TIGER BRANDS LIMITED

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AUDITED CONDENSED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS 2018

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We nourish and nurture more lives every day

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Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page A
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Notice of annual general meeting of shareholders

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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 20
Condensed consolidated statement of
comprehensive income 21
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Condensed consolidated segmental information 22
Condensed consolidated statement of
fi nancial position 24
Condensed consolidated statement of cash fl ows 25
Condensed consolidated statement of changes
in equity 26
Other salient features 28
Notes 29
Company information IBC
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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’ offi ces, 3010 William Nicol Drive, Bryanston, 2191 at 14:00 on Tuesday, 19 February 2019.

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 fi nancial year ended 30 September 2018, as well as profi les of relevant directors form part of this notice of the AGM. The full set of the 2018 annual fi nancial statements and integrated report are available for viewing and may be downloaded from our website at www.tigerbrands.com. The integrated 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 offi ce on +27 11 840 4000 or email: [email protected].

Yours sincerely

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Khotso Mokhele Chairman

20 December 2018

Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Notice of annual general meeting of shareholders

(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-fourth (74th) Annual General Meeting of the shareholders of the Company (the AGM) will be held on Tuesday, 19 February 2019, at 14:00 (South African time), at 3010 William Nicol Drive, Bryanston, 2021, for the purpose of considering and, if deemed fi t, to pass and approve, with or without modifi cation, 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 JSE Listings Requirements (the Listings Requirements).

Date of issue: 20 December 2018

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

1. Presentation of the annual fi nancial statements

To present the consolidated audited annual fi nancial 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 2018.

The full audited consolidated annual fi nancial statements for the year ended 30 September 2018 are available on the Company’s website at www.tigerbrands.com.

2. Report of the social, ethics and transformation committee

The report of the social, ethics and transformation committee for the year ended 30 September 2018, as set out on pages 71 and 73 of the 2018 integrated report is presented to shareholders as required in terms of Regulation 43 of the Companies Act.

PART B – ORDINARY RESOLUTIONS

3. 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 since 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 GA Klintworth, be and is hereby elected as a director of the Company.”

4. Ordinary resolutions numbers 2.1 to 2.3 – 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 Ms M Makanjee be and is hereby elected as a director of the Company.”
2.2 “RESOLVED THAT Mr MP Nyama be and is hereby elected as a director of the Company.”
2.3 “RESOLVED THAT Ms TE Mashilwane be and is hereby elected as a director of the Company.”

The individual profi les of each of the directors available for re-election in resolutions 1.1 and 2.1 to 2.3 are included with this notice of the AGM.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 1

continued Notice of annual general meeting of shareholders

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 Ms TE Mashilwane be and is hereby elected as a member of the Company’s audit committee with effect from the end of this AGM.”
3.2 “RESOLVED THAT Mr MO Ajukwu be and is hereby elected as a member of the Company’s audit committee with effect from the end of this AGM.”
3.3 “RESOLVED THAT Mr MJ Bowman be and is hereby elected as a member of the Company’s audit committee with effect from the end of this 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 re-appointment of Ernst & Young Inc. as the Company’s auditors with Ahmed Bulbulia as the lead audit partner with effect from December 2018. Mr W Kinnear stepped down as the lead audit partner following the completion of his 5 year term in November 2018. Ernst & Young have been auditors of the Company for 15 years. 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 other regulations, and accordingly nominates Ernst & Young Inc. for reappointment as auditor of the Company.

4 “RESOLVED THAT Ernst & Young Inc. be and are hereby appointed auditors of the Company until the conclusion of the next AGM.”

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 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 and sign all documents and to do all such further acts 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.”

8. Ordinary resolution number 6 – approval of amendments to the Company’s Long-Term Incentive Plan

6 “RESOLVED THAT, subject to the approval of the JSE Limited (the “JSE”), the Tiger Brands Limited 2013 Share Plan (the “2013 Share Plan”) is hereby amended by the deletion of the existing clause 23.2 of the 2013 Share Plan and the replacement thereof with the following new clause 23.2 –

23.2 Notwithstanding anything to the contrary contained herein, any Allocation, Award or Grant, whether or not Vested, Exercised or Settled, shall lapse or be reduced, in part or in whole (and the relevant portion recovered from a Participant to the extent already Settled), if the Board, in its sole and absolute discretion, determines that a Participant (whether currently employed by the Group or not) has committed an act which would justify summary dismissal in terms of any Applicable Law, or that a Participant has committed any act which is detrimental to the Group, which acts shall include, but not be limited to –
23.2.1 a material mis-statement of financial results;
23.2.2 misconduct, incompetence, fraud and/or dishonesty;
23.2.3 negligence or material breach of the Participant’s obligations to the Group;
23.2.4 deliberate harm to the Group’s reputation; and
23.2.5 a material failure in relation to risk management.”

Page 2 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Explanation and effect of ordinary resolution number 6:

The 2013 Share Plan was adopted by the shareholders of the Company on or about 12 February 2013. Clause 23.2 of the 2013 Share Plan currently provides for an Allocation, Award or Grant, whether Vested or not, to lapse if the Board, in its sole and absolute discretion, determines that the Participant has committed an act which would justify dismissal in terms of any Applicable Law or that a Participant has committed an act which is detrimental to the Group. The effect of the existing clause 23.2 and the power of the Board in these circumstances is binary in nature. The Board must either determine that the relevant Allocation, Award or Grant shall have lapsed or not. There is no scope to reduce the Allocation, Award or Grant in a manner commensurate to the relevant act or offence of the Participant in question. Accordingly, the Board has determined that, in order to avoid the disproportionate and/or inequitable consequences (for the Participant or the Group, as the case may be) that may result from the application of clause 23.2 in its current form, the Board, acting through the Remuneration Committee should have greater flexibility to reduce an Allocation, Award or Grant to an appropriate level as justified by the circumstances in question. It is for this reason that the amendment in ordinary resolution number 6 above has been proposed. If approved, the effect will be to grant the necessary flexibility to the Board and the Remuneration Committee in order to better achieve the purposes of the 2013 Share Plan, as set out in accordance with clause 2 of the 2013 Share Plan and, in particular, the Board will be able to take into account the central tenets of the “Clawback and Malus” policy as summarised on page 83 of the report of the Remuneration Committee that will be implemented by the Group. It is intended that this amendment, if approved, will apply to all allocations, awards and grants made on or after 1 October 2018 and will not affect the Vested rights of any Participant as at the date of adoption without their prior written consent.”

In terms of clause 30 of the 2013 Share Plan the Board has the power to amend the provisions of the 2013 Share Plan, subject to the prior approval (if required) of the securities exchange on which the shares of the Company are listed for the time being and provided that no amendment to the provisions of the 2013 Share Plan relating to “the basis of Allocations, Awards and Grants” in terms of the Rules of the 2013 Share Plan shall be competent unless it is approved by an ordinary resolution passed by at least 75% of the total votes of shareholders represented at a general meeting of the Company, excluding all of the votes attached to the shares owned and controlled by existing participants of the 2013 Share Plan. Accordingly, although this is proposed as an ordinary resolution, it requires a 75% majority approval in order to be valid in accordance with clause 30 of the 2013 Share Plan and in accordance with the JSE Listings Requirements. If approved, the effect of the resolution will be to amend clause 23.2 of the 2013 Share Plan as set out above.

