Dealings in securities by an associate of directors and disclosure of beneficial interest in RFG ordinary shares

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 AN ASSOCIATE OF DIRECTORS AND DISCLOSURE OF BENEFICIAL
INTEREST IN RFG ORDINARY SHARES

In compliance with the JSE Limited Listings Requirements, the following information is disclosed:

  Directors:                       Garth Willis and Chad Smart
  Company:                         RFG Holdings Limited
  Name of associate:               Capitalworks Private Equity SP GP II Proprietary Limited, as
                                   general partner of Special Purpose Acquisition Partnership VI
  Relationship to directors:       Garth Willis and Chad Smart have an indirect economic interest,
                                   through discretionary trusts, in Special Purpose Acquisition
                                   Partnership VI
  Nature of transaction:           On market purchase of securities
  Class of securities:             Ordinary shares

  Date of transaction:             3 June 2024
  Number of securities:            1,078,812
  Purchase price per share:        R13.50
  Total value of transaction:      R14,563,962.00

  Nature of interest:              Indirect beneficial, through discretionary trusts
  Clearance obtained:              Not required - associate dealing

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 as amended ("the Act"), regulation
121(2)(b) of the Companies Regulations, 2011 and paragraph 3.83(b) of the JSE Limited Listings Requirements,
shareholders are advised that RFG has received notification in terms of section 122(1) of the Act that:

Capitalworks Private Equity SP GP II Proprietary Limited ("Capital Works") has increased its holding in RFG,
such that the total interest in the ordinary shares of the Company held by Capital Works amounts to 40.15%
(previously 39.74%) of the total issued ordinary share capital of RFG. Capital Works' ultimate holding in RFG is
held within three subsidiary entities:

  - South African Investment GP Trust,
  - Capitalworks Private Equity GP Proprietary Limited,
  - Capitalworks Private Equity SP GP II Proprietary Limited.

As required in terms of section 122(3)(a) of the Act, the Company has filed the required notice with the Takeover
Regulation Panel.

The board of directors of RFG accepts responsibility for the information contained in this announcement as it
relates to the Company and confirms that, to the best of its knowledge and belief, such information relating to
RFG is true and that this announcement does not omit anything likely to affect the importance of such
information.

Groot Drakenstein
5 June 2024

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 05-06-2024 10:15:00

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