COUNTRY BIRD HOLDINGS LIMITED Circular to CBH Limited ... · 5/24/2013 · to CBH Limited Attorneys to CBH Limited Independent reporting accountant and auditor to CBH Limited Date

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The defi nitions commencing on page 3 of this circular apply mutatis mutandis throughout this circular, including this cover page.

If you are in any doubt as to the action you should take, please consult your stockbroker, CSDP, banker, accountant, legal advisor or other professional advisor immediately.

Action required by a shareholder

1. If you have disposed of all your ordinary shares in CBH Limited this circular should be handed to the purchaser of such shares or the stockbroker, CSDP, banker or other agent through whom such disposal was effected.

2. A general meeting of shareholders of CBH Limited will take place at CBH Limited, Ground Floor, 8 Melville Road, Illovo, Johannesburg, at 14:00 on Monday, 24 June 2013, or at any other adjourned or postponed time and date determined in accordance with the provisions of the Companies Act (as read with the Listings Requirements) for shareholders to vote on the proposed transaction.

3. If you are a certifi cated shareholder or an own-name dematerialised shareholder and are unable to attend the general meeting and wish to be represented thereat you must complete and return the attached form of proxy for certifi cated ordinary shareholders and own-name dematerialised ordinary shareholders to the transfer secretaries, to be received by no later than Thursday, 20 June 2013 at 14:00. Any form of proxy not handed by this time must be handed to the chairman of the general meeting immediately before the appointed proxy exercises any of the shareholder rights at the general meeting.

4. CBH Limited shareholders who have dematerialised their shares through a CSDP or broker, other than those shareholders with own-name registration, and who wish to attend the general meeting of shareholders, must request their CSDP or broker to provide them with the necessary letter of representation to attend the general meeting of shareholders or must instruct their CSDP or broker to vote by proxy on their behalf in terms of the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

COUNTRY BIRD HOLDINGS LIMITEDIncorporated in the Republic of South Africa

(Registration number 1946/020415/06)Share code: CBH ISIN: ZAE000094835

(“CBH Limited” or “the Company”)

Circular to CBH Limited ordinary shareholders regarding

• the granting and approval of a specifi c authority for CBH Limited directors to allot and issue up to a maximum of 45 250 000 ordinary shares to IFC in terms of the convertible loan agreement;

• the approval of the provision of fi nancial assistance in terms of section 44 of the Companies Act; and

• the approval of the amendments to the Memorandum of Incorporation of CBH Limited;

and incorporating

• a notice convening a meeting of CBH Limited shareholders; and

• a form of proxy to be used by certifi cated and own-name dematerialised shareholders only.

Investment bank and sponsor to CBH Limited Attorneys to CBH Limited

Independent reporting accountant and auditor to CBH Limited

Date of issue: 24 May 2013This circular is available in English only and will be distributed to all certifi cated shareholders and to those dematerialised benefi cial shareholders of CBH Limited who have elected to receive such documents. Copies hereof may be obtained from the registered offi ce of the Company and the transfer secretaries, Computershare Investor Services (Proprietary) Limited, the addresses of which appear in the “Corporate information and advisors” section of this circular from 24 May 2013 until 24 June 2013.

CORPORATE INFORMATION AND ADVISORS

Secretary and registered offi ce

Maria Antunes

Country Bird Holdings Limited8 Melville RoadIllovo, Johannesburg2196(PO Box 412523, Craighall, 2024, South Africa)

Investment bank and sponsor

Investec Bank Limited100 Grayston DriveSandownSandton2196(PO Box 758700, Sandton, 2146)

Attorneys

Fluxmans Inc.11 Biermann AvenueRosebank, JohannesburgDocex 54, Johannesburg(Private Bag X41, Saxonwold, 2132)

Date of incorporation and conversion to a public company

23 March 2005 and 3 May 2007

Place of incorporation

Republic of South Africa

Transfer secretaries

Computershare Investor Services (Proprietary) Limited70 Marshall StreetJohannesburg2001(PO Box 61051, Marshalltown, 2107, South Africa)

Independent reporting accountants

PricewaterhouseCoopers Inc.61 Second AvenueWestdeneBloemfontein9301Free StateSouth Africa

1

TABLE OF CONTENTS

The defi nitions contained on pages 3 to 5 of this circular apply mutatis mutandis to the following table of contents:

Page

Corporate information and advisors Inside front cover

Salient dates and times 2

Defi nitions 3

Actions required by shareholders 6

Circular to shareholders

1. Introduction and purpose of this circular 7

2. Use of proceeds and rationale 7

3. Salient features of the convertible loan 7

4. Pro forma fi nancial effects of the proposed transaction 9

5. General information 10

5.1 Description of the business 10

5.2 Share capital 10

5.3 Litigation statement 11

5.4 Corporate Governance 11

5.5 Restrictive funding. arrangement 11

6. Estimated expenses 11

7. Directors’ responsibility statement 11

8 Opinions and recommendations 11

9. Notice of general meeting 11

10. Consents 1 2

11. Conditions precedent 12

12. Documents available for inspection 12

Annexure 1 Pro forma condensed consolidated fi nancial information 13

Annexure 2 Independent reporting accountants’ assurance report 15

Annexure 3 Share price history 17

Annexure 4 Information on directors 19

Annexure 5 Corporate Governance 21

Annexure 6 Restrictive funding arrangement 31

Notice of general meeting of shareholders 40

Form of proxy Attached

2

SALIENT DATES AND TIMES

2013

Record date for the distribution of the circular on Friday, 17 May

Circular and notice of general meeting posted to shareholders on Monday, 27 May

Last day to trade to determine which shareholders may participate in and vote at the general meeting on

Friday, 7 June

Record date to determine which shareholders are eligible to participate in and vote at the general meeting on

Friday, 14 June

Last day for lodging forms of proxy for general meeting by 14:00 on (see notes 3 and 4 below)

Thursday, 20 June

General meeting of shareholders at 14:00 on Monday, 24 June

Announcement of results of general meeting released on SENS on Monday, 24 June

Announcement of results of general meeting published in the press on Tuesday, 25 June

Notes:

1. Any change to the above dates and times will, subject to the approval of the JSE, be communicated to shareholders by notifi cation on SENS.

2. All times given in this circular are South African local times.

3. Any form of proxy not handed by this time must be handed to the chairman of the general meeting immediately before the appointed proxy exercises any of the shareholder rights at the general meeting.

4. If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general meeting will remain valid in respect of any adjournment or postponement of the general meeting.

3

DEFINITIONS

Throughout this circular and the annexures hereto, unless the context indicates otherwise, the words in the fi rst column shall have the meanings assigned to them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other gender, references to a natural person includes a juristic person and association of persons and vice versa:

“board” board of directors of CBH Limited, whose names appear on page 7 of this circular;

“broker” any person registered as a “broking member (equities)” in terms of the Rules of the JSE and in accordance with the provisions of the Securities Services Act;

“business day” any day other than a Saturday, Sunday or official public holiday in South Africa;

“business hours” between 08:00 and 17:00 on business days;

“CBH Limited” or “the Company” Country Bird Holdings Limited (Registration number 1946/020415/06), a public company incorporated in accordance with the laws of South Africa, the ordinary shares of which are listed on the stock exchange operated by the JSE;

“certificated shareholders” shareholders who hold certificated shares;

“certificated shares” shares that have not been dematerialised, title to which is represented by a physical document of title;

“circular” this document, dated 24 May 2013, including the annexures hereto, the notice convening the general meeting and the form of proxy attached hereto;

“Companies Act” the Companies Act (Act 71 of 2008), as amended or replaced;

“conversion option” IFC’s right, embodied in the convertible loan agreement, to call upon CBH Limited to allot and issue such number of ordinary shares determined in accordance with the following formula:

(a) the Rand equivalent of the principal amount of the convertible loan being converted at the discretion of IFC (determined by reference to the exchange rate, provided that such amount shall not be less than the Rand equivalent of US$5 million);

divided by:

(b) the conversion price;

at the conversion price (up to a maximum of 45 250 000 ordinary shares) on the basis that such conversion price will be set-off against a corresponding portion of the convertible loan;

“conversion option period” the period commencing on the date on which the convertible loan is disbursed under the convertible loan agreement and terminating on the date falling 30 (thirty) months from such disbursement date;

“conversion price” R4,90 (four Rand and ninety cents) per ordinary share;

“convertible loan” a convertible loan in the amount of US$25 million;

“convertible loan agreement” the convertible loan agreement entered into between CBH Limited and IFC in terms of which: (i) IFC has agreed, subject to the terms and conditions contained therein, to lend to CBH Limited the convertible loan and (ii) IFC is granted the conversion option;

4

“CSDP” Central Securities Depository Participant, being a participant as defined in section 1 of the Securities Services Act;

“dematerialisation” process by which certificated shares are converted or held in electronic form as uncertificated ordinary shares and recorded in the sub-register of ordinary shareholders maintained by a CSDP;

“dematerialised shareholders” shareholders who hold dematerialised shares;

“dematerialised shares” shares that have been dematerialised in accordance with Strate and which shareholding is recorded electronically;

“directors” the directors of the Company from time to time;

“exchange rate” means R8,869 to US$1 (eight comma eight six nine Rand to one Dollar) as at Friday, 22 February 2013;

“form of proxy” or “proxy form” form of proxy attached to and forming part of this circular;

“general meeting” general meeting of shareholders to be held at CBH Limited, Ground Floor, 8 Melville Road, Illovo, Johannesburg, at 14:00 on Monday, 24 June 2013 or at any other adjourned or postponed time and date determined in accordance with the provisions of section 64(4) or 64(11)(a)(i) of the Companies Act (as read with the Listings Requirements), for the purpose of considering, and if deemed fit, passing the ordinary and special resolutions contained in the notice of general meeting;

“IFC” International Finance Corporation, an international organisation established by articles of agreement among its member countries include South Africa;

“JSE” JSE Limited (Registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa, which is licensed to operate as an exchange under the Securities Services Act;

“last practicable date” Friday, 24 May 2013, being the last practicable date prior to the finalisation of this circular;

“Libor” means the British Bankers’ Association (“BBA”) interbank offered rates for deposits in the loan currency which appear on the relevant page of the Telerate Service (currently page 3750) or, if not available, on the relevant pages of any other service (such as Reuters Service or Bloomberg Financial Markets Service) that displays such BBA rates;

“Listings Requirements” Listings Requirements of the JSE, as amended;

“loan currency” Dollars and “US$” being the lawful currency of the United States of America;

“notice of general meeting” the notice convening the general meeting, attached to and forming part of this circular;

“ordinary shareholders” or “shareholders” holders of ordinary shares;

“ordinary shares” or “shares” ordinary shares of 1,00 cent each in the share capital of CBH Limited;

“own-name dematerialised shareholders” dematerialised shareholders who have instructed their CSDP to hold their dematerialised shares in their own-name on the sub-register;

“policy agreement” the policy agreement to be entered into between CBH Limited, Synapp International Limited and IFC in terms of which CBH Limited and Synapp International Limited are required adhere to specific requirements and provisions;

“the proposed transaction” the proposed lending transaction between CBH Limited and IFC embodied in the convertible loan agreement which embraces the conversion option, in favour of IFC, which if exercised involves a specific issue of shares;

“Rand” or “R” the lawful currency of South Africa;

5

“register” register of ordinary shareholders, including all sub-registers;

“Securities Services Act” Securities Services Act, 2004 (Act 36 of 2004), as amended or replaced;

“SENS” Securities Exchange News Service of the JSE;

“Share Equivalents” means preferred shares, bonds, loans, warrants, options or other similar instruments or securities which are convertible into or exercisable or exchangeable for, or which carry a right to subscribe for or purchase, shares or any instrument or certificate representing a beneficial ownership interest in shares, including global depositary receipts or American Depositary Receipts;

“share retention agreement” the share retention agreement entered into between, inter alia, CBH Limited, Synapp International Limited and IFC;

“South Africa” Republic of South Africa;

“specific issue” the specific allotment and issue by CBH Limited of shares to IFC, at the conversion price, upon exercise of the conversion option by IFC, which issue is regarded as a specific allotment and issue of shares by CBH Limited for the purposes of the Listings Requirements;

“Strate” Strate Limited (Registration number 1998/022242/06), a public company incorporated in accordance with the laws of South Africa, which is a registered central securities depository in terms of the Securities Services Act;

“sub-register” list of ordinary shareholders maintained by a CSDP and forming part of the register;

“Synapp International Limited” Synapp International Limited (Registration number 403737), a British Virgin Island business company organised and existing under the laws of the territory of the British Virgin Island; and

“transfer secretaries” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company incorporated in accordance with the laws of South Africa and who are the transfer secretaries of CBH Limited.

6

ACTIONS REQUIRED BY SHAREHOLDERS

If you are in any doubt as to what action to take, please consult your accountant, banker, broker, CSDP, legal advisor or other professional advisor immediately.

This circular contains information relating to the ordinary and special resolutions as detailed in the notice of general meeting. You should carefully read through this circular and decide how you wish to vote on such resolutions to be proposed at the general meeting.

The general meeting will be held at CBH Limited, Ground Floor, 8 Melville Road, Illovo, Johannesburg, at 14:00 on Monday, 24 June 2013 or at any other adjourned or postponed time and date determined in accordance with the provisions of the Companies Act (as read with the Listings Requirements), to consider and, if deemed fi t, approve the requisite ordinary or special resolution.

ACTION REQUIRED BY CERTIFICATED SHAREHOLDERS AND “OWN-NAME” DEMATERIALISED SHAREHOLDERS

Certifi cated shareholders and “own-name” dematerialised shareholders may attend, speak and vote at the general meeting in person (or if the certifi cated shareholder or “own-name” dematerialised shareholder is a company or other body corporate, be represented by a duly authorised natural person).

A form of proxy is attached for the convenience of certifi cated shareholders and “own-name” dematerialised shareholders who are unable to attend the general meeting, but who wish to be represented thereat. In order to ensure validity, duly completed forms of proxy must either be returned to: (a) the transfer secretaries, so as to reach them by no later than 14:00 on Thursday, 20 June 2013; or (b) the chairman of the general meeting so as to reach the chairman at any time immediately before the appointed proxy exercises any of the shareholder rights at the general meeting.

ACTION REQUIRED BY DEMATERIALISED SHAREHOLDERS, OTHER THAN THOSE WITH “OWN-NAME” REGISTRATION

The broker or CSDP, as the case may be, of dematerialised shareholders, other than those with “own-name” registration, should contact such dematerialised shareholders to ascertain how they wish their votes to be cast at the general meeting and thereafter cast their votes in accordance with their instructions. If dematerialised shareholders have not been contacted, it is recommended that they contact their broker or CSDP, as the case may be, to advise them as to how they wish their votes to be cast.

Dematerialised shareholders, other than those with “own-name” registration, who wish to attend the general meeting, must request a letter of representation from their broker or CSDP, as the case may be, but must not complete the attached form of proxy.

CBH Limited does not accept any responsibility and will not be held liable for any failure on the part of the broker or CSDP (as the case may be) of a dematerialised shareholder to notify such dematerialised shareholder of the details of this circular.

7


(Registration number 1946/020415/06)Share code: CBH ISIN: ZAE000094835(“CBH Limited” or “the Company”)

Directors of CBH Limited

Executive Non-executive

JD Wright (Chief Executive Offi cer) BH Kent (Chairman)#

MB le Roux (Chief Financial Offi cer) R Gibbison#

KW James IWM Isdale#

CD Stein#

GP Heath

# Independent

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR

Shareholders are referred to the announcements released by CBH Limited on SENS on 22 February 2013, 15 March 2013 and 27 May 2013 , regarding the proposed transaction.

