TIGER BRANDS LIMITED — AGM Information 2017

Dec 21, 2017

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AUDITED CONDENSED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS 2017

WE NOURISH AND NURTURE MORE LIVES EVERY DAY

Contents

Notice of annual general meeting of shareholders 1

Appendix 1: Election and re-election of directors and election of audit committee 10

Form of proxy 11

Notes to form of proxy (including a summary of rights in terms of section 58 of the Companies Act No 71 of 2008) 12

Commentary 15

Condensed consolidated income statement 18

Condensed consolidated statement of comprehensive income 19

Condensed consolidated segmental information 20

Condensed consolidated statement of financial position 22

Condensed consolidated statement of cash flows 23

Condensed consolidated statement of changes in equity 24

Other salient features 26

Notes 27

Company information IBC

Dear shareholder

On behalf of the board of Tiger Brands, I am pleased to enclose the notice of the annual general meeting (AGM) of the company which will be held at Tiger Brands' offices, 3010 William Nicol Drive, Bryanston, 2191 at 14:00 on Tuesday, 20 February 2018. The business to be conducted at the AGM is set out in this notice of the AGM with explanatory notes, where applicable, setting out the reasons for the proposed resolutions. In addition, the audited condensed consolidated group results for the financial year ended 30 September 2017, as well as profiles of relevant directors form part of this notice of the AGM. The full set of the 2017 annual financial statements and integrated

annual report are available for viewing and may be downloaded from our website at www.tigerbrands.com.

The integrated annual report will be distributed together with this notice of the AGM to those shareholders who have requested to receive a copy.

If you are unable to attend the AGM, you may vote by proxy in accordance with the instructions in the notice of the AGM and form of proxy, which is also available on our website.

Should you have any questions, please contact our office on +27 11 840 4000 or email: companysecretary@tigerbrands.com.

Yours sincerely

Khotso Mokhele Chairman

20 December 2017

Notice of annual general meeting of shareholders

Tiger Brands Limited

(Incorporated in the Republic of South Africa) (Registration number 1944/017881/06) JSE code: TBS ISIN: ZAE000071080 (Tiger Brands or the Company)

Notice is hereby given that the seventy-third (73rd) annual general meeting of the shareholders of the Company (the AGM) will be held on Tuesday, 20 February 2018, at 14:00 (South African time), at 3010 William Nicol Drive, Bryanston, 2021, for the purpose of considering and, if deemed fit, to pass and approve, with or without modification, the ordinary and special resolutions set out hereunder in the manner required by the Company's memorandum of incorporation (MoI), the Companies Act, No 71 of 2008, as amended (the Companies Act), and subject to the Listings Requirements of the stock exchange operated by JSE Limited (the Listings Requirements).

Date of issue: 20 December 2017

PART A – PRESENTATION OF ANNUAL FINANCIAL STATEMENTS, AUDIT COMMITTEE REPORT AND SOCIAL AND ETHICS REPORT

1. Presentation of the annual financial statements

To present the consolidated audited annual financial statements of the Company and its subsidiaries as approved by the board of directors of the Company (the board) together with the reports of the directors, audit committee and external auditors of the Company for the year ended 30 September 2017.

The full audited consolidated annual financial statements for the year ended 30 September 2017 are available on the Company's website at www.tigerbrands.com.

2. Report of the social, ethics and transformation committee

The social and ethics report of the social, ethics and transformation committee for the year ended 30 September 2017, as set out on pages 85 to 87 of the 2017 integrated annual report is presented to shareholders as required in terms of Regulation 43 of the Companies Act.

PART B – ORDINARY RESOLUTIONS

1. Ordinary resolution number 1.1 – election of director To elect the following director who was appointed by the board in terms of clause 24.9 of the Company's MoI after the previous AGM of the Company, and who is obliged to retire at this AGM.

The director, being eligible, has offered herself for election.

1.1 "RESOLVED THAT Ms BS Tshabalala, be and is hereby elected as a director of the Company."

4. Ordinary resolutions numbers 2.1 to 2.4 – re-election of directors

To elect, by way of separate resolutions, the following directors who are retiring by rotation at the AGM in terms of clause 24.2 of the Company's MoI.

The directors, being eligible, have offered themselves for re-election.

• 2.1 "RESOLVED THAT Mr MO Ajukwu be and is hereby elected as a director of the Company."
• 2.2 "RESOLVED THAT Mr MJ Bowman be and is hereby elected as a director of the Company."
• 2.3 "RESOLVED THAT Mr NP Doyle be and is hereby elected as a director of the Company."
• 2.4 "RESOLVED THAT Dr KDK Mokhele be and is hereby elected as a director of the Company."

Mr CFH Vaux is due for rotation but is not available for re-election as he is retiring as a director at the conclusion of this AGM.

The individual profile of each of the directors available for re-election in resolutions numbers 1.1 and 2.1 to 2.4 are included with this notice of the AGM.

Notice of annual general meeting of shareholders

continued

5. Ordinary resolutions numbers 3.1 to 3.3 – election of the members of the audit committee To elect by way of separate resolutions, the following independent non-executive directors as members of the Company's audit committee, to hold office until the end of the next AGM.

• 3.1 "RESOLVED THAT Mr RD Nisbet be and is hereby elected as a member of the Company's audit committee with effect from the end of the AGM.
• 3.2 "RESOLVED THAT Ms TE Mashilwane be and is hereby elected as a member of the Company's audit committee with effect from the end of the AGM.
• 3.3 "RESOLVED THAT Mr YGH Suleman be and is hereby elected as a member of the Company's audit committee with effect from the end of the AGM."

The individual profiles of the directors available for election as members of the audit committee are included with this notice of the AGM.

6. Ordinary resolution number 4 – reappointment of external auditors

To reappoint, Ernst & Young Inc., as the Company's independent auditors, to hold office until the conclusion of the next AGM. The audit committee has recommended the reappointment of Ernst & Young Inc. as the Company's auditors. Ernst & Young have been auditors of the Company for 14 years. Mr W Kinnear is the lead audit partner and was appointed in 2014. The audit committee has concluded that the appointment of Ernst & Young Inc. as the Company's auditors will comply with the requirements of section 90 of the Companies Act and the regulations, and accordingly nominates Ernst & Young Inc. for reappointment as auditors of the Company.

4 "RESOLVED THAT Ernst & Young Inc. be and are hereby appointed auditors of the Company."

7. Ordinary resolution number 5 – general authority

To authorise any director or the company secretary to execute and sign any documentation that may be required to be signed in order to implement resolutions passed at the AGM.

5 "RESOLVED THAT, any director of the Company and/or the company secretary be and are hereby authorised to execute all documents and to do all such further acts and things as they may in their discretion consider appropriate to implement the ordinary and special resolutions set out in the notice of the AGM, if so approved by the shareholders."

PART C – NON-BINDING ADVISORY VOTES

8. Ordinary resolution number 6 – approval of the remuneration policy

To consider and approve by way of a non-binding advisory resolution, the Company's remuneration policy, as set out on pages 88 to 93 of the 2017 integrated annual report. King IV Report on Corporate Governance for South Africa 2016 (King IV) and the Listings Requirements require that a separate non-binding advisory vote should be obtained from shareholders on the Company's remuneration policy. This vote enables shareholders to express their views on the Company's remuneration policy adopted.

6 "RESOLVED THAT, the remuneration policy for the year ended 30 September 2017 be and is hereby approved."

9. Ordinary resolution number 7 – approval of the implementation report of the remuneration policy

To consider and approve by way of a non-binding advisory resolution, the implementation report of the Company's remuneration policy, as set out on pages 94 to 101 of the 2017 integrated annual report. King IV and the Listings Requirements require that a separate non-binding advisory vote should be obtained from shareholders on the implementation report of the Company's remuneration policy. This vote enables shareholders to express their views on the extent of implementation of the Company's remuneration policy.

7 "RESOLVED THAT, the implementation report of the remuneration policy for the year ended 30 September 2017 be and is hereby approved."

PART D – SPECIAL RESOLUTIONS

10. Special resolution number 1 – financial assistance to related and inter-related companies

"RESOLVED THAT the board of directors of the Company (the board) may, subject to compliance with the requirements of the Company's memorandum of incorporation, the Companies Act, and the Listings Requirements, where applicable, (including but not limited to the board being satisfied that immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test (as contemplated in section 4 of the Companies Act) and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company), authorise the provision by the Company, at any time and from time to time during the period of 2 (two) years commencing on the date of approval of this special resolution, of direct or indirect financial assistance, (including without limitation by way of a loan, guarantee of a loan or other obligation or the securing of a debt or other obligation), as envisaged in section 45 of the Companies Act, to any 1 (one) or more related or inter-related companies or corporations of the Company and/or to any 1 (one) or more members of any such related or inter-related company or corporation related to any such company or corporation as outlined in section 2 of the Companies Act, for any purpose in the normal course of business of the Company, on such terms and conditions as the board may deem fit."

