Announcement regarding Capitalworks’ shareholding in RFG and dealings in securities by associates of directors RFG Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2012/074392/06) Share code: RFG ISIN: ZAE000191979 ("RFG") ANNOUNCEMENT REGARDING CAPITALWORKS’ SHAREHOLDING IN RFG AND DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS 1. INTRODUCTION Capitalworks Private Equity Advisor Proprietary Limited, on behalf of funds that it advises or that co-invests alongside such funds ("Capitalworks"), has been a significant, long-term investment partner of RFG, pre-dating RFG's listing on the exchange operated by the JSE Limited ("JSE") in 2014 when Capitalworks, through its related (controlled) entities, retained a c.40% shareholding in RFG following RFG's initial public offering. The related entities through which Capitalworks holds such a controlling interest in RFG are South African en-commandite partnerships which have reached the end of their tenure, thus necessitating a restructure of Capitalworks' shareholding in RFG. As RFG shareholders ("Shareholders") may be aware, Capitalworks' shareholding in RFG has, to date, been held by and through: (i) Capitalworks Private Equity GP Proprietary Limited ("Capitalworks PE GP"), as general partner ("GP") of Capitalworks Rhodes Food Investment Partnership ("Capitalworks RFIP"); and (ii) South African Investment GP Trust ("Capitalworks Trust GP"), as GP of Capitalworks Rhodes Food Investment Partnership II ("Capitalworks RFIP II"), South African Investment Partnership ("SAIP") and South African Investment Partnership II ("SAIP II"), (Capitalworks RFIP, Capitalworks RFIP II, SAIP and SAIP II together referred to as the "Capitalworks RFG Funds"), with Capitalworks PE GP and Capitalworks Trust GP being related parties of Capitalworks in which effective control of the RFG ordinary shares ("Shares") vest. Accordingly, Shareholders are advised that Capitalworks has restructured its shareholding in RFG. To this end, the Capitalworks RFG Funds have disposed of all Shares held by them, equating to approximately 37.7% of the total issued ordinary share capital of RFG (being 98 677 102 Shares in aggregate) (the "Capitalworks Disposal"). In addition, associates of certain members of the RFG executive management team, namely Deputy CEO Pieter Hanekom and Chief Financial Officer Tiaan Schoombie (together, "Participating Management Team") have also disposed of an aggregate 1 305 903 Shares equating to approximately 0.5% of the total issued ordinary share capital of RFG (the "Participating Management Team Disposal"). The Shares disposed of as part of the Capitalworks Disposal and the Participating Management Team Disposal have been acquired by and consolidated into two newly established Capitalworks funds (South African en-commandite partnerships), being: (i) RFG Holdings Partnership ("RFG Holdings Partnership") of which RFG Holdings GP Partnership (another newly established South African en-commandite partnerships of which Capitalworks Trust GP is the GP) is the GP; and (ii) Capitalworks RFG Partnership ("CW RFG Partnership") of which Capitalworks PE GP is the GP, (together, the "Capitalworks Acquisition"). The restructure of Capitalworks' shareholding in RFG does not alter the existing Capitalworks control structure in RFG, which remains in place and will continue through the two current Capitalworks GPs (being Capitalworks PE GP and Capitalworks Trust GP). 2. BACKGROUND AND RATIONALE Founded in 2006, Capitalworks is a leading independent alternative asset management firm, providing investment access and specialist solutions to its investors across a wide range of industries and investment themes in global emerging markets. Capitalworks, through Capitalworks PE GP and the Capitalworks Trust GP, as GPs of the Capitalworks RFG Funds, has been a long- standing and supportive shareholder of RFG. As Capitalworks Fund I (being a fund comprising of Capitalworks Private Equity Fund L.P., represented by Capitalworks International Equity Partners GP Limited as its GP, and Capitalworks Private Equity Partnership, represented by Capitalworks Private Equity GP Proprietary Limited as its GP) ("Capitalworks Fund I") and the Capitalworks RFG Funds approach the end of their mandated fund lives and are therefore required to exit their investment in RFG, the Capitalworks Disposal and simultaneous Capitalworks Acquisition will allow Capitalworks to remain a major investor in RFG. Capitalworks remains fully supportive of RFG and its management team and believes that RFG provides Capitalworks with a compelling investment opportunity given that: - RFG is a leading African food producer with a growing portfolio of market leading brands which is complemented by its positioning in the private label space; - RFG has a diverse portfolio of products, serving a wide range of consumers, which allows for both resilience and growth; - RFG has an experienced management team to continue to lead RFG in the next phase of its growth; - RFG has a significant asset base and distribution network to support the next phase of its growth; and - Capitalworks believes that RFG is well positioned as a platform for continued growth in South Africa and the rest of Africa. 