RCL FOODS LIMITED - Clarification announcement - exercise of appraisal rights by dissenting shareholder

Clarification announcement - exercise of appraisal rights by dissenting shareholder

RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share code: RCL
("RCL FOODS" or "the Company")

CLARIFICATION ANNOUNCEMENT | EXERCISE OF APPRAISAL RIGHTS BY DISSENTING SHAREHOLDER

Terms defined in the circular distributed by the Company to shareholders on 14 November 2022 ("Circular") have been
used in this announcement.

Shareholders are referred to the announcement released on SENS on 20 March 2023 in terms of which they were
advised that one of RCL FOODS' Shareholders, Breede Coalitions Proprietary Limited ("Breede Coalitions")
represented by its sole director, Mr Abraham Albertus Cilliers ("Mr Cilliers"), had exercised Appraisal Rights
("Appraisal Rights Exercise") following the approval of the Repurchase Resolution by Shareholders
("Announcement").

After publication of the Announcement, Breede Coalitions filed a complaint with the JSE regarding certain statements
made in the Announcement. The JSE, after consideration of the complaint, ruled that the statements contained in
paragraphs 3.2 and 3.4 of the Announcement were neither required by the provisions of the Listings Requirements,
nor considered to be price sensitive.

Following further engagement between the JSE and the Company, the Company wishes to clarify the rationale for the
Announcement.

The purpose of the Announcement was twofold:
- to comply with the Company's obligation, in terms of paragraph 5.67(A) of the Listings Requirements, to advise
  Shareholders of the details of the repurchase of Shares held by Breede Coalitions pursuant to the Appraisal
  Rights Exercise ("Appraisal Rights Shares"); and
- to inform Shareholders that although, in the Company's opinion, the Appraisal Rights Exercise was
  inappropriate having regard to the nature of the Repurchase transaction and the circumstances surrounding
  Breede Coalitions' shareholding in the Company, the Company had resolved to repurchase the Appraisal
  Rights Shares rather than to legally challenge the Appraisal Rights Exercise, and to provide context to
  Shareholders in support of that decision.

In light of the JSE's ruling Shareholders are advised that paragraphs 3.2 and 3.4 of the Announcement are hereby
withdrawn.

Westville
9 May 2024

Financial Adviser and Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Attorneys
Webber Wentzel

Date: 09-05-2024 02:30:00
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