Circular to Taste shareholders

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 4 of this Circular apply, mutatis mutandis, throughout

this Circular.

If you are in any doubt as to the action you should take, please consult your broker, CSDP, attorney, accountant, banker

or other professional adviser immediately.

1. If you have disposed of all of your Shares in Taste, then this Circular, together with the attached notice of General

Meeting and form of proxy, should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker

through whom you disposed of your Shares.

2. The General Meeting convened in terms of this Circular will be held at 12:30 (or immediately following the Annual

General Meeting, whichever is later) on Tuesday, 30 June 2015 at Summer Place, 69 Melville Road, Hyde Park,

Johannesburg.

3. Certificated Shareholders and Dematerialised Shareholders with “own name” registration, who are unable to

attend the General Meeting and wish to be represented thereat, must complete and return the attached form of proxy

in accordance with the instructions contained therein.

Dematerialised Shareholders, other than Dematerialised Shareholders with “own name” registration, who:

– are unable to attend the General Meeting and wish to be represented thereat, must provide their CSDP or broker

with their voting instructions, in terms of the Custody Agreement entered into between themselves and the CSDP

or broker concerned, in the manner and within the time stipulated therein; or

– wish to attend the General Meeting, must instruct their CSDP or broker to issue them with the necessary letter of

representation to attend, in the form of a letter of representation.

4. Taste does not accept any responsibility and will not be held liable for any failure on the part of any CSDP or broker

of a Dematerialised Shareholder to notify such Shareholder of the General Meeting or any business to be concluded

thereat.

TASTE HOLDINGS LIMITED Incorporated in the Republic of South Africa

(Registration number 2000/002239/06)

Share code: TAS ISIN: ZAE000081162

(“Taste” or “the Company”)

CIRCULAR TO TASTE SHAREHOLDERSregarding:

– the specific issue of 8 196 722 new Taste Shares to Brimstone, at a price of R3.05

per Share for an aggregate amount of R25 million;

and incorporating:

– a notice convening the General Meeting; and

– a form of proxy for use by Certificated Taste Shareholders and “own name”

registered Dematerialised Shareholders only.

Corporate Adviser and Sponsor to Taste Independent Expert

Date of issue: 29 May 2015

Additional copies of this Circular, in its printed format, may be obtained from the Sponsor at the address set out in the “Corporate

information” section o f this Circular during normal business hours from Friday, 29 May 2015 up to and including Tuesday, 30 June 2015.

Copies of this Circular are available in the English language only.

CORPORATE INFORMATION

Taste Holdings Limited

Date of incorporation: 7 February 2000

Place of incorporation: South Africa

Company Secretary and registered address of Taste

iThemba Corporate Governance and Statutory Solutions Proprietary Limited


12 Gemini Street

Linbro Business Park

Sandton, Johannesburg, 2065

(PO Box 1125, Ferndale, Randburg, 2160)

Transaction Sponsor to Taste

Merchantec Capital


2nd Floor, North Block

Hyde Park Office Towers

Corner 6th Road and Jan Smuts Avenue

Hyde Park, 2196

(PO Box 41480, Craighall, 2024)

Independent Expert

Nodus Capital Proprietary Limited


32 Fricker Road

Illovo, 2146

(PO Box 55369, Northlands, 2116)

Transfer Secretaries

Computershare Investor Services Proprietary Limited


Ground Floor

70 Marshall Street

Johannesburg, 2001

(PO Box 61051, Marshalltown, 2107)

1

FORWARD-LOOKING STATEMENT DISCLAIMER

This Circular includes statements about Taste and/or the Taste Group that are, or may be deemed to be

forward-looking statements. All statements other than statements of historical fact are, or may be deemed

to be, forward-looking statements. These forward-looking statements are not based on historical facts, but

rather reflect current expectations concerning future results and events and generally may be identified by the

use of forward-looking words such as “believe”, “aim”, “expect”, “project”, “anticipate”, “intend”, “foresee”,

“forecast”, “likely”, “should”, “planned”, “may”, “will”, “estimated”, “potential” or similar words and phrases.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events

and depend on circumstances that may or may not occur in the future. Taste cautions that forward-looking

statements are not guarantees of future performance. Actual results, financial and operating conditions,

liquidity and the developments within the industry in which Taste operates may differ materially from those

made in, or suggested by, the forward-looking statements contained in this Circular.

All these forward-looking statements are based on estimates and assumptions made by Taste, as

communicated in publicly available documents by Taste, all of which estimates and assumptions, although

Taste believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements

may not eventuate. Factors which may cause the actual results, performance or achievements to be materially

different from any future results, performance or achievements expressed or implied in those statements or

assumptions include other matters not yet known to Taste or not currently considered material by Taste.

Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is

applicable only at the date on which such forward-looking statement is made. New factors that could cause

the business of Taste not to develop as expected may emerge from time to time and it is not possible to

predict all of them. Further, the extent to which any factor or combination of factors may cause actual results

to differ materially from those contained in any forward-looking statement are not known. Taste has no duty

to, and does not intend to, update or revise the forward-looking statements contained in this Circular after the

date of this Circular, except as may be required by law.

2

TABLE OF CONTENTS

Page

Corporate information Inside front cover

Forward-looking statement disclaimer 1

Important dates and times 3

Definitions and interpretations 4

Circular to Taste Shareholders

1. Introduction 7

2. Nature of the business of Taste 7

3. The Specific Issue 8

4. Share capital of Taste 10

5. Prospects 10

6. Major Shareholders 10

7. Directors 11

8. Material changes 18

9. Litigation statement 18

10. Opinions and recommendations 19

11. Directors’ responsibility statement 19

12. Experts’ consents 19

13. Costs 20

14. Documents available for inspection 20

15. General Meeting 20

Annexure 1 Fairness opinion 21

Annexure 2 Share trading history of Taste 27

Notice of General Meeting 29

Form of proxy Attached

3

IMPORTANT DATES AND TIMES

Record date to determine which Taste Shareholders are entitled to receive

the Circular Friday, 22 May 2015

Circular distributed to Taste Shareholders and notice convening the General

Meeting released on SENS on Friday, 29 May 2015

Last day to trade in order to be eligible to vote at the General Meeting Thursday, 11 June 2015

General Meeting record date Friday, 19 June 2015

Last day to lodge forms of proxy for the General Meeting by 12:30 on Friday, 26 June 2015

General Meeting to be held at 12:30 (or immediately following the

Annual General Meeting, whichever is later) on Tuesday, 30 June 2015

Results of General Meeting released on SENS on Tuesday, 30 June 2015

Results of General Meeting published in the press on Wednesday, 1 July 2015

Notes:

1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.

2. Additional copies of this Circular in its printed format, may be obtained from the Sponsor at the address set out in the

“Corporate information” section of this Circular during normal business hours from Friday, 29 May 2015 up to and including

Tuesday, 30 June 2015.

4

DEFINITIONS AND INTERPRETATIONS

In this Circular, the annexures hereto, the notice of General Meeting and form of proxy, unless the context

otherwise indicates, references to the singular include the plural and vice versa, words denoting one gender

include the others, expressions denoting natural persons include juristic persons and associations of persons

and vice versa, and the words in the first column hereunder have the meaning stated opposite them in the

second column, as follows:

“Annual General Meeting” the annual general meeting of Taste Shareholders to be held at 12:00

on Tuesday, 30 June 2015 at Summer Place, 69 Melville Road, Hyde Park,

Johannesburg, which meeting is convened in terms of the notice of Annual

General Meeting as set out in the 2015 Integrated Annual Report of the

Company;

“BEE” Black Economic Empowerment;

“Board” or “Directors” the board of directors of Taste at the Last Practicable Date whose details

are set out in paragraph 7.1 of this Circular;

“Brimstone” Brimstone Investment Corporation Limited (Registration number

1995/010442/06), a company duly incorporated in accordance with the

laws of South Africa and currently listed on the JSE;

“Business Day” any day other than a Saturday, Sunday or a public holiday in South Africa;

“Certificated Share” a Taste Share that has not been Dematerialised, title to which is evidenced

by a Document of Title;

“Certificated Shareholder” a Taste Shareholder who holds Certificated Shares;

“Circular” this bound document, dated 29 May 2015, including the annexures hereto

and incorporating a notice of General Meeting and a form of proxy;

“Companies Act” the Companies Act, 2008 (Act 71 of 2008), as amended;

“CSDP” a Central Securities Depository Participant, accepted as a participant in

terms of the Financial Markets Act, appointed by an individual Shareholder

for the purposes of, and in regard to Dematerialisation;

“Custody Agreement” the agreement which regulates the relationship between the CSDP or

broker and each beneficial holder of Dematerialised Shares;

“Dematerialisation” the process by which Certificated Shares are converted into electronic

format as Dematerialised Shares and recorded in Taste’s Uncertificated

Securities Register;

“Dematerialised Shareholder” a Taste Shareholder who holds Dematerialised Shares;

“Dematerialised Shares” a Taste Share that has been Dematerialised or has been issued in

Dematerialised form, and recorded in Taste’s Uncertificated Securities

Register;

“Documents of Title” share certificates, certified transfer deeds, balance receipts and/or any

other form of acceptable document of title acceptable to Taste in respect

of Taste Shares;

“Financial Markets Act” Financial Markets Act, 2012 (Act 19 of 2012), as amended;

