Voluntary Announcement: Acquisition of the Galovos Business QUANTUM FOODS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration Number: 2013/208598/06 Share Code: QFH ISIN Code: ZAE000193686 (“Quantum Foods” or “the Company”) VOLUNTARY ANNOUNCEMENT: ACQUISITION OF THE GALOVOS BUSINESS 1. THE ACQUISITION The Company is pleased to advise that Quantum Foods Mozambique, S.A. (“the Purchaser”), a wholly-owned subsidiary of the Company, has entered into a sale of business agreement with Galovos Limitada (“the Seller”) (collectively referred to as “the Parties”) dated 25 April 2016 (“the Agreement”). In terms of the Agreement, the Purchaser will purchase the Galovos business from the Seller, which business is conducted as a going concern in Mozambique (“the Business”). In terms of the Agreement, the Purchaser will be acquiring the assets owned and used by the Seller in connection with the Business, the goodwill, the intellectual property and the stock associated with the Business (“the Assets”). In addition, the Purchaser will be taking over all employees and certain select contracts. The Seller will remain liable for all the liabilities in respect of the Business (hereafter referred to as “the Acquisition”). 2. OVERVIEW OF THE GALOVOS BUSINESS The Business produces and sells commercial eggs in the Mozambican market. 3. EFFECTIVE DATE The effective date of the Acquisition shall be 10 (ten) business days following the date upon which the last of the conditions precedent to the Agreement have been fulfilled or waived (“the Effective Date”). 4. RATIONALE FOR THE ACQUISITION The Acquisition supports the strategic objective of Quantum Foods to expand into selected new markets in Africa. 5. PURCHASE CONSIDERATION 5.1. The purchase consideration for the Business and the Assets, excluding the value of the stock, is R26 600 000 (“Asset Consideration”). The value of the stock will be determined on the close of business on the day before the Effective Date, but is estimated to be R4 500 000 (“Stock Consideration”). 5.2. The Asset Consideration shall be paid by the Purchaser as follows: 5.2.1. R25 100 000 less the Seller’s liability in respect of the following amounts as determined on the Effective Date: 5.2.1.1. leave pay accrued to employees; 5.2.1.2. severance pay that would have been payable to employees in the event of a dismissal by reason of the Seller’s operational requirements; and 5.2.1.3. all other payments that have or will have accrued to employees, but are still outstanding by the Seller; to be paid on the Effective Date; and 5.2.2. R1 500 000, 6 (six) months from the Effective Date (“Retention Amount”). 5.3. The Stock Consideration shall be payable by no later than 5 (five) days after the Effective Date. 5.4. The total purchase consideration shall be paid to the Seller in Cash. 5.5. Any claim made against the Seller in terms of the Agreement will be deducted from the outstanding Retention Amount. 6. CONDITIONS PRECEDENT The Acquisition is subject to the fulfilment of the following material conditions precedent by no later than 31 May 2016, namely: 6.1. all regulatory consents and other approvals from the responsible authorities in terms of Mozambican and South African laws be obtained in an unconditional and unqualified form; 6.2. the Purchaser completing a due diligence investigation to its satisfaction; 6.3. receipt of a clearance certificate from Mozambique’s Social Security Institute confirming that all amounts due to it by the Seller have been paid; 6.4. receipt of an updated tax clearance certificate from the Mozambican tax authorities confirming that all taxes, including tax relating to the social security, due to it by the Seller have been paid; 6.5. the Seller having received all relevant licenses from the relevant authorities in order to conduct its business activities, including the license for the production and marketing of eggs and the license for the wholesale trade with import and export; and 6.6. the Purchaser obtaining all necessary registrations and approvals to conduct the Business in its name, including Central Bank approval for the foreign investment. 7. OTHER RELEVANT INFORMATION The Parties have provided warranties to each other that are standard to a transaction of this nature. 8. CATEGORISATION The Acquisition is below the threshold for a category 2 transaction, accordingly this announcement is voluntary. Wellington 26 April 2016 Sponsor PSG Capital Proprietary Limited Date: 26/04/2016 02:35:00 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.