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) Date: 06/03/2017 03:47:00 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.