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(A public company incorporated in the Republic of Zimbabwe on the 6JD of May 1996 under registration number 3403/96) THIS

DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in any doubt as to the action you should take, please consult you stockbroker, bank manager, legal advisor, accountant or other professional advisor immediately. The purpose of this Abridged circular is to provide the shareholders of CFI Holdings Limited with an overview of the requisite statutory and regulatory information regarding a transaction that will result in the dilution of CFI's shareholding in Victoria Foods (Private) Limited to enable them to make an informed decision at the Extraordinary General Meeting. The Notice of the Extraordinary General Meeting containing the resolutions required to implement the Proposed Transaction, is attached to and forms part of this Abridged circular. Action Required: 1. If you have disposed of your shares in CFI, the Circular when received should be handed to the purchaser of such shares or the stockbroker, banker or other agent through whom the disposal was effected. 2. CFI Shareholders are entitled to attend the Extraordinary General Meeting for shareholders to vote on the Proposed Transaction which will be held at Royal Harare Golf Club, 5JD Street Extension, Harare, Zimbabwe at 11:00 hours on Friday 26 July 2013. If you are unable to attend the Extraordinary General Meeting or any adjournment thereof, and wish to be represented thereat, please complete and return the attached Form of Proxy in accordance with the instructions contained therein to CFI's Transfer Secretaries, being First Transfer Secretaries (Private) Limited, 1 Armagh Avenue, Eastlea, Harare, so as to be received not later than forty-eight hours before the time of the Extraordinary General Meeting. Board of Directors: Simplisius J. Chihambakwe Grace Muradzikwa Godfrey G. Nhemachena Friedbert Lutz Timothy Nyika Patricia S. Bwerinofa Buzwani D. Mothobi Albert J. Nduna Stephen P . Kuipa Acquiline R.Chinamo CORPORATE INFORMATION Business Address and Registered Office: CFI Holdings Limited 1 Wynne Street Harare Zimbabwe (P .O. Box 510, Harare) Financial Advisor: Imara Corporate Finance Zimbabwe (Pvt) Ltd Block Two, Tendeseka Office Park Samora Machel Avenue Eastlea, Harare, Zimbabwe (P .O. Box 1475, Harare) Sponsoring Broker: Imara Edwards Securities (Pvt) Ltd Block Two, Tendeseka Office Park Samora Machel Avenue Eastlea, Harare, Zimbabwe (P .O. Box 1475, Harare) Share Transfer Secretaries in Zimbabwe First Transfer Secretaries (Private) Limited No 1 Armagh Avenue, Eastlea, Harare Zimbabwe (P .O. Box 11, Harare) Group Company Secretary and Legal Counsel: P . Hare Group Company Secretary 1 Wynne Street, Harare Zimbabwe (P .O. Box 510, Harare)

Non Executive Chairman of the Board of Directors Deputy Chairperson of the Board of Directors Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Group Chief Executive Officer Group Finance Director

ABRIDGED CIRCULAR TO SHAREHOLDERS


REGARDING THE DILUTION OF CFI'S 100% SHAREHOLDING IN VICTORIA FOODS (PRIVATE) LIMITED THROUGH THE ISSUE OF 812,841 VICTORIA FOODS (PRIVATE) LIMITED ORDINARY SHARES TO GRINDROD TRADING LIMITED REPRESENTING 49% OF ITS ENLARGED ISSUED ORDINARY SHARE CAPITAL SEEKING SHAREHOLDER APPROVAL FOR: THE DILUTION OF CFI'S 100% SHAREHOLDING IN VICTORIA FOODS (PRIVATE) LIMITED THROUGH THE ISSUE OF 812,841 VICTORIA FOODS (PRIVATE) LIMITED ORDINARY SHARES TO GRINDROD TRADING LIMITED REPRESENTING 49% OF ITS ENLARGED ISSUED ORDINARY SHARE CAPITAL AND INCORPORATING A NOTICE OF EXTRAORDINARY GENERAL MEETING AND THE RELATED FORM OF PROXY;
Financial Advisor Sponsoring Broker

Auditors and Independent Reporting Accountants: Deloitte & Touche Chartered Accountants (Zimbabwe) Registered Public Auditors 1 Kenilworth Gardens, Newlands Harare, Zimbabwe (P .O. Box 267, Harare) Legal Advisor: Kantor & Immerman MacDonald House 10 Selous Avenue Harare (P .O. Box 19, Harare)

IMPORTANT DATES
Imara Corporate Finance Zimbabwe (Private) Limited Imara Edwards Securities (Private) Limited MEMBERS OF THE ZIMBABWE STOCK EXCHANGE Legal Advisors Share Transfer Secretaries

