J.P. MORGAN (S.E.A.) LIMITED EVERCORE ASIA (SINGAPORE) PTE. LTD. OFFER ANNOUNCEMENT VOLUNTARY CONDITIONAL GENERAL OFFER FOR SUPER GROUP LTD.

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1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS OFFER ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL, SUBSCRIBE FOR OR BUY SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR UNAUTHORISED. SAPPHIRE INVESTMENTS B.V. (Incorporated in the Netherlands) (Company Registration No ) a wholly-owned subsidiary of SUPER GROUP LTD. (Incorporated in the Republic of Singapore) (Company Registration No K) JACOBS DOUWE EGBERTS B.V. (Incorporated in the Netherlands) (Company Registration No ) Financial Adviser to Sapphire Investments B.V. J.P. MORGAN (S.E.A.) LIMITED (Incorporated in the Republic of Singapore) (Company Registration No W) Exclusive Financial Adviser to Super Group Ltd. EVERCORE ASIA (SINGAPORE) PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration No D) OFFER ANNOUNCEMENT VOLUNTARY CONDITIONAL GENERAL OFFER FOR SUPER GROUP LTD. 1. INTRODUCTION 1.1 The Pre-Conditional Offer. The respective Boards of Directors of Sapphire Investments B.V. (the Offeror ), an indirectly wholly-owned subsidiary of Jacobs Douwe Egberts B.V. ( JDE ), and Super Group Ltd. (the Company ) refer to the announcement (the Pre- Conditional Offer Announcement ) dated 3 November 2016 (the Pre-Conditional Offer Announcement Date ) released jointly by the Offeror and the Company stating,

2 inter alia, that, subject to and contingent upon the satisfaction or waiver of the Pre- Conditions (as defined in the Pre-Conditional Offer Announcement), the Offeror intends to make a voluntary conditional general offer (the Offer ) to acquire all the issued ordinary shares ( Shares ) of the Company, including any Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror, in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers (the Code ). A copy of the Pre-Conditional Offer Announcement is available on the website of the Singapore Exchange Securities Trading Limited (the SGX-ST ) at Capitalised terms not defined in this Offer Announcement shall have the respective meanings given to them in the Pre-Conditional Offer Announcement. 1.2 The Pre-Conditions. As at the date of this Offer Announcement (the Offer Announcement Date ), the Offeror has obtained the approval of each of the Anti- Monopoly Bureau of the Ministry of Commerce of the People s Republic of China and the Philippine Competition Commission in respect of the Offer. Accordingly, all of the Pre- Conditions have been satisfied and the Offeror wishes to announce its firm intention to make the Offer. 2. THE OFFER 2.1 Principal Terms of the Offer. Subject to the terms and conditions of the Offer to be set out in the formal offer document containing the terms and conditions of the Offer (the Offer Document ), the Offeror will make the Offer in accordance with Rule 15 of the Code on the following basis: Offer Shares. The Offer will be extended to all the Shares issued or to be issued on or prior to the close of the Offer, including any Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror (the Offer Shares ) Offer Consideration. The consideration for each Offer Share will be as follows: For each Offer Share: S$1.30 in cash (the Offer Price ) No Encumbrances. The Offer Shares are to be acquired (i) fully paid, (ii) free from any claim, charge, pledge, mortgage, lien, option, equity, power of sale, declaration of trust, hypothecation, retention of title, right of pre-emption, right of first refusal, moratorium or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing (each, an Encumbrance ) and (iii) together with all rights, benefits and entitlements attached thereto as at the Pre-Conditional Offer Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain all dividends, rights, other distributions and/or return of capital (if any) declared, paid or made by the Company in respect of the Offer Shares (the Distributions ) on or after the Pre- Conditional Offer Announcement Date. 2

