RCL FOODS LIMITED - Unwind of existing BEE transaction | Results of the general meeting

Unwind of existing BEE transaction | Results of the general meeting

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")

UNWIND OF EXISTING BEE TRANSACTION | RESULTS OF THE GENERAL MEETING

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 announcement released on SENS on 13 October 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.

2.   RESULTS OF THE GENERAL MEETING

     The Board is pleased to confirm that, at the General Meeting held today, Tuesday, 13 December 2022, all the special resolutions contained in the Notice of the General Meeting
     and proposed at the General Meeting were approved by the requisite majority of votes.

     In this regard, RCL FOODS confirms the voting statistics from the General Meeting as follows:

                                                               Votes cast disclosed as a                                        Shares voted              Shares abstained
                                                               percentage in relation to the total                              disclosed as a            disclosed as a
                                                               number of shares voted at the                                    percentage in relation    percentage in relation
                                                               meeting                                                          to the total issued       to the total issued
                                                               For                  Against            Number of shares         shares*                   shares*
      Resolutions                                              (%)                  (%)                voted                    (%)                       (%)
      
      Special resolutions

      1. Specific authority to repurchase the Common           99.98281%             0.01718%          873,581,412              91.57380%                 0.00369%
         Shares from the ESOP Trust
 
      2. Specific authority to repurchase the Common           99.98242%             0.01757%          854,432,343              89.56648%                 0.00369%
         Shares from SPV 2

      3. Authority to repurchase more than 5% of the           99.98281%             0.01718%          873,581,412              91.57380%                 0.00369%
         Shares in issue terms of section 48(8)(b),
         read with sections 114 and 115 of the
         Companies Act

      4. Revocation of Special Resolution Number 3 if the      99.98281%             0.01718%          873,581,412              91.57380%                 0.00369%
         Repurchase is not implemented
 
      Total issued share capital is 953,964,354 Shares.

3.   REPURCHASE CONDITIONS PRECEDENT

     Implementation of the Repurchase remains subject to the fulfilment or waiver (where permitted) of the remaining Repurchase Conditions Precedent. An announcement will be
     released on SENS and published in the South African press as soon as possible after the fulfilment or waiver (where permitted) of the remaining Repurchase Conditions
     Precedent.

4.   DIRECTORS’ RESPONSIBILITY STATEMENTS

4.1  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.

4.2  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
13 December 2022

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

Attorneys
Webber Wentzel

Date: 13-12-2022 03:02:00
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