Challenge to the purported waiver by CBH of the condition as to minimum acceptances in respect of the CBH offer SOVEREIGN FOOD INVESTMENTS LIMITED Incorporated in the Republic of South Africa Registration Number: 1995/003990/06 JSE Code: SOV ISIN Number: ZAE000009221 (“Sovereign” or the “Company”) CHALLENGE TO THE PURPORTED WAIVER BY COUNTRY BIRD OF THE CONDITION AS TO MINIMUM ACCEPTANCES IN RESPECT OF THE COUNTRY BIRD OFFER Sovereign shareholders (“Shareholders”) are referred to the announcement published by Sovereign on SENS on Thursday, 7 July 2016, notifying Shareholders of the firm intention by Country Bird Holdings Proprietary Limited (“Country Bird”) to make a conditional general offer to Shareholders in terms of section 117(1)(c)(v) of the Companies Act, No. 71 of 2008, as amended (“Companies Act”), to acquire the entire ordinary share capital of Sovereign, other than those Sovereign ordinary shares already held by Country Bird and its concert parties and by Sovereign’s subsidiaries (“Offer Shares”), for a cash consideration of R9.00 per Offer Share, cum any dividends paid by Sovereign from 6 July 2016 onwards (“Offer”). Country Bird issued an offer circular to Shareholders on Monday, 11 July 2016, setting out the terms and conditions of the Offer (“Offer Circular”). In terms of the Offer Circular and firm intention announcement published by Country Bird on SENS on Wednesday, 6 July 2016, the Offer is subject to, inter alia, sufficient acceptances being received from Shareholders such that Country Bird, together with its concert parties, hold at least 50% plus 1 share of the total issued share capital of Sovereign after implementation of the Offer (“Condition as to Minimum Acceptances”). Shareholders are further referred to the announcements published by Country Bird on SENS on Tuesday, 13 September 2016 and Wednesday, 14 September 2016, informing Shareholders of CBH’s purported waiver of the Condition as to Minimum Acceptances (“Purported Waiver”) and that the Offer “is unconditional as to acceptances”. Shareholders are hereby notified that Sovereign has taken legal advice in relation to the Purported Waiver and that it is of the view that the Purported Waiver is unlawful. In the circumstances, Sovereign intends to challenge the Purported Waiver and will apply to the Takeover Regulation Panel for a formal ruling, inter alia, to the effect that: - the Purported Waiver is contrary to the Companies Act and the Companies Regulations, 2011 and hence unlawful and of no force or effect; and - the Offer did not become unconditional as to acceptances and accordingly lapsed on 13, alternatively, 14 September 2016. Sovereign will notify Shareholders of further developments in due course. Port Elizabeth 20 September 2016 Corporate advisor and sponsor One Capital Attorneys to Sovereign Cliffe Dekker Hofmeyr Inc. Date: 20/09/2016 08:46:00 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.