Small related party transaction

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

SMALL RELATED PARTY TRANSACTION

Introduction
Shareholders are referred to the announcements released on the Stock Exchange News Service
on (i) 12 September 2019 in which it was advised that RCL FOODS (through its wholly owned
subsidiary, RCL Group Services Proprietary Limited) and Siqalo Foods Proprietary Limited
("Siqalo") had entered into a management services agreement (the "MSA"), in terms of which
RCL FOODS was appointed to manage and assist Siqalo in its day-to-day business operations
by providing agreed management services, and (ii) 12 September 2022 in which it was advised
that an addendum had been concluded to extend the MSA. Shareholders are now advised that
a further services agreement ("Services Agreement") has been concluded to extend the
arrangement until 31 October 2027.

Small related party transaction
Remgro Limited ("Remgro") is a material shareholder of RCL FOODS and Siqalo is wholly
owned by Remgro. As a result, the conclusion of the Services Agreement constitutes a small
related party transaction in terms of paragraphs 10.1 and 10.7 of the Listings Requirements of
the JSE Limited ("Listings Requirements").

Rationale for the Services Agreement
Siqalo continues to require the agreed services, which RCL FOODS is willing to continue to
provide, and both parties therefore wish to extend the arrangement with effect from 1 October
2025, in order to ensure continuity and certainty for both parties.

Terms of the Services Agreement
The appointment of RCL FOODS to provide the agreed services, has been extended until 31
October 2027.

RCL FOODS shall provide the agreed services, which shall be reviewed against the agreed
performance measures. The performance of the services by RCL FOODS will be subject to (i)
the principles and policies laid down by Siqalo's board of directors: (ii) Siqalo's annual budget
and business plan; and (iii) the provisions of the Services Agreement and Siqalo's
constitutional documents. The agreed services include Finance, Sales, Marketing, Procurement,
Human Resources, Legal, Internal Audit and Information Technology, leveraging off RCL
FOODS' platform.

In consideration for the services to be rendered, Siqalo shall pay RCL FOODS a market related
service fee of R188 million per financial year (exclusive of value added tax), which shall be
adjusted annually for inflation.

Fairness Opinion
In terms of paragraph 10.7(b) of the Listings Requirements, RCL FOODS is required to provide
the JSE with written confirmation from an independent expert acceptable to the JSE that the
terms of the Services Agreement are fair as far as the shareholders of RCL FOODS are
concerned ("Fairness Opinion"). RCL FOODS has engaged BDO Corporate Finance Proprietary
Limited which has expressed the opinion that the terms of the Services Agreement are fair to
RCL FOODS' shareholders. The Fairness Opinion will lie for inspection at RCL FOODS' registered
office for a period of 28 days from the date of this announcement.

Durban
26 September 2025

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

Date: 26-09-2025 03:00:00
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