MA Baker acquisition unconditional RHODES FOOD GROUP HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 2012/074392/06 JSE share code: RFG ISIN: ZAE000191979 ("the Company") MA BAKER ACQUISITION UNCONDITIONAL Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited (“SENS”) on 31 October 2016 (“Acquisition Announcement”) regarding the Company’s wholly owned subsidiary, Rhodes Food Group Proprietary Limited ("Rhodes Food"), having concluded an agreement ("Agreement") relating to the acquisition by Rhodes Food of 100% of the issued share capital of Ma Baker Express Proprietary Limited, Ma Baker Foods Proprietary Limited, Ma Baker Properties (Pinetown) Proprietary Limited, Ma Baker Properties (Pietermaritzburg) Proprietary Limited and Ma Baker Pies Proprietary Limited (collectively the “Ma Baker Companies”) from the Ma Baker Companies’ shareholder, the trustees for the time being of the Norman Lund Trust (the "Seller") as well as all of the Seller’s loan claims (“Sale Claims”) against each of the Ma Baker Companies (the "Acquisition"), which Acquisition was subject to the fulfilment or waiver of certain conditions precedent. Further to the Acquisition Announcement, the Company’s board of directors is pleased to advise that the Competition Commission has approved the Acquisition subject to the condition that Rhodes Food and the Ma Baker Companies will not retrench any employees of the Ma Baker Companies as a result of the Acquisition. As the remaining conditions precedent have been fulfilled, the Acquisition has become unconditional. The effective date of the Acquisition is 28 February 2017 and the closing date of the Acquisition is 31 March 2017. Shareholders are advised that the purchase consideration has been reduced by R4 500 000 (four million five hundred thousand Rand) and accordingly the purchase consideration payable by Rhodes Food to the Seller is R207 740 000 (two hundred and seven million seven hundred and forty thousand Rand), less the outstanding balance in respect of third party debt at the closing date. Groot Drakenstein 24 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal Advisor ENSafrica Date: 24/03/2017 02:53:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.