PART C – NON-BINDING ADVISORY VOTES

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

To consider and endorse by way of a non-binding advisory vote, the Company’s remuneration policy, as set out on pages 76 to 86 of the 2018 integrated report. The 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.

7 “RESOLVED THAT, the remuneration policy as set out in the 2018 integrated report be and is hereby approved.”

10. Ordinary resolution number 8 – endorsement of the implementation report of the remuneration policy

To consider and endorse by way of a non-binding advisory vote, the implementation report of the Company’s remuneration policy, as set out on pages 87 to 100 of the 2018 integrated 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.

8 “RESOLVED THAT, the implementation report of the remuneration policy for the year ended 30 September 2018 be and is hereby approved.”

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 3

continued Notice of annual general meeting of shareholders

PART D – SPECIAL RESOLUTIONS

11. 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, 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, subordination of a loan/claim 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 interrelated 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. 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.”

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 the nature 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.

12. 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 as outlined below:

2.1 “RESOLVED THAT the remuneration payable to non-executive directors be increased to R418 173 per annum.”

2018	fee*	2019	proposed fee*
R398	260	R418	173

2.2 “RESOLVED THAT the remuneration payable to the chairman of the board be increased to R1 941 990 per annum.”

“RESOLVED THAT the remuneration payable to the chairman of	the board be increased to R1 941 990 per annum.”
2018 fee*	2019proposed fee*
R1 849 515	R1 941 990

* 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 under special resolutions 2.1 and 2.2 is to be effective from 1 March 2019 and to be paid quarterly in arrears.

Page 4 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

13. 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 approved as outlined hereunder:

outlined hereunder:
	2018	fees*	2019 proposed fees*
	Chairman	Member	Chairman	Member
	R	R	R		R
Audit committee	302 676	173 815	326 890	186	851
Remuneration committee and nominations committee 220 971		99 842	229 810	107	331
Risk and sustainability committee	280 621	142 404	290 443	148	100
Social, ethics and transformation committee	182 347	91 173	195 111	98	467

* 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 is to be effective from 1 March 2019 and to be paid quarterly in arrears.

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 non-executive 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 after a recommendation of 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.

14. Special resolution number 4 – approval of remuneration payable to non-executive directors in respect of unscheduled meetings

“RESOLVED THAT non-executive directors be paid an amount of R22 103 per meeting in respect of special meetings of the board”.

the board”.
Meeting	2018	fees*	2019	proposed	fees*
Extraordinary	R20	951		R22	103

* 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.

Reasons for and effect of special resolution number 4

From time to time, directors may be called upon to attend unscheduled meetings as part of the fulfilment of their role as directors of the Company. It is considered fair that directors should be compensated for the attendance of such meetings.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 5

continued Notice of annual general meeting of shareholders

15. Special resolution number 5 – approval of remuneration payable to non-executive directors in respect of extraordinary additional work undertaken

“RESOLVED THAT non-executive directors be paid an amount of 4 396 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”.

Executive Offcer”.
Meeting	2018 fees*	2019proposed fees*
Hourly fees	R4 167	R4 396

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.

Reasons for and effect of special resolution number 5

In performing their duties as directors of the Company, the non-executive directors may be required to undertake additional work as part of their normal duties. However, should in exceptional and extraordinary circumstances hourly fees be required to be paid, from a governance point of view it is considered appropriate that the Chief Executive Officer determine whether such additional fees may be warranted.

16. Special resolution number 6 – 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 number 2, 3, 4 and 5.”

This resolution is conditional upon special resolutions 2, 3, 4 and 5 being passed.

Michael Ajukwu and Gail Klintworth are currently the only directors who are not residents of South Africa. Michael Ajukwu is also a member of the Risk and Sustainability committee. In the event of this resolution being passed, they will individually receive a fee of R961 798 as directors and Mr Ajukwu will receive R340 629 as a member of the Risk and Sustainability committee.

committee.
Meeting 2018 fees	2019proposed fees*
Board R915 998	R961 798
Risk and sustainability committee R327 528	R340 629

The proposed remuneration adjustment is effective 1 March 2019.

Reasons for and effect of special resolution number 6

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 recommendations of the remuneration committee.

17. 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, the Listings Requirements and the MOI, and subject to the following conditions:

17.1 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;
17.2 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;
17.3 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;

Page 6 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

17.4 That any acquisition of shares, in terms of this authority, may not be made at a price greater than 5% (five percent) above the weighted average market value of the shares over the 5 (five) business days immediately preceding the date on which the acquisition is effected;
17.5 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;
17.6 That an announcement on the Securities Exchange News Service (SENS) 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;
17.7 After considering the effects of a maximum repurchase, the directors are of the opinion that:
17.7.1 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;
17.7.2 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;
17.7.3 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 annual general meeting to meet the group’s current and foreseeable future requirements; and
17.8 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 Listing Requirements for the acquisition by the Company or one of its subsidiaries, of the Company’s own shares on the terms set out above.

In terms of paragraph 5.72(c) of the Listings Requirements, a special resolution is required to approve a general repurchase by the Company of its securities, which shall be valid only until the next annual general meeting, but shall not be valid for a period greater than 15 (fifteen) months from the date of the passing of this resolution.

In terms of the Act, the Board must make a determination to acquire its shares only if it reasonably appears that the Company will satisfy the solvency and liquidity test immediately after completing the proposed acquisition and the Board has acknowledged by resolution, that it has applied, and reasonably concluded that the Company will satisfy, the solvency and liquidity test immediately after completing the proposed acquisition in accordance with the Act.

This general authority to acquire the Company’s shares replaces the general authority granted at the annual general meeting of the Company held on 20 February 2018.

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 2018 integrated l report.

Directors’ responsibility statement

The directors, whose names are given on page 2 of the 2018 integrated 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 2018 integrated report contains all information required by law and the Listings Requirements.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 7

continued Notice of annual general meeting of shareholders

Shareholders’ analysis as at 30 September 2018

The details relating to major shareholders and share capital of the Company are given on page 102 and 103 of the 2018 integrated report.

Materiality and Litigation statement

There are no material changes to the financial or trading position of the Company and/or the group, save for the pending class action for which there is insurance coverage, there are not any legal or arbitration proceedings, that may affect the financial position of the group since 30 September 2018 to the date of this notice.

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, 14 December 2018.

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, 8 February 2019.

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, 5 February 2019.

Attendance, voting and proxies

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.
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.
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.
Attention is drawn to the notes attached to the form of proxy.
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 (Pty) 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 14h00 on Friday, 15 February 2019, provided that proxies which are not delivered timeously to the registered office or transfer secretaries, may be handed to the chairman of the AGM prior to the commencement of the AGM.

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

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.
In terms of the Companies Act, more than 50% (fifty percent) 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.
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.

Page 8 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Electronic participation

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, 25 January 2019, indicating that they wish to participate and vote at the AGM via electronic communication (the electronic participation notice).
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, 13 February 2019, 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:

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
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

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JK Monaisa Company Secretary

20 December 2018 Bryanston

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 9

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

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Maya Makanjee (56)

BA (fi ne arts), BCom, MBL (cum laude)

Appointed: 1 August 2010

External directorships

Non-executive director of Mpact Limited, Truworths International Limited, Datatec, AIG SA Group, trustee of Nelson Mandela Foundation.

