Oceana Fractional entitlements and apportionment announcement TIGER BRANDS LIMITED “Tiger Brands” or “the Company” (Incorporated in the Republic of South Africa) (Registration number 1944/017881/06) Share code: TBS ISIN: ZAE000071080 UNBUNDLING OF SHAREHOLDING IN OCEANA GROUP LIMITED (“OCEANA”) ? CASH PROCEEDS IN RESPECT OF FRACTIONAL ENTITLEMENTS ? APPORTIONMENT OF TAX COST FOR SOUTH AFRICAN TAX PURPOSES 1. Introduction Shareholders of Tiger Brands (“Shareholders”) are referred to the detailed terms, declaration and finalisation announcement released by Tiger Brands on the Stock Exchange News Service on 5 April 2019 (“the Unbundling Announcement”) regarding the unbundling of the 49,104,774 shares in Oceana (“the Unbundled Shares”) to Shareholders in the ratio of 25,86927 Unbundled Shares for every 100 shares held in Tiger Brands (“Tiger Brands Shares”) on the close of business on Friday, 26 April 2019 (“the Unbundling”). The Unbundling amounts to a distribution in specie of the Unbundled Shares in terms of section 46 of the South African Income Tax Act, No. 58 of 1962 (‘the Income Tax Act”). 2. Purpose of the announcement The purpose of this announcement is to notify Shareholders of the following: - The value to be utilised in determining the cash payment due to a Shareholder in respect of any fractional entitlements (“the Cash Proceeds”); - The closing prices of both the Unbundled Shares and Tiger Brands Shares on 24 April 2019, the day the Tiger Brands Shares begin trading “ex” the entitlement to receive the Unbundled Shares; and - The ratio in which the expenditure incurred and / or the market value (for purposes of paragraph 29 of the Eighth Schedule to the Income Tax Act) (“the Market Value”) in respect of the Tiger Brands Shares must be apportioned between the Tiger Brands Shares and the Unbundled Shares for South African taxation purposes (“the Apportionment Ratio”). 3. Cash Proceeds of fractional entitlement As outlined in paragraph 11 of the Unbundling Announcement, in implementing the Unbundling, Tiger Brands is required by the Listing Requirements of the JSE Limited (“Listings Requirements”) to round down the fractional entitlements to Unbundled Shares to the nearest whole number. The fractions of Unbundled Shares to which Shareholders would otherwise have been entitled to, will not be transferred to them but will be aggregated and sold in the open market as soon as practically possible after the Unbundling. Shareholders will accordingly receive monetary compensation (i.e. the Cash Proceeds) in respect of their fractional entitlements to Unbundled Shares. In accordance with the Listings Requirements, the Cash Proceeds have now been determined with reference to the volume-weighted average price (“VWAP”) of an Unbundled Share on the securities exchange operated by the JSE Limited on 24 April 2019, reduced by 10%. Taking into account the VWAP of ZAR72.87, Shareholders are advised that the calculation of the Cash Proceeds due to Shareholders in respect of any fractional entitlements will be based on a price of ZAR65.58(i.e. ZAR72.87 x 0.9) per Unbundled Share. Example of fractional entitlement This example assumes that a Shareholder holds 100 Tiger Brands Shares at the close of business on Friday, 26 April 2019, the Record Date to receive the Unbundled Shares. The rounding provision described above is then applied and the Shareholder will receive 25 Unbundled Shares in respect of the 100 Tiger Brands Shares held as at the Record Date. In addition, the Shareholder will receive Cash Proceeds of ZAR57.01 in respect of the fractional entitlement (0.86927 x ZAR65.58). 4. Apportionment ratio Shareholders are further referred to paragraphs 14.2.1.1.3 and 14.2.1.2.3 of the Unbundling Announcement, which require Tiger Brands to advise Shareholders of the Apportionment Ratio. Shareholders are hereby advised that the Apportionment Ratio is based on the closing price of ZAR244.37 per Tiger Brands Share and ZAR72.56 per Unbundled Share on 24 April 2019. The Apportionment Ratio applicable to the Unbundled Shares has, therefore, been calculated as follows: Apportionment Ratio = (A / (A + B)) Where – A = the closing price of an Unbundled Share x the unbundling ratio, i.e. ZAR18.77 (being ZAR72.56 X 0.2586927); B = the closing price of a Tiger Brands Share, i.e. ZAR244.37 = (ZAR18.77 / (ZAR18.77 + ZAR244.37)) = 7,13309% The Apportionment Ratio of 7,13309% is to be applied when allocating the expenditure incurred and/or the Market Value in respect of the Tiger Brands Shares to the Unbundled Shares. The expenditure incurred and/or the Market Value in respect of the Tiger Brands Shares will accordingly be reduced by the amount allocated to the Unbundled Shares. More information on the potential South African taxation considerations for Shareholders can be found in paragraph 14 of the Unbundling Announcement. Shareholders are, however, advised to consult their own taxation advisers on the tax consequences of the Unbundling. Bryanston 25 April 2019 Financial Advisor Standard Chartered Bank 2 Legal Advisor Edward Nathan Sonnenbergs Davis Polk & Wardwell London (UK & US) Sponsor: J.P. Morgan Equities South Africa (Pty) Limited 3 Date: 25/04/2019 10:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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