CATEGORY 2 TRANSACTION ANNOUNCEMENT Ububele Holdings Limited Incorporated in the Republic of South Africa (Registration number: 1998/011074/06) Share code: UBU ISIN Code: ZAE000144739 CATEGORY 2 TRANSACTION ANNOUNCEMENT: DISPOSAL BY UBUBELE OF ITS 100% EQUITY STAKES IN UNIQUE DAIRY PRODUCTS (PTY) LIMITED AND UNI-WAY LOGISTICS (PTY) LIMITED TO A RELATED PARTY 1. THE TRANSACTION Shareholders are hereby advised that Ububele Holdings Limited (“Ububele” or “the Seller”) has entered into an agreement with New ManCo duly represented by Mr. Stephan Abraham Roux (“the Purchaser”), in terms of which the Seller will dispose of: 1.1. 100% if its equity stake and loan account in Unique Dairy Products (Pty) Limited (“UDP”); 1.2. 100% of the business of Uni-Way Logistics(Pty) Limited (“Uni-Way”); and 1.3. all trademarks relating to UDP and Uni-Way, with the specific exclusion of the trademark “Just Fresh”, (collectively referred to hereinafter as “the Sale Assets”) to the Purchaser, on the terms and conditions more specifically set out below (collectively referred to hereinafter as “the Disposal”). 2. BUSINESSES CARRIED ON BY UDP AND UNI-WAY 2.1. UDP UDP is an award-winning manufacturer and supplier of ice-cream, soft serve, frozen novelties, frozen yogurt and related ice-cream products. 2.2. Uni-Way Uni-Way is a logistical company that operates with its vehicle fleet within the cold chain in South Africa. 3. BACKGROUND INFORMATION ON THE PURCHASER As set out in paragraph 1 above New Manco is the Purchaser in terms of the Disposal and is duly represented by Mr. Stephan Abraham Roux, currently an executive director on the board of directors of Ububele. The Purchaser is an associate of Mr Stephan Abraham Roux. The management and staff of UDP and Uni-Way are also shareholders of the Purchaser. 4. RELATED PARTY TRANSACTION As a result of the fact that the Purchaser is an associate of an executive director of the Seller, the Disposal is regarded as a related party transaction in terms of the Listings Requirements of the JSE Limited (“JSE”). In addition, as the transaction categorisation exceeds 10%, a fairness opinion is required and shareholders will have to approve the Disposal in general meeting prior to the implementation thereof. The board will appoint an independent expert to prepare a fairness opinion which will be included in the circular to shareholders as set out in paragraph 12 below. 5. RATIONALE FOR THE DISPOSAL The Disposal forms part of the Seller’s strategy to disinvest in the short to medium term from the food sector and divert all of its available resources and effort into the agricultural sector. The Seller believes that the emphasis on food security and the current high agricultural commodity prices makes the agricultural sector very lucrative. 6. THE EFFECTIVE DATE OF THE DISPOSAL In terms of the agreement the effective date of the Disposal will be 1 December 2012. 7. PURCHASE CONSIDERATION 7.1. The total consideration payable by the Purchaser to the Seller in terms of the agreement is R25 650 100 (“the Sale Proceeds”), and will be paid on the following basis to the Seller: 7.1.1. Payment of the amount of R9 050 100 by the Purchaser on 1 December 2012; 7.1.2. Payment of the amount of R10 000 000 by the Purchaser on 28 February 2013; and 7.1.3. Payment of a total amount of R6 600 000 in 24 equal monthly instalments, with the first instalment to commence on 31 March 2013 and the last instalment payable on 28 February 2014. 7.2. The payable amount stipulated in paragraph 7.1.2 above, will be adjusted by the final audited net amounts owed by or to the Ububele Group to UDP on 30 November 2012. 7.3. The payable amount stipulated in paragraph 7.1.3 above will be adjusted by the final audited net current assets ( Trade debtors and stock and positive bank balance less trade creditors ) , of UDP on 30 November 2012. This amount was R6 600 000 on 30 June 2012. 8. CONDITIONS PRECEDENT The Disposal is subject to the following conditions precedent that has not yet been fulfilled: 8.1. Approval of the Disposal by Ububele shareholders in general meeting. 9. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL The pro forma financial effects of the Disposal are presented for illustrative purposes only and because of their nature may not give a fair reflection of the Seller’s financial position nor of the effect on future earnings after the Disposal. The unaudited pro forma financial effects have been prepared in accordance with the Company’s accounting policies and in compliance with IFRS. Set out below are the unaudited pro forma financial effects of the Disposal, based on the unaudited results for the 6 months ended 31 December 2011. The directors of Ububele are responsible for the preparation of the unaudited pro forma financial information. Unaudited Unaudited Change (%) before the Pro Forma Disposal after the Disposal (cents) (cents) Basic earnings per 3.56 3.93 10.5% share from continuing operations Basic headline 5.95 6.32 6.3% earnings per share from continuing operations Basic loss per (13.54) (13.17) 2.7% share Basic headline 2.30 2.67 16.2% earnings per share Net asset value 41.00 44.38 8.2% per share Net tangible asset (10.39) (7.02) 32.5% value per share Notes and assumptions: 1. The basic earnings per share from continuing operations, basic headline earnings per share from continuing operations, basic loss per share and basic headline earnings per share figures in the “Pro Forma after the Disposal” column have been calculated on the basis that the Disposal was effected on 1 July2011. 2. The net asset value per share and net tangible asset value per share figures in the “Pro forma after the Disposal” column have been calculated on the basis that the Disposal was effected on 31 December 2011. 3. The taxation rate applicable is assumed to be 28%. 4. The basic earnings per share from continuing operations, basic headline earnings per share from continuing operations, basic lossper share and basic headline earnings per share figures are calculated based on weighted average number of shares in issue of 177 283 313 on 31 December 2011. 5. The net asset value per share and net tangible asset value per share have been calculated based on 178 417 824 shares in issue at 31 December 2011. 10. APPLICATION OF THE DISPOSAL PROCEEDS BY THE SELLER The Disposal proceeds will be applied primarily towards the Seller’s strategy to invest in the agricultural sector. 11. OTHER SIGNIFICANT TERMS OF THE DISPOSAL 11.1. Mr. Stephan Abraham Roux will cede his entire shareholding in the Seller as security until such time as the purchase consideration has been settled in full by the Purchaser. 11.2. Mr Stephan Abraham Roux will step down as an executive director of the Seller with effect from 1 December 2012, but will remain as a non-executive director on the board of the Seller until such time as he is up for retirement by rotation in accordance with the Memorandum of Incorporation of the Company. 11.3. The Seller will remain the custodian of the Entrepreneurial Projects of UDP until such custodianship is cancelled by the Seller. In this regard, the Seller shall be represented by Ms June Matlala, currently a director on the board of the Seller. 12. DOCUMENTATION A circular detailing the terms of the Disposal, containing the fairness opinion and convening a general meeting will be posted to Ububele shareholders in due course. 20 August 2012 Designated Adviser PSG Capital Date: 20/08/2012 11:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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