Area of expertise and contribution

FMCG, general management, corporate governance, human resources, ICT, marketing, remuneration, stakeholder relations and strategy.

Makhup Nyama (61)

BCom, MBA, diploma in marketing management Appointed: 1 August 2010

External directorships

Director of Marsh Inc, Zensar SA, Makhup Properties, Kapela Holdings and its subsidiaries. Area of expertise and contribution

General management, corporate governance, human resources, ICT, remuneration and risk.

Emma Mashilwane (43)

BCompt, BCom (hons), CA(SA), MBA, Global Executive Development Programme Appointed: 1 December 2016

External directorships

Non-executive director of Murray & Roberts, Famous Brands. Co-founder and CEO of MASA Risk Advisory Services.

Area of expertise and contribution

Auditing and accounting, corporate fi nance, banking and fi nance, governance, fast-moving consumer goods, corporate fi nance, FMCG, general management, corporate governance and risk. Mark Bowman (52)

BCom, MBA

Appointed: 1 June 2012

External directorships

Non-executive director of Dis-Chem and Mr Price Group and director of Signall Mill Products. Area of expertise and contribution

FMCG, general management, corporate governance, human resources, mergers and acquisitions, remuneration, risk, sales and strategy.

Michael Ajukwu (62) BSc(fi nance), MBA

Appointed: 31 March 2015

External directorships

Non-executive director of Intafact Beverages (subsidiary of SABMiller) in Nigeria, Sterling Bank plc and Novotel: Port Harcourt, Nigeria (member of Accor Hotels group).

Area of expertise and contribution

Corporate fi nance, banking and fi nance, FMCG, general management and stakeholder relations.

Gail Klintworth (55)

BA (industrial psyhology, MSt (sustainability leadership)

Appointed: 16 August 2018

External directorships

Partner at SYSTEMIQ. Non-executive director of GlobeScan, advisory board member to MAS Holdings and NESTE, advisory group member for SIG, advisory council member of Wheeler Business and Development Institute, London Business School.

Area of expertise and contribution FMCG, general management, corporate governance, marketing, risk, stakeholder relations, strategy and sustainability.

Page 10 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

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

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, 19 February 2019, 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).
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.
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.
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.
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.

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.
Please 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:

(Name in block letters)

of (insert address): being a holder of shares in the issued share capital of the Company, entitled to vote, do hereby appoint: or, failing him/her,

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, 19 February 2019 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.)

		Numberofvotes
	*In favour of resolution	*Against resolution	*Abstain from voting
PART B–ORDINARY RESOLUTIONS
Ordinary resolution number 1.1–election of director
1.1 To elect Ms GA Klintworth
Ordinary resolutions numbers 2.1 to 2.3–re-election of directors
2.1 To re-elect Ms M Makanjee
2.2 To re-elect Mr MP Nyama
2.3 To re-elect Ms TE Mashilwane
Ordinary resolution numbers 3.1 to 3.3–Election of the members of the audit committee
3.1 To elect Ms TE Mashilwane
3.2 To elect Mr MO Ajukwu
3.3 To elect Mr MJ Bowman
Ordinary resolution number 4–To reappoint the external auditors Ernst & Young Inc
Ordinary resolution number 5–general authority
Ordinary resolution 6–Approval of amendments to the Company’s Long-Term Incentive Plan
PART C–NON-BINDING ADVISORY VOTES
Ordinary resolution 7–Endorsement of the Company’s remuneration policy
Ordinary resolution 8–Endorsement of the implementation report of the Company’s remuneration policy
PART D–SPECIAL RESOLUTIONS
Special resolution number 1
Approval to provide fnancial 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
Special resolution number 5
Approval of remuneration payable to non-executive directors in respect of extraordinary additional work undertaken
Special resolution number 6
Approval of non-resident directors’fees
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 ft.) Signed at on			2019
Signature Assisted byme (where applicable)
(state capacity and full name)

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.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 11

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

Each shareholder may attend the AGM in person.
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.
An individual appointed as a proxy need not also be a shareholder of the Company.
The proxy appointment must be in writing, dated and signed by the shareholder.
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 (Pty) 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 14h00 on Friday, 15 February 2019, provided that proxies which are not delivered timeously to the registered office or transfer secretaries, may be handed to the Chairman of the AGM before the commencement of the AGM.
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, 19 February 2019, at 14:00, or at any adjournment(s) thereof, unless it is revoked earlier in accordance with paragraphs 7 and 8 below.
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.
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).
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 14h00 on Friday, 15 February 2019 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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.

Page 12 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

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AUDITED GROUP RESULTS AND DIVIDEND DECLARATION FOR THE YEAR ENDED 30 SEPTEMBER 2018

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We nourish and nurture more lives every day

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Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 13
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Salient features*

Tiger Brands’ full year performance was impacted by the suspension of operations at Value Added Meat Products (VAMP) and a challenging trading environment

Revenue declined by 9% to R28,5 billion

Group operating income declined by 28% to R3,3 billion**

Group operating margin** down 310bps to

11,7%

HEPS down 26% to 1 587 cents per share

Dividend unchanged at 1 080cps

Dividend cover reduced to

based on HEPS 1,75x

Oceana Group Limited (Oceana) stake to be unbundled

* From continuing operations.

** Before IFRS 2 charges.

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Page 14 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Commentary

Overview

Tiger Brands’ results refl ect the depressed consumer environment, which deteriorated further in the second half of the year. South Africa slipped into a technical recession during the second quarter of 2018 and the Rand weakened signifi cantly adding to the pressure on consumer spending. At the same time, input costs started to increase signifi cantly. Despite this cost push, the market was characterised by manufacturer restraint on pricing in an attempt to minimise consumer infl ation and maximise volumes. In addition, the group’s VAMP division had a material impact on the results following the suspension of operations for the entire second half of the fi nancial year.

The increase in VAT and further increases in the cost of transport and essential services weakened consumer demand in all categories except maize, where increased supply and price defl ation stimulated demand. Domestic revenue fell by 9%, with volumes down 5% and price defl ation of 4%. The suspension of operations at VAMP contributed 4% to the volume decline. The balance of the volume decline refl ected a worse than expected performance in Groceries and Home and Personal Care. This was partially offset by volume and market share growth in Grains. Disappointingly, the positive volume performance in Grains was not refl ected in operating income due to category defl ation and increases in the cost of essential services resulting in margin pressure. Domestic operating income therefore declined by 28% to R3,0 billion.

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The impact of volume declines and pricing pressures on the group’s gross margins was partially offset by another year of record savings in procurement and ongoing supply chain effi ciencies. Gross margins declined by 90 basis points (bps) to 32,5%.

Total revenue for the Exports and International businesses declined by 10% to R3,8 billion, whilst operating income reduced by 32% to R270 million. This result was infl uenced by a positive performance from our African exports, which grew both revenue and profi t. The Deciduous Fruit business had a disappointing year, with lower fruit yields and declining volumes, resulting in an operating loss for the year.

During the year, asset impairments of R262 million were accounted for. These were recognised following a detailed evaluation of intangible assets within the Personal Care division, as well as a review of the carrying value of Deli Foods’ operating assets in view of its loss making position.

The abnormal losses of R422 million include the signifi cant impact of the VAMP product recall in the current year of R380 million (net of insurance recoveries).

