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Wenger
Investor meeting on transaction highlights
28 April 2022
Arni Oddur Thordarson,
Chief Executive Officer
Introduction
28 April 2022
We envision a world where
quality food is produced
sustainably and affordably
Global population expected
to grow to ~10bn by 2050
Rising income
drives more protein
consumption
Consumer preferences
becoming more diversified,
focused on convenience,
freshness & health
Marel is at the center of
these prevailing trends
Unity Innovation Excellence
We are united in our success Innovation drives the value we create Excellence is what differentiates us
40%
0
200
400
600
800
1,000
1,200
1,400
1,600
1992
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2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2021
Marel had 7,000+ employees
and EUR 1.4 billion in
revenues in 2021, a stark
increase from its 45 employees
and revenues of EUR 6m at
the time of listing on Nasdaq
Iceland in 1992.
From startup to global leader
Strong revenue growth since 1992
Aftersales as % of revenue
(EUR m)
10%
Initial investment
Additional
investments
Service and
spare parts
10 year revenue profile from a customer
Pro-forma
2021
PF-
ā€¢ Scalable: Less engineering and
easier to manufacture
ā€¢ Improved service
ā€¢ Better customer experience
ā€¢ A platform investment into new,
complementary and attractive
growth markets for Marel and will
form the fourth business
segment alongside poultry, meat
and fish
ā€¢ Throughout the years, Marel has
gradually expanded its playing
field and is now the only pure-
play provider of full-line solutions,
software, and services to the
poultry, meat, and fish industries
ā€¢ Objective to become full-line
provider in all four segments,
gradually adding complimentary
product offering in primary and
further processing to new
acquired platform
Agreement to acquire Wenger, a strategic platform
investment into new and attractive growth markets
Primary
Processing
Marelā€™s current presence
Primary
Processing
Secondary
Processing
Further
Processing
Primary
Processing
Secondary
Processing
Further
Processing
Line solutions providerā€¦
ā€¦gradually expanding business model
into adjacent industries ā€¦
ā€¢ One-stop shop for the customer
ā€¢ Seamless integration & more
efficiency
ā€¢ Strong competitive advantage
Secondary
Processing
Further
Processing ā€¦with standard and modular offeringā€¦
...and market leading software
ā€¢ More resilient business model
ā€¢ Technology transfer across
industries
ā€¢ Better utilization of resources
ā€¢ Traceability and sustainability
ā€¢ Linking equipment to function as
single entity
ā€¢ Real-time actionable insights to
improve operations
6% innovation promise
Primary
Processing
Secondary
Processing
Further
Processing
New Wenger platform
5
28 April 2022
Arni Sigurdsson,
Chief Strategy Officer and EVP Strategic
Business Units
Transaction overview
8
More balanced business
model going forward
Complementary product offering
strengthening value proposition
Fourth pillar focused on
new attractive end markets
Strong strategic
and cultural fit
Highly strategic acquisition into new markets
ā€¢ Wenger is a premier global leader in processing
solutions focused on pet food, plant-based protein
and aqua feed
ā€¢ Founded in 1935 in Sabetha, Kansas, USA by Joe
and Lou Wenger with the purpose of manufacturing
affordable cattle feed with breakthrough technology
ā€¢ Extensive product offering comprised of extrusion
technology, dryers and power heaters to cater to
most needs in Wengerā€™s core markets
ā€¢ Over 500 dedicated and strong employees located in
Kansas (USA), Valinhos (Brazil), Kolding (Denmark)
and other locations
ā€¢ Long-standing history of growth and healthy
profitability ā€“ In 2022, revenues are expected to be
USD ~ 190m and EBITDA USD ~32-35m
Strong strategic and cultural fit, with Wenger serving as a growth platform into new attractive end markets
Utilize Marelā€™s global reach
and digital platform
9
Total investment of USD 540 million
Adjusted transaction multiple corresponds to 14x EV/EBITDA and closing is expected before end of Q2
ā€¢ Marel has agreed to acquire Wenger for a total investment of USD 540m
- USD 530m is the purchase price on a cash and debt-free basis (enterprise value)
- The remaining USD 10m is a combination of a contribution to a not-for-profit private foundation, to continue the legacy of Wenger and its
