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


ACCEPTANCE AND CONVERSION OF AWARDS UNDER KAAP AGRI’S LONG-TERM
INCENTIVE PLAN


Shareholders are advised that the Company’s remuneration committee has approved the
conversion of Kaap Agri’s existing management share incentive scheme to a non-dilutionary
equity-settled long-term incentive plan (“LTIP”), in order to better align participants’ interests
with those of shareholders and to retain key management. The Kaap Agri 2022 remuneration
report, which is expected to be distributed to shareholders during December 2022, will provide
more detail on the operation of the LTIP.

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the deemed acceptance of awards granted under the LTIP is
disclosed:

 NAMES OF DIRECTORS                                S Walsh                       (1)
                                                   GW Sim                        (2)
                                                   DC Gempies                    (3)
                                                   HJ Smit                       (4)
                                                   T Sulaiman-Bray               (5)
                                                   A Abeln                       (6)

 COMPANIES OF WHICH DIRECTORS                      Kaap Agri                      (1) – (2)
                                                   Kaap Agri Bedryf Limited       (1) – (6)
                                                   (a major subsidiary
                                                   of Kaap Agri)

 STATUS: EXECUTIVE/NON-EXECUTIVE                   Executive                     (1) - (6)

 TYPE AND CLASS OF SECURITIES                      Options awarded under the      (1) - (6)
                                                   LTIP to acquire ordinary
                                                   shares

 NATURE OF TRANSACTION                             Acceptance of award of        (1) – (6)
                                                   options to acquire
                                                   ordinary shares in terms
                                                   of the LTIP
                                                   (off-market transaction)

 DATE OF AWARD OF OPTIONS                          29 September 2022             (1) – (6)

 DATE OF ACCEPTANCE OF OPTIONS                     29 September 2022             (1) – (6)

 PRICE AT WHICH OPTIONS AWARDED                    Nil cost                       (1) – (6)

 NUMBER OF OPTIONS ACCEPTED                        532 462                       (1)
                                                   253 842                       (2)
                                                   151 770                       (3)
                                                   150 436                       (4)
                                                   123 898                       (5)
                                                   112 373                       (6)
 DEEMED TOTAL RAND VALUE OF                     R20 377 320.74                (1)
 OPTIONS ACCEPTED, BASED ON THE                 R 9 714 533.34                (2)
 COMPANY’S CLOSING SHARE PRICE ON               R 5 808 237.90                (3)
 28 SEPTEMBER 2022                              R 5 757 185.72                (4)
                                                R 4 741 576.46                (5)
                                                R 4 300 514.71                (6)

 VESTING DATE OF OPTIONS                        Vesting in tranches of              (1) – (6)
                                                25% each on the later of:

                                                •   the 2nd, 3rd, 4th and 5th anniversary of
                                                    the date of award; and
                                                •   to the extent applicable, the date on
                                                    which the remuneration committee
                                                    determines that the performance
                                                    condition(s) has been met; and
                                                •   to the extent applicable, any other
                                                    conditions imposed have been satisfied

 SETTLEMENT PERIOD                              Settlement in respect of      (1) – (6)
                                                the options to occur within
                                                30 days of the applicable
                                                vesting date

 NATURE AND EXTENT OF INTEREST IN               Direct, beneficial            (1) – (6)
 THE TRANSACTION


Shareholders are further advised that rights previously granted (“Granted Rights”) under the
Kaap Agri Equity Settled Management Share Incentive Scheme have migrated and been
converted to nil-cost options (“NCOs”) governed by the amended rules of the abovementioned
non-dilutionary LTIP, although the vesting dates and performance hurdles applicable to such
grants will remain in place for these converted NCOs. The acceptance of the Granted Rights,
which vest in tranches from 1 October 2022 to 1 October 2026, was announced on SENS at
the time of their initial granting. The number of NCOs following on such conversion are shown
below:

                 Director                                         NCOs
                  S Walsh                                        199 480
                  GW Sim                                          85 122
                DC Gempies                                        47 487
                  HJ Smit                                         44 257
              T Sulaiman-Bray                                     37 431

Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements.

Paarl
30 September 2022

Sponsor
PSG Capital