The purpose of this circular is to provide information to shareholders to enable them to make an informed decision as to whether or not they should vote in favour of the ordinary and special resolutions to be proposed at the general meeting.

A general meeting has been convened in terms of the notice of general meeting, for Monday, 24 June 2013 at 14:00 or at any other adjourned or postponed time and date determined in accordance with the provisions of the Companies Act (as read with the Listings Requirements), at which shareholders can consider and vote on such resolutions required to implement the proposed transaction.

2. USE OF PROCEEDS AND RATIONALE

CBH Limited selected IFC as its strategic partner in its African protein growth plans. IFC will provide CBH Limited with its technical expertise, global knowledge of the industry and markets, as well as experience gained from other integrated poultry projects, which are valuable resources to CBH Limited. IFC further supports CBH Limited’s long-term regional project scope with tailor-made fi nancing by IFC which will further CBH Limited with resource effi ciency management programmes. The proposed funding will be utilised to:

• increase chick production in Zambia and Botswana;

• expand the feedmill capacity in Zambia;

• increase broiler meat processing capacity;

• construct soya bean deactivation plants at two of its feedmills.

3. SALIENT FEATURES OF THE CONVERTIBLE LOAN

The salient features of the convertible loan are as follows:

Borrower: CBH Limited

Underlying shares: up to 45 250 000 ordinary shares

Principal amount: US$25 million

8

Repayment terms: fi ve equal consecutive semi-annual instalments of principal with the fi rst such instalment being paid on the fi rst interest payment date to occur after 30 April 2016 and the last instalment being paid on the fi fth interest payment date to occur after 30 April 2018.

Interest payment dates: 15 June and 15 December in each year.

Interest rate: variable rate of 3,0% per annum above six-month LIBOR rate during the conversion option period. At the end of the conversion option period, the interest rate shall increase to a variable rate of 4,5% per annum above six-month LIBOR.

Default rate: 2,0% per annum above the applicable interest rate.

Conversion option feature: i. conversion option: at any time and from time to time during the conversion option period, IFC, at its sole discretion, will have the right to call upon CBH Limited to issue such number of ordinary shares determined in accordance with the following formula: (a) the Rand equivalent of the principal amount of the convertible loan being converted at the discretion of IFC (determined by reference to the exchange rate provided that such amount shall not be less than the Rand equivalent of US$5 million) divided by (b) the conversion price;

ii. the rights of IFC in relation to the conversion option can be exercised: (a) at any time and on multiple occasions during the conversion option period; and (b) only at the sole discretion of IFC;

iii. the maximum number of ordinary shares that may be issued as a result of IFC exercising the conversion option during the conversion option period shall not exceed (in aggregate) 45 250 000 ordinary shares; and

iv. upon allotment and issue of ordinary shares to IFC as a specifi c issue of shares for cash, an applicable amount of the principal amount of the convertible loan (calculated with reference to the exchange rate) shall be deemed to have been set-off against the conversion price multiplied by the number of ordinary shares to be allotted and issued to IFC.

Voluntary pre-payment: the convertible loan may not be repaid during the conversion option period. After the expiry of the conversion option period, the convertible loan may be pre-paid in whole or in part but, if in part, being an amount that reduces the outstanding amount of the convertible loan by a minimum amount of the Rand equivalent of US$1 million.

the pre-payment premium shall be charged in respect of any voluntary pre-payment. The pre-payment premium is 1,5% for the six months after the end of the conversion option period and 1,0% for the year thereafter.

Fees: a commitment fee, at the rate of 0,5% per annum on the loan, which is applicable from the signature date to the disbursement date, a front-end fee of US$250 000 and a portfolio supervision fee of US$10 000 per annum.

Financial assistance: the Company is applying to obtain authority, in terms of: section 44(3) of the Companies Act to provide fi nancial assistance to IFC by way of (i) giving certain representations and warranties to IFC in relation to itself and its subsidiaries, as detailed in the convertible loan agreement and (ii) the payment of a portion of the fees, costs and expenses incurred by IFC’s counsel in South Africa up to R150 000 (one hundred and fi fty thousand Rand) and portion of the fees, costs and expenses incurred by IFC’s counsel in the British Virgin Islands, Botswana, Seychelles and Zambia up to US$20 000 (twenty thousand Dollars), to facilitate the subscription by IFC of up to 45 250 000 ordinary shares in the Company at a price of R4,90 per ordinary share, on the basis that the board of directors of the Company is satisfi ed that the requirements of section 44(3)(b) are met and accordingly pass a resolution to this effect. The fi nancial effects are included in the pro forma fi nancial effects of the proposed transaction.

Please also refer to the pro forma fi nancial effects.

The convertible loan is equity-settled at the discretion of the IFC during the conversion option period and post this period it is a cash-settled loan.

9

Shareholders will be requested to approve the specifi c authority for CBH Limited directors to allot and issue a maximum of 45 250 000 ordinary shares to IFC at the conversion price, on the basis that the conversion price multiplied by the number of ordinary shares to be allotted and issued to IFC will be set-off against a corresponding portion of the convertible loan outstanding.

4. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED TRANSACTION

The table below sets out the pro forma fi nancial effects of the proposed transaction on the published unaudited results for CBH Limited for the six months ended 31 December 2012:

For the six months ended 31 December 2012Before1

(cents)After

(cents)Change

(%)

NAV 2 272,13 271,91 (0,08)TNAV 2 219,33 219,10 (0,10)

Number of CBH Limited shares in issue (millions) 202,44 202,44 –

The NAV and TNAV calculated for purposes of the circular are based on equity attributable to owners of the parent. NAV and TNAV were based on total equity for purposes of the published unaudited group results of CBH Limited for the six months ended 31 December 2012.

Notes and assumptions:

The pro forma fi nancial effects, which are the responsibility of the directors of CBH Limited, have been prepared for illustrative purposes only and because of their nature may not fairly present CBH Limited’s fi nancial position, changes in equity, results of operations or cash fl ows, nor the effect and impact of the proposed transaction going forward. The pro forma fi nancial effects have been compiled on a basis consistent with the accounting policies of CBH Limited as at 31 December 2012.

1. Extracted from the published unaudited group results of CBH Limited for the six months ended 31 December 2012.

2. The effects on net asset value per share and net tangible asset value per share are based on the following assumptions:

(a) The proposed transaction was effective 31 December 2012.

(b) A R/US$ exchange rate of US$1 = R8,869, being the prevailing exchange rate at 08:00 on Friday, 22 February 2013.

(c) On initial recognition, the convertible loan will be measured as the difference between the notional value of the convertible loan, being US$25 million, and the fair value of the conversion option in terms of IFRS using a Cox Ross Rubenstein binomial tree methodology. For purposes of the pro forma fi nancial effects, the convertible loan is recognised as a fi nancial liability at an assumed fair value of R199,5 million (US$22,5 million converted at US$1 = R8,869) after capitalising transaction costs, namely a front end fee of 1%, and estimated legal costs of R327 000 settled in cash, together with a derivative fi nancial liability to account for the conversion option at an assumed fair value of R19,6 million (US$2,2 million converted at US$1 = R8,869).

(d) The assumptions underlying the above fair value calculations based on the latest practical date prior to the announcement of the proposed transaction on 22 February 2013 are as follows:

(i) the spot price of CBH Limited shares of R3,50;

(ii) volatility of 41,51%;

(iii) dividend yield of 2,9%; and

(iv) inferred credit spread of 6,67% over LIBOR of 0,46% resulting in an effective interest rate of 7,13%.

On the initial recognition of the fi nancial liability, derivative fi nancial liability and the corresponding amount in cash and cash equivalents, no gain or loss is recognised for purposes of the pro forma fi nancial effects and therefore there is no impact on NAV or TNAV, except for other estimated expenses of R454 000 (per paragraph 6 below) that are expensed and not capitalised as part of the fi nancial liability.

(e) Costs associated with the issue of shares should IFC exercise their option to convert all or a part of the principal amount into CBH shares, will be borne by CBH. No fi nancial effect is currently illustrated as the option to convert is uncertain. The expected cost will be approximately 0,25% of the value of the share issue.

3. No effect on earnings, diluted earnings, headline earnings and diluted headline earnings per share is illustrated as:

(a) The return on the investment in increasing production and capacity, as detailed above, is uncertain and consequently not factually supportable. However, CBH Limited is targeting a minimum average internal rate of return on the investment projects of 20%.

(b) The timing of the application of the proceeds of the proposed transaction is currently uncertain and the total proceeds of US$25 million less initial costs will initially be placed within existing short-term debt facilities until drawn down over a period of time for purposes of the proposed expansion capital expenditure. Consequently, potential interest savings is uncertain and therefore not factually supportable.

4. The accounting effect of the proposed transaction on earnings, diluted earnings headline earnings and diluted headline earnings per share is as follows:

(a) The convertible loan will be initially recognised at fair value (refer above) and thereafter at amortised cost.

(b) Exchange differences arising on translation of the convertible loan outstanding at each reporting date to the closing exchange rate will be charged to income.

(c) Finance costs on the convertible loan will be charged on an annual basis to income. Illustrative interest costs to be charged to income for the fi rst six-month period, assuming an effective interest rate of 7,13% (before tax), total R5,3 million (US$0,6 million converted at US$1 = R8,869) after tax.

(d) Other expenses are estimated at R454 000 (per paragraph 6 below) that are expensed and not capitalised as part of the fi nancial liability. These expenses are settled in cash.

10

(e) The conversion option will be initially recognised at fair value (refer above) and re-measured at each reporting date, with movements in fair value being recognised within income.

(f) Exchange differences arising from translating the fair value of the conversion option to the closing rate will be charged to income.

(g) All the above accounting effects of the convertible loan and the conversion option remain within headline earnings per share.

(h) The conversion of the entire convertible loan would result in the issue of 45 250 000 new shares, equating to a 22,35% increase in the current number of shares in issue. The full effect of this issue of new shares will impact the calculation of diluted earnings per share from inception of the conversion option period in accordance with the loan agreement and NAV and TNAV per share upon exercise of the option to convert.

The pro forma condensed consolidated statement of fi nancial position is presented in Annexure 1 to this circular.

The pro forma fi nancial effects should be read in conjunction with the independent reporting accountants’ assurance report thereon as presented in Annexure 2.

5. GENERAL INFORMATION

5.1 Description of the business

CBH Limited is an agricultural group comprising:• integrated poultry and stock feed business operations in South Africa trading as Supreme Poultry and

Nutri Feeds;• poultry breeding, broiler and stock feed business operations in the southern Africa region trading as Ross Africa

and Master Farmer;• a South African red meat trading operation trading as Long Iron Meats; and• operations in Botswana, the DRC, Malawi, Mozambique, Namibia, South Africa, Zimbabwe and Zambia.

Supreme Poultry is CBH Limited’s poultry operation, and the third-largest poultry producer in South Africa. It provides a broad range of fresh and frozen products to the retail, wholesale and quick service restaurant (QSR) sectors in South Africa and a number of African countries. Supreme Poultry also has its own network of retail outlets. Supreme Poultry produces a variety of chicken products under various brands including the Supreme, Ama Chick Chick, AgriChicks and Garden Gate ranges. In addition, house brands are supplied to Shoprite and Pick n Pay. KFC is Supreme Poultry’s largest customer in the QSR sector.

Nutri Feeds comprises feed mills at Viljoenskroon (with a monthly capacity of 24 000 tons), Bloemfontein (with a capacity of 6 000 tonnes per month) and Mafi keng (a capacity of 8 000 tonnes per month). Nutri Feeds produces a complete range of animal feed products for broiler, beef, dairy, sheep, swine and animal licks. These products are distributed through 280 outlets in South Africa and exported to Botswana, Lesotho and Namibia. The Company also provides high-level expertise in animal nutrition to the industry.

The African division comprises a grandparent/parent breeding operation and stock feed mill in Zambia and a parent breeding operation, broiler farm and feed mill situated in Botswana. Ross Zambia has a 40% market share in the Zambia day-old chick market . A distribution centre is also located in Namibia. An Ama Chick Chick factory outlet has been opened in Maputo, Mozambique, after year-end. CBH Limited’s KFC franchise in Zimbabwe is expected to commence business in the next six months.

The beef division trades under Long Iron Meats brand. Carcasses are bought and deboned based on demand and pricing.

5.2 Share capital

The authorised and issued share capital of CBH Limited on the last practicable date is set out below:

Title of class of share

Nominal value

per shareNumber of shares

Amount (R’000)

Authorised share capitalOrdinary shares 1,00 cents 300 000 000 3 000

Issued share capital before conversion of the loanOrdinary shares 1,00 cents 202 443 918 2 024

Issued share capital after conversion of the loanOrdinary shares 1,00 cents 247 693 918 2 477

As at the last practicable date, no ordinary shares were held as treasury shares. In the last three years, there has only been one issue of 374 605 shares at a premium of R5,00 per share, authorised on 2 October 2012.

11

5.3 Litigation statement

The directors, whose names appear on page 7 of this circular and to which the notice of general meeting forms part, are not aware of any legal or arbitration proceedings that are pending or threatened that may have or had in the recent past, being at least the previous 12 (twelve) months, a material effect on the CBH Group’s fi nancial position.

5.4 Corporate Governance

Shareholders are referred to CBH Limited’s Corporate Governance report which appears on pages 21 to 30 of the Integrated Annual Report for the fi nancial year ended 30 June 2012 and as included in Annexure 5, which is also available for inspection and on CBH Limited’s website: www.cbhltd.co.za. Any areas of non-compliance in respect of Corporate Governance as detailed in the JSE Guidance Note dated, 31 January 2013, will be addressed in the Annual Report for the year ending 30 June 2013.

5.5 Restrictive funding arrangement

Detailed in Annexure 6 on page 31, are the restrictive funding arrangements as extracted from the convertible loan agreement. Proposed amendments to CBH Limited’s MOI are detailed in Special Resolution No. 2 in the Notice of General Meeting of Shareholders.

6. ESTIMATED EXPENSES

The estimated expenses of the proposed transaction, excluding value-added tax, are set out in the table below:

Expense Payable to R’000

JSE documentation fees JSE 12Investment bank and sponsor Investec Bank Limited 100Auditors PricewaterhouseCoopers Inc. 170Legal Fluxmans Attorneys 65Administrative and printing Ince 107

Estimated total 454

7. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are set out on page 7 of this circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no other facts the omission of which, would make any statement false or misleading and that they have made all reasonable enquiries to ascertain such facts have been made and that this circular contains all the information required by law and the Listings Requirements.

8. OPINIONS AND RECOMMENDATIONS

The board has considered the terms and conditions of the proposed transaction and is of the unanimous opinion that the terms and conditions thereof are fair to shareholders and accordingly recommends that shareholders vote in favour of the ordinary and special resolutions required to implement the proposed transaction at the general meeting. The directors who hold ordinary shares in the Company intend to vote their ordinary shares in favour of such resolutions required to implement the proposed transaction.

9. NOTICE OF GENERAL MEETING

A notice convening the general meeting and a form of proxy for use by certifi cated shareholders and own-name dematerialised shareholders only are attached to and form part of this circular.

The general meeting will be held on Monday, 24 June 2013 at 14:00 or at any other adjourned or postponed time and date determined in accordance with the provisions of the Companies Act (as read with the Listings Requirements) at CBH Limited, Ground Floor, 8 Melville Road, Illovo, Johannesburg, to consider and, if deemed fi t, to pass with or without modifi cation, the ordinary and special resolutions necessary to authorise the proposed transaction.

12

10. CONSENTS

The investment bank and sponsor, the transfer secretaries and the legal advisor to CBH Limited have all provided their written consents to their names being published in this circular and have not withdrawn their consents prior to the publication of this circular.

The independent reporting accountants have provided their written consent to their name and report being included in this circular in the form and context in which it appears and have not withdrawn their consent prior to the publication of this circular.