meaningful impact on the community, as well as Marel shares for Wenger employees
ā€¢ The transaction will result in expected tax benefits of USD 60-70m and the adjusted transaction multiple corresponds to around
14x EV/EBITDA
Transaction
consideration
Financial
impact
Approvals and
timing
ā€¢ The acquisition will be financed through Marelā€™s strong balance sheet and existing credit facilities
- Ongoing discussions with the shareholders of Wenger regarding partial consideration in Marel shares that will be concluded prior to
closing
ā€¢ Assuming a full cash payment, pro-forma leverage following completion of the acquisition is estimated to be around 3x net
debt/EBITDA, compared to Marelā€™s targeted capital structure of 2-3x net debt/EBITDA
- To preserve operational headroom, Marel has signed a EUR 150m bridge facility
ā€¢ The closing of the acquisition is subject to customary closing conditions, including anti-trust and shareholder approval of Wenger,
which is expected to take place before end of Q2 2022
10
Strong strategic rationale
Marel and Wenger have a highly complementary offering and can offer transformative solutions to the pet food, plant-based
proteins, and aqua feed markets
āœ“ Strong end markets with healthy growth rates and favorable outlook
āœ“ Extensive product offering in extrusion, dryers, and power heaters for pet
food, plant-based proteins, and aqua feed
āœ“ Strong market position & excellent technology with good brand & reputation
āœ“ Aftermarket above 40% of revenue, good profitability margins and high return
on invested capital
āœ“ Platform into new attractive end markets
āœ“ Complementary product offering in pet food and plant-based proteins
āœ“ Utilize customer relationships to cross sell portfolio
āœ“ Accelerate global reach and digital capabilities
Great company with
favorable outlook.
Strategy and culture
similar to Marel
Great platform to
enter adjacent
markets where the
portfolio and
customer base are
complementary
11
Platform into new attractive end markets
Wenger will be a new growth pillar next to poultry, meat and fish, in line with how Marel gradually expands the playing
field
ā€¢ Acquisition of Wenger is fully in line
with Marelā€™s vision and strategy, with
two technical leaders joining forces to
transform the way food is processed
ā€¢ In 2020, Marel announced increased
focus on adjacent markets and in 2021
formally established a business
development division focused on pet
food and plant-based proteins
ā€¢ Wenger will become an independent
business unit focused on pet food,
plant-based proteins, and aqua feed
ā€¢ Broadening the focus markets with an
additional strong pillar will strengthen
Marelā€™s business model
In partnership with our customers, we are transforming the way food is processed. Our vision is of a
world where quality food is produced sustainably and affordably.
Unity Innovation Excellence
12
True innovation pioneer with a global customer base
Premium position in the market has resulted in a long history of growth and healthy profitability
ā€¢ Wenger has an extensive product offering in extrusion
technology for pet food, plant-based proteins and aqua feed,
comprised of single-, twin-, and thermal-screw extrusion
technology as well as dryers and power heaters
ā€¢ Diversified and loyal customer base ranging from blue-chip pet
food processors to startup companies in plant-based proteins
ā€¢ Committed to innovation and long-standing partnership with
customers, having recently completed a major upgrade to the
Wenger Technical Center, a full-service demo center in Sabetha
ā€¢ Revenues estimated at USD 190 million in 2022 and EBITDA of
USD 32-35 million, and EBIT margin 14-15%
- Approx. 5% annual organic growth in revenues from 2017-2021
- Strong cash flow and return on invested capital around 20%
ā€¢ Opportunity for the combined business to accelerate growth
- Expand manufacturing capacity to respond to high demand in
Wengerā€™s core markets
- Proactive approach to aftermarket to better service customers
around the world
- Utilize the global reach and digital platform of Marel
Optima Single
Screw Extruder
Thermal Twin
Extruder
Power Heater 100 Preconditioner
0
Customer example
0
Product examples
13
Balanced business model and global presence
High recurring revenue with over 40% of total revenue from aftermarket
