RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share code: RCL
("RCL FOODS" or "the Company")


FINALISATION ANNOUNCEMENT AND UPDATED SALIENT DATES | UNWIND OF EXISTING BEE TRANSACTION


Terms defined in the circular distributed by the Company to shareholders on 14 November 2022 ("Circular") have been
used in this announcement.

1.   INTRODUCTION AND REPURCHASE CONDITIONS

     Shareholders are referred to the announcements released on SENS on 13 October 2022, 14 November 2022,
     17 January 2023, 20 January 2023, 7 February 2023 and to the Circular, incorporating a Notice of General
     Meeting, distributed to Shareholders on 14 November 2022 regarding the Unwind of the Existing BEE
     Transaction by way of, inter alia, the Common Share Repurchase and the Nominal Share Repurchase, in
     accordance with section 48(8)(b) read with sections 114(1) and 115, of the Companies Act and the provisions of
     the Framework Agreement..

     The TRP has issued a compliance certificate in terms of sections 119(4)(b) and 121(b) of the Companies Act in
     respect of the Repurchase. In the circumstances, the Company is pleased to announce that all of the Repurchase
     Conditions have been fulfilled and the Company will therefore proceed with the implementation of the
     Repurchase in accordance with the terms set out in the Circular and the following remaining salient dates:

                                                                                                                     2023
      Finalisation announcement published in the South African press on                         Wednesday, 15 February
      Delisting application in respect of the Repurchase Shares lodged with the JSE                Thursday, 16 February
      on
      Effective date of the Repurchase, delisting and cancellation of the Repurchase               Thursday, 23 February
      Shares with effect from the commencement of business on or about

     To obtain a thorough understanding of, inter alia, the Repurchase, RCL FOODS Shareholders are advised
     to refer to the full terms and conditions pertaining thereto, as set out in the Circular.

2.   DIRECTORS’ RESPONSIBILITY STATEMENTS

2.1 Board
    The Board, collectively and individually, accepts full responsibility for the information contained in this announcement
    and the accuracy thereof and certifies that, to the best of its knowledge and belief, information contained in this
    announcement is true, and that there are no facts that have been omitted which would make any of the information
    false or misleading or would be likely to affect the importance of any information contained in this announcement.

2.2 Independent Board
    The Independent Board, collectively and individually, accepts full responsibility for the accuracy of the information
    contained in this announcement and certifies that, to the best of its knowledge and belief, such information is true
    and that there are no facts that have been omitted which would make any of the information false or misleading or
    would be likely to affect the importance of any information contained in this announcement.

Durban
14 February 2023

Financial Adviser and Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Attorneys
Webber Wentzel