Acquisition of the share equity and claims of Pakco Proprietary Limited ("Pakco") RHODES FOOD GROUP HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2012/074392/06) JSE share code: RFG ISIN: ZAE000191979 ("RFG" or "the Company") ACQUISITION OF THE SHARE EQUITY AND CLAIMS OF PAKCO PROPRIETARY LIMITED ("PAKCO") Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited (“SENS”) on 4 October 2016 (“Acquisition Announcement”) regarding the Company’s wholly owned subsidiary, Rhodes Food Group Proprietary Limited (“Rhodes Food”) having concluded an agreement relating to the acquisition by Rhodes Food of 100% of the issued share capital of Pakco from its shareholder ("Seller") as well as all of the shareholder’s loan claims against Pakco (the "Acquisition"), which acquisition was subject to the fulfilment or waiver, as the case may be, of certain conditions precedent. Further to the Acquisition Announcement, the Company’s board of directors is pleased to advise that - 1. the Competition Commission has approved the Acquisition subject to the condition that Rhodes Food and Pakco shall not retrench any employees of Pakco as a result of the Acquisition; and 2. the JSE Limited has approved the listing of the Consideration Shares (as defined below) in terms of the Listings Requirements of the JSE Limited. As the remaining conditions precedent thereto have been fulfilled, the Acquisition has therefore become unconditional. The effective date of the Acquisition is 1 January 2017 and the closing date of the Acquisition is 22 March 2017. Shareholders are advised that the purchase consideration has been reduced by an amount equal to R3 000 000 (three million rand) and accordingly the purchase consideration payable by Rhodes Food to the Seller is R197 000 000 (one hundred and ninety-seven million rand). The purchase consideration will be settled by way of the issue and allotment to the Seller of 7 762 018 ordinary shares in the share capital of RFG (“Consideration Shares”), at an issue price of R25.38. Groot Drakenstein 15 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal Advisor ENSafrica Date: 15/03/2017 02:20:00 Supplied by www.sharenet.co.za 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.