11. CONDITIONS PRECEDENT

Due to the nature of the proposed transaction, a resolution will need to be passed at the general meeting by a minimum of 75% of shareholders of CBH Limited present in person and entitled to vote at the general meeting, voting in favour of the resolutions required to implement the proposed transaction.

The proposed transaction is subject to the fulfi lment of the conditions precedent, inter alia, that the approval by shareholders in general meeting is obtained, the granting of Exchange Control approval by the Financial Surveillance Department of the South African Reserve Bank, the fulfi lment of the conditions set out in the convertible loan agreement, policy agreement and share retention agreement and the execution of the convertible loan agreement, policy agreement and share retention agreement.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at CBH Limited’s registered offi ce during normal business hours from the date of this circular up to and including Monday, 24 June 2013:

• the Memorandum of Incorporation of CBH Limited and its subsidiaries;

• the revised Memorandum of Incorporation of CBH Limited and its subsidiaries which includes the terms of the various agreements concluded between CBH Limited and the IFC;

• the audited fi nancial statements of CBH Limited for each of the three fi nancial years ended 30 June 2012, 30 June 2011 and 30 June 2010;

• a copy of the unaudited fi nancial statements for six months ended 31 December 2012;

• signed copies of the convertible loan agreement, policy agreement and share retention agreement;

• a signed copy of this circular;

• the independent reporting accountants’ report; and

• the consent letters from the investment bank and sponsor, the transfer secretaries, the legal advisor and the independent reporting accountants.

By order of the board

Maria AntunesCompany secretary

24 May 2013

13

Annexure 1

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The pro forma condensed consolidated statement of fi nancial position below presents the effects of the proposed transaction on the published unaudited results of CBH Limited as at 31 December 2012 on the assumption that the proposed transaction was effective 31 December 2012.

The pro forma condensed consolidated fi nancial information, which is the responsibility of the directors of CBH Limited, has been prepared for illustrative purposes only and because of its nature may not fairly present CBH Limited’s fi nancial position. The pro forma fi nancial information has been compiled on a basis consistent with the accounting policies of CBH Limited as at 31 December 2012.

Pro forma condensed consolidated statement of fi nancial position

For the six months ended 31 December 2012Before1 (R’000)

Change (R’000)

After (R’000)

AssetsNon-current assets 584 875 – 584 875Property, plant and equipment 448 958 – 448 958Intangible assets 106 900 – 106 900Financial assets and other investments 673 – 673Investment in associates – – –Deferred income tax assets 28 344 – 28 344Current assets 1 102 505 (781) 1 101 724Inventories 271 653 – 271 653Biological assets 191 597 – 191 597Trade and other receivables 478 103 – 478 103Derivative financial instruments 6 610 – 6 610Current income tax receivable 1 064 – 1 064Cash and cash equivalents 2(c,d) 153 478 (781) 152 697

Total assets 1 687 380 (781) 1 686 599

EquityTotal equity 590 546 (454) 590 092Ordinary shares 2 024 – 2 024Share premium 761 103 – 761 103Other reserves 17 462 – 17 462Retained earnings 602 437 (454) 601 983Common control deficit (832 110) – (832 110)Equity attributable to owners of the parent 550 916 (454) 550 462Non-controlling interest 39 630 – 39 630LiabilitiesNon-current liabilities 360 737 219 181 579 918Borrowings 2(c) 244 060 199 545 443 605Derivative financial liability 2(c) – 19 636 19 636Employee share scheme liability 1 158 – 1 158Deferred income tax liabilities 115 519 – 115 519Current liabilities 736 097 (219 508) 516 589Trade and other payables 499 456 – 499 456Current income tax liabilities 6 163 – 6 163Borrowings 3 226 791 (219 508) 7 283Provision for other liabilities and charges 3 687 – 3 687

Total liabilities 1 096 834 (327) 1 096 507

Total equity and liabilities 1 687 380 (781) 1 686 599

14

For the six months ended 31 December 2012Before1

(cents)Change

(cents)After

(cents)

NAV 2 272.13 (0.22) 271.91TNAV 2 219.33 (0.22) 219.10

Number of CBH Limited shares in issue 202 443 918 – 202 443 918

The NAV and TNAV calculated for purposes of the circular are based on equity attributable to owners of the parent. NAV and TNAV were based on total equity for purposes of the published unaudited group results of CBH Limited for the six months ended 31 December 2012.

Notes and assumptions:

1. Extracted from the published unaudited group results of CBH Limited for the six months ended 31 December 2012.

2. The effects on net asset value per share and net tangible asset value per share are based on the following assumptions:

(a) The proposed transaction was effective 31 December 2012.

(b) A R/US$ exchange rate of US$1 = R8,869, being the prevailing exchange rate at 08:00 on Friday, 22 February 2013.

(c) On initial recognition, the convertible loan will be measured as the difference between the notional value of the convertible loan, being US$25 million, and the fair value of the conversion option in terms of IFRS using a Cox Ross Rubenstein binomial tree methodology. For purposes of the pro forma fi nancial effects, the convertible loan is recognised as a fi nancial liability at an assumed fair value of R199,5 million (US$22,5 million converted at US$1 = R8,869) after capitalising transaction costs, namely a front end fee of 1% (R2,2 million/US$250 000), and estimated legal costs of R327 000 settled in cash, together with a derivative fi nancial liability to account for the conversion option at an assumed fair value of R19,6 million (US$2,2 million converted at US$1 = R8,869).

(d) Other expenses are estimated at R454 000 (per paragraph 6 of this circular) and are not capitalised as part of the fi nancial liability and are settled in cash.

(e) The assumptions underlying the above fair value calculations based on the latest practical date prior to the announcement of the proposed transaction on 22 February 2013 are as follows:

(i) The spot price of CBH Limited shares of R3,50;

(ii) Volatility of 41.51%;

(iii) Dividend yield of 2.9%; and

(iv) Inferred credit spread of 6.67% over LIBOR of 0.46% resulting in an effective interest rate of 7.13%.

On the initial recognition of the fi nancial liability, derivative fi nancial liability and the corresponding amount in cash and cash equivalents, no gain or loss is recognised for purposes of the pro forma fi nancial effects and therefore there is no impact on NAV or TNAV, except for other estimated expenses of R454 000 (per paragraph 6 of the circular) that are expensed and not capitalised as part of the fi nancial liability.

(f) Costs associated with the issue of shares should IFC exercise their option to convert all or a part of the principal amount into CBH Limited shares, will be borne by CBH Limited. No fi nancial effect is currently illustrated as the option to convert is uncertain. The expected cost will be approximately 0,25% of the value of the share issue.

3. The timing of the application of the proceeds of the proposed transaction is currently uncertain and the total proceeds of US$25 million (R221,7 million) less initial costs US$250 000 (R2,2 million) will initially be placed within existing short term debt facilities until drawn down over a period of time for purposes of the proposed expansion capital expenditure.

15

Annexure 2

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT

“The Board of DirectorsCountry Bird Holdings Limited8 Melville RoadIllovoJohannesburg2196

21 May 2013

Dear Sirs

Independent reporting accountants’ assurance report on the compilation of pro forma fi nancial information of Country Bird Holdings Limited (“CBH Limited” or “the Company”)

Introduction

CBH Limited is issuing a circular to its shareholders (“the circular”) regarding the proposed capital raising by way of convertible debt funding from the International Finance Corporation (“IFC”) (“the proposed transaction”).

At your request and for the purposes of the circular, to be dated on or about 24 May 2013, we present our assurance report on the compilation of the pro forma fi nancial information of CBH Limited by the directors. The pro forma fi nancial information, presented in paragraph 4 and in Annexure 1 to the circular, consists of the statement of fi nancial position as at 31 December 2012 and the fi nancial effects and related notes and assumptions (“the pro forma fi nancial information”). The pro forma fi nancial information has been compiled on the basis of the applicable criteria specifi ed in the JSE Limited (“JSE”) Listings Requirements.

The pro forma fi nancial information has been compiled by the directors to illustrate the impact of the proposed transaction on the Company’s reported fi nancial position as at 31 December 2012. As part of this process, information about the Company’s fi nancial position has been extracted by the directors from the Company’s unaudited condensed consolidated interim results for the period ended 31 December 2012.

Directors’ Responsibility

The directors of CBH Limited are responsible for the compilation, contents and presentation of the pro forma fi nancial information on the basis of the applicable criteria specifi ed in the Listings Requirements and described in paragraph 4 and in Annexure 1 the circular. The directors of CBH Limited are also responsible for the fi nancial information from which it has been prepared.

Reporting Accountants’ Responsibility

Our responsibility is to express an opinion about whether the pro forma fi nancial information has been compiled, in all material respects, by the directors on the basis specifi ed in the Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (“ISAE”) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma fi nancial information has been compiled, in all material respects, on the basis specifi ed in the Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical fi nancial information used in compiling the pro forma fi nancial information, nor have we, in the course of this engagement, performed an audit or review of the fi nancial information used in compiling the pro forma fi nancial information.

As the purpose of pro forma fi nancial information included in a circular is solely to illustrate the impact of a signifi cant corporate action or event on unadjusted fi nancial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.

16

A reasonable assurance engagement to report on whether the pro forma fi nancial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma fi nancial information provides a reasonable basis for presenting the signifi cant effects directly attributable to the corporate action or event, and to obtain suffi cient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the pro forma fi nancial information refl ects the proper application of those adjustments to the unadjusted fi nancial information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of the Company, the corporate action or event in respect of which the pro forma fi nancial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the unaudited pro forma fi nancial information.

We believe that the evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma fi nancial information has been compiled, in all material respects, on the basis of the applicable criteria specifi ed by the Listings Requirements and described in paragraph 4 and in Annexure 1 to the circular.

Yours faithfully

PricewaterhouseCoopers Inc.Director: LL RossouwRegistered Auditor”

17

Annexure 3

SHARE PRICE HISTORY

The high, low and closing prices of ordinary shares on the JSE and the volumes and values traded were as follows:

DateHigh

(Rand)Low

(Rand)

Closing price

(Rand)Volume (shares)

Value traded (Rm)

Quarterly

30 June 2011 500 355 469 10 057 932 43.9530 September 2011 507 390 430 4 956 399 22.9230 December 2011 455 399 455 33 432 313 162.1830 March 2012 560 436 493 5 848 672 28.8029 June 2012 495 435 455 5 588 419 25.9528 September 2012 470 290 395 4 713 118 17.5031 December 2012 410 320 385 6 183 629 23.3029 March 2013 394 320 394 3 898 937 14.38

Monthly

30 April 2012 495 467 485 698 554 3.4031 May 2012 495 435 471 395 798 1.8829 June 2012 475 440 455 4 494 067 20.6731 July 2012 470 380 390 689 476 2.8531 August 2012 435 340 390 1 492 108 5.6228 September 2012 400 290 395 2 531 534 9.0331 October 2012 385 320 360 1 367 539 4.8930 November 2012 410 350 390 3 652 667 13.9131 December 2012 390 340 385 1 163 423 4.46631 January 2013 390 345 358 809 929 3.0428 February 2013 390 320 384 1 813 720 6.5729 March 2013 394 350 394 1 275 288 4.77

Daily

13 March 2013 365 370 370 23 930 0.0914 March 2013 367 360 367 34 590 0.1315 March 2013 375 360 375 51 500 0.1918 March 2013 385 370 380 102 759 0.3919 March 2013 385 380 385 307 668 1.1720 March 2013 390 385 390 36 260 0.1422 March 2013 390 385 389 18 000 0.0725 March 2013 390 385 390 6 911 0.0326 March 2013 388 385 385 36 100 0.1427 March 2013 390 380 390 145 142 0.5628 March 2013 394 385 394 26 689 0.10402 April 2013 395 385 390 5 151 0.0203 April 2013 400 385 400 62 800 0.2504 April 2013 400 400 400 4 250 0.0205 April 2013 390 390 390 300 0.0008 April 2013 398 385 398 1 500 0.0109 April 2013 400 385 385 225 211 0.8710 April 2013 402 385 402 79 101 0.3211 April 2013 395 385 395 5 930 0.0212 April 2013 395 385 385 131 826 0.5115 April 2013 400 380 400 10 200 0.04

18

DateHigh

(Rand)Low

(Rand)

Closing price

(Rand)Volume (shares)

Value traded (Rm)

16 April 2013 400 400 400 14 000 0.0617 April 2013 400 400 400 204 000 0.8218 April 2013 400 390 400 7 184 0.0319 April 2013 404 395 404 47 315 0.1922 April 2013 #N/A #N/A 404 – –23 April 2013 404 390 404 15 436 0.0624 April 2013 405 400 405 260 150 1.0525 April 2013 410 370 410 6 351 0.0326 April 2013 #N/A #N/A 410 – –

Source: I-Net Bridge

19

Annexure 4

INFORMATION ON DIRECTORS

Directors’ information:

Full name Age Position Appointed Business address

Executive directors

JD Wright 55 Chief Executive Officer 1 August 2008 8 Melville Road, Illovo Johannesburg, 2196

MB le Roux 47 Chief Financial Officer 15 May 2012 8 Melville Road, Illovo Johannesburg, 2196

KW James 59 Executive Director 23 March 2005 8 Melville Road, Illovo Johannesburg, 2196

Non-executive directors

BH Kent 68 Non-executive Chairman 1 January 2007 8 Melville Road, Illovo Johannesburg, 2196

R Gibbison 59 Independent Non-executive 9 February 2012 8 Melville Road, Illovo Johannesburg, 2196

IWM Isdale 63 Independent Non-executive 10 February 2010 8 Melville Road, Illovo Johannesburg, 2196

CD Stein 58 Independent Non-executive 3 March 2007 8 Melville Road, Illovo Johannesburg, 2196

GP Heath 60 Non-executive 23 March 2005 8 Melville Road, Illovo Johannesburg, 2196

Transactions with related parties and directors:

Common director/Related to director Related party

KW James (related to director) Vuvuzela Investments 7 (Pty) LimitedKW James (related to director) Arbor Acres South Africa (Pty) LimitedKW James (related to director) Buzby TrustKW James Synapp International LimitedGP Heath Synapp International LimitedGP Heath Arbor Acres South Africa (Pty) Limited

No material transactions between CBH Limited and the related parties as set out above were effected during the current or preceding fi nancial year. Loans to and from related parties are set out below:

Loans from Synapp International Limited2012

R2011

R

Opening balance (199 955 410) (256 288 331)Loans repaid during the year 170 299 297 80 043 012Interest accrued on loan account (9 255 177) (23 710 091)

Closing balance (38 911 290) (199 955 410)

20

Directors’ interest in CBH Limited share capital as at 29 March 2013:

Direct Beneficial Indirect Beneficial2012 2011 2012 2011

JD Wright 5 000 000 5 000 000 – –MB le Roux 100 000 – – –BH Kent – – – –R Gibbison – – – –GP Heath – – 16 187 074 16 187 074IWM Isdale – – – –KW James – – 129 496 589 129 496 589CD Stein – – – –

The directors have no benefi cial interest in the proposed transaction and their remuneration has not varied as a result of the proposed transaction.

21

Annexure 5

CORPORATE GOVERNANCE

The directors seek at all times to conduct business with integrity and accountability, and in line with the code of ethics incorporated in the board charter. This entails ongoing implementation of structures, policies and practices that enhance corporate governance in the group’s best interests and for the ultimate benefi t of all stakeholders.

CBH Limited subscribes to the principles of the King III Report and Code. Scope for improvement in the application of certain aspects of the King III Report and Code will again be reviewed and addressed during the course of the fi nancial year ending 30 June 2013.