Income from associates increased by 37% to R731 million, with all associates reporting improved performances in local currency. Particularly strong performances were delivered by Oceana and Carozzi. Oceana benefi ted from a once-off deferred tax adjustment following the reduction in the Federal Corporate Tax rate from 35% to 21% in the United States, effective 1 January 2018. Tiger Brands’ equity accounted share of this benefi t amounted to R79 million for the year.

Net fi nancing costs of R34 million benefi ted from a reduction in net interest costs of R125 million, due to lower average debt levels. A net foreign exchange gain of R21 million was realised compared to a loss of R30 million in the previous year, due to the weakening of the Rand in the latter part of the year.

The effective tax rate before abnormal items, impairments and income from associates increased to 30,2% from 28,9% largely due to the non-recurrence of investment allowances claimed on qualifying capital projects in 2017.

Headline earnings per share (HEPS) from continuing operations declined by 26% to 1 587 cents (2017: 2 155 cents), while earnings per share (EPS) from continuing operations decreased by 21% to 1 451 cents (2017: 1 848 cents).

HEPS from total operations decreased by 26% to 1 589 cents (2017: 2 161 cents).

EPS from total operations reduced by 24% to 1 458 cents (2017: 1 915 cents).

Excluding VAMP’s trading results and the product recall costs from the current and prior year, HEPS from continuing operations declined by 11% to 1 881 cents (2017: 2 109 cents). Similarly, EPS from continuing operations declined by 2% to 1 760 cents (2017: 1 802 cents).

Operating performance

Grains

Revenue declined by 4% to R12,8 billion, refl ecting signifi cant price defl ation of 7% while overall volumes grew by 3%. The increase in volumes was not suffi cient to offset the impact of margin pressures, with operating income declining by 20% to R1,9 billion. The operating margin reduced to 14,8%. In one of its most challenging years yet, the Grains division managed to maintain overall market share and improved its share in a number of categories, including fl our, bread and rice.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 15

continued Commentary

Revenue in Milling and Baking decreased by 7%, influenced by price deflation across the entire segment, and particularly in maize (24%). Operating income declined by 17% to R1,5 billion. The wheat-to-bread value chain, which maintained overall volumes for the year, was unable to sustain its first half performance due to market dynamics restricting cost push recovery in the second half.

Other Grains recorded revenue growth of 2% to R3,9 billion, including 9% volume growth. The strong growth in volumes in this segment was driven by an outstanding performance in rice, with Tastic reflecting improved market share. Pasta and noodles also delivered a solid performance. However, the operating income decline of 32% to R342 million reflects the intensity of competition in the main meal carbohydrate segment.

Consumer Brands – Food

Excluding the significant impact of the suspension of the VAMP operations, revenue in Consumer Brands – Food declined by 3%, in line with volume declines, and with virtually no inflation in this segment. Excluding VAMP, operating income declined by 8% to R1,1 billion.

At Groceries, the impact of the volume declines and competitive market pricing, resulted in an operating income decline of 27% to R432 million. Contributing factors were supply constraints in condiments and spreads and the growth of private label on the back of extremely competitive import pricing.

Snacks & Treats’ volumes slowed significantly in the second half, particularly in channels servicing lower income groups. Despite share gains in chocolate (slabs and countlines), revenue declined by 4% to R2,1 billion. The lower volumes, coupled with an adverse product mix, resulted in operating income decreasing by 6% to R305 million.

The Beverages business continued to perform strongly throughout FY18, with revenue increasing by 8% and operating income by 48% to R213 million, benefiting from the previous year’s investments in cost containment initiatives and improved factory efficiencies.

VAMP’s performance was severely impacted by the wellpublicised closure of its facilities in early March 2018. As a consequence, revenue declined 52% to R1,1 billion, while an operating loss of R252 million was incurred. The cessation of operations at VAMP allowed us to undertake refurbishments at our production facilities and allocate dedicated time for employee training and education, which culminated in the re-opening of our Germiston facility on 12 October 2018. The Clayville abattoir will supply the raw material requirements for the Germiston facility, as well as fresh meat cuts to the market. In addition, it will continue to contract slaughter on

behalf of approved pig suppliers. The Enterprise meat canning operation, which is a separate unit on the Polokwane site, re-commenced production on 12 September 2018.

Structural refurbishments have been completed at the Polokwane facility and it is currently being assessed by the Capricorn Municipality. Full production will commence once we have received all the required regulatory approvals.

Home, Personal Care and Baby (HPCB)

The poor performance of HPCB continued through the second half, with overall revenue down by 16% to R2,2 billion. All three categories were affected by price deflation and volume declines. The deleveraging impact of this volume loss was primarily responsible for the 45% reduction in operating income to R341 million.

Revenue in Personal Care declined by 10% to R616 million. An intensely competitive trading environment resulted in operating income decreasing by 53% to R65 million.

Revenue in Baby declined by 10% to R796 million, while operating income fell by 36% to R133 million. This performance was impacted by lower sales volumes, an unfavourable sales mix and the concomitant pressure on factory overhead recoveries. The new baby food pouch line was successfully commissioned in June 2018, contributing to volume growth of 30%.

Despite market share gains in key segments of the Home Care division, lower consumer demand resulted in higher than expected trade stocks going into the peak pest season. This resulted in revenue and operating income declines of 25% and 48%, respectively. Lower production levels had an adverse effect on factory recoveries, while competitor pricing put pressure on margins.

Exports and International

Total revenue for the Exports and International businesses declined by 10% to R3,8 billion, while operating income reduced by 32% to R270 million.

The Deciduous Fruit business was the major contributor to the reduction in operating income. Revenue declined by 20% due to lower volumes and a drop in fruit yields following the severe drought in the Western Cape. An operating loss of R128 million was incurred in the year (2017: R13 million operating income).

The Exports business produced a good performance with revenue increasing by 4% to R1,8 billion. This growth was achieved despite ongoing macro-economic headwinds, including foreign currency shortages, weak consumer demand, as well as regulatory changes in the group’s core markets. Operating income increased by 6% to R290 million.

Page 16 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

In an increasingly challenging environment, Chococam recorded 3% growth in revenue in local currency terms. Revenue in Rand terms increased by 7% to R882 million. Operating income increased by 8% in Rand terms to R159 million (4% in local currency), assisted by growth from innovation, tight cost management and favourable procurement positions.

Deli Foods recorded a further operating loss of R51 million, following a reduction in revenue of 61% reflecting ongoing market challenges. Several cost-saving initiatives have been implemented and management changes made in the second half.

Cash flow and capital expenditure

Cash generated from operations decreased by 46% to R3,3 billion. Working capital was predominantly impacted by strategic raw material purchases coupled with higher inventory holdings, reflective of challenges with forecasting due to constrained consumer demand. Capital expenditure disbursed during the year amounted to R720 million.

Final dividend

Taking into account the company’s strong balance sheet and the once-off impact of the cessation of operations at VAMP, including the costs of the product recall, a gross final cash dividend of 702 cents per share has been declared for the year ended 30 September 2018. This, together with the interim dividend of 378 cents per share, brings the total dividend for the year to 1 080 cents, which is unchanged from last year.

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

Dividend policy

In recognition of the company’s low gearing levels and strong cash generating capabilities, the board has decided to change the company’s dividend policy, from a 2x cover (based on HEPS) to 1,75x for the foreseeable future, in the absence of any significant corporate activity.