Reasons for and effect of special resolution number 1

The main purpose for this authority is to grant the board the authority to enable the Company to provide financial assistance, when the need arises, to the potential recipients envisaged in the special resolution in accordance with the provisions of section 45 of the Companies Act. The Company may not provide the financial assistance contemplated in section 45 of the Companies Act without a special resolution. The above resolution provides the board with the authority to allow the Company to provide direct or indirect financial assistance, including but without limitation by way of the provision of warranties or the provision of indemnities or a loan, guaranteeing of a loan or other obligation or securing of a debt or other obligation, to the recipients contemplated in special resolution number 1.

It is difficult to foresee the exact details of financial assistance that the Company may be required to provide over the next 2 (two) years.

It is essential, however, that the Company is able to organise effectively its internal financial administration. The general authority in special resolution number 1 will allow the Company to continue to grant financial assistance to the relevant parties in appropriate circumstances.

For these reasons and because it would be impracticable and difficult to obtain shareholder approval every time the Company wishes to provide financial assistance as contemplated above, it is necessary to obtain the approval of shareholders, as set out in special resolution number 1. If approved, this general authority will expire at the end of 2 (two) years from the date on which this resolution is approved. It is, however, the intention to renew the authority annually at each AGM of shareholders.

It should be noted that this resolution does not authorise financial assistance to a director or a prescribed officer or any Company or person related to a director or prescribed officer.

• 1. Special resolution number 2 approval of remuneration payable to non-executive directors and the chairman To approve, by way of separate resolutions, the remuneration payable to non-executive directors and the chairman of the board as outlined below."
• 2.1 "RESOLVED THAT the remuneration payable to non-executive directors be increased to R398 260 per annum."

2017 fee	2018 proposed fee*
R375 717	R398 260

Notice of annual general meeting of shareholders

continued

2.2 "RESOLVED THAT the remuneration payable to the chairman of the board be increased to R1 849 515 per annum."

2017 fee	2018 proposed fee*
R1 744 825	R1 849 515

* These amounts are exclusive of VAT. For clarity, to the extent that VAT is applicable, the Company is authorised to pay the VAT thereon in addition to the proposed remuneration.

The above remuneration to be effective from 1 March 2018 and to be paid quarterly in arrears. This represents an increase of 6,0% (six percent).

12. Special resolution number 3 – approval of remuneration payable to non-executive directors participating in sub-committees

"RESOLVED THAT the payments to non-executive directors who participate in the sub-committees of the board be as outlined hereunder:

	2017 fees		2018 proposed fees*
	ChairmanR	MemberR	ChairmanR	MemberR
Audit committee	285 543	163 976	302 676	173 815
Remuneration committee and nominations
committee	208 463	94 191	220 971	99 842
Risk and sustainability committee	264 737	134 343	280 621	142 404
Social, ethics and transformation committee	172 025	86 012	182 347	91 173

* These amounts are exclusive of VAT. For clarity, to the extent that VAT is applicable, the Company is authorised to pay the VAT thereon in addition to the proposed remuneration.

The above remuneration to be effective from 1 March 2018 and to be paid quarterly in arrears. This represents an increase of 6,0% (six percent).

Reasons for and effect of special resolutions numbers 2 and 3

The reason for proposing special resolutions numbers 2 and 3 is to increase the remuneration paid to nonexecutive directors, in respect of services rendered as directors in terms of section 66 of the Companies Act, so as to ensure that such remuneration remains market-related and accords with the increasing level of responsibility being placed upon directors.

The proposed remuneration was accepted by the board upon recommendation by the remuneration committee, which considered the quantum of fees being paid to non-executive directors and to the chairman of similar-sized listed companies.

The remuneration committee, with input from management, benchmarked the fees currently payable with those payable by similar-sized companies in order to determine market-related fees.

The chairman of the board does not receive any additional remuneration for participation in the sub-committees of the board.

13. Special resolution number 4 – approval of remuneration payable to non-executive directors in respect of unscheduled meetings and extraordinary additional work undertaken

"RESOLVED THAT non-executive directors be paid an amount of R20 951, per meeting in respect of special meetings of the board and that non-executive directors be paid an amount of R4 167 per hour, in respect of extraordinary additional work performed by them, provided that payment in respect of any such extraordinary additional work is approved by the chief executive officer."

Meeting	2017 fees	2018 proposed fees*
Extraordinary	R19 765	R20 951
Hourly fees	R3 931	R4 167

* These amounts are exclusive of VAT. For clarity, to the extent that VAT is applicable, the Company is authorised to pay the VAT thereon in addition to the proposed remuneration.

The increased remuneration is to be effective from 1 March 2018 and to be paid quarterly in arrears. This represents an increase of 6,0% (six percent).

Reasons for and effect of special resolution number 4

From time to time, directors may be called upon to perform extraordinary and additional work over and above what is expected from the annual work plan. It is considered fair that under such unusual circumstances the directors be compensated. From a governance point of view it is considered appropriate that the chief executive officer determine whether such additional fees may be warranted.

14. Special resolution number 5 – approval of non-resident directors' fees

"RESOLVED THAT fees payable to directors who are non-resident of South Africa will be 130% higher than the fees payable to directors who are resident in South Africa, as outlined in special resolutions numbers 2, 3 and 4."

This resolution is conditional upon special resolutions numbers 2, 3 and 4 being passed.

Michael Ajukwu is currently the only director who is not a resident of South Africa. He is also a member of the risk and sustainability committee. In the event of this resolution being passed, he will receive a fee of R915 998 as a director and R327 528 as a member of the risk and sustainability committee.

Meeting	2017 fees	2018 proposed fees
Board	R864 149	R915 998
Risk and sustainability committee	R308 989	R327 528

The proposed remuneration adjustment is effective 1 March 2018 and to be paid quarterly in arrears. This represents an increase of 6,0% (six percent).

Reasons for and effect of special resolution number 5

The proposed remuneration payable to non-resident non-executive directors was determined after taking into account market benchmarking of fees being paid to non-resident non-executive directors in similar-sized listed companies.

The remuneration committee has considered the proposed remuneration and the board has accepted the recommendation of the remuneration committee.

15. Special resolution number 6 – approval of VAT payable on remuneration already paid to non-executive directors with effect from 1 June 2017

"RESOLVED THAT non-executive directors be paid an amount equal to the VAT, if applicable, included in the fees already paid to them for the period from 1 June 2017 up to and including 28 February 2018."

Notice of annual general meeting of shareholders

continued

Reasons for and effect of special resolution number 6

VAT on fees payable to non-executive directors was introduced with effect from 1 June 2017 as a result of the binding rulings of the South African Revenue Service dated 10 February 2017. In terms thereof, a non-executive director who earns in excess of R1 million in non-executive director's fees from all appointments in any 12-month consecutive period is required to register for VAT, and charge VAT on such fees, subject to certain exceptions. Since 1 June 2017, the Company has made payments of fees already authorised at the AGM held on 21 February 2017. These payments were based on the amounts as approved at the previous AGM, which were considered to be inclusive of VAT. Non-executive directors who had to register for VAT purposes were, therefore, effectively "short-paid" during this period (as the VAT portion of the fee received by them had to be on-paid to SARS). In terms of section 66(8) and section 66(9) of the Act, companies may not pay remuneration to directors for their services as directors unless otherwise provided by the MoI and on approval of shareholders by way of a special resolution. Accordingly authority is sought to pay these directors additional amounts, if applicable, to compensate them for the VAT included in their fees that they had to on-pay to SARS during this period.

16. Special resolution number 7 – general authority to repurchase shares in the Company

"RESOLVED THAT, the Company and/or any subsidiary of the Company is hereby authorised, by way of a general authority, from time to time, to acquire the Company's own ordinary shares upon such terms and conditions and in such amounts as the directors of the Company, and, in the case of an acquisition by a subsidiary/(ies), the directors of the subsidiary/(ies), may from time to time decide, but subject to the provisions of the Companies Act, Listings Requirements and the MoI, and subject to the following conditions:

• 16.1 "That this authority shall be valid until the next annual general meeting of the Company, or for 15 (fifteen) months from the date of passing of this resolution, whichever period is shorter;

• 16.2 "That any repurchases of shares in terms of this authority be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty, such repurchases being effected by only one appointed agent of the Company at any point in time;

• 16.3 "That the acquisitions in any one financial year shall be limited to 5% (five percent) of the issued share capital of the Company at the date of this annual general meeting, provided that any subsidiary/(ies) may acquire shares to a maximum of 10% (ten percent) in the aggregate of the shares in the Company;

• 16.4 "That any acquisition of shares, in terms of this authority, may not be made at a price greater than 10% (five percent) above the weighted average market value of the shares over the 5 (five) business days immediately proceeding the date on which the acquisition is effected;

• 16.5 "The repurchase of shares may not be effected during a prohibited period, as defined in the Listings Requirements unless the Company has a repurchase programme in place, where the dates and quantities of securities to be traded are fixed and details of the programme have been submitted to the JSE in writing. The Company will instruct an independent third party, which makes its investment decisions in relation to the Company's securities independently of, and uninfluenced by, the Company, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE; and

• 16.6 "That an announcement containing full details of such acquisitions of shares, will be published as soon as the Company and/or its subsidiary/(ies) has/have acquired shares constituting, on a cumulative basis, 3% (three percent) of the number of shares in issue at the date of the AGM at which this special resolution number 7 is considered and passed, and for each 3% (three percent) in aggregate of the aforesaid initial number, acquired thereafter."