The following key principles of the King III Report have not been fully implemented and will be addressed next year, if applicable:

• Independent assurance and integrity of information included in the integrated annual report has not been obtained for the current year. The Audit Committee will evaluate the need thereof in the new fi nancial year.

• The remuneration of the non-executive directors is approved by the shareholders on an annual basis. However, the remuneration policy for non-executive directors is not tabled to the shareholders for approval.

• The chairman of the board is also the chairman of the Audit Committee. Due to the chairman’s knowledge of the group, experience and knowledge of accounting and auditing, it was considered appropriate for him to remain as chairman of the Audit Committee.

• The group has not established an independent compliance function. The responsibility for compliance rests with the group company secretary, internal audit and executives who refer to legal advisors when necessary.

• A formal dispute resolution process for internal and external disputes has not been adopted. A process is however in the process of being drafted for approval in the new fi nancial year.

• The IT governance frameworks and processes are currently being enhanced to ensure full alignment with King III.

• Other signifi cant directorships of each board member have not been disclosed.

• A summarised integrated report has not been prepared.

BOARD OF DIRECTORS

The CBH Limited board consists of eight members. Of these, four directors are classifi ed as independent non-executive directors. One director is a non-executive director and three are executive directors. The board is chaired by Bryan Kent, an independent non-executive director.

The chairman is responsible for providing leadership to the board, overseeing its effi cient operation and has been tasked with ensuring effective corporate governance practices. The roles of chairman and chief executive offi cer are separate and a clear division of responsibility exists.

The chief executive offi cer, Jeff Wright, is responsible for formulating, implementing and maintaining the strategic direction of CBH Limited, as well as ensuring that the day-to-day affairs of the Company are appropriately supervised and controlled.

The board’s responsibilities include providing CBH Limited with clear strategic direction, ensuring that there is adequate succession planning at senior levels, overseeing operational performance and management, determining policies and processes which seek to ensure the integrity of CBH Limited’s risk management and internal controls, implementing and maintaining the Company’s communication policy and overseeing director selection, orientation and evaluation.

The roles and responsibilities of the board and its committees are set out in formal charters which are reviewed annually to ensure that they remain relevant.

The board retains full and effective control over the business of CBH Limited. It has defi ned levels of authority, through a written delegation of authority, which sets out the decisions the board wishes to reserve for itself. The delegation is regularly reviewed and monitored. The board is accountable for communicating appropriate risk and control policies through the group. Non-executive directors bring an independent view to the board’s decision-making.

All directors are required to comply with the requirements of King III and the Companies Act and the company secretary provides appropriate guidance in this regard. None of the independent non-executive directors have served on the board of directors for a period longer than nine years and neither are they disqualifi ed in terms of the criteria for independence as laid down by the Listings Requirements or by the King III Report.

22

All directors are required to declare, on an annual basis, any interest in a proposed transaction or arrangement with the group. In addition, all other material interests are disclosed by directors, as and when they arise.

RE-ELECTION OF DIRECTORS AND NEW APPOINTMENTS

Non-executive directors have fi xed terms of appointment and all the non-executive directors are subject to retirement and re-election by shareholders every year. The names of the directors to retire at the forthcoming annual general meeting (“AGM”) appear in the Directors’ report contained in the 2012 annual fi nancial statements and in the AGM notice bound into the integrated report.

Generally, directors have been and will be nominated based on their calibre, credibility, knowledge, experience, the benefi cial impact they are expected to exert over the Company’s affairs and the time and attention they are able to devote to their duties. The Remuneration Committee is responsible for vetting the individuals proposed for directorship and making recommendations to the full board for approval. Before nomination, appropriate background checks are performed on proposed new directors.

The board ensures that all new directors are adequately informed on CBH Limited’s business, policies and meeting dates and procedures. This is achieved through the provision of relevant information and by induction during which new directors also receive the board charter.

ATTENDANCE AT MEETINGS

The board of directors meets at least four times a year with additional meetings called if necessary or desirable. Information relevant to a meeting is supplied on a timely basis to the board ensuring directors can make reasoned decisions. The directors have unrestricted access to CBH Limited information, records, documents and management, and where appropriate, they may seek the advice of independent professionals on matters concerning the affairs of the group, at the expense of CBH Limited.

Four board meetings took place during the year under review. Details of attendance at these meetings are as follows:

Board member Position23 August

201124 November

201121 February

201215 May

2012

BH Kent Chairman √ √ √ √JD Wright CEO √ √ √ √R Gibbison Non-executive director √ √ √ √GP Heath Non-executive director √ √ √ √IWM Isdale Non-executive director √ √ √ √KW James Executive director √ √ √ √MB le Roux Group financial director * * * √CD Stein Non-executive director √ √ √ √RJ Taylor Group financial director √ √ √ #

* Appointed on 15 May 2012.# Resigned on 14 May 2012.

BOARD EFFECTIVENESS

With the assistance of the internal audit function, the Company undertook a performance evaluation of the board and its committees. Each director was requested to complete a questionnaire which assessed the effectiveness of the board or committee and fulfi lment of the board charter or terms of reference. The chairman of the board is responsible for determining any actions required to enhance the effectiveness of the board.

BOARD COMMITTEES

To enable the board to properly discharge its responsibilities and duties, certain responsibilities of the board have been delegated to board committees. The creation of board committees does not reduce the directors’ overall responsibilities and therefore all committees must report and make recommendations to the board.

The board established various committees on which non-executive directors play important roles. The responsibilities delegated to board committees are formally documented in the terms of reference for that committee, which have been approved by the board and are reviewed annually. The effectiveness of the committees is reviewed annually by the board, based on a self-evaluation done by each committee to the degree to which it has fulfi lled its terms of reference.

The Audit Committee has become a statutory committee in terms of the Companies Act and in terms of the recommendations set out in the King III Report; shareholders are required to elect the members of this committee at the Company’s next AGM.

23

AUDIT COMMITTEE

The role of the Audit Committee is to review the group’s fi nancial position and make recommendations to the board on all fi nancial matters, business risks, internal controls and compliance. This includes assessing the integrity and effectiveness of related control systems to ensure that the group’s business is conducted in a proper and economically sound manner.

The Audit Committee is chaired by an independent non-executive director. The committee consists of three additional members, two of whom are independent non-executive directors. Members of the committee are Bryan Kent (chairman), Ray Gibbison, Ian Isdale and Geoff Heath. Bryan Kent is chairman of both the board and audit committee. Due to his knowledge of the group, and his experience and knowledge of accounting and auditing, it was considered appropriate for him to remain as chairman of the Audit Committee.

In performing its duties, the committee maintains an effective working relationship with the board, management and other board committees, notably the Risk Committee whose minutes are noted at audit committee meetings. In so doing, risk management controls any aspects under the auspices of the Risk Committee as well as the status of any specifi c risk issues dealt with by the Risk Committee are noted.

The Audit Committee reviews the effectiveness of the risk management process and internal control in the group with reference to fi ndings of both the internal and external auditors. Other areas covered include the review of important accounting issues, including specifi c disclosures in the fi nancial statements, a review of major audit recommendations and all matters required in terms of legislation.

The internal and external auditors have direct access to the Audit Committee and are invited to all meetings of the committee.

The committee meets four times a year. Executive directors and selected management attend these meetings as attendees but are not allowed to vote.

The signifi cant functions of the committee include:

• Assist the board in fulfi lling its IT responsibilities

• Overseeing integrated reporting

• Managing risk

• Reviewing the annual fi nancial statements

• Considering the sustainability of the group

• Appointing the external auditors

• Overseeing the internal audit function

• Implementing a whistle-blower mechanism

• Monitoring group ethics

• Monitoring the relationship with the group’s external auditor

• Approving the internal audit plan

• Approving and monitoring a policy for non-audit services

The role of the Audit Committee applied to all the subsidiaries of the group.

The committee satisfi es itself annually of the expertise, resources and experience of the Company’s fi nance function and the group fi nancial director’s suitability.

Attendance at audit committee meetings:


201124 November

201121 February

201215 May

2012

BH Kent Chairman √ √ √ √R Gibbison Non-executive director √ √ √ √GP Heath Non-executive director √ √ √ √IWM Isdale Non-executive director √ √ √ √

By invitation:

JD Wright CEO √ √ √ √RJ Taylor Group financial director √ √ √ #

MB le Roux Group financial director * * * √

* Appointed on 15 May 2012.# Resigned on 14 May 2012.

24

RISK COMMITTEE

The Risk Committee was established during the fi nancial year. This committee comprises the group fi nancial director (chairman) and the managing directors of the subsidiaries of CBH Limited. Internal audit is also present at the meetings, by standing invitation. The committee meets at least twice a year.

The committee oversees management compliance with risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to appropriate risks.

The main objectives of the committee are as follows:

• To support the board in setting appropriate risk strategies in liaison with executive directors and senior managers

• To facilitate communication between the board, Audit Committee, internal auditors and other parties engaged in risk management activities

• To review management’s assessment of the risk-related information presented on corporate accountability and specifi c associated risks, as well as the fi nancial, business and strategic risk areas

REMUNERATION COMMITTEE

The Remuneration Committee is concerned with executive remuneration. The members of the committee are Ray Gibbison (chairman), Geoff Heath and Bryan Kent.

The Remuneration Committee met twice during the year under review and the main task of the committee in this fi nancial year was to recommend executive bonuses and annual salary increments.

The committee was assisted by independent advisors.

Attendance at meetings:


20114 May 2012

R Gibbison Chairman √ √GP Heath Non-executive director √ √BH Kent Non-executive director √ √

By invitation:

JD Wright CEO √ √

The functions of this committee include:

• Ensuring that the group remunerates fairly and responsibly

• Ensuring that remuneration is disclosed in accordance with legislation

• Overseeing the establishment and implementation of remuneration policies in relation to non-executive directors, executive directors and other executives’ remuneration

The remuneration strategy is aimed at ensuring that levels of remuneration are suffi cient to attract, retain and motivate executives and, where appropriate, at aligning the executives’ interests with those of shareholders. Consequently, the strategy is aimed at ensuring that the performance-related elements of an executive’s remuneration should constitute a meaningful portion of total remuneration.

Executive director and management remuneration comprises the following four principal elements:

• Basic salary

• Annual fi nancial performance of the group

• Phantom share scheme

• Other benefi ts

The Remuneration Committee recommends fees payable to non-executive directors for approval by the shareholders. The proposed fees for non-executive directors for the next two years are based on best practice and market information. Details of the proposed fees are set out in the notice of the annual general meeting appearing on pages 40 to 44.

25

SOCIAL AND ETHICS COMMITTEE

The board has appointed a Social and Ethics Committee, which consists of a minimum of three members. A formal mandate and terms of reference is still be approved by the board. The main functions of the committee are as follows:

• Social and economic development

• Good corporate citizenship

• Environment, health and public safety

• Consumer relationships

• Labour and employment

• Drawing matters within its mandate to the attention of the board

• Reporting annually to the shareholders at the Company’s annual general meeting

REMUNERATION POLICY

The objective of the policy is to attract and retain the correct level of skills within the organisation, such that it is adequately resourced with human capital. The policy is also designed to pay fair compensation for the work performed at every level of the organisation taking into account the level of qualifi cation, skills and experience to perform the various tasks. The compensation has various elements to it:

• Fixed remuneration – this is the monthly salary that the employee earns. Benchmarking exercises are undertaken periodically to ensure that the fi xed remuneration base is competitive with specifi c regard to the industry, the complexity of the tasks, and the level of responsibility.

• Variable element – where appropriate there is a variable element to total remuneration whereby employees are incentivised to meet certain targets, the attainment of which is linked to a pre-defi ned fi nancial reward. Limits are in place to ensure that the variable elements are capped at a certain percentage of the fi xed remuneration.

• Long-term incentives – certain senior executive members of the organisation participate in a long-term incentive scheme designed to align their efforts with the shareholders’ expectation of capital growth in their investment in the form of an appreciation rights scheme or “Phantom Share Scheme”.

INTERNAL AUDIT

The internal audit function is provided by KPMG’s internal audit services. The functions of the internal audit function consist of the following:

• Meeting with the Audit Committee to agree on an audit plan for the year

• Preparing an audit strategy for the year, for approval by the Audit Committee

• Attending the meetings of, and reporting to, the Audit Committee

• Meeting with the external auditors to co-ordinate planning and promote their reliance on internal audit work performed

• Carrying out the internal audit work, including the testing of controls, according to the agreed internal audit plan.

The purpose, authority and responsibility of the internal audit activity is defi ned and governed by an internal audit charter, approved by the Audit Committee and board. Internal audit has free and unrestricted access to management, employees, activities, physical locations and to all information considered necessary for the proper execution of internal audit’s work

The internal audit function has unrestricted access to the chairman of the Audit and Risk Committees.

EXTERNAL AUDIT

PricewaterhouseCoopers Inc. (“PwC”) is the external auditor of CBH and its subsidiaries. The Audit Committee continually monitors the independence and objectivity of the external auditors. During the year, PwC provided certain non-audit services. The Audit Committee concluded that there were no areas of confl ict.

The external auditors attend all audit committee meetings and have unrestricted access to the chairman of the Audit Committee.

The Audit Committee has nominated, for re-election at the AGM, PwC as the external audit fi rm and Louis Rossouw as the designated auditor responsible for performing the functions of auditor, for the 2013 fi nancial year. The Audit Committee has satisfi ed itself that the audit fi rm and designated auditor are accredited as such on the JSE list of auditors.

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INTERNAL FINANCIAL CONTROLS

The directors are responsible for ensuring that internal control systems exist that provide reasonable assurance regarding the safeguarding of assets and the prevention of their unauthorised use or disposition, proper accounting records are maintained and the fi nancial and operational information used in the business is reliable.

Based on the results of the formal documented review of the design, implementation and effectiveness of the group’s system of internal fi nancial controls conducted by the internal audit function during the 2012 fi nancial year and, considering information and explanations given by management and discussions with the external auditors on the results of their audit, the Audit Committee is satisfi ed with the effectiveness of the Company’s internal fi nancial controls.

COMPANY SECRETARY

To enable the board to function effectively, all directors have full and timely access to all information that may be relevant to the proper discharge of their duties and obligations. This includes information such as agenda items for board meetings, corporate announcements, investor communications and any other developments which may affect the group. The company secretary is responsible for facilitating this access.

The company secretary acts as adviser to the board and plays a pivotal role in ensuring compliance with statutory regulations and corporate governance. The company secretary is also responsible for the induction of new directors, tabling information on relevant regulatory and legislative changes, and giving guidance to the directors regarding their duties and responsibilities. The directors have unlimited access to the advice and services of the company secretary.

CODE OF ETHICS AND BUSINESS CONDUCT

The board is committed to creating a culture of the highest levels of professionalism and integrity in its business dealings with stakeholders. The code of ethics sets out high standards of honesty, integrity and mutual respect. Directors and employees are expected to act in terms of the code of ethics at all times.

An independent ethics hotline is available where unethical behaviour, workplace dishonesty, fraud, theft or any other crime may be reported anonymously. All calls logged on the hotline are reported to the Audit Committee. The board has no reason to believe that there was any material non-compliance with CBH’s code of ethics during the year under review.

The board has an insider trading policy in place, in terms of which closed periods (as defi ned in the Listings Requirements) apply. During any closed period, the directors, offi cers and defi ned employees and members of their households (“specifi ed persons”) may not deal in CBH shares.

Should any specifi ed persons wish to deal in CBH shares during an open period, written clearance must be obtained from the chairman before any dealing takes place. In terms of the Listings Requirements, any share dealings by directors are required to be released on SENS. A register of all share dealings is maintained by the company secretary and reviewed by the board on a regular basis.

STAKEHOLDER COMMUNICATION

In all communication with stakeholders, the board aims to represent a balanced and understandable assessment of CBH’s position. This is done through adhering to the principles of openness and substance over form and striving to address material matters of signifi cant interest to all stakeholders.