Change in directorate

Ms Swazi Tshabalala resigned as an independent nonexecutive director on 15 August 2018, following her appointment as vice president of finance and chief financial officer for the African Development Bank. She also stepped down as a member of the Risk and Sustainability Committee.

Ms Gail Klintworth became an independent non-executive director on 16 August 2018. Her knowledge and experience in sustainability matters in our industry are important additions to the skills set of the board, and we look forward to her future contributions.

Mr Rob Nisbet resigned as an independent non-executive director on 7 September 2018. He also stepped down as chairman of the Audit Committee, as well as a member of the Investment and Risk and Sustainability Committees. Ms Emma Mashilwane, a current member of the Audit Committee, replaced Rob as chairman and Mr Mark Bowman joined the committee as an independent non-executive director on 2 November 2018.

Mr Yunus Suleman resigned as independent non-executive director effective 22 November 2018. He also steps down as a member and chairman of the Risk and Sustainability Committee, as well as a member of the Audit and Investment Committees.

Listeria update

The National Listeria crisis was devastating for Tiger Brands as a company, for our people, but most importantly for the affected families.

Our deepest and heartfelt thoughts remain with those who lost their loved ones and who are otherwise affected by this crisis.

Tiger Brands launched the country’s first Centre for Food Safety in collaboration with Stellenbosch University, setting aside R10 million for the Centre’s operations. The Centre will conduct food science and food safety research to provide expert opinion and academic support to the industry, and to help government ensure that food safety regulations are based on sound scientific evidence. It will also play a leading role in consumer education on food-related issues.

The Listeria Class Action referred to in the company’s SENS announcement dated 14 August 2018 has not yet been certified.

Following the certification of the claim and the members of the classes, it is anticipated that a quantified claim will be instituted against the company.

The company has product liability insurance cover appropriate for a group of its scale. Coverage has been confirmed by the Insurers, subject to the terms and limits of the policy. The policy will accordingly respond to the claim within its term in the event that the company is held liable.

Strategy update

Notwithstanding the noted challenges in the review period, we believe the approved strategy is compelling and relevant.

During the year, we continued to build a sound foundation for future growth by improving internal processes and enhancing capability and capacity to execute our strategy. New executive leadership has joined our team with the appointment of a chief growth officer for Africa, a new chief marketing officer, chief strategy officer and a new chief human resources officer.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 17

continued Commentary

Areas of focus in 2019 will include embedding the new operating model and implementation of the group’s Africa strategy. This complements the group’s South Africa strategy and supports the local operations, our current Exports business and the operations in Cameroon and Nigeria.

We are confident that the strategy will unlock the full potential of Tiger Brands and create value for all stakeholders.

Unbundling of Oceana

The company’s investment in associates formed an integral part of the strategic review. To this end, the Tiger Brands board has decided, to pursue an unbundling of its entire shareholding in Oceana Group Limited (Oceana). The decision was taken following a review of Oceana’s fit with the group’s core business undertakings. The approximate implementation date of the unbundling is April 2019. The detailed terms of the unbundling are expected to be published shortly before the implementation date.

Outlook

The economic outlook for 2019 remains challenging with no signs of a significant recovery in economic growth or consumer confidence.

We remain committed to the growth of our power brands, with a relentless focus on driving our cost conscious culture and developing a great place to work for all our employees, which we believe will result in superior returns and a beneficial outcome for all our stakeholders.

By order of the board

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KDK Mokhele LC Mac Dougall Chairman Chief executive officer

Bryanston 21 November 2018 Date of release: 22 November 2018

Page 18 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Declaration of final dividend number 148

The board has approved and declared a final gross cash dividend of 702 cents per ordinary share in respect of the year ended 30 September 2018.

The dividend will be subject to the dividends tax that was introduced with effect from 1 April 2012.

In accordance with paragraphs 11.17(a)(i) to (x) and 11.17(c) of the JSE Listings Requirements the following additional information is disclosed:

›› The dividend has been declared out of income reserves;
›› The local dividends tax rate is 20% (twenty percent) effective 22 February 2017;
›› The gross local dividend amount is 702 cents per ordinary share for shareholders exempt from the dividends tax;
›› The net local dividend amount is 561,60 cents per ordinary share for shareholders liable to pay the dividends tax;

›› Tiger Brands has 189 818 926 ordinary shares in issue (which includes 10 326 758 treasury shares); and

›› Tiger Brands Limited’s income tax reference number is 9325/110/71/7.

Shareholders are advised of the following dates in respect of the final dividend:

› Tiger Brands has 189 818 926 ordinary shares in issue (which includes 10 326 75 › Tiger Brands Limited’s income tax reference number is 9325/110/71/7. Shareholders are advised of the following dates in respect of the fnal dividend:	8 treasury shares); and
Declaration date	Thursday, 22 November 2018
Last day to trade cum the fnal dividend	Tuesday, 8 January 2019
Shares commence trading ex the fnal dividend	Wednesday, 9 January 2019
Record date to determine those shareholders entitled to the fnal dividend	Friday, 11 January 2019
Payment date in respect of the fnal dividend	Monday, 14 January 2019

Share certificates may not be dematerialised or re-materialised between Wednesday, 9 January 2019 and Friday, 11 January 2019, both days inclusive.

By order of the board

==> picture [97 x 36] intentionally omitted <==

JK Monaisa Secretary

Bryanston 21 November 2018

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 19

Condensed consolidated income statement

R’million	Notes	Audited year ended 30 September 2018	Audited year ended 30 September 2017
Continuing operations Revenue Cost of sales Gross proft Sales and distribution expenses Marketing expenses Other operatingexpenses Operating income before impairments and abnormal items Impairments Abnormal items Operating income after impairments and abnormal items Net fnance costs and investment income Income from associated companies Proft before taxation Taxation Proft for theyear from continuingoperations Discontinued operations Proft for theyear from discontinued operations Proft for theyear	2 3 4 5 6 7	28 473,9 (19 229,5) 9 244,4 (3 675,8) (844,7) (1 485,1) 3 238,8 (261,6) (422,1) 2 555,1 (31,7) 730,7 3 254,1 (837,0) 2 417,1 14,2 2 431,3	31 297,9 (20 856,4)
			10 441,5 (3 596,4) (771,4) (1 549,7)
			4 524,0 (559,9) (23,4)
			3 940,7 (206,6) 533,3
			4 267,4 (1 234,4)
			3 033,0
			105,0
			3 138,0
Attributable to: Owners of the parent – Continuing operations – Discontinued operations Non-controlling interests – Continuing operations – Discontinued operations		2 401,1 2 390,2 10,9 30,2 26,9 3,3 2 431,3	3 119,3
			3 011,0 108,3
			18,7
			22,0 (3,3)

			3 138,0
Basic earnings per ordinary share (cents) – Continuing operations – Discontinued operations Diluted basic earnings per ordinary share (cents) – Continuing operations – Discontinued operations Headline earnings per ordinary share (cents) – Continuing operations – Discontinued operations Diluted headline earnings per ordinary share (cents) – Continuing operations – Discontinued operations		1 457,7 1 451,1 6,6 1 451,2 1 444,6 6,6 1 588,8 1 586,7 2,1 1 581,7 1 579,6 2,1	1 914,9
			1 848,4 66,5
			1 877,3
			1 812,1 65,2
			2 161,0
			2 154,7 6,3
			2 118,4
		1 579,6	2 112,3 6,1
		2,1

