NUTRITIONAL HOLDINGS LIMITED - Results Of Annual General Meeting - Dealings In Securities By Directors And An Associate Of A Director

Results Of Annual General Meeting - Dealings In Securities By Directors And An Associate Of A Director

Nutritional Holdings Limited
(Registration number 2004/002282/06)
(Incorporated in the Republic of South Africa)
Share Code: NUT   ISIN: ZAE000156485
(“Nutritional Holdings” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING (“AGM”)
DEALINGS IN SECURITIES BY DIRECTORS AND AN ASSOCIATE OF A DIRECTOR

RESULTS OF ANNUAL GENERAL MEETING

In terms of paragraph 3.91 of the JSE Listings Requirements, the board of directors
(“Board”) advise that all the resolutions, including the special resolutions, as set
out in the notice of the AGM, were passed by a comprehensive majority of shareholder
votes at the AGM held today at the registered offices of the Company.

Altogether 62.77% of voteable shares, being 3 497 368 179 shares, were represented at
the AGM.

The detailed results of the voting are as follows:
                                           % voted           %                 % FOR
                                                of    ABSTAINED   % AGAINST       of
                              Number of     issued    of issued   of shares   shares
 Resolution                shares voted     shares       shares       voted    voted
 Ordinary No. 1:         2 194 595 816     62.75        0.03          -        100
 Endorsement of annual
 financial statements

 Ordinary No. 2: Re-     2 194 595 816     62.75       0.03          -        100
 appointment of auditors

 Ordinary No. 3:          2 194 595 816    62.75       0.03          -        100
 Auditors, remuneration

 Ordinary No. 4: Re-      2 194 595 816    62.75       0.03          -        100
 appointment Mr AR
 Pinfold as a non-
 executive director

 Ordinary No. 5:          2 194 595 816    62.75       0.03          -        100
 Confirmation of
 appointment of Dr C
 Kapnias as a member of
 the Audit and
 Risk Committee


 Ordinary No. 6: Re-      2 194 595 816    62.75       0.03          -        100
 appointment of Mr GR
 Wambach as a member of
 the Audit and Risk
 Committee

 Ordinary No. 7: Placing  2 194 595 816     62.75       0.03          -        100
 unissued ordinary
 shares for purpose of
 share option scheme
 under the control of
 the directors

 Ordinary No. 8: Placing  2 194 595 816     62.75       0.03          -        100
 of the authorised but
 unissued ordinary share
 capital under the
 control of the
 directors
 
 Ordinary No. 9: General  2 194 079 149      62.74         0.03       0.02      99.98
 authority to issue
 shares for cash

 Ordinary No. 10:         2 194 079 149     62.74         0.03       0.02      99.98
 Authorisation to sign
 any documents

 Ordinary No. 11:         1 884 079 149      53.87         0.03       14.15     99.97
 Approval of Kenosi Loan

 Ordinary No. 12:         1 743 512 222      49.85      20.58           -        100
 Approval of Pop-up Loan
 and Pinfold Loan

 Ordinary No. 13:         1 027 328 004     29.37      53.18         0.05      99.95
 Approval of the
 issuance of the Salary
 Shares

 Special No. 1:           2 194 079 149     62.74         0.03       0.02      99.98
 Remuneration of non-
 executive directors

 Special No. 2:           2 194 079 149     62.74         0.03       0.02      99.98
 Acquisition of
 Company’s own shares

 Special No. 3:          2 194 079 149      62.74         0.03       0.02      99.98
 Amendment to memorandum
 of incorporation

DEALINGS IN SECURITIES BY DIRECTORS AND AN ASSOCIATE OF A DIRECTOR

In compliance with paragraphs 3.63 to 3.74 of the Listings
Requirements of the JSE Limited, the following information is
disclosed as a consequence of the passing of ordinary resolutions 12 and 13:

DIRECTOR:                          AR Pinfold

COMPANY:                           Nutritional Holdings
                                   Limited

STATUS:                            Non-executive director

ASSOCIATE:                         Pop-up Trading (PTY) Limited

RELATIONSHIP WITH DIRECTOR:        Director of the associate

TYPE OF SECURITIES:                Shares

CLASS OF SECURITIES:               Ordinary

DATE OF RECEIPT OF OPTION:         30 September 2016

NUMBER OF SECURITIES:              400 000 000

CENTS PER SHARE:                   1 cent

TOTAL RAND VALUE OF SECURITIES:    R4 000 000

NATURE OF TRANSACTION:             Granting of an option to
                                   convert a loan (off-market transaction)

STRIKE DATE OF CONVERSION:         30 September 2016

PERIOD OF EXERCISE:                No later than 31 December 2016
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION:                   Indirect, beneficial

CLEARANCE OBTAINED:                Yes


DIRECTOR:                          AR Pinfold

COMPANY:                           Nutritional Holdings Limited

STATUS:                            Non-executive director
TYPE OF SECURITIES:                Shares

CLASS OF SECURITIES:               Ordinary

DATE OF RECEIPT OF OPTION:         30 September 2016

NUMBER OF SECURITIES:              260 000 000

CENTS PER SHARE:                   1 cent

TOTAL RAND VALUE OF SECURITIES:    R2 600 000

NATURE OF TRANSACTION:             Granting of an option to
                                   convert a loan (off-market
                                   transaction)
STRIKE DATE OF CONVERSION:         30 September 2016

PERIOD OF EXERCISE:                No later than 31 December
                                   2016

NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION:                   Direct, beneficial

CLEARANCE OBTAINED:                Yes


DIRECTOR:                          R Etchells

COMPANY:                           Nutritional Holdings Limited

STATUS:                            Executive director

TYPE OF SECURITIES:                Shares

CLASS OF SECURITIES:               Ordinary

DATE TRANSACTION:                  26 May 2016

NUMBER OF SECURITIES:              23 000 000

CENTS PER SHARE:                   1 cent

TOTAL RAND VALUE OF SECURITIES:    R230 000

NATURE OF TRANSACTION:             Receipt of shares in lieu of unpaid salary

NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION:                   Direct, beneficial

CLEARANCE OBTAINED:                Yes


DIRECTOR:                          T Mokgatlha

COMPANY:                           Nutritional Holdings Limited

STATUS:                            Executive director
TYPE OF SECURITIES:                Shares

CLASS OF SECURITIES:               Ordinary

DATE TRANSACTION:                  26 May 2016

NUMBER OF SECURITIES:              23 000 000

CENTS PER SHARE:                   1 cent

TOTAL RAND VALUE OF SECURITIES:    R230 000

NATURE OF TRANSACTION:             Receipt of shares in lieu of unpaid salary

NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION:                   Direct, beneficial

CLEARANCE OBTAINED:                Yes

Umhlanga

30 September 2016

Designated adviser: PSG Capital Proprietary Limited

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