ā€¢ Growing installed base drives increased aftermarket levels, now
around 45% of total revenue
- Stable, high-margin revenue stream
ā€¢ Opportunities in a more proactive aftermarket approach and
added capacity to further penetrate the installed base
- This could drive the aftermarket level even higher
ā€¢ Strong foothold in the North American market, with around 45%
of total revenue
ā€¢ Opportunities in expanding global reach even further with a
wider sales and service network
- Wenger can leverage Marelā€™s global reach to improve customer
coverage and engagement
66%
12%
22%
Pet food
Food & other
Aqua feed
31%
57%
12%
Europe, Middle
East and Africa
Americas
Asia and Oceania
56%
44%
Equipment
Aftermarket
ā€¢ Over 60% of revenue derived from pet food where the company
has a global market leading position
- Recognized for quality products and process know-how with the
Wenger name synonymous with pet food extrusion
ā€¢ The company is a respected name in additional niche markets
including aqua feed and plant-based proteins
Attractive end markets
High recurring revenue
Diversified customer base
% of revenue
ā€™19-ā€™21
% of revenue
ā€™19-ā€™21
% of revenue
ā€™19-ā€™21
14
Large and growing end markets
Total size of core end markets EUR +150 billion, with expected growth of 5-7% p.a. until 2026
Pet Food
(4-5% growth p.a. in value)
Aqua Feed
(5-6% growth p.a. in value)
Plant Based Proteins
(15-20% growth p.a. in value)
End market size
(EUR bn)
106 111 117 121 128
2023 2025 2026
2022 2024
4-5%
46 49 51 55 58
2022 2024
2023 2025 2026
5-6%
7
8
9
11
13
2022 2025
2023 2024 2026
15-20%
ā€¢ Mature and stable market, with growth
driven by increasing pet adoption and
premiumization
ā€¢ Growth further augmented by
humanization of pets and increased treat
frequency
ā€¢ Quality and brand loyal market
ā€¢ Mature and stable market, with growth
driven by strong underlying growth in
aquaculture
ā€¢ Main trends are growing global fish
consumption, sustainability concerns, and
increasing preference for a healthy diet
ā€¢ Volume driven and relatively
commoditized market
ā€¢ Rapidly developing market with exciting
growth prospects driven by flexitarian diet
and changing consumer behavior
ā€¢ Improved quality, access, and price in
foodservice and retail further drives growth
ā€¢ Emerging growth market with high focus on
food quality and branding
End market size
(EUR bn)
End market size
(EUR bn)
15
Addressable solutions market of EUR 2 billion
Attractive solutions and service market with 4-6% annual growth ā€“ Wenger has a strong market position especially
within pet food
Pet Food Aqua Feed Plant Based Proteins
Market
characteristics
Market position of
Marel and Wenger
Total addressable market of around EUR 2bn
(4-6% annual growth)
ā€¢ Extrusion is a key technology in
production of pet food
ā€¢ Market driven by volume growth as
well as upgrades and replacements
due to increased regulations and focus
on food safety
ā€¢ Opportunity to differentiate on process
technology and quality
ā€¢ Most of the industry shifting to
extruded feed as market further
matures
ā€¢ Regional market driven by capacity
expansion and increase in in-house
private feed production
ā€¢ Opportunity to differentiate with yield
and throughput
ā€¢ Most plant-based protein is produced
through extrusion
ā€¢ Rapid growth in demand to support
increased plant-based meat production
ā€¢ Significant opportunity to differentiate
on end product quality with best-in-
class technology and process know-
how
ā€¢ Leading position in the market ā€¢ Key player with strong market share
and premium technology
ā€¢ Pole position to make a strong impact
with best-in-class technology and
process know-how
16
Complementary product portfolio
Opportunity to offer more extensive offering to processing customers in pet food and plant-based proteins
ā€¢ Joint offering will allow us to
offer best-in-class, innovative
line solutions and address
customer needs better
ā€¢ Wenger has a strong
commitment to innovation like
Marel
ā€¢ Overlap in the customer base
as poultry, meat and fish
processors are increasingly
looking into pet food
processing to optimize the
value of their raw material
Extrusion
Cooling /
Drying
Cutting
Weighing /
Batching
Packaging /
Labeling
Ingredients
(e.g., soy, pea)
End product
(e.g. plant-
based burger)
Example of an extrusion process (plant-based proteins)
High-level
presence
Forming /
Flavoring /
Coloring