Auditors and Independent Reporting Accountants

Deloitte & Touche Chartered Accountants (Zimbabwe)

Kantor & Immerman Legal Practitioners Date of issue of this circular: Friday 28 June 2013

First Transfer Secretaries

EGM Notice published Abridged circular to shareholders published Circular distributed to CFI shareholders EGM Record Date for purposes of being entitled to vote in the EGM Last Date for lodging forms or Proxy relating to the EGM (by 13:00 hrs) EGM of CFI shareholders (at 11:00 hrs) Publication of the Results of the EGM NOTES:

Date Friday 28 June 2013 Friday 28 June 2013 Friday 12 July 2013 Wednesday 24 July 2013 Wednesday 24 July 2013 Friday 26 July 2013 Tuesday 30 July 2013

DEFINITIONS The following definitions apply throughout this Abridged circular unless otherwise stated or the context requires otherwise. In this Abridged circular, unless otherwise indicated, the words or phrases in the left hand column bear the meaning stipulated in the right hand column. Words in the singular shall include the plural and vice versa, words denoting natural persons shall include juristic persons (whether corporate or incorporate and vice versa) and words in the masculine shall import both the feminine and neuter.
Abridged circular This Abridged circular to CFI shareholders setting out the terms and conditions of the proposed recapitalisation of Victoria Foods (Private) Limited by CFI and Grindrod Trading Limited; The board of directors of CFI Holdings Limited; CFI Holdings Limited, a company incorporated in Zimbabwe, an agro industrial holding company listed on the Zimbabwe Stock Exchange; Collateralised Management Agreement; The conditions precedent set out in paragraph 1.2 of Part 1 of this Abridged Circular; Deloitte and Touche Chartered Accountants (Zimbabwe), the Group's auditors and Reporting Accountants with respect to the Proposed Transaction; The Extraordinary General Meeting of CFI Shareholders to be held on Friday 26 July 2013, where approval will be sought for the resolutions to give effect to the Proposed Transaction; Consolidated Farming Investments Limited t/a Farm & City Centre, a company incorporated in Zimbabwe that is a subsidiary of CFI engaged in the retail and distribution of agricultural inputs and chemicals, hardware, building materials and motor accessories; Imara Corporate Finance Zimbabwe (Private) Limited, a company incorporated in Zimbabwe, the financial advisor to the Group regarding the Proposed Transaction; First Transfer Secretaries (Private) Limited, a company incorporated in Zimbabwe which provides transfer secretarial services to CFI; Fast Moving Consumer Goods; Grindrod Trading Limited, a limited liability Company incorporated in Mauritius under registration no. 102126C1/GBL, the trading subsidiary of Grindrod Limited that trades in agricultural products, industrial raw materials and marine fuels and lubricants that is the transacting party with CFI regarding Victoria Foods (Private) Limited; The JS Securities Exchange or JS Limited, a company duly registered and incorporated with limited liability under the laws of the Republic of South Africa, licensed as an exchange under the Securities Services Act, (Act 36 of 2004), as amended; The notice convening the Extraordinary General Meeting incorporated in this Abridged Circular; The division that controls CFI's investments in the poultry sector under Crest Poultry Group (Private) Limited comprising the following strategic business units: Agrifoods, Agrimix, Hubbard Zimbabwe, Suncrest Chickens and Glenara Estates; The recapitalisation of Victoria Foods which will be executed through the issuance of 812,841 ordinary shares in Victoria Foods to Grindrod Trading Limited representing 49% of the issued ordinary share capital post the Proposed Transaction for a consideration of US$ 3,250,000 and the provision of a US$ 2,750,000 shareholders loan; The form of proxy accompanying this Abridged Circular to CFI shareholders; Shareholders of CFI HoldingsLimited The agreement between CFI Holdings Limited, Victoria Foods (Private) Limited and Grindrod Trading Limited pursuant to the Share Subscription Agreement. The share subscription agreement between CFI Holdings Limited, Victoria Foods (Private) Limited and Grindrod Trading Limited pursuant to which Victoria Foods will issue 812 841 new ordinary shares to Grindrod Trading Limited constituting 49% of the issued share capital. The division that holds CFI's investments in properties, Victoria Foods (Private) Limited, Kobenhavn Logistics (Private) Limited, Maitlands Zimbabwe (Private) Limited and Windmill (Private) Limited; Imara Edwards Securities (Private) Limited, a company incorporated in Zimbabwe, registered members of the ZSE and sponsoring brokers to CFI regarding the Proposed Transaction; United States Dollar, the legal tender of the United States of America in which monetary amounts in this Abridged circular are expressed; Victoria Foods (Private) Limited, a company incorporated in Zimbabwe that is a 100% subsidiary of CFI and is engaged in maize and wheat milling and the distribution of FMCG, that is the subject of the Proposed Transaction; and The Zimbabwe Stock Exchange, constituted in terms of the Securities Act (Chapter 24:25) of 2004.

