RCL Notice 14 march 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 4 of this Notice apply throughout this Notice.

If you are in any doubt as to the action you should take in relation to this Notice, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately.

ACTION REQUIRED Shareholders are referred to page 2 of this Notice which sets out the action required by Certificated Shareholders and Dematerialised Shareholders.

RCL FOODS LIMITED Previously known as Rainbow Chicken Limited Incorporated in the Republic of South Africa (Registration number: 1966/004972/06) Share code: RCL ISIN: ZAE000179438 (“RCL Foods”)

Notice of submission of a special resolution to be considered and adopted by shareholders in terms of section 60 of the Companies Act and including:

– the Special Resolution; and – a form of consent (blue) for use by Certificated Shareholders and Dematerialised Shareholders with “own name” registration only.

Sponsor to RCL Foods

Attorneys to RCL Foods

Date of issue: 14 March 2014 This Notice is available in English only. A copy of this Notice is available on RCL Foods’ website, www.rclfoods.com from 14 March 2014 until 22 April 2014.

CORPORATE INFORMATION AND ADVISORS Company secretary and registered office

Attorneys to RCL Foods

JMJ Maher RCL Foods Limited Six The Boulevard Westway Office Park Westville, 3629 (PO Box 2734, Westway Office Park, 3635)

Cliffe Dekker Hofmeyr Inc. (Registration number 2008/018923/21) 1 Protea Place Sandton, 2196 (Private Bag X7, Benmore, 2010)

Transfer Secretary

Sponsor to RCL Foods

Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)

Rand Merchant Bank (A division of FirstRand Bank Limited) (Registration number 1929/001225/06) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton, 2196 (PO Box 786273, Sandton, 2146

Date of incorporation of RCL Foods 17 June 1966 Place of incorporation of RCL Foods Republic of South Africa

TABLE OF CONTENTS

Corporate information and advisors

IFC

Action required by Shareholders

2

Salient dates and times

3

Definitions and Interpretations

4

Notice of Special Resolution

5

Special Resolution

6

Form of consent (blue)

Attached

1

ACTION REQUIRED BY SHAREHOLDERS

1.

If you are a Dematerialised Shareholder without “own name” registration: Your CSDP or Broker should contact you to ascertain how you wish to vote in respect of the Special Resolution.

If you have not been contacted, it would be advisable for you to contact your CSDP or Broker and furnish it with your voting instructions.

If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the agreement concluded between you and your CSDP or Broker.

You must not complete the attached form of consent (blue).

2.

If you are a Certificated Shareholder or a Dematerialised Shareholder with “own name” registration: If you wish to vote on the Special Resolution you must do so by completing the attached form of consent (blue) in accordance with the instructions contained therein, and deliver the form of consent to the Transfer Secretary so as to be received by no later than 13:30 on 22 April 2014.

Any form of consent received by the Transfer Secretary after 13:30 on 22 April 2014 will be disregarded.

2

SALIENT DATES AND TIMES

2014 Record date to determine which Shareholders are entitled to receive this Notice on Last day to trade in RCL Foods Shares in order to be recorded in the share register in order to vote on the Special Resolution Notice posted to Shareholders on or about Record date to be entitled to vote on the Special Resolution In respect of Dematerialised Shareholders, last day to vote on the Special Resolution by 17:00 on In respect of Certificated Shareholders, last day to return forms of consent in respect of the Special Resolution to the Transfer Secretary by 13:30 on Results of the voting to be released on SENS Posting of statement describing the results of the vote

Friday, 7 March Thursday, 13 March Friday, 14 March Thursday, 20 March Tuesday, 22 April

Tuesday, 22 April The Business Day on which the Special Resolution has been adopted Within 10 (ten) Business Days after the adoption of the Special Resolution

Notes: 1. The abovementioned times are South African times and dates and are subject to change. Any such change will be released on SENS and published in the South African press.

2.

Where a Shareholder has received this Notice by means of electronic mail such Shareholder is deemed to have received this Notice on the date and at the time recorded by the computer used by the sender, unless there is conclusive evidence that it was delivered on a different date or at a different time.

3.

Where a Shareholder has received this Notice by means of registered post such Shareholder is deemed to have received this Notice on the 7th (seventh) day following the day on which this Notice was posted as recorded by a post office, unless there is conclusive evidence that it was delivered on a different day.

4.

Any form of consent not received by the Transfer Secretary by the stipulated time will be disregarded.