3 2.1.4 Adjustment for Distributions. Without prejudice to the foregoing, the Offer Price has been determined on the basis that the Offer Shares will be acquired with the right to receive any Distribution that may be declared, paid or made by the Company on or after the Pre-Conditional Offer Announcement Date. Accordingly, in the event any Distribution is or has been declared, paid or made by the Company in respect of the Offer Shares on or after the Pre-Conditional Offer Announcement Date, the Offer Price payable to a shareholder of the Company ( Shareholder ) who validly accepts or has validly accepted the Offer shall be reduced by an amount which is equal to the amount of such Distribution, depending on when the settlement date in respect of the Offer Shares tendered in acceptance of the Offer by such accepting Shareholder falls, as follows: (i) (ii) if such settlement date falls on or before the books closure date for the determination of entitlements to the Distribution (the Books Closure Date ), the Offer Price for each Offer Share shall be S$1.30, as the Offeror will receive the Distribution in respect of such Offer Share from the Company; or if such settlement date falls after the Books Closure Date, the Offer Price for each Offer Share shall be reduced by an amount which is equal to the amount of the Distribution in respect of each Offer Share, as the Offeror will not receive the Distribution in respect of such Offer Share from the Company Minimum Acceptance Condition. The Offer will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which, when taken together with the Shares acquired or agreed to be acquired by the Offeror and parties acting in concert with it (either before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and parties acting in concert with it holding such number of Shares carrying more than 50 per cent. of the voting rights attributable to the Shares as at the close of the Offer. As set out in further detail in paragraph 3 below, the Undertaking Shareholders (as defined below) have each provided Irrevocable Undertakings (as defined below) to the Offeror to, inter alia, accept, or procure the acceptance of, the Offer in respect of an aggregate of approximately per cent. of the total number of Shares (excluding treasury shares). Accordingly, after such acceptance by the Undertaking Shareholders in respect of more than 50 per cent. of the total number of Shares (excluding treasury shares), the Offer will become and be declared to be unconditional in all respects. 2.2 Further Details. Further details on the Offer and the terms and conditions upon which the Offer will be made will be set out in the Offer Document. 3

4 3. IRREVOCABLE UNDERTAKINGS 3.1 Irrevocable Undertakings. As at the Pre-Conditional Offer Announcement Date, Teo Kee Bock, Te Lay Hoon, Te Kok Chiew, Goi Seng Hui, YHS Investment Pte. Ltd. and Tee Yih Jia Food Manufacturing Pte Ltd (collectively, the Undertaking Shareholders ) have each provided irrevocable undertakings to the Offeror (the Irrevocable Undertakings ), pursuant to which each Undertaking Shareholder has undertaken, inter alia: subject to the Offer being made, to accept, or procure the acceptance of, the Offer in respect of all the Shares held by each of them (or their nominees) respectively (the Relevant Shares ), not later than p.m. (Singapore time) on the fifth business day after the date of despatch of the Offer Document, and not to withdraw such acceptance for any reason thereafter, notwithstanding anything under the Code; except pursuant to the Offer, not to dispose of, charge, pledge or otherwise encumber or grant any option or other right over or accept any other offer for the Relevant Shares or otherwise deal with any of the Relevant Shares or any interest in them (whether conditionally or unconditionally); to exercise all voting rights attaching to the Relevant Shares in such manner as to enable the Offer to be made and become unconditional and oppose the taking of any action which might result in any condition of the Offer not being satisfied; not to enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any of the acts prohibited by the above terms of paragraphs to 3.1.3; to take no action which may preclude or materially restrict, delay, frustrate or otherwise prejudice the Offer; and (i) not to solicit or enter into discussions regarding any general offer for the Shares or any other class of shares in the Company from any third party or any proposal for a scheme of arrangement or amalgamation of the Company or any proposal for the acquisition of the assets of the Company which would constitute a substantial disposal of assets by the Company or which would preclude or materially restrict, delay, frustrate or otherwise prejudice the Offer ( Competing Proposal ), and to use best efforts to procure that the Company does not solicit or enter into discussions regarding any Competing Proposal; (ii) not to recommend, vote or agree to vote for any Competing Proposal; and (iii) to immediately notify the Offeror upon becoming aware of any approach by any third party made with a view to the making of a Competing Proposal or any such solicitation or discussions, provided always that, where such Undertaking Shareholder is a director of the Company, nothing in paragraphs to above shall prevent such Undertaking Shareholder (in his capacity as a director of the Company) from complying with his fiduciary duties and 4