5

“General Issue” the issue of 22 877 051 Taste Shares at a price of R3.05 per Share on

24 April 2015 to various new and existing public investors in terms of a

general issue for cash in accordance with the general authority granted by

Shareholders at the Annual General Meeting of the Company on 29 July

2014, thereby raising R69.8 million;

“General Meeting” the General Meeting of Taste Shareholders to be held at 12:30 (or

immediately following the Annual General Meeting, whichever is later)

on Tuesday, 30 June 2015 at Summer Place, 69 Melville Road, Hyde Park,

Johannesburg, which meeting is convened in terms of the notice of General

Meeting attached to this Circular;

“Group” or “Taste Group” Taste and its Subsidiaries;

“Independent Expert” or

“Nodus Capital”

Nodus Capital Proprietary Limited (Registration number 2007/004535/07),

a private company duly incorporated in accordance with the laws of South

Africa and appointed by the Board to provide a fairness opinion in relation

to the Specific Issue;

“JSE” JSE Limited (Registration number 2005/022939/06), a public company

duly incorporated in accordance with the laws of South Africa and licensed

as an exchange under the Financial Markets Act;

“Last Practicable Date” Friday, 22 May 2015, being the last practicable date prior to the finalisation

of this Circular;

“Listings Requirements” the Listings Requirements of the JSE, as amended from time to time by

the JSE;

“Rand” or “R” South African Rand, the official currency of South Africa;

“Register” Taste’s securities register, including the Uncertificated Securities Register;

“SENS” the Stock Exchange News Service of the JSE;

“South Africa” the Republic of South Africa;

“Specific Issue” the issue of the Subscription Shares to Brimstone, or one of its wholly-

owned Subsidiaries, at the Subscription Price;

“Strate” the settlement and clearing system used by the JSE, managed by Strate

Proprietary Limited (Registration number 1998/022242/07), a private

company duly incorporated in accordance with the laws of South Africa

and which company is a registered Central Securities Depository in terms

of the Financial Markets Act;

“Subscription Date” the first business day following the date on which the conditions precedent

set out in paragraph 3.3 below are fulfilled;

“Subscription Price” the aggregate subscription price payable by Brimstone to Taste for

the Subscription Shares, being R25 million, calculated at R3.05 per

Subscription Share;

“Subscription Shares” 8 196 722 Taste Shares;

“Subsidiary” a subsidiary as defined in the Companies Act;

“Taste” or “the Company” Taste Holdings Limited (Registration number 2000/002239/06), a public

company duly registered and incorporated in accordance with the laws of

South Africa and currently listed on the JSE;

6

“Taste Shareholders” or

“Shareholders”

holders of Taste Shares;

“Taste Shares” or “Shares” ordinary shares of R0.00001 each in the authorised and issued share

capital of Taste;

“Transfer Secretaries” Computershare Investor Services Proprietary Limited (Registration number

2004/003647/07), a private company duly incorporated in accordance

with the laws of South Africa;

“ Uncertificated Securities

Register”

the record of Dematerialised Shares administered and maintained by a

CSDP and which forms part of the Register; and

“VAT” value added tax, levied in terms of the provisions of the Value-Added Tax

Act, 1991 (Act 89 of 1991), as amended.

7





Directors

Executive

C F Gonzaga (Chief Executive Officer)

E Tsatsarolakis (Financial Director)

D J Crosson (Executive Director)

J B Currie (Executive Director)

Non-executive

R L Daly (Chairperson)*

A Berman*

H R Rabinowitz

S Patel*

G M Pattison*

K Utian*

W P van der Merwe*

*Independent

CIRCULAR TO TASTE SHAREHOLDERS

1. INTRODUCTION

On 21 April 2015, it was announced on SENS that, inter alia, Taste had agreed, subject to the fulfilment

of the conditions precedent set out in paragraph 3.3 below, to issue 8 196 722 new Taste Shares (which

represent 2.84% of the share capital of Taste before the Specific Issue and 2.76% of the share capital

of Taste after the Specific Issue) to Brimstone, or one of its wholly-owned Subsidiaries, at R3.05 per

Share, thereby raising R25 million. As Brimstone currently holds more than 10% of the issued share

capital of Taste, it is considered a non-public Shareholder in terms of paragraph 4.25(e) of the Listings

Requirements and is classified as a “related party” in terms of paragraph 10.1(b)(i) of the Listings

Requirements. Accordingly, the Specific Issue is subject to approval by ordinary resolution achieving a

75% majority of the votes cast in favour of such resolution by Shareholders (excluding Brimstone and its

associates) present or represented and voting at the General Meeting.

As the Subscription Price represents a discount of 5.21% to the volume weighted average traded price

of Taste Shares over the 30 Business Days prior to 17 April 2015, the date on which the Specific Issue

was agreed to in writing by Taste and Brimstone, the Board has, in accordance with in paragraph 5.51(f)

of the Listings Requirements, appointed the Independent Expert to provide a fairness opinion in relation

to the Specific Issue. A copy of the fairness opinion is set out in Annexure 1 to this Circular.

The purpose of this Circular is to provide Taste Shareholders with the information relating to the Specific

Issue and to give notice of a General Meeting of Taste Shareholders in order to consider and, if deemed

fit, to pass the resolutions necessary to approve and implement the Specific Issue in accordance with the

Listings Requirements. A notice convening such meeting is attached to, and forms part of, this Circular.

2. NATURE OF THE BUSINESS OF TASTE

Taste is a South African-based management group that is invested in a portfolio of mostly franchised,

category specialist and formula driven Quick Service Restaurants and retail brands, both owned and

licensed, currently represented in over 6 00 locations throughout Southern Africa.

8

Food division

The food division consists of the Domino’s Pizza, Maxi’s, Scooters Pizza, St. Elmo’s Woodfired Pizza,

Zebro’s Chicken and The Fish & Chip Co. brands, as well as Buon Gusto Food services. The latter

manufactures sauces, spices, dough premixes and added value meat products for the Group’s food

brands and distributes the majority of products used by its food outlets. All six trading consumer

brands are underpinned by strong value-for-money propositions within their target consumer market.

Following the Group’s announcement on SENS on 10 April 2014 that it had signed a 30-year Master

Franchise Agreement to develop the global Domino’s Pizza brand in South Africa and six other countries,

the first four Domino’s Pizza stores were officially opened on 30 October 2014 in South Africa in

Johannesburg, Durban and Cape Town. There are currently 23 Domino’s Pizza stores (all corporate

owned), the majority of which are utilised as training springboards for the conversion of existing Scooters

Pizza and St. Elmo’s stores to Domino’s Pizza stores. The first nine converted franchisee stores will trade

under the Domino’s Pizza brand by the end of May 2015.

Jewellery division

NWJ is the only vertically-integrated franchise jewellery chain in South Africa and owns and operates

approximately 60% of the outlets. The franchise services are comparable to the Taste food franchise

division in that they offer their franchisees operational and marketing support, project management,

new site growth and development, and national brand-building strategies in return for a royalty. The

distribution division distributes all of the goods sold through NWJ outlets. Of these, approximately 40% is

manufactured by the manufacturing facility in Durban, 22% is imported, and the remaining 38% sourced

locally. This model provides in-house innovation capacity, fast routes to market, and reduces input costs

through purchasing economies of scale. A further benefit of owning the manufacturing facility is that

slow-moving or returned stock can be either re-worked with negligible yield loss or transferred to another

location where there is known demand for the item.

Arthur Kaplan Jewellers is a leading luxury watch and jewellery retailer comprising ten Arthur Kaplan

branded outlets and one World’s Finest Watches outlet and is the leading retailer of Swiss watches in

South Africa. Arthur Kaplan is a stockist of premium luxury brands including Rolex, Breitling, Omega, Tag

Heuer and Longines and a number of other leading luxury and fashion watch brands. Arthur Kaplan also

retails luxury fine jewellery within collections under the Arthur Kaplan brand name with a focus on bridal

and engagement pieces.

3. THE SPECIFIC ISSUE

3.1 Introduction and rationale for the Specific Issue

As announced on SENS on 21 April 2015, Taste has agreed, subject to the fulfilment of the conditions

precedent set out in paragraph 3.3 below, to issue the Subscription Shares to Brimstone, or one

of its wholly-owned Subsidiaries, who has agreed to subscribe for the Subscription Shares at the

Subscription Price, thereby raising capital of approximately R25 million.

Brimstone is a JSE-listed black-controlled and managed investment company with a market

capitalisation of approximately R4.6 billion in South Africa, employing around 3 400 employees in

its Subsidiaries and in excess of 24 000 employees in its associates and investments.

Having initially acquired Shares in Taste in February 2012, Brimstone currently owns approximately

13.1% of the share capital of Taste, which Shareholding will increase to approximately 15.5%

after the Specific Issue. The Specific Issue will therefore enhance Taste’s BEE credentials and

Shareholding, which is aligned with Taste’s stated intent.

Brimstone seeks to achieve above average returns for its shareholders by investing in wealth

creating businesses and entering into strategic alliances to which it contributes capital, innovative

ideas, management expertise, impeccable empowerment credentials and a values driven corporate

identity.

Brimstone is well capitalised, has access to further capital and has the team and experience to

continue adding value to Taste.