Page 20 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Condensed consolidated statement of comprehensive income

R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
Proft for the year Other comprehensive loss, net of tax Net (loss)/gain on hedge of net investment in foreign operation1 Foreign currency translation (FCTR) adjustments1 Share of associates other comprehensive losses and FCTR1 Net gain on cash fow hedges1 Net gain on available for sale fnancial assets1 Remeasurement raised in terms of IAS 19R2 Tax effect Total comprehensive income for theyear,net of tax	2 431,3 (108,5) (7,9) 24,0 (171,1) 26,5 8,6 20,9 (9,5) 2 322,8	3 138,0 (104,9)
		3,8 (122,7) (86,2) 25,0 13,0 81,4 (19,2)

		3 033,1
Attributable to: Owners of the parent Non-controllinginterests	2 283,9 38,9 2 322,8	3 025,2 7,9
		3 033,1

1 Items that may be subsequently reclassified to profit or loss including the related tax effects, with the exception of R24,3 million (2017: R7,3 million) relating to the share of associates’ other comprehensive income. During the current year, R13,2 million of the foreign currency translation reserve relating to Haco, was reclassified to profit or loss, as well as R4,9 million (2017: R1,9 million) on the available-for-sale financial asset derecognised in terms of the Black Managers Trust Participation Rights Scheme.

2 Comprises a net actuarial gain of R24,5 million (2017: R65,0 million) and unrecognised loss due to asset ceiling of R3,6 million (2017: R16,4 million gain).

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 21

Condensed consolidated segmental information

R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
Revenue Domestic operations Grains Milling and Baking Other Grains Consumer Brands – Food Groceries Snacks & Treats Beverages Value Added Meat Products Out of Home Home, Personal Care and Baby (HPCB) Personal Care Baby Care Home Care Exports and International Exports International operations – Central Africa (Chococam) International operations – West Africa (Deli Foods) Deciduous Fruit (LAF) Other intergroup sales Continuing operations Discontinued operations – East Africa Total revenue	24 706,5	27 109,0

	12 753,5 8 889,2 3 864,3 9 727,4 4 747,5 2 060,6 1 294,7 1 065,5 559,1 2 225,6 615,5 795,9 814,2	13 309,4 9 519,7 3 789,7 11 148,0 5 008,4 2 157,2 1 203,6 2 243,1 535,7 2 651,6 682,5 888,0 1 081,1
	8 889,2
	3 864,3

	4 747,5
	2 060,6
	1 294,7
	1 065,5
	559,1

	615,5
	795,9
	814,2

	3 767,4	4 188,9
	1 820,4 881,7 109,2 1 303,9 (347,8)	1 747,3 821,3 280,3 1 620,1 (280,1)




	28 473,9 42,9 28 516,8
		31 297,9 561,2

		31 859,1

Page 22 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

continued Condensed consolidated segmental information

R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
Operating income before impairments and abnormal items Domestic operations Grains Milling and Baking Other Grains Consumer Brands – Food Groceries Snacks & Treats Beverages Value Added Meat Products Out of Home Home, Personal Care and Baby (HPCB) Personal Care Baby Care Home Care Other* Exports and International Exports International operations – Central Africa (Chococam) International operations – West Africa (Deli Foods) Deciduous Fruit (LAF) Total operating income before IFRS 2 charges IFRS 2 charges Total operating income after IFRS 2 charges Discontinued operations – East Africa Total operatingincome	3 050,8	4 235,5

	1 886,0 1 544,2 341,8 827,9 432,4 304,8 212,5 (252,0) 130,2 341,4 64,7 132,5 144,2 (4,5)	2 361,2 1 858,9 502,3 1 280,2 588,6 323,5 144,0 104,2 119,9 622,6 138,6 207,7 276,3 (28,5)
	1 544,2
	341,8

	432,4
	304,8
	212,5
	(252,0)
	130,2

	64,7
	132,5
	144,2

	269,9	398,8
	289,7 159,0 (50,5) (128,3)	272,9 147,2 (34,5) 13,2



	3 320,7 (81,9) 3 238,8 11,0 3 249,8	4 634,3 (110,3)

		4 524,0 14,0

		4 538,0

* Includes the corporate office and management expenses relating to international investments. All segments operate on an arm’s length basis in relation to inter-segment pricing.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 23

Condensed consolidated statement of financial position

R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
ASSETS Non-current assets Property, plant and equipment Goodwill Intangible assets Investments Deferred taxation asset Current assets Inventories Trade and other receivables Cash and cash equivalents Assets classifed as held for sale Total assets	13 165,4 4 599,2 1 695,4 1 751,8 5 102,2 16,8 10 763,0 5 064,0 4 117,9 1 581,1 – 23 928,4	12 949,5
		4 588,4 1 774,2 1 822,8 4 720,1 44,0
		10 665,0
		4 812,0 4 631,6 1 221,4
		364,7
		23 979,2
EQUITY AND LIABILITIES Total equity Issued capital and reserves Non-controlling interests Non-current liabilities Deferred taxation liability Provision for post-retirement medical aid Long-term borrowings Current liabilities Trade and other payables Provisions Taxation Short-term borrowings Liabilities directlyassociated with assets classifed as held for sale Total equityand liabilities	17 465,2 17 302,0 163,2 1 062,2 370,4 617,5 74,3 5 401,0 3 841,5 523,2 119,4 916,9 – 23 928,4	17 061,2
		16 803,8 257,4
		968,8
		347,7 619,1 2,0
		5 776,1
		4 278,2 614,9 94,4 788,6
		173,1
		23 979,2
Net cash	589,9	430,8

Page 24 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Condensed consolidated statement of cash flows

R’million	Audited year ended 30 September 2018	Reclass* Audited year ended 30 September 2017
Cash operating proft Workingcapital changes Cash generated from operations Finance cost net of dividends received Taxationpaid Cash available from operations Dividendspaid Net cash infow from operatingactivities Purchase of property, plant, equipment and intangibles Net cash on disposal of subsidiaries Proceeds from disposal of property, plant and equipment Proceeds on insurance claims Net cash outfow from investingactivities Net cash infow before fnancingactivities	3 857,4 (573,2) 3 284,2 99,5 (780,6) 2 603,1 (1 854,5) 748,6 (719,6) 103,4 5,6 11,7 (598,9) 149,7	5 388,1 745,4
		6 133,5 181,6 (1 195,9)
		5 119,2 (1 834,1)
		3 285,1
		(919,0) 23,8 92,2 –
		(803,0)
		2 482,1
Repurchase of Tiger Brands shares Black Managers Trust (BMT) shares exercised Shares exercised relating to equity-settled scheme Reduction in non-controlling interest in empowerment shares Long-term borrowings raised/(repaid) Short-term borrowings repaid Net cash outfow from fnancingactivities	(6,5) 17,9 (46,6) – 86,3 (52,9) (1,8)	– 24,0 (77,8) (22,4) (1 056,2) (7,2)
		(1 139,6)
Net increase in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the beginningof theyear Cash and cash equivalents at the end of theyear	147,9 35,0 486,3 669,2	1 342,5 18,8 (875,0)
		486,3
Cash resources Short-term borrowings regarded as cash and cash equivalents	1 581,1 (911,9) 669,2	1 221,4 (735,1)
		486,3

* As part of the annual assessment of all disclosure and presentation, the JSE Report on Proactive Monitoring of Financial Statements issued in February 2018 was reviewed. As a consequence, the group has restated its cash flow treatment relating to equity-settled share option schemes as financing activities. The presentation of comparative figures has therefore been adjusted to conform to the presentation of the current period. The cash flow related to equity-settled share scheme (September 2017: R77,8 million) has been reclassified out of operating activities and proceeds from BMT shares exercised (September 2017: R24,0 million) has been reclassified from investing activities.

