ASTRAL FOODS LIMITED - Notice in terms of Section 45(5) of the Companies Act No. 71 of 2008

Notice in terms of Section 45(5) of the Companies Act No. 71 of 2008

ASTRAL FOODS LIMITED
“Astral Foods”
(Reg. No. 1978/003194/06)
(Incorporated in the Republic of South Africa)
Share Code: ARL
ISIN Code: ZAE000029757


NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, NO. 71
OF 2008 (“THE ACT”)

This notice will be sent to all shareholders of Astral Foods as
required by section 45 of the Act.

1. Shareholders should note that:

  1.1     the board of directors of Astral Foods (“the board”)
          has adopted a resolution in terms of section 45 of
          the Act authorising Astral Foods to provide financial
          assistance   to  any   one   or  more  wholly   owned
          subsidiaries of Astral Foods.

  1.2     the provision of financial assistance contemplated in
          paragraph 2.1 was approved by a special resolution of
          the shareholders of Astral Foods adopted on 14
          February 2013.

2. In accordance with section 45 of the Act, the board is
   satisfied and acknowledges that (i) immediately after
   providing such financial assistance, Astral Foods will
   satisfy the solvency and liquidity test as referred to in
   section 45(3)(b)(i) of the Act, and that (ii) the terms under
   which such financial assistance is to be given are fair and
   reasonably to Astral Foods as referred to in section
   45(3)(b)(ii) of the Act.

Pretoria
5 March 2013

Sponsor
JP Morgan Equities South Africa (Pty) Limited

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