9

3.2 Intended use of the funds

The Group operates a central treasury, capital raising and capital allocation function which raises

capital based on the overall Group requirements at the time, and not necessarily based on each

individual investment opportunity. This allows the Group to utilise existing cash flows and to set

gearing levels that are appropriate to the most recent investment/s combined with the existing

businesses. Integral to this centralised function, in 2014 the Group restructured its access to debt

through the registration of a R1 billion Domestic Medium Term Note (“DMTN”) programme with an

initial successful issuance of R125 million. In April 2015 a further R75 million was issued under the

DMTN programme. In order to achieve the appropriate level of gearing, the Company concluded a

rights offer in September 2014, thereby raising R180 million.

The capital to be raised from the Specific Issue, together with the capital raised from the General

Issue, being an aggregate amount of R94.8 million (“the Funds”), will be housed in the Company’s

bank account and earn interest at a rate of 5.25% until being deployed. A portion of the Funds will

be allocated to replenishing the majority of the total cash purchase consideration of R85.0 million

used for the acquisition of Arthur Kaplan in November 2014, which acquisition was settled from

cash reserves predominantly earmarked for the rollout of the conversion and consolidation of

the Scooters Pizza and St Elmo’s stores to Domino’s Pizza stores. Additionally, the performance

of Arthur Kaplan since the acquisition has exceeded expectations to the extent that the Group

expects to pay an additional R10 million to R20 million in terms of the agreed “earn out”, as per the

purchase and sale agreement (in terms of which, as set out in the announcement released on SENS

on 21 October 2014, should the profit after tax for the period from 1 July 2014 to 30 June 2015

(“PAT”) exceed R12.386 million (“target amount”), the purchase consideration will be increased

by R4.21 for every R1.00 with which the PAT exceeds the target amount, up to a total additional

amount of R35 million).

Since opening the first six Domino’s Pizza outlets between October and December 2014, the

Group has been encouraged by the positive customer reaction and sales. Consequently, whereas

only six corporate owned stores were planned for the 2015 year, the Group now has plans to

have approximately 25 corporate owned outlets by the end of August 2015, in addition to at least

30 franchised stores by the same date. A portion of the Funds will therefore be used to partly fund

the additional corporate owned outlets.

The better than expected sales from both new stores and converted stores have also resulted

in the dough production facility in Cape Town being established earlier than originally planned.

The production facility located in Midrand started producing Domino’s Pizza dough balls in April

2015 and the Group expects that dough balls will be produced in the Cape Town facility by June

2015. This earlier than planned capital expenditure will also be partly funded from these Funds, as

applicable.

The General Issue and the Specific Issue is therefore a continuance of the periodic realignment of

the Group’s capital structure in light of the acquisition of Arthur Kaplan, the Cape Town commissary

and the additional corporate owned outlets but also the financial position and outlook of the

remainder of the Group.

3.3 Conditions precedent

The Specific Issue is subject to the applicable regulatory approvals and the approval by ordinary

resolution achieving a 75% majority of the votes cast in favour of such resolution by Shareholders

(excluding Brimstone and its associates) present or represented and voting at the General Meeting

in terms of the Listings Requirements.

10

4. SHARE CAPITAL OF TASTE

The share capital of Taste before and after the Specific Issue is set out in the table below.

4.1 Share capital of Taste before and after the Specific Issue

Before the Specific Issue

R’000

Authorised

500 000 000 ordinary Shares of R0.00001 each –

Issued

288 588 895 ordinary Shares of R0.00001 each

Share premium

3

364 120

364 123

Taste has 2 248 000 treasury Shares in issue which are held by the Taste Holdings Share Trust.

After the Specific Issue

R’000

Authorised

500 000 000 ordinary Shares of R0.00001 each –

Issued

296 785 617 ordinary Shares of R0.00001 each

Share premium

3

389 120

389 123

4.2 Share trading history of Taste

Annexure 2 to this Circular contains the aggregate volume and the highest, lowest and closing

prices of Taste Shares traded on the JSE:

– for each month over the previous 12 months; and

– for each trading day during the 30-day period ended Friday, 22 May 2015 being the Last

Practicable Day before the finalisation of this Circular.

5. PROSPECTS

The Group’s exposure to a diversified customer base, combined with multiple sources of revenue and

profit due to its extensive vertical integration, provides a balanced portfolio that is resilient to localised

consumer contractions such as that currently being experienced among lower income consumers.

Since opening the first six Domino’s Pizza outlets between October and December 2014, the Group

has been encouraged by the positive customer reaction and sales. The Group has plans to have

approximately 63 corporate-owned and franchised stores by the end of August 2015.

The Group has identified further opportunities in line with its strategic intent and is confident that the

current year will see some of these materialise.

6. MAJOR SHAREHOLDERS

There has been no change in controlling Shareholder in either Taste or any of its Subsidiaries and

associates in the preceding five year period and there will be no controlling Shareholder in Taste as a

result of the Specific Issue. Furthermore, there has been no change in trading objective or change in

name.

11

6.1 Major Shareholders before the Specific Issue

Those Shareholders (excluding Directors whose interests are detailed in paragraph 7.2 below) who,

as at the Last Practicable Date insofar as is known to Taste, directly or indirectly, were beneficially

interested in 5% or more of the issued share capital of Taste are listed below:

Shareholder

Number of Shares Percentage

Shareholding

(%)

Direct

Shareholding

Indirect

Shareholding

Brimstone Investment Corporation Limited* – 37 884 141 13.13

Chickenland Proprietary Limited – 33 886 101 11.74

PSG Asset Management Proprietary Limited – 29 811 233 10.33

Pershing LLC – 25 124 033 8.71

Total – 126 705 508 43.91

* Through its wholly-owned subsidiaries, Newshelf 1168 Proprietary Limited and Brimstone Manco Proprietary Limited.

Brimstone and its associates will be excluded from voting on the ordinary resolution which requires approval by 75% of

the votes cast in favour of the Specific Issue by Shareholders present or represented and voting at the General Meeting.

6.2 Major Shareholders after the Specific Issue

Shareholder

Number of Shares Percentage

Shareholding

(%)

Direct

Shareholding

Indirect

Shareholding

Brimstone Investment Corporation Limited* – 46 080 863 15.53

Chickenland Proprietary Limited – 33 886 101 11.42

PSG Asset Management Proprietary Limited – 29 811 233 10.05

Pershing LLC – 25 124 033 8.47

Total – 134 902 230 45.45

* Through its wholly-owned subsidiaries, Newshelf 1168 Proprietary Limited and Brimstone Manco Proprietary Limited.

7. DIRECTORS

7.1 Details and experience of Directors

The full names, ages, qualifications, business addresses, functions in the Group and background

of the executive and non-executive Directors of Taste at the Last Practicable Date are as follows:

Executive Directors

Carlo Ferdinando Gonzaga (40)

Qualifications: BSocSci, LLB

Business address: 12 Gemini Street, Linbro Business Park, Sandton, 2065

Function and committees: Chief Executive Officer

Chairman of the executive committee

Background: Carlo completed a postgraduate LLB degree at the University of

Natal after which he and his father, Luigi, owned four franchised

pizza outlets in the Durban region. In 1999, Carlo sold his interests

and commenced the groundwork to create a new pizza delivery

concept which became Scooters Pizza in September 2000. Since

2000, Carlo has headed up the team that has driven the Group to

win many prestigious awards through its brands, the acquisition

of a number of brands and businesses, licensing Domino’s Pizza

and the creation and listing of Taste in 2006. Carlo guides the

strategic direction of the Company, its growth strategy and human

capital development. He chairs the executive committee.

12

Evangelos (Evan) Tsatsarolakis (39)

Qualifications: CA(SA)


Function and committees: Chief Financial Officer

Member of the executive committee

Background: Evan qualified as a chartered accountant in 2001 after completing

his articles with PricewaterhouseCoopers. He left PWC and spent

seven years with the JSE-listed Spur Group where he gained

extensive experience within the food franchising industry having

been exposed to the financial, operational and supply chain

aspects of the business. He then served as Financial Director

within a logistics group of companies. Evan joined Taste in April

2009 and was appointed to the Board in September 2009 as

Chief Financial Officer. Evan acts in a non-executive capacity to

the management boards of the food and jewellery divisions and

is a member of the executive committee.

Duncan John Crosson (48)

Qualifications: BCompt (Hons)


Function and committees: Chief Executive Officer – Jewellery division


Background: Duncan obtained his BCompt (Hons) while serving articles with

Morrison Murray in Durban. He gained valuable experience in a

manufacturing and distribution environment servicing the retail

and fast-moving consumer goods industry, progressing to Chief

Financial Officer and shareholder of the group of companies.

Duncan joined Scooters Pizza in 2000 and has been a member

of the board of directors of Scooters Pizza since 2001 and a

member of the Taste Board since inception. He was appointed

Chief Operating Officer of NWJ Fine Jewellery in September

2009 and subsequently Chief Executive Officer in April 2010.

Duncan was appointed to the board of the Jewellery Council

of South Africa in April 2011 and has served on the Jewellery

Council’s executive committee since February 2012. Duncan has

been instrumental in the successful management and control of

the significant growth of the Group over the past 14 years. He is

a member of the executive committee and chairs the jewellery

division management committee.