3. RFG MANAGEMENT PARTICIPATION IN RFG HOLDINGS PARTNERSHIP AND CW RFG PARTNERSHIP The Participating Management Team will indirectly (through RFG Holdings Partnership) reinvest the net proceeds received from the Participating Management Team Disposal into the CW RFG Partnership and, together with Chief Executive Officer Bruce Henderson, will contribute a further R20 million of fresh capital to the new Capitalworks fund structure. 4. DEALINGS IN SECURITIES BY DIRECTORS AND ASSOCIATES OF DIRECTORS In compliance with the Listings Requirements of the JSE, the following dealings in Shares by directors and associates of directors pursuant to the Capitalworks Disposal, the Participating Management Team Disposal and the Capitalworks Acquisition is hereby disclosed as follows: Capitalworks Disposal: Associates’ dealings Name of directors: Garth Willis and Chad Smart Company: RFG Holdings Limited Name of associate: Capitalworks PE GP, as GP of Capitalworks RFIP Relationship of associate to Garth Willis and Chad Smart are indirect controlling directors: shareholders and directors within the control structure of Capitalworks PE GP, as GP of Capitalworks RFIP and have an indirect economic interest in RFG by way of a carried interest in relation to the investments held in RFG by Capitalworks PE GP, as GP of Capitalworks RFIP Nature of transaction: Off market disposal of securities Class of securities: Ordinary shares Date of transaction: 26 March 2021 Number of securities: 59 692 656 Disposal price per security: R12.50 Total value of transaction: R746 158 200 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Name of directors: Garth Willis and Chad Smart Company: RFG Holdings Limited Name of associate: Capitalworks Trust GP, as GP of Capitalworks RFIP II Relationship of associate to Garth Willis and Chad Smart are indirect controlling directors: shareholders and directors within the control structure of Capitalworks Trust GP, as GP of Capitalworks RFIP II and have an indirect economic interest in RFG by way of a carried interest in relation to the investments held in RFG by Capitalworks Trust GP, as GP of Capitalworks RFIP II Nature of transaction: Off market disposal of securities Class of securities: Ordinary shares Date of transaction: 26 March 2021 Number of securities: 4 851 260 Disposal price per security: R12.50 Total value of transaction: R60 640 750 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Name of directors: Garth Willis and Chad Smart Company: RFG Holdings Limited Name of associate: Capitalworks Trust GP, as GP of SAIP Relationship of associate to Garth Willis and Chad Smart are indirect controlling directors: shareholders and directors within the control structure of Capitalworks Trust GP, as GP of SAIP and have an indirect economic interest in RFG by way of a carried interest in relation to the investments held in RFG by Capitalworks Trust GP, as GP of SAIP Nature of transaction: Off market disposal of securities Class of securities: Ordinary shares Date of transaction: 26 March 2021 Number of securities: 8 904 940 Disposal price per security: R12.50 Total value of transaction: R111 311 750 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Name of directors: Garth Willis and Chad Smart Company: RFG Holdings Limited Name of associate: Capitalworks Trust GP, as GP of SAIP II Relationship of associate to Garth Willis and Chad Smart are indirect controlling directors: shareholders and directors within the control structure of Capitalworks Trust GP, as GP of SAIP II and have an indirect economic interest in RFG by way of a carried interest in relation to the investments held in RFG by Capitalworks Trust GP, as GP of SAIP II Nature of transaction: Off market disposal of securities Class of securities: Ordinary shares Date of transaction: 26 March 2021 Number of securities: 25 228 246 Disposal price per security: R12.50 Total value of transaction: R315 353 075 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Participating Management Team Disposal: Name of director: Tiaan Schoombie Company: RFG Holdings Limited Name of associate: Schoombies Investments Proprietary Limited Relationship of associate to