• 16.7 After considering the effects of a maximum repurchase, the directors are of the opinion that:

  • 16.7.1 "The Company and the group will be able to pay its debts as they become due in the ordinary course of business for a period of 12 (twelve) months after the date of notice of the AGM";
  • 16.7.2 "The consolidated assets of the Company and its subsidiaries (the group) fairly stated in accordance with International Financial Reporting Standards, will be in excess of its consolidated liabilities for a period of 12 (twelve) months after the date of notice of the AGM"; and
  • 16.7.3 "The Company and the group's working capital will be adequate for a period of 12 (twelve) months after the date of notice of the AGM to meet the group's current and foreseeable future requirements"; and

• 16.8 "The board of directors has passed a resolution approving the repurchase and confirm that the Company and its subsidiary/(ies) have passed the solvency and liquidity test and that, since the test was performed, there have been no material changes to the financial position of the group."

Reasons for and effect of special resolution number 7

The reason for and effect of this special resolution number 7 is to grant the directors a general authority in terms of the Companies Act and, subject to the Listings Requirements and any other stock exchange upon which the shares of the Company may be quoted or listed, for the acquisition by the Company or one of its subsidiaries, of the Company's own shares on the terms set out above.

Additional information for purposes of the general authority to repurchase the Company's shares

Shareholders' attention is, for the purpose of this general authority, drawn to the following information that is required to be disclosed and which is contained in the following pages of the 2017 integrated annual report.

Directors' responsibility statement

The directors, whose names are given on page 3 of the 2017 integrated annual report 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 2017 integrated annual report contains all information required by law and the Listings Requirements.

Shareholders' analysis as at 30 September 2017

The details relating to major shareholders and share capital of the Company are given on pages 105 and 106 of the 2017 integrated annual report.

Materiality and litigation statement

There are no material changes to the financial or trading position of the Company and/or the group, nor are there any legal or arbitration proceedings, that may affect the financial position of the group since 30 September 2017 to the date of this notice.

Notice of annual general meeting of shareholders

continued

Record dates, voting, proxies and electronic participation

Record dates

The record date on which shareholders must be recorded as such in the register of shareholders of the Company for the purposes of receiving notice of this AGM is Friday, 15 December 2017.

The record date on which shareholders must be recorded as such in the register of shareholders of the Company for the purposes of being entitled to attend and vote at the AGM is Friday, 9 February 2018.

The last day to trade in ordinary shares of the Company in order to be entitled to participate in and vote at the AGM is Tuesday, 6 February 2018.

Attendance, voting and proxies

• 1. Any member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend, speak and vote on his/her behalf. The form of proxy should be completed by those shareholders who are:
  • holding shares in certificated form; or
  • "own name" registered dematerialised shareholders.
• 1. All other beneficial owners who have dematerialised their shares through a Central Securities Depository Participant (CSDP) or broker and wish to attend the AGM, must instruct their CSDP or broker to provide them with a letter of representation, or they 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.
• 1. Note that voting will be performed by way of a poll, unless before the vote is taken it is determined by the chairperson of the AGM that the vote be decided on a show of hands, so each shareholder present or represented by way of proxy will be entitled to 1 (one) vote for every ordinary share held or represented.
• 1. Attention is drawn to the notes attached to the form of proxy.
• 1. Forms of proxy must be lodged at, posted to, or faxed to the registered office of the Company at 3010 William Nicol Drive, Bryanston, 2021 (registered office) or the Company's transfer secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 or posted to the transfer secretaries at PO Box 61051, Marshalltown, 2107, South Africa (transfer secretaries), so as to be received by them by no later than 14:00 on Friday, 16 February 2018, provided that proxies which are not delivered timeously to the registered office or transfer secretaries, may be handed up to the chairman of the AGM at any time before the proxy exercises any rights of the shareholder at the AGM.

The completion of a form of proxy will not preclude a member from attending the AGM.

• 1. In terms of the Listings Requirements, as read with the Companies Act, and save where otherwise specified, 75% (seventy-five percent) of the votes cast by equities securities holders present or represented by proxy at the meeting must be cast in favour of the above special resolutions for them to be approved.
• 1. In terms of the Companies Act, a majority of the votes cast by shareholders present or represented by proxy at the meeting must be cast in favour of an ordinary resolution for it to be approved.
• 1. Section 63(1) of the Companies Act requires that meeting participants provide reasonably satisfactory identification. The Company will regard presentation of an original of a meeting participant's valid driving licence, identity document or passport to be satisfactory identification.

Electronic participation

• 1. Shareholders wishing to participate and vote electronically in the AGM are required to deliver written notice to the company secretary, at 3010 William Nicol Drive, Bryanston, 2021 (marked for the attention of Kgosi Monaisa), with a copy to the transfer secretaries at the address as set out on the previous page, by no later than 12:00 on Friday, 26 January 2018, indicating that they wish to participate and vote at the AGM via electronic communication (the electronic participation notice).
• 1. In order for the electronic participation notice to be valid it must contain:
  • (i) if the shareholder is a natural person, a certified copy of his/her identity document and/or passport; (ii) if the shareholder is not a natural person, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the directors who passed the relevant resolution. The resolution must set out who from the relevant entity is authorised to represent the relevant entity at the AGM;
  • (iii) a valid email address and/or facsimile number (the contact address/number) of the shareholder; and
  • (iv) if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes to vote via electronic communication.

By no later than Wednesday, 14 February 2018, the Company shall use its reasonable endeavours to notify each shareholder (at their contact address/number) who has delivered valid electronic participation notices of the details pertaining to participation at the AGM by electronic means. Any reference to "shareholder" in this paragraph includes a reference to that shareholder's proxy. Before any person may attend or participate in the AGM, the person must present reasonably satisfactory identification.

Shareholders should take note of the following:

• 1. The cost of the electronic communication facilities will be for the account of the Company although the cost of the shareholder's call will be for his/her/its own expense; and
• 1. By delivery of the electronic participation notices, the shareholder indemnifies and holds harmless the Company against any loss, injury, damage, penalty or claim arising in any way from the use of the electronic communication facilities to participate in the AGM or any interruption in the ability of the shareholder to participate in the AGM via electronic communication whether or not the problem is caused by any act or omission on the part of the shareholder, or anyone else, including without limitation the Company and its employees.

Transfer secretaries

Computershare Investor Services Proprietary Limited Registration number 2004/003647/07 Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa PO Box 61051, Marshalltown, 2107, South Africa Tel: +27 11 370 5000 Fax: +27 11 688 5248

By order of the board

JK Monaisa Company Secretary

20 December 2017 Bryanston

Appendix 1: Election and re-election of directors and election of audit committee

1. Swazi Tshabalala (51)

BA (economics), MBA Appointed: 26 May 2017

External directorships SAA, Standard Bank Group, Kupanua Investments and Barbican Advisory Group

Area of expertise and contribution Corporate finance, finance, general management, risk

2. Michael Ajukwu (61)

BSc (finance), MBA Appointed: 31 March 2015

External directorships

Intafact Beverages (subsidiary of SABMiller in Nigeria), Novotel: Port Harcourt, Nigeria (member of Accor Hotels group)

Area of expertise and contribution

Corporate finance, general management, risk, stakeholder relations

3. Mark Bowman (51)

BCom, MBA Appointed: 1 June 2012

External directorships Dis-Chem, Distell, Mr Price Group

Area of expertise and contribution FMCG, general management, mergers and acquisitions, sales, strategy

4. Noel Doyle (51)

Chief financial officer FCA, CA(SA) Appointed: To the board in July 2015, joined Tiger Brands in July 2012

Area of expertise and contribution

Accounting and auditing, governance, fast-moving consumer goods, corporate finance, mergers and acquisitions

5. Dr Khotso Mokhele (62)

Chairman of the board BSc (agriculture), MSc (food science), PhD (microbiology) Appointed: 1 August 2007

External directorships

African Oxygen, Mapitso Consortium, Hans Merensky Holdings, Kenosi Investment Holdings. Special adviser to minister of science and technology, chancellor of University of the Free State

