THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The interpretations and definitions commencing on page 4 of this Circular apply throughout this Circular, including this cover page (unless the context indicates a contrary intention). Please take careful note of the following provisions regarding the action required by Shareholders If you have disposed of all of your Ordinary Shares, please forward this Circular, together with any attachments, to the purchaser of such Ordinary Shares or to the Broker, CSDP or other agent through whom the disposal was effected. You should read through this Circular carefully and decide how you wish to vote on the resolutions to be proposed at the General Meeting. If you are in any doubt as to what action to take arising out of this Circular, you should consult your CSDP, Broker, banker, accountant, attorney or other professional advisor immediately. SOVEREIGN FOOD INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1995/003990/06) Share code: SOV ISIN: ZAE Circular to Shareholders regarding the: adoption of the Revised Memorandum of Incorporation; approval of the conversion of the Ordinary Shares having par value into Ordinary Shares having no par value; and adoption of the Share Ownership Plan and incorporating a: Notice of General Meeting; and form of proxy for the General Meeting (for use by Certificated and Dematerialised Shareholders with own-name registration only) Sponsor Attorneys Date of issue: 19 February 2013 This Circular is only available in English. Copies of this Circular may be obtained during Normal Business Hours from the registered office of Sovereign or the offices of One Capital (as set out in the Corporate Information section on the inside front cover of this Circular) or online at from the date of issue of this Circular until the date of the General Meeting.

2 CORPORATE INFORMATION Registered Office Sovereign Food Investments Limited 9 Kruis River Road Uitenhage 6229 South Africa (PO Box 124, Uitenhage, 6230) Company Secretary Max Hoppe 9 Kruis River Road Uitenhage 6229 South Africa (PO Box 124, Uitenhage, 6230) Place of incorporation: South Africa Date of incorporation: 8 May 1995 Sponsor One Capital Sponsor Services (Proprietary) Limited 17 Fricker Road Illovo 2196 South Africa (PO Box , Sandton, 2146) Transfer Secretary Computershare Investor Services (Proprietary) Limited Ground Floor 70 Marshall Street Johannesburg 2001 South Africa (PO Box 61051, Marshalltown, 2107) Attorneys Cliffe Dekker Hofmeyr Inc. 1 Protea Place Sandown 2196 South Africa (Private Bag X7, Benmore, 2010)

3 TABLE OF CONTENTS Page Corporate information Inside front cover Action required by Shareholders 2 Important dates and times 3 Interpretations and definitions 4 Circular to Shareholders 1. Introduction and purpose of this Circular 6 2. Directors responsibility statement 7 3. Consents 7 4. Directors opinion and recommendation 7 5. Documents available for inspection 8 Annexure I Salient features of the revised MOI 9 Annexure II Report to convert par value shares to no par value shares 12 Annexure III Salient features of the Share Ownership Plan 13 Notice of General Meeting 16 Form of proxy Attached 1

4 ACTION REQUIRED BY SHAREHOLDERS This Circular is important and requires your immediate attention. If you are in any doubt as to what action to take, please consult your Broker, CSDP, banker, accountant, attorney or other financial advisor. If you have disposed of your Ordinary Shares, this Circular should be forwarded to the purchaser of such Ordinary Shares or the Broker, CSDP or other agent through whom the disposal was effected. Please take careful note of the following provisions regarding the action required by Shareholders. The General Meeting of Shareholders will be held at the registered office of the Company at 9 Kruis River Road, Uitenhage, on Wednesday, 20 March 2013, at 10:00, to consider and, if deemed fit, to pass the special and ordinary resolutions as set out in the Notice forming part of this Circular. 1. VOTING AND ATTENDANCE AT THE GENERAL MEETING 1.1 If you are a Dematerialised Shareholder and do not have own-name registration Voting at the General Meeting Your Broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and thereafter will cast your vote in accordance with your instructions. If you have not been contacted, it would be advisable for you to contact your Broker or CSDP and furnish them with your voting instructions. If your Broker or CSDP does not obtain voting instructions from you, they will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your Broker or CSDP. You must not complete the attached form of proxy for the General Meeting Attendance and representation at the General Meeting In accordance with the mandate between you and your Broker or CSDP you must advise your Broker or CSDP if you wish to attend the General Meeting and your Broker or CSDP will issue the necessary letter of representation to you to attend the General Meeting. 1.2 If you are a Certificated Shareholder or if you are a Dematerialised Shareholder with own-name registration Voting, attendance and representation at the General Meeting You may attend and vote at the General Meeting in person. Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy for the General Meeting in accordance with the instructions therein and return it to the Transfer Secretary, at Computershare Investor Services (Proprietary) Limited as follows: by hand: 70 Marshall Street, Johannesburg, 2001, South Africa; via post: PO Box 61051, Marshalltown, 2107, South Africa; via fax: (011) ; or via proxy@computershare.co.za to be received by the Transfer Secretary not later than 48 hours before the commencement of the General Meeting (or the adjournment of the General Meeting), this being 10:00 on Monday, 18 March Any forms of proxy not delivered to the Transfer Secretary by this time may be handed to the chairperson of the General Meeting before the appointed proxy exercises any of the Shareholder s rights at the General Meeting (or any adjournment of the General Meeting). 2