3

DEFINITIONS AND INTERPRETATIONS

Throughout this Notice and the annexures hereto, unless the context indicates otherwise, the words in the column on the left below shall have the meaning stated opposite them in the column on the right below, reference to the singular shall include the plural and vice versa, words denoting one gender include the other, and words and expressions denoting natural persons include juristic persons and associations of persons: “Board”

the board of directors of RCL Foods;

“Broker”

a “stockbroker” as defined in the Financial Markets Act;

“Business Day”

any day excluding a Saturday, a Sunday or a public holiday in the Republic of South Africa;

“Certificated Shareholders”

holders of Certificated RCL Foods Shares;

“Certificated RCL Foods Shares”

RCL Foods Shares that have not been Dematerialised, and are represented by a share certificate;

“Companies Act”

Companies Act, No 71 of 2008, as amended;

“CSDP”

a “participant”, as defined in section 1 of the Financial Markets Act, being a person authorised by a licenced central securities depository to perform custody and administration services or settlement services or both in terms of the central depository rules;

“Dematerialised”

the process by which securities which are evidenced by a certificate are converted to securities that are held in collective custody by a central securities depository or its nominee in a separate central securities account and are transferable by entry without a certificate or written instrument;

“Dematerialised Shareholders”

holders of Dematerialised RCL Foods Shares;

“Financial Markets Act”

Financial Markets Act, No. 19 of 2012;

“Foodcorp”

Foodcorp Proprietary Limited, (registration number 2004/000743/07), a private company duly incorporated and registered with limited liability in accordance with the laws of the Republic of South Africa;

“Notice”

this document to Shareholders, dated 14 March 2014, including the Special Resolution and form of consent (blue);

“RCL Foods Shares”

ordinary shares of no par value in RCL Foods;

“SENS”

the Stock Exchange News Service of the JSE;

“RCL Foods Shareholders”

registered holders of RCL Foods Shares;

“Special Resolution”

the special resolution submitted for consideration to the Shareholders in terms of this Notice in order to approve the giving of financial assistance

by RCL Foods in terms of section 44 and section 45 of the Companies Act; and

“Transfer Secretary”

Computershare Investor Services Proprietary Limited, (registration number 2004/003647/07), a private company duly incorporated and registered with limited liability in accordance with the laws of the Republic of South Africa.

4

NOTICE OF SPECIAL RESOLUTION

1.

INTRODUCTION Foodcorp is an indirect, wholly owned subsidiary of RCL Foods. Foodcorp intends to refinance its indebtedness (which will include a redemption of its €351 000 000, 8.75% Senior Secured Notes due 2018 (“Notes”)) on 11 April 2014, inter alia, by way of: (i) a ZAR4 500 000 000 secured bridge facility with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“Bridge Facility”), and (ii) secured general banking facility up to ZAR1 000 000 000 with FirstRand Bank Limited (acting through RMB Corporate Banking) (“General Facility”).

In order to secure the Bridge Facility and the General Facility, RCL Foods is required to, inter alia, guarantee the obligations under the aforementioned facilities and to provide security in the form of inter alia, a pledge of the shares held by it in its subsidiaries (collectively, the “Security”). The giving of the Security constitutes the provision of financial assistance within the ambit of sections 44 and 45 of the Companies Act. Sections 44 and 45 of the Companies Act, respectively, provide that the Board may not authorise a company to provide financial assistance: (i) to any person for the purpose of, or in connection with, the subscription of any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company or (ii) to a director or prescribed officer of the company or of a related or inter-related company or to a related or inter-related 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, unless such financial assistance is pursuant to a special resolution of the Shareholders adopted within the previous 2 (two) years, which approved such assistance either for a specific recipient or generally for a category of potential recipients.

In the circumstances, in order to enable the Board to authorise the provision of the Security for purposes of, inter alia, securing the Bridge Facility and the General Facility, the Special Resolution is being submitted to Shareholders for consideration.

2.

PURPOSE OF THIS NOTICE Section 65(2) of the Companies Act provides that the Board may propose any resolution to be considered by shareholders, and may determine whether that resolution will be considered at a meeting, or by vote or written consent in terms of section 60 of the Companies Act. In terms of section 60 of the Companies Act, a resolution that could be voted on at a shareholders’ meeting may instead be submitted for consideration to the shareholders entitled to exercise voting rights in relation to the resolution, and be voted on in writing by shareholders entitled to exercise voting rights in relation to the resolution, within 20 (twenty) Business Days after the resolution was submitted to them.