Area of expertise and contribution

Auditing and accounting, general management, governance, risk, strategy

6. Rob Nisbet (62)

BCom, BAcc, CA(SA) Appointed: 1 August 2010

Area of expertise and contribution Auditing and accounting, business intelligence, corporate finance, finance, general management, mergers and acquisitions, risk, strategy

7. Emma Mashilwane (42)

BCompt, BCom (hons), CA(SA) Appointed: 1 December 2016

External directorships Nkonki Incorporated, Murray & Roberts Area of expertise and contribution

Auditing and accounting, corporate finance, finance, governance, risk

8. Yunus Suleman (60)

CA(SA), BCom, BCompt (hons), leadership programmes Appointed: 13 July 2015

External directorships Liberty Holdings and Group, Albaraka Bank, Gold Fields, Enctus South Africa (chair), Sulfam Holdings (chair)

Area of expertise and contribution Auditing and accounting, business intelligence, corporate finance, FMCG

Form of proxy

Tiger Brands Limited

Incorporated in the Republic of South Africa Registration number 1944/017881/06 JSE code: TBS ISIN: ZAE000071080 (Tiger Brands or the Company)

For Tiger Brands' ordinary shareholders

• 1. For use at the annual general meeting of Tiger Brands Limited (AGM) to be held at 3010 William Nicol Drive, Bryanston, Sandton, 2021, on Tuesday, 20 February 2018, at 14:00, or any adjourned or posted date and time determined in accordance with sections 64(4) and 64(11)(a)(i) of the Companies Act No 71 of 2008 (the Act).
• 1. This form of proxy is not to be used by beneficial owners of shares who have dematerialised their shares (dematerialised shares) through a Central Securities Depository Participant (CSDP) or broker, as the case may be, unless you are recorded on the sub-register as an own name dematerialised shareholder. Generally, you will not be an own name dematerialised shareholder unless you have specifically requested your CSDP to record you as the holder of the shares in your own name in the Company's sub-register.
• 1. This form of proxy is only for use by certificated, own name dematerialised shareholders and CSDPs or brokers (or their nominees) registered in the Company's sub-register as the holder of dematerialised ordinary shares.
• 1. Each shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy (who need not be a shareholder of the Company) to attend, participate in and speak and vote in place of that shareholder at the AGM, and at any adjournment thereafter.
• 1. Please note the following your rights as a shareholder at the AGM:
• 5.1 The appointment of the proxy is revocable; and 5.2 You 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.
• 1. Please note that any shareholder of the Company that is a company may authorise any person to act as its representative at the AGM. Please also note that section 63(1) of the Act requires that persons wishing to participate in the AGM (including the aforementioned representative) provide satisfactory identification before they may so participate. The Company will regard presentation of an original of a meeting participant's valid driving licence, identity document or passport to be satisfactory identification.
• 1. Note that voting will be performed by way of a poll so each shareholder present or represented by way of proxy will be entitled to 1 (one) vote for every ordinary share held or represented.

I/We, the undersigned:

shares in the issued share capital of the Company, entitled to vote,

or, failing him/her, the chairman of the meeting, as my/our proxy to vote for me/us on my/our behalf at the AGM of shareholders of the Company to be held at 14:00 on Tuesday, 20 February 2018 and at any cancellation, postponement or adjournment thereof as follows:

*(Indicate instructions to proxy by insertion of an "X" or the relevant number of votes exercisable by the member on a poll in the space provided below – see note 17.)

		Number of votes
		*In favour*Against		*Abstain from
		of resolution	resolution	voting
PART B – ORDINARY RESOLUTIONS
Ordinary resolution number 1.1 – election of director
1.1 To elect BS Tshabalala
Ordinary resolutions numbers 2.1 to 2.4 – re-election of directors
2.1 To re-elect MO Ajukwu
2.2 To re-elect MJ Bowman
2.3 To re-elect NP Doyle
2.4 To re-elect KDK Mokhele
Ordinary resolutions numbers 3.1 to 3.3 – election of the members of the audit committee
3.1 To elect RD Nisbet
3.2 To elect TE Mashilwane
3.3 To elect YGH Suleman
Ordinary resolution number 4 – reappointment of external auditors
Ordinary resolution number 5 – general authority
PART C – NON-BINDING ADVISORY VOTES
Ordinary resolution 6 – approval of the remuneration policy
Ordinary resolution 7 – approval of the implementation report of the remuneration policy
PART D – SPECIAL RESOLUTIONS
Special resolution number 1
Approval to provide financial assistance to related and inter-related companies
Special resolution number 2
Approval of remuneration payable to non-executive directors and the chairman
2.1 Remuneration payable to non-executive directors
2.2 Remuneration payable to the chairman
Special resolution number 3
Approval of remuneration payable to non-executive directors participating in sub-committees
Special resolution number 4
Approval of remuneration payable to non-executive directors who attend unscheduled meetings and extraordinaryadditional work undertaken
Special resolution number 5
Approval of non-resident directors' fees
Special resolution number 6
Approval of VAT payable on remuneration already paid to non-executive directors
Special resolution number 7
General authority to repurchase shares in the Company
and generally to act as my/our proxy at the AGM. (If no directions are given, the proxy holder will be entitled to vote or to abstain from voting as that proxy holder deems fit.)
Signed aton				2018
Signature	Assisted by me (where applicable)

Each member is entitled to appoint 1 (one) or more proxies (who need not be a member of the Company) to attend, speak and vote in place of that member at the AGM. Please read the notes on the reverse hereof.

Notes to form of proxy (including a summary of rights in terms of section 58 of the Companies Act No 71 of 2008)

• 1. Each shareholder may attend the AGM in person.
• 1. At any time, a shareholder of a company may appoint any individual as a proxy to participate in, and speak and vote at, the AGM on behalf of the shareholder.
• 1. An individual appointed as a proxy need not also be a shareholder of the Company.
• 1. The proxy appointment must be in writing, dated and signed by the shareholder.
• 1. Forms of proxy must be forwarded to reach the registered office of the Company at 3010 William Nicol Drive, Bryanston, 2021 (registered office), or the Company's transfer secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posted to the transfer secretaries at PO Box 61051, Marshalltown, 2107, South Africa (transfer secretaries), so as to be received by them by no later than 14:00 on Friday, 16 February 2018, provided that proxies which are not delivered timeously to the registered office or transfer secretaries, may be handed up to the chairman of the AGM at any time before the proxy exercises any rights of the shareholder at the AGM.
• 1. The appointment of one or more proxies in accordance with the form of proxy to which these notes are attached will lapse and cease to be of force and effect immediately after the AGM of the Company to be held at the registered office on Tuesday, 20 February 2018, at 14:00, or at any adjournment/(s) thereof, unless it is revoked earlier in accordance with paragraphs 7 and 8 below.
• 1. 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/(ies) and to the Company at the registered office, for attention of the company secretary, to be received before the replacement proxy exercises any rights of the shareholder at the AGM or any adjournment/(s) thereof.
• 1. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy/(ies)' authority to act on behalf of the shareholder as of the later of: (i) the date stated in the revocation instrument, if any; or (ii) the date on which the revocation instrument was delivered as required in paragraph 7(ii).
• 1. A shareholder can appoint one or more proxies for the purposes of representing that shareholder at the AGM of the Company and at any adjournment/(s) thereof by completing and signing the form of proxy to which these notes are attached in accordance with the instructions it contains and returning it to the registered office or the transfer secretaries, so as to be received by them by no later than 14:00 on Friday, 16 February 2018 and may be handed up to the Chairman of the AGM at any time before the proxy exercises any rights of the shareholder at a shareholders' meeting.
• 1. If the instrument appointing a proxy or proxies has been delivered to the Company in accordance with the provisions of paragraph 9, then, until that appointment lapses in accordance with the provisions of paragraph 6, any notice that is required in terms of the Companies Act No 71 of 2008, as amended from time to time (the Act) or the Company's memorandum of incorporation to be delivered by the Company to the shareholder must be delivered by the Company to:
  • 10.1 The shareholder; or
  • 10.2 The proxy or proxies, if the shareholder has: (i) directed the Company to do so, in writing; and (ii) paid any reasonable fee charged by the Company for doing so.
• 1. Section 63(1) of the Act requires that meeting participants provide reasonably satisfactory identification. The Company will regard presentation of an original of a meeting participant's valid driving licence, identity document or passport to be satisfactory identification.
• 1. Documentary evidence establishing the authority of a person who participates in, or speaks or votes at the AGM on behalf of a shareholder in a representative capacity, or who signs the form of proxy in a representative capacity, (for example, a certified copy of a duly passed directors' resolution in the case of a shareholder which is a Company, a certified copy of a duly passed members' resolution in the case of a shareholder which is a close corporation and a certified copy of a duly passed trustees' resolution in the case of a shareholder who/which is/are a trust) must be presented to the person presiding at the AGM or attached to the form of proxy (as the case may be), and shall thereafter be retained by the Company.
• 1. It is recorded that, in accordance with section 63(6) of the Act, if voting on a particular matter is by polling, a shareholder or a proxy for a shareholder has the number of votes determined in accordance with the voting rights associated with the securities held by that shareholder.
• 1. Any insertions, deletions, alteration or correction made to the form of proxy must be initialled by the signatory/(ies). Any insertion, deletion, alteration or correction made to the form of proxy but not complying with the aforegoing will be deemed not to have been validly effected.
• 1. A shareholder may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder.
• 1. The person whose name stands first on the form of proxy and who is present at the AGM will be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are indicated, the proxy shall be exercised by the chairman of the AGM.
• 1. A shareholder's instructions to the proxy must be indicated by the insertion of an "X" or the relevant number of votes exercisable by that shareholder in the appropriate box provided. An "X" in the appropriate box indicates the maximum number of votes exercisable by that shareholder. Failure to comply with the above or to provide any voting instructions will be deemed to authorise the proxy to vote or to abstain from voting at the AGM as he/she/it deems fit in his/her/its discretion.
• 1. When there are joint holders of shares, any one holder may sign the form of proxy, and the vote of the senior shareholder (for which purpose seniority will be determined by the order in which the names of the shareholders appear in the company's register) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote/(s) of the other joint shareholders.
• 1. The completion and lodging of this form of proxy will not preclude the shareholder who appoints one or more proxy/(ies) from participating in the meeting and speaking and voting in person thereat to the exclusion of any proxy/(ies) appointed in terms of the form of proxy should such shareholder wish to do so. The appointment of any proxy/(ies) is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder.