5 IMPORTANT DATES AND TIMES 2013 Record date for Shareholders in order to be eligible to receive this Circular Circular posted to Shareholders on Details of General Meeting released on SENS on Documents available for inspection from Last day to trade in Ordinary Shares in order to be eligible to participate in and vote at the General Meeting Record date in order to be eligible to participate in and vote at the General Meeting Last day to lodge forms of proxy with the Transfer Secretary to vote at the General Meeting by 10:00 on (see note 4 below) General Meeting to be held at 10:00 on Results of General Meeting released on SENS on Friday, 8 February Tuesday, 19 February Tuesday, 19 February Wednesday, 20 February Friday, 8 March Friday, 15 March Monday, 18 March Wednesday, 20 March Wednesday, 20 March Notes: 1. These dates and times are subject to change. Any changes will be published on SENS. 2. All times given in this Circular are South African times. 3. Forms of proxy submitted for the General Meeting will remain valid in respect of any adjourned or postponed general meeting. 4. Any form of proxy not delivered to the Transfer Secretary by this time may be handed to the chairperson of the General Meeting at any time before the appointed proxy exercises any of the Shareholder s rights at the General Meeting. 3

6 INTERPRETATIONS AND DEFINITIONS Throughout this Circular, unless otherwise stated, the words in the first column shall have the meanings assigned to them in the second column, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and words in the singular shall include the plural and vice versa. the Act the Board or Directors Broker Certificated Shareholders the Companies Act, No. 71 of 2008, as amended; the board of directors of Sovereign; a stockbroker as defined in the Securities Services Act; Shareholders who have not Dematerialised their Ordinary Shares; Cliffe Dekker or Attorneys Cliffe Dekker Hofmeyr Incorporated (registration number 2008/018923/21), a private company duly registered and incorporated under the company laws of South Africa; Circular Computershare or Transfer Secretary Current MOI CSDP Dematerialised Dematerialised Shareholders this circular to Shareholders, dated 19 February 2013 including the Notice and form of proxy; Computershare Investor Services (Proprietary) Limited (registration number 2004/003647/07), a private company duly registered and incorporated with limited liability under the company laws of South Africa; the Company s memorandum of association together with the articles of association which, with effect from the General Effective Date, became known as the Company s Memorandum of Incorporation; a central securities depository participant, accepted as a participant in terms of the Securities Services Act; the process by which shares held by the holder of certificated shares are converted to and held in electronic form as uncertificated shares in terms of the Strate system and recorded in the sub-register of shareholders maintained by a CSDP; Shareholders who hold Dematerialised Ordinary Shares; General Effective Date the date on which the Act came into effect, being 1 May 2011; General Meeting JSE Listings Requirements MOI or Memorandum of Incorporation Normal Business Hours Notice the general meeting of Shareholders to be held at 10:00 on Wednesday, 20 March 2013 at the registered office of the Company at 9 Kruis River Road, Uitenhage, 6229; JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated with limited liability under the company laws of South Africa and licensed to operate an exchange under the Securities Services Act; the JSE Limited Listings Requirements; memorandum of incorporation; between 8:00 and 16:30 on a day which is not a Saturday, Sunday or official public holiday in South Africa; the notice of General Meeting forming part of this Circular; 4

7 One Capital Ordinary Shares Proposed Conversion R and cents One Capital Sponsor Services (Proprietary) Limited trading as One Capital (registration number 2009/021943/07), a private company duly registered and incorporated with limited liability under the company laws of South Africa; ordinary shares in the ordinary share capital of Sovereign; the proposed conversion of all the authorised Ordinary Shares having a par value of one cent each, into Ordinary Shares having no par value; South African Rand and cents, the official currency of South Africa; Regulations the Companies Regulations, 2011, made pursuant to section 223 of the Act; Revised MOI or Revised Memorandum of Incorporation the proposed Memorandum of Incorporation in terms of which the Current MOI will be amended and replaced in its entirety so as to ensure that the Company s MOI is compliant with the Act and schedule 10 of the Listings Requirements; Securities Services Act the Securities Services Act, No. 36 of 2004; SENS Shareholder(s) Share Ownership Plan or Plan South Africa the JSE Stock Exchange News Service; the holders of Ordinary Shares; the Sovereign Food Investments Limited Employee Share Ownership Plan, the salient features of which are set out in Annexure III to this Circular; the Republic of South Africa; Sovereign or the Company Sovereign Food Investments Limited (registration number 1995/003990/06), a public company duly registered and incorporated with limited liability under the company laws of South Africa, whose shares are listed on the JSE; and Strate Strate Limited (registration number 1998/022242/06), a public company duly registered and incorporated with limited liability under the company laws of South Africa, which is a registered central securities depository in terms of the Securities Services Act, and which manages the electronic clearing and settlement system for transactions that take place on the securities exchange operated by the JSE as well as off-market trades. 5