17
Material pro-forma impact on revenue and EBITDA
More balanced business model going forward
1,361
1,516
155
Marel Wenger Pro-forma
+11.4%
Pro-forma revenue 2021
EURm
199
226
27
Pro-forma
Marel Wenger
+13.6%
Pro-forma EBITDA 2021
EURm
14.6% 17.5% 14.9%
EBITDA
margin
10%
11%
34%
42%
Wenger
3%
Poultry
Other
Fish
Meat
12%
38%
47%
Fish
4%
Other
Meat
Poultry
11.3% 14.8% 11.6%
EBIT
margin
Revenue split 2021
1.2x
Pre
acquisition
Post
acquisition
~3x
Net leverage assuming all cash transaction
xEBITDA
18
Marelā€™s acquisition strategy
Acquisitions are to enhance our key strategic pillars and drive organic growth
Customer
focus
Best-in-class
products and
technology
People and
Culture
Market opportunities Complementary solutions Shared vision and strategy
Reinforce market presence
and build new and current
customer relationships
Strengthen product portfolio
and line offering
Aligned vision and strategy
with cultural fit
19
Marel will continue on the
acquisition journey
Strong cash generation and ability to use shares as a
transaction currency enables Marel to make strategic
acquisitions, in line with the companyā€™s growth strategy
Global reach
Digitalization
Shared vision and
strategy
Succession of
family-owned
businesses
Why Marel?
20
Conclusion
Marel is expanding the strategic window through the highly compelling acquisition of Wenger
ā€¢ Wenger is a strong market leading company with
favorable outlook in attractive and growing end markets
ā€¢ Great strategic and cultural fit, with the companies
sharing a number of the same qualities
ā€¢ Acquisition will positively contribute to Marelā€™s business
and will grow revenues by 11% and improve EBIT
margin
ā€¢ Leverage will be around 3x EBITDA and stay in line
with the target leverage of 2.0-3.0x EBITDA
ā€¢ Marel can accelerate the growth of Wenger by
leveraging joint product offering, global reach and
digital journey as well as continued investments in the
business
ā€¢ Closing is expected to take place by end of Q2
- Closing of the acquisition is subject to customary closing
conditions, including anti-trust and shareholder approval of
Wenger
Thank you

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Agreement to acquire Wenger - Investor presentation

  • 1. Wenger Investor meeting on transaction highlights 28 April 2022
  • 2. Arni Oddur Thordarson, Chief Executive Officer Introduction 28 April 2022
  • 3. We envision a world where quality food is produced sustainably and affordably Global population expected to grow to ~10bn by 2050 Rising income drives more protein consumption Consumer preferences becoming more diversified, focused on convenience, freshness & health Marel is at the center of these prevailing trends Unity Innovation Excellence We are united in our success Innovation drives the value we create Excellence is what differentiates us
  • 4. 40% 0 200 400 600 800 1,000 1,200 1,400 1,600 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2021 Marel had 7,000+ employees and EUR 1.4 billion in revenues in 2021, a stark increase from its 45 employees and revenues of EUR 6m at the time of listing on Nasdaq Iceland in 1992. From startup to global leader Strong revenue growth since 1992 Aftersales as % of revenue (EUR m) 10% Initial investment Additional investments Service and spare parts 10 year revenue profile from a customer Pro-forma 2021 PF-
  • 5. ā€¢ Scalable: Less engineering and easier to manufacture ā€¢ Improved service ā€¢ Better customer experience ā€¢ A platform investment into new, complementary and attractive growth markets for Marel and will form the fourth business segment alongside poultry, meat and fish ā€¢ Throughout the years, Marel has gradually expanded its playing field and is now the only pure- play provider of full-line solutions, software, and services to the poultry, meat, and fish industries ā€¢ Objective to become full-line provider in all four segments, gradually adding complimentary product offering in primary and further processing to new acquired platform Agreement to acquire Wenger, a strategic platform investment into new and attractive growth markets Primary Processing Marelā€™s current presence Primary Processing Secondary Processing Further Processing Primary Processing Secondary Processing Further Processing Line solutions providerā€¦ ā€¦gradually expanding business model into adjacent industries ā€¦ ā€¢ One-stop shop for the customer ā€¢ Seamless integration & more efficiency ā€¢ Strong competitive advantage Secondary Processing Further Processing ā€¦with standard and modular offeringā€¦ ...and market leading software ā€¢ More resilient business model ā€¢ Technology transfer across industries ā€¢ Better utilization of resources ā€¢ Traceability and sustainability ā€¢ Linking equipment to function as single entity ā€¢ Real-time actionable insights to improve operations 6% innovation promise Primary Processing Secondary Processing Further Processing New Wenger platform 5