13

Jay Bayne Currie (40)

Qualifications: BSc


Function and committees: Chief Executive Officer – Food division


Background: Jay started with the Massdiscounters division of the listed

South African retailer, Massmart, in 1999. He joined the holding

company, Massmart Holdings Limited, as Group Commercial

Executive in 2006 where he was responsible for all collaborative

functions between the various subsidiaries of the group. In this

position, he also held a non-executive position on each of the

divisional boards of Game, Makro, Builders Warehouse and

Massmart’s food wholesale businesses, Masscash. In 2009, Jay

took up the challenge of leading and building Cambridge Food,

a national retail food business focused on low-income customers,

for Massmart. In 2013, he changed roles and was responsible

for facilitating and executing on an e-commerce strategy for the

Massmart group. Jay was a member of the Massmart group

executive committee which led the sale of a controlling stake

in Massmart to the multinational giant Walmart. In 2013, Jay

resigned from Massmart and joined the Taste executive team

in September 2013 and remained on the Board of Taste. Jay’s

executive experience in a global, multi-branded, listed retailer is

invaluable to the Group.

Non-executive Directors

Ramsay L’amy (Bill) Daly (71)

Qualifications: BA, LLB


Function and committees: Independent Non-executive Chairman

Member of the social, ethics and remuneration committee

Background: Bill is a BA, LLB graduate of Stellenbosch University. He was

admitted as an attorney, notary and conveyancer and practised

as the Chairman of RL Daly Incorporated, a firm of attorneys which

specialises in the provision of call centre services to national

corporates, retailers and banks. He was one of the founding

shareholders and the Chairperson of Scooters Pizza Proprietary

Limited and has, since inception, been the Chairperson of Taste.

Bill is a director of a number of companies including a director

and the Deputy Chairperson of HBZ Bank Limited, and brings

a wealth of business experience to the Group which has proved

invaluable, particularly in the last number of years.

14

Anthony Berman (71)



Function and committees: Independent Non-executive Director

Chairman of the audit and risk committee

Chairman of the social, ethics and remuneration committee

Background: As a chartered accountant (SA), Tony practised in Durban within

the auditing profession his entire working life. Tony is also an

FSB qualified Financial Planner, and a director of and substantial

shareholder in Plexus Wealth, a financial planning business

operating in Durban, Stellenbosch, Johannesburg and Port

Elizabeth. He served articles with G. Hackner, Benn & Co. After

a few years on his own, Tony returned to G. Hackner, Benn & Co

(now Grant Thornton) and remained with them until he retired as

a partner on 1 March 2009. Tony was Managing Partner of the

Durban office from 2003 for five years, and continues to consult

for the firm when required. Tony has had extensive experience as

Tax Partner, financial consulting, mergers and acquisitions, estate

planning, valuations, exchange control and is an experienced

consultant in corporate and general business.

Sebastian Patel (33)

Qualifications: BBusSci (UCT)



Member of the audit and risk committee

Background: Sebastian is a Managing Executive at Brimstone Investment

Corporation Limited, which position he took up in July 2010.

Sebastian focuses on evaluating prospective investment

opportunities for Brimstone as well as helping to manage

Brimstone’s current investments. Prior to joining Brimstone,

Sebastian spent six and a half years at Nedbank Capital, primarily

in the Corporate Finance division. Sebastian is a Fellow of the

Institute of Actuaries.

15

Grant Michael Pattison (43)

Qualifications: BSc Eng Elec



Background: Grant graduated from UCT in 1992 with a BSc degree in Electrical

Engineering, after which he was employed by Anglo American

Group as a management trainee. In 1993, Grant moved to Monitor

Group as a consultant. A chance encounter with Massmart Chief

Executive Officer, Mark Lamberti, in the reception at Massmart

House paved Grant’s route to a career in retail with Massmart in July

1998. He started his retail career in the role of Executive Assistant

to the Chief Executive Officer, a position which he occupied for

two years before being appointed Managing Director of Game

Stores in October 2000. This was followed two years later with his

appointment as Group Commercial Executive in 2003. Grant was

appointed to the executive committee in 2000, to the board on

7 December 2004 and to the position of Deputy Chief Executive

Officer on 1 July 2005. In July 2006, he became Chief Executive

Officer Designate and was appointed Chief Executive Officer of

Massmart Holdings on 1 July 2007. With 15 years’ experience

working for Massmart, Grant has played an integral part in forming

and leading its long-term strategy. This has included leading

the Massmart-Walmart acquisition and integration, expanding

growth into the African continent and introducing retail food into

the Massmart business. Grant was appointed as Co-Chair of the

Consumer Goods Council of South Africa in 2009.

Hylton Roy Rabinowitz (65)


Function and committees: Non-executive Director

Background: Hylton began his career in the jewellery industry when he first

opened Hylton’s Jewellers in 1983. The second store followed

in the same year and the name changed to Natal Wholesale

Jewellers. In 1988, Hylton went on to extend the brand when he

purchased a share in one of the oldest jewellery manufacturers in

Durban, Durban Manufacturing Jewellers, which supplied NWJ

with the majority of its locally manufactured jewellery giving NWJ

the ability to offer excellent quality jewellery at competitive prices.

Hylton has played a significant role in influencing the jewellery

industry in South Africa. He retired in November 2011, but still

serves as a non-executive director and is focused on sharing his

immeasurable wealth and experience with the team.

16

Kevin Utian (46)

Qualifications: BCom, BAcc, CA(SA)



Member of the social, ethics and remuneration committee

Background: Kevin is the Chief Executive Officer of Coricraft Proprietary

Limited, having taken up this position in April 2012. Prior to this

he spent 16 years at Nando’s formatively as Managing Director of

Nando’s South Africa and thereafter as a director of the Nando’s

global group. Kevin is a chartered accountant by profession, and

has been a board member from the inception of Scooters Pizza

in 2000. Kevin’s experience of the franchise model and exposure

to international markets makes his contribution invaluable to the

Group.

Wessel Petrus van der Merwe (45)



Function and committees: Independent non-executive Director

Member of the audit and risk committee

Background: Before starting his own business in 1998, Wessel completed

his articles in 1996 at Arthur Anderson and joined Gensec

Investment Bank for a period of two years. He gained valuable

experience in investment banking, deal structuring, private equity

and underwriting. During 1998, he started a corporate finance

business and built it into one of the biggest advisory businesses

for small and medium companies. The business was ranked

by dealmakers in the top 10 corporate advisory firms for more

than five years. He was involved in more than 30 listings, various

corporate finance transactions and private equity transactions.

He participated actively in more than 22 boards as a Designated

Adviser or sponsor over the last few years and gained valuable

experience as an adviser to the various boards. He sold his

business during 2008 to a black-owned financial services group

where he headed up the corporate advisory business. Wessel is

now actively involved as a non-executive member in five listed

companies.

17

Director of major Subsidiary of Taste

Arvid Smedsrud (53)

Qualifications: MBA


Function and principal activities: Executive director of Buon Gusto, a major subsidiary of Taste

Background: Arvid obtained his MBA degree, specialising in vertical integration

for food businesses in 2001, at the time when he was Managing

Director of Bull Brand Foods. He has been involved in the

food business for 30 years, initially in procurement and supply

chain functions, followed by manufacturing environments. He

has worked predominantly in the fast moving consumer goods

environment servicing both retail and wholesale categories. Arvid

joined Taste Holdings in March 2007 as Supply Chain Executive

until April 2010. He now heads the recently formed Food Services

division of Taste, with factories and depots in Cape Town and

Pretoria.

7.2 Directors’ interests in securities

7.2.1 Directors’ interests before the Specific Issue

At the Last Practicable Date, the Directors held, directly or indirectly, beneficial interest in

65 561 611 Shares in Taste, representing approximately 22.72% of the total issued share

capital of Taste as set out in the table below:

Beneficial Total Total

Director Direct Indirect Shares %

Executive

H R Rabinowitz 426 358 32 039 954 32 466 312 11.25

J B Currie 10 061 768 – 10 061 768 3.49

C F Gonzaga and

associates – 6 091 891 6 091 891 2.11

R L Daly and associates 85 000 5 429 758 5 514 758 1.91

D J Crosson 4 711 082 – 4 711 082 1.63

G Pattison – 2 000 000 2 000 000 0.69

A Berman 1 744 200 – 1 744 200 0.60

W P van der Merwe – 1 550 400 1 550 400 0.54

K Utian and associates – 1 292 000 1 292 000 0.45

E Tsatsarolakis 129 200 – 129 200 0.05

17 157 608 48 404 003 65 561 611 22.72

There has been no change to the aforementioned Directors’ interests, between the financial

year ended 28 February 2015 and the Last Practicable Date (including those Directors

who resigned within the past 18 months. As at 28 February 2015, L Gonzaga, who retired

on 28 February 2014, and associates held 2 083 983 Shares indirectly and beneficially,

representing 0.72% of the share capital of Taste before the Specific Issue).

7.2.2 Directors’ interests after the Specific Issue

The Directors’ interests will not vary as a result of the Specific Issue.

18

7.3 Directors’ interests in transactions

None of the Directors (including those Directors who resigned within the past 18 months) have had

any beneficial interest, either directly or indirectly, in any transactions effected by Taste during the

current or preceding financial year or during any earlier financial year which remains outstanding

or unperformed in any respect.