AUDITED GROUP RESULTS AND DIVIDEND DECLARATION FOR THE YEAR ENDED 30 SEPTEMBER 2017

Salient features

TIGER BRANDS' DOMESTIC BUSINESS DELIVERS A STRONG PERFORMANCE IN A TOUGH TRADING ENVIRONMENT WITH OPERATING MARGINS* INCREASING TO 15,6%

HEPS+ UP 2% TO 2 155 CENTS

*Before IFRS 2 charges and from continuing operations. + From continuing operations.

Commentary

Overview

Tiger Brands is reporting a relatively strong set of results driven by revenue growth of 2% to R31,3 billion and 11% operating income growth, before IFRS 2 charges, to R4,6 billion. Operating margins increased by 110 basis points (bps) to 14,8%. This improvement was due to improved pricing strategies enhanced by good procurement and better cost control. Intense competitor pricing activity and declining consumer confidence resulted in volumes declining by 3%. Cash generated from operations is up 43% to R6,1 billion, benefiting from improved working capital management. Headline earnings per share increased by 2% driven by the domestic performance and diluted by a disappointing performance from associates and the Deciduous Fruit business.

As previously reported, the disposal of EATBI has been concluded with an effective date of 4 April 2017. With regards to the Haco disposal, all suspensive conditions have been fulfilled and the transaction is expected to close within the next two weeks. Consequently, both businesses have been treated as discontinued operations in these results, with the comparative information restated accordingly.

The revenue performance in the second half is indicative of a significant slowdown in the rate of price increases, due largely to declining commodity prices and a stronger rand. Gross margins benefited from improved pricing and procurement strategies, which helped to offset other inflationary increases in raw material costs. Well-controlled conversion costs and efficiency enhancements contributed to further positive leverage in gross margins.

Revenue in the domestic business increased by 4% to R27,1 billion (2016: R26,2 billion), driven primarily by Grains and Groceries. Operating income, in the domestic business, before IFRS 2 charges grew by 15% to R4,2 billion (2016: R3,7 billion), whilst the operating margin increased from 14,1% to 15,6%. The deteriorating economic environment continued to put pressure on consumer demand. This, coupled with the strategy of recovering cost push from the previous year, resulted in volume contraction of 3%.

The group's overall operating performance was negatively impacted by the Exports and International division. Revenue in this division was down 5% to R4,2 billion while operating income declined by 20% to R399 million, driven primarily by the performance of the Deciduous Fruit business, which was severely impacted by a stronger rand. Although the Export business continued to face a challenging environment, with no improvement in foreign currency liquidity, trading improved in the second half of the year with core markets benefiting from improved distribution and product availability.

During the year, investments, goodwill and intangibles with a total value of R560 million (2016: R335 million) were impaired. This related mainly to the impairment of goodwill of R300 million in Davita, as well as the impairment of R250 million against the investment in Nigerian associate, UAC Foods. These impairments arose as a result of the continual assessment of risks associated with these businesses amid ongoing difficulties experienced across our key markets on the African continent. These are primarily as a result of deteriorating macro-economic factors, largely linked to falling commodity prices and exacerbated by currency devaluations in Nigeria and Mozambique. In addition, the lack of foreign exchange liquidity required trade credit to be managed tightly, inhibiting revenue growth.

The abnormal loss of R23 million comprises costs relating to the recent strategic review and related restructuring provisions, partially offset by the profit on disposal of property as well as income in respect of insurance claim proceeds and certain warranty claims.

Net financing costs of R207 million (2016: R162 million) benefited from a reduction in interest charges of R117 million to R180 million, due to lower debt levels. A net foreign exchange loss of R30 million was realised compared with a gain of R129 million in the comparative period, of which R153 million related to a gain on the settlement of debt in Nigeria, which was of a non-recurring nature.

Income from associates decreased by 38% to R533 million (2016: R861 million). The comparative period included capital profits of R117 million arising from certain asset disposals. After adjusting for this, associate headline earnings decreased by 29%. This reflects challenging operating conditions for Oceana, in particular, as well as Carozzí and UAC Foods.

A 2% improvement in the effective tax rate before abnormal items, impairments and associates, to 28,9% (2016: 30,9%) was largely due to investment allowances received on qualifying major capital projects.

HEPS from continuing operations was up 2% to 2 155 cents (2016: 2 119 cents). The deleverage between operating income growth of 11% and HEPS growth of 2% is primarily due to a significantly lower contribution from associates, costs reflected in abnormal items and the non-recurrence of the once-off forex gain in the prior year. Earnings per share (EPS) from continuing operations decreased by 7% to 1 848 cents (2016: 1 996 cents), driven primarily by the increased level of impairments in the current year.

EPS from total operations decreased by 6% to 1 915 cents (2016: 2 034 cents), while HEPS from total operations increased by 2% to 2 161 cents.

Commentary continued

Operating performance Grains

The Grains division delivered 5% revenue growth, while operating income reflected a strong increase of 18% to R2,4 billion. The operating margin improved by 200bps to 17,7%.

Revenue in Milling and Baking rose by 4%, benefiting from volume growth, partly diluted by price deflation in maize and sorghum in the second half. Operating income rose by 16% to R1,9 billion. The wheat-to-bread value chain benefited from good volume growth and increased realisations in the first half. Managing the balance between margin and volumes in the second six months required significant focus as competitor activity intensified.

Other Grains recorded revenue growth of 6% to R3,8 billion and strong operating income growth of 24% to R502 million. The stronger rand and favourable procurement strategies contributed positively to the expansion of margins particularly in rice.

Consumer Brands – Food

With the exception of Groceries, Consumer Brands – Food experienced a number of challenges during the year. As a result, overall revenue increased marginally to R11,1 billion, while operating income grew by 7% to R1,3 billion. The overall operating margin improved by 60bps to 11,5%.

The Groceries business had another strong year, delivering revenue growth of 7% and operating income growth of 26% to R589 million. Operating margins improved by 190bps to 11,8% on the back of improved pricing and productivity initiatives.

Snacks & Treats' sales volumes were impacted by industrial action, a contracting market, aggressive competition and a product rationalisation exercise which was completed in the first half of the year. Revenue declined by 5% to R2,2 billion. However, an improvement in gross margins resulted in operating income increasing marginally to R324 million. The new Heavenly aerated chocolate slabs were launched in the second half of the year and were well received by both consumers and customers. Snacks & Treats will focus on volume recovery in the year ahead.

The Beverages business recovered in the second half following the impact of industrial action, drought-related water restrictions and electricity disruptions in the first six months. The second half recovery was insufficient to offset the difficult start to the year. Revenue declined by 9%, while operating income reduced by 8% to R144 million. The outlook for this business is encouraging with the launch of Oros ready-to-drink gaining momentum.

Value-added Meat Products' performance was impacted by lower sales volumes. This was primarily due to selling price increases and aggressive competitor activity. Revenue increased marginally to R2,2 billion, while operating income declined by 34% due to lower volumes and selling price increases being insufficient to recover significant raw material inflation.

