGA from Fundação Dom Cabral/INSEAD, in consumer sector. Involved in marketing strategy, has over 13 years of experience in Investment Banking and innovation projects, communication planning and France. He has large multidisciplinary experience and has Corporate Finance, having worked for the past seven years worked in the areas of Finance, Controlling, Trade regional coordination, Anne has worked for seven years at Rothschild and Bear Sterns in the advisory of important at Unilever and six at Danone, becoming Marketing Marketing, Marketing, Commercial (Brazil and other M&A transactions. He became the CFO of Vigor in April countries) and Business Unit Management at Natura, Sadia Director of Vigor in December 2011. 2012. S.A. and Coopers & Lybrand. In July 2011 he became CEO of Vigor. Luiz Gennari Gustavo Theodozio Paulo Botelho Sales Director Administrative Director Industrial Director Gustavo holds a Bachelor degree in Business Luiz Henrique holds a Statistics degree from UFSCar, and a Administration by PUC-PE and a MBA in Business Management by FGV-PE and Accountancy and Controlling Paulo has been working at Vigor for over 29 years. He masters degree in Marketing from ESPM, and has over 19 by UF/PE. Gustavo has worked in companies such as started as an intern and has acted as maintenance superior, years of experience in the consumer sector, involved in Bompreço S/A Supermercado do NE, Grupo JCPM and maintenance manager and industrial manager, becoming market research, trade marketing and sales. Luiz has worked Sistema do Jornal do Comércio de Comunicação. In 2010 industrial director in June 2011. for 15 years at Sadia, and for 4 years at Cia J.Macedo. and 2011 he worked as the CFO for JBS’ leather division Last year, Luiz was appointed, at BRF’s Dairy products and he is currently the Comptroller and Administrative division “Batavo”, Sales Director (Brazil), becoming Sales Director of Vigor. Director of Vigor in June 2012. Darlan Carvalho Diretor de Supply chain Darlan holds a bachelor degree in Accountancy and a graduate degree in Administration. He also holds a MBA degree in Business Management and has worked for 29 years at Sadia, in the supply chain and logistics areas, being responsible for the whole logistics structuring of BR Foods. He became Supply Chain Director of Vigor in September 2011. 27
  • 28. Board of Directors composed by members with notorious reputation Wesley Batista Joesley Batista Vicente Falconi Campo Chairman Member elected by FB Independent member Mr. Wesley Batista became CEO of JBS’ global operations in Mr. Joesley Batista is the current Chairman of JBS, elected on Mr. Vicente Falconi Campos is a Board member of Ambev and Feb/2011. Prior to that, he was the president and CEO of JBS USA January 2nd, 2007. He was also the CEO of JBS SA between 2006 member of tbe Institutional Board of Managerial Development at after Swift & Company’s acquisition in 2007. Under his and 2011, a period in which revenues have grown by 1,200%, and INDG, as well as an Emeritus professor at the Federal University management, JBS USA more than doubled its revenues in 4 years, the Company has made different transformational acquisitions in of Minas Gerais. Mr. Campos has been a Board member of Sadia and Unibanco and has received awards from different public acquiring Smithfield Beef, JBS Five Rivers Feedlot, a majority stake North America and Australia, in addition to going public in 2007. Mr. organizations, both from the Executive and Legislative branches, in Pilgrim’s Pride, as well as expanding its Australian operations Joesley Batista has been working at the JBS Group since 1988. and business associations, as well as having published six books acquired along with Swift. During the previous fifteen years, Mr. on Business Administration. Bachelor in Mining and Metallurgy Batista acted as Chief Operating Officer (COO) of JBS’ beef Engineering from the Federal University of Minas Gerais, as well operations in Brazil and Argentina. as a M.Sc. and Ph.D. from the Colorado School of Mines (EUA). Betânia Tanure de Barro Evandro Guimarães Cristiana Arcangeli Independent member Independent member Independent member Professor at PUC MG, PhD from the Brunel University (England), Mr. Evandro holds a Bachelor degree in Business Administration Mrs. Cristiana Arcangeli has graduated in Dentistry with Post-graduate in Management Consulting by Henley from Fundação Getúlio Vargas in Rio de Janeiro in 1970. He specialization in Endodontics and has been working in the Management College (England), specialized in management by started his career at Ciba Geigy as Product Manager, then cosmetics segment for over 25 years, in which she has created INSEAD, psychologist by PUC – MG. Works as a BTA-certified moved to Bicicletas Caloi S.A. as a Marketing Manager. He then brands such as Phytoervas, Éh Cosméticos and Beauty’in. Mrs. technical consultant, and professor at national and international moved to São Paulo in 1980 in the Sales Division of TV Globo companies such as: ArcelorMittal, Banco Santander, Banco and in 1984 was promoted to National Sales Director. From 1989 Arcangeli has received different awards for her influence in the Central do Brasil, Banco Itaú, Brasilprev, Embraer, Gerdau, till 1997, he headed Globo’s Center of Affiliates and Expansion cosmetics and fragrances segment and for her entrepreneurial Kimberly-Clark, IBM, Natura, RBS, Sadia, Samarco, TAP, Usiminas, and was nominated as Institutional Relations Vice-President at actions, as well as being the first female member of the Vale, Via Retail and Weg. Board Member at RBS and GOL Linhas Organizações Globo, directly interacting with the Executive, Brazilian Marketing Academy, a volunteer at Endeavor, Aéreas Legislative and Judicial branches until the end of 2011. Luiz Antonio Rodrigues Elias Marício Tiomno Tolmasquim Independent member Independent member Mr. Luiz Antonio Rodrigues Elias is an Economist and Head Mr. Mauricio Tiomno Tolmasquim was Executive-Secretary of Researcher at INPI (National Institute for Intellectual Property). the Ministry of Mining and Energy, Board Member at Itaipu Since 2007 is Executive Secretary of the Ministry of Science, Binacional and Furnas Centrais Elétricas (Hydro Powerhouses), Technology and Innovation. Before that, was Secretary of coordinator of the technical group responsible for formulation and implementation of a wide reform of the electric energy Technological Development and Innovation from the same sector regulation. Mr. Tolmasquim was honored from Itamaraty Minitry (2006), Director of Federal Railroad and Co-Secretary of with the Great Officer from Rio Branco Order. He is also author, the Social Development Division of Rio de Janeiro Municipality. co-author, and organizer of over 20 books and more than 100 technical articles. 28