5 any requirements of the Code or the Securities Industry Council of Singapore, the requirements of the SGX-ST or any other relevant regulatory authority. The Undertaking Shareholders have undertaken to accept the Offer in respect of an aggregate of 668,587,862 Shares, representing approximately per cent. of the total number of Shares (excluding treasury shares). Details of the Relevant Shares held by the Undertaking Shareholders are set out in Appendix 1 to this Offer Announcement. 3.2 Cessation of Irrevocable Undertakings. The Irrevocable Undertakings will cease and terminate on, inter alia, the earlier of (i) the date on which the Offer lapses or is withdrawn, and (ii) 3 August 2017 (or such later date as may be agreed in writing by the respective parties), if the Offer fails to become or be declared unconditional by such date for any reason other than a breach of the obligations of the Undertaking Shareholders under their respective Irrevocable Undertakings. For the avoidance of doubt, an Undertaking Shareholder will NOT have a right to terminate his/her Irrevocable Undertaking on the basis that another offer for the Shares has been made (even if the price offered for the Shares is higher than the Offer Price). 3.3 Available for Inspection. Copies of the Irrevocable Undertakings are available for inspection for the duration of the Offer at the offices of Allen & Gledhill LLP, the Singapore legal adviser to the Offeror in connection with the Offer, at One Marina Boulevard, #30-00, Singapore , during normal business hours. 4. GOOD FAITH FEE AND ADDITIONAL DEPOSIT 4.1 Good Faith Fee. Pursuant to a framework agreement entered into between JDE, the Company and certain Shareholders (namely, Teo Kee Bock, Te Lay Hoon and Te Kok Chiew), JDE has paid the Company the sum of approximately US$10.63 million (the Good Faith Fee ). The Company shall return the Good Faith Fee to JDE within three business days of the date on which the Offer becomes unconditional in all respects. If the Offer does not become unconditional in all respects (other than due to a breach of the Irrevocable Undertakings by the Undertaking Shareholders), the Good Faith Fee shall be retained by the Company. 4.2 Additional Deposit. In addition, JDE had paid the Company a deposit in the amount of approximately US$36.68 million, which shall be returned by the Company to JDE within three business days of the date on which the Offeror makes an announcement which includes an unconditional confirmation by a financial adviser to the Offeror that the Offeror has sufficient cash resources to satisfy full acceptance of the Offer (i.e. within three business days of the Offer Announcement Date). 5

