NAFED 2014 V/P Shareholder’s Meeting

1. NAFED 2014 V/PShareholder’s Meeting April 24 Embassy Suites Hotel Airport / Convention Center North Charleston, SC

2. Welcome • Call to Order • Request Proxy Votes • Sign-In Sheets • Review / Approve Minutes of Last Meeting

3. State of the Group • Finished 2013 with $341M in volume. Up from 297M in 2014. • 44M in growth during 2013, for a 15% rate overall. • Added five new dealers in 2013: • W.L. Streich • Horizon • Dong Vinh • Global • East Bay – Associate Member • Added one new dealer in Q1 2014: • IFE Group

4. Welcome new member • IFE Group • Principal – Michael Benson • Location – Encinitas, CA • Market Focus – GSA sales

5. Stockholder Status Vote • W.L. Streich • Several new dealers will be voted on as stockholders at our August meeting, including Horizon, Global, and Dong Vinh

6. V/P Dealer Survey • Survey contains five questions and a comment section. Survey must be filled out and returned. Each dealer that returns the survey will share in the ‘conference income.’ Dealers that do not return the survey will forfeit their share of the conference income. Use paper copy or online survey link (https://www.surveymonkey.com/s/7TYL3T8) • Questions: • Was the vendor well prepared to discuss their own products, services, etc? • Was the vendor well prepared to discuss your dealership – did they know who you were? • Would you recommend that the group invite this vendor to a future V/P conference? • Was the vendor represented by an appropriate decision maker? • Does your dealership currently purchase from this vendor?

7. 2014 Upcoming Training Opportunities • Middleby • Location: Dallas Turbo Chef facility • Dates: Jun 6-18 • Brand focus: Star / Holman / Toastmaster; Blodgett; Pitco / MagiKitchn / Anets; Wells / Bloomfield; Southbend; Carther-Hoffmann / Turbo Chef • Deadline: Seats are limited. Register by May 9th. • ITW • Working on dates for a factory training event in Baltimore, focusing on the Vulcan, Wolf, and Berkel brands

8. 2014 August Workshop • 11 one hour sessions – will be recorded on video, with the video links on the website available for viewing and downloading by NAFED members • Vendors will provide 45 minutes or so of product training on products in their category such as hoods, refrigeration, ice machines, etc., and then will spend their last 10 minutes or so reviewing why you should buy their brand • 34 twenty minute sessions

9. 2013 Dealer Awards • Dealer of the Year • Outstanding Achiever • Sales Growth Achiever • Membership Milestones

10. 2013 Scholarship Awards • Cody Collins • Factory Direct • Margaret Boone– Runner Up • B & J

11. Vendor Program Updates (changes made since Nov conference) • Elkay – agreed to an additional “stretch” tier for 5% at $1.5M in group volume. Does not show on face of agreement, but is calling this an ‘advertising allowance’ and will then pay out 100% of the ‘allowance’ if we hit the target. Keeping numbers off program to protect competitive interests

12. Vendor Program Updates (changes made since Nov conference) • Manitowoc group – simplified program. Made the ‘lead line’ points guaranteed, and replaced the functional points with quarterly incentives.

13. Vendor Program Updates (changes made since Nov conference) • DWL Winco – Adjusted Group Targets and removed the middle level, added individual targets, and increased individual growth by 1

14. Vendor Program Updates (changes made since Nov conference) • Taylor – Simplified the individual growth incentive, added 2 quarterly points on scales

15. Vendor Program Updates (changes made since Nov conference) • Turbo Air – Added 4 Group Volume target points and a private label / quantity discount program

16. Vendor Program Updates (changes made since Nov conference) • Tuxton China – reversed the proposed negative changes and rolled over the 2013 program

17. Vendor Program Updates (changes made since Nov conference) • Scotsman / IceOMatic – added three individual volume points, established a minimum for group growth payouts

18. Vendor Program Updates (changes made since Nov conference) • T&S Brass – replaced the ‘incremental growth’ incentive with a growth incentive that pays back to dollar one

19. V/P Conference action item • Manitowoc’s Koolaire proposal: • Discount: 50/10/5 • Terms: 1% 15 Days Net 30 Days • Admin fee: 1% • Quarterly Rebate: 6% Guaranteed • Volume will count towards Manitowoc Ice volume rebate thresholds, but will not actually be rebatable • FOB Factory. Freight ppd and allowed on 3 or more pcs on a single PO shipping to a single dealer location • This proposal is not competitive – distributors in some cases have offered something like 50/10/5/8 plus the coupon rebate, which will be discontinued with this agreement.

20. V/P Conference action item • Manitowoc 2014 Q2 group promo • Incremental growth program • NAFED’s 2013 Q2 purchases were 11,891,374 • Our “target” for 2ndQtr ‘14 is $14,346,000 • Reach 15,063,000 in Q2 and earn 10% incremental • Reach 15,439,000 in Q2 and earn 14% incremental • Reach 16,067,000 in Q2 and earn 16% incremental • Incremental rebate is paid on the difference between 14,346,000 and the amount purchased, once the targets above are reached

21. New Vendors • Please take time to welcome the following new vendors to the group as you visit with them during the conference: • RATIONAL USA • Univex • New Age • Lagasse / Sweet • H Park Seating

22. Board of Directors Election • Tier 3 – one seat, one candidate • Tessa Caldarella

23. Board of Directors Election • Tier 2 – two seats, three candidates • Don Ball, John Cipriani, Dan Hawk

24. Board of Directors Election • Tier 1 – four seats, four candidates • Greg Alack, Patricia Bible, Jameel Burkett, Stephen Kingston

25. Board of Directors Election • Ratify Tier 1 and 3 candidates • Tier Two • Candidates may address Tier. Tier may briefly question candidates • Each dealer receives one ballot and must mark two choices • Corporate staff will count ballots w/ assistance from one dealer representative outside of Tier Two