Dealings in securities by a director and by associates of directors RHODES FOOD GROUP HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2012/074392/06) JSE share code: RFG ISIN: ZAE000191979 (“the Company” or “RFG”) DEALINGS IN SECURITIES BY A DIRECTOR AND BY ASSOCIATES OF DIRECTORS With effect from today, 14 December 2018, RFG converted a percentage of “A” preference shares and “B” preference shares into ordinary shares, in terms of the Company’s Memorandum of Incorporation (“Conversion”). The remaining “A” preference shares and “B” preference shares following the Conversion have been redeemed by the Company, in accordance with their terms, on and with effect from today, 14 December 2018 (“Redemption”). The Conversion and Redemption have resulted in the following dealings, which are disclosed in terms of the JSE Limited Listings Requirements: Director CC Schoombie Associate Jacian Trust Relationship to associate Trustee and beneficiary Company Rhodes Food Group Holdings Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 799 920 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R14 798 520.00 Nature of interest Dealings by an associate, direct beneficial Director CL Smart Associate Capitalworks Rhodes Foods Investment Partnership Relationship to associate Principal and beneficiary Company Rhodes Food Group Holdings Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 3 435 480 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R63 556 380.00 Nature of interest Dealings by an associate, direct beneficial Director CL Smart Associate South African Investment Partnership Relationship to associate Principal and beneficiary Company Rhodes Food Group Holdings Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 513 000 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R9 490 500.00 Nature of interest Dealings by an associate, direct beneficial Director CL Smart Associate South African Investment Partnership 2 Relationship to associate Principal and beneficiary Company Rhodes Food Group Holdings Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 1 451 520 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R26 853 120.00 Nature of interest Dealings by an associate, direct beneficial Director GJH Willis Associate Capitalworks Rhodes Foods Investment Partnership Relationship to associate Principal and beneficiary Company Rhodes Food Group Holdings Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 3 435 480 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R63 556 380.00 Nature of interest Dealings by an associate, direct beneficial Director GJH Willis Associate South African Investment Partnership Relationship to associate Principal and beneficiary Company Rhodes Food Group Holdings Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 513 000 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R9 490 500.00 Nature of interest Dealings by an associate, direct beneficial Director GJH Willis Associate South African Investment Partnership 2 Relationship to associate Principal and beneficiary Company Rhodes Food Group Holdings Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 1 451 520 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R26 853 120.00 Nature of interest Dealings by an associate, direct beneficial Director C Costaras Associate Costaras Family Trust Relationship to associate Trustee and beneficiary Company Rhodes Food Group (Proprietary) Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 799 920 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R14 798 520.00 Nature of interest Dealings by an associate, direct beneficial Director JB Mpele Company Rhodes Food Group (Proprietary) Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 480 240 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R8 884 440.00 Nature of interest Direct beneficial Director R Phillips Associate RK Phillips Family Trust Relationship to associate Trustee and beneficiary Company Rhodes Food Group (Proprietary) Limited Date of transaction 14 December 2018 Nature of transaction Off-market receipt of ordinary shares pursuant to conversion of B redeemable convertible preference shares Number of securities 720 000 Class of securities Ordinary shares Transaction price R18.50 Total value of transaction R13 320 000.00 Nature of interest Dealings by an associate, direct beneficial The board of directors has given clearance in respect of the dealing in securities by Mr JB Mpele. The value of the transactions in ordinary shares by the directors or associates contemplated above, as the case may be, is based on the closing price of the ordinary shares on 13 December 2018, being R18.50. Groot Drakenstein 14 December 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 14/12/2018 12:53:00 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.