  • 6. 28 April 2022 Arni Sigurdsson, Chief Strategy Officer and EVP Strategic Business Units Transaction overview
  • 7. 8 More balanced business model going forward Complementary product offering strengthening value proposition Fourth pillar focused on new attractive end markets Strong strategic and cultural fit Highly strategic acquisition into new markets ā€¢ Wenger is a premier global leader in processing solutions focused on pet food, plant-based protein and aqua feed ā€¢ Founded in 1935 in Sabetha, Kansas, USA by Joe and Lou Wenger with the purpose of manufacturing affordable cattle feed with breakthrough technology ā€¢ Extensive product offering comprised of extrusion technology, dryers and power heaters to cater to most needs in Wengerā€™s core markets ā€¢ Over 500 dedicated and strong employees located in Kansas (USA), Valinhos (Brazil), Kolding (Denmark) and other locations ā€¢ Long-standing history of growth and healthy profitability ā€“ In 2022, revenues are expected to be USD ~ 190m and EBITDA USD ~32-35m Strong strategic and cultural fit, with Wenger serving as a growth platform into new attractive end markets Utilize Marelā€™s global reach and digital platform
  • 8. 9 Total investment of USD 540 million Adjusted transaction multiple corresponds to 14x EV/EBITDA and closing is expected before end of Q2 ā€¢ Marel has agreed to acquire Wenger for a total investment of USD 540m - USD 530m is the purchase price on a cash and debt-free basis (enterprise value) - The remaining USD 10m is a combination of a contribution to a not-for-profit private foundation, to continue the legacy of Wenger and its meaningful impact on the community, as well as Marel shares for Wenger employees ā€¢ The transaction will result in expected tax benefits of USD 60-70m and the adjusted transaction multiple corresponds to around 14x EV/EBITDA Transaction consideration Financial impact Approvals and timing ā€¢ The acquisition will be financed through Marelā€™s strong balance sheet and existing credit facilities - Ongoing discussions with the shareholders of Wenger regarding partial consideration in Marel shares that will be concluded prior to closing ā€¢ Assuming a full cash payment, pro-forma leverage following completion of the acquisition is estimated to be around 3x net debt/EBITDA, compared to Marelā€™s targeted capital structure of 2-3x net debt/EBITDA - To preserve operational headroom, Marel has signed a EUR 150m bridge facility ā€¢ The closing of the acquisition is subject to customary closing conditions, including anti-trust and shareholder approval of Wenger, which is expected to take place before end of Q2 2022
  • 9. 10 Strong strategic rationale Marel and Wenger have a highly complementary offering and can offer transformative solutions to the pet food, plant-based proteins, and aqua feed markets āœ“ Strong end markets with healthy growth rates and favorable outlook āœ“ Extensive product offering in extrusion, dryers, and power heaters for pet food, plant-based proteins, and aqua feed āœ“ Strong market position & excellent technology with good brand & reputation āœ“ Aftermarket above 40% of revenue, good profitability margins and high return on invested capital āœ“ Platform into new attractive end markets āœ“ Complementary product offering in pet food and plant-based proteins āœ“ Utilize customer relationships to cross sell portfolio āœ“ Accelerate global reach and digital capabilities Great company with favorable outlook. Strategy and culture similar to Marel Great platform to enter adjacent markets where the portfolio and customer base are complementary
