Dealings in securities by directors, by directors of a major subsidiary and by the company secretary RFG HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2012/074392/06) JSE share code: RFG ISIN: ZAE000191979 DEALINGS IN SECURITIES BY DIRECTORS, BY DIRECTORS OF A MAJOR SUBSIDIARY AND BY THE COMPANY SECRETARY In compliance with the JSE Limited Listings Requirements, the following information is disclosed in relation to the acceptance of Share Appreciation Rights ("SARs") allocated under the Rhodes Food Group 2015 Share Plan ("Plan") on 1 December 2020 ("Allocation Date"). Director : BAS Henderson Company : RFG Holdings Limited Date of transaction : 3 December 2020 Nature of transaction : Off market acceptance of SARs granted to the director under the terms of the Plan Class of securities : SARs in respect of ordinary shares Number of SARs granted : 140 304 SARs allocation price* : R12.44 Total value of transaction : R1 745 381.76 Nature of interest : Direct beneficial Clearance obtained : Yes Director : WP Hanekom Company : RFG Holdings Limited Date of transaction : 1 December 2020 Nature of transaction : Off market acceptance of SARs granted to the director under the terms of the Plan Class of securities : SARs in respect of ordinary shares Number of SARs granted : 83 946 SARs allocation price : R12.44 Total value of transaction : R1 044 288.24 Nature of interest : Direct beneficial Clearance obtained : Yes Director : CC Schoombie Company : RFG Holdings Limited Date of transaction : 1 December 2020 Nature of transaction : Off market acceptance of SARs granted to the director under the terms of the Plan Class of securities : SARs in respect of ordinary shares Number of SARs granted : 75 033 SARs allocation price : R12.44 Total value of transaction : R933 410.52 Nature of interest : Direct beneficial Clearance obtained : Yes Director : J Mpele Company : Rhodes Food Group Proprietary Limited, a major subsidiary of RFG Holdings Limited Date of transaction : 1 December 2020 Nature of transaction : Off market acceptance of SARs granted to the director under the terms of the Plan Class of securities : SARs in respect of ordinary shares Number of SARs granted : 51 819 SARs allocation price : R12.44 Total value of transaction : R644 628.36 Nature of interest : Direct beneficial Clearance obtained : Yes Director : C Mareka Company : Rhodes Food Group Proprietary Limited, a major subsidiary of RFG Holdings Limited Date of transaction : 1 December 2020 Nature of transaction : Off market acceptance of SARs granted to the director under the terms of the Plan Class of securities : SARs in respect of ordinary shares Number of SARs granted : 54 405 SARs allocation price : R12.44 Total value of transaction : R676 798.20 Nature of interest : Direct beneficial Clearance obtained : Yes Director : C Costaras Company : Rhodes Food Group Proprietary Limited, a major subsidiary of RFG Holdings Limited Date of transaction : 1 December 2020 Nature of transaction : Off market acceptance of SARs granted to the director under the terms of the Plan Class of securities : SARs in respect of ordinary shares Number of SARs granted : 61 051 SARs allocation price : R12.44 Total value of transaction : R759 474.44 Nature of interest : Direct beneficial Clearance obtained : Yes Director : B Lakey** Company : Rhodes Food Group Proprietary Limited, a major subsidiary of RFG Holdings Limited Date of transaction : 1 December 2020 Nature of transaction : Off market acceptance of SARs granted to the director under the terms of the Plan Class of securities : SARs in respect of ordinary shares Number of SARs granted : 45 132 SARs allocation price : R12.44 Total value of transaction : R561 442.08 Nature of interest : Direct beneficial Clearance obtained : Yes * Allocation price per SARs is based on a 10-day VWAP ended 27 November 2020. ** B Lakey is also the Company Secretary of RFG Holdings Limited. • The vesting of the SARs is subject to certain conditions, including continued employment and the satisfaction of certain performance criteria. • To the extent that the employment and performance criteria are met, the SARs will vest as follows: o One third on the third anniversary of the Allocation Date. o One third on the fourth anniversary of the Allocation Date. o The balance on the fifth anniversary of the Allocation Date. Groot Drakenstein 4 December 2020 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 04-12-2020 09:00:00 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.