8 SOVEREIGN FOOD INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1995/003990/06) Share code: SOV ISIN: ZAE Directors CP Davies (Chairman)* C Coombes (Chief Executive Officer) LM Nyhonyha* MP Madi* BJ van Rensburg (Executive director: Production) GG Walter (Executive director: Sales and Marketing) JA Bester* T Pritchard* * Independent non-executive CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR 1.1 Revised MOI The Act came into effect on the General Effective Date. From the General Effective Date, the Company s Memorandum of Association and Articles of Association became known as its Memorandum of Incorporation. The Current MOI contains provisions which are in conflict with the provisions of the Act, but which conflicting provisions generally override the provisions of the Act, for a period of two years after the General Effective Date. In terms of item 4(2)(a) of schedule 5 to the Act, at any time within the two-year period following the General Effective Date, a company may file, without charge, an amendment to its Memorandum of Incorporation in order to harmonise it with the Act. The Board proposes that the Revised MOI is adopted in substitution for the Current MOI in order to bring the Company s constitutional documents in harmony with the provisions of the Act and to ensure that the requirements of schedule 10 of the Listings Requirements are met. The approach adopted in preparing the Memorandum of Incorporation, was to, as far as possible, retain the provisions of the Current MOI to the extent that they are not inconsistent with the Act and the Listings Requirements, and to incorporate the new requirements of the Act as well as the requirements of the Listings Requirements into the document. Annexure I of this Circular contains the salient features of the Revised MOI. The Revised MOI has been formally approved by the JSE. 1.2 Proposed conversion Section 35(2) of the Act also provides that shares do not have a nominal or par value. Although existing companies with par value shares may continue to issue their authorised but unissued par value shares, a company may not increase its authorised share capital by the creation of additional par value shares. The entire authorised and issued share capital of Sovereign currently comprises Ordinary Shares with a par value of one cent each. In order to place the Company in a position to authorise additional 6

9 Ordinary Shares in future, the Board proposes that Shareholders approve the conversion of all (one hundred and fifty million) Ordinary Shares with a par value of one cent each into (one hundred and fifty million) Ordinary Shares of no par value. In accordance with regulation 31(7) of the Regulations, the Board has prepared a report, attached to this Circular as Annexure II, a copy of which will be filed with Companies and Intellectual Property Commission and the South African Revenue Service. The report, inter alia, sets out the material effects that the Proposed Conversion will have on the rights of the holders of the Ordinary Shares. 1.3 Adoption of Share Ownership Plan The Board proposes the adoption of the Share Ownership Plan in terms of schedule 14 of the Listings Requirements as part of their remuneration policy to employees. The Share Ownership Plan was approved by the JSE on 12 December The Plan is designed to retain, motivate and reward eligible employees who are able to influence the performance of the Company, on a basis which aligns their interests with those of the Shareholders. A summary of the provisions of the Share Ownership Plan is set out in Annexure III of this Circular. The purpose of this Circular is therefore to: (i) provide the Shareholders with relevant information relating to: the Revised MOI; the conversion of the Ordinary Shares having a par value into Ordinary Shares of no par value; and the Share Ownership Plan; (ii) convene a general meeting in order for Shareholders to consider and, if deemed fit, pass the necessary special and ordinary resolutions to give effect to the adoption of the Revised MOI, the Proposed Conversion and the adoption of the Share Ownership Plan. 2. DIRECTORS RESPONSIBILITY STATEMENT The Directors: have considered all statements of fact and opinion in this Circular; collectively and individually accept full responsibility for the accuracy of the information given; certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement false or misleading; have made all reasonable enquiries in this regard; and certify that, to the best of their knowledge and belief, this Circular contains all information required by law and the Listings Requirements. 3. CONSENTS One Capital and Cliffe Dekker have provided their written consent to act in the capacity stated and to their name being used in this Circular and have not withdrawn their consent prior to the publication of this Circular. 4. DIRECTORS OPINION AND RECOMMENDATION The Board is of the opinion that the proposed Shareholder resolutions are fair in the circumstances and recommend that the Shareholders vote in favour thereof. Directors with shareholding interests intend to vote in favour of the relevant resolutions to be proposed at the General Meeting. 7