Home, Personal Care and Baby (HPCB)

HPCB's performance was positively influenced by another strong contribution from the Home Care category, with overall revenue increasing by 9% to R2,7 billion. There was positive operating leverage due to a strong focus on cost containment, with overall operating income growing by 17% to R623 million.

Despite volumes in the Personal Care category being negatively impacted by price increases, as well as constrained consumer spending, revenue remained unchanged at R683 million. Operating income increased by 3% to R139 million, benefiting from the strong focus on costs. Innovation, driven mainly by Ingram's triple glycerine, Ingram's tissue oil and pet jelly, contributed 19% to revenue.

Revenue in Baby Care was up 3% to R888 million. This was attributable to growth in pouches, medicinal and toiletries categories. Operating income declined by 2% due to an unfavourable product mix, together with lower production volumes.

The Home Care category produced another strong performance with revenue growth of 23% and an improvement in operating income of 48%. This was due to sustained demand in the pest category, assisted by effective in-store execution and optimal pricing. Innovation contributed 7% to revenue, driven by Doom automatic dispensers and the Peaceful Sleep family range.

Exports and International

Exports and International reported lower revenue and operating income largely due to the Deciduous Fruit business, which was adversely affected by the strengthening of the rand, with revenue declining by 4%. This was aggravated by an unfavourable customer mix. These factors resulted in a 91% reduction in operating income to R13 million.

Chococam recorded 3% growth in revenue in constant currency terms. The successful introduction of new products contributed to a 9% increase in volumes. Revenue in rand terms declined by 7% to R821 million due to the strength of the rand. Operating income increased by 9% in constant currency, assisted by tight cost management, but decreased by 2% on translation due to the stronger rand.

A decline in volumes at Deli Foods was driven by low consumer demand as well as the impact of price increases taken during the year to recover significant input cost inflation. This, together with higher conversion costs, resulted in a higher operating loss in constant currency, which was reduced on translation by the impact of the naira's devaluation against the rand.

In the Exports business, revenue increased by 7% to R1,7 billion. This was attributable to increased sales into the Democratic Republic of Congo (DRC) and Mozambique in the current year. Operating income increased by 10% to R273 million, despite foreign currency liquidity challenges. Trading improved in the second half of the year with core markets benefiting from improved distribution and product availability.

Cash flow and capital expenditure

Improved cash generation resulted in a positive net cash position of R431 million as at 30 September 2017. Cash generated from operations increased by 43% to R6,1 billion, benefiting primarily from working capital improvements. Capital expenditure disbursed during the year amounted to R919 million (2016: R945 million).

Final dividend

The company has declared an unchanged gross final cash dividend of 702 cents per ordinary share for the year ended 30 September 2017. This, together with the interim dividend of 378 cents per share, brings the total dividend for the year to 1 080 cents. This is an increase of 1% on last year's total dividend of 1 065 cents.

Shareholders are referred to the accompanying dividend announcement for further details.

Outlook

The economic outlook for 2018 is muted, with no current signs of a recovery in consumer spending while growth levels are likely to remain low. There is therefore little evidence of volume uplift in the year ahead. To this end, competition for market share is expected to intensify further.

Having largely been successful in enhancing margins, the group is well positioned to navigate this environment and pursue volume growth. This will be achieved by improving our market shares through enhanced and focused brand support, a re-energised approach to innovation, as well as by investing and growing with our customers. We will continue to focus on driving efficiencies and cost savings to provide the fuel for our growth.

Strategy implementation

In the review period, Tiger Brands completed the groundwork for the strategy that will guide us through to 2022, the detail of which was disclosed as part of the interim results announcement earlier this year. We have made significant progress in terms of implementation, with the following key milestones having been achieved:

• The new operating model has been implemented with effect from 1 October 2017. Capability gaps have been mapped and the recruitment process to fill these is well progressed.
• Zero-based budgeting has been embedded in the 2018 budget process.
• Good momentum has been achieved in terms of key capital projects that will help improve manufacturing efficiencies and provide additional capacity to achieve the required growth.
• The supply chain transformation is well underway with governance structures in place to create visibility of progress, issues and risks.
• Subsequent to the portfolio review, work continues to determine opportunities that will strengthen and refine the core portfolio and drive sustainable growth.
• Work is also underway to identify and evaluate suitable M&A opportunities that will leverage our core capabilities.

We have put in place the foundations for a sustainable future, with a compelling strategy and clear targets that will allow us to win with consumers and grow the strength of our brands. With the successful execution of our strategy, the group will be positioned to create predictable value and will be recognised by all stakeholders as the best fast-moving consumer goods (FMCG) company in South Africa. Fundamental to achieving our vision is attracting the best talent, on the basis of being recognised as a great place to work.

By order of the board

KDK Mokhele	LC Mac Dougall

Chairman Chief executive officer

Bryanston 24 November 2017

Date of release: 27 November 2017

Condensed consolidated income statement

R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated*#
Continuing operations
Revenue	31 297,9	30 588,2
Cost of sales	(20 856,4)	(20 869,6)
Gross profit	10 441,5	9 718,6
Sales and distribution expenses	(3 596,4)	(3 465,0)
Marketing expenses	(771,4)	(765,2)
Other operating expenses	(1 549,7)	(1 385,2)
Operating income before impairments and abnormal items2	4 524,0	4 103,2
Impairments3	(559,9)	(334,8)
Abnormal items4	(23,4)	11,0
Operating income after impairments and abnormal items	3 940,7	3 779,4
Net finance costs and investment income5	(206,6)	(162,1)
Income from associated companies	533,3	860,7
Profit before taxation	4 267,4	4 478,0
Taxation6	(1 234,4)	(1 209,2)
Profit for the year from continuing operations	3 033,0	3 268,8
Discontinued operations
Profit for the year from discontinued operations7	105,0	52,9
Profit for the year	3 138,0	3 321,7
Attributable to:
Owners of the parent	3 119,3	3 305,6
– Continuing operations	3 011,0	3 243,1
– Discontinued operations	108,3	62,5
Non-controlling interests	18,7	16,1
– Continuing operations	22,0	25,7
– Discontinued operations	(3,3)	(9,6)
	3 138,0	3 321,7
Basic earnings per ordinary share (cents)	1 914,9	2 034,4
– Continuing operations	1 848,4	1 996,0
– Discontinued operations	66,5	38,4
Diluted basic earnings per ordinary share (cents)	1 877,3	1 991,5
– Continuing operations	1 812,1	1 953,9
– Discontinued operations	65,2	37,6
Headline earnings per ordinary share (cents)	2 161,0	2 127,1
– Continuing operations	2 154,7	2 119,2
– Discontinued operations	6,3	7,9
Diluted headline earnings per ordinary share (cents)	2 118,4	2 082,2
– Continuing operations	2 112,3	2 074,4
– Discontinued operations	6,1	7,8

* Restated for the early adoption of IFRS 15 Revenue from Contracts with Customers. Refer note 9 for further details.

Condensed consolidated statement of comprehensive income

R'million	Audited yearended30 September2017	Audited yearended30 September2016
Profit for the year	3 138,0	3 321,7
Other comprehensive loss, net of tax	(104,9)	(86,9)
Net gain/(loss) on hedge of net investment in foreign operation1	3,8	(42,9)
Foreign currency translation (FCTR) adjustments1, 2	(122,7)	(147,7)
Share of associates other comprehensive (loss)/income and FCTR1	(86,2)	127,7
Net gain/(loss) on cash flow hedges1	25,0	(45,6)
Net gain on available-for-sale financial assets1, 2	13,0	15,7
Remeasurement raised in terms of IAS 19R3	81,4	(1,2)
Tax effect	(19,2)	7,1
Total comprehensive income for the year, net of tax	3 033,1	3 234,8
Attributable to:
Owners of the parent	3 025,2	3 252,4
Non-controlling interests	7,9	(17,6)
	3 033,1	3 234,8

1 Items that may be subsequently reclassified to profit or loss including the related tax effects, with the exception of R7,3 million (2016: R0,9 million) relating to the share of associate other comprehensive income and FCTR.

2 During the current year, R110,7 million (2016: R99,1 million) of the foreign currency translation reserve relating to the disposal of subsidiaries, as well as R1,9 million (2016: R19,4 million) on the available-for-sale financial asset derecognised in terms of the Black Managers Trust Participation Rights Scheme were reclassified to profit or loss.

3 Comprises a net actuarial gain of R65,0 million (2016: net actuarial gain of R6,5 million) and unrecognised gain/(loss) due to asset ceiling of R16,4 million (2016: R7,7 million).

