RFG Integrated Report 2020

2020 INTEGRATED REPORT
INTRODUCING OUR INTEGRATED REPORT

The extended national lockdown in response to the outbreak of the global Covid-19 pandemic has had a serious financial and social impact
on millions of South Africans.
As an essential service provider under the state of disaster regulations, RFG continued to trade throughout the lockdown to ensure the ongoing
supply of food products. However, the abnormal trading conditions and forced closure of sectors of the economy have had an adverse impact on
the group’s performance in the second half of the financial year.
Our 2020 Integrated Report aims to demonstrate how the group responded to the challenges of operating through the pandemic and protected value
for shareholders through robust risk management, cash preservation, effective business continuity and uncompromising health and safety standards.
The report is again targeted primarily at our shareholders and the broader investment community. However, we recognise the crucial contribution
of all stakeholder groups, including our customers, employees, suppliers, financial institutions and industry regulators. We also acknowledge the
importance of the societies in which RFG operates, which ensures a viable customer base and provides the skills required by the business.
Reporting scope and boundary

The report covers information relating to the strategy, material issues, risks, operational performance, financial results and governance for the
52-week period from 30 September 2019 to 27 September 2020.
The financial reporting boundary covers the results of the regional and international operating segments. The regional segment, which includes
South Africa and 12 other sub-Saharan African countries where the group’s products are sold, accounts for 79% of the group’s revenue.
The international segment covers exports to all global markets excluding Africa.
Summarised consolidated financial statements have been published in the Integrated Report, with the audited annual consolidated financial
statements for RFG as well as the audited annual financial statements for the company available at www.rfg.com.
We continue to apply the principle of materiality in determining the content and disclosure in the report. The directors have identified material
issues which could affect the group’s ability to deliver its strategy and could have a material impact on the revenue and profitability of the group
(refer to pages 8 and 9).
Governance and reporting compliance

The Integrated Report reflects the group’s commitment to good corporate governance, underpinned by the reporting principles of accountability,
transparency, balance and materiality.
The King lV Report on Corporate Governance (King lV) has been applied throughout the 2020 financial year and the directors confirm that the
group has in all material respects applied the principles of the code.
Our financial reporting complies with International Financial Reporting Standards and as a listed company we comply with the JSE Listings
Requirements. The guiding principles of the Integrated Reporting Framework of the International Integrated Reporting Council have also been
applied in the preparation of this report.
Independent assurance
The Integrated Report has been reviewed by the directors and management, and has not been independently assured. The group’s external
auditor, Deloitte & Touche, has provided assurance on the annual consolidated financial statements and expressed an unmodified audit opinion.
The external auditor has also reviewed the accuracy of the financial information extracted from the annual consolidated financial statements
that appears in the Integrated Report. The non-financial and sustainability-related information disclosed in the report has been approved by the
board’s social and ethics committee.
Directors’ approval
The directors have collectively reviewed the Integrated Report and confirm it addresses all material issues, the integrated performance and the
outlook for the group. The audit, risk and information technology committee has oversight responsibility for integrated reporting and recommended
the report for approval by the directors. The 2020 Integrated Report was unanimously approved by the board on 27 November 2020.

Dr Yvonne Muthien Bruce Henderson
Independent non-executive chairperson Chief executive officer
INTEGRATED REPORT 2020

CONTENTS
Introducing our Integrated Report IFC
Group profile 2
Group strategy 6
Material issues, risks and opportunities 8
Investment case 10
Managing stakeholder engagement 12
Managing the impact of Covid-19 14
Chairperson’s letter to shareholders 16
Board of directors 18
Executive management 20
Chief executive officer’s report 22
Chief financial officer’s report 24
Five-year performance review 27
Operations report 28
Corporate governance report 36
Remuneration report 44
Social and ethics committee report 60
Sustainability report 64
Summarised consolidated financial statements 68
Analysis of shareholders 83
Notice of annual general meeting 84
Form of proxy Attached
Shareholders’ diary 95
Corporate information 96
The Integrated Report is supplemented by additional information

and reports which are also available online at www.rfg.com. These
include the 2020 annual financial statements, the 2020 annual
results and the 2020 annual results presentation.
INTEGRATED REPORT 2020 1

GROUP PROFILE
Review of 2020
Group turnover Regional turnover International turnover
+8.3% +6.6% +15.5%

to R5.9 billion
Net foreign exchange losses of EBITDA Diluted HEPS
R54.6 million +10.3% +3.1%

(2019: gains of R24.1 million) to R625.0 million to 86.4 cents
Dividend per share Cash generated from operations Net debt/equity ratio
improved from 47.0% to
+3.2% +21.6% 43.0%
to 28.8 cents
Group turnover
L
NA
GROUP TURNOVER
IO
L
REG
(R’million) NA 29%
IO
9.1%
REG
*
CAGR REVENUE 29%
CONTRIBUTION
50% BY SEGMENT
REVENUE
CONTRIBUTION
50% BY SEGMENT
5 864 21%
5 414
AL
4 990
4 593
ON
I
T21%
4 146
NA
AL
R
INTE
ON
I
N AT
2016 2017 2018 2019 2020
Long life foods
IN TER
Fresh foods
*Compound annual growth rate. International
Long life foods
Fresh foods
International
2 INTEGRATED REPORT 2020

Market leader in convenience meal solutions
RFG is a leading producer of convenience meal solutions for customers throughout
South Africa, sub-Saharan Africa and multiple major global markets.
Founded in 1896, RFG was listed on the JSE Limited in October 2014. In the five years after listing the group concluded nine acquisitions
to expand and diversify its product offering and extend its market-leading brands into new product categories.
In 2020 the name of the listed holding company, Rhodes Food Group Holdings, was changed to RFG Holdings to create an identity
and branding for the holding company which is distinct from the main operating subsidiary, Rhodes Food Group, and the main trading
brand Rhodes.
From its heritage in canned fruits and jams, RFG has diversified from the single Rhodes brand into a multi-brand food producer owning
a range of trusted, market-leading brands including Rhodes, Bull Brand, Magpie, Squish, Pakco, Bisto, Hinds and Southern Coating.
The growing portfolio of brands is complemented by private label product ranges packed for major South African and international
retailers.
Products cover fresh and frozen ready meals, pastry-based products, dairy products, fruit juices, fruit purees and concentrates,
jams, bottled salads, canned fruits, vegetables and meat and dry packed foods.
Based in Groot Drakenstein in the Western Cape, South Africa, RFG has a well-capitalised production base comprising 14 manufacturing
facilities across South Africa and in Eswatini.
The group’s product development capability is centralised at Groot Drakenstein and is supported by a world class product development
centre which was commissioned in 2018. A culture of continuous innovation across new product development and production processes
ensures the group generates healthy organic growth and maintains long-term relationships with local and international customers.
REGIONAL REGIONAL INTERNATIONAL

LONG LIFE FOODS FRESH FOODS
• Canned fruits and vegetables • Ready meals • Canned fruits

• Jams • Pies and pastry products • Fruit snacks in plastic cups
PRODUCT CATEGORIES
• Bottled salads and pickles • Deli bakery and snacking products • Long life fruit juices
• Long life fruit juