The sale of shares in Deposita Systems Proprietary Limited by Afgri Operations Limited AFGRI Limited (Incorporated in the Republic of South Africa) Registration Number: 1995/004030/06 ISIN: ZAE000040549 JSE share code: AFR ("AFGRI" or "the Company") THE SALE OF SHARES BY AFGRI OPERATIONS LIMITED ("AFGRI OPERATIONS") OF ITS SHAREHOLDING AND INTELLECTUAL PROPERTY IN DEPOSITA SYSTEMS PROPRIETARY LIMITED (“DEPOSITA”) INTRODUCTION Shareholders are advised that AFGRI Operations, a wholly owned subsidiary of the Company, has entered into an agreement (“the Agreement”) with Fox Business Trust (“Fox”) and G4S Cash Solutions Business (SA) Proprietary Limited (“G4S”) (collectively “the Parties”) in terms of which, subject to the fulfilment of the suspensive condition referred to in paragraph 2 below ("the Suspensive Condition"), AFGRI Operations and Fox sell their respective 46% and 30% shareholding as well as the related Intellectual Property in Deposita (“the IP”) to G4S ("the Transaction"). THE TRANSACTION 1.1 Rationale In continuing efforts to re-aligning the AFGRI business to the grain value chain, AFGRI has continued with the process of exiting its non-core businesses. The business of Deposita forms part of these non-core businesses. 1.2 Terms of the Transaction In terms of the transaction AFGRI Operations and Fox sell their respective 46% and 30% shareholding in Deposita and AFGRI Operations the related IP in Deposita to G4S with effect from the completion date which will occur once the Suspensive Condition has been satisfied 1.3 Purchase Price The purchase consideration payable by G4S to AFGRI Operations in terms of the Agreement is R113 million (one hundred and thirteen million rand). 1.4 Unaudited Pro forma financial effects of the Transaction The pro forma financial effects of the Transaction on AFGRI`s earnings per share, headline earnings per share, net asset value per share and net tangible asset value per share for the financial year ended 30 June 2012 are not significant (i.e. are less than 3%), and have therefore not been disclosed. 2. SUSPENSIVE CONDITIONS The Transaction is subject to the fulfilment or waiver of the suspensive condition that the competition authority unconditionally approves, or if conditional, approves on such terms and conditions that are acceptable to the Parties, for conclusion and finalisation of the transaction/s as envisaged in the Agreement 3. CATEGORISATION OF THE TRANSACTION The Transaction is a Category 2 transaction in terms of paragraph 9.5 (a) of the JSE Listing Requirements. 23 November 2012 __________________________ Sponsor of the Company Investec Bank Limited Date: 23/11/2012 03:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.