Condensed consolidated segmental information

R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated*
Revenue
Domestic operations	27 109,0	26 160,1
Grains	13 309,4	12 724,8
Milling and Baking	9 519,7	9 161,1
Other Grains	3 789,7	3 563,7
Consumer Brands – Food	11 148,0	10 999,7
Groceries	5 008,4	4 698,7
Snacks & Treats	2 157,2	2 263,0
Beverages	1 203,6	1 321,3
Value Added Meat Products	2 243,1	2 215,0
Out of Home	535,7	501,7
Home, Personal Care and Baby (HPCB)	2 651,6	2 435,6
Personal Care	682,5	682,4
Baby Care	888,0	862,1
Home Care	1 081,1	891,1
Exports and International	4 188,9	4 428,1
Exports	1 747,3	1 625,7
International operations
– Central Africa (Chococam)	821,3	883,8
– West Africa (Deli Foods)	280,3	476,7
Deciduous Fruit (LAF)	1 620,1	1 683,3
Other intergroup sales	(280,1)	(241,4)
Continuing operations	31 297,9	30 588,2
Discontinued operations – East Africa** and TBCG	561,2	2 556,8
Total revenue	31 859,1	33 145,0

* Restated for the early adoption of IFRS 15 Revenue from Contracts with Customers. Refer note 9 for further details.

** Previously reported "International operations" – East Africa segment has now been classified as discontinued operations.

Condensed consolidated segmental information

continued

R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated*
Operating income before impairments and abnormal items
Domestic operations	4 235,5	3 695,8
Grains	2 361,2	2 001,9
Milling and Baking	1 858,9	1 596,2
Other Grains	502,3	405,7
Consumer Brands – Food	1 280,2	1 194,8
Groceries	588,6	465,6
Snacks & Treats	323,5	316,0
Beverages	144,0	156,8
Value Added Meat Products	104,2	158,0
Out of Home	119,9	98,4
Home, Personal Care and Baby (HPCB)	622,6	533,7
Personal Care	138,6	134,2
Baby Care	207,7	211,3
Home Care	276,3	188,2
Other***	(28,5)	(34,6)
Exports and International	398,8	496,3
Exports	272,9	247,0
International operations
– Central Africa (Chococam)	147,2	150,2
– West Africa (Deli Foods)	(34,5)	(48,5)
Deciduous Fruit (LAF)	13,2	147,6
Total operating income before IFRS 2 charges	4 634,3	4 192,1
IFRS 2 charges	(110,3)	(88,9)
Total operating income after IFRS 2 charges	4 524,0	4 103,2
Discontinued operations – East Africa** and TBCG	14,0	114,1
Total operating income	4 538,0	4 217,3

* Restated for the early adoption of IFRS 15 Revenue from Contracts with Customers. Refer note 9 for further details.

** Previously reported "International operations" – East Africa segment has now been classified as discontinued operations.

*** Includes the corporate office and management expenses relating to international investments.

Condensed consolidated statement of financial position

	Audited year	Audited year
	ended30 September	ended30 September
R'million	2017	2016
ASSETS
Non-current assets	12 949,5	13 429,8
Property, plant and equipment	4 588,4	4 541,9
Goodwill	1 774,2	2 098,6
Intangible assets	1 822,8	1 841,9
Investments	4 720,1	4 904,8
Deferred taxation asset	44,0	42,6
Current assets	10 665,0	11 099,1
Inventories	4 812,0	5 769,8
Trade and other receivables	4 631,6	4 592,3
Cash and cash equivalents	1 221,4	737,0
Assets classified as held-for-sale	364,7	–
Total assets	23 979,2	24 528,9
EQUITY AND LIABILITIES
Total equity	17 061,2	16 033,9
Issued capital and reserves	16 803,8	15 547,6
Non-controlling interests	257,4	486,3
Non-current liabilities	968,8	1 988,8
Deferred taxation liability	347,7	253,5
Provision for post-retirement medical aid	619,1	666,0
Long-term borrowings	2,0	1 069,3
Current liabilities	5 776,1	6 506,2
Trade and other payables	4 278,2	4 157,1
Provisions	614,9	525,3
Taxation	94,4	128,1
Short-term borrowings	788,6	1 695,7
Liabilities directly associated with assets classified as held-for-sale	173,1	–
Total equity and liabilities	23 979,2	24 528,9
Net (cash)/debt	(430,8)	2 028,0

Condensed consolidated statement of cash flows

R'million	Audited yearended30 September2017	Audited yearended30 September2016
Cash operating profit	5 388,1	4 836,8
Working capital changes	667,6	(604,0)
Cash generated from operations	6 055,7	4 232,8
Finance cost net of dividends received	181,6	109,1
Taxation paid	(1 195,9)	(1 107,4)
Cash available from operations	5 041,4	3 234,5
Dividends paid	(1 834,1)	(1 661,1)
Net cash inflow from operating activities	3 207,3	1 573,4
Purchase of property, plant, equipment and intangibles	(919,0)	(945,4)
Net cash on disposal of subsidiary	23,8	1 075,7
Acquisition of business	–	(69,7)
Black Managers Trust (BMT) shares exercised	24,0	38,7
Proceeds from disposal of property, plant and equipment	92,2	15,4
Decrease in other loans	–	0,2
Net cash (outflow)/inflow from investing activities	(779,0)	114,9
Reduction in non-controlling interest in empowerment shares	(22,4)	–
Long and short-term borrowings repaid	(1 063,4)	(562,2)
Net cash outflow from financing activities	(1 085,8)	(562,2)
Net increase in cash and cash equivalents	1 342,5	1 126,1
Effect of exchange rate changes on cash and cash equivalents	18,8	125,7
Cash and cash equivalents at the beginning of the year	(875,0)	(2 126,8)
Cash and cash equivalents at the end of the year	486,3	(875,0)
Cash resources	1 221,4	737,0
Short-term borrowings regarded as cash and cash equivalents	(735,1)	(1 612,0)
	486,3	(875,0)

Condensed consolidated statement of changes in equity

R'million	Sharecapitalandpremium	Nondistributablereserves
Balance at 1 October 2015	148,5	2 644,1
Profit for the year	–	–
Other comprehensive loss for the year2, 3	–	(52,3)
Total comprehensive income	–	(52,3)
Disposal of subsidiary	–	–
Transfers between reserves	–	454,3
Share-based payment4	–	–
Dividends on ordinary shares	–	–
Total dividends	–	–
Less: Dividends on empowerment shares	–	–
Sale of shares by empowerment entity1	–	–
Balance at 30 September 2016	148,5	3 046,1
Profit for the year	–	–
Other comprehensive (loss)/income for the year2, 3	–	(152,8)
Total comprehensive income	–	(152,8)
Disposal of subsidiary	–	–
Transfers between reserves	–	146,7
Share-based payment4	–	–
Dividends on ordinary shares	–	–
Total dividends	–	–
Less: Dividends on empowerment shares	–	–
Reduction in non-controlling interest in empowerment shares	–	–
Sale of shares by empowerment entity1	–	–
Balance at 30 September 2017	148,5	3 040,0

1 Relates to the exercising of options vested post the December 2014 lock-in period in terms of the Black Managers Participation Right Scheme (BMT).

2 During the current period, R110,7 million (2016: R99,1 million) of the foreign currency translation reserve was reclassified to profit or loss.

3 The other comprehensive income within FCTR includes amounts related to associates of R86,2 million (2016: R127,7 million).

4 Included in the movement of the share-based payment are options exercised amounting to R77,8 million (2016: R5,9 million).

Noncontrollinginterests	Totalattributableto ownersof the parent	Sharebasedpaymentreserve	Sharesheld bysubsidiaryandempowermententities	Accumulatedprofits
(52,5)13 777,6	13 830,1	423,5	(2 538,9)	13 152,9
16,13 321,7	3 305,6	–	–	3 305,6
(33,7)	(53,2)	–	–	(0,9)
(17,6)3 234,8	3 252,4	–	–	3 304,7
587,6	–	–	–	–
–	–	–	–	(454,3)
–	65,0	65,0	–	–
(19,7)(1 649,6)	(1 629,9)	–	–	(1 629,9)
(19,7)(1 797,4)	(1 777,7)	–	–	(1 777,7)
–	147,8	–	–	147,8
(11,5)	30,0	–	30,0	–
486,316 033,9	15 547,6	488,5	(2 508,9)	14 373,4
18,73 138,0	3 119,3	–	–	3 119,3
(10,8)(104,9)	(94,1)	–	–	58,7
7,93 033,1	3 025,2	–	–	3 178,0
(188,9)(188,9)	–	–	–	–
–	–	51,6	–	(198,3)
–	19,9	19,9	–	–
(16,6)(1 825,2)	(1 808,6)	–	–	(1 808,6)
(16,6)(1 984,7)	(1 968,1)	–	–	(1 968,1)
–	159,5	–	–	159,5
(22,4)	–	–	–	–
(8,9)	19,7	–	19,7	–
257,417 061,2	16 803,8	560,0	(2 489,2)	15 544,5

Other salient features

R'million	Audited yearended30 September2017	Audited yearended30 September2016
Capital commitments	2 174,4	1 133,7
– Contracted	476,3	92,0
– Approved	1 698,1	1 041,7
Capital commitments will be funded from normal operating cash flows and theutilisation of existing borrowing facilities. Additional capital commitmentsof R434,9 million are expected to be approved in 2018.
Capital expenditure	919,0	945,4
– Replacement	457,1	638,9
– Expansion	461,9	306,5
Contingent liabilities
– Guarantees and contingent liabilities	11,5	12,8
Inventory-related items
Inventories carried at net realisable value	119,4	137,2
Inventories written down and recognised in cost of sales as an expense	105,3	100,6

Notes

1. Basis of preparation and changes to the group's accounting policies

The preparation of these results has been supervised by N Doyle, Chief Financial Officer of Tiger Brands Limited.

