Successful Capitalisation through a General Issue of Shares for Cash NUTRITIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number 2004/002282/06) Share code: NUT ISIN: ZAE000156485 (“the Company” or “NUT”) SUCCESSFUL CAPITALISATION THROUGH A GENERAL ISSUE OF SHARES FOR CASH Introduction Shareholders are referred to the SENS announcement released by the Company on 14 October 2014 wherein shareholders were advised of the revised subscription agreement with Philisani whereby the specific issue of shares for cash to Philisani was reduced from R13 million to R10 million (“Philisani Subscription”). Shareholders are further referred to the announcements released on SENS 5 December 2014 and 22 January 2015 outlining the successful conclusion of the Philisani Subscription. Issue of shares for cash Shareholders are advised that the Company has successfully raised an additional R5 million by way of a general issue of shares for cash, which together with the Philisani BEE Subscription brings the total cash raised to R15 million. This fulfils the board’s refunding requirement to fully implement the Company’s turnaround strategy. All funds raised will be utilised in the operations of the Company, but more specifically to purchase two new extrusion lines as well as automated packing machinery. The remainder of the funds will be utilised to bolster working capital to fund management’s anticipated increase in turnover levels given the successful conclusion of the Philisani BEE transaction and the implementation of the turnaround. The broad based BEE credentials of the Company have not been materially affected by this further issue of shares. The Company has undertaken a re-audit of its BEE status and has been awarded the status of a level 2 contributor(previously a level 3 contributor). Issue of shares for cash NUT shareholders are advised that NUT has issued a total of 500 million new NUT shares for cash (“cash issue”), representing 25.03% of the issued share capital of NUT, as at 29 August 2014 being, the date of the annual general meeting, whereat approval was granted in terms of a general authority to issue shares for cash. Consideration and number of shares issued in terms of the cash issue The following shares were issued at a price of R0.01 per share: - 125 million shares at a 5% discount to the 30 day volume weighted average traded price of the Company’s shares prior to 5 November 2014, being the date the issue was agreed between the Company and subscribers under the cash issue; - 125 million shares at a 8% discount to the 30 day volume weighted average traded price of the Company’s shares prior to 25 November 2014, being the date the issue was agreed between the Company and subscribers under the cash issue; and - 250 million shares at a 9% discount to the 30 day volume weighted average traded price of the Company’s shares prior to 28 November 2014, being the date the issue was agreed between the Company and subscribers under the cash issue. A total cash amount of R5 million has been raised in terms of the cash issue and the new NUT shares issued rank pari passu with the existing shares in issue. The new NUT shares were placed with public shareholders, as defined in paragraphs 4.25 and 4.26 of the JSE Listings Requirements. 9 February 2015 Umhlanga Designated Advisor: PSG Capital Proprietary Limited Date: 09/02/2015 12:22:00 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.