The above dates are subject to change and any amendments will be published in the Zimbabwean press. All times indicated above and elsewhere in this Abridged circular are Zimbabwean local times. If you have any questions on any aspects of this Abridged circular, please contact your stockbroker, accountant, banker, legal practitioner or IJ other professional advisor, or Sean Gammon and/or Tawanda Masose at Imara Corporate Finance Zimbabwe, 1 Floor, Block Two, Tendeseka Office Park, Samora Machel Avenue, Harare, Zimbabwe; Telephone number +263 4 701320; Fax +263 4 701319; e-mail: sean.gammon@imara.com and/or tawanda.masose@imara.com ACTION TO BE TAKEN BY SHAREHOLDERS Attend the EGM to approve the resolutions related to the Proposed Transaction. If a CFI shareholder has disposed of all their shares in CFI, the Circular when received should be handed to the purchaser or transferee of such shares or the stockbroker, banker or other agent through whom the disposal was effected. CFI shareholders who are unable to attend the EGM, but who wish to be represented thereat, should complete and sign the Proxy Form included with this Abridged circular in accordance with the instructions contained therein, and ensure it is either returned or posted to First Transfer Secretaries (Private) Limited, 1 Armagh Avenue, Eastlea, Harare or the registered offices of the Group being, 1 Wynne Street, Harare, so that it is received by the share transfer secretaries by no later than 9:00 hours on Wednesday 24 July 2013. CFI Shareholders may attend the meeting in person, notwithstanding the completion and return of a Proxy Form. In order to attend the EGM, persons who have recently acquired CFI shares which have not been registered in their names should ensure that such registration is effected on or before the close of business on Wednesday 24 July 2013.

Board or the Directors CFI or the Group

CMA Conditions Precedent Deloitte, Auditors or Reporting Accountants

EGM Farm & City

OPINIONS AND RECOMMENDATIONS The Directors have considered the terms of the Proposed Transaction and are of the opinion that they are fair and reasonable to CFI shareholders. Accordingly, the Directors recommend that CFI shareholders vote in favour of the Proposed Transaction. Those Directors who are shareholders of CFI intend to vote in favour of the Proposed Transaction in respect of the shares in CFI owned, directly or indirectly, by them. INSPECTION OF CIRCULAR The public may inspect the full Circular to Shareholders during normal business hours from Wednesday 10 July 2013 to Wednesday 24 July 2013, at the following offices: Sponsoring Broker: Imara Edwards Securities (Private) Limited Block Two, Tendeseka Office Park Samora Machel Avenue Eastlea, Harare Zimbabwe (P .O. Box 1475, Harare) Financial Advisor: Imara Corporate Finance Zimbabwe (Pvt) Ltd Block Two, Tendeseka Office Park Samora Machel Avenue Eastlea, Harare Zimbabwe (P .O. Box 1475, Harare) Share Transfer Secretaries: First Transfer Secretaries (Pvt) Ltd No 1 Armagh Avenue, Eastlea Harare Zimbabwe (P .O. Box 11, Harare)

Financial Advisor or Imara First Transfer Secretaries

FMCG Grindrod Trading

JSE

Notice Poultry Division or Crest Poultry Group

CHAIRMAN'S LETTER
CFI HOLDINGS LIMITED (Incorporated in Zimbabwe on 6 May 1996 under registration number 3403/96) .S. Bwerinofa, Directors: S.J. Chihambakwe (Non Executive Chairman), G. Muradzikwa, G.G. Nhemachena, F. Lutz, T. Nyika, P B.D. Mothobi, A.J. Nduna, S.P . Kuipa (Chief Executive Officer), A.R. Chinamo (Finance Director) Address: No.1 Wynne Street, Harare, Zimbabwe. Dear CFI Shareholder, Our Group is a holding company listed on the ZSE with shareholdings in subsidiaries and associates involved in poultry, grain milling, retailing and property development. In February 2009, the Zimbabwean economy began the process of exiting an economic recession that was characterised by hyperinflation, price controls and the shortage of basic goods and services. The overall effect of the recession on our subsidiary businesses was the depletion of working capital and the lack of sufficient investment in the requisite infrastructure. Since 2009, CFI has utilised debt finance to fund its capital requirements but the high cost and short tenure of the debt finance has negatively affected the Group's financial performance. The lack of working capital with tenures and interest rates that match the Group's subsidiaries' requirements coupled with operating inefficiencies has negatively affected their operational and financial performance resulting in operating overheads that current revenues and cash flows are unable to support. The Group has been actively exploring opportunities through which it can raise fresh capital in the form of equity and to restructure its current debt obligations in order to address the issues stated above. The Board also recognises that along with the injection of new capital, there is a requirement to facilitate the entry of new skills and business relationships into the Group's subsidiaries. It is envisaged that the combined initiatives will result in the Group enhancing its long term financial performance.