10 5. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the Company s registered office at any time during Normal Business Hours and on the Company s website ( from Wednesday, 20 February 2013 until the conclusion of the General Meeting: the Current MOI and Revised MOI; the rules of the Share Ownership Plan; and a signed copy of this Circular. By order of the Board ME Hoppe Uitenhage 19 February

11 ANNEXURE I SALIENT FEATURES OF THE REVISED MOI The following is a summary of the main provisions of the Revised MOI. 1. THE COMPANY The Company has all of the legal powers and capacity contemplated in the Act, and no provision contained in the Revised MOI should be interpreted or construed as negating, limiting, or restricting those powers in any way whatsoever. The legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications. 2. SHARE CAPITAL AND DEBT INSTRUMENTS The Company is authorised to issue (one hundred and fifty million) Ordinary Shares which rank pari passu in respect of all rights and entitle the holders to vote on any matter to be decided by the Shareholders. The power to increase or decrease the authorised share capital, to create any class of shares and to determine the preferences, rights and limitations or other terms of any shares, is subject to the approval of Shareholders by way of a special resolution. The Board may issue shares at any time, and/or grant options to subscribe for shares but only to the extent or option has been approved by Shareholders in general meeting, either by way of a general or specific authority. If such approval is in the form of a general authority, it will be valid only until the next annual general meeting of the Company. The Company may by special resolution reduce, consolidate, subdivide, convert, cancel and/or buy back its share capital. The Board may authorise the Company to issue secured or unsecured debt instruments (e.g. debentures), but no special privileges associated with any such debt instruments (such as voting rights or the right to appoint directors) may be granted. 3. FINANCIAL ASSISTANCE Subject to the requirements of section 44 of the Act, the Company may provide financial assistance to any person for the purpose of the subscription of any shares to be issued by the Company or for the purchase of shares, subject to a general or specific approval by Shareholders in terms of a special resolution. Subject to the requirements of section 45 of the Act, the Board may authorise the Company to provide direct or indirect financial assistance to a Director or prescribed officer of the Company or to a director or prescribed officer of a related or inter-related company (as defined in the Act), or to a related or interrelated company or corporation, or to a member of a related or inter-related corporation, or to a person related to any such company, corporation, director, prescribed officer or member. 4. SHAREHOLDER MEETINGS The quorum for a Shareholders meeting to begin, or for a matter to be considered, will be at least 3 (three) Shareholders entitled to attend and vote and be present at the meeting. A Shareholders meeting may not begin until sufficient persons are present at the meeting to exercise, in aggregate, at least 25% (twenty five percent) of the voting rights and a matter to be decided at a Shareholders meeting may not be considered unless sufficient persons are present to exercise, in aggregate, at least 25% (twenty five percent) of all of the voting rights in respect of that matter. Subject to the provisions of the Listings Requirements, the Company may conduct a Shareholders meeting entirely by electronic communication or provide for participation in a meeting by electronic communication. 9

12 5. RESOLUTIONS For an ordinary resolution to be approved it must be supported by more than 50% (fifty percent) of the voting rights of Shareholders exercised on the resolution, and for a special resolution to be approved it must be supported by the holders of at least 75% (seventy five percent) of the voting rights exercised on the resolution. A resolution that could be voted on at a Shareholders meeting (other than in respect of the election of Directors) may instead be submitted by the Board for consideration to the Shareholders and voted on in writing by such Shareholders. 6. DIRECTORS The Board must comprise at least 4 (four) Directors, and the Shareholders may, by ordinary resolution determine the maximum number of Directors. The Directors shall be elected by the Shareholders. The Directors shall be entitled to appoint a person as a Director in order to fill a vacancy on the Board or to appoint a person as an executive Director as an addition to the Board, provided that such appointment must be confirmed by Shareholders at the next annual general meeting. No Director shall be appointed for life or for an indefinite period. The non-executive Directors shall rotate in accordance with the provisions of the Listings Requirements. Similarly, the executive Directors shall also be eligible for retirement and subsequent re-appointment, subject to Shareholder approval, every 3 (three) years. The Directors may elect a chairperson (to act in absence of the chairperson) and a deputy chairperson and determine the period for which each is to hold office. Any decision that could be voted on at a meeting of the Board may instead be adopted by the written consent of a majority of the Directors, provided that each Director has received notice of the matter to be decided. The notice period for the convening of any meeting of the Board will be at least 7 (seven) days unless the decision of the Directors is required on an urgent basis which justifies a shorter period of notice. A majority of the Directors must be present at a meeting before a vote may be called at a meeting of Directors of whom at least 3 (three) shall be non-executive Directors. Each Director has 1 (one) vote on a matter before the Board and a majority of the votes cast in favour of a resolution is sufficient to approve that resolution. It the case of a tied vote, the chairperson shall not have a casting vote. The Company may pay remuneration to the Directors for their services as Directors in accordance with a special resolution approved by the Shareholders within the previous 2 (two) years. The Board may appoint committees of Directors and delegate to any such committee any of the authority of the Board. The Board must appoint a social and ethics committee and an audit committee. The Board has the power to exercise all of the powers and perform any of the functions of the Company. The Directors may from time to time borrow for the purposes of the Company such sums as they think fit and secure the payment or repayment of any such sums, or any other sum, as they think fit, provided that the aggregate principal amount at any one time outstanding in respect of moneys so borrowed or raised by the Company shall not exceed the aggregate amount at that time authorised to be borrowed or secured by the Company. The Company may: (i) advance expenses to a Director or directly or indirectly indemnify a Director in respect of the defence of legal proceedings as set out in section 78(4) of the Act; (ii) indemnify a Director in respect of liability as set out in section 78(5) of the Act and/or (iii) purchase insurance to protect the Company or a Director as set out in section 78(7) of the Act. The aforementioned provisions apply mutatis mutandis in respect of any former Director, prescribed officer or member of any committee of the Board. 10

