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")


UNWIND OF EXISTING BEE TRANSACTION | DISTRIBUTION OF CIRCULAR, SALIENT DATES AND TIMES AND
NOTICE OF GENERAL MEETING


Terms defined in the Company’s announcement released on SENS on 13 October 2022 ("Announcement") have been
used in this announcement.

1.   INTRODUCTION

     Shareholders are referred to the Announcement in which they were advised that, in order to unwind the Existing
     BEE Transaction in an orderly manner, the Board had resolved to implement the Unwind 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.

     Shareholders were further advised that, in the event that the Common Share Repurchase does not become
     unconditional in accordance with its terms, the Framework Agreement provides for the Unwind Alternative, in
     terms of which the Parties will implement the Nominal Share Repurchase together with an on-market disposal
     and/or private placing of the Common Shares, facilitated by a third party agent.

2.   DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

     Shareholders are advised that the Circular has been distributed to Shareholders today, Monday, 14 November
     2022.

     Additional copies of the Circular may be obtained from the Company Secretary, by emailing
     lauren.kelso@rclfoods.com, or from the Transaction Sponsor, by emailing sponsorteam@rmb.co.za, during
     normal business hours from Monday, 14 November 2022 up to and including the date of the General Meeting on
     Tuesday, 13 December 2022 (both days inclusive). The Circular may also be accessed on the Company’s
     website, via the following link: https://rclfoods.com/investor-center/circulars-2022/.

     To obtain a thorough understanding of the Unwind, Shareholders are advised to refer to the full terms and
     conditions pertaining thereto, as set out in the Circular

3.   SALIENT DATES AND TIMES

     Terms defined in the Circular have been used in the table below.

                                                                                                                 2022

      Record date to be eligible to receive the Circular                                           Friday, 4 November
      Circular distributed to Shareholders and notice convening the General Meeting             Monday, 14 November
      published on SENS on
      Last day to trade in order to be eligible to attend, participate in and vote at the      Tuesday, 29 November
      General Meeting
      Record date in order to be eligible to attend, participate in and vote at the                Friday, 2 December
      General Meeting
      Last day to lodge Forms of Proxy, for administrative purposes, by 10h00 on                   Friday, 9 December
      Thursday, 8 December (Forms of Proxy not lodged with the Transfer Secretaries
      by this date and time may nevertheless be lodged, in accordance with the
      instructions contained therein, with the chairperson of the General Meeting or
      the Company Secretary of the Company prior to its commencement at 10h00 on
      Tuesday, 13 December 2022)
      Last day and time for Dissenting Shareholders to give notice to RCL FOODS                Tuesday, 13 December
      objecting to the Repurchase in terms of section 164(3) of the Companies Act by
      10h00 on
      General Meeting to be held entirely electronically at 10h00 on                           Tuesday, 13 December
      Results of the General Meeting announced on SENS on                                      Tuesday, 13 December
      Results of the General Meeting published in the South African press on                          Wednesday, 14 December
      If the Repurchase Conditions are fulfilled or waived and the Repurchase is approved by Shareholders at
      the General Meeting
      Last day for Shareholders who voted against the Repurchase Resolution to                        Wednesday, 21 December
      require RCL FOODS to seek court approval for the Repurchase in terms of
      section 115(3)(a) of the Companies Act, if at least 15% of the total votes of
      Shareholders at the General Meeting were exercised against the Repurchase
      Resolution
      Last day for Shareholders who vote against the Repurchase Resolution to apply                      Thursday, 29 December
      to court in terms of section 115(3)(b) of the Companies Act
      Last day for RCL FOODS to give notice of the adoption of the Repurchase                            Thursday, 29 December
      Resolution in terms of section 164(4) of the Companies Act to Shareholders who
      delivered written notice objecting to the Repurchase Resolution and
      subsequently did not vote in favour of the Repurchase Resolution
      The following dates assume that no court approval or review of the Repurchase is required
                                                                                                                              2023
      Compliance certificate to be received from the TRP on                                                 Tuesday, 17 January
      Finalisation announcement published on SENS before 11h00 on                                           Tuesday, 17 January
      Finalisation announcement published in the South African press on                                  Wednesday, 18 January
      Delisting application in respect of the Repurchase Shares lodged with the JSE                        Thursday, 19 January
      on
      Effective date of the Repurchase                                                                     Thursday, 26 January
      Delisting and cancellation of the Repurchase Shares with effect from the                             Thursday, 26 January
      commencement of business on or about

     Notes:
     1. All references to dates and times are to local dates and times in South Africa. The dates have been determined based on
        certain assumptions regarding the dates by which certain Shareholder and regulatory approvals including that of the JSE
        and the TRP will be obtained and that no court approval or review of the Repurchase will be required.
     2. These dates and times are subject to amendment. Any material amendment will be released on SENS and published in the
        South African press.
     3. A Shareholder may submit a Form of Proxy at any time before the commencement of the General Meeting or hand it to the
        Company Secretary of the Company or the Chairperson of the General Meeting prior to the commencement of the General
        Meeting at 10h00 on Tuesday, 13 December 2022, provided that, should a Shareholder lodge a Form of Proxy with the
        Transfer Secretaries less than 48 hours (excluding Saturdays, Sundays and gazetted public holidays in South Africa) before
        the General Meeting, such Shareholder will also be required to furnish a copy of such Form of Proxy to the chairman of the
        General Meeting prior to the commencement of the General Meeting at 10h00 on Tuesday, 13 December 2022.
     4. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the original General Meeting will remain
        valid in respect of any such adjournment or postponement.

4.   NOTICE OF GENERAL MEETING

     The General Meeting will be held at 10h00 on Tuesday, 13 December 2022 (subject to any postponement or
     adjournment thereof) in order to consider and, if deemed fit, pass with or without modification, the special and
     ordinary resolutions required to approve and implement the Common Share Repurchase and the Repurchase,
     as set out in the notice convening the General Meeting incorporated into the Circular ("Notice of General
     Meeting"). The General Meeting will be held entirely by electronic communication, as permitted by the JSE and
     in accordance with section 63(2)(a) of the Companies Act and the memorandum of incorporation of the Company.

     Shareholders wishing to participate in the electronic General Meeting are required, by no later than 10h00 on
     Friday, 9 December 2022, to deliver written notice to such effect to the Company Secretary at the Company’s
     registered office and business address, being Ten The Boulevard, Westway Office Park, Westville, 3629,
     KwaZulu-Natal or by email to lauren.kelso@rclfoods.com (marked for the attention of the Company Secretary).
     Further details regarding electronic participation by Shareholders at the General Meeting are set out in the Notice
     of General Meeting.

5.   DIRECTORS’ RESPONSIBILITY STATEMENTS

5.1 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.
5.2 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 November 2022

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

Attorneys
Webber Wentzel