S Patel who is a Managing Executive at Brimstone is also a non-executive Director of Taste.

7.4 Directors’ emoluments

The components of the Executive Directors’ emoluments in respect of the financial year ended

28 February 2015 are set out below:

Basic

R’000

Allowances

and

benefits

R’000

Incentive

bonus

R’000

Long-term

employee

benefits

R’000

Total

R’000

C F Gonzaga 1 965 131 – 1 970 4 067

E Tsatsarolakis 1 456 116 – 999 2 572

D J Crosson1 1 661 99 – 727 2 487

J B Currie 2 070 45 – – 2 115

Total 7 152 391 – 3 696 11 241

Note:

1. Paid by Subsidiary.

The Non-executive Directors’ fees in respect of the financial year ended 28 February 2015 are set

out below:

2015

R’000

R L Daly 249

A Berman 241

H R Rabinowitz 107

Brimstone Investment Corporation Limited – S Patel 134

G M Pattison 120

K Utian 134

W P van der Merwe 134

Total 1 119

The remuneration of the Directors will not be varied as a result of the Specific Issue as contained

in this Circular.

7.5 Directors’ service contracts

Each of the Executive Directors has concluded service contracts with terms and conditions that are

standard for such appointments, which service contracts are available for inspection as set out in

paragraph 1 4 below.

8. MATERIAL CHANGES

There have been no material changes in the financial or trading position of the Company since the

reported financial information of Taste for the year ended 28 February 2015. In addition, there have been

no material changes to the business of Taste or its Subsidiaries or associates during the past five years.

9. LITIGATION STATEMENT

Save as set out below, there are no legal or arbitration proceedings, pending or threatened, of which the

Taste Group is aware, that may have or have had, in the 12 month period preceding the Last Practicable

Date, a material effect on the financial position of the Taste Group.

19

Taste, through one of its wholly-owned Subsidiaries, Buon Gusto Cuisine Proprietary Limited (“Buon

Gusto”), acquired The Fish & Chip Co. brand (“the Business”) operated by Traditional Fish & Chips

Proprietary Limited and Praxia Nathanael (“the Sellers”). On 31 January 2012, Buon Gusto made a cash

payment of R45 million directly to the Sellers, in accordance with the provisions of the sale of business

agreement (“Agreement”). The Sellers handed over the Business, and full control thereof, to Buon Gusto

on 1 February 2012 and the Business has since been fully integrated into the operations of Buon Gusto

and continues to be fully operated by Buon Gusto. A dispute subsequently arose in regard to, inter alia,

the implementation of the transaction. The Sellers thereafter purported to cancel the Agreement and

have issued summons in this regard. Buon Gusto does not accept the purported cancellation and deems

it to be entirely without foundation. It is defending the action and has issued a counterclaim against the

Sellers. The matter is currently ongoing.

On 20 May 2014, Shareholders were advised that certain parties who were unsuccessful in previous

negotiations with Domino’s Pizza International Franchising Inc had instituted an application in the High

Court of South Africa against Taste contesting the validity of the Master Franchise Agreement concluded

between Taste Food Franchising Proprietary Limited and Domino’s Pizza International as announced

by both Domino’s Pizza International and Taste on 10 April 2014. The applicants have cited Domino’s

Pizza International as the first respondent and Taste as the second respondent in the application. The

application, which was served on Taste on 19 May 2014, has been opposed by both Domino’s Pizza

International and Taste. The applicants have not disputed that there is no signed written agreement

between any one or more of the applicants (or any combination of them) (on the one hand) and Domino’s

Pizza International (on the other). The Board nevertheless felt it prudent to inform Shareholders timeously

of the application and will continue to update Shareholders of further developments from time to time.

10. OPINIONS AND RECOMMENDATIONS

10.1 Report of the Independent Expert

Taking into consideration the terms and conditions of the Specific Issue, the Independent Expert

is of the opinion that such terms and conditions are fair to Taste Shareholders. Shareholders are

referred to Annexure 1 to this Circular which sets out the full text of the report of the Independent

Expert regarding the Specific Issue.

10.2 View of the Board

The Directors, after due consideration of the report of the Independent Expert regarding the

Specific Issue, have considered the content thereof, and are of the opinion that the Specific Issue

is fair to Taste Shareholders. The Directors recommend that Taste Shareholders vote in favour of the

resolutions to be proposed at the General Meeting.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors, whose names are given in paragraph 7.1 above, collectively and individually accept full

responsibility for the accuracy of the information given and certify that, to the best of their knowledge and

belief there are no facts that have been omitted which would make any statement false or misleading,

and that all reasonable enquiries to ascertain such facts have been made and that the Circular contains

all information required by law and the Listings Requirements.

12. EXPERTS’ CONSENTS

The Corporate Adviser and Sponsor, Independent Expert, Company Secretary and the Transfer

Secretaries have consented in writing to act in the capacities stated and to their names being stated

in this Circular and, where applicable, to the inclusion of their report in the form and context in which

it has been reproduced in Annexure 1 to this Circular, and have not, prior to the Last Practicable Date,

withdrawn their consents prior to publication of this Circular.

20

13. COSTS

The total estimated costs of the Specific Issue, which amount to approximately R435 500 excluding VAT,

are detailed in the table below:

Estimated

amount

(Rands)

Corporate Adviser and Sponsor – Merchantec Capital 100 000

Independent Expert – Nodus Capital 150 000

JSE document inspection fees 28 500

JSE listings fees 37 000

Printing, publication and postage – Ince 120 000

Total 435 500

14. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection at the registered office of the

Company, 12 Gemini Street, Linbro Business Park, Sandton, Johannesburg, 2065, and at the office of

the Sponsor which address is set out in the “Corporate Information” section of the Circular, during normal

business hours from Friday, 29 May 2015 up to and including Tuesday, 30 June 2015:

– the Memoranda of Incorporation of the Company and its Subsidiaries;

– the service contracts entered into between the executive Directors and the Company referred to in

paragraph 7.5 above;

– a copy of the fairness opinion of the Independent Expert, the text of which is included as Annexure 1

to this Circular;

– copies of the audited annual financial results of Taste for the three financial years ended

28 February 2015;

– the written consent letters referred to in paragraph 12 above; and

– a signed copy of this Circular.

15. GENERAL MEETING

A General Meeting of Taste Shareholders will be held at 12:30 (or immediately following the Annual

General Meeting, whichever is later) on Tuesday, 30 June 2015 at Summer Place, 69 Melville Road, Hyde Park,

Johannesburg, in order to consider and approve the resolutions set out in the notice of General Meeting

included in this Circular.

A notice convening the General Meeting and a form of proxy for use by Certificated Shareholders and

Dematerialised Shareholders with “own name” registration who are unable to attend the General Meeting,

form part of this Circular.

Certificated Shareholders and Dematerialised Shareholders with “own name” registration, who are

unable to attend the General Meeting and wish to be represented thereat, must complete and return the

attached form of proxy in accordance with the instructions contained therein.

Dematerialised Shareholders, other than Dematerialised Shareholders with “own name” registration,

who:

– are unable to attend the General Meeting and wish to be represented thereat, must provide their

CSDP or broker with their voting instructions, in terms of the custody agreement entered into between

themselves and the CSDP or broker concerned, in the manner and within the time stipulated therein;

– wish to attend the General Meeting, must instruct their CSDP or broker to issue them with the necessary

written letter of representation to attend.

Signed on behalf of the Board

Carlo Gonzaga

Chief Executive Officer

29 May 2015

21

ANNEXURE 1

FAIRNESS OPINION

“The Directors

Taste Holdings Limited

12 Gemini Street


Sandton

Johannesburg, 2065

25 May 2015

Dear Sirs

INDEPENDENT EXPERT OPINION ON THE SPECIFIC ISSUE FOR CASH BY TASTE HOLDINGS LIMITED

(“TASTE” OR THE “COMPANY”) TO A RELATED PARTY

Introduction

On 21 April 2015, it was announced on SENS (the “Announcement”) that, inter alia, Taste had agreed to issue

8 196 722 new Taste Shares to Brimstone Investment Corporation Limited (“Brimstone”), or one of its wholly-

owned Subsidiaries, at R3.05 per Share (the “Subscription Price”), thereby raising R25 million (the “Specific

Issue” or the “Transaction”).

In addition to the Specific Issue, Taste also raised capital of approximately R69.8 million through the issue

of 22 877 051 Taste Shares to various new and existing public investors in terms of a general issue for cash

in accordance with the general authority granted by Taste Shareholders at the annual general meeting on

29 July 2014 (the “General Issue”). The Shares under the General Issue were issued and listed on or about

24 April 2015 at a subscription price of R3.05, which represented a discount of 5.21% to the volume weighted

average traded price (“VWAP”) of Taste Shares over the 30 business days up to and including 17 April 2015,

the date the board of directors (“Board”) approved the issue of the Taste Shares.

As Brimstone currently holds more than 10% of the issued share capital of Taste, it is classified as a

‘related party’ in terms of paragraph 10.1(b)(i) of the Listings Requirements of the JSE Limited (“Listings

Requirements”). Accordingly, the Specific Issue is subject to approval by ordinary resolution achieving a

75% majority of the votes cast in favour of such resolution by Taste Shareholders (excluding Brimstone and

its associates) present or represented and voting at the General Meeting.