Proposed Transaction

Proxy Form Shareholders 'Shareholders Agreement'

'Share Subscription Agreement'

Sponsoring Brokers or Imara Edwards Securities US$ Victoria Foods

ZSE

Unique Brands: CFI/12/13/1

Specialised Division

1. THE PROPOSED RECAPITALISATION OF VICTORIA FOODS (PRIVATE) LIMITED Mechanics of the proposed transaction Victoria Foods is a 100% owned subsidiary housed in the Specialised Division that is a maize and wheat milling company. Its main products are bakers flour, flour and maize meal marketed under its brand name. Victoria Foods also manufactures snack foods and down packs a range of FMCGs. CFI seeks to enter into an agreement with Grindrod Trading to recapitalise this subsidiary. Under the terms of the Proposed Transaction, Victoria Foods will issue 812,841 new shares to Grindrod Trading representing 49% of Victoria Foods issued share capital post the Proposed Transaction. The subscription price to be paid by Grindrod will be US$ 3,250,000. As part of the Proposed Transaction, Grindrod will provide Victoria Foods with a US$ 2,750,000 shareholder loan which will bear interest at a rate of 8% per annum. The loan has no fixed tenure and interest may be varied but subject to the limit set by Reserve Bank. Grindrod Trading will also sign various commercial contracts that will result in Victoria Foods accessing a US$ 12,000,000 90 day, CMA grain procurement facility for use in its operations. The proceeds of the Proposed Transaction will be allocated to debt restructuring, repayment of creditors and to ongoing working capital requirements. CFI will restructure US$ 2,862,245 of its intergroup loan receivable that incorporates short and long term debt owed to it by Victoria Foods, into a shareholder loan. This shareholders loan will rank F=HE F=IK in all respects to the Grindrod Trading shareholders loan. As a result of the transaction CFI's shareholding in Victoria Foods will be diluted to 51%. CFI and Grindrod Trading will constitute a new board of directors and a new management team for Victoria Foods with Grindrod Trading appointing an equal number of representatives to the board as CFI (two) and representatives to the management team. Information on Grindrod Limited and Grindrod Trading Limited Grindrod Trading Limited is a subsidiary of Grindrod Limited. Grindrod Limited is a JSE listed South Africa-based holding company that is involved in the movement of cargo by road, rail, sea and air, through integrated logistics services. Grindrod Limited operates in four divisions: Shipping, Trading, Financial and Freight Services. The Shipping Division's fleet of dry cargo vessels and product and chemical tankers trade under the banners of Island View Shipping and Unicorn Shipping. The Trading Division trades in agricultural products, industrial raw materials and marine fuels and lubricants. The Financial Services include corporate and structured finance, private client services, treasury, lending, financial solutions, specialised finance and property finance. Freight Services include sea freight, ship agencies, logistics transport, logistics clearing and forwarding, terminals, specialised terminals, stevedores and travel. Its trading division, Atlas Trading & Shipping, was formed when Grindrod Limited purchased the agricultural commodity trading and shipping operations of Seaboard Corporation of Kansas City, USA. 1.2 Conditions precedent The implementation of the Proposed Transaction is conditional upon; CFI receiving the relevant shareholder approvals being the resolutions tabled at the EGM concerning the Proposed Transaction and the issuance of Victoria Foods shares to Grindrod Trading; The approval of the Competition and Tariffs Commission; The approval of the Ministry of Youth Development, Indigenisation and Economic Empowerment and The Reserve Bank of Zimbabwe Exchange Control approval. 2. CFI FINANCIAL INFORMATION

Figure 1: CFI group structure post the Proposed Transaction

CFI HOLDINGS LIMITED

100% SPECIALISED DIVISION

100% POULTRY DIVISION

100% RETAIL DIVISION

Properties

Crest Poultry Group t/a: Agrifoods

Farm & City Vetco

Victoria Foods (51%)

Agrimix Hubbard Zimbabwe

Maitlands (45%)

