High Liner Foods Incorporated

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High Liner Foods Incorporated

• Investor Presentation February 2008

2
disclaimer

• Certain statements made in this presentation are
  forward-looking and are subject to important
  risks, uncertainties and assumptions concerning
  future conditions that may ultimately prove to be
  inaccurate and may differ materially from actual
  future events or results. Actual results or
  events may differ materially from those
  predicted.

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market facts

• Listing TSX (since 1967)
• Symbol HLF
• Shares Outstanding 13.4 million (18.4 after all
  conversions)
• Recent Price 10.00
• Market Capitalization 134.0 million (184.0
  after all conversions)
• 52-Week Price Range 8.00 10.50
• Current Yield (Common) 2.0 (0.05/share/quarter)
• Year End January 3, 2009

Note As of January 30, 2008
All figures in this presentation are in Canadian
dollars unless otherwise stated.
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corporate profile

• High Liner is one of North Americas largest
  processors and marketers of prepared, value-added
  frozen seafood

• Retail and food service markets
• Retail grocery and club stores
• In-home consumption
• Food service operators and distributors
• Out-of-home consumption
• Branded and private label products

a respected name in seafood for more than 80 years
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vision

• High Liner will be the leader in value-added
  frozen seafood in North America

determined to be an industry leader
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acquisition overview

• Acquired FPIs Manufacturing and Marketing
  (MM) Group
• Value-added food service and retail frozen
  seafood businesses
• Secondary processing facilities in Burin, NL and
  Danvers, MA
• Transaction closed December 20, 2007
• Cost 146 million
• 6 million High Liner shares valued at 60 million
  (10 / share) cash of 86.5 million
• Additional 15 million payment to Oceans Choice
  International
• Capitalized transaction costs 3.5 million

an exciting step towards realizing our vision
Subject to working capital adjustments and
final share valuation refer to Appendix A
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acquisition overview
Brands
Food Service
Marketing Manufacturing Group
Retail/ Club Stores
2007 (9 months 1) Revenue 287 mm Gross
Profit 33 mm

• As reported by FP Resources
• Sales for 2007 expected to approx 375 mm

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frozen seafood environment
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key industry trends

• Premium and healthier products growing,
  traditional battered breaded stagnant/declining
• High Liner and FPIs expertise is in innovative,
  healthier products
• Battered breaded still comprise significant
  portion of market
• Continued acceptance of aquaculture species in
  North America
• Tilapia, shrimp growing in popularity
• Continued growth of shrimp
• Opportunity for higher value added products

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key industry trends

• Consolidated food distribution industry
• Industry participants choosing more private label
  and only strong major brands
• Benefits market leaders
• Customers prefer suppliers who
• Provide a full line of products in category
• Are category experts
• Can provide chain-wide support
• Have seamless logistics (eg. ordering, invoicing,
  etc.)
• Can deal with vendor managed inventories
• Introduce new differentiated products
• Are financially stable
• Are not dependent on business with them

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key industry trends
Demand driving raw seafood prices

• Have passed on most raw seafood cost increases
• Strong Canadian has mitigated impact in
  Canadian market

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financial performance
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historical financial performance
adjusted sales
Note(1) 2003 is net of 10.5 million of sales
generated by Nova Scotia-based fishing assets
that were sold in May 2003. Note (2), 2007
includes 5.5 million of new acquired FPI
business sales.
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historical financial performance
annual financial results
Stronger Canadian dollar decreased sales in
2007 by 3.6 million FPI sales account for 5.5
million for 4 business days
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historical financial performance
liquidity and capital resources
See attached appendix for details of new
financing and changes in share structure
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the new High Liner Foods
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significant synergies
Combined business has opportunity to realize
significant synergies

• Sales
• Procurement (seafood)
• Purchasing (non-seafood)
• Logistics
• Production efficiencies
• Administrative

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strengthened market position
Market leadership

• Largest seafood company in Canada
• At least twice that of nearest competitor
• Both retail and food service markets
• One of the largest value added seafood suppliers
  to the U.S. Food Service market
• One of 4 retail branded companies in U.S. and
  largest grocery-chain supplier of private label
• One of most significant suppliers to Club Stores

combined entity will have critical mass to better
compete in global marketplace
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strengthened market position
private label
private label
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strengthened customer relationships

• Combined entity strengthens position with all
  customers
• Combined entity offers a broader array of seafood
  products to an expanded customer base
• FPI provides established strong competitive
  position in the large U.S. food service market

leading North American supplier to all key
channels
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enhanced capabilities

• More diversified worldwide procurement
• Competitive advantage in procuring raw materials
  and finished goods
• Significant strength in both groundfish and
  shellfish
• Increase in species procured from 20 to 35
• Increase in countries procured from 13 to 29
• Expertise in frozen food logistics
• Excellent case fill rates and on-time/order fill
  precision
• Ability to act as a full category manager
• Acquisition creates opportunities for lower cost
  shipping
• Track record of product innovation
• Responsive to demands of customers, consumers and
  food service operators

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sales by region
pre-transaction
post-transaction
Canada 63
Canada 51
U.S. 36
U.S. 48
Mexico 1
Mexico 1
Note Based on 2007 invoiced sales dollars
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growth strategy
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growth strategy

• Organic growth
• Develop new products
• Innovative value added products
• High-quality, innovatively packaged raw products
• Introduce new species from aquaculture
• Build the High Liner brand in the U.S. Retail
  business
• Expand distribution of existing products to new
  markets customers
• Penetrate new channels

growth strategies of High Liner and FPI aligned
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growth strategy

• Acquisitions
• Continue to pursue suitable acquisition
  candidates
• Buy a U.S. retail brand to promote our healthier
  value added fish products
• Consolidate fragmented U.S. Food Service market

becoming the North American leader
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investment highlights

• Leading market position in a growing industry
• Acquisition more than doubled size of Company,
  adding critical mass to more effectively compete
  in North America
• Strong brand equity highly recognized,
  reputation for quality, value and convenience
• Track record of successful product innovation
• Defined growth strategy leveraging key strengths
  focused on growing market segments
• Solid financial foundation to execute growth
  strategy
• Excellent corporate governance

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High Liner Foods Incorporated

• Investor Presentation February 2008

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appendix A summary of financing transaction
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summary of financing transaction

• Acquisition
• New asset based working capital debt 120,000,000
  ( 52 drawn LCs)
• New long term debt 5 years 53,625,000,
  interest only first 2 yrs
• Equity issued to vendor 60,000,000
• 3,000,000 voting common (valued at 10)
• 1,200,000 25 PV Series A preference shares
• Equity next steps
• Receive subscription for 798,620 Series A
  Preference shares from 2nd Pref shareholders
  (value 19,965,500)
• Call 2nd Pref shares for redemption -
  20,000,000
• Create new non-voting common shares at annual
  meeting May 9, 2008
• Convert 1,998,620 Series A Pref shares into
  4,996,550 non voting common, immediately after
  creation (2.5 for 1)
• List non-voting common shares lt90 days after
  conversion

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summary of financing transaction

• Shares outstanding after all conversions
• 13.380,709 voting common
• 4,996,550 non-voting common
• No preference shares
• Other notes re equity
• 25 Series A Pref. Shares dividends equal 2.5 x
  declared common dividends
• FP Resources will own 3,000,000 voting and
  3,000,000 non voting, subject to standstill
  agreement for 5 yrs
• 2nd pref shareholders will hold 1,996,550
  non-voting shares
• Bank of Nova Scotia ( 1mm)
• Province of NS (0.5 mm)
• TD Bank (0.025mm)
• Empire (0.131mm)
• Scotia (0.341 mm)