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


SETTLEMENT OF AWARDS UNDER KAAP AGRI’S LONG-TERM INCENTIVE PLAN


Shareholders are referred to the Kaap Agri SENS announcement dated 30 September 2022
(“Announcement”) advising, inter alia, that the Company’s remuneration committee had
approved the conversion of Kaap Agri’s previous management share incentive scheme
(“Previous Scheme”) to a non-dilutionary equity-settled long-term incentive plan (“LTIP”). The
Announcement further advised that rights previously granted under the Previous Scheme
have migrated and been converted to nil-cost options (“NCOs”) governed by the amended
rules of the LTIP, although the vesting dates and performance hurdles applicable to such
grants remain in place (“Converted Awards”).

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the after-tax net-equity settlement of Converted Awards, which
vested on 1 October 2022, is disclosed:

1.
 NAME OF DIRECTOR                                S Walsh

 COMPANY OF WHICH A DIRECTOR                     Kaap Agri

 STATUS: EXECUTIVE/NON-EXECUTIVE                 Executive

 TYPE AND CLASS OF SECURITIES                    Nil-cost options in relation to ordinary
                                                 shares

 NATURE OF TRANSACTION                           After-tax net-equity settlement of NCOs,
                                                 resulting in the delivery of ordinary shares
                                                 to a participant under the LTIP
                                                 (off-market transaction)

 TRANSACTION DATE                                20 January 2023
 (SETTLEMENT DATE)
                                                 (Settlement to occur within 120 days of
                                                 the applicable vesting date of 1 October
                                                 2022)

 NUMBER OF NCOs VESTED                           50 580

 TOTAL VALUE OF NCOs SETTLED                     R2 100 228.33

 NUMBER OF ORDINARY SHARES                       27 819
 RECEIVED (POST-TAX)

 NATURE AND EXTENT OF INTEREST IN                Direct, beneficial
 THE TRANSACTION
2.
 NAME OF DIRECTOR                   GW Sim

 COMPANY OF WHICH A DIRECTOR        Kaap Agri

 STATUS: EXECUTIVE/NON-EXECUTIVE    Executive

 TYPE AND CLASS OF SECURITIES       Nil-cost options in relation to ordinary
                                    shares

 NATURE OF TRANSACTION              After-tax net-equity settlement of NCOs,
                                    resulting in the delivery of ordinary shares
                                    to a participant under the LTIP
                                    (off-market transaction)

 TRANSACTION DATE                   20 January 2023
 (SETTLEMENT DATE)
                                    (Settlement to occur within 120 days of
                                    the applicable vesting date of 1 October
                                    2022)

 NUMBER OF NCOs VESTED              21 338

 TOTAL VALUE OF NCOs SETTLED        R886 015.66

 NUMBER OF ORDINARY SHARES          11 735
 RECEIVED (POST-TAX)

 NATURE AND EXTENT OF INTEREST IN   Direct, beneficial
 THE TRANSACTION


3.
 NAME OF DIRECTOR                   DC Gempies

 COMPANY OF WHICH A DIRECTOR        Kaap Agri Bedryf Limited
                                    (a major subsidiary of Kaap Agri)

 STATUS: EXECUTIVE/NON-EXECUTIVE    Executive

 TYPE AND CLASS OF SECURITIES       Nil-cost options in relation to ordinary
                                    shares

 NATURE OF TRANSACTION              After-tax net-equity settlement of NCOs,
                                    resulting in the delivery of ordinary shares
                                    to a participant under the LTIP
                                    (off-market transaction)

 TRANSACTION DATE                   20 January 2023
 (SETTLEMENT DATE)
                                    (Settlement to occur within 120 days of
                                    the applicable vesting date of 1 October
                                    2022)

 NUMBER OF NCOs VESTED              11 894

 TOTAL VALUE OF NCOs SETTLED        R493 873.38
 NUMBER OF ORDINARY SHARES          6 541
 RECEIVED (POST-TAX)

 NATURE AND EXTENT OF INTEREST IN   Direct, beneficial
 THE TRANSACTION


4.
 NAME OF DIRECTOR                   H Smit

 COMPANY OF WHICH A DIRECTOR        Kaap Agri Bedryf Limited
                                    (a major subsidiary of Kaap Agri)

 STATUS: EXECUTIVE/NON-EXECUTIVE    Executive

 TYPE AND CLASS OF SECURITIES       Nil-cost options in relation to ordinary
                                    shares

 NATURE OF TRANSACTION              After-tax net-equity settlement of NCOs,
                                    resulting in the delivery of ordinary shares
                                    to a participant under the LTIP
                                    (off-market transaction)

 TRANSACTION DATE                   20 January 2023
 (SETTLEMENT DATE)
                                    (Settlement to occur within 120 days of
                                    the applicable vesting date of 1 October
                                    2022)

 NUMBER OF NCOs VESTED              10 447

 TOTAL VALUE OF NCOs SETTLED        R433 789.75

 NUMBER OF ORDINARY SHARES          5 745
 RECEIVED (POST-TAX)

 NATURE AND EXTENT OF INTEREST IN   Direct, beneficial
 THE TRANSACTION


5.
 NAME OF DIRECTOR                   T Sulaiman-Bray

 COMPANY OF WHICH A DIRECTOR        Kaap Agri Bedryf Limited
                                    (a major subsidiary of Kaap Agri)

 STATUS: EXECUTIVE/NON-EXECUTIVE    Executive

 TYPE AND CLASS OF SECURITIES       Nil-cost options in relation to ordinary
                                    shares

 NATURE OF TRANSACTION              After-tax net-equity settlement of NCOs,
                                    resulting in the delivery of ordinary shares
                                    to a participant under the LTIP
                                    (off-market transaction)

 TRANSACTION DATE                   20 January 2023
 (SETTLEMENT DATE)
                                               (Settlement to occur within 120 days of
                                               the applicable vesting date of 1 October
                                               2022)

 NUMBER OF NCOs VESTED                         10 843

 TOTAL VALUE OF NCOs SETTLED                   R450 232.82

 NUMBER OF ORDINARY SHARES                     5 963
 RECEIVED (POST-TAX)

 NATURE AND EXTENT OF INTEREST IN              Direct, beneficial
 THE TRANSACTION



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

Paarl
20 January 2023

Sponsor
PSG Capital