Unaudited Results For The Six Months Ended 31 August 2020 ZEDER INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) Registration number: 2006/019240/06 Share code: ZED ISIN: ZAE000088431 LEI code: 37890022AF5FD117D649 ("Zeder" or "the Company") UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2020 OVERVIEW Zeder is an investor in the broad agribusiness and related industries, with a historical focus on the food and beverage sectors. Its underlying investment portfolio was valued at R4.9bn on 31 August 2020. CHANGE IN ACCOUNTING POLICY International Financial Reporting Standards (IFRS) require that an entity reassess whether it is an Investment Entity if facts and circumstances indicate changes to one or more of the elements making up the definition of an Investment Entity or the typical characteristics of an Investment Entity. As indicated in Zeder’s SENS announcement dated 2 October 2020, Zeder has reassessed whether, as a result of the Pioneer Foods disposal, it meets the definition of an Investment Entity and the typical characteristics of an Investment Entity and has concluded that it, in fact, did so with effect from 1 March 2020. This date takes into consideration that the terms and conditions attached to the Pioneer Foods disposal were met in March 2020. Zeder’s investment in Zeder Financial Services Limited, the 100% subsidiary through which it holds the investments in its underlying subsidiaries and associates, will be measured at fair value through profit or loss in accordance with IFRS 9 Financial Instruments, with relevant fair value disclosures of Zeder’s investees being provided, including for the fair value determination of its unlisted investments. Given that Zeder has met the definition of an Investment Entity from 1 March 2020, the change in accounting policy was adopted prospectively with effect from the aforementioned date. The reported results for the interim period ended 30 August 2019 and the financial year ended 29 February 2020 have therefore not been restated (having been prepared in accordance with Zeder’s previous accounting policy) and will therefore not be comparable to the results for the six months ended 31 August 2020. The change in accounting policy is expected to provide users of the financial statements with more relevant financial information to analyse the financial performance of Zeder. NOTEWORTHY DEVELOPMENTS Category 1 disposal of investment in Pioneer Foods and application of proceeds In line with the relevant announcements, Zeder disposed of its entire shareholding in Pioneer Foods on 23 March 2020 for a total consideration of R6.41bn. As a result, Zeder has settled all its debt and related obligations and declared a special gross dividend of 230 cents per share (R3.9bn) to shareholders, which was paid on 28 April 2020. Category 2 disposal of investment in Quantum Foods In line with the relevant announcements, Zeder disposed of its entire shareholding in Quantum Foods on 12 June 2020, for a total consideration of R308m. Zeder share repurchases Zeder invested R262m in the repurchase of shares during the period. The share repurchases were in terms of the general authority granted by shareholders at the relevant AGMs and were funded out of available cash resources. The 110m ordinary shares repurchased have been delisted and cancelled. PROSPECTS AND OUTLOOK The climatic cycle within which our companies operate has improved, with good winter rainfall in the Western Cape and above normal summer rains expected. These positive changes should contribute to improved conditions in the short-to medium term and Zeder’s portfolio companies are well positioned to benefit from same. The successful disposal of its investments in Pioneer Foods and Quantum Foods and the declaration of the substantial special dividend are considered in a positive light from a Zeder shareholder’s perspective. These transactions understandably also represent a material change to the size and composition of Zeder and its portfolio as they resulted in the disposal and distribution of a substantial portion of the underlying value of the group. As a result, the Zeder board has decided to reconsider the strategy of Zeder. The board is currently investigating whether to change the Zeder strategy and will in due course communicate in more detail to the market. SALIENT FEATURES Zeder's Sum-of-the-Parts ("SOTP") value per share, calculated using the quoted market prices for all JSE-listed investments and internal valuations for unlisted investments, decreased during the reporting period to R3.72, as at 31 August 2020. The decrease is mainly due to the payment of the R2.30 per share special gross dividend on 28 April 2020 out of cash reserves. At the close of business on Wednesday, 30 September 2020, Zeder’s SOTP value per share was R3.73. 