6 5. INFORMATION ON THE OFFEROR AND JDE 5.1 The Offeror. The Offeror is a company incorporated in the Netherlands for the purposes of making the Offer and is an indirectly wholly-owned subsidiary of JDE. As at the Offer Announcement Date, the Offeror has an issued share capital of EUR 1.00, comprising one issued ordinary share. As at the Offer Announcement Date, the directors of the Offeror are Fabien Simon, Joachim Creus, Leendert Burgers, Edwin Dick van der Reijden, Luuk Joseph Hoogeveen, Bernd Dreymüller and Anne Barbara van Berkestijn. 5.2 JDE. JDE is a privately owned company incorporated in the Netherlands, which has a global tea and coffee business. As at the Offer Announcement Date, Acorn Holdings B.V. ( Acorn ), a company incorporated in the Netherlands, has an indirect interest of approximately per cent. in JDE, held through its subsidiaries, Delta Charger HoldCo B.V. and JDE Holdings Minority B.V.. Acorn is, in turn, an indirectly controlled subsidiary of JAB Holding Company s.à.r.l. ( JAB ), a privately held company incorporated in Luxembourg. The Reimann family holds, through its corporate vehicles, a controlling interest in JAB. As at the Offer Announcement Date, the directors of JDE are Bart Becht, Olivier Goudet, Peter Harf, Alejandro Santo Domingo, Alexandre Van Damme, Byron Trott, Pierre Laubies, Anna Magdalena Kamenetzky-Wetzel, Brian Timothy Gladden and Gerhard Pleuhs. 6. INFORMATION ON THE COMPANY The Company is a public company incorporated in Singapore and listed on the Mainboard of the SGX-ST. As at the Offer Announcement Date, the Company has: (i) an issued and paid-up share capital of S$164,339, comprising 1,114,277,960 Shares (excluding treasury shares) and 1,200,000 treasury shares; and (ii) no instruments convertible into, rights to subscribe for, or options in respect of any Shares. Founded in 1987, the Company is a leading Asian integrated instant food and beverage brand owner and manufacturer. Under its core Branded Consumer segment, the Company and its subsidiaries (the Group ) manufacture and distribute branded consumer products, primarily instant coffee, instant cereals and instant tea mixes products. The portfolio of over 160 instant food and beverage products are distributed in over 65 countries under multiple iconic brands such as Super, ESSENSO, OWL and NutreMill. Under its complementary Food Ingredients segment, the Company is one of the few companies in the world with raw material selection and manufacturing capabilities in non-dairy creamer, instant soluble coffee powder, tea powder and cereal flakes. The Company currently 6

7 operates 15 state-of-the-art manufacturing facilities located in China, Malaysia, Myanmar, Thailand and Vietnam. As at the Offer Announcement Date, the directors of the Company are Teo Kee Bock, Te Kok Chiew, Teo Junxiang, Darren (Zhang Junxiang, Darren), Tan Tian Oon, Charles K Li Kang, Goi Seng Hui, Chandra Das s/o Rajagopal Sitaram, Goh Boon Kok, Ko Chuan Aun, Lai Mun Onn and Lim Kang San. 7. RATIONALE FOR THE OFFER AND THE OFFEROR S INTENTIONS IN RELATION TO THE COMPANY 7.1 Intention to Delist and Privatise the Company. The Offeror intends to make the Offer with a view to delisting and privatising the Company. The Offeror is of the view that the delisting and privatisation of the Company will provide the Offeror and the Company with greater control and management flexibility in the implementation of strategic initiatives and/or operational changes of the Group, as well as dispense with compliance costs associated with the maintenance of its listed status. 7.2 Opportunity for Shareholders to Realise their Investment in Cash at a Premium. The Offer Price represents a premium of approximately: per cent. over the last traded price per Share as quoted on the SGX-ST on 31 October 2016, being the date on which the Shares were last traded on the SGX-ST prior to the trading halt on the Shares which was called on 31 October 2016, of S$0.970; per cent. over the last traded price per Share as quoted on the SGX-ST on 4 October 2016, being the last full day of trading of the Shares prior to the date on which a query regarding trading activity was received on 5 October 2016 by the Company from the SGX-ST (the Undisturbed Share Price Date ), of S$0.800; per cent. over the volume weighted average price ( VWAP ) 1 of the Shares for the one-month period up to and including the Undisturbed Share Price Date of S$0.810; per cent. over the VWAP of the Shares for the three-month period up to and including the Undisturbed Share Price Date of S$0.800; and per cent. over the VWAP of the Shares for the six-month period up to and including the Undisturbed Share Price Date of S$ The consideration under the Offer therefore presents Shareholders with an opportunity to realise their entire investment in the Shares in cash at a premium over the prevailing trading prices of the Shares without incurring brokerage and other trading costs. 1 Calculation of VWAP does not include married trade transactions within the relevant periods. 7