  • 10. 11 Platform into new attractive end markets Wenger will be a new growth pillar next to poultry, meat and fish, in line with how Marel gradually expands the playing field ā€¢ Acquisition of Wenger is fully in line with Marelā€™s vision and strategy, with two technical leaders joining forces to transform the way food is processed ā€¢ In 2020, Marel announced increased focus on adjacent markets and in 2021 formally established a business development division focused on pet food and plant-based proteins ā€¢ Wenger will become an independent business unit focused on pet food, plant-based proteins, and aqua feed ā€¢ Broadening the focus markets with an additional strong pillar will strengthen Marelā€™s business model In partnership with our customers, we are transforming the way food is processed. Our vision is of a world where quality food is produced sustainably and affordably. Unity Innovation Excellence
  • 11. 12 True innovation pioneer with a global customer base Premium position in the market has resulted in a long history of growth and healthy profitability ā€¢ Wenger has an extensive product offering in extrusion technology for pet food, plant-based proteins and aqua feed, comprised of single-, twin-, and thermal-screw extrusion technology as well as dryers and power heaters ā€¢ Diversified and loyal customer base ranging from blue-chip pet food processors to startup companies in plant-based proteins ā€¢ Committed to innovation and long-standing partnership with customers, having recently completed a major upgrade to the Wenger Technical Center, a full-service demo center in Sabetha ā€¢ Revenues estimated at USD 190 million in 2022 and EBITDA of USD 32-35 million, and EBIT margin 14-15% - Approx. 5% annual organic growth in revenues from 2017-2021 - Strong cash flow and return on invested capital around 20% ā€¢ Opportunity for the combined business to accelerate growth - Expand manufacturing capacity to respond to high demand in Wengerā€™s core markets - Proactive approach to aftermarket to better service customers around the world - Utilize the global reach and digital platform of Marel Optima Single Screw Extruder Thermal Twin Extruder Power Heater 100 Preconditioner 0 Customer example 0 Product examples
  • 12. 13 Balanced business model and global presence High recurring revenue with over 40% of total revenue from aftermarket ā€¢ Growing installed base drives increased aftermarket levels, now around 45% of total revenue - Stable, high-margin revenue stream ā€¢ Opportunities in a more proactive aftermarket approach and added capacity to further penetrate the installed base - This could drive the aftermarket level even higher ā€¢ Strong foothold in the North American market, with around 45% of total revenue ā€¢ Opportunities in expanding global reach even further with a wider sales and service network - Wenger can leverage Marelā€™s global reach to improve customer coverage and engagement 66% 12% 22% Pet food Food & other Aqua feed 31% 57% 12% Europe, Middle East and Africa Americas Asia and Oceania 56% 44% Equipment Aftermarket ā€¢ Over 60% of revenue derived from pet food where the company has a global market leading position - Recognized for quality products and process know-how with the Wenger name synonymous with pet food extrusion ā€¢ The company is a respected name in additional niche markets including aqua feed and plant-based proteins Attractive end markets High recurring revenue Diversified customer base % of revenue ā€™19-ā€™21 % of revenue ā€™19-ā€™21 % of revenue ā€™19-ā€™21
  • 13. 14 Large and growing end markets Total size of core end markets EUR +150 billion, with expected growth of 5-7% p.a. until 2026 Pet Food (4-5% growth p.a. in value) Aqua Feed (5-6% growth p.a. in value) Plant Based Proteins (15-20% growth p.a. in value) End market size (EUR bn) 106 111 117 121 128 2023 2025 2026 2022 2024 4-5% 46 49 51 55 58 2022 2024 2023 2025 2026 5-6% 7 8 9 11 13 2022 2025 2023 2024 2026 15-20% ā€¢ Mature and stable market, with growth driven by increasing pet adoption and premiumization ā€¢ Growth further augmented by humanization of pets and increased treat frequency ā€¢ Quality and brand loyal market ā€¢ Mature and stable market, with growth driven by strong underlying growth in aquaculture ā€¢ Main trends are growing global fish consumption, sustainability concerns, and increasing preference for a healthy diet ā€¢ Volume driven and relatively commoditized market ā€¢ Rapidly developing market with exciting growth prospects driven by flexitarian diet and changing consumer behavior ā€¢ Improved quality, access, and price in foodservice and retail further drives growth ā€¢ Emerging growth market with high focus on food quality and branding End market size (EUR bn) End market size (EUR bn)
  • 14. 15 Addressable solutions market of EUR 2 billion Attractive solutions and service market with 4-6% annual growth ā€“ Wenger has a strong market position especially within pet food Pet Food Aqua Feed Plant Based Proteins Market characteristics Market position of Marel and Wenger Total addressable market of around EUR 2bn (4-6% annual growth) ā€¢ Extrusion is a key technology in production of pet food ā€¢ Market driven by volume growth as well as upgrades and replacements due to increased regulations and focus on food safety ā€¢ Opportunity to differentiate on process technology and quality ā€¢ Most of the industry shifting to extruded feed as market further matures ā€¢ Regional market driven by capacity expansion and increase in in-house private feed production ā€¢ Opportunity to differentiate with yield and throughput ā€¢ Most plant-based protein is produced through extrusion ā€¢ Rapid growth in demand to support increased plant-based meat production ā€¢ Significant opportunity to differentiate on end product quality with best-in- class technology and process know- how ā€¢ Leading position in the market ā€¢ Key player with strong market share and premium technology ā€¢ Pole position to make a strong impact with best-in-class technology and process know-how
  • 15. 16 Complementary product portfolio Opportunity to offer more extensive offering to processing customers in pet food and plant-based proteins ā€¢ Joint offering will allow us to offer best-in-class, innovative line solutions and address customer needs better ā€¢ Wenger has a strong commitment to innovation like Marel ā€¢ Overlap in the customer base as poultry, meat and fish processors are increasingly looking into pet food processing to optimize the value of their raw material Extrusion Cooling / Drying Cutting Weighing / Batching Packaging / Labeling Ingredients (e.g., soy, pea) End product (e.g. plant- based burger) Example of an extrusion process (plant-based proteins) High-level presence Forming / Flavoring / Coloring
  • 16. 17 Material pro-forma impact on revenue and EBITDA More balanced business model going forward 1,361 1,516 155 Marel Wenger Pro-forma +11.4% Pro-forma revenue 2021 EURm 199 226 27 Pro-forma Marel Wenger +13.6% Pro-forma EBITDA 2021 EURm 14.6% 17.5% 14.9% EBITDA margin 10% 11% 34% 42% Wenger 3% Poultry Other Fish Meat 12% 38% 47% Fish 4% Other Meat Poultry 11.3% 14.8% 11.6% EBIT margin Revenue split 2021 1.2x Pre acquisition Post acquisition ~3x Net leverage assuming all cash transaction xEBITDA
  • 17. 18 Marelā€™s acquisition strategy Acquisitions are to enhance our key strategic pillars and drive organic growth Customer focus Best-in-class products and technology People and Culture Market opportunities Complementary solutions Shared vision and strategy Reinforce market presence and build new and current customer relationships Strengthen product portfolio and line offering Aligned vision and strategy with cultural fit
  • 18. 19 Marel will continue on the acquisition journey Strong cash generation and ability to use shares as a transaction currency enables Marel to make strategic acquisitions, in line with the companyā€™s growth strategy Global reach Digitalization Shared vision and strategy Succession of family-owned businesses Why Marel?
  • 19. 20 Conclusion Marel is expanding the strategic window through the highly compelling acquisition of Wenger ā€¢ Wenger is a strong market leading company with favorable outlook in attractive and growing end markets ā€¢ Great strategic and cultural fit, with the companies sharing a number of the same qualities ā€¢ Acquisition will positively contribute to Marelā€™s business and will grow revenues by 11% and improve EBIT margin ā€¢ Leverage will be around 3x EBITDA and stay in line with the target leverage of 2.0-3.0x EBITDA ā€¢ Marel can accelerate the growth of Wenger by leveraging joint product offering, global reach and digital journey as well as continued investments in the business ā€¢ Closing is expected to take place by end of Q2 - Closing of the acquisition is subject to customary closing conditions, including anti-trust and shareholder approval of Wenger