13 7. DISTRIBUTIONS The Directors may declare distributions. The Directors may from time to time declare and pay to the Shareholders such interim distributions as the Directors may consider appropriate. The Company must hold all distributions due to Shareholders in trust, and the Directors may invest or otherwise make use of any unclaimed distributions for the benefit of the Company until such distributions are claimed. Dividends which remain unclaimed for a period of 3 (three) years (or such longer period as the law may prescribe for the prescription of a claim) may be declared forfeited by the Directors for the benefit of the Company. 8. GENERAL The Company must have a Company Secretary. The Revised MOI may only be altered or amended by way of a special resolution by the Shareholders. The Board is prohibited from making, amending or appealing any rules as contemplated in section 15(3) of the Act. 11

14 ANNEXURE II REPORT TO CONVERT PAR VALUE SHARES TO NO PAR VALUE SHARES IT IS RECORDED THAT the board of directors of the Company have proposed the conversion of all the Company s authorised ordinary shares ( Ordinary Shares ) with a par value of one cent each to no par value Ordinary Shares in accordance with the provisions of sub-regulations 31(5) and 31(6) of the Regulations, through the amendment of the Company s Memorandum of Incorporation by way of a special resolution of the shareholders of the Company ( Proposed Conversion ). REPORTED IN TERMS OF REGULATION 31(7) OF THE COMPANIES REGULATIONS THAT: 1. the value of the Ordinary Shares will not be affected by the Proposed Conversion; 2. only the holders of the Ordinary Shares will be affected by the Proposed Conversion; 3. the Proposed Conversion will not have any material effect on the rights of the holders of the Ordinary Shares; 4. the Proposed Conversion will not result in any material adverse effect for any other person; and 5. no person will receive any compensation in terms of the Proposed Conversion. 12

15 ANNEXURE III SALIENT FEATURES OF THE SHARE OWNERSHIP PLAN The Board has proposed the establishment of the Share Ownership Plan, the salient features of which are set out below: Objectives The current share scheme is effectively defunct and it is doubtful whether any shares will be issued in terms of this scheme. No new options/rights have been issued since 1 March 2010 and there is no intention to issue any more. The Board is of the opinion that a new share scheme should be implemented to retain, motivate and reward existing eligible employees (see below) who will be able to influence the performance of the Sovereign group, on a basis which aligns their interests with those of the Shareholders. No hurdle rate has been included in the Plan, as the primary focus of the Plan is on the retention of existing senior managers. The Plan The Plan will be implemented through a new trust, to be named the Sovereign Food Investments Limited Share Trust ( Trust ). The Trust will be managed by a committee comprising 3 (three) trustees who shall all be non-executive Directors ( Trustees ). The Trustees shall appoint the chairman from amongst themselves. The Plan will endure for a period of 7 (seven) years ( Plan Period ). Participation in the Share Ownership Plan Participation in the Plan will be confined to employees who are employed by the Company and other group companies (collectively Employer Companies ) at the commencement date of the Plan and which fall within TASK grades T14 to T19 (ie this includes senior management in agriculture, production and marketing, who are key to the business) but will exclude members of the executive committee (executive Directors and prescribed officers) and other senior employees who are members of the Company s Long Term Incentive Scheme ( Eligible Employees ). Acquisition of Ordinary Shares The Trustees are empowered to either purchase Ordinary Shares in the open market or subscribe for new Ordinary Shares over the Plan Period so as to enable the Trustees to make awards under the Plan, however it is intended that the Trustees shall only purchase Ordinary Shares in the open market. The Employer Company will finance the subscription or purchase of Ordinary Shares, for purposes of the Plan which funding will be repaid to the Employer Company from dividends declared in respect of such Ordinary Shares. The Ordinary Shares acquired for purposes of the Plan will be held by the Trust until the awards vest in the participants (see below), whereupon the Ordinary Shares will be transferred to the participants directly ( Settlement ). Awards Ordinary Shares will be conditionally awarded to Eligible Employees pursuant to the Share Ownership Plan ( Plan Shares ). The maximum number of Ordinary Shares which may be awarded pursuant to the Plan is (three million) which comprise 3.80% of the issued Ordinary Shares (as at 1 February 2013). A total of (two million five hundred and fifty thousand) Plan Shares will be awarded to Eligible Employees in terms of the criteria set out below. This award is based on the number of eligible employees and their respective grade, as at 1 October