The condensed consolidated financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for preliminary reports and the requirements of the Companies Act of South Africa. The Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the condensed consolidated financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated annual financial statements, with the exception of the early adoption of IFRS 15.

Ernst & Young Inc., Tiger Brands Limited's independent auditors, have audited the consolidated financial statements of Tiger Brands Limited from which the condensed consolidated financial results have been derived. The auditors have expressed an unmodified audit opinion on the consolidated annual financial statements. Any reference to future financial performance included in this announcement has not been audited or reported on by the group's external auditors. The auditor's audit report does not necessarily report on all the information contained in this announcement/financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditors' engagement they should obtain a copy of the auditor's audit report together with the accompanying financial information from the issuer's registered office.

The majority of the group's financial instruments measured at fair value in terms of IFRS 13 are noted as level 1 hierarchy, which are valued based on quoted market prices.

	R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated#
2.	Operating income before impairments and abnormal items
	Depreciation (included in cost of sales and other operating expenses)	552,5	524,5
	Amortisation	11,4	11,6
	IFRS 2 (included in other operating expenses)
	– Equity settled	97,7	70,9
	– Cash settled	12,6	18,0

Notes continued

	R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated#
3.	ImpairmentsGoodwill and indefinite useful life intangible assets are tested for impairmentannually (as at 30 September) and when circumstances indicate the carryingvalue may be impaired. The group's impairment test for goodwill andintangible assets with indefinite lives is based on the value-in-use calculations.During the current year R300,0 million of Davita, R4,9 million of Groceriesand R5,0 million of Beacon goodwill and indefinite life intangible assetshave been impaired. The investment in UAC Foods has been impaired byR250,0 million.
	Impairment of intangible assets	(309,9)	(300,0)
	Impairment of investment in associate	(250,0)	–
	Impairment of property, plant and equipment	–	(34,8)
		(559,9)	(334,8)
4.	Abnormal items
	Once-off consulting fees	(132,0)	–
	Restructuring provision	(78,5)	–
	Proceeds from insurance claim	85,7	–
	Profit on disposal of property	73,0	11,0
	Proceeds from warranty claim settlement	28,4	–
		(23,4)	11,0
5.	Net finance costs and investment income
	Net interest paid	(179,7)	(297,0)
	Investment income	3,3	6,3
	Net foreign exchange (losses)/profit	(30,2)	128,6
	Net financing costs	(206,6)	(162,1)

	R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated#
6.	Taxation
	Tax rate reconciliation
	The reconciliation of the effective rate of taxation with the statutory taxationrate is as follows:	%	%
	Taxation for the year as a percentage of income before taxation	28,9	27,0
	Impairment of goodwill and intangibles	(3,7)	(1,9)
	Expenses and provisions not allowed for taxation	(0,9)	(0,9)
	Non-recognition of other current year timing differences	(0,2)	(0,4)
	Non-recognition of other prior year timing differences	–	(0,4)
	Additional investment allowances	0,5	0,4
	Prior year adjustments	0,6	–
	Withholding taxes	(1,0)	(1,2)
	Income from associates	3,5	5,4
	Effect of differing rates of foreign taxes	(0,1)	(0,2)
	Other sundry adjustments	0,4	0,2
	Rate of South African company taxation	28,0	28,0

Notes continued

	R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated#
7.	Analysis of profit from discontinued operationsIn the current year, the results of the discontinued operation (EATBI) and theresults of the held-for-sale business (Haco) were included in the profit for theyear as set out below. EATBI and Haco were previously accounted for withinthe segment referred to as "International operations – East Africa". The prioryear includes the results of the discontinued Tiger Branded Consumer Goods(TBCG).Profit for the year from discontinued operations (attributable to owners of the
	company)Revenue	561,2	2 556,8
	Expenses	(547,2)	(2 442,7)
	Operating income before impairments and abnormal itemsImpairmentsAbnormal items	14,0–97,9	114,1–49,7
	Operating income after impairments and abnormal itemsFinance costs	111,9(0,2)	163,8(99,5)
	Profit before taxationTaxation	111,7(6,7)	64,3(11,4)
	Profit for the year from discontinued operationsAttributable to non-controlling interest	105,03,3	52,99,6
	Attributable to owners of parent	108,3	62,5
	Cash flows from discontinued operationsNet cash inflows from operating activitiesNet cash inflows/(outflows) from investing activitiesNet cash (outflows)/inflows from financing activities	138,61,4(80,8)	363,6(65,9)90,5
	Net cash inflows	59,2	388,2

R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated#
8.Reconciliation between profit for the year and headline earnings
Continuing operations
Profit for the year attributable to owners of the parent	3 011,0	3 243,1
Profit on disposal of property, plant and equipment	(52,5)	(8,3)
Impairment of intangible assets	309,9	300,0
Impairment of investment in associate	250,0	–
Impairment of property, plant and equipment	–	25,3
Headline earnings adjustments – associates
– Profit on sale of non-current assets	(8,5)	(116,9)
Headline earnings for the year	3 509,9	3 443,2
Tax effect of headline earnings	15,5	(7,0)
Attributable to non-controlling interest	–	–
Discontinued operations
Profit for the year attributable to owners of the parent	108,3	62,5
Profit on disposal of subsidiary	(98,1)	(49,7)
Loss on disposal of property, plant and equipment	–	0,1
Headline earnings for the year	10,2	12,9
Tax effect of headline earnings	–	–
Attributable to non-controlling interest	–	–

Notes continued

	R'million	Audited yearended30 September2017	Audited yearended30 September2016Restated#
9.	Early adoption of IFRS 15 Revenue from Contracts with CustomersThe group has early adopted IFRS 15 Revenue from Contracts with Customersand therefore restated the comparatives applying the full retrospectivetransition method. The policies were changed in accordance with thetransitional provisions, but without making use of any of the practicalexpedients available during the first-time adoption of the standard. The impactof early adopting IFRS 15 resulted in a reallocation of costs in September2016 from selling and distribution of R105,6 million, marketing ofR41,3 million and cost of sales of R4,1 million to turnover, totallingR151,0 million. There has been no impact on the basic earnings per share orbasic headline earnings per share. The reconciliation of the adjustments tothe revenue comparatives are as follows:As previously reportedReclassified to discontinued operations in terms of IFRS 5Reallocation of costs due to early adoption of IFRS 15		31 697,5(958,3)(151,0)
	Restated revenue after reclassification		30 588,2

10. Subsequent events

On 23 November 2017, Tiger Brands was notified that the transaction regarding the disposal of Haco Tiger Brands (E.A.) Limited ("Haco") had been approved by the Competition Authorities in Kenya. The estimated profit or loss on disposal is not expected to be material.

Company information

Tiger Brands Limited

Registration number: 1944/017881/06 Incorporated in the Republic of South Africa Share code: TBS ISIN: ZAE000071080

Independent non-executive directors

KDK Mokhele (chairman), MO Ajukwu, SL Botha, MJ Bowman, M Makanjee, TE Mashilwane (appointed 1 December 2016), RD Nisbet, MP Nyama, YGH Suleman, BS Tshabalala (appointed 26 May 2017)

Executive directors

LC Mac Dougall (chief executive officer) NP Doyle (chief financial officer) CFH Vaux

Company Secretary

JK Monaisa (appointed 1 November 2017)

Investor Relations

N Catrakilis-Wagner (011) 840 4841

Postal address

PO Box 78056, Sandton, 2146, South Africa Telephone (011) 840 4000

Sponsor

JP Morgan Equities South Africa (Pty) Limited 1 Fricker Road, Corner Hurlingham Road, Illovo, 2196

Share registrars

Computershare Investor Services (Pty) Limited Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 PO Box 61051, Marshalltown 2107, South Africa. Telephone (011) 370 5000

HEAD OFFICE: SOUTH AFRICA

PHYSICAL ADDRESS Tiger Brands Limited, 3010 William Nicol Drive, Bryanston POSTAL ADDRESS

PO Box 78056, Sandton, 2146, South Africa