The board encourages shareholder attendance at general meetings and provides full and understandable explanations of the effects of resolutions to be proposed. Communication with institutional shareholders and investment analysts is maintained through periodic presentation of fi nancial results, one-on-one visits, trading statements and press announcements of interim and fi nal results, as well as the proactive dissemination of any messages considered relevant to investors. The quality of this information is based on the standards of promptness, relevance and transparency.

The group makes every effort to ensure that information is distributed through an appropriate range of communication channels to ensure the security and integrity of the information and that critical fi nancial information reaches all shareholders simultaneously.

RISK MANAGEMENT

The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed, in the interest of all stakeholders.

The group has established a culture of managing risk. A signifi cant number of embedded processes, resources and structures are in place to address risk management needs. These range from internal audit systems, insurance, IT security, compliance processes, quality management and a number of other processes.

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A Risk Committee has been established to identify and manage risk at both the subsidiary level and at a group level. This committee reports directly to the Audit Committee and the board. The risk management process requires management to identify, analyse and evaluate the risks associated with activities under their control, mitigate and control these risks, take corrective actions, accept and monitor the risks.

The group has undergone an objective process of business risk assessment with assistance from external consultants. These risk assessments highlighted areas where further control action was required and which is now being undertaken. The group risk register summarises the signifi cant risks faced by the group, taking into account the likelihood of occurrence, the potential impact and the related mitigating factors and compensation controls. Management’s treatment of risks is aligned to the risk tolerance and appetite approved by the board. Appropriate risk response strategies in relation to the group’s major risks have been developed and implemented. The adequacy and effectiveness of these strategies are reviewed on an ongoing basis to ensure that they are responsive to changes in the dynamic environment in which the group operates.

INFORMATION TECHNOLOGY

The risks regarded the security, back-up; conversion and update of the information technology systems are continually assessed. Disaster recovery plans are regularly reviewed as disruptions to critical management information could have an impact on continuing operations.

INTEGRATED REPORTING

Sustainability performance and reporting has not been independently assured for the year except for the assurance obtained . The board has relied information provided by management with regard to the reliability of sustainability issues in the integrated annual report.

Independent assurance will be included on the board’s agenda for the 2013 fi nancial year.

KING III

King III became effective on 1 March 2010. The Listings Requirements require all JSE-listed companies to provide a narrative of how it has applied the new recommendations contained in King III, in respect of fi nancial years commencing on or after the effective date. CBH Limited believes that in all material respects it complies with the major recommendations of the code to ensure sound corporate governance and structures are applied within the group.

The following is an overview of the principles of King III and how they apply to CBH Limited:

KEY

√ Compliant

? Under review

ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP

√ Effective leadership based on an ethical foundation

√ Responsible corporate citizen

√ Effective management of group’s ethics

BOARDS AND DIRECTORS

√ The board is the focal point for and custodian of corporate governance

√ Strategy, risk, performance and sustainability are inseparable

√ Directors act in the best interests of the group

√ The chairman of the board is an independent non-executive director

√ Framework for the delegation of authority has been established

√ The board comprises a balance of power, with a majority of non-executive directors, the majority of which are independent

√ Directors are appointed through a formal process

√ Formal induction and ongoing training of directors is conducted

√ The board is assisted by a competent, suitably qualifi ed and experienced company secretary

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√ Regular performance evaluations of the board, its committees and the individual directors

√ Appointment of well-structured committees and oversight of key functions

√ An agreed governance framework between the group and its subsidiary board is in place

√ Directors and executives are fairly and responsibly remunerated

√ Remuneration of directors and senior executives is disclosed

? The group’s remuneration policy is approved by its shareholders

AUDIT COMMITTEE

√ Effective and independent

√ Suitably skilled and experienced independent non-executive directors

√ Chaired by an independent non-executive director

√ Oversees integrated reporting

? A combined assurance model is applied to improve effi ciency in assurance activities

√ Satisfi es itself of the expertise, resources and experience of the group’s fi nance function, chief fi nancial offi cer and company secretary

√ Oversees internal audit

√ Integral to the risk management process

√ Oversees the external audit process

√ Reports to the board and shareholders on how it has discharged its duties

THE GOVERNANCE OF RISK

√ The board is responsible for the governance of risk and setting levels of risk tolerance

√ The Audit Committee assists the board in carrying out its risk responsibilities

√ The board delegates the risk management plan to management

√ The board ensures that risk assessments and monitoring are performed on a continual basis

√ Frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks

√ Management implements appropriate risk responses

? The board receives assurance of the effectiveness of the risk management process

√ Suffi cient risk disclosure to stakeholders

THE GOVERNANCE OF INFORMATION TECHNOLOGY

? The board is responsible for information technology (IT) governance

√ IT is aligned with the performance and sustainability objectives of the group

√ Management is responsible for the implementation of an IT governance framework

? The board monitors and evaluates signifi cant IT investments and expenditure

? IT is an integral part of the group’s risk management

? IT assets are managed effectively

? The Audit Committee assists the board in carrying out its IT responsibilities

COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS

√ The board ensures that the group complies with relevant laws

√ The board has a working understanding of the relevance and implications of non-compliance

√ Compliance risk forms an integral part of the group’s risk management process

? The board has delegated to management the implementation of an effective framework and processes

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INTERNAL AUDIT

√ Effective risk-based internal audit

√ Written assessment of the effectiveness of the group’s system of internal controls and risk management

√ Internal audit is strategically positioned to achieve its objectives

GOVERNING STAKEHOLDER RELATIONSHIPS

√ Appreciation that stakeholders’ perceptions affect the group’s reputation

√ Management proactively deals with stakeholder relationships

√ There is an appropriate balance amongst the group’s various stakeholder groupings

√ Equitable treatment of stakeholders

√ Transparent and effective communication to stakeholders

? Disputes are resolved effectively and timeously

INTEGRATED REPORTING AND DISCLOSURE

√ Ensures the integrity of the group’s integrated report

? Sustainability reporting and disclosure is integrated with the group’s fi nancial reporting

? Sustainability reporting and disclosure is independently assured

Brief CV of Directors

Bryan Hugh Kent (68) Non-executive chairmanBCom, CA(SA), FCMA, HDipTax, HDipCompany LawDate appointed: 1 January 2007Bryan practised as a tax partner with PricewaterhouseCoopers for 13 years from 1978 to 1991, before becoming self-employed. He currently provides financial consultancy services to numerous companies. Bryan is also a board member of Cadiz Holdings Limited, Set Point Technology Holdings Limited, Emira Property Fund Limited, Raubex Group Limited and Anchor Yeast.

Geoffrey Philip Heath (60) Non-executive directorBCom, CA(Z)Date appointed: 23 March 2005Geoff qualified with PricewaterhouseCoopers in Zimbabwe in 1980. He held various senior financial and managerial positions with a listed packaging company for 10 years, reaching the position of business development director. Geoff joined Kevin James in 1994 to manage the financial affairs of his poultry enterprises. Geoff was part of the management team which acquired Country Bird and has previously had responsibility for all financial aspects of the group, including merger and acquisition activity. Geoff has participated in the Wits executive development programme and held the position of chairman of the Poultry Association of Zimbabwe.

Ian Wilson Martin Isdale (63) Independent, non-executive directorBA LLB (Natal), EDP (Wits Business School)Date appointed: 10 February 2010Ian was born and educated in Zimbabwe. He attended the University of Natal, Durban. He was formerly a magistrate, admitted advocate and legal practitioner in Zimbabwe. Ian has been company secretary and legal adviser for listed South African companies in the food and branded consumer products sectors for over 20 years. He is group company secretary and legal advisor for Tiger Brands as well as President of the Corporate Lawyers Association of South Africa.

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Brief CV of Directors

Carl Dennis Stein (58) Independent non-executive directorBCom, LLB, HDip Tax LawDate appointed: 3 March 2007Carl was a partner in the commercial/corporate department of Werksmans for over 20 years, and was the chairman of Werksmans from 2000 to 2005. He joined one of South Africa’s largest law firms, Bowman Gilfillan in 2006, where he is now a director and practising attorney. He specialises in corporate transactions, mergers and acquisitions and securities law, negotiating commercial and stock exchange transactions, corporate and structured finance, and drafting complex documentation. Carl is also a non-executive director of a number of public listed companies, including Mvelaphanda Group Limited, Paracon Holdings Limited and Value Group Limited.

Jeffrey Donald Wright (55) Chief executive officerBAcc, CA(SA)Date appointed: 1 August 2008Jeff commenced his articles with Deloitte in 1976 after matriculating in 1975. He completed his BAcc degree in 1980 and qualified in 1981, whereafter he joined the army for two years of compulsory military service. He returned to auditing in mid-1984 as an audit manager where he remained until early 1987. Jeff left the profession to join the Barlow Rand Group where he held various financial positions until 1992. He joined the Tiger Oats Group in 1992 as general manager of Beacon Sweets Transvaal, later becoming managing director of Meadow Feeds and CEO of Tiger Agri and Poultry (currently Astral Food Limited). He joined Afgri Limited in August 2000 as deputy managing director and was appointed managing director in October 2002 where he served until his resignation in July 2008.

Kevin William James (59) Executive directorDate appointed: 23 March 2005Kevin has significant poultry experience in Africa and has demonstrated an exceptional ability to identify new and existing business opportunities. He commenced his poultry career managing a small laying operation in Zimbabwe. He then established Ross Breeders Zimbabwe (Pvt) Limited and merged it with Crest Breeders International (Pty) Limited, and then reverse listed the combined business through a merger with a leading listed company in the food sector in Zimbabwe, Consolidated Farming Investments Limited. Simultaneously he established Ross Zambia. Under his leadership and vision, Country Bird was acquired and returned to profitability. Kevin’s significantachievements in the South African poultry industry in a short space of time were recognised by the South African Poultry Association with a special award of “Mover and Shaker” in 2006. Kevin is the founder of CBH.

Mario Benjamin le Roux (47) Chief financial officerBCompt, BCompt (Hons), CA(SA)Date appointed: 15 May 2012Mario is a CA(SA) and was previously managing director of CBH subsidiary Nutri Feeds, a position he held since April 2009. Before joining CBH, Mario held various senior positions in the Afgri Limited Group of companies. His responsibilities included overseeing the group’s interests in Clark Cotton, one of the largest cotton growing and ginning operations in sub-Saharan Africa. Prior to that Mario was employed by Tiger Brands in its Agri Business. Mario has a wealth of experience managing businesses in sub-Saharan Africa.

Raymond Gibbison (59) Independent non-executive directorDate appointed: 9 February 2012Ray was born and educated in Zimbabwe. He has worked at Sasol’s Dyno Nobel plant in Bronkhorstspruit since 1984, starting as the engineering manager and moving up through the ranks to be appointed as the managing director of that business in 1999, a position he holds at present.

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Annexure 6

RESTRICTIVE FUNDING ARRANGEMENT

CBH Limited will be considered to have entered into a restrictive funding arrangement by nature of this proposed transaction and the contract is classifi ed as a material contract. The signed copy of the convertible loan agreement, policy agreement and share retention agreement are available for inspection to understand the terms and conditions. However, detailed below is the relevant extract:

Section 5.01. Affi rmative Covenants. Unless IFC otherwise agrees in writing, the Borrower shall (and shall cause each of its Subsidiaries to):

(a) Corporate Existence; Conduct of Business. Do all things necessary to maintain its existence and keep in full force and effect its material rights, franchises, licenses, permits, copyrights, trademarks and patents, comply with its charter, conduct its Operations with due diligence and effi ciency and in accordance with sound industry, fi nancial and business practices;

(b) Use of Proceeds; Compliance with Law. Apply the proceeds of the Loan exclusively as set forth in Section 3.01(q), comply in all material respects (or, in the case of Applicable S&E Law, in all respects) with all applicable law, statutes, regulations and orders of, and all applicable restrictions imposed by, all Authorities in respect of its Operations and the ownership of its property (including applicable law, statutes, regulations, orders and restrictions relating to environmental standards and controls);

(c) Accounting and Financial Management. Maintain an accounting and control system, management information system and books of account and other records, which together adequately refl ect truly and fairly the fi nancial condition of the Borrower and its Subsidiaries and the results of their respective operations in conformity with the Accounting Principles;

(d) Taxes. Pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profi ts or upon any properties belonging to it; provided that neither the Borrower nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with the Accounting Principles;

(e) Auditors. Maintain at all times a fi rm of internationally recognized independent public accountants as auditors of the Borrower and its Subsidiaries;

(f) Authorisation to Auditors. Irrevocably authorise, in the form of Schedule 6, the Auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with IFC at any time regarding the Borrower’s or any of its Subsidiary’s accounts and operations, and provide to IFC a copy of that authorisation, and, no later than 30 (thirty) days after any change in Auditors, issue a similar authorization to the new Auditors and provide a copy thereof to IFC;

(g) Access. To the extent permitted pursuant to the provisions of the Johannesburg Stock Exchange Listings Requirements, the “insider trading” provisions of the Securities Services Act and the Companies Act, upon IFC’s request and with reasonable prior notice to the Borrower, permit (and procure that the Subsidiaries permit) representatives of IFC and the CAO, during normal offi ce hours, to:

(i) visit any of the sites and premises where the business of the Borrower or any of its Subsidiaries is conducted;

(ii) inspect any sites, facilities, plants and equipment of the Borrower and any of its Subsidiaries;

(iii) have access to the books of account and all records of the Borrower and any of its Subsidiaries; and

(iv) have access to those employees, agents, contractors and sub-contractors of the Borrower and any of its Subsidiaries who have or may have knowledge of matters with respect to which IFC seeks information; provided that: (i) no such reasonable prior notice shall be necessary if an Event of Default or Potential Event of Default is continuing or if special circumstances so require and (ii) in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s role;

(h) Environmental Matters. Undertake its respective Operations in compliance with: (i) the ESAP; (ii) the Applicable S&E Law; and (iii) the applicable requirements of the Performance Standards;

(i) Review of Sustainability and Governance Report. Periodically review the form of the sustainability and governance report and advise IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrower’s or its Subsidiaries’ Operations (as applicable), or in light of environmental or social risks identifi ed by the Borrower’s E&S Management System; and revise the form as agreed with IFC;

32

(j) E&S Management System. Use all reasonable efforts to ensure the continuing implementation and operation of the E&S Management System to assess and manage the social and environmental performance of the Borrower’s and its Subsidiaries’ Operations in compliance with the Performance Standards and Applicable S&E Law;

(k) Authorisations. (i) Obtain and maintain in force (and where appropriate, renew in a timely manner) all Authorisations, including without limitation the Authorisations specifi ed in Annex A, which are necessary for the implementation of the Transaction, the carrying out of the business and Operations of the Borrower and its Subsidiaries generally and the compliance by the Borrower and its Subsidiaries with all their respective obligations under the Transaction Documents (including, but not limited to, the exercise by IFC of the Conversion Option) and (ii) Comply with all the conditions and restrictions contained in, or imposed on the Borrower or any of its Subsidiaries by, those Authorisations;

(l) Pension Plans. Comply with all requirements relating to any pension or employee benefi t plans;

(m) Financial Ratios. With respect to the Borrower and its Subsidiaries, maintain at all times the following ratios on a Consolidated Basis:

(A) a Current Ratio of at least 1.2;

(B) a Liabilities to Tangible Net Worth Ratio of not more than 2.0;

(C) a Net Financial Debt to EBITDA Ratio of not more than 3x; and

(D) a Tangible Net Worth of not less than ZAR454 000 000 (four hundred and fi fty four million Rand);

(n) Shares. At all times: (i) maintain its authorised and unissued share capital at a level suffi cient to permit the Borrower to fulfi l its obligations under this Agreement including, and not limited to, the right of IFC to exercise the Conversion Option; (ii) issue to IFC IFC’s Shares upon the exercise of the Conversion Option and (iii) promptly notify IFC if the unissued shares of the Borrower falls below an amount suffi cient to secure the performance of the obligations of the Borrower to IFC under this Agreement. In the event that the unissued shares of the Borrower are insuffi cient to meet the obligations of the Borrower to IFC under this Agreement, the Borrower shall increase its authorised share capital to a level suffi cient to permit the performance of its obligations under this Agreement; and

(o) Amendment of Subsidiaries’ articles of association: Procure that the articles of association of the Subsidiaries be amended as the IFC may reasonably request.