As the Subscription Price represents a discount of 5.21% to the VWAP of Taste Shares over the 30 business

days prior to 17 April 2015, the date on which the Specific Issue was agreed to in writing by Taste and

Brimstone (the “Transaction Date”), the Board must, in accordance with paragraph 5.51(f) of the Listings

Requirements, appoint an Independent Expert to provide a fairness opinion in relation to the Specific Issue.

The proposed Transaction is subject to the Conditions Precedent detailed in paragraph 3.3 of the Circular, to

be dated on or about 29 May 2015 (the “Circular”).

Scope

In terms of the Listings Requirements the Company must retain an Independent Expert for purposes of the

compilation of a report to the Board and Taste Shareholders confirming that the terms and conditions of the

Transaction are fair to Taste Shareholders.

Nodus Capital Proprietary Limited (“Nodus”) has been appointed by the Board as the Independent Expert to

advise on whether the terms and conditions of the Transaction are fair to the Taste Shareholders.

The Board requested Nodus to also consider the reasonableness of the Transaction, although it is not a

requirement in term of the Listings Requirements.

22

Responsibility

The compliance with the Listings Requirements is the responsibility of the Board. Our responsibility is to

report on the terms and conditions of the Transaction in compliance with the related provisions of the Listings

Requirements.

We confirm that our fair and reasonable opinion (the “Opinion”) has been provided to the Board for the sole

purpose of assisting the Board in forming and expressing an opinion for the benefit of Taste Shareholders in

relation to the Transaction.

Definition of the terms “fair” and “reasonable”

The “fairness” of a transaction is based on quantitative issues. A transaction may be said to be fair if the

benefits received by the shareholders, as a result of the transaction, are equal to or greater than the value

ceded by the shareholders.

The Specific Issue may be said to be fair to the Shareholders of Taste if the Subscription Price at which

Taste Shares are issued is greater than or equal to the value of a Taste Share and, conversely, unfair if the

Subscription Price at which Taste Shares are issued is less than the value of a Taste Share.

An assessment of the reasonableness is based primarily on factors other than quantitative factors. Therefore,

even if the consideration received by Taste may be less than the value surrendered by it, the Transaction may

still be reasonable in certain circumstances after considering other significant qualitative factors.

Our approach in considering the Transaction

In considering the Transaction, we have independently calculated the fair value of a Taste Share and compared

our calculated fair value to the Subscription Price.

Sources of information

The principal sources of information used in performing our work include:

• The Announcement;

• The terms and conditions of the Specific Issue, as set out in the Circular;

• Representations and assumptions made available by, and discussions held with, the management of Taste;

• Selected macro-economic analysis and forecasts from various South African banks and research institutions;

• Selected publicly available information relating to the industries in which Taste operates, obtained from

Taste management and public sources;

• Share price information of Taste over the last 12 months to assess the relative liquidity and relative volatility

of Taste shares;

• McGregor BFA;

• Thomson Reuters;

• PricewaterhouseCoopers Corporate Finance Valuation Methodology Survey 2015, 7th edition;

• Published market data of Taste;

• Audited annual financial statements of Taste for three years ended 28 February 2014;

• Management accounts of Taste and its operating divisions/subsidiaries/business segments as at

28 February 2015;

• Management forecasts for Taste and its operating divisions/subsidiaries/business segments to 28 February

2018; and

• The 30 day VWAP as at the Transaction Date.

We have relied upon and assumed the accuracy of the information provided to and obtained by us in deriving

our Opinion. Where practical, we have corroborated the reasonableness of the information provided to us for

the purpose of our Opinion, whether in writing or obtained in discussion with Taste management, by reference

to publicly available or independently obtained information.

23

While our work has involved an analysis of, inter alia, the annual financial statements and other information

provided to us, our engagement does not constitute an audit conducted in accordance with generally

accepted auditing standards.

Procedures performed

In arriving at our Opinion we have undertaken the following procedures in evaluating the fairness and

reasonableness of the Subscription Price:

• Considered the rationale for the Transaction, as represented by Taste management;

• Reviewed the terms and conditions of the Transaction;

• Supplemented our knowledge and understanding of the underlying operating divisions/subsidiaries/

business segments within Taste as well as the industries in which they operate;

• Held discussions with management on the prospects of the underlying subsidiaries/divisions/business

segments within Taste;

• Reviewed and analysed the historical financial information of Taste;

• Assessed the budget/forecast of Taste as prepared by Taste management and challenged certain

assumptions;

• Prepared a valuation of Taste using a combination of the discounted cash flow valuation and market

multiple valuation methods;

• Consideration around the value of Taste using a sum of the parts valuation, taking cognisance of the

discounted cash flow valuation performed on the subsidiaries/divisions/business segments, and market

multiples of comparable companies;

• Reviewed Taste’s historic traded share prices and trading volumes on the main board of the JSE Limited

(“JSE”);

• Reviewed certain publicly available information relating to Taste and the industries in which it operates that

we deemed to be relevant, including company announcements and media articles;

• Performed an analysis of other information considered pertinent to our valuation and opinion; and

• Obtained from the management of Taste a letter of representations in respect of amongst other things the

information shared and/or statements made to us and upon which we have relied.

We have not interviewed any of the Shareholders to obtain their views on the Transaction.

Based on the results of the procedures mentioned above, we determined the fair and reasonableness of

the Specific Issue to Shareholders. We believe that the above considerations justify the conclusion outlined

below.

Limiting conditions

This Opinion of the Independent Expert is provided to the Board in connection with and for the purposes of

the Transaction. The Opinion of the Independent Expert does not purport to cater for each individual Taste

Shareholder’s perspective, but rather that of the general body of Taste Shareholders.

This Opinion of the Independent Expert is provided in terms of the Listings Requirements. It does not constitute

a recommendation to any Taste Shareholder as to how to vote at any Shareholders’ meeting relating to the

Transaction or on any matter relating to it. Therefore, it should not be relied upon for any other purpose.

We assume no responsibility to anyone if this Opinion of the Independent Expert is used or relied upon for

anything other than its intended purpose. Should an individual Taste Shareholder have any doubts as to what

action to take, such Shareholder should consult an independent advisor.

Budgets/projections/forecasts relate to future events and are based on assumptions, which may not remain

valid for the whole of the forecast period. Accordingly, this information cannot be relied upon to the same

extent as that derived from audited financial statements for completed accounting periods.

We express no opinion as to how closely actual results will correspond to those projected/forecast by Taste

management. We have compared the projected/forecast financial information to past trends as well as

discussed the assumptions inherent therein with management.

24

The above findings are necessarily based upon the information available to us, the financial, regulatory,

market and other conditions and circumstances existing and disclosed to us as at the date hereof. We have

assumed that all conditions precedent in the transaction agreements, including any material regulatory and

other approvals, if any, will be properly fulfilled/obtained. Subsequent developments may affect our findings,

however, we are under no obligation to update, revise or re-affirm such.

The valuation of companies and businesses is not a precise science and conclusions arrived at, will, in many

cases, be subjective and dependent on the exercise of individual judgment.

Valuation

Nodus performed an independent valuation of Taste as at 28 February 2015 to determine whether the

Transaction represents fair value to the Taste Shareholders.

For the purposes of our valuation we compiled a sum of the parts valuation by using the income approach

(discounted cash flow) valuation as our primary valuation methodology in valuing Taste’s Food division (“Food”)

and Taste’s Luxury Goods division (“Luxury Goods”) (collectively the “Divisions”). In addition, we used the

market approach (based on financial data for comparable publicly traded companies) as a corroborative

valuation methodology to support the results of our primary valuation for Taste.

The valuation was performed taking cognisance of risk and other market and industry factors affecting the

Divisions. Additionally, sensitivity analyses were performed considering key assumptions. Prevailing market

and industry conditions were also considered in assessing the risk profile of the Divisions.

Key internal value drivers included the discount rate and revenue growth. The average discount rate applied

in the income approach valuation ranged between 14.2% and 15.6%.

Key external value drivers including gross domestic product (“GDP”) growth rates, interest rates, headline

inflation rates and prevailing market and industry conditions in respect of the industry in which the Divisions

operate, were also considered in assessing the forecast cash flows and risk profile of Taste. The inflation rate

utilised in the income approach valuation ranged between 4.5% and 6%.

The revenue growth in the Food forecast is driven by the increased store rollouts (especially the focus on

Domino’s Pizza, both new and conversion of existing Scooters Pizza stores), increase in the number of

corporate owned stores (Domino’s Pizza specifically, which leads to increased top line sales growth) and the

growth in South African GDP which fuels consumer demand, especially in Taste’s target customer base (the

“Target Market”) due to increased economic activity.

Luxury Goods’ revenue forecast is dependent on increased store rollouts, increased number of corporate

owned stores (Taste acquired 19 NWJ stores in the year ended February 2015) and the growth in GDP which

fuels demand in the Target Market. However, the largest revenue driver is the fact that Arthur Kaplan will

contribute 12 months revenue for the year ending February 2016, whereas it only contributed 3 months for

the year ended February 2015.

The Divisions also benefit from stable economic outlook (ie low inflation and interest rates) and any increase

in GDP should result in increased revenue. However, increased inflation rates and interest rates may impact

negatively on the revenue forecast of the Divisions.

