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

Dealings in share appreciation rights (“SARs”) by directors of a major subsidiary

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 DIRECTORS OF A
MAJOR SUBSIDIARY

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 Balidis
Company                       :   RCL Foods Consumer Pty Ltd, a
                                  major subsidiary of the Company
Date of transaction           :   10 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      :   46,708
SARs award price              :   R14.73
SARs exercise price           :   R15.86
Total gain on transaction     :   R52,766.22
Equivalent number of shares   :   3,327
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   DS Milne
Company                       :   RCL Foods Consumer Pty Ltd, a
                                  major subsidiary of the Company
Date of transaction           :   13 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      :   98,604
SARs award price              :   R14.73
SARs exercise price           :   R15.98
Total gain on transaction     :   R123,253.74
Equivalent number of shares   :   7,713
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   SA Van Der Merwe
Company                       :   RCL Foods Consumer Pty Ltd, a
                                  major subsidiary of the Company
Date of transaction           :   13 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      :   35,153
SARs award price              :   R14.73
SARs exercise price           :   R15.98
Total gain on transaction     :   R43,929.02
Equivalent number of shares   :   2,749
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   WE Schwimmbacher
Company                       :   RCL Foods Consumer Pty Ltd, a
                                  major subsidiary of the Company
Date of transaction           :   15 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      :   67,621
SARs award price              :   R14.73
SARs exercise price           :   R16.02
Total gain on transaction     :   R87,228.90
Equivalent number of shares   :   5,445
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

The following transaction is disclosed in relation to SARs which
were awarded subsequent to 2 June 2010 and are not due to expire
within the next two years. SARs award prices and exercise prices
were similarly determined as the 5-day volume weighted average
price (VWAP) as at the respective award and exercise dates:

Director                      :   WE Schwimmbacher
Company                       :   RCL Foods Consumer Pty Ltd, a
                                  major subsidiary of the Company
Date of transaction           :   15 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      :   78,023
SARs award price              :   28,294 at R13.20; 49,729 at R14.04
SARs exercise price           :   R16.02
Total gain on transaction     :   R178,238.52
Equivalent number of shares   :   11,126
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes


Durban
15 March 2017

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

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