16 The Plan Shares will be awarded as follows: a base award depending on the Eligible Employee s grade (see below); a 10% premium on the base award in the event that the Eligible Employee has been employed for five years or more, as at the award date; and a 15% premium on the base award to black Eligible Employees who are South African citizens. The base award of Plan Shares is determined as follows: T18/ T T T T Save in respect of Eligible Employees who are promoted during the currency of the Plan, no further awards will be made unless otherwise decided by the Trustees, under exceptional circumstances. New employees who are employed between grades T14 and T19 during the currency of the Plan will have to wait until a new plan is established. Dividend and voting rights In the event of dividends being declared in respect of the Plan Shares, 10% of the dividend will be paid to the participants. The remaining 90% of the dividend will be retained by the Company and will be off-set against the loans made by the Employer Company for the subscription or purchase of the Plan Shares. Participants shall not be entitled to vote the Plan Shares until Settlement. Vesting Employees who leave the employment of an Employer Company as a result of: retrenchment, retirement, death or disability ( No Fault Terminations ), will be entitled to Settlement of their award subject to the repayment of any amount outstanding in respect of the funding provided by the Employer Company; dismissal for misconduct or poor performance ( Fault Terminations ), will forfeit their entire award. Employees who leave the employment of an Employer Company (other than as a result of a No Fault Termination or a Fault Termination): within 3 (three) years of the award date, will forfeit their entire award; after 3 (three) years but before 7 (seven) years of the award date, will retain a percentage of their award, as per the table below: Years worked after award Penalty for leaving prior to scheme termination 1 100% 2 100% <3 100% >3 60% 4 50% 5 30% 6 20% 7 0% Upon vesting of the Plan Shares, the Plan Shares will be transferred to the participants after provision has been made for the repayment of any amount outstanding in respect of the funding provided for by the Employer Company, for the acquisition of the Plan Shares and for the payment of tax by the participant. 14

17 Change in control If there is a change in control in the Company the participants will be entitled to elect to continue his/her participation in the Plan, failing which, all the Plan Shares conditionally awarded to participants shall automatically vest and Settlement shall take place. General requirements The Share Ownership Plan will require the approval of Shareholders, by way of an ordinary resolution, approved by 75% of the votes cast by Shareholders present or represented by proxy and entitled to vote at the General Meeting. The rules governing the Share Ownership Plan will be set out in the Trust deed which will be registered with the Master of the High Court once it is approved by Shareholders. The rules of the Share Ownership Plan have been approved by the JSE and conform with the Listings Requirements. 15

18 SOVEREIGN FOOD INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1995/003990/06) Share code: SOV ISIN: ZAE NOTICE OF GENERAL MEETING The interpretations and definitions commencing on page 4 of the Circular to which this Notice is attached, apply to this Notice. Notice is hereby given that a General Meeting of Shareholders will be held at 10:00 on Wednesday, 20 March 2013 at the registered office of the Company at 9 Kruis River Road, Uitenhage, to consider and, if deemed fit, pass, with or without modification, the resolutions set out below. SPECIAL RESOLUTION 1 RESOLVED THAT, in terms of section 16(1)(c) of the Act, the Current MOI be and is hereby substituted in its entirety with the Revised MOI as signed by the chairperson of the General Meeting on the first page thereof for identification purposes, with effect from the date of filing of the required notice of amendment with the Companies and Intellectual Property Commission. The percentage of voting rights that will be required for this special resolution to be adopted is 75% of the votes exercised on the resolution. Explanatory note in respect of special resolution 1 This resolution is proposed to adopt the Revised MOI in substitution for the Current MOI in order to bring the Company s constitutional documents in harmony with the provisions of the Act and the Listings Requirements. The existing Memorandum of Incorporation and Revised Memorandum of Incorporation will be available for inspection by Shareholders on the Company s website ( and at the registered offices of the Company, during Normal Business Hours, from Wednesday, 20 February 2013, and until the conclusion of the General Meeting. SPECIAL RESOLUTION 2 RESOLVED THAT, in accordance with regulation 31(5) as read together with regulation 31(6) of the Regulations, the Current MOI be and is hereby amended by the conversion of all the authorised and issued share capital of the Company, comprising (one hundred and fifty million) Ordinary Shares having a par value of one cent to (one hundred and fifty million) Ordinary Shares having no par value. The percentage of voting rights that will be required for this special resolution to be adopted is 75% of the votes exercised on the resolution. Explanatory note in respect of special resolution 2 The passing of this special resolution is required in terms of item 6(3) of Schedule 5 to the Act, read with Regulation 31, in order for the Ordinary Shares of the Company, having a par value, to be converted to Ordinary Shares having no par value. The Board recommends such conversion in order to bring the Company in line with the Act. In accordance with Regulation 31(7), the Board has prepared a report, attached to this Circular as Annexure II, which report sets out the material effects of the Proposed Conversion on the value of the Ordinary Shares and the rights of the Shareholders. 16