8 7.3 Offeror s Intentions in Relation to the Company. After the completion of the Offer, the Offeror intends to conduct a further review of the Company s business lines to identify potential synergies with JDE s current business. As JDE currently has an affiliated entity which conducts coffee-related business in the People s Republic of China, Hong Kong, Taiwan and Macau (collectively, the Relevant Jurisdictions ) through a joint venture, it is contemplated that the Offeror may transfer portions of the coffee-related business of the Company in the Relevant Jurisdictions (which contribute, as at the date of the last audited accounts of the Company, less than five per cent. of the revenue of the Company) to the joint venture. There is no assurance that such a transfer would take place and the terms of such transfer, if undertaken, have yet to be determined. Any transfer of assets would, in any event, be subject to compliance with all applicable laws and regulations. Save as disclosed and other than in the ordinary course of business, the Offeror presently has no plans to (i) introduce any major changes to the business of the Company, (ii) redeploy the fixed assets of the Company, or (iii) discontinue the employment of the employees of the Group. However, the Offeror retains the flexibility at any time to further consider any options or opportunities in relation to the Group which may present themselves or which the Offeror may regard to be in the interests of the Offeror and the Group. 8. COMPULSORY ACQUISITION AND LISTING STATUS 8.1 Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the Companies Act ), if the Offeror receives valid acceptances of the Offer and/or acquires such number of Offer Shares from the date of the despatch of the Offer Document otherwise than through valid acceptances of the Offer in respect of not less than 90 per cent. of the total number of Shares in issue (excluding treasury shares) (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer), the Offeror would be entitled to exercise the right to compulsorily acquire all the Offer Shares of Shareholders who have not accepted the Offer (the Dissenting Shareholders ) at a price equal to the Offer Price. In such event, the Offeror intends to exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST. Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act, to require the Offeror to acquire their Offer Shares at the Offer Price in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Shares which, together with the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of issued Shares (excluding treasury shares). Dissenting Shareholders who wish to exercise such right are advised to seek their own independent legal advice. 8.2 Listing Status and Trading Suspension. Under Rule 1105 of the Listing Manual of the SGX-ST (the Listing Manual ), upon an announcement by the Offeror that acceptances 8

9 have been received pursuant to the Offer that bring the holdings of the Shares owned by the Offeror and parties acting in concert with the Offeror to above 90 per cent. of the total number of issued Shares (excluding treasury shares), the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time when the SGX-ST is satisfied that at least 10 per cent. of the total number of issued Shares (excluding treasury shares) are held by at least 500 Shareholders who are members of the public. Rule 1303(1) of the Listing Manual provides that where the Offeror succeeds in garnering acceptances exceeding 90 per cent. of the total number of issued Shares (excluding treasury shares), thus causing the percentage of the total number of issued Shares (excluding treasury shares) held in public hands to fall below 10 per cent., the SGX-ST will suspend trading of the Shares at the close of the Offer. In addition, under Rule 724(1) of the Listing Manual, if the percentage of the total number of issued Shares (excluding treasury shares) held in public hands falls below 10 per cent., the Company must, as soon as practicable, announce that fact and the SGX-ST may suspend trading of all the Shares on the SGX-ST. Rule 724(2) of the Listing Manual further states that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, for the percentage of the total number of issued Shares (excluding treasury shares) held by members of the public to be raised to at least 10 per cent., failing which the Company may be removed from the Official List of the SGX- ST. As stated in the Pre-Conditional Offer Announcement, the Offeror intends to privatise the Company and does not intend to preserve the listing status of the Company. In the event that the trading of Shares on the SGX-ST is suspended pursuant to Rule 724, Rule 1105 or Rule 1303(1) of the Listing Manual, the Offeror has no intention of undertaking or supporting any action for any such trading suspension by the SGX-ST to be lifted. 9. DISCLOSURE OF HOLDINGS AND DEALINGS 9.1 Holdings and Dealings in Relevant Securities. As at the Offer Announcement Date, based on the latest information available to the Offeror, none of the Offeror and parties acting in concert with the Offeror 2 : owns, controls or has agreed to acquire any Shares or convertible securities, warrants, options or derivatives in respect of the Shares (collectively, the Relevant Securities ), save for the 2,002,089 Shares which are held by the J.P. Morgan group for its clients, representing approximately 0.18 per cent. of the total number of Shares (excluding treasury shares); or has dealt for value in any Relevant Securities in the three months preceding the Pre-Conditional Offer Announcement Date and up to the Offer Announcement Date. 2 In the case of the financial adviser to the Offeror in connection with the Offer, such concert parties include certain entities within the J.P. Morgan group which are presumed to be acting in concert with the Offeror in the context of the Offer. 9