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 25

Condensed consolidated statement of changes in equity

	Share
	capital	Non-
	and	distributable
R’million	premium	reserves
Balance at 1 October 2016	148,5	3 046,1
Proft for the year	–	–
Other comprehensive (loss)/income for theyear2, 3	–	(152,8)
Total comprehensive (loss)/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 byempowerment entity1	–	–
Balance at 30 September 2017	148,5	3 040,0
Proft for the year	–	–
Other comprehensive (loss)/income for theyear2, 3	–	(132,3)
Total comprehensive (loss)/income	–	(132,3)
Disposal of subsidiary	–	(13,2)
Transfers between reserves	–	538,1
Share-based payment4	–	–
Dividends on ordinary shares	–	–
Total dividends	–	–
Less: Dividends on empowerment shares	–	–
Sale of shares by empowerment entity1	–	–
Repurchase of Tiger Brands Shares5	(6,5)	–
Balance at 30 September 2018	142,0	3 432,6

Notes

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). In the current year, R10,7 million related to BMT I and R13,4 million to Brimstone SPV.

2 During the current period, R13,2 million (2017: R110,7 million) of the foreign currency translation reserve was reclassified to profit or loss, relating to Haco.

3 The other comprehensive loss and FCTR includes the amounts related to the associates of R171,1 million (2017: R86,2 million), of which R117,4 million gain (2017: R70,8 million loss) relates to Oceana.

4 Included in the movement of the share-based payment is options exercised amounting to R46,5 million (2017: R77,8 million).

5 Tiger Brands Limited repurchased 2 250 942 of its own shares from BMT I I and Brimstone SPV.

Page 26 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

Accumulated profts Shares held by subsidiary and empowerment entities Share- based payment reserve	Accumulated profts Shares held by subsidiary and empowerment entities Share- based payment reserve	Total attributable to owners of theparent	Non- controlling interests	Total equity
14 373,4 (2 508,9) 488,5		15 547,6	486,3	16 033,9
3 119,3 – – 58,7 – –		3 119,3 (94,1)	18,7 (10,8)	3 138,0
				(104,9)
3 178,0 – – – – – (198,3) – 51,6 – – 19,9 (1 808,6) – –		3 025,2 – – 19,9 (1 808,6)	7,9 (188,9) – – (16,6)	3 033,1
				(188,9)
				–
				19,9
				(1 825,2)
(1 968,1)	– –	(1 968,1)	(16,6)	(1 984,7)
159,5		159,5	–	159,5
				(22,4)
				10,8
15 544,5 (2 489,2) 560,0		16 803,8	257,4	17 061,2
2 401,1 – – 15,1 – –		2 401,1 (117,2)	30,2 8,7	2 431,3
				(108,5)
2 416,2 – – – – – (550,3) – 12,2 – – 39,2 (1 829,3) – –		2 283,9 (13,2) – 39,2 (1 829,3)	38,9 (94,5) – – (19,7)	2 322,8
				(107,7)
				–
				39,2
				(1 849,0)
(1 990,2)	– –	(1 990,2)	(19,7)	(2 009,9)
160,9	– –	160,9	–	160,9
– 24,1 – – – –		24,1 (6,5)	(18,9) –	5,2
				(6,5)
15 581,1 (2 465,1) 611,4		17 302,0	163,2	17 465,2

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 27

Other salient features

R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
Capital commitments – contracted – approved Capital commitments will be funded from normal operating cash fows and the utilisation of existing borrowing facilities. Additional capital commitments of R109,0 million are expected to be approved in 2019. Capital expenditure – replacement – expansion Guarantees and contingent liabilities Inventory related items Inventories carried at net realisable value Inventories written down and recognised in cost of sales as an expense	1 876,4 96,5 1 779,9 719,6 496,3 223,3 30,0 37,6 132,7	2 174,4
		476,3 1 698,1
		919,0
		457,1 461,9
		11,5 119,4 105,3

Page 28 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

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 provisional reports and the requirements of the Companies Act of South Africa. The Listings Requirements require provisional 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.

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 auditors’ 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 auditors’ audit report together with the accompanying financial information from the issuer’s registered office.

Revenue is recorded in terms of IFRS 15. 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.

IFRS 9 brings together all the aspects of accounting for financial instruments: classification, measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. The group will apply the new rules using a modified retrospective approach from 1 October 2018. Comparatives for 2018 will not be restated in the 2019 financial statements.

The adoption of IFRS 9 will impact on the provisions for receivables as IFRS 9 applies the expected credit loss model rather than the incurred loss model. The new hedge accounting rules will align the accounting for hedging instruments more closely with the group’s risk management practices.

The group has reviewed its financial assets and financial liabilities and the impact on the 2018 financial statements is assessed to be immaterial.

IFRS 16 introduces significant changes to lessee accounting as it removes the distinction between operating and finance leases under IAS 17 and requires a lessee to recognise a right-of-use asset and a lease liability at lease commencement for all leases, except for short-term leases and leases of low value assets. The impact of this is being quantified and an impact assessment will be completed by 30 September 2019. The effective date will be 1 October 2019.

	will be completed by 30 September 2019. The effective date will be 1 October 2019.
		Audited year	Audited year
		ended	ended
		30 September	30 September
	R’million	2018	2017
2.	Operating income before impairments and abnormal items
	Depreciation (included in cost of sales and other operating expenses)	(593,1)	(552,5)
	Amortisation	(9,8)	(11,4)
	IFRS 2 (included in other operating expenses)
	– Equity settled	(85,8)	(97,7)
	– Cash settled	3,9	(12,6)

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 29

Notes continued

	R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
3.	Impairments Goodwill and indefnite useful life intangible assets are tested for impairment annually (as at 30 September) and when circumstances that indicate the carrying value may be impaired. The group’s impairment tests for goodwill and intangible assets with indefnite useful lives are based on the value-in-use calculations. The impairments recognised in the current year relate mainly to the Personal Care category within HPCB business (R125,0 million) as well as the full impairment of the goodwill and intangible assets of the Hercules business (R19,3 million). The impairment on property, plant and equipment relates mainly to Deli Foods, LAF and group infrastructure assets. Impairment of intangible assets Impairment of property, plant and equipment Impairment of other assets Impairment of investment in associate		(309,9) – – (250,0)

		(144,3)
		(103,3)
		(14,0)
		–
		(261,6)	(559,9)
4.	Abnormal items Costs associated with VAMP product recall Restructuring and related costs Proceeds from insurance claims Proft on disposal of property Proceeds from warranty claim settlement Once-off consultingfees		– (78,5) 85,7 73,0 28,4 (132,0)
		(430,0)
		(57,9)
		63,5
		2,3
		–
		–
		(422,1)	(23,4)
5.	Net fnance costs and investment income Net interest paid Net foreign exchange proft/(loss) Investment income		(179,7) (30,2) 3,3
		(54,7)
		20,5
		2,5
	Net fnancingcosts	(31,7)	(206,6)