19 ORDINARY RESOLUTION 1 RESOLVED THAT, in accordance with schedule 14 to the Listings Requirements, the Directors be and are hereby authorised to establish the Sovereign Food Investments Limited Employee Share Ownership Plan, the salient terms and conditions of which are attached as Annexure III to the Circular. In terms of the Listings Requirements, the passing of Ordinary Resolution 1 requires the approval of a 75% majority of the votes cast by shareholders present or represented by proxy at the General Meeting, excluding participants in the Plan. Explanatory note in respect of ordinary resolution 1 The Share Ownership Plan will be used as a retention mechanism and as an incentive to participants to deliver on the Company s business strategy over the long-term. The rules of the Share Ownership Plan will be available for inspection by Shareholders at the registered offices of the Company, during Normal Business Hours and on the Company s website ( from Wednesday, 20 February 2013 until the conclusion of the General Meeting. NOTES TO THE NOTICE OF GENERAL MEETING Record date The record date in terms of section 59 of the Act for shareholders to be recorded on the Shareholders register of the Company in order to: receive notice of the General Meeting is Friday, 8 February 2013; and attend, participate and vote at the General Meeting, is Friday, 15 March 2013 and accordingly, the last day to trade in order to be eligible to vote at the General Meeting is Friday, 8 March Voting and Proxies Shareholders are reminded that: a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in and vote at the General Meeting in place of the Shareholder and Shareholders are referred to the attached form of proxy; a proxy need not also be a Shareholder of the Company; and in terms of section 63(1) of the Act, any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the General Meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as Shareholder or as proxy for a Shareholder) has been reasonably verified. Certificated Shareholders and Dematerialised Shareholders with own-name registration who are unable to attend the General Meeting and who wish to be represented at the meeting, must complete and return the attached form of proxy in accordance with the instructions contained therein, so as to be received by the Transfer Secretary, Computershare Investor Services (Proprietary) Limited, by no later than 10:00 on Monday, 18 March 2013 or handed to the chairperson of the General Meeting before the appointed proxy exercises any of the relevant Shareholder s rights at the General Meeting (or any adjournment of the General Meeting). Dematerialised Shareholders without own-name registration who wish to attend the General Meeting in person should request their CSDP or Broker to provide them with the necessary letter of representation in accordance with the relevant custody agreement. Dematerialised Shareholders without own-name registration who do not wish to attend the General Meeting but wish to be represented at the General Meeting must advise their CSDP or Broker, of their voting instructions. Such Shareholders should contact their CSDP or Broker with regard to the cut-off time for their voting instructions. By order of the Board ME Hoppe Uitenhage 19 February

20 18 PRINTED BY INCE (PTY) LTD REF. W2CF15690

21 SOVEREIGN FOOD INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1995/003990/06) Share code: SOV ISIN: ZAE ( Sovereign or the Company ) FORM OF PROXY For use by Certificated Shareholders and Dematerialised Shareholders with own-name registration only, at the General Meeting, to be held at the registered office of the Company, 9 Kruis River Road, Uitenhage at 10:00 on Wednesday, 20 March Dematerialised Shareholders without own-name registration, must inform their CSDP or Broker of their intention to attend the General Meeting and request their CSDP or Broker to issue them with the necessary letter of representation to attend the General Meeting in person and vote or provide their CSDP or Broker with their voting instructions should they not wish to attend the General Meeting in person. These Shareholders must not use this form of proxy. Forms of proxy must be completed and delivered to the Company s Transfer Secretary, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), ed to: proxy@computershare. co.za or faxed to: , to be received not later than 10:00 on Monday, 18 March I/We (please print names in full) Of address being the holder/s of Ordinary Shares, hereby appoint 1. or failing him/ her, 2. or failing him/ her, 3. the chairperson of the meeting as my/our proxy to attend and speak for me and vote for me/ us on my/our behalf at the General Meeting (and at any adjournment thereof). Please read the notes on the reverse side hereof. Special resolution 1 Adoption of the Revised Memorandum of Incorporation Special resolution 2 Conversion of the Ordinary Shares of par value to Ordinary Shares of no par value Ordinary resolution 1 Adoption of the Share Ownership Plan For Against Abstain Signed at on 2013 Signature to be assisted by Authority of signatory (where applicable) Please read the below summary of the rights contained in section 58 of the Act and the below notes to this form of proxy. SUMMARY OF RIGHTS CONTAINED IN SECTION 58 OF THE ACT In terms of section 58 of the Act: a shareholder of a company may, at any time and in accordance with the provisions of section 58 of the Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a shareholders meeting on behalf of such shareholder; a proxy may delegate her or his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy (see note 12 below); irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder s rights as a shareholder (see note 6 below);