Crest Breeders Suncrest

Windmill (14%)

Glenara Estates

CFI holds 100% shareholding in the various subsidiaries listed above unless stated otherwise 4. COSTS OF THE TRANSACTION The costs incidental to the Proposed Transaction, or incurred for the purposes of bringing the Proposed Transaction into effect including printing, publishing and fees payable to professional advisors which will amount to approximately US$ 182,000 will be borne by the Group and are summarised below: Costs Professional fees and regulatory charges Printing and publishing costs Total 5. RECENT ACQUISITIONS AND DISPOSALS CFI has not made any recent material disposals or acquisitions. 6. MATERIAL CHANGES Save as discussed in this Abridged Circular, between 31 March 2013 and the date of this Circular, there have been no material adverse changes in CFIs financial position, operations, and no commissions, brokerages or other special terms have been granted by CFI in connection with the issue or sale of its share capital. 7. DIVIDEND POLICY Amount US$ 147,000 35,000 182,000

Pro forma financial information The information set out in this paragraph should be read in conjunction with the report of the Independent Reporting Accountants on the Unaudited Pro forma Financial Information of CFI which will form part of the Annexures in the full Circular to Shareholders. The Pro Forma financial information presented below is for illustrative purposes only and due to its nature, cannot give a complete picture of the financial position of the Group after the Proposed Transaction. Effect of UNAUDITED Assets Group valuation 31 Mar 2013 adjustments US$ US$ Note 1 Note 2 ASSETS Non-current assets Property, plant and equipment Investments Total non-current assets Current assets Inventories and biological assets Trade and other receivables Investments Cash and bank balances Total current assets Total assets EQUITY AND LIABILITIES Capital and reserves Issued share capital Share premium Share options reserve Non-distributable reserves Accumulated losses Non-controlling interests Total equity Non-current liabilities Deferred tax liabilities Long-term borrowings Total non-current liabilities Current liabilities Trade and other payables Short-term borrowings Bank overdraft Current tax liabilities Total current liabilities Total equity and liabilities Net asset value per share UNAUDITED Capital Loans Proforma injection restructuring 31 Mar 2013 US$ US$ US$ Note 3 Note 4 Note 5

The Directors may from time to time declare and pay to the members such dividends and interim dividends as appear to the Directors to be justified by the profits of the Group. The Group in general meetings may declare dividends but no dividend shall exceed the amount recommended by the Directors. 8. DIRECTORS, MANAGEMENT AND EMPLOYEES 8.1 BOARD The primary responsibility of the Board is to discharge its fiduciary responsibility to the Shareholders of the Group. The Board is accordingly the highest policy organ of the Group and also acts to direct strategy. Meeting regularly, with a minimum of six scheduled meetings annually, the Board receives key information pertaining to the operations of CFI from management, the business division heads and Board Committees. In the execution of its mandate, the Board is effectively supported by its Audit, Human Resources and Remuneration, Finance and Investment Committees. 8.2 DIRECTORS DETAILS Full Names S.J. Chihambakwe G. Muradzikwa S.P . Kuipa A.R.Chimano G.G. Nhemachena T. Nyika F. Lutz P .S. Bwerinofa B.D. Mothobi A.J. Nduna 9. DIRECTORS' INTERESTS Residential Address 112 Harare Drive, Chisipite 1Yellow Wood Lane, Kambanji,Harare 49 Arnold Edmonds Road, Glen Lorne, 1 Godfrey King Road, Borrowdale, Harare 1 Whitesale Road, Gweru 50 Kent Road, Chisipite, Harare 10 Duthie Avenue, Belgravia, Harare Sherwood Farm, Gweru 48 Folyjon Cresent, Glen Lorne, Harare 128 Rye Hill, Greystone Park, Harare Position Chairman Deputy Chairperson Group Chief Executive Officer Group Finance Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director

60,026,644 3,286,442 63,313,086 15,376,261 6,152,757 257,219 594,864 22,381,101 85,694,187

4,125,000 4,125,000 4,125,000

400,000 400,000 2,318,000 2,318,000 2,718,000

64,551,644 3,286,442 67,838,086 17,694,261 6,152,757 257,219 594,864 24,699,101 92,537,187

1,055,009 73,440 156,004 53,529,479 (12,148,342) 42,665,590 5,129,124 2,695,277 7,824,401 20,953,032 12,670,165 1,173,497 407,502 35,204,196 85,694,187 0.40

3,062,812 3,062,812 1,062,188 1,062,188 4,125,000

(182,000) 3,250,000 3,068,000 2,750,000 2,750,000 (2,100,000) (1,000,000) (3,100,000) 2,718,000