10 9.2 Other Arrangements. Save as disclosed in this Offer Announcement, as at the Offer Announcement Date, based on the latest information available to the Offeror, none of the Offeror and parties acting in concert with the Offeror has: entered into any arrangement (whether by way of option, indemnity or otherwise) in relation to any Relevant Securities which might be material to the Offer; received any irrevocable commitment to accept the Offer in respect of any Relevant Securities; granted any security interest in respect of any Relevant Securities in favour of any other person, whether through a charge, pledge or otherwise; borrowed any Relevant Securities from any other person (excluding those which have been on-lent or sold); and lent any Relevant Securities to any other person. 9.3 Disclosure of Dealings in Securities. In accordance with the Code, the associates (as defined under the Code, and which includes all substantial shareholders) of the Company and the Offeror are hereby reminded to disclose their dealings in any Relevant Securities under Rule 12 of the Code. 10. CONFIRMATION OF FINANCIAL RESOURCES J.P. Morgan (S.E.A.) Limited ( JPM ), the financial adviser to the Offeror in connection with the Offer, confirms that sufficient financial resources are available to the Offeror to satisfy full acceptance of the Offer by the Shareholders on the basis of the Offer Price. 11. INDEPENDENT FINANCIAL ADVISER SAC Capital Private Limited has been appointed as the independent financial adviser (the IFA ) to advise the directors of the Company who are considered independent for the purposes of the Offer (the Independent Directors ). The recommendation of the Independent Directors, along with the advice of the IFA (the IFA Letter ), will be included in the Composite Document (as defined below). 12. COMPOSITE DOCUMENT Further details of the Offer will be set out in the Offer Document (and the relevant form(s) of acceptance of the Offer). The Offer Document, together with the circular to be issued by the Company to Shareholders (setting out, inter alia, the recommendation of the Independent Directors and the IFA Letter), will be contained in a composite document (the Composite Document ). The Composite Document will be despatched to Shareholders as soon as practicable following the Offer Announcement Date and, in any event, no later 10

11 than 21 days after the Offer Announcement Date, provided that there may be restrictions on sending the Composite Document to any overseas jurisdictions as disclosed in paragraph 13 below. In the meantime, Shareholders are advised to exercise caution when dealing in the Shares and to refrain from taking any action in relation to their Shares which may be prejudicial to their interests. 13. OVERSEAS SHAREHOLDERS This Offer Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for, sell or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Offer Announcement in any jurisdiction in contravention of applicable law. The Offer will be made solely by the Offer Document and the relevant form(s) of acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. For the avoidance of doubt, the Offer is open to all Shareholders holding Offer Shares, including those to whom the Composite Document and the relevant form(s) of acceptance may not be sent. The release, publication or distribution of this Offer Announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Offer Announcement is released, published or distributed should inform themselves about and observe such restrictions. The availability of the Offer to Shareholders whose addresses are outside Singapore as shown in the register of members of the Company or in the records of The Central Depository (Pte) Limited (as the case may be) (each, an Overseas Shareholder ) may be affected by the laws of the relevant overseas jurisdictions in which they are located. Accordingly, Overseas Shareholders should inform themselves of, and observe, any applicable legal requirements in the relevant overseas jurisdictions. The Composite Document has not been and will not be filed with the authorities of any jurisdiction outside of Singapore. 14. RESPONSIBILITY STATEMENTS 14.1 The Offeror and JDE. The directors of the Offeror and the directors of JDE (including any director who may have delegated detailed supervision of this Offer Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Offer Announcement (other than paragraphs 6 and 11 of this Offer Announcement) are fair and accurate and that no material facts have been omitted therefrom. The directors of the Offeror and the directors of JDE jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, in relation to the Group), the sole responsibility of the directors of the Offeror and the directors of JDE has been to ensure, 11

