QUANTUM FOODS HOLDINGS LIMITED - Update regarding the demand to call a shareholders meeting

Update regarding the demand to call a shareholders meeting

QUANTUM FOODS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2013/208598/06)
Share code: QFH
ISIN: ZAE000193686
(“Quantum Foods” or the “Company”)

UPDATE REGARDING THE DEMAND TO CALL A SHAREHOLDERS MEETING

Shareholders of the Company (“Shareholders”) are referred to the announcement published on the Stock Exchange
News Service operated by the JSE Limited on Monday, 27 July 2020, wherein Shareholders were advised that the board
of directors of Quantum Foods (the “Board”) received a written demand from Country Bird Holdings Proprietary Limited
(“CBH”) to call a Shareholders meeting (“Meeting”) in terms of section 61(3) of the Companies Act, No. 71 of 2008
(“Act”), (the “Demand”). In terms of the Demand, the specific purpose for which CBH has proposed the Meeting is for
CBH to propose a resolution in respect of the election by Shareholders of CBH’s nominee (“Nominee”) as a director to
the Board (“Director”).

Following receipt of the Demand, the Company's attorneys raised legal concerns regarding the eligibility of the Nominee
for election as a Director and the Company's obligation to convene the Meeting. The Company accordingly sought a
legal opinion from senior counsel on these issues (“Legal Opinion”).

In terms of the Legal Opinion, the Company has been advised that the Nominee is not eligible for election as a Director
in terms of the Company’s memorandum of incorporation as read with the Act and, as a result, the resolution proposed
in the Demand is legally invalid. In the circumstances, the Company has no legal duty to convene the Meeting since the
purpose of the Meeting is to propose a resolution which is legally invalid.

In light of the above, Shareholders are hereby informed that the Company will not be issuing a notice to convene the
Meeting.


Wellington
7 August 2020

Corporate advisor and Sponsor
One Capital

Attorneys
Cliffe Dekker Hofmeyr




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Date: 07-08-2020 03:48:00
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