RCL FOODS LIMITED - Dealings in share appreciation rights (SARs) by a director and directors of major subsidiaries

Dealings in share appreciation rights (“SARs”) by a director and directors of major subsidiaries

RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share Code: RCL
(“the Company”)

DEALINGS IN SHARE APPRECIATION RIGHTS (“SARs”) BY A DIRECTOR AND
DIRECTORS OF MAJOR SUBSIDIARIES

The following transactions are disclosed in relation to SARs   which
were awarded on 2 June 2010 and are due to expire on 2 June    2017.
SARs award prices and exercise prices were determined as the   5-day
volume weighted average price (VWAP) as at the respective      award
and exercise dates:

Director                      :   S B Heath
Company                       :   RCL Foods Consumer Pty Ltd, a
                                  major subsidiary of the Company
Date of transaction           :   28 February 2017
Nature of transaction         :   Off-market     acceptance      and
                                  exercise   of   SARs   which   are
                                  subsequently equity settled in
                                  accordance with the RCL Foods
                                  Limited Share Appreciation Rights
                                  Scheme
Class of securities           :   SARs in respect of ordinary
                                  shares
Number of SARs exercised      :   237,131
SARs award price              :   R14.73
SARs exercise price           :   R15.51
Total gain on transaction     :   R184,956.75
Equivalent number of shares   :   11,925
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   M Clayton
Company                       :   Vector Logistics Pty Ltd, a major
                                  subsidiary of the Company
Date of transaction           :   28 February 2017
Nature of transaction         :   Off-market     acceptance      and
                                  exercise   of   SARs   which   are
                                  subsequently equity settled in
                                  accordance with the RCL Foods
                                  Limited Share Appreciation Rights
                                  Scheme
Class of securities           :   SARs in respect of ordinary
                                  shares
Number of SARs exercised      :   53,170
SARs award price              :   R14.73
SARs exercise price           :   R15.51
Total gain on transaction     :   R41,458.23
Equivalent number of shares   :   2,673
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   P D Cruickshank
Company                       :   RCL Foods Sugar & Milling Pty
                                  Ltd, a major subsidiary of the
                                  Company
Date of transaction           :   1 March 2017
Nature of transaction         :   Off-market      acceptance     and
                                  exercise   of   SARs   which   are
                                  subsequently equity settled in
                                  accordance with the RCL Foods
                                  Limited Share Appreciation Rights
                                  Scheme
Class of securities           :   SARs in respect of ordinary
                                  shares
Number of SARs exercised      :   77,517
SARs award price              :   R14.73
SARs exercise price           :   R15.68
Total gain on transaction     :   R73,633.28
Equivalent number of shares   :   4,696
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   M Dally
Company                       :   RCL Foods Limited
Date of transaction           :   1 March 2017
Nature of transaction         :   Off-market     acceptance     and
                                  exercise   of   SARs   which  are
                                  subsequently equity settled in
                                  accordance with the RCL Foods
                                  Limited Share Appreciation Rights
                                  Scheme
Class of securities           :   SARs in respect of ordinary
                                  shares
Number of SARs exercised      :   929,256
SARs award price              :   R14.73
SARs exercise price           :   R15.68
Total gain on transaction     :   R882,784.00
Equivalent number of shares   :   56,300
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

The following transactions are disclosed in relation to SARs which
were awarded on 5 September 2012 and are due to expire on 5
September 2019. SARs award prices and exercise prices were
determined as the 5-day volume weighted average price (VWAP) as at
the respective award and exercise dates:


Director                      :   S B Heath
Company                       :   RCL Foods Consumer Pty Ltd, a
                                  major subsidiary of the Company
Date of transaction           :   28 February 2017
Nature of transaction         :   Off-market     acceptance     and
                                  exercise   of   SARs   which  are
                                  subsequently equity settled in
                                  accordance with the RCL Foods
                                  Limited Share Appreciation Rights
                                  Scheme
Class of securities           :   SARs in respect of ordinary
                                  shares
Number of SARs exercised      :   124,810
SARs award price              :   R13.20
SARs exercise price           :   R15.51
Total gain on transaction     :   R288,299.88
Equivalent number of shares   :   18,588
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes


Durban
6 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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