Finalisation announcement in respect of the Scheme of Arrangement COUNTRY BIRD HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2005/008505/06) Share code: CBH ISIN: ZAE000094835 (“CBH” or “the Company”) FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT 1. FULFILMENT OF SCHEME CONDITIONS Shareholders are referred to the circular issued by CBH to its shareholders on 17 October 2014 ("Circular") regarding the terms on which Black River Food Fund 2 LP (“the Offeror”), inter alia, offered to acquire the entire issued ordinary share capital of CBH, excluding the ordinary shares held by Synapp International Limited (“Scheme Shares”) (“Proposed Transaction”), by way of a scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008 (“Companies Act”) (“Scheme”) and the announcement released on the Stock Exchange News Service of the JSE Limited ("SENS") dated 14 November 2014 which advised CBH shareholders that all resolutions required for the approval of the Scheme were passed by the requisite majority of CBH shareholders entitled to vote at the scheme meeting convened on the same day (“Results Announcement”). Unless defined herein, terms used in this announcement shall bear the same meaning as set out in the Circular. CBH shareholders are advised that: 1.1. the Takeover Regulation Panel has issued a compliance certificate in terms of section 121(b)(i) of the Companies Act in relation to the Proposed Transaction; and 1.2. the implementation of the resolutions of the shareholders approving the scheme is not required to be approved by the court, nor will CBH treat those resolutions as a nullity as contemplated in section 115(5)(b) of the Companies Act. Therefore all conditions precedent to the Scheme as detailed per the Circular have been fulfilled and the Scheme is now unconditional. In terms of the Scheme, each CBH shareholder will receive R5.00 for every Scheme Share held (“Scheme Consideration”). 2. FINAL SALIENT DATES AND TIMES The timetable for the finalisation and implementation of the transaction is as follows: Action 2014 Finalisation Date Friday, 28 November Finalisation announcement released on SENS Friday, 28 November Finalisation announcement published in the South African press Monday, 1 December Last day to trade in Shares in order to be recorded in the Friday, 5 December Register on the Scheme Record Date (Scheme Last Day to Trade) Date of suspension of listing of Shares on the JSE Monday, 8 December Scheme Record Date on which Shareholders must be recorded Friday, 12 December in the Register to receive the Scheme Consideration Operative Date of the Scheme Monday, 15 December Scheme Consideration expected to be posted/paid to Certificated Monday, 15 December Scheme Participants (provided their Form of Surrender and Transfer are received on or prior to 12:00 on the Scheme Record Date) Dematerialised Scheme Participants to have their accounts with Monday, 15 December their CSDP or broker credited with the Scheme Consideration Termination of listing of Shares at commencement of trade on the Wednesday, 17 December JSE Notes: 1. All times given in this announcement are local times in South Africa. 2. Shareholders who hold Shares on the Scheme Last Day to Trade (Friday, 5 December 2014) will participate in the Scheme (i.e. sell their Scheme Shares to the Offeror in accordance with the Scheme for the Scheme Consideration). 3. Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade. Johannesburg 28 November 2014 Transaction Advisor and Sponsor to CBH Investec Bank Limited Legal Advisor to CBH Kern & Partners Legal Advisor to the Offeror Webber Wentzel Independent Expert Grant Thornton Advisory Services Proprietary Limited Merchant Bank to the Offeror Rand Merchant Bank, a division of FirstRand Bank Limited Date: 28/11/2014 04:07:00 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.