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Notice of general meeting and posting of circular
RCL Foods Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06)
Share code: RCL
ISIN: ZAE000179438
(“RCL Foods” or the “Company”)
NOTICE OF GENERAL MEETING AND POSTING OF CIRCULAR
1. Introduction
RCL Foods shareholders are referred to the announcement released on the Stock Exchange News
Service (“SENS”) on Thursday, 21 November 2013 and published in the South African press on
Friday, 22 November 2013, advising of the proposed acquisition by RCL Foods of TSB Sugar RSA
and TSB Sugar International from TSB Sugar Holdings, the implementation of the TSB BEE
Transaction, the unwinding of the current RCL Foods BEE structure, the implementation of a new
RCL Foods BEE Transaction and a proposed equity capital raising (“the Proposed Transactions”).
2. Notice of General Meeting
A general meeting of shareholders will be held at the Company’s registered office, Six The Boulevard,
Westway Office Park, Westville, Durban at 13:30 on Thursday, 16 January 2014 (“General Meeting”)
for the purpose of considering and, if deemed fit, passing, with or without modification, the special and
ordinary resolutions set out in the notice of General Meeting (“Proposed Resolutions”), which include
the resolutions required to implement the Proposed Transactions, as well as in respect of an increase
in the Company’s authorised share capital and corresponding amendment to the Memorandum of
Incorporation of RCL Foods.
3. Posting of the Circular
A circular providing further information on the Proposed Transactions and incorporating a notice
convening the General Meeting (“the Circular”) has been posted by registered mail to RCL Foods
shareholders today, 12 December 2013.
Shareholders will also be able to inspect the Circular on RCL Foods’ website, www.rclfoods.com, from
today, 12 December 2013, until the date of the General Meeting.
4. Salient dates and times relating to the General Meeting
2013
Record date to determine which RCL Foods shareholders are entitled to
receive the Circular on Friday, 6 December
Circular posted to RCL Foods shareholders on or about Thursday, 12 December
2014
Last day to trade in RCL Foods shares in order to be recorded in the
register in order to participate in and vote at the General Meeting on Friday, 3 January
Record date to be entitled to participate in and vote at the General
Meeting on Friday, 10 January
Last day to submit forms of proxy in respect of the General Meeting to the
transfer secretary by 13:30 on Tuesday, 14 January
General Meeting to be held at the Company’s registered office, Six The
Boulevard, Westway Office Park, Westville, Durban at 13:30 on Thursday, 16 January
Results of the General Meeting to be published on SENS on Thursday, 16 January
Results of the General Meeting to be published in the press on Friday, 17 January
Notes:
1. The abovementioned times are South African times and dates are subject to change. Any such change
will be released on SENS and published in the South African press.
2. Any form of proxy not returned to the transfer secretary by the stipulated time may be handed to the
chairperson of the General Meeting any time before the appointed proxy exercises any of the
shareholder rights at the General Meeting.
Durban
12 December 2013
Sponsor
Rand Merchant Bank Limited (A division of FirstRand Bank Limited)
Date: 12/12/2013 05:00:00 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,
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