An increase in the discount rate has a negative impact on our valuation and vice versa. Conversely, an

increase in the revenue assumptions has a positive impact on our valuation and vice versa.

Sensitivity analysis was performed by increasing and decreasing the revenue growth for the Divisions by a

maximum of 3% and the discount rate by a maximum of 1% (the “Analysis”). The Analysis did not indicate a

sufficient impact on our valuation to change the Opinion in respect of the fairness of the Transaction. In order

for the Analysis to materially impact our valuation range, the discount rate utilised would have to decrease

by 1.5% and the revenue growth utilised would have to increase by 5%, with all other assumptions remaining

equal.

Key internal value drivers to the market approach valuation included an assessment of nonrecurring

transactions included in historical results, operating margins and expected future growth in the business.

Prevailing market and industry conditions were also considered as key external value drivers in assessing the

risk profile of Taste, as well as an assessment of market-related earnings multiples applicable to comparable

companies in the industry in which the Divisions operate.

25

Assumptions

Our opinion is based on the following key assumptions:

• Current economic, regulatory and market conditions will not change materially;

• Taste is not involved in any material legal proceedings other than those conducted in the ordinary course

of business;

• At the date of this Opinion of the Independent Expert, Taste was engaged, in its ordinary course of business,

in discussions relating to acquisitions or transactions complementary to its strategy (the “Opportunities”).

However, at the date of this Opinion of the Independent Expert, the financial impact of none of the

Opportunities can be quantified nor can the impact on the value of a Taste Share be determined;

• Taste has no material outstanding disputes with the South African Revenue Service;

• There are no undisclosed contingencies that could affect the value of Taste;

• The agreements that have been entered into in terms of the Transaction will be legally enforceable;

• The Transaction will have the legal, accounting and taxation consequences described in discussions with,

and materials furnished to us by, representatives and advisors of Taste;

• Reliance can be placed on the financial information of Taste;

• For the purposes of this Opinion of the Independent Expert, we assumed Taste’s existing businesses to be

ongoing under current business plans and management; and

• Representations made by Taste management and their advisors during the course of forming this Opinion

of the Independent Expert.

Appropriateness and reasonableness of underlying information and assumptions

We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions

employed in arriving at our Opinion by:

• Reliance on audit reports in the financial statements of Taste;

• Conducting analytical reviews on the historical financial results and the forecast financial information, such

as key ratio and trend analyses; and

• Determining the extent to which representations from management were confirmed by documentary and

audited financial evidence, as well as our understanding of Taste and the economic environment in which

the Company operates.

Valuation results

In undertaking the valuation exercise of Taste above, we determined a valuation range of the Taste Shares

of R2.94 to R3.22 cents per ordinary share with a most likely value of R3.08 cents per share (the “Taste Core

Value”).

The Subscription Price falls within our concluded valuation range and is less than the Taste Core Value.

The valuation above is provided solely in respect of this Opinion and should not be used for any other

purposes.

The Subscription Price represents a discount of 5.21% to the VWAP of Taste Shares traded on the JSE over

the 30 business days prior to the Transaction date, the same discount as applied to the General Issue.

Reasonability

In arriving at our Opinion with respect to the reasonability of the Transaction, we considered, inter alia, the

following:

• The Specific Issue is on the same terms and conditions as the General Issue (collectively the “Share

Issues”);

• The Specific Issue is to Brimstone, a related party, which currently owns approximately 13.1% of the share

capital of Taste. This shareholding will increase to approximately 15.5% after the Specific Issue. The

Specific Issue will enhance Taste’s BEE credentials and shareholding which is aligned with Taste’s stated

intent. In addition, Brimstone is well capitalised and has access to further capital;

26

• The Share Issues form part of Taste’s overall strategy of optimally structuring its balance sheet from a group

perspective. The Share Issues are done, in conjunction with additional debt raised under Taste’s Domestic

Medium Term Note programme, to ensure an efficient capital structure is in place to assist the Company

in meeting its historic obligations (ie agterskot payment due on the Arthur Kaplan acquisition due to Arthur

Kaplan exceeding expectations) and forecast growth ambitions (ie more aggressive roll out of Domino’s

Pizza outlets – both corporate owned and franchised – and the commissioning of a dough production

facility in Cape Town, earlier than anticipated, due to demand).

Opinion

Nodus has considered the terms and conditions of the Specific Issue and, based on and subject to the

conditions set out herein, is of the opinion that the terms and conditions of the Specific Issue, based on

quantitative considerations, are fair to the Taste Shareholders.

Based on qualitative factors, we are of the opinion that the terms and conditions of the Specific Issue are

reasonable from the perspective of the Taste Shareholders.

Our Opinion is necessarily based upon the information available to us up to 18 May 2015, including in respect

of the financial information as well as other conditions and circumstances existing and disclosed to us.

Independence, competence and fees

We confirm that we have no direct or indirect interest in Taste shares or the Transaction. We also confirm that

we have the necessary qualifications and competence to provide the independent opinion on the Specific

Issue.

Furthermore, we confirm that our professional fee of R150 000 (excluding VAT) is not contingent upon the

success of the Specific Issue.

Consent

We consent to the inclusion of this letter and the reference to our opinion in the Circular to be issued to the

Shareholders of Taste in the form and context in which it appears and in any required regulatory announcement

or documentation.

Yours faithfully

Johan le Roux

Director: Nodus Capital Proprietary Limited

Now Media Building

32 Fricker Road

Illovo

2116”

27

ANNEXURE 2

SHARE TRADING HISTORY OF TASTE

The highest, lowest and closing price of Shares of Taste on the JSE for each month commencing from 1 May

2014 to 30 April 2015 and aggregated monthly volume is as follows:

Month ended

High

(cents)

Low

(cents)

Close

(cents) Volume

31 May 2014 400 363 370 1 803 604

30 June 2014 385 350 375 1 286 365

31 July 2014 395 351 355 2 101 816

31 August 2014 366 325 340 1 636 599

30 September 2014 350 298 305 6 166 113

31 October 2014 310 275 300 2 624 909

30 November 2014 360 294 330 4 650 295

31 December 2014 345 307 320 3 198 275

31 January 2015 318 300 315 2 227 105

28 February 2015 332 300 329 4 282 488

31 March 2015 335 300 319 1 120 803

30 April 2015 340 304 334 4 377 811

The highest, lowest and closing price of Shares of Taste on the JSE, for the last 30 trading days, for each day

commencing from 9 April 2015 to 22 May 2015 (being the Last Practicable Date prior to the finalisation of this

Circular) and the daily volume are as follows:

Day ended

High

(cents)

Low

(cents)

Close

(cents) Volume

9 April 2015 320 311 320 102 277

10 April 2015 322 310 311 68 667

13 April 2015 340 305 308 513 649

14 April 2015 330 305 313 93 304

15 April 2015 326 316 316 1 976 417

16 April 2015 320 306 320 34 618

17 April 2015 329 315 317 43 346

20 April 2015 334 311 312 43 643

21 April 2015 330 314 330 202 717

22 April 2015 334 314 328 53 151

23 April 2015 330 326 330 12 312

24 April 2015 325 321 325 25 128

28 April 2015 334 320 325 614 501

29 April 2015 325 320 320 10 900

30 April 2015 334 325 334 117 059

4 May 2015 338 332 336 241 529

5 May 2015 336 334 334 68 666

6 May 2015 333 332 333 31 000

7 May 2015 340 332 332 499 286

8 May 2015 350 343 350 263 405

28

Day ended

High

(cents)

Low

(cents)

Close

(cents) Volume

11 May 2015 350 343 344 158 175

12 May 2015 350 346 346 483 249

13 May 2015 350 311 326 58 367

14 May 2015 320 311 320 88 093

15 May 2015 344 310 325 68 004

18 May 2015 331 325 331 118 898

19 May 2015 331 331 331 15 956

20 May 2015 320 320 320 20 000

21 May 2015 325 320 325 202 500

22 May 2015 344 313 327 142 351

Source: JSE Limited

29





NOTICE OF GENERAL MEETING

If you are in any doubt as to what action you should take in respect of the following resolutions, please

consult your Central Securities Depository Participant (“CSDP”), broker, banker, attorney, accountant

or other professional adviser immediately.

Notice is hereby given that a General Meeting of Shareholders of the Company will be held at 12:30

(or immediately following the Annual General Meeting, whichever is later) on Tuesday, 30 June 2015 at

Summer Place, 69 Melville Road, Hyde Park, Johannesburg, to consider, and, if deemed fit, to pass, with or without

modification, the resolutions set out hereunder.

The board of directors of the Company (“the Board”) has determined that, in terms of section 62(3)(a), as read

with section 59 of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”) the record date

for the purposes of determining which Shareholders of the Company are entitled to participate in and vote at

the General Meeting is Friday, 19 June 2015. Accordingly, the last day to trade in Taste Shares in order to be

recorded in the Company’s securities register to be entitled to vote will be Thursday, 11 June 2015.

ORDINARY RESOLUTION NUMBER 1 – SPECIFIC ISSUE FOR CASH

“RESOLVED THAT, the specific issue of 8 196 722 ordinary shares in the authorised share capital of Taste

Holdings Limited (“Taste”) to Brimstone Investment Corporation (“Brimstone”), or one of its wholly-owned

subsidiaries, at a subscription price of R3.05 per share for a total subscription consideration of R25 million

(“Specific Issue”), be and is hereby approved.”

