Acquisition of business assets of Boland Pulp, Boland Properties and the business assets of Deemster RHODES FOOD GROUP HOLDINGS LIMITED (Previously Rhodes Food Group Holdings Proprietary Limited) (Incorporated in the Republic of South Africa) Registration number 2012/074392/06 JSE share code: RFG ISIN: ZAE000191979 (“the Company”) ACQUISITION OF BUSINESS ASSETS OF BOLAND PULP PROPRIETARY LIMITED (“BOLAND PULP”), THE IMMOVABLE PROPERTY OWNED BY BOLAND PULP PROPERTIES PROPRIETARY LIMITED (“BOLAND PROPERTIES”) AND THE BUSINESS ASSETS OF DEEMSTER PROPRIETARY LIMITED (“DEEMSTER”): UNCONDITIONALITY AND OTHER IMPORTANT MATTERS Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on 20 February 2015 (“Acquisition Announcement”) regarding the Company’s wholly owned subsidiary, Rhodes Food Group Proprietary Limited (“Rhodes Food”) having had concluded three agreements (collectively referred to as the “Agreements”) with sellers who are related parties to one another, namely: a) the agreement (“Boland Pulp Agreement”) relating to the acquisition by Rhodes Food of the business assets of Boland Pulp from Boland Pulp (“Boland Pulp Acquisition”); b) the agreement (“Boland Properties Agreement”) relating to the acquisition by Rhodes Food of immovable properties owned by Boland Properties from Boland Properties (“Boland Properties Acquisition”); and c) the agreement (“Deemster Agreement”) relating to the acquisition by Rhodes Food of the business assets of Deemster from Deemster (“Deemster Acquisition”), which acquisitions were subject to the fulfilment or waiver, as the case may be, of certain conditions precedent. Further to the Acquisition Announcement, the Company’s board of directors advises as follows: A. Boland Pulp Acquisition All of the conditions precedent to the Boland Pulp Acquisition have been fulfilled (or waived, as the case may be), and the Boland Pulp Acquisition has therefore become unconditional. The effective date for the Boland Pulp Acquisition is 3 August 2015. B. Boland Properties Acquisition All of the conditions precedent to the Boland Properties Acquisition have been fulfilled (or waived, as the case may be), and the Boland Properties Acquisition has therefore become unconditional. The effective date for the Boland Properties Acquisition is the date of registration of the transfer of the property in the name of Rhodes Food. C. Deemster Acquisition Rhodes Food and Deemster have received a notification from the Competition Commission (“Notice”) requesting that, in terms of section 13(3) of the Competition Act and the Competition Commission Rule 25, Rhodes Food and Deemster are required to notify the Competition Commission of the proposed merger within 20 business days after receipt of the Notice. The result of the serving of the Notice on Rhodes Food and Deemster is that the Deemster Acquisition is not yet unconditional. A further announcement will follow once the Deemster Acquisition has become unconditional. The Company’s board of directors further advises shareholders that the Deemster Agreement has, by way of addendums to each of the Agreements, respectively, been de-linked from the Boland Pulp Agreement and the Boland Properties Agreement. The Deemster Agreement is therefore no longer inter-dependent upon the Boland Pulp Agreement and/or the Boland Properties Agreement, respectively. However, the Boland Pulp Agreement and the Boland Properties Agreement remain inter-dependent upon one another, as previously communicated in the Acquisition Announcement. Groot Drakenstein 31 July 2015 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 31/07/2015 01:39:00 Supplied by www.sharenet.co.za 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.