Specific Issue To GPI Women’s BBBEE Empowerment Trust GRAND PARADE INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration Number 1997/003548/06) Share code: GPL ISIN: ZAE000119814 (“GPI” or “the Company”) SPECIFIC ISSUE TO GPI WOMEN’S BBBEE EMPOWERMENT TRUST Shareholders are referred to the circular distributed to shareholders on 8 November 2013 (“Circular”) and to the shareholders meeting held on 11 December 2013 (“General Meeting”). In terms of the circular: • GPI was to undertake a specific issue of shares for cash to a broad-based black economic empowerment trust known as the GPI Women’s Empowerment Trust (“Trust”) to the value of R60 million (“BEE Specific Issue”); • GPI was to provide funding to a special purpose vehicle subsidiary company of GPI (“SPV”) in the amount of R100 million, by way of subscribing for preference shares in the SPV, which SPV would then make a capital contribution to the Trust (“BEE Funding”); • The BEE Funding was to be used by the Trust to fund the BEE Specific Issue and to acquire further GPI shares in the open market to the value of R40 million (“BEE Share Acquisition”); and • the Trust was to pledge the shares from the BEE Specific Issue and the BEE Share Acquisition to the SPV as security for the capital contribution (“Pledge”). The above transaction was approved by shareholders at the General Meeting. When the BEE Specific Issue was implemented in May 2014, and due to an administrative error, GPI provided a direct loan to the Trust (to the value of R60 million) (“Loan Funding”) instead of providing the funding via the preference share structure in the SPV in accordance with the shareholder approval. Furthermore, after the BEE Specific Issue was implemented but before a decision was taken to proceed with the BEE Share Acquisition (it being noted no specific timeframe for implementing the BEE Share Acquisition was specified in the circular), GPI performed its annual BEE verification, the results of which indicated that the BEE Specific Issue had assisted GPI in reaching its targeted level of black ownership. As such the implementation of the BEE Share Acquisition was no longer required for GPI to further increase its black ownership. Accordingly, the transaction that was implemented deviated from the transaction approved by shareholders in that: • the Loan Funding was provided in lieu of the BEE Funding and only for the amount required by the BEE Specific Issue; • the BEE Share Acquisition did not take place; and • The Pledge was not provided. When GPI became aware of the oversight, GPI sought legal advice on an appropriate path forward. As part of the same process, GPI also reviewed the structure as implemented and identified that there is no material commercial difference between the interest free loan and the preference share structure approved by shareholders and that, as such, shareholders of GPI have not been financially prejudiced by the structure as implemented. Following consultation with the JSE, GPI subsequently implemented the BEE Funding structure as originally approved by shareholders for the amount required by the BEE Specific Issue and the Trust provided the Pledge in respect of the BEE Specific Issue shares. However, GPI has decided that it will not implement the BEE Share Acquisition as there is no obligation on GPI to do so and GPI has a satisfactory level of black ownership. In light of this, GPI is of the view that the capital will be better allocated in furtherance of its stated objective to increase its investments in the food sector. Cape Town 14 November 2017 Sponsor: PSG Capital Date: 14/11/2017 05:30:00 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.