Subscription Agreement NUTRITIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number 2004/002282/06) Share code: NUT ISIN: ZAE000156485 (“the Company” or “NUT”) SUBSCRIPTION AGREEMENT Shareholders are referred to the terms announcement published by the Company dated 16 November 2015 relating to a subscription of 1 500 000 000 shares for R39 500 000 in cash with the Imisebeyelanga Nazareth Baptist Church Trust (“Subscriber”) (“the Subscription”) by way of a general issue of shares for cash. Shareholders are hereby advised that all the conditions precedent to the Subscription were fulfilled, other than the funds being transferred into the Company’s bank account and approval of the issue of NUT shares by the JSE Limited, prior to 31 December 2015. The board has been actively engaging with the Subscriber regarding the transfer of funds and despite having placed the Subscriber in breach, in terms of the Subscription Agreement, payment has not been forthcoming. The breach period has expired today leaving the board with no other option but to cancel the Subscription Agreement. Shareholders will be updated of progress made in the Company’s fund raising efforts in due course. 15 January 2016 Umhlanga Designated Advisor: PSG Capital Proprietary Limited Date: 15/01/2016 04:35:00 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.