Bounty Brands Inside Information and Code for Dealing

BOUNTY BRANDS – INSIDE INFORMATION AND CODE FOR DEALING

This policy applies to all directors of Bounty Brands Holdings Limited (the ‘Company’) and its employees and those of its subsidiaries (together the ‘Group’).

Failure to comply with this policy may result in internal disciplinary action. It may also mean that you have committed a civil and/or criminal offence in the UK and / or South Africa.

• You must not transact, for yourself or for anyone else, directly or indirectly, or recommend or encourage someone else to deal (even if you will not profit from such dealing) in any securities of the Group if you are in possession of inside information about the Group unless in accordance with the Code of Dealing.

• ‘inside information’ is information about the Company and/or Group or its securities which is not publicly available, which is likely to have a non-trivial effect on the price of such securities and which an investor would be likely to use as part of the basis of his or her investment decision.

• You must not disclose any confidential information about the Group (including any inside information) except where you are required to do so as part of your employment or duties. This means that you should not share the Group’s confidential information with family, friends or business acquaintances.

• A special category of staff is ‘Restricted Persons’ which includes (i) the Directors of Bounty Brands Holdings Limited; (ii) any employee of the Company or its subsidiaries who are, or might be, in possession of inside information (either in the usual course of their work or as a result a result of some other circumstances).

• A Restricted Person must comply with the Code for Dealing and must not transact in the Company’s securities without obtaining prior clearance in accordance with the Code.

• You will be told if you are Restricted Staff and that the Code for Dealing applies to you. However you must inform the Group Company Secretary as soon as possible if you become aware that you are, or may be, in possession of inside information at any time so that you can be added to the list of Restricted Staff if necessary. You must refrain from dealing until the Group Company Secretary confirms whether you are Restricted Staff.

• All staff are Restricted Staff during a Closed Period (usually the period of 30 days from the financial period end prior to the publication of the Company’s interim and/or annual financial statements, or the period around any other sensitive transaction). All employees will be notified by the Group Company Secretary when the Company’s enters/leaves a Closed Period.

If you have any questions about this policy, or if you are not sure whether you can deal in securities at any particular time, please contact the Group Company Secretary ().

CODE FOR DEALING APPLICABLE TO RESTRICTED STAFF

• A Restricted Person must submit to the Group Company Secretary a written application to deal prior to entering into any transaction in the Company’s securities.

• Whether or not clearance to deal is approved will be taken on a case by case basis having regard to whether the applicant has access to sensitive information relating to the Company (e.g. the Company is in the early stages of a significant transaction) whether or not his information constitutes inside information) and any other exceptional circumstances advocated by the applicant (e.g. severe financial difficulties for sales only).

• Clearance will not usually be provided when the Company is in a Closed Period (being the period of up to 30 days from the end of a financial period up to the publication of the Company’s annual and interim financial statements).

• An application to deal must be submitted the first time a Restricted Person wishes to set up a regular investment in the Company’s securities (for example a statutory share save scheme or dividend reinvestment plan) but thereafter clearance is not required.

• Where a Restricted Person acts as a trustee, dealing in Company Securities on behalf of the trust will not require clearance if the decision to deal was taken by the other trustees (or by the trust’s investment managers) independently of the Restricted Person.

• A Restricted Person must submit an application to deal prior to making an investment in a collective investment vehicle or a financial instrument which contains, or may contain, exposure to, the Company’s securities except where the financial instrument is a unit or share in a collective investment undertaking in which the exposure to Company Securities dos not exceed 20% of the vehicle’s assets and the relevant Restricted Person cannot determine or influence the investment strategy or transactions carried out by the manager of that collective investment undertaking or portfolio.

• Any dealing clearance issues connected to shares awarded / vesting under employee share plans and corporate actions involving the Company’s securities will be notified separately if this applies to you.

• IF IN DOUBT WHETHER YOU NEED CLEARANCE TO DEAL, ASSUME THAT YOU DO AND CONSULT THE GROUP COMPANY SECRETARY FOR GUIDANCE PRIOR TO ENTERING INTO ANY TRANSACTION.

• The Group Company Secretary is responsible for considering and clearing applications to deal from all Bounty Group employees (with reference to the CEO and/or SID/Chairman if necessary).

• The CEO (or in his absence the Senior Independent Director) will consider and clear applications to deal from the Chairman and other Non-Executive Directors of Bounty Brands Holdings Limited.

• The Chairman (or in his absence the Senior Independent Director) will consider and clear applications to deal from the Executive Directors of Bounty Brands Holdings Limited.

• The application should contain all pertinent details of the proposed transaction and should be emailed to . On receipt the Group Company Secretary will coordinate the submission of applications and the communication of responses, and will retain a record of the decision.

• If you are given clearance to deal, you must do so as soon as possible and in any event within 2 business days of receiving clearance, otherwise the clearance will lapse.

• You must observe any other conditions imposed by the Group Company Secretary in relation to any clearance given otherwise the clearance is void.

• If the terms/nature of the transaction change subsequent to your having submitted an application for, and/or received, clearance, the application and/or clearance will lapse and must be re-submitted.

ADDITIONAL NOTIFICATIONS APPLICABLE TO DIRECTORS OF BOUNTY BRANDS HOLDINGS LIMITED

In addition to complying with the Group Dealing Code in relation to clearance for transactions, a director* of Bounty Brands Holdings Limited must comply with stock exchange and regulator obligations.

Having transacted in the Company’s securities, you must notify the Group Company Secretary of the details of the transaction (principally date of transaction, price and volume traded) as soon as possible and no later than 3 business days after the transaction, in order that the necessary disclosures can be made to the London / Johannesburg stock exchanges and the UK’s Financial Services Authority.

*Note: a director is defined as a ‘Person Discharging Managerial Responsibilities’ (‘PDMR’). PDMR includes a person closely associated (‘PCA’) with the director as follows:

• spouse or civil partner;
• child or stepchild under the age of 18 years who is unmarried and does not have a civil partner;
• a relative who has shared the same household as the PDMR for at least one year on the date of the relevant dealing;
• a legal person, trust or partnership, the managerial responsibilities of which are discharged by a PDMR (or by a PCA), which is directly or indirectly controlled by the PDMR/PCA, and/or which is set up for the benefit of a PDMR/PCA.