Section 5.02. Negative Covenants. Unless IFC otherwise agrees in writing, the Borrower shall not, and shall cause each of its Subsidiaries not to:

(a) Restricted Payments. Declare or pay any Restricted Payment, except that:

(i) any Subsidiary of the Borrower may declare and pay cash Restricted Payments to the Borrower or to any wholly-owned Subsidiary of the Borrower;

(ii) any partially-owned Subsidiary may declare and pay cash Restricted Payments to its shareholders, provided that the Borrower and its Subsidiaries must receive at least their proportionate share of any Restricted Payments paid by such partially-owned Subsidiary;

(iii) the Borrower may declare and pay cash dividends required to be paid under applicable law; and

(iv) the Borrower may declare and pay cash Restricted Payments if, after giving effect to such Restricted Payment: (i) no Potential Event of Default or Event of Default shall be continuing or would result therefrom; (ii) the Borrower and its Subsidiaries are in compliance with all fi nancial covenants set forth in Section 5.01(m) on a Pro Forma Basis; (iii) such Restricted Payment is made out of retained earnings and (iv) the Borrower delivers to IFC a certifi cation substantially in the form of Schedule 7;

(b) Capital Expenditures. Incur expenditures or commitments for expenditures for fi xed or other non-current assets, other than: (i) those required for carrying out the Transaction or (ii) expenditures or commitments incurred by the Borrower and its Subsidiaries if, after giving effect thereto, the Borrower and its Subsidiaries are in compliance with all fi nancial covenants set forth in Section 5.01(m) on a Pro Forma Basis;

(c) Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt, except:

(i) the Loan;

(ii) inter-company Financial Debt between or among the Borrower and any of its wholly-owned Subsidiaries; provided, however, that:

(A) if the Borrower is the obligor on such Financial Debt, such Financial Debt must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Loans on terms and pursuant to documentation satisfactory to IFC; and

33

(B) (x) any subsequent issuance or transfer of any equity interest in a wholly-owned Subsidiary thereof that results in any such Financial Debt being held by a Person other than the Borrower or a wholly-owned Subsidiary thereof and (y) any sale or other transfer of any such Financial Debt to a Person that is not either the Borrower or a wholly-owned Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Financial Debt by the Borrower or such Subsidiary, as the case may be, that was not permitted by this clause (iii);

(iii) Permitted Refi nancing Debt incurred by the Borrower or any of its Subsidiaries in exchange for, or the net proceeds of which are used to refund, refi nance or replace, Financial Debt (other than inter-company Financial Debt) otherwise permitted by this Agreement; and

(iv) Financial Debt of the Borrower and its Subsidiaries if, after giving effect to the incurrence thereof, the Borrower and its Subsidiaries are in compliance with all fi nancial covenants set forth in Section 5.01(m) on a Pro Forma Basis;

(d) Leases. Enter into any agreement or arrangement to lease any property or equipment of any kind except Financial Leases to the extent (if any) permitted under subsection (c) above;

(e) Derivative Transactions. Enter into any Derivative Transaction or assume the obligations of any party to any Derivative Transaction, except in the ordinary course of business;

(f) Guarantees and Other Obligations. Enter into any agreement or arrangement to guarantee or, in any way or under any condition, assume or become obligated for all or any part of any fi nancial or other obligation of another Person, except if, after giving effect to the incurrence thereof, the Borrower and its Subsidiaries are in compliance with all fi nancial covenants set forth in Section 5.01(m) on a Pro Forma Basis;

(g) Permitted Liens. Create or permit to exist any Lien on any property, revenues or other assets, present or future, of the Borrower or any of its Subsidiaries, except for the following (collectively, “Permitted Liens”):

(i) Liens in existence on the date hereof which are listed, and the property subject thereto described, in Annex B, without giving effect to any extensions or renewal thereof;

(ii) any Lien arising from any tax, assessment or other governmental charge or other Lien arising by operation of law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as:

(A) those proceedings do not involve any substantial danger of the sale, forfeiture or loss of any material asset(s), title thereto or any interest therein, nor interfere in any material respect with the use or disposition thereof or the implementation of the Transaction or the carrying on of the business or Operations of the Borrower and its Subsidiaries; and

(B) the Borrower has set aside adequate reserves suffi cient to promptly pay in full any amounts that the Borrower may be ordered to pay on fi nal determination of any such proceedings;

(iii) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 6.02(i);

(vi) Liens on the property or assets of any corporation which becomes a Subsidiary of the Borrower after the date hereof in connection with a Permitted Acquisition securing Financial Debt permitted by Section 5.02(l)(viii), provided that: (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation of the acquisition; (ii) any such Lien by its terms covers only property or assets of such corporation which were covered immediately prior to the time it became a Subsidiary and (iii) any such Lien does not by its terms secure any Financial Debt other than the Financial Debt existing immediately prior to the time such corporation becomes a Subsidiary;

(vii) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title defi ciencies, in each case not securing Financial Debt and not materially interfering with the conduct of the business and Operations of the Borrower or any of its Subsidiaries; and

(viii) additional Liens of the Borrower or any Subsidiary of the Borrower not otherwise permitted by this Section 5.02(g) that (A) were not incurred in connection with borrowed money, (B) do not encumber any assets of the Borrower or any of its Subsidiaries the fair market value of which exceeds the amount of the obligations secured by such assets, and (C) do not materially impair the use of such assets in the Operations or the business of the Borrower or such Subsidiary.

(h) Arm’s Length Transactions. Enter into any transaction except in the ordinary course of business on the basis of arm’s length arrangements (including, without limitation, transactions whereby the Borrower or a Subsidiary

34

might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products;

(i) Purchasing or Sales Agency. Establish any sole and exclusive purchasing or sales agency for a material portion of its purchases or sales;

(j) Profi t-Sharing Arrangements. Enter into any partnership, profi t-sharing or royalty agreement or other similar arrangement whereby the Borrower’s or any of its Subsidiaries’ income or profi ts are, or might be, shared with any other Person;

(k) Management Contracts. Enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person;

(l) Permitted Investments. Make or permit to exist loans or advances to, or deposits (except commercial bank deposits in the ordinary course of business) with, other Persons or investments in any Person or enterprise (each of the foregoing are “Investment” and, collectively, “Investments”), other than the following:

(i) the Borrower and its Subsidiaries may acquire and hold accounts receivable owing to any of them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms of the Borrower or such Subsidiary;

(ii) the Borrower and its Subsidiaries may acquire and hold cash and cash equivalents;

(iii) the Borrower and its Subsidiaries may hold the Investments held by them on the date hereof and described on Annex B, provided that any additional Investments made with respect thereto shall be permitted only if permitted under the other provisions of this Section 5.02(l);

(iv) the Borrower and its Subsidiaries may acquire and own investments (includ ing debt obligations) received in connection with the bankruptcy or reorganisation of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(v) the Borrower and its Subsidiaries may make loans and advances to their offi cers and employees for moving, relocation and travel expenses and other similar expendi tures, in each case in the ordinary course of business;

(vi) the Borrower may enter into a Derivative Transaction or assume the obligations of any party to a Derivative Transaction to the extent permitted by Section 5.02(e);

(vii) the Borrower and its Subsidiaries may make inter-company loans and advances to any wholly-owned Subsidiary to the extent permitted by Section 5.02(c)(ii);

(viii) the Borrower and any Subsidiary may make capital contributions to, or acquire equity interests of, any Subsidiary; provided that: (A) the aggregate amount of contributions, acquisitions of equity interests and capitalisations made pursuant to this clause (viii) (for this purpose, using the fair market value of any property (other than cash) so contributed at the time of such contribution), when added to the aggregate outstanding principal amount of inter-company loans and advances made to wholly-owned Subsidiaries pursuant to Section 5.02(l)(vii) (determined without regard to any write-downs or write-offs thereof and net of any returns on any such Investment in the form of a principal repayment, distribution, dividend or redemption, as applicable), shall not exceed an amount equivalent to $1,000,000 (one million Dollars) (with the exception of any acquisition by the Borrower of any shares in Ross Botswana to which the aggregate limit set out in this sub-clause (viii) (A) does not apply); (B) no contribution, capitalisation or forgiveness (including any acquisition by the Borrower of any shares in Ross Botswana) may be made pursuant to this clause (viii) at any time that an Event of Default or Potential Event of Default has occurred and its continuing and (C) any Investment made in or to any Subsidiary pursuant to this clause (viii) shall cease to be permitted hereunder if such Subsidiary ceases to constitute a Subsidiary of the Borrower;

(ix) the Borrower and its Subsidiaries may own the equity interests of its respective Subsidiaries created or acquired in accordance with the terms of this Agreement (so long as all amounts invested in such Subsidiaries are independently justifi ed under another provision of this Section 5.02(l)) so long as such Subsidiary becomes a party to the Transaction Documents, including the execution and delivery of an instrument pursuant to which such entity becomes a Co-Borrower, and such Subsidiary provides other customary documentation requested by IFC;

(x) the Borrower and its Subsidiaries may make a Permitted Acquisition so long as:

(A) no Event of Default or Potential Event of Default shall have occurred at the time of, or after giving effect to, such Permitted Acquisition;

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(B) calculations made by the Borrower with respect to all fi nancial covenants for the respective Calculation Period on a Pro Forma Basis show that all fi nancial covenants would have been complied with as if such Permitted Acquisition had occurred on the fi rst day of such Calculation Period;

(C) all representations and warranties contained in the Transaction Documents are true and correct;

(D) the aggregate consideration for all Permitted Acquisitions shall not exceed the equivalent of $1,000,000 (one million Dollars) for each Financial Year (with the exception of any acquisition by the Borrower of any shares in Ross Botswana to which the aggregate limit set out in this sub-clause (viii) (A) does not apply);

(E) the Borrower shall have given ten (10) days’ prior written notice of such Permitted Acquisition, together with a certifi cate from its chief fi nancial offi cer containing the relevant calculations and certifying compliance with the foregoing;

(xi) the Borrower and its Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any asset sale permitted by Section 5.02(r)(ii);

(xii) the Borrower and its Subsidiaries may make advances in the form of a pre-payment of expenses to vendors, suppliers and trade creditors, so long as such expenses were incurred in the ordinary course of business of the Borrower or such Subsidiary; and

(xiii) in addition to Investments permitted by clauses (i) through (xii) of this Section 5.02(l), the Borrower and its Subsidiaries may make additional loans, advances and other Investments to or in a Person (in this sub-clause (xiii) “Person” shall not include any Subsidiary) in an aggregate amount for all loans, advances and other Investments made pursuant to this clause (xiii) (determined without regard to any write-downs or write-offs thereof), net of cash repayments of principal in the case of loans, sale proceeds in the case of Investments in the form of debt instruments and cash equity returns (whether as a distribution, dividend, redemption or sale) in the case of equity investments, not to exceed the equivalent of $2,000,000 (two million Dollars);

(m) Fundamental Changes. Change: (i) its Charter in any manner which would be inconsistent with the provisions of any Transaction Document; or (ii) change its Financial Year;

(n) Amendments, Waivers, etc. of Material Agreements. Terminate, amend or grant any waiver with respect to any provision of:

(i) any Transaction Document; or

(ii) any agreement or other instrument evidencing or relating to Financial Debt;

(o) Pre-payment of Long-Term Debt. Make any voluntary, optional or mandatory pre-payment of or repurchase or reacquire for value any Long-Term Financial Debt (other than the Loan) pursuant to any provision of any agreement or note with respect to that Long-Term Financial Debt unless: (i) such Long-Term Financial Debt is refi nanced with Permitted Refi nancing Debt, or (ii) the Borrower gives IFC at least 30 days’ advance notice of its intention to make the proposed pre-payment and, if IFC so requires, the Borrower contemporaneously prepays a proportion of the Loan equivalent to the proportion of the part of the Long-Term Financial Debt being pre-paid, such pre-payment to be made in accordance with the provisions of Section 2.06 (Pre-payment) except that there shall be no minimum amount or advance notice period for that pre-payment;

(p) Nature of Business. Engage directly or indirectly in any business other than the businesses engaged in by the Borrower and its Subsidiaries as of the date hereof and reasonable extensions thereof and businesses ancillary or complementary thereto; or engage in any business or own any signifi cant assets or have any material liabilities relating to any Prohibited Activity;

(q) Winding Up, Liquidation, Merger or Consolidation. Wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture or transaction of merger or consolidation, except that any Subsidiary of the Borrower may merge or consolidate with and into, or be dissolved or liquidated into, the Borrower or any wholly-owned Subsidiary of the Borrower, so long as: (A) the Borrower or such wholly-owned Subsidiary is the surviving or continuing entity of any such merger, consolidation, dissolution or liquidation and (B) provided that such merger or consolidation arises as a result of a bona fi de solvent restructuring;

(r) Asset Sales. Sell, transfer, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory in the ordinary course of business), whether in a single transaction or in a series of transactions, related or otherwise, except that:

(i) the Borrower and its Subsidiaries may liquidate or otherwise dispose of obsolete or worn-out property in the ordinary course of business;

36

(ii) the Borrower and its Subsidiaries may sell assets (other than the capital stock or other equity interests of any Subsidiary, so long as: (A) no Event of Default or Potential Event of Default then exists or would result therefrom; (B) each such sale is made on an arm’s length basis and the Borrower or the respective Subsidiary receives at least fair market value, as determined in good faith by the board of directors of the Borrower and (C) the consideration received by the Borrower or such Subsidiary consists solely of cash and is paid at the time of the closing of such sale;

(iii) each of the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any fi nancing transaction;

(iv) each of the Borrower and its Subsidiaries may grant licenses, sub-licenses, leases or sub-leases to other Persons not materially interfering with the conduct of the business of the Borrower or any of its Subsidiaries;

(v) the Borrower or any Subsidiary may convey, sell or otherwise transfer all or any part of its business, properties and assets to the Borrower or to any wholly-owned Subsidiary of the Borrower;

(vi) the Borrower and its Subsidiaries may liquidate or otherwise dispose of cash equivalents in the ordinary course of business, in each case for cash at fair market value; and

(vii) the transaction shall be permitted in accordance with the terms of the Transaction Documents;

(s) Asset Purchases. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person, except that:

(i) expenditures for fi xed or other non-current assets by the Borrower and its Subsidiaries shall be permitted to the extent not in violation of Section 5.02(b);

(ii) Investments may be made to the extent permitted by Section 5.02(l); and

(iii) Permitted Acquisitions may be made in accordance with the requirements of Section 5.02(l);

(t) Sale-Leaseback Transactions. Enter into any sale-leaseback transaction, unless:

(i) after giving effect thereto, the Borrower is in compliance with: (A) all fi nancial covenants set forth in Section 5.01(n) on a Pro Forma Basis, and (B) Section 5.02(c); and

(ii) the Borrower or such Subsidiary receives fair market value and 100% cash consideration for such transaction paid at the time of closing thereof;

(u) Use of Proceeds. Use the proceeds of the Disbursement in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such country;

(v) Amendment of ESAP. Amend the ESAP in any material respect;

(w) Distributions from Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to: (a) pay dividends or make any other distributions on its capital stock or any other equity interest or participation in its profi ts owned by the Borrower or any of its Subsidiaries, or to pay any Financial Debt owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law, (ii) the Transaction Documents, (iii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any of the Borrower’s Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which any of the Borrower’s Subsidiaries is the licensee) or other contract entered into by any of the Borrower’s Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the closing of the sale of such asset and (vi) restrictions on the transfer of any asset subject to a Permitted Lien;

(x) UN Security Council Resolutions. Enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

(y) Sanctionable Practices. Engage in (and neither the Borrower nor any Subsidiary shall authorise or permit any Affi liate or any other Person acting on its behalf to engage in) with respect to its Operations or any transaction contemplated by this Agreement, any Sanctionable Practices. The Borrower further covenants that should IFC notify the Borrower of its concerns that there has been a violation of the provisions of this Section or of Section 3.01(s) of this Agreement, it shall co-operate and it shall cause each relevant Subsidiary to cooperate,

37

in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

(z) Amendment of Charter. Amend its Charter to permit the issuance and allotment of any Shares or Equity Securities other than to IFC or take any other action either by amendment of the Charter or otherwise that would, in the opinion of IFC, diminish the value of the Conversion Option; and

(aa) Conversion Option: Take any action or omit to take any action which would (or could be reasonably foreseeable that it might) negatively effect in any way IFC’s rights under or in connection with the Conversion Option.

