Approval of resolutions in terms of section 60 of the Companies Act, update on clawback offer and cautionary renewal BEIGE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/006871/06) (“Beige” or “the Company”) ISIN Code: ZAE000034161 Share code: BEG APPROVAL OF RESOLUTIONS PROPOSED IN TERMS OF SECTION 60 OF THE COMPANIES ACT, NO.71 OF 2008, AS AMENDED (“ACT”); SIGNING OF SUBSCRIPTION AGREEMENT IN RESPECT OF CLAW-BACK OFFER AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. RESULTS OF WRITTEN CONSENT PROCESS IN TERMS OF SECTION 60 OF THE ACT Shareholders are referred to the announcement released on SENS on 20 June 2014 regarding the proposed special and ordinary resolutions providing for, inter alia, the conversion of the company’s ordinary share capital to shares of no par value, an increase in authorised share capital and granting authority to issue shares that will have voting power in excess of 30% of the voting power of all the ordinary shares currently in issue. Shareholders are advised that the Company has, to date, received written consents approving the resolutions from persons entitled to exercise voting rights thereon and holding approximately 78.58% of the voting rights in the company. The resolutions are accordingly regarded as having been adopted by the Company in terms of section 60(2) of the Act. The special resolutions providing for the conversion of the ordinary shares to shares of no par value and the increase in authorised share capital will now be sent to CIPC and shareholders will be advised once confirmation of filing has been received. 2. UPDATE ON PROPOSED CLAW-BACK OFFER Shareholders are referred to the announcements released on SENS on 28 May 2014 and 20 June 2014 regarding the Company’s decision to raise R30 million by way of a claw-back offer (“the claw-back offer”). 2.1 Rationale for the Claw-back offer As previously announced, the proceeds of the claw-back offer will be applied to a re-financing strategy for the Group through the conversion of existing debt into equity. In order to provide equal opportunity to shareholders to participate in this recapitalisation of the Company, the recapitalisation will be done through the mechanism of a renounceable claw-back offer. 2.2 Conclusion of a Subscription Agreement The board is pleased to announce that on the 30 June 2014, the Company concluded a subscription agreement with The Lion Match Company Proprietary Limited (“Lion Match” or “the subscriber”) in terms of which Lion Match has agreed to subscribe for 1 000 000 000 ordinary Beige shares which will form the subject of the claw-back offer (“the claw-back shares”) at a subscription price of R0.03 per share (“subscription price”) and an aggregate subscription amount of R30 000 000. Shareholders are advised that Lion Match has already injected the R30 000 000 into the Company and this money will be applied to the subscription price. The claw-back shares will, however, only be issued to Lion Match once the special resolutions adopted in terms of Section 60 of the Act, as detailed above, have been registered by CIPC. Beige has agreed to pay the subscriber an underwriting commission of 4% of the subscription price following the closing of the claw-back offer. 2.3 TERMS OF THE CLAW-BACK OFFER In terms of the claw-back offer, Beige shareholders will be granted the opportunity to subscribe for the claw-back shares at the subscription price and in the ratio of 61.21822 claw-back shares for every 100 ordinary Beige shares held on a date to be determined following the approval by the JSE of a circular to shareholders detailing the terms of the claw-back offer (“the record date”). Within 5 business days of the closing of the claw-back offer, the subscriber will be paid the proceeds received from Beige shareholders who have “clawed-back” their pro-rata share of the claw-back shares in terms of the claw-back offer. 3. PRO-FORMA FINANCIAL EFFECTS OF THE CLAW-BACK OFFER AND RENEWAL OF CAUTIONARY ANNOUNCEMENT The financial effects of and salient dates in respect of the claw-back offer will be announced on SENS in due course. Shareholders are accordingly advised to continue exercising caution when dealing in the Company’s securities until a further announcement is made. Johannesburg 2 July 2014 Designated Advisor Arcay Moela Sponsors Proprietary Limited Date: 02/07/2014 02:14:00 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.