29 Feb 2020 31 Aug 2020 30 Sep 2020 Interest Interest Interest Company (%) Rm (%) Rm (%) Rm Pioneer Foods 28.6 6 348 Zaad 95.7 2 034 95.7 2 034 95.7 2 034 The Logistics Group 98.6 1 028 98.5 1 028 98.5 1 028 Capespan 96.7 999 96.0 999 96.0 999 Kaap Agri 41.0 723 42.3 626 42.3 642 Agrivision Africa 56.0 242 56.0 155 56.0 155 Quantum Foods 32.1 188 Other 19 31 24 Total investments 11 581 4 873 4 882 Cash and cash equivalents 83 1 050 1 050 Other net assets 40 31 32 Debt funding (1 500) SOTP value 10 204 5 954 5 964 Number of shares in issue (net of treasury shares) (million) 1 710 1 600 1 600 SOTP value per share (rand) 5.97 3.72 3.73 Note: Zeder's live SOTP is available at www.zeder.co.za. The SOTP valuations of Zeder’s unlisted investments have been based on the respective investee companies’ latest financial results. Such valuation methodologies are consistent with those applied in previous years. The wide-spread impact of COVID-19 on the global economy and financial markets is already evident. The short- to medium term severity thereof and consequent impact on the profitability and valuation of our investments, however, remain uncertain, although they have been considered. While the SOTP calculation is indicative of the value of Zeder’s underlying portfolio of net assets, it does not take into account factors such as adjustments for the size of shareholdings, liquidity of the underlying assets, tax on the potential disposal of underlying assets, head office operating profit/loss and other factors. Shareholders and investors are cautioned that earnings per share (“EPS”) and headline earnings per share (“HEPS”), as well as net asset value per share (“NAVPS”) for the 6 months ended 31 August 2020 are not comparable to those for the previous interim period ended 31 August 2019, given the change in Zeder’s accounting policy to that of an Investment Entity. Audited Unaudited 29 Feb 20 31 Aug 19 31 Aug 20 12 months 6 months Change 6 months Rm Rm % Rm Headline earnings 404 41 n/a (59) Continued operations 121 (74) (119) Discontinued operations 283 115 60 Non-headline items 157 398 2 188 Attributable earnings 561 439 385 2 129 Continued operations (234) (212) 772 Discontinued operations 795 651 1 357 Weighted average number of shares in issue (net of treasury shares) (million) 1 702 1 702 1 671 Headline earnings per share (cents) 23.7 2.4 n/a (3.5) Attributable earnings per share (cents) 32.9 25.8 394 127.4 Net asset value per share (cents) 468.5 481.1 (23) 372.6 HEPS decreased to a loss of 3.5 cents per share mainly due to Zeder ceasing to consolidate its subsidiaries and equity account its associates, as a result of the aforementioned change in accounting policy to that of an Investment Entity. Attributable EPS increased by 394% mainly due to the gain on deemed disposal and reacquisition of investment, as a result of the aforementioned change in accounting policy to that of an Investment Entity. The NAVPS decreased by 23% mainly due to the significant special dividend paid to shareholders during the reporting period, countered by the gain on deemed disposal and reacquisition of investment, as a result of the aforementioned change in accounting policy to that of an Investment Entity. Profit before finance costs and taxation from continued operations per Zeder’s consolidated income statement increased by R948m from a loss of R116m in the prior comparative period to a profit of R832m, mainly as a result of the gain on deemed disposal and reacquisition of investment, as a result of the aforementioned change in accounting policy to that of an Investment Entity. DIVIDEND Zeder’s dividend policy remains to pay dividends conditional on the Group having sufficient reserves to fund its operations, investments and growth plans. The board continues to maintain a conservative dividend policy during the Covid-19 recovery period and has taken the decision not to declare an interim dividend for the six-month period ended 31 August 2020, also in view of the recent special dividend. SHORT-FORM ANNOUNCEMENT This short-form announcement is the responsibility of the directors of the Company. It contains only a summary of the information in the full announcement ("Full Announcement") and does not contain full or complete details. The Full Announcement can be found at: https://senspdf.jse.co.za/documents/2020/JSE/ISSE/ZED/ZEDHY21.pdf A copy of the Full Announcement is also available for viewing on the Company's website at http://www.zeder.co.za/ZEDHY21.pdf or may be requested in person, at the Company's registered office or the office of the sponsor, at no charge, during office hours. Any investment decisions by investors and/or shareholders should be based on consideration of the Full Announcement. WEBCAST Shareholders are reminded that Zeder will be hosting a webcast and a conference call at 15h00 (South African time) on Wednesday, 7 October 2020 to present the results to shareholders and the market. To register for the webcast or the conference call, please follow the relevant links below. Webcast details: – View and listen mode, with a Q&A facility – Link: www.ccwebcast.eu/links/zeder201007/ Conference call details: – Listen-only mode, with an interactive Q&A at the end of the presentation – Link: www.diamondpass.net/5765334 Stellenbosch 7 October 2020 Sponsor PSG Capital Independent Joint Sponsor UBS South Africa Date: 07-10-2020 08:00:00 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.