Section 5.03. Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall:

(a) Semi-Annual Financial Statements and Reports. As soon as available but in any event within 45 (forty-fi ve) days after the end of each half-year reporting period, deliver to IFC:

(i) 2 (two) copies of the Borrower’s and its Subsidiaries’ complete fi nancial statements for such half year prepared, on a Consolidated Basis, in accordance with the Accounting Standards and on a basis consistent with the Borrower’s audited fi nancial statements (or those of the relevant Subsidiary), in each case, certifi ed by the Borrower’s (or the relevant Subsidiary’s) chief fi nancial offi cer;

(ii) a report by the Borrower on its operations (and those of its Subsidiaries) during that calendar half-year, in the form of, and addressing the topics listed in, Schedule 8; and

(iii) a report (in a form pre-agreed by IFC), signed by the Borrower’s chief executive offi cer and chief fi nancial offi cer, concerning compliance with the fi nancial covenants in this Agreement;

(b) Annual Financial Statements and Reports. As soon as available but in any event within 90 days after the end of each Financial Year, deliver to IFC:

(i) 2 (two) copies of both the complete and audited fi nancial statements of it and its Subsidiaries for that Financial Year (which are in agreement with its books of account and prepared, on a Consolidated Basis, in accordance with the Accounting Principles, together with an unqualifi ed audit report on them from the Auditors, all in form satisfactory to IFC;

(ii) a management letter and such other communication from the Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrower’s fi nancial control procedures, accounting systems and management information system (and those of its Subsidiaries);

(iii) a report, prepared on a Consolidated Basis by the Auditors certifying that, on the basis of its fi nancial statements:

(A) the Borrower and its Subsidiaries was in compliance with the covenants in Section 5.01(m) (Affi rmative Covenants); and

(B) the Auditors are not aware of any non-compliance by the Borrower and/or its Subsidiaries with the other covenants in Section 5.02;

and, where applicable, detailing any non-compliance; and

(iv) a report by the Borrower on its operations (and those of its Subsidiaries) during that Financial Year, in the form of, and addressing the topics listed in, Schedule 8; and

(v) a statement by the Borrower of all transactions between the Borrower and its Affi liates, if any, during that Financial Year, and a certifi cation by the Borrower’s and/or its Affi liates’ chief fi nancial offi cer that those transactions were on the basis of arm’s length arrangements;

(c) Management Letters. Deliver to IFC, promptly following receipt, a copy of any management letter or other communication sent by the Auditors (or any other accountants retained by the Borrower or any of its Subsidiaries) to the Borrower or its management in relation to the Borrower’s (or its Subsidiaries’) fi nancial, accounting and other systems, management or accounts, if not provided pursuant to Section 5.03(b)(ii);

(d) Sustainability and Governance Report. Continue to publish its sustainability and governance report on its website and within 5 (fi ve) days after the sustainability and governance report is posted on its website, deliver written notifi cation to IFC that the report has been published on its website and is available to the public, which report shall at least identify any environmental and social non-compliances and the actions taken by the Borrower to remedy same;

38

(e) Notice of Accidents, Etc. Within 3 (three) days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a Material Adverse Effect or material adverse impact on the implementation of the Transaction or on carrying on of Operations by the Borrower and/or any Subsidiary in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures the Borrower and/or the relevant Subsidiary is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the ongoing implementation of those measures and plans;

(f) Shareholder Matters. Give notice to IFC, concurrently with the Borrower’s or any Subsidiaries’ notifi cation to its shareholders, of any meeting of its shareholders, such notice to include the agenda of the meeting; and, as soon as available, deliver to IFC 2 (two) copies of:

(i) all notices, reports and other communications of the Borrower or any Subsidiary to its shareholders, whether any such communication has been made on an individual basis or by way of publication in a newspaper or other communication medium; and

(ii) the minutes of all shareholders’ meetings;

(g) Changes to Business; Material Adverse Effect. Promptly notify IFC of any proposed change in the business or operations of the Borrower or any of its Subsidiaries and of any event or condition that has had or could reasonably be expected to have a Material Adverse Effect;

(h) Litigation, etc. Promptly upon becoming aware of any litigation or administrative proceedings before any Authority or arbitral body which has had or, if determined adversely, could reasonably be expected to have, a Material Adverse Effect, notify IFC by facsimile of that event specifying the nature of that litigation or those proceedings and the steps the Borrower and/or the relevant Subsidiary is taking or proposes to take with respect thereto;

(i) Default. Promptly upon the occurrence of an Event of Default or Potential Event of Default, notify IFC by facsimile specifying the nature of that Event of Default or Potential Event of Default and any steps the Borrower is taking to remedy it;

(j) Insurance. Provide to IFC, in a timely manner, the insurance certifi cates and other information referred to in Section 5.04(d) (Insurance);

(k) Other Information. Promptly provide to IFC such other information as IFC from time to time requests about the Borrower, any of its Subsidiaries, their respective assets and Operations and the Transaction, including without limitation information that IFC requests concerning anti-money laundering and combating the fi nancing of terrorism (AML/CFT); and

(l) Business Rescue. At the same time as they are dispatched, copies of all notices given by the Borrower or any of its Subsidiaries in relation to business rescue proceedings.

Section 5.04. Insurance.

(a) Insurance Requirements and Borrower’s Undertakings. Unless IFC otherwise agrees, the Borrower shall, and shall cause its Subsidiaries to:

(i) insure and keep insured, with fi nancially sound and reputable insurers, all their respective assets and businesses in a manner and with amounts and deductibles as set forth in Annex D and otherwise as required by law;

(ii) punctually pay any premium, commission and any other amounts necessary for effecting and maintaining in force each insurance policy;

(iii) promptly notify the relevant insurer of any claim by the Borrower and/or any Subsidiary under any policy written by that insurer and diligently pursue that claim;

(iv) comply with all warranties under each policy of insurance;

(v) not do or omit to do, or permit to be done or not done, anything which might prejudice the Borrower’s and/or any Subsidiaries’ right to claim or recover under any insurance policy; and

(vi) not vary, rescind, terminate, cancel or cause a material change to any insurance policy;

provided always that, if at any time and for any reason any insurance required to be maintained hereunder shall not be in full force and effect, then IFC shall thereupon or at any time while the same is continuing be entitled (but have no such obligation) on its own behalf to procure such insurance at the expense of the Borrower and to take all such steps to minimise hazard as IFC may consider expedient or necessary.

39

(b) Policy Provisions

Each insurance policy required to be obtained pursuant to this Section shall be on terms and conditions acceptable to IFC, and the Borrower shall, and shall cause its Subsidiaries to, ensure that:

(i) no change will be made to the Borrower’s and/or the Subsidiaries’ insurance programme, which will result in cover less than that specifi ed with Annex D or required by law, without consultation and agreement with IFC;

(ii) no policy insuring the Borrower’s assets which are for business interruption, can be cancelled or suspended by the Borrower or the insurer for any reason (including failure to renew the policy or to pay the premium or any other amount) unless IFC and, in the case of expiration or if cancellation or suspension is initiated by the insurer, the Borrower receive at least 45 (forty-fi ve) days’ notice (or such lesser period as IFC may agree in respect of cancellation, suspension or termination in the event of war and kindred peril) prior to the effective date of termination, cancellation or suspension.

(c) Application of Proceeds

(i) At its discretion, IFC may remit the proceeds of any insurance paid to it to repair or replace the relevant damaged assets or may apply such proceeds towards any amount payable to IFC under this Agreement (no minimum amount or notice period will be applicable).

(ii) The Borrower or the relevant Subsidiary shall use any insurance proceeds it receives (whether from IFC or directly from the insurers) for loss of or damage to any asset solely to replace or repair that asset.

(d) Reporting Requirements

Unless IFC otherwise agrees, the Borrower shall provide to IFC the following:

(i) as soon as possible after its occurrence, notice of any event which entitles the Borrower or any of its Subsidiaries to claim for an aggregate amount exceeding the equivalent of $500 000 (fi ve hundred thousand Dollars) under any one or more insurance policies;

(ii) the Borrower shall notify IFC of any new activities which require insurances beyond those indicated in Annex D;

(iii) on every insurance policy on the Borrower’s or any of its Subsidiaries’ assets which are for business interruption, IFC is provided with copies of those policies within 30 (thirty) days of issuance;

(iv) provide to IFC within 10 (ten) days of an insurance policy renewal, a copy of the policy renewal confi rmation stating any changes effected thereto including the description of items insured, the sum insured for each item and the relevant premium; and

(v) any other information or documents on each insurance policy including evidence of premium payment as IFC requests from time to time.

40



NOTICE OF GENERAL MEETING OF SHAREHOLDERS

The defi nitions commencing on page 3 of the circular to which this notice is attached, shall bear the same meanings in this notice of general meeting.

The board determined that the record date for the purposes of determining:

1. which shareholders are entitled to receive this notice of general meeting is 17 May 2013;

2. the last day to trade in order to be able to vote at the general meeting is 7 June 2013; and

3. which shareholders are entitled to attend, participate in and vote at the general meeting is 14 June 2013.

Notice is hereby given that a general meeting of shareholders of the Company will be held at CBH Limited, Ground Floor, 8 Melville Road, Illovo, Johannesburg, on Monday, 24 June 2013 at 14:00 or at any other adjourned or postponed time and date determined in accordance with the provisions of the Companies Act (as read with the Listings Requirements) for the purposes of considering and, if deemed fi t, passing with or without modifi cation, the ordinary and special resolutions set out in this notice of general meeting.

ORDINARY RESOLUTION 1

“RESOLVED THAT, subject to not less than 75% of those shareholders present in person or represented by proxy and entitled to vote at the general meeting at which this ordinary resolution number 1 is proposed, International Finance Corporation (the “IFC”) is granted an option (which can be exercised, at the discretion of IFC, at any time and on multiple occasions during the period commencing on the date on which IFC’s convertible loan of US$25 million (“convertible loan”) is disbursed and terminating on the date falling 30 (thirty) months from such date) to convert the whole or a portion of its convertible loan into up to 45 250 000 ordinary shares in the Company at a price of R4,90 per ordinary share by calling upon the Company to allot and issue such number of ordinary shares determined by dividing the Rand equivalent of the principal amount of the convertible loan being converted, (determined by reference to the exchange rate of R8,869 to US$1) by R4,90 per ordinary share (“conversion price”) and that the directors of the Company be and are hereby authorised to allot and issue, as a specifi c issue of shares for cash, up to 45 250 000 ordinary shares to IFC at the conversion price per share such that upon allotment and issue of ordinary shares to IFC the conversion price multiplied by the number of ordinary shares to be allotted and issued to IFC will be set-off against a corresponding portion of the convertible loan outstanding and the aforesaid ordinary shares be and are hereby placed under the control of the directors for the allotment and issue as described above.”

Note: In order for this ordinary resolution number 1 to be adopted, it must be supported by at least 75% of the voting rights exercised on such resolution.

Explanatory note: The adoption of this ordinary resolution number 1 will authorise the directors of the Company to allot and issue, as a specifi c issue of shares for cash, up to 45 250 000 ordinary shares to IFC at the conversion price per share and upon such allotment and issue of ordinary shares, the conversion price multiplied by the number of ordinary shares to be allotted and issued will be set-off against a corresponding portion of the convertible loan outstanding.

ORDINARY RESOLUTION 2

“RESOLVED THAT as an ordinary resolution that any one of the directors of the Company and/or the company secretary of the Company be and is authorised to sign all such documents, do all such things and procure the signature of all such documents and the doing of all such things as may be necessary for the implementation of the ordinary resolutions to be considered at the general meeting at which this resolution will be considered.”

Note: In order for this ordinary resolution number 2 to be adopted, it must be supported by at least 50% of the voting rights exercised on such resolution.

41

Explanatory note: The adoption of this ordinary resolution number 2 will authorise any director of the Company and/or the company secretary to execute all documents and do all things that may be necessary to implement the ordinary and special resolutions in this notice of general meeting.

SPECIAL RESOLUTION 1

“RESOLVED THAT the Company is authorised, in terms of section 44(3) of the Companies Act, 2008 (as amended), to provide fi nancial assistance to International Finance Corporation (the “IFC”) by way of: (i) giving certain representations and warranties to IFC in relation to itself and its subsidiaries, as detailed in the convertible loan agreement and (ii) the payment of a portion of the fees, costs and expenses incurred by IFC’s counsel in South Africa up to R150 000 (one hundred and fi fty thousand Rand) and portion of the fees, costs and expenses incurred by IFC’s counsel in the British Virgin Islands, Botswana, Seychelles and Zambia up to US$20 000 (twenty thousand Dollars), to facilitate the subscription by IFC of up to 45 250 000 ordinary shares in the Company at a price of R4,90 per ordinary share, on the basis that the board of directors of the Company is satisfi ed that the requirements of section 44(3)(b) are met and accordingly pass a resolution to this effect.”

Note: In order for this special resolution number 1 to be adopted, it must be supported by at least 75% of the voting rights exercised on such resolution.

Explanatory note: Section 44(2) of the Companies Act provides that shareholders may authorise the board to provide fi nancial assistance to any person for the purpose of, or in connection with, the subscription of any shares to be issued by the Company, provided that the provisions of sections 44(3) and 44(4) of the Companies Act are complied with. The ambit of section 44(2) of the Companies Act is very wide. In the circumstances the directors will be granted authority to provide fi nancial assistance to IFC by way of: (i) furnishing certain representations and warranties to IFC as aforesaid in relation to itself and its subsidiaries and (ii), the payment of a portion of the fees, costs and expenses incurred by IFC’s counsel in South Africa up to R150 000 (one hundred and fi fty thousand Rand) and portion of the fees, costs and expenses incurred by IFC’s counsel in the British Virgin Islands, Botswana, Seychelles and Zambia up to US$20 000 (twenty thousand Dollars) to facilitate the subscription by IFC of 45 250 000 ordinary shares.

Voting and proxies

Every shareholder who (being an individual) is present in person or by proxy at the general meeting and entitled to vote or which (being a company or body corporate) is represented thereat by a representative appointed pursuant to section 58 of the Companies Act shall, on a show of hands, have one vote, and, on a poll, shall have one vote for every share of which it is the holder.

Meeting participants, which include proxies, are required to provide identifi cation reasonably satisfactory to the Chairman of the general meeting before being entitled to attend, participate in or vote a shareholders’ meeting. The Company will regard the presentation of participants’ original drivers’ licences, identity documents or passports to be satisfactory “documentation”.

