RCL FOODS LIMITED - Update regarding the unwind of existing BEE transaction

Update regarding the unwind of existing BEE transaction

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")

UPDATE REGARDING THE UNWIND OF EXISTING BEE TRANSACTION

Terms defined in the circular distributed by the Company to shareholders on 14 November 2022 ("Circular") have been
used in this announcement.

1.   INTRODUCTION

     Shareholders are referred to the announcements released on SENS on 13 October 2022 and 14 November 2022
     and to the Circular, incorporating a Notice of General Meeting, distributed to Shareholders on 14 November 2022
     regarding the Unwind of the Existing BEE Transaction 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 are further referred to the results
     of the General Meeting, announced on SENS on 13 December 2022.

2.   REPURCHASE CONDITIONS

     The salient dates and times in respect of the Repurchase as set out in the Circular ("Timetable") were determined
     based on the expectation that the Repurchase Conditions would be fulfilled or waived by no later than 17 January
     2023. Shareholders are hereby advised that not all of the Repurchase Conditions have been fulfilled as at 17
     January 2023.

     Once the Repurchase Conditions have been fulfilled or waived, the Company will publish an announcement to
     such effect as well as a revised Timetable for implementation of the Repurchase on SENS and in the press.

3.   DIRECTORS’ RESPONSIBILITY STATEMENTS

3.1  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.

3.2  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
17 January 2023

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

Attorneys
Webber Wentzel

Date: 17-01-2023 04:30:00
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