2,000,000 2,000,000 (2,000,000) (2,000,000) -

1,055,009 73,440 156,004 56,592,291 (12,330,342) 3,250,000 48,796,402 6,191,312 7,445,277 13,636,589 18,853,032 9,670,165 1,173,497 407,502 30,104,196 92,535,187 0.46

9.1 INTERESTS IN ORDINARY SHARES As at Friday 28 June 2013, (being the Last Practicable Date before the publication of this document), the Directors, directly and/or indirectly, held beneficial interests aggregating approximately 302,674 CFI shares representing 0,29% of the issued share capital of the Group. Details of the direct and indirect interests held by the CFI Directors in CFI shares are set out in the table that follows: Director S.J. Chihambakwe G. Muradzikwa S.P . Kuipa A.R. Chinamo G.G. Nhemachena T. Nyika F. Lutz P . S. Bwerinofa B.D. Mothobi A.J. Nduna Total shares Number of CFI Shares held 28 June 2013 30 September 2012 276,674 271,512 26,000 26,000 302,674 297,512

NOTES TO THE UNAUDITED CONSOLIDATED PRO-FORMA STATEMENT OF FINANCIAL POSITION Note 1 Represents the unaudited consolidated statement of financial position as at 31 March 2013. Note 2 Represents the effect of the change in accounting estimate on land and improvements (properties) owned by Victoria Foods. The subsidiary is changing the valuation base from carrying properties on the basis of market value to depreciated replacement cost, which is in line with industry peers and more appropriate for a business with specialised properties. Note 3 Represents the application of the anticipated US$6 million proceeds in line with agreed priorities covering: investment in additional property, plant and equipment US$0.4 million, funding critical working capital requirements US$2.4 million, servicing overdue creditors US$2.1 million, repayment of bank borrowings US$1 million and funding transaction costs. Note 4 Represents the effect of the conversion of the Victoria Foods CFI Holdings Limited intergroup loan to a shareholder's loan US$ 2,9 million, the reassignment of bank borrowings amounting to US$2 million from the Group to Victoria Foods. Note 5 Represents the unaudited consolidated proforma statement of financial position after the injection of the US$ 6 million the effect of agreed valuation adjustments and loans restructuring initiatives as explained above. 3. GROUP'S FUTURE PROSPECTS The injection of long term capital into Victoria Foods and the restructuring of debt is projected to have an immediate positive impact on its financial performance with the enhanced working capital position positively impacting inventory levels and revenue generation. Management is confident of Victoria Foods' future performance and views an investment in working capital as strategic in maintaining and possibly improving its market position. The enhancing of current grain procurement processes will provide a lower cost base and ensure consistency in throughput and product supply to the market. Overall, the long term prospects of the Group's operations are positive. The trading environments for the major subsidiaries continue to be attractive with strong local demand and legislation that continues to support the local production and processing of foods. CFI has access to the assets and human resources required to leverage off the growth expected in agricultural production and food consumption. The refurbishment of infrastructure and introduction of technical skills at Crest Poultry Group will allow for better bird performance and ultimately lower costs and improved throughput. Non-core assets or assets in which CFI does not have sufficient control to direct operations for the benefit of the larger Group potentially act as diversions of management attention and financial resources. CFI will continue to seek to exit these investments and will inject the proceeds of such disposals into continuing operations along with capital raised from the ongoing transactions. This will result in a more focused, better capitalised Group going forward. Figure 1 provides an overview of the Group's structure post the Proposed Transaction.

9.2 DIRECTORS SERVICE CONTRACTS AND REMUNERATION No Director is disqualified by his/her office from contracting with the Group either as a vendor, purchaser or lender. At this time none of the Directors have an interest in any contracts of significance relating to services provided to CFI by third parties. The remuneration of Directors shall, from time to time, be determined by the shareholders at a General Meeting. However the Director's remuneration will not change as a result of the Proposed Transaction. 10. MAJOR SHAREHOLDERS According to the information received by the Directors, the following table details the Groups shareholding structure highlighting the top ten shareholders as at Friday 28 June 2013 being the Last Practicable Date: Shareholders Stalap Investments (Private) Limited National Social Security Authority E.F.E. Securities Nominees (Private) Limited - NNR E.F.E Securities Nominees (Private) Limited Old Mutual Life Assurance Company Of Zimbabwe Limited Mining Industry Pension Fund Zimcor Limited Dunnet Investments (Private) Limited Zimbabwe Electricity Industry Pension Fund KHM Trust Top ten shareholders Remaining shareholders Total Shares held 29,771,320 13,583,720 7,591,305 4,794,909 6,989,026 6,875,493 3,427,143 2,000,517 1,800,805 1,615,386 78,449,624 27,051,251 105,500,875 % of Total 28.23 12.87 7.20 4.54 6.63 6.51 3.25 1.90 1.71 1.53 74.37 25.63 100.00