Section 60(2) of the Companies Act further provides that a resolution submitted for consideration to the Shareholders in terms of section 60 of the Companies Act will have been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to have been adopted as an ordinary or special resolution, as the case may be, at a properly constituted shareholders’ meeting, and if adopted such resolution will have the same effect as if it had been approved by voting at a meeting.

So as to avoid the need for convening a general meeting of Shareholders, the Board has resolved to propose that the Shareholders consider and, if deemed appropriate, approve the Special Resolution by written consent in terms of section 60 of the Companies Act. The purpose of this Notice is to notify Shareholders that the Special Resolution is hereby submitted to Shareholders for consideration and written consent.

5

RCL FOODS LIMITED Previously known as Rainbow Chicken Limited Incorporated in the Republic of South Africa (Registration number: 1966/004972/06) Share code: RCL ISIN: ZAE000179438 (“RCL Foods”)

SPECIAL RESOLUTION TO BE ADOPTED IN TERMS OF SECTION 60 OF THE COMPANIES ACT

The Special Resolution set out below is hereby submitted for consideration to the Shareholders to be voted on in writing by Shareholders in accordance with section 60 of the Companies Act. RESOLVED THAT the Board may, subject to sections 44 and 45 of the Companies Act, the memorandum of incorporation of RCL Foods and the JSE Limited Listings Requirements, authorise RCL Foods to provide direct or indirect financial assistance as contemplated by sections 44 and 45 of the Companies Act: (i)

by way of loan, guarantee, the provision of security or otherwise to any person for the purpose of, or in connection with, the subscription for any option, or any securities, issued or to be issued by RCL Foods, or any related or inter-related company, or for the purchase of any securities of RCL Foods, or any related or inter-related company; and/or

(ii) to a director or prescribed officer of RCL Foods or of a related or inter-related company, or to a related or inter-related 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, provided that no such financial assistance may be provided at any time in terms of this authority after the expiry of two years from the date of the adoption of this Special Resolution.

*The percentage of voting rights that will be required for the Special Resolution to be adopted is at least 75% (seventy five percent) of the votes exercised on the Resolution.

By order of the Board RH Field Chief Financial Officer Durban 14 March 2014

6

RCL FOODS LIMITED Previously known as Rainbow Chicken Limited Incorporated in the Republic of South Africa (Registration number: 1966/004972/06) Share code: RCL ISIN: ZAE000179438 (“RCL Foods”)

FORM OF CONSENT For use by Certificated Shareholders and Dematerialised Shareholders with “own name” registration only.

Dematerialised Shareholders without ‘’own name’’ registration must not use this form of consent. Such Shareholders should advise their CSDP or Broker as to how they wish to vote in respect of the Special Resolution in accordance with the agreement concluded between them and their CSDP or Broker.

I/We (Full name in BLOCK LETTERS) of (address) being the holder(s) of

RCL Foods Shares, do hereby vote as follows: Insert number of votes (one vote per RCL Foods Share) For

Against

Abstain

Special Resolution – Financial assistance

Signed at

on

2014

Signature of Shareholder or authorised representative Assisted by (where applicable) Notes: 1.

The form of consent must only be used by Certificated Shareholders or Dematerialised Shareholders with ‘’own name’’ registration.

2.

Documentary evidence establishing the authority of a person signing this form of consent in a representative capacity must be attached to this form of consent, unless previously recorded by the Transfer Secretary.

3.

A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing her/her capacity are produced or have been registered by the Transfer Secretary.

4.

Any alteration or correction made to this form of consent must be initialled by the signatory/ies.

5.

Forms of consent must be completed and delivered to the Transfer Secretary, so as to be received by the Transfer Secretary by not later than 13:30 on 22 April 2014 in one of the following ways: By hand or courier:

6.

RCL Foods Limited C/o Computershare Investor Services Proprietary Limited 70 Marshall Street Johannesburg, 2001

By post: RCL Foods Limited C/o Computershare Investor Services Proprietary Limited PO Box 61763 Marshalltown, 2107

By fax: +27 11 688 5210

By email: corporate.events@computershare.co.za

Forms of consent not received by the Transfer Secretary by 13:30 on 22 April 2014 will be disregarded.

8

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REF. W2CF17265