Page 30 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

	R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
6.	Taxation Tax rate reconciliation The reconciliation of the effective rate of taxation with the statutory taxation rate is as follows: Taxation for the year as a percentage of income before taxation Impairment of goodwill and intangibles Expenses and provisions not allowed for taxation Non-recognition of other current year timing differences Additional investment allowances Prior year adjustments Withholding taxes Income from associates Effect of differing rates of foreign taxes Other sundryadjustments		%

		%
		25,7	28,9 (3,7) (0,9) (0,2) 0,5 0,6 (1,0) 3,5 (0,1) 0,4
		(1,8)
		(0,7)
		(0,6)
		0,2
		0,1
		(0,8)
		6,3
		(0,3)
		(0,1)
	Rate of South African companytaxation	28,0	28,0
7.	Analysis of proft from discontinued operations Proft for the year from discontinued operations (attributable to owners of the company) Revenue Expenses	R’million	R’million
			561,2 (547,2)
		42,9
		(31,9)
	Operating income before impairments and abnormal items Abnormal items	11,0	14,0 97,9
		7,5
	Operating income after impairments and abnormal items Finance costs	18,5	111,9 (0,2)
		(0,4)
	Proft before taxation Taxation	18,1	111,7 (6,7)
		(3,9)
	Proft for the year from discontinued operations Attributable to non-controllinginterest	14,2	105,0 3,3
		(3,3)
	Attributable to owners ofparent	10,9	108,3
	Cash fows from discontinued operations Net cash infow from operating activities Net cash (outfow)/infow from investing activities Net cash infow/(outfow) from fnancingactivities		138,6 1,4 (80,8)
		7,7
		(13,2)
		5,8
	Net cash infows	0,3	59,2

Tiger Brands Limited Notice of annual general meeting of shareholders 2018 Page 31

Notes continued

	R’million	Audited year ended 30 September 2018	Audited year ended 30 September 2017
8.1 8.2	Reconciliation between proft for the year and headline earnings Weighted average number of shares in issue Continuing operations Proft for the year attributable to owners of the parent Impairment of intangible assets Impairment of property, plant and equipment Proft on disposal of property, plant and equipment Impairment of investment in associate Proceeds from insurance claims Impairment of other assets Headline earnings adjustment – Associates – Proft on sale of non-current assets – Proft on disposal of business		162 895 504 3 011,0 309,9 – (52,5) 250,0 – – – (8,5) –
		164 714 348

		2 390,2
		144,3
		88,8
		(1,6)
		–
		(7,6)
		3,4
		–
		(1,2)
		(2,8)
	Headline earnings for theyear	2 613,5	3 509,9
	Tax effect of headline earnings Attributable to non-controlling interest Discontinued operations Proft for the year attributable to owners of the parent Proft on disposal of subsidiary	(9,7)	15,5 – 108,3 (98,1)
		–

		10,9
		(7,5)
	Headline earnings for theyear	3,4	10,2
	Reconciliation of headline earnings excluding VAMP Headline earnings – as reported (continuing operations) VAMP – operating loss/(proft) (net of taxation) VAMP – abnormal items (net of taxation)		3 509,9 (75,0) –
		2 613,5
		181,4
		302,9
	Headline earnings excludingVAMP	3 097,8	3 434,9
9.	Subsequent events

With the exception of the Listeria litigation update reflected on page 4 and the decision to pursue an unbundling of its shareholding in Oceana as reflected on page 5, there are no material events that occurred during the period subsequent to 30 September 2018, but prior to these financial results being authorised for issue.

Page 32 Tiger Brands Limited Notice of annual general meeting of shareholders 2018

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, MJ Bowman, GA Klintworth (appointed 16 August 2018), M Makanjee, TE Mashilwane, MP Nyama, YGH Suleman

Executive directors

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

Company secretary

JK Monaisa

Investor relations

N Catrakilis-Wagner (011) 840 4000

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

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Head offi ce: South Africa Physical address Tiger Brands Limited 3010 William Nicol Drive Bryanston

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Postal address PO Box 78056 Sandton, 2146 South Africa

www.tigerbrands.com

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AI assistant

TIGER BRANDS LIMITED — AGM Information 2018

48837_rns_2018-12-21_16ba31ef-c896-4488-9ab4-3bf77ac38c13.pdf

Contents

Notice of annual general meeting of shareholders

Dear shareholder

Tiger Brands Limited

Date of issue: 20 December 2018

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

1. Presentation of the annual fi nancial statements

2. Report of the social, ethics and transformation committee

PART B – ORDINARY RESOLUTIONS

3. Ordinary resolution number 1.1 – election of director

4. Ordinary resolutions numbers 2.1 to 2.3 – re-election of directors

5. Ordinary resolutions numbers 3.1 to 3.3 – election of the members of the audit committee

6. Ordinary resolution number 4 – reappointment of external auditors

7. Ordinary resolution number 5 – general authority

8. Ordinary resolution number 6 – approval of amendments to the Company’s Long-Term Incentive Plan

PART C – NON-BINDING ADVISORY VOTES

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

10. Ordinary resolution number 8 – endorsement of the implementation report of the remuneration policy

PART D – SPECIAL RESOLUTIONS

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

Reasons for and effect of special resolution number 1

12. Special resolution number 2 – approval of remuneration payable to non-executive directors and the chairman

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

Reasons for and effect of special resolutions numbers 2 and 3

14. Special resolution number 4 – approval of remuneration payable to non-executive directors in respect of unscheduled meetings

Reasons for and effect of special resolution number 4

15. Special resolution number 5 – approval of remuneration payable to non-executive directors in respect of extraordinary additional work undertaken

Reasons for and effect of special resolution number 5

16. Special resolution number 6 – approval of non-resident directors’ fees

Reasons for and effect of special resolution number 6

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

Reasons for and effect of special resolution number 7

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

Directors’ responsibility statement

Shareholders’ analysis as at 30 September 2018

Materiality and Litigation statement

Record dates, voting, proxies and electronic participation

Record dates

Attendance, voting and proxies

Electronic participation

Shareholders should take note of the following:

Transfer secretaries

Maya Makanjee (56)

BA (fi ne arts), BCom, MBL (cum laude)

Makhup Nyama (61)

Emma Mashilwane (43)

BCom, MBA

Michael Ajukwu (62) BSc(fi nance), MBA

Gail Klintworth (55)

BA (industrial psyhology, MSt (sustainability leadership)

Tiger Brands Limited

Salient features*

11,7%

Overview

Operating performance

Grains

Consumer Brands – Food

Home, Personal Care and Baby (HPCB)

Exports and International

Cash flow and capital expenditure

Final dividend

Dividend policy

Change in directorate

Listeria update

Strategy update

Unbundling of Oceana

Outlook

Declaration of final dividend number 148

Condensed consolidated income statement

Condensed consolidated segmental information

Other salient features

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

Notes continued

Notes continued

Company information

Tiger Brands Limited

Independent non-executive directors

TIGER BRANDS LIMITED AGM Information 2018