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RCL Foods — Section 60 special resolution

Notice was given that the board of directors of the company (“Board”) has resolved to submit a special resolution to be considered and voted on in writing by the shareholders of the company (“Shareholders”) in terms of section 60 of the Companies Act, in connection with the provision of financial assistance by RCL Foods:

*to any person for the purpose of, or in connection with, the subscription for any option, or any securities, issued or to be issued by RCL Foods, or any related or inter-related company, or for the purchase of any securities of RCL Foods, or any related or inter-related company; and/or

*to a director or prescribed officer of RCL Foods or of a related or inter-related company, or to a related or inter-related company or corporation, or to a member of a related or inter- related corporation, or to a person related to any such company, corporation, director, prescribed officer or member, (the “Special Resolution”).



Rationale

Foodcorp (Pty) Ltd., being an indirect, wholly owned subsidiary of RCL Foods, intends to refinance its indebtedness (which will include a redemption of its EUR351 000 000 8.75% Senior Secured Notes due 2018 (“Notes”)) on 11 April 2014, inter alia by way of (i) a ZAR4 500 000 000 secured bridge facility (“Bridge Facility”) and (ii) a secured general banking facility up to ZAR1 000 000 000 (“General Facility”).



In order to secure the Bridge Facility and the General Facility, RCL Foods is required to inter alia guarantee the obligations under the aforementioned facilities and to provide security in the form of inter alia, a pledge of the shares held by it in its subsidiaries (collectively, the “Security”). The giving of the Security constitutes the provision of financial assistance within the ambit of sections 44 and 45 of the Companies Act.



In the circumstances, in order to enable the Board to authorise the provision of the Security for purposes of inter alia securing the Bridge Facility and the General Facility and to in future authorise the provision of financial assistance to group companies, the Special Resolution is being submitted to Shareholders for consideration. The Special Resolution will be valid for a period of 2 years from the date of its adoption.



In terms of section 60 of the Companies Act, a resolution that could be voted on at a shareholders’ meeting may instead be submitted for consideration to the Shareholders to be voted on in writing by Shareholders within 20 (twenty) business days after the resolution was submitted to them. So as to avoid the need for convening a general meeting of Shareholders, the Board has resolved to propose that the Shareholders consider and, if deemed appropriate, approve the Special Resolution by written consent in terms of section 60 of the Companies Act. Salient dates and times:

* Record date to determine which Shareholders are entitled to receive the notice of the Special Resolution (“Notice”) on Friday, 7 March 2014

*Last day to trade in shares in RCL Foods (“RCL Foods Shares”) in order to be recorded in the share register in order to vote on the Special Resolution on Thursday, 13 March 2014

*Notice posted to Shareholders on or about Friday, 14 March 2014

*Record date to be entitled to vote on the Special Resolution on Thursday, 20 March 2014

*In respect of holders of dematerialised RCL Foods Shares, last day to vote on the Special Resolution by 17:00 on Tuesday, 22 April 2014

*In respect of holders of certificated RCL Foods Shares, last day to return forms of consent in respect of the Special Resolution to the company”s transfer secretary by 13:30 on Tuesday, 22 April 2014

*Results of the voting to be published on SENS — The business day on which the Special Resolution has been adopted

*Posting of statement describing the results of the vote — Within 10 (ten) business days after the adoption of the Special Resolution



Documentation

The Notice incorporating the Special Resolution and a form of consent for use by holders of certificated holders of RCL Foods Shares and holders of dematerialised RCL Foods Shares with “own name” registration only, will be posted to Shareholders on 14 March 2014. It will also be available on the company”s website www.rclfoods.com from 14 March 2014 until 22 April 2014.