The Directors confirm that there will be no changes in the CFI shareholding structure as a result of this Proposed Transaction. 11. AUTHORISATION AND APPROVALS FOR THE PROPOSED TRANSACTION Authorisation for the Proposed Transaction will be sought from Shareholders at the EGM scheduled for Friday 26 July 2013. Any regulatory approvals required for the Proposed Transaction will be sought by the Board. Naturally, the Proposed Transaction can only be implemented once those approvals have been obtained. 12. OTHER LISTINGS The Group's shares are not listed on any other regional or international stock exchange.
Unique Brands: CFI/12/13/2

13. ADEQUACY OF CAPITAL The Directors of CFI Holdings Limited believe that the execution of the Proposed Transaction will fully resolve the working capital requirements of Victoria Foods for the foreseeable future. Further capital raising transactions combining an appropriate mix of new equity and long term debt are however still necessary to capacitate the Group to service its financial obligations as they fall due. 14. WORKING CAPITAL AND CASH FLOW The Directors believe that the working capital and cash flow requirements for the Group will be greatly assisted by the execution of the Proposed Transaction. The working capital and capital requirements for the Poultry Division will need to be resolved to strengthen the Group's overall financial position. 15. MATERIAL CONTRACTS At the date of issue of this Circular, CFI had not entered into any material contracts, other than in the ordinary course of business. 16. LITIGATION STATEMENTS 16.1 CFI Retail entered into a franchise agreement with Upridge Trading (Private) Limited trading as Afrofoods whereby Afrofoods would absorb CFI Retail's employees during the franchise period. In years subsequent to entering the Franchise agreement, Afrofoods breached its duties and obligations as required under the agreement. Afrofoods was liquidated. There is a potential liability to CFI Retail attributable to employee benefits accrued during the employees' tenure with Afrofoods. The matter was referred to arbitration and the outcome of the arbitration is still pending. Victoria Foods is the subject of a liquidation application by Dominion Trading Limited FZ-LLC based on an outstanding credit payment which at the time amounted to approximately US$ 6 million. The application for the liquidation of Victoria Foods is contested on various grounds including the fact that the amount claimed by Dominion Trading FZ-LLC is disputed. The matter is yet to be heard at the High Court of Zimbabwe. Meanwhile, Victoria Foods has made payments amounting to US$ 2,1 million as at 31 March 2013 towards what Victoria Foods believes to be the correct outstanding amount . The Proposed Transaction should accelerate payments to this and other suppliers. The Directors are of the opinion that the claim can be resolved successfully by the Group. Litigation is in progress against a former customer Superbake Bakeries (Private) Limited for an amount of US$460 000 plus interest and costs. The Directors are of the opinion that the case will be successfully concluded by the Group.

NOTICE OF EXTRAORDINARY GENERAL MEETING

CFI HOLDINGS LIMITED (Incorporated in Zimbabwe on 6 May 1996 under registration number 3403/96) Notice is hereby given that an Extraordinary General Meeting of the shareholders of CFI Holdings Limited will be held at 11:00 hours on Friday 26 July 2013 at the Royal Harare Golf Club, 5th Street Extension in Harare, Zimbabwe to consider and, if thought fit, to adopt, with or without amendment, the following resolutions: AS A SPECIAL RESOLUTION: RESOLUTION 1: THAT, subject to regulatory approval the Directors of the Group be authorised to enter into the Share Subscription Agreement and the Shareholders Agreement with Grindrod Trading Limited pursuant to which Victoria Foods shall issue 812 841 ordinary shares to Grindrod Trading Limited constituting 49% of the issued share capital. AS AN ORDINARY RESOLUTION: RESOLUTION 2: THAT, the Directors of the Group (or any duly authorised committee thereof) be, and are, hereby authorised to do all such things that they may consider necessary or desirable to give effect to, or pursuant to, or in connection with, the Proposed Transaction. P . Hare COMPANY SECRETARY BY ORDER OF THE BOARD NOTE 1: A member of the Group entitled to attend and vote, is entitled to appoint a proxy to attend, vote and speak in his place at the meeting on his behalf, and that proxy need not also be a member of the Group. NOTE 11: To be valid, Proxy Forms should be completed and returned so as to reach the registered office of the Company in Harare not less than 48 hours before the time of the meeting. Completion of the Proxy Form does not preclude a person from subsequently attending and voting in person.

