KAL GROUP LIMITED
(Previously Kaap Agri Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
(“KAL” or the "Company”)


RESULTS OF THE GENERAL MEETING, FINALISATION ANNOUNCEMENT IN
RELATION TO THE ODD-LOT OFFER AND CONFIRMATION OF THE ODD-LOT OFFER
PRICE


Shareholders are referred to the circular (“Circular”) distributed to shareholders on Tuesday,
28 February 2023, containing relevant information relating to the odd-lot offer to shareholders
of the Company (“Odd-lot Offer”), including, inter alia, details of the general meeting at
which shareholders would be entitled to vote on the resolutions required to implement the
Odd-lot Offer (“General Meeting”).

Unless otherwise indicated, the definitions and interpretations contained in the Circular apply,
mutatis mutandis, to the terms used in this announcement.

1. RESULTS OF THE GENERAL MEETING

Shareholders are hereby advised that at the General Meeting conducted entirely by
electronic communication at 10:00 am today, Thursday, 30 March 2023, all of the resolutions
were passed by the requisite majorities of KAL shareholders.

Details of the results of voting at the General Meeting are as follows:

                        Votes for       Votes       Number of        Number of Number of
                       resolution      against          shares     shares voted     shares
                             as a resolution       voted at the           at the abstained
                      percentage          as a         General          General        as a
                          of total percentage          Meeting     Meeting as a percentage
                       number of       of total                     percentage   of shares
                          shares number of                          of shares in  in issue*
                         voted at      shares                            issue*
                              the     voted at
                         General           the
                         Meeting      General
                                      Meeting

 Special                  99.99%          0.01%     26 756 793            35.88%         0.05%
 Resolution
 Number 1:
 Specific authority
 to repurchase
 from the Odd-lot
 Holders
 Ordinary                99.99%           0.01%      26 756 793        35.88%         0.05%
 Resolution
 Number 1:
 Implementation
 of the Odd-lot
 Offer


Note
*  Total number of shares in issue as at the date of the General Meeting was 74 567 680, of
   which 4 200 379 were treasury shares.

2. FINALISATION ANNOUNCEMENT IN RELATION TO THE ODD-LOT OFFER

Following the above shareholder approval, the Odd-lot Offer has become unconditional. The
salient dates and times in respect of the implementation of the Odd-lot Offer are as follows:

                                                                                        2023

Odd-lot Offer opens at 09:00 am on                                          Friday, 31 March

Last day to trade in order to participate in the Odd-lot Offer              Tuesday, 18 April

Shares trade “ex” the Odd-lot Offer on                                  Wednesday, 19 April

Forms of Election and Surrender for the Odd-lot Offer (blue) to be            Friday, 21 April
received by Computershare by 12:00 pm on

Odd-lot Offer closes at 12:00 pm on                                           Friday, 21 April

Record date for the Odd-lot Offer (to determine which                         Friday, 21 April
Shareholders are entitled to participate in the Odd-lot Offer) at
close of business on

Implementation of the Odd-lot Offer on                                      Monday, 24 April

Dematerialised Odd-lot Holders who have accepted the Odd-lot                Monday, 24 April
Offer or are deemed to have accepted the Odd-lot Offer will have
their accounts held at their CSDP or broker credited with the
Offer Price on

Payments of the Offer Price to certificated Odd-lot Holders who             Monday, 24 April
have accepted the Odd-lot Offer on
Results of the Odd-lot Offer released on SENS on                            Monday, 24 April

Cancellation and termination of listing of KAL Shares                       Monday, 24 April
repurchased in terms of the Odd-lot Offer expected on or about

Results of the Odd-lot Offer published in the press on                      Tuesday, 25 April


Notes:
1.   All times quoted in this announcement are local times in South Africa.
2.   Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or
      broker of their election by the cut-off time stipulated by their CSDP or broker. This will be
      an earlier date than the closing of the Odd-lot Offer.
3.    In the case of certificated Odd-lot Holders who accept the Odd-lot Offer or are deemed to
      have accepted the Odd-lot Offer, payment will be made by electronic funds transfer into
      the bank accounts of such Odd-lot Holders on or about Monday, 24 April 2023, if such
      holders’ banking details have been provided in the relevant Form of Election and
      Surrender. Should no banking details be on record for such holders, the funds will be held
      by KAL until such time as the details have been provided to Computershare.
4.    Those Odd-lot Holders who do not make an election will automatically be regarded as
      having chosen and accepted the Cash Consideration.
5.    Shareholders may not dematerialise or rematerialise their Shares after the last day to
      trade, being Tuesday, 18 April 2023 up to and including the record date, being Friday,
      21 April 2023.

3. ODD-LOT OFFER PRICE AND DIVIDEND TAX

3.1      The Odd-lot Offer Price will be calculated using the volume weighted average traded
         price of a KAL Share on the JSE over the thirty trading days immediately prior to the
         General Meeting, commencing on Wednesday, 15 February 2023 and ending on
         Wednesday, 29 March 2023 (which price was 4,061.61352 cents) (“Offer Price”).

3.2      The Cash Consideration payable to Odd-lot Holders will constitute a “dividend” as
         defined in section 1 of the Income Tax Act. The Cash Consideration will give rise to a
         liability for dividends tax, at a rate of 20%, in accordance with the Income Tax Act in
         the event that any Odd-lot Holder does not qualify for an exemption from the
         dividends tax. In the event that any Odd-lot Holder does not qualify for an exemption
         from the dividends tax or is entitled to a reduced tax rate in terms of a relevant double
         taxation agreement, KAL will withhold the relevant portion from the Cash
         Consideration in relation to a particular Shareholder in order to make payment of such
         liability for dividends tax.

3.3      Shareholders are advised that the gross Offer Price is therefore 4,061.61352 cents
         per Share (“Gross Offer Price”) and that the Offer Price net of 20% dividend tax is
         3,249.29082 cents per Share (“Net Offer Price”).

3.4      Shareholders holding less than 100 Shares who do not make an election on whether
         or not to sell their Shares in terms of the Odd-lot Offer in accordance with the
         procedure detailed in the Circular will be deemed to have elected to sell their Shares.

3.5      Shareholders who elect to sell, or who are deemed to have elected to sell, their
         Shares in terms of the Offer for a cash consideration will receive:

3.5.1     if they are exempt from dividend tax, the full Gross Offer Price per Share sold; or

3.5.2     if they are not exempt from dividend tax and is not entitled to a reduced tax rate in
          terms of a relevant double taxation agreement, the Net Offer Price per Share sold.

3.6      The implementation of the Odd-lot Offer will not result in a reduction of the contributed
         tax capital of the Company.

3.7      The summary of the tax considerations pertaining to the Odd-lot Offer is based on the
         current laws that are applicable as at the date of this Circular and is subject to
         potential changes that may be made to such legislation subsequently, which could be
         retrospective. The summary is a general guide and is not intended to constitute a
      complete analysis of the tax consequences of the Odd-lot Offer provisions in terms of
      South African tax law. It is not intended to be, nor should it be considered as legal or
      tax advice. KAL and its advisors cannot be held responsible for the tax consequences
      of the Odd-lot Offer and therefore Shareholders are advised to consult their own tax
      advisors in this regard.

Paarl
30 March 2023

Transaction Advisor and Sponsor
PSG Capital