Explanatory note

Paragraph 5.51 of the Listings Requirements requires Shareholders (excluding any participants and

their associates) to approve a specific issue for cash, by way of an ordinary resolution which achieves a

75% majority of votes cast in favour thereof.

Accordingly, Ordinary Resolution Number 1 requires the approval of a 75% majority of the votes cast in favour

thereof by all Shareholders (excluding Brimstone and its associates) present or represented by proxy at the

General Meeting.

ORDINARY RESOLUTION NUMBER 2 – AUTHORITY GRANTED TO DIRECTORS

“RESOLVED THAT, each director of Taste Holdings Limited (“Taste”) be and is hereby individually authorised,

on behalf of Taste, to enter into, sign and/or dispatch all such agreements, documents and notices, as may

be necessary, expedient or desirable (in each case in the opinion of such director) and to do all such other

things and procure the doing of all such things as may be necessary for or incidental to the implementation of

the Specific Issue, and should any such agreements, documents or notices have been signed, or any such

action been taken before the date of this Ordinary Resolution Number 2, such signature or action be and is

hereby ratified and approved.”

Explanatory note

The adoption of this Ordinary Resolution Number 2 will authorise any Director of the Company to execute

all documents and do all such further acts and things as he may in his discretion consider appropriate to

implement and give effect to the resolutions set out in this notice of General Meeting.

30

Unless otherwise stated in relation to any particular resolution, ordinary resolutions to be adopted at this

General Meeting require the support of a simple majority, which is more than 50% of the voting rights exercised

on the resolutions.

It must be noted that Shares held by the Company’s trust/s or Share scheme/s or Subsidiaries or associates

will not have their votes taken into account for Listings Requirements resolution approval purposes.

VOTING AND PROXIES

A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy or proxies to

attend, speak and vote in his/her stead. A proxy need not be a member of the Company. For the convenience

of Registered Shareholders of the Company, a form of proxy is enclosed herewith.

The attached form of proxy is only to be completed by those Shareholders who:

• hold Taste Shares in certificated form; or

• are recorded on the electronic sub-register in “own name” dematerialised form.

Shareholders who hold Dematerialised Shares which are registered in their name or if they are the registered

holder of Certificated Shares may attend the General Meeting in person, alternatively, they may appoint a

proxy or proxies, who need not be a Shareholder of the Company to represent them at the General Meeting

by completing the attached form of proxy in accordance with the instructions it contains. Forms of proxy

should be forwarded to reach the transfer secretaries of the Company, Computershare Investor Services

Proprietary Limited, at Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,

2107) at least 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time

of the General Meeting. Any form of proxy not delivered by this time may be handed to the chairman of the

General Meeting immediately before the appointed proxy exercises any of the Shareholder’s votes at the

General Meeting.

Meeting participants, which include proxies, are required in terms of section 63(1) of the Companies

Act to provide identification reasonably satisfactory to the Chairperson of the General Meeting before

being entitled to attend, participate in, or vote at a Shareholders’ meeting. The Company will regard

the presentation of participants’ original drivers’ licences, identity documents or passports to be

satisfactory “identification”.

By order of the Board

iThemba Corporate Governance and Statutory Solutions Proprietary Limited

Company Secretary

Johannesburg

29 May 2015

Registered office

12 Gemini Street


Sandton, Johannesburg, 2065

(PO Box 1125, Ferndale, Randburg, 2160)

Transfer secretaries


Ground Floor

70 Marshall Street

Johannesburg, 2001

(PO Box 61051, Marshalltown, 2107)

PRINTED BY INCE (PTY) LTD REF. JOB007708

TASTE HOLDINGS LIMITEDIncorporated in the Republic of South Africa




FORM OF PROXY

For use only by Shareholders who:

– hold shares in certificated form (“Certificated Shareholders”); or

– have dematerialised their shares (“Dematerialised Shareholders”) and are registered with “own name” registration,

at the General Meeting of Shareholders of the Company to be held at 12:30 (or immediately following the Annual General Meeting,

whichever is later) on Tuesday, 30 June 2015 at Summer Place, 69 Melville Road, Hyde Park, Johannesburg.

Dematerialised Shareholders holding Shares other than with “own name” registration, who wish to attend the General Meeting must

inform their Central Securities Depository Participant (“CSDP”) or broker of their intention to attend the General Meeting and request

their CSDP or broker to issue them with the relevant letter of representation to attend the General Meeting in person or by proxy and

vote. If they do not wish to attend the General Meeting in person or by proxy, they must provide their CSDP or broker with their voting

instructions in terms of the relevant Custody Agreement entered into between them and the CSDP or broker. These Shareholders must

not use this form of proxy.

I/We

(full name/s in block letters)

of (address)

Telephone work ( ) Telephone home ( )

Cellphone number Email address

being the holder/custodian of Shares of the Company, hereby appoint (see note):

1. or failing him/her,

2. or failing him/her,

3. the Chairperson of the General Meeting,

as my/our proxy to attend and act for me/us on my/our behalf at the General Meeting of the Company convened for purpose of

considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each postponement

or adjournment thereof, and to vote for and/or against such resolutions, and/or to abstain from voting for and/or against the resolutions,

in respect of the Shares registered in my/our name in accordance with the following instructions:

Number of Shares

For Against Abstain

Ordinary Resolution Number 1

Specific Issue

Ordinary Resolution Number 2

Authority granted to Directors

Please indicate instructions to proxy in the space provided above by the insertion therein of the relevant number of votes exercisable.

Signed at on 2015

Signature

Assisted by (where applicable)

Each Shareholder is entitled to appoint one or more proxies (who need not be a Shareholder of the Company) to attend, speak and vote

in place of that Shareholder at the General Meeting.

Notes

1. Summary of Rights Contained in Section 58 of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”)

In terms of section 58 of the Companies Act:-

• a shareholder may, at any time and in accordance with the provisions of section 58 of the Companies 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;

• 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;

• irrespective of the form of instrument used to appoint a proxy, 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 company; and

• 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 7).

2. The form of proxy must only be used by Shareholders who hold Shares in certificated form or who are recorded on the sub-register in

electronic form in “own name”.

3. All other beneficial owners who have dematerialised their Shares through a CSDP or broker and wish to attend the General Meeting

must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them

and the CSDP or broker.

4. A Shareholder entitled to attend and vote at the General Meeting may insert the name of a proxy or the names of two alternate proxies

of the Shareholder’s choice in the space provided, with or without deleting “the Chairperson of the General Meeting”. The person whose

name stands first on the form of proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of such

proxy(ies) whose names follow.

5. A Shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each ordinary Share held. 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 space provided. If an “X” has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the

Shares held by the Shareholder concerned. Failure to comply with this will be deemed to authorise the proxy to vote or to 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 the

proxy is not obliged to use all the votes exercisable by the Shareholder or by the proxy, but the total of the votes cast and in respect of

which abstention is recorded may not exceed the total of the votes exercisable by the Shareholder or the proxy.

6. A vote given in terms of an instrument of proxy shall be valid in relation to the General Meeting, notwithstanding the death, insanity or other

legal disability of the person granting it, or the revocation of the proxy, or the transfer of the Shares in respect of which the proxy is given,

unless notice as to any of the aforementioned matters shall have been received by the Company’s transfer secretaries, Computershare

Investor Services Proprietary Limited (“transfer secretaries”), not less than 48 (forty eight) hours before the commencement of the

General Meeting.

7. If a Shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any resolution or to abstain from

voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the

General Meeting be proposed, such proxy shall be entitled to vote as he/she thinks fit.

8. The Chairperson of the General Meeting may reject or accept any form of proxy which is completed and/or received other than in

compliance with these notes.

9. A Shareholder’s authorisation to the proxy including the Chairperson of the General Meeting, to vote on such Shareholder’s behalf, shall

be deemed to include the authority to vote on procedural matters at the General Meeting.

10. The completion and lodging of this form of proxy will 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.

11. Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity must be attached

to this form of proxy, unless previously recorded by the transfer secretaries or is waived by the Chairperson of the General Meeting.

12. 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 his/her capacity are produced or have been registered by the transfer secretaries.

13. Where there are joint holders of Shares:

• any one holder may sign the form of proxy;

• the vote(s) of the senior Shareholders (for that purpose seniority will be determined by the order in which the names of Shareholders

appear in the Company’s register of ordinary Shareholders) who tenders a vote (whether in person or by proxy) will be accepted to

the exclusion of the vote(s) of the other joint Shareholder(s).

14. Forms of proxy should be lodged with or mailed to the transfer secretaries:

Hand deliveries to: Postal deliveries to:


Ground Floor

70 Marshall Street

Johannesburg, 2001


PO Box 61051

Marshalltown

2107

to be received by no later than 12:30 on Friday, 26 June 2015 (or 48 (forty eight) hours before any adjournment of the General Meeting

which date, if necessary, will be notified on the Stock Exchange News Service of JSE Limited) or may be handed to the Chairperson of

the meeting immediately before the appointed proxy exercises any of the Shareholder’s votes at the General Meeting.

15. A deletion of any printed matter and the completion of any blank space need not be signed or initialled. Any alteration or correction must

be signed and not merely initialled.

Circular to Taste shareholders

Documents

Transcript of Circular to Taste shareholders