12 through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Offer Announcement (other than paragraphs 6 and 11 of this Offer Announcement) The Company. The directors of the Company (including any director who may have delegated detailed supervision of this Offer Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in paragraphs 6 and 11 of this Offer Announcement are fair and accurate and that no material facts have been omitted from paragraphs 6 and 11 of this Offer Announcement. The directors of the Company jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the directors of the Company has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in paragraphs 6 and 11 of this Offer Announcement. 27 February 2017 BY ORDER OF THE BOARD SAPPHIRE INVESTMENTS B.V. BY ORDER OF THE BOARD SUPER GROUP LTD. Any inquiries relating to this Offer Announcement or the Offer should be directed during office hours to the following: J.P. Morgan (S.E.A.) Limited Ee-Ching Tay Managing Director Head of Southeast Asia Mergers and Acquisitions Ren Yi Sng Executive Director Investment Banking Tel: Any inquiries relating to the Company should be directed during office hours to the following: Evercore Asia (Singapore) Pte. Ltd. Keith Magnus Chief Executive Officer and Senior Managing Director Axel Granger Managing Director Tel:

13 Forward-Looking Statements All statements other than statements of historical facts included in this Offer Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as aim, seek, expect, anticipate, estimate, believe, intend, project, plan, strategy, forecast and similar expressions or future and conditional verbs such as will, would, should, could, may and might. These statements reflect the Offeror s, JDE s or the Company s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors of the Offeror, JDE and the Company should not place undue reliance on such forward-looking statements. None of the Offeror, JDE, JPM, the Company or Evercore Asia (Singapore) Pte. Ltd. guarantees any future performance or event or undertakes any obligation to update publicly or revise any forward-looking statements. 13

14 APPENDIX 1 DETAILS OF THE RELEVANT SHARES HELD BY THE UNDERTAKING SHAREHOLDERS Details of the Undertaking Shareholders and the number of Relevant Shares to be tendered in acceptance of the Offer by each of them pursuant to their respective Irrevocable Undertakings are as follows: No. of Relevant Shares No. Name of Undertaking Shareholder Direct Interest Indirect Interest Total Interest No. of Shares % (1) No. of Shares % (1) No. of Shares % (1) 1. Te Lay Hoon 135,392, ,000 (2) ,692, Teo Kee Bock 121,159, ,000,000 (3) ,159, Te Kok Chiew 50,649, ,000,000 (4) ,649, Goi Seng Hui 114,541, ,541, YHS Investment Pte. Ltd. 6. Tee Yih Jia Food Manufacturing Pte Ltd 130,211, ,211, ,333, ,333, TOTAL 668,587, Notes: (1) Calculated based on 1,114,277,960 Shares in issue (excluding treasury shares) as at the Offer Announcement Date and rounded to the nearest two decimal places. (2) Madam Te Lay Hoon has an indirect interest in the 300,000 Shares held through her nominee, CPF Bank Nominees. (3) Mr Teo Kee Bock has an indirect interest in the 10,000,000 Shares held through his nominee, DBS Nominees Pte Ltd. (4) Mr Te Kok Chiew has an indirect interest in: (i) the 25,000,000 Shares held through his nominee, Raffles Nominees (Pte) Limited; (ii) the 10,000,000 Shares held through his nominee, DBS Nominees Pte Ltd; and (iii) the 15,000,000 Shares held through his nominee, UBS AG. 14