Tiaan Schoombie is a trustee and beneficiary of the sole director: shareholder of Schoombies Investments Proprietary Limited and a director of the company Date of transaction: 26 March 2021 Nature of transaction: Off market disposal of securities Class of securities: Ordinary shares Number of securities: 1 000 000 Disposal price per security: R12.50 Total value of transaction: R12 500 000 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Name of director: Pieter Hanekom Company: RFG Holdings Limited Name of associate: Relta 38 Proprietary Limited Relationship of associate to Pieter Hanekom is the sole director of, and through a family director: trust controls the majority of the voting rights in, Relta 38 Proprietary Limited Date of transaction: 26 March 2021 Nature of transaction: Off market disposal of securities Class of securities: Ordinary shares Number of securities: 305 903 Disposal price per security: R12.50 Total value of transaction: R3 823 788 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Capitalworks Acquisition: Name of directors: Garth Willis and Chad Smart Company: RFG Holdings Limited Name of associate: Capitalworks PE GP, as GP of CW RFG Partnership Relationship of associate to Garth Willis and Chad Smart are indirect controlling directors: shareholders and directors within the control structure of Capitalworks PE GP, as GP of CW RFG Partnership and have an indirect economic interest in RFG by way of a carried interest in relation to the investments held in RFG by Capitalworks PE GP, as GP of CW RFG Partnership Nature of transaction: Off market purchase of securities Class of securities: Ordinary shares Date of transaction: 26 March 2021 Number of securities: 97 503 005 Purchase price per R12.50 security: Total value of transaction: R1 218 787 562.50 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Name of directors: Garth Willis and Chad Smart Company: RFG Holdings Limited Name of associate: Capitalworks Trust GP, as GP of RFG Holdings GP Partnership (which, in turn, acts as GP for RFG Holdings Partnership) Relationship of associate to Garth Willis and Chad Smart are indirect controlling directors: shareholders and directors within the control structure of Capitalworks Trust GP, as GP of RFG Holdings GP Partnership (which, in turn, acts as GP for RFG Holdings Partnership) and have an indirect economic interest in RFG by way of a carried interest in relation to the investments held in RFG by Capitalworks Trust GP, as GP of RFG Holdings GP Partnership (as GP for RFG Holdings Partnership) Nature of transaction: Off market purchase of securities Class of securities: Ordinary shares Date of transaction: 26 March 2021 Number of securities: 2 480 000 Purchase price per R12.50 security: Total value of transaction: R31 000 000 Nature of interest: Indirect beneficial Clearance obtained: Not required – associate dealing Shareholders are further advised that an associate of directors Garth Willis and Chad Smart has entered into a security (pledge and cession) arrangement in respect of RFG Shares: Name of directors: Garth Willis and Chad Smart Company: RFG Holdings Limited Name of associate: Capitalworks PE GP, as GP of CW RFG Partnership Relationship of associate Garth Willis and Chad Smart are indirect controlling to directors: shareholders and directors within the control structure of Capitalworks PE GP, as GP of CW RFG Partnership and have an indirect economic interest in RFG by way of a carried interest in relation to the investments held in RFG by Capitalworks PE GP, as GP of CW RFG Partnership Nature of transaction: Off-market pledge and cession in securitatem debiti of Shares as security for financial obligations of Capitalworks PE GP, as GP of CW RFG Partnership, in favour of Rand Merchant Bank (A division of FirstRand Bank Limited) ("RMB") Class of securities: Ordinary shares Date of transaction: 26 March 2021 Number of securities 97 503 005 pledged: Deemed value of securities R1 218 787 562.50 based on prevailing market price: Nature of interest: Indirect beneficial Nature, term and amount of (i) Guarantee for existing Capitalworks Fund I debt to financial obligation: RMB; due 23 April 2021 - R57 041 214; and (ii) Term loan facility to be provided by RMB; bridge portion - R71 928 257; balance repayable in 5 years - R375 011 558 Groot Drakenstein 26 March 2021 Sponsor to RFG Rand Merchant Bank (A division of FirstRand Bank Limited) Financial and transaction adviser to Capitalworks Rand Merchant Bank (A division of FirstRand Bank Limited) Legal adviser to Capitalworks Webber Wentzel Date: 26-03-2021 05:23:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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