A shareholder entitled to attend and vote at the general meeting may appoint one or more persons as its proxy to attend, speak and vote in its stead. A proxy need not be a shareholder.

A form of proxy is attached for the convenience of certifi cated shareholders and own-name dematerialised shareholders who are unable to attend the general meeting but who wish to be represented thereat. Duly completed forms of proxy must be received by the transfer secretaries of the Company, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051 Marshalltown 2107), by 14:00 on Thursday, 20 June 2013. Any form of proxy not handed by this time must be handed to the chairman of the general meeting immediately before the appointed proxy exercises any of the shareholder rights at the general meeting.

Dematerialised shareholders (excluding own-name dematerialised shareholders) who wish to attend the general meeting must contact their CSDP or broker who will furnish them with the necessary letter of representation to attend the general meeting, or they should instruct their CSDP or broker as to how they wish to vote in this regard, which instruction must be furnished in terms of the agreement entered into between them and their CSDP or broker.

SPECIAL RESOLUTION 2

“RESOLVED THAT as a special resolution in terms of section 16(1)(c)(ii) of the Companies Act, as read with sections 65(9) and 65(11)(a), that the Company Memorandum of Incorporation (“MOI”) be amended as follows:

1. By amending the heading of clause 33 thereof to read “RESOLUTIONS AND RESTRICTIONS”.

2. By inserting the following new clauses 33.5, 33.6 and 33.7 immediately after the end of clause 33.4 thereof:

“33.5 In compliance with its obligations under certain Policy Agreement (“the Policy Agreement”), certain Share Retention Agreement (“the Retention Agreement”) and certain Convertible Loan Agreement (“the Loan Agreement”) concluded with the International Finance Corporation (“IFC”), subject to any additional

42

requirements imposed by Applicable Law (as that term is defi ned in the Policy Agreement (“Applicable Laws”) the Company shall not (and in the case of clauses 33.5.1, 33.5.3, 33.5.4, 33.5.6, 33.5.8 and 33.5.9 shall ensure that each of its Subsidiaries (as that term is defi ned in the Policy Agreement) shall not) take the following decisions or actions without the prior written consent of the IFC:

33.5.1 amend or repeal the MOI of the Company or that of any Subsidiary:

33.5.1.1 in any material manner;

33.5.1.2 in any way which may alter or change the designation, rights, privileges, preferences or terms of any of the IFC Shares (as that term is defi ned in the Policy Agreement) (“IFC Shares”); or

33.5.1.3 in contravention of the terms of the Policy Agreement;

33.5.2 create, authorise or issue any securities in the capital of the Company, Share Equivalents (as that term is defi ned in the Policy Agreement) (“Share Equivalents”), or other equity security in the Company having a structural or legal preference over, or ranking pari passu with, the IFC Shares with respect to any matter, including, without limitation, dividend rights, voting rights or liquidation preference;

33.5.3 authorise or undertake any arrangement for the disposal of:

33.5.3.1 more than ten per cent (10%) of the assets of the Company or any Key Subsidiary (as that term is defi ned in the Policy Agreement), whether in one or a series of transactions (provided that a reference to “assets” herein shall exclude a reference to shares held by the Company and/or Ross Africa Limited (Registration No 019932) (“Ross Africa”) where the disposal of such shares by the Company and/or Ross Africa is regulated under the Retention Agreement); or

33.5.3.2 any shares of any Subsidiary (other than Ross Africa, Master Farmer Feeds Proprietary Limited, Registration No 98/3257 (“Master Farmer Feeds”), and Ross Breeders Zambia Limited, Registration No 43729 (“Ross Zambia”), as the disposal of shares in Ross Africa, Master Farmer Feeds and Ross Zambia is regulated under the Retention Agreement) that results in the Company owning (directly or indirectly) less than fi fty per cent (50%) of the share capital of any such Subsidiary;

33.5.4 any amalgamation, merger, consolidation, reconstruction, restructuring or similar transaction that results in a change of Control (as that term is defi ned in the Policy Agreement) of the Company or any Key Subsidiary;

33.5.5 authorise or undertake any Liquidation Event (as that term is defi ned in the Policy Agreement);

33.5.6 authorise or undertake any Offering (as that term is defi ned in the Policy Agreement) or any delisting of the shares of the Company (or authorise or undertake any Listing (as that term is defi ned in the Policy Agreement) or Offering of the shares of any Subsidiary);

33.5.7 authorise or undertake any reduction of capital or share repurchase, other than any repurchase of securities or Share Equivalents issued to or held by employees, offi cers, directors or consultants of the Company or its Subsidiaries pursuant to any employee share incentive scheme that may exist from time to time upon termination of their employment;

33.5.8 the sale, transfer or assignment of all or substantially all of the intellectual property rights (including those relating to copyrights, trademarks, patents and designs) of the Company or any of its Subsidiaries; and

33.5.9 any change to the primary business of the Company or that of any of its Subsidiaries.

33.6 In further compliance with its obligations under the Policy Agreement, the Retention Agreement and the Loan Agreement, subject to any additional requirements imposed on the Applicable Laws, the Company shall not (and shall ensure that each of its Subsidiaries shall not) take the following decisions or actions without: (A) shareholders approval by way of an ordinary resolution and (B) the prior written consent of seventy-fi ve per cent (75%) of the directors present at a quorate meeting of the board:

33.6.1 authorise or undertake any arrangement for the disposal of:

33.6.1.1 more than seventy-fi ve per cent (75%) of the assets of the Company or any Subsidiary, whether in one or a series of transactions (provided that a reference to “assets” herein shall exclude a reference to shares held by the Company and/or Ross Africa where the disposal of such shares by the Company and/or Ross Africa is regulated under the Retention Agreement); or

43

33.6.1.2 any shares of any Subsidiary (other than Ross Africa, Master Farmer Feeds and Ross Zambia, as the disposal of shares in Ross Africa, Master Farmer Feeds and Ross Zambia is regulated under the Retention Agreement) that results in the Company owning (directly or indirectly) less than seventy-fi ve per cent (75%) of the share capital of any such Subsidiary;

33.6.2 enter into any obligation outside of the normal course of business which involves the payment by it, in cash or otherwise, of amounts in excess of one million United States Dollars (US$1 000 000) (or the equivalent in any other currency) in the aggregate in any fi nancial year of the Company;

33.6.3 grant or enter into any material licence, agreement or arrangement concerning any intellectual property rights.

33.7 In further compliance with its obligations under the Policy Agreement, the Retention Agreement and the Loan Agreement, the Company shall not (and in the case of clause 33.7.2, shall ensure that each of its Subsidiaries shall not) take the following decisions or actions without the prior written consent of seventy-fi ve per cent (75%) of the directors present at a quorate meeting of the board:

33.7.1 approve or amend the budget of the Company;

33.7.2 directly or indirectly declare, authorise or make any Distribution (as that term is defi ned in the Policy Agreement) inconsistent with this MOI or the applicable MOI or the Dividend Policy (as that term is defi ned in the Policy Agreement), other than reductions of capital or repurchases of securities and Share Equivalents (or securities or share equivalents of any Subsidiary) issued to or held by employees, offi cers, directors or consultants of the Company or its Subsidiaries pursuant to any employee share incentive scheme that may exist from time to time upon termination of their employment, at a price not greater than the fair market value.”

3. By the deletion of clause 34.6 thereof in its entirety and the substitution therefore of the following new clause 34.6:

“34.6 The board may appoint any person who satisfi es the requirements of the Act for appointment as a director:

34.6.1 as an addition to the board, and to serve as a director on a temporary basis until such appointment is confi rmed by shareholders; or

34.6.2 to fi ll any vacancy, and to serve as a director on a temporary basis until the vacancy has been fi lled by election in terms of clause 34.5 and confi rmed by shareholders,

at the next annual general meeting, and during that period any person so appointed has all of the powers, functions and duties, and is subject to all of the liabilities, of any other director.”

4. By the deletion of clause 36.9 thereof in its entirety and the substitution therefore of the following new clause 36.9:

“36.9 Save as provided in clauses 33.6 and 33.7, all issues arising at any meeting shall be decided by a majority of votes.”

5. By the deletion of clause 36.13.2 in its entirety and the substitution therefore of the following new clause 36.13.2:

“36.13.2 a majority (and in the case of clauses 33.6 and 33.7, seventy-fi ve per cent (75%)) of the directors present in person or by electronic communication,”

6. By the deletion of clause 41.1.2 thereof in its entirety and the substitution therefore of the following new clause 41.1.2:

“41.1.2 appoint such of their number as are “Independent Directors” (as that term is defi ned in the Policy Agreement) as they shall deem appropriate to serve as the majority of the members of such boards, managers, committees or agents, it being expressly, provided that:

41.1.2.1 no person who is not a director shall be eligible for appointment as a member of any committee, other than the Company’s risk committee; and

41.1.2.2 any member of the Company’s Risk Committee who is not a director:-

41.1.2.2.1 must nevertheless be eligible in terms of the Companies Act to be appointed as a director of a company; and

41.1.2.2.2 shall not be entitled to a vote at any of the proceedings of such committee;”.

7. By the deletion of clause 41.1.3 thereof in its entirety and the substitution therefor of the following new clause 41.1.3:

“41.1.3 fi x the remuneration of all persons appointed to be members of boards, managers, committees or agents;”.

44

Explanatory note:

The proposed amendments to the Company’s MOI are required to be effected in terms of the various agreements concluded between the Company and the IFC and are intended to eliminate potential confl icts between the provisions of those agreements and the Company’s MOI.

By order of the board

Maria AntunesCompany secretary

24 May 2013

Secretary and registered offi ce Transfer secretaries

Country Bird Holdings Limited Computershare Investor Services (Proprietary) Limited8 Melville Road 70 Marshall StreetIllovo, Johannesburg Johannesburg2196 2001(PO Box 412523, Craighall, 2024, South Africa) (PO Box 61051, Marshalltown, 2107, South Africa)



FORM OF PROXY – GENERAL MEETING

The defi nitions commencing on page 3 of the circular to which this form of proxy is attached, shall bear the same meanings in this form of proxy.For use by certifi cated shareholders or dematerialised shareholders with own-name registration at the general meeting to be held at 14:00 on Monday, 24 June 2013 or any other adjourned or postponed date and time determined in accordance with the provisions of section 64(4) or 64(11)(a)(i) of the Companies Act (as read with the Listings Requirements) at CBH Limited, Ground Floor, 8 Melville Road, Illovo, Johannesburg.Shareholders who have dematerialised their shares, other than “own-name” dematerialised shareholders, with a CSDP or broker should advise their CSDP or broker as to what action they wish to take and should they wish to attend the general meeting they should request their CSDP or broker to issue them with the necessary letter of representation to attend. This must be done in terms of the agreement entered into between them and the CSDP or broker. Shareholders who have dematerialised their shares must not return this form of proxy to the transfer secretaries. Their instructions must be sent to their CSDP or broker for action.Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend, speak and vote in place of that shareholder at the general meeting.For instructions on the use of this form of proxy and a summary of the rights of the shareholder and the proxy, please see the instructions and notes overleaf.I/We (Print Name in Full) of (address)

being a member of the Company holding shares and entitled to vote, do hereby appoint (see note 1):

1. or failing him/her,2. or failing him/her,3. the chairman of the general meeting,as my/our proxy to attend, speak and act for me/us at the general meeting, for the purpose of considering and, if deemed fi t, passing, with or without modifi cation, the ordinary and special resolutions to be proposed thereat and at each adjournment thereof and to vote on such resolutions in respect of the ordinary shares registered in my/our name/s in accordance with the following instructions (see note 2):

Number of votes (one vote per ordinary share on a poll)

In favour Against Abstain

Ordinary resolution number 1Authority to grant the option and the authority for a specific issue of shares for cash

Ordinary resolution number 2Authority to sign all necessary documents

Special resolution number 1Authority to provide financial assistance for the subscription of shares to be issued by the Company

Special resolution number 2Amendment of the Memorandum of Incorporation of the Company

Insert an “X” in the relevant space above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of less than all of the ordinary shares that you own in the Company, insert the number of ordinary shares held in respect of which you desire to vote.My/Our proxy may not delegate his/her authority to act on my/our behalf to another person.

Signed at on 2013SignatureTelephone number ( )Cellphone numberAssisted by me (where applicable) Please read the notes on the reverse hereof carefully.

Notes to the form of proxy:1. Summary of rights contained in section 58 of the Companies Act:

In terms of section 58 of the Companies Act:

• a shareholder may, at any time and in accordance with the provisions of section 58 of the Companies Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a shareholders’ meeting on behalf of such shareholder;

• a proxy may delegate her/his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy;

• irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder’s rights as a shareholder;

• any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise;

• if an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the Company;

• unless revoked, an appointment of a proxy pursuant to this form of proxy remains valid only until the end of the general meeting or any adjournment or postponement of the general meeting; and

• a proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the relevant Company’s Memorandum of Incorporation, or the instrument appointing the proxy, provides otherwise.

2. The form of proxy must only be used by shareholders who hold shares in certifi cated form or who are recorded on the sub-register in electronic form in “own-name”.

3. All other benefi cial owners who have dematerialised their shares through a CSDP or broker and wish to attend the general meeting must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.

4. A shareholder entitled to attend and vote at the general meeting may insert the name of a proxy or the names of two alternate proxies of the shareholder’s choice in the space provided, with or without deleting “the Chairman of the general meeting”. The person whose name stands fi rst on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of such proxy(ies) whose names follow.

5. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each ordinary share held. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space provided. If an “X” has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the shares held by the shareholder concerned. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the general meeting as he/she deems fi t in respect of all the shareholder’s votes exercisable thereat. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder or the proxy.

6. A vote given in terms of an instrument of proxy shall be valid in relation to the general meeting, notwithstanding the death, insanity or other legal disability of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the aforementioned matters shall have been received by the transfer secretaries before the commencement of the general meeting or adjourned meeting at which the proxy is used.

7. If a shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the general meeting be proposed, such proxy shall be entitled to vote as he/she thinks fi t or to abstain from voting if he/she thinks fi t.

8. The Chairman of the general meeting may reject or accept any form of proxy which is completed and/or received, other than in compliance with these notes and instructions.

9. A shareholder’s authorisation to the proxy including the Chairman of the general meeting, to vote on such shareholder’s behalf, shall be deemed to include the authority to vote on procedural matters at the general meeting.

10. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof.

11. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the Company’s transfer secretaries or is waived by the Chairman of the general meeting.

12. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the transfer secretaries of the Company.

13. Where there are joint holders of shares:

• all joint holders must sign the form of proxy; and

• the vote(s) of the senior shareholders (for that purpose seniority will be determined by the order in which the names of shareholders appear in the Company’s register of ordinary shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s).

14. Forms of proxy should be lodged with or mailed to Computershare Investor Services (Proprietary) Limited:

Hand deliveries to: Postal deliveries to:Ground Floor, 70 Marshall Street, Johannesburg, 2001 PO Box 61051, Marshalltown, 2107

to preferably be received by no later than 14:00 on Thursday, 20 June 2013, or handed to the chairman of the general meeting at any time before the appointed proxy/ies exercise/s any of the relevant shareholders rights at the general meeting (or any adjournment or postponement thereof), provided that should a shareholder lodge a form of proxy with the transfer secretaries after the aforementioned date and time then such shareholder will also be required to furnish a copy of such proxy to the chairman of the general meeting before the appointed proxy exercises any of such shareholder’s rights.

15. A deletion of any printed matter and the completion of any blank space need not be signed or initialled. Any alteration or correction must be signed and not merely initialled.

47

48 PRINTED BY INCE (PTY) LTD REF. W2CF16057