Acquisition of Shares and Claims in Aloysius TASTE HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2000/002239/06) Share code: TAS ISIN: ZAE000081162 (“Taste” or “the Company” or “the Group”) ACQUISITION OF SHARES AND CLAIMS IN ALOYSIUS 1. INTRODUCTION The board of directors of Taste (“the Board”) wishes to advise shareholders of the acquisition of 60% of the ordinary shares in issue and 100% of the claims held by Fiamme Pizza Proprietary Limited (“Fiamme Pizza”) in Aloysius Trading Proprietary Limited (“Aloysius”), by Taste Food Franchising Proprietary Limited (“TFF”), a wholly-owned subsidiary of Taste. Mr Carlo Gonzaga, the Chief Executive Officer of Taste is a director and shareholder of Aloysius through his shareholding in Fiamme Pizza. TFF will also subscribe for a further 200 ordinary shares in Aloysius, resulting in a total shareholding of 80% in Aloysius (“the Acquisition”). 2. THE ALOYSIUS ACQUISITION 2.1 Nature of Aloysius Aloysius is a company which owns 15 Domino’s Pizza franchise stores in Gauteng, Free State, North West, Mpumalanga and Limpopo. Aloysius has been a franchisee of TFF for over ten years, starting with two Scooters Pizza outlets in 2006. 2.2 Purchase consideration and subscription price The purchase consideration of R120 for the 120 shares in Aloysius and R6 000 000 for the claims in Aloysius, as well as the subscription for 200 Aloysius shares at a subscription price of R200, resulting in a total consideration of R6 000 320 (“Purchase Consideration”), shall be settled in cash generated from operations. 3. BACKGROUND TO AND RATIONALE FOR THE ACQUISITION Although Mr Gonzaga was not actively involved in the management of Aloysius, there was a perceived conflict of interest given Mr Gonzaga’s position as Chief Executive Officer of Taste. This perceived conflict has been aggravated by the recent strategic direction of TFF to own corporate stores, whereas in the past the Taste food division did not actively pursue a corporate store ownership strategy. The disposal of Mr Gonzaga’s shares and claims in Aloysius served to remove the perceived conflict of interest as well as to increase the number of corporate owned Domino’s Pizza stores. The remaining 20% of shares in Aloysius will be retained by the existing management who have been franchisees of Taste for ten years. TFF therefore retains this exceptional base of skills and knowledge in the pizza segment and management is aligned to the corporate store ownership strategy of the Group. 4. CONDITIONS PRECEDENT AND EFFECTIVE DATE All suspensive conditions to the Acquisition have been fulfilled. The effective date of the Acquisition is two business days after the date on which the last of the conditions to be fulfilled was fulfilled, being 19 December 2016. 5. FINANCIAL INFORMATION PERTAINING TO THE ACQUISITION The value of the net assets that are the subject of the Acquisition as at 31 May 2016 was negative R10.25 million. The loss after tax attributable to the net assets that are the subject of the Acquisition for the year ended 29 February 2016 was R8.02 million and the loss for the three months ended 31 May 2016 was R1.48 million. 6. CLASSIFICATION OF THE ACQUISITION The Acquisition is considered to be a small related party transaction in terms of paragraph 10.7 of the JSE Listings Requirements (“Listings Requirements”) and consequently requires a fairness opinion (“Opinion”) from an independent professional expert acceptable to the JSE (“Independent Expert”) that the terms of the Acquisition are fair as far as shareholders of Taste are concerned. In terms of paragraph 10.7(b) of the Listings Requirements, the Company has provided the JSE with written confirmation from the Independent Expert that the terms of the Acquisition are fair as far as the shareholders of Taste are concerned. The fairness opinion will lie for inspection at Taste’s registered office for a period of 28 days from the date of announcement. Johannesburg 20 December 2016 Sponsor and Independent Expert Merchantec Capital Date: 20/12/2016 02:19:00 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.