16.2

16.3

17. EXPERT CONSENTS The Legal Advisor, Financial Advisor, Share Transfer Secretaries, Auditors and Independent Reporting Accountants and Sponsoring Brokers have submitted their written consents to act in the capacities stated and to their names being stated in this Abridged Circular, and these consents have not been withdrawn as at 28 June 2013. 18. DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION Between Wednesday 10 July 2013 and Wednesday 24 July 2013, copies of the following documents will be available for inspection, during normal working hours, at the Group's offices at the address set out in the Corporate Information section at the beginning of this document: The Memorandum and Articles of Association of CFI; Significant contracts of the Group; The CFI, Grindrod Trading, Victoria Foods Share Subscription Agreement; The CFI, Grindrod Trading Shareholders Agreement; Latest valuations of immovable property of the Group; Victoria Foods Annual Financial Statements for the years ended 30 September 2010, 2011 and 2012; Victoria Foods Valuation Report by Imara Corporate Finance Zimbabwe; The audited financial statements for CFI for the years ended 30 September 2009, 2010, 2011 and 2012; The unaudited financial statements for CFI for the half years ended 31 March, 2010, 2011 and 2012; The Independent Accountants Report on the unaudited financial information of CFI for the half year ended 31 March 2013 and Pro forma unaudited financial information on CFI as at effective date and Signed letters of consent from all experts and advisors. Yours faithfully

FORM OF PROXY

CFI HOLDINGS LIMITED (Incorporated in Zimbabwe on 6 May 1996 under registration number 3403/96) For use by the Group's Shareholders at the EGM of Shareholders to be held at 11:00 hours on Friday 26 July 2013 at the Royal Harare Golf Club, 5th Street Extension in Harare, Zimbabwe. I/We ______________________________________________________________________________________(Name in block letters) of ___________________________________________________________________________________________________________ Being the holder of ________________________________________________________________ shares in the Company hereby appoint 1.____________________________________________ of ________________________________________________ or failing him/her 2.____________________________________________ of ________________________________________________ or failing him/her 3. the Chairman of the EGM As my/our proxy to act for me/us at the EGM for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat, and at each adjournment or postponement thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the Group registered in my/our name (see NOTE per notice of EGM) in accordance with the following instructions: RESOLUTIONS 1 THAT, subject to regulatory approvals, the directors of the Group be authorised to enter into the Share Subscription Agreement and Shareholders Agreement pursuant to which Victoria Foods (Private) Limited shall issue 812,841 new ordinary shares to Grindrod Trading Limited, constituting 49% of the issued share capital. THAT, the directors of the Group (or any duly authorised committee thereof) be, and are, hereby authorised to do all such things that they may consider necessary or desirable to give effect to, or pursuant to, or in connection with, the Proposed Transaction. For Against Abstain

S.J. Chihambakwe Non-Executive Chairman of the Board of Directors of CFI 19. DIRECTORS OPINIONS, VOTING RECOMMENDATIONS AND RESPONSIBILITY STATEMENTS The Directors consider the Proposed Transaction to be fair and reasonable in so far as CFI shareholders are concerned and recommend that the shareholders vote in favour of the Proposed Transaction. The Directors of CFI, whose names are given below 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 other facts the omission of which would make any statement false or misleading, that they have made all reasonable enquiries to ascertain such facts and (if applicable) that the Circular and the Abridged circular contain all information required by law. Signed on the original document at Harare this 28JD of June 2013 by the Directors: Director S.J. Chihambakwe G. Muradzikwa S.P . Kuipa A.R. Chinamo G.G. Nhemachena T. Nyika F. Lutz P .S. Bwerinofa B.D. Mothobi A.J. Nduna Position Chairman Deputy Chairperson Group Chief Executive Officer Group Finance Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Signature ________________________________________________________

2 ________________________________________________________ ________________________________________________________ ________________________________________________________ ________________________________________________________

Every person present and entitled to vote at the EGM shall, on a show of hands, have one vote only, but in the event of a poll, every share shall have one vote. Each member entitled to attend and vote at the EGM is entitled to appoint one person as his proxy, who need not be a member of the Group, to attend, speak and vote in his/her stead at the EGM. Signed at _______________________________ on _________________________________________________________________2013 Signature(s)____________________________________________________________________________________________________

________________________________________________________ ________________________________________________________ ________________________________________________________ ________________________________________________________

Assisted by me __________________________________________________________________________________________________ Full name(s) of signatory/ies if signing in a representative capacity (see NOTE per notice of EGM)(please use block letters).

Unique Brands: CFI/12/13/3

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