22 any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise; if an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the relevant company; a proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the relevant company s memorandum of incorporation, or the instrument appointing the proxy, provides otherwise (see note 3 below); if the instrument appointing a proxy or proxies has been delivered by a shareholder to a company, then, for so long as that appointment remains in effect, any notice that is required in terms of the Act or such company s Memorandum of Incorporation to be delivered to a shareholder must be delivered by such company to: the relevant shareholder; or the proxy or proxies, if the relevant shareholder has: (i) directed such company to do so, in writing and (ii) paid any reasonable fee charged by such company for doing so; and if a company issues an invitation to its shareholders to appoint one or more persons named by the company as a proxy, or supplies a form of proxy instrument: Notes: the invitation must be sent to every shareholder entitled to notice of the meeting at which the proxy is intended to be exercised; the invitation or form of proxy instrument supplied by the company must: bear a reasonably prominent summary of the rights established in section 58 of the Act; contain adequate blank space, immediately preceding the name(s) of any person(s) named in it, to enable a shareholder to write the name and, if desired, an alternative name of a proxy chosen by the shareholder; and provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution(s) to be put at the meeting, or is to abstain from voting; the Company must not require that the proxy appointment be made irrevocable; and the proxy appointment remains valid only until the end of the meeting at which it was intended to be used, subject to paragraph 7 above. 1. The form of proxy must only be used by Certificated Shareholders or Dematerialised Shareholders with own-name registration. 2. Each Shareholder entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies (none of whom need to be Shareholders) to participate, speak and vote in place of that Shareholder at the General Meeting. 3. A Shareholder may insert the name of the proxy or the names of two alternative proxies of the Shareholder s choice in the space provided with or without deleting the chairperson of the General Meeting, but any such deletion must be initialled by the Shareholder. The person whose name appears first on the form of proxy and has not been deleted shall be entitled to act as proxy to the exclusion of those whose names follow. 4. A Shareholder s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that Shareholder in the appropriate box/es provided. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the General Meeting as he/she deems fit in respect of all the Shareholder s votes exercisable thereat. A Shareholder or his/her proxy is not obliged to use all the votes exercisable by him/her, but the total of the votes cast and in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the Shareholder or by his/her proxy. 5. Where there are joint holders of Ordinary Shares and if more than one of such joint holder is present or represented, then the person whose name appears first in the register in respect of such shares or the proxy, as the case may be, shall alone be entitled to vote in respect thereof. 6. Forms of proxy must be lodged with or posted to the Transfer Secretary, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), ed to proxy@computershare.co.za or faxed to: to be received not later than 10:00 on Monday, 18 March Any form of proxy not received by the Transfer Secretary by this time may be handed to the chairperson of the General Meeting before a proxy may exercise any voting rights of a Shareholder at the General Meeting. 7. Any alteration, deletion or correction made to this form or proxy must be signed and not merely initialled by the signatory/ies. The completion of any blank spaces need not be signed or initialled. 8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Company s transfer secretary or waived by the chairperson of the General Meeting. 9. The completion and lodging of this form of proxy shall not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so. 10. The chairperson of the General Meeting may reject or accept a form of proxy which is completed and/or received other than in accordance with these instructions, provided that he is satisfied as to the manner in which a Shareholder wishes to vote. 11. A minor must be assisted by a parent or guardian. 12. A proxy may delegate the authority received from the holder to a further person(s), subject to any restriction set out in this form of proxy. 13. In terms of section 58 of the Act, unless revoked, an appointment of a proxy pursuant to this form of proxy remains valid only until the end of the General Meeting or any adjournment of the General Meeting. 14. If the General Meeting is adjourned or postponed, valid forms of proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting. 15. Except if a Shareholder provides in this form of proxy that a proxy appointment is irrevocable, a Shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy/ies and to the Transfer Secretary, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), ed to: proxy@computershare.co.za or faxed to: , to be received before the replacement proxy/ies exercise(s) any rights of the holder at the General Meeting or any adjournment thereof. 16. The revocation of a proxy appointment constitutes a complete and final cancellation of the authority of the proxy/ies to act on behalf of the Shareholder as of the later of: (i) the date stated in the revocation instrument, if any; or (ii) the date on which the revocation instrument was delivered as required in note 13 above.