Chiquita Brands International Inc

Chiquita Brands International — Merger or Acquisition (October 2014)

15 slides from Chiquita Brands International's merger presentation, Oct 14, 2014

1. Slide 1: Chiquita Presents Update to Shareholders on ChiquitaFyffes Transaction and Cutrale / Safra Process

   1 1 O Chiquita Presents Update to Shareholders on ChiquitaFyffes Transaction and Cutrale / Safra Process October 2014

2. Slide 2: Forward-looking statements

   2 This presentation contains certain statements that are “forward - looking statements.” These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita and Fyffes , including: the customary risks experienced by global food companies

3. Slide 3: Agenda

   3 Agenda Key Events Since Cutrale / Safra Non - Binding Proposal Extensive Due Diligence Access Provided to Cutrale / Safra Revised Exchange Ratio Offers Improved Terms for Chiquita Shareholders More Value and Less Risk in a Combination with Fyffes Substantial Value Creation for Shareholders in Chiq

4. Slide 4: Review of Process Since March Announcement

   4 Review of Process Since March Announcement 11 - Aug - 2014 Chiquita Receives Non - Binding Proposal of $13 / Share from Cutrale / Safra 14 - Aug - 2014 Chiquita Board Determines Cutrale / Safra Non - Binding Proposal to Not be in the Best Interest of its Shareholders 27 - Aug - 2014 Chiquita and F

5. Slide 5: Revised Fyffes Transaction is Significantly More Favorable to Chiquita Shareholders

   5 Revised Fyffes Transaction is Significantly More Favorable to Chiquita Shareholders Original Deal Announcement: March 10 th , 2014 New Deal Announcement: September 26 th , 2014 0.1567x 0.1113x Improved Exchange Ratio and Additional Synergy Potential for the Combination Exchange Ratio Ownership Inc

6. Slide 6: Strong 3rd Quarter Results Confirm Chiquita is on Track to Meet its 2014 Profit Forecast

   Q1 2014 Q2 2014 Q3 2014E 2 Implied Q4 2014 Based on Full Year Guidance Range 3 EBIT (GAAP) $1 $37 $ 0 - $ 2 Transaction Expenses 6 3 8 Vessel Changeover Expenses - 5 - Exit Activities 1 2 2 Comparable EBIT $7 $46 $ 10 - $ 12 D&A 16 15 15 Adjusted EBITDA $ 23¹ $62 $ 25 - $ 27 $ 18 - $ 40 Change vs. 2

7. Slide 7: Several Upsides have been Identified Across Both Organizations

   7 • Savings derived from shipping efficiency in Europe and the Mediterranean • Contributes $20 million of additional synergies • ~$ 1.80 • Higher guidance – Increased full year 2014 EBITA target range to € 38mm - € 42mm from € 30mm - € 35mm • Adds ~$10mm ( € 7.5mm) to combined EBITDA 1 • ~$ 0.90 Inc

8. Slide 8: All Regulatory Approvals Received and the Transaction is On Track to Close Expeditiously

   8 All Regulatory Approvals Received and the Transaction is On Track to Close Expeditiously Source: Public filings European Union United States Date October 3 rd , 2014 Date June 2 nd , 2014 “Today's decision reaffirms our confidence that the combination of Chiquita and Fyffes is a natural strategic

9. Slide 9: ChiquitaFyffes is a True Merger of Equals

   Trading Days Prior to Mar-10 Announcement of Original Deal¹ Chiquita VWAP Implied Fyffes Price (USD) (New Deal) Implied Premium to Undisturbed Fyffes Price² Last Close $10.84 $1.21 (2.3)% 5 days 10.91 1.21 (1.7) 10 days 11.22 1.25 1.1 30 days 10.90 1.21 (1.8) 90 days 10.73 1.19 (3.3) Equity Consider

10. Slide 10: Chiquita Shareholders Derive Substantial Value Based on Recent Trading

    10 Illustrative Adjusted Trading Value Chiquita Shareholders Derive Substantial Value Based on Recent Trading The New Exchange Ratio and Incremental EBITDA Expectations Imply A Significant Increase in Value Relative to the Original Transaction With Fyffes Source: Chiquita and Fyffes profit forecasts

11. Slide 11: Long-Term Value for Chiquita Shareholders

    11 Illustrative FYE 2015 Future Share Price Long - Term Value for Chiquita Shareholders Illustrative Present Value of the Merger Source: Chiquita and Fyffes profit forecasts and other public filings Note: Chiquita net debt balance for future share price is adjusted for unamortized portion of convert

12. Slide 12: Extensive Due Diligence with Cutrale / Safra

    12 Extensive Due Diligence with Cutrale / Safra Cutrale / Safra Diligence by the Numbers Demonstrates Unusually Open Access Hours of In - Person Meetings, Site Visits, and Conference Calls Pages of Company Information Provided in Chiquita’s Data Room Additional Pages and Documents Made Available to

13. Slide 13: Chiquita Has Delivered for Shareholders

    13 Chiquita Has Delivered for Shareholders Chiquita’s Board Continues to Focus on Maximizing Value for Shareholders • The revised Fyffes exchange ratio represents a significant improvement for Chiquita’s shareholders • In addition, updated projections, revised synergy estimates and regulatory approv

14. Slide 14: Responsibility statement and No Offer and Solicitation

    14 The directors of Chiquita accept responsibility for the information contained in this presentation. To the best of the knowle dge and belief of the directors of Chiquita (who have taken all reasonable care to ensure that such is the case), the information contained in this pr esentation for which

15. Slide 15: No Profit Forecast / Asset Valuations / Basis of Synergies / Non-GAAP Information

    15 No Profit Forecast / Asset Valuations / Basis of Synergies / Non - GAAP Information The foregoing presentation should be read in conjunction with the definitive Proxy Statement/Prospectus/Scheme Circular dated Au gust 6, 2014 and the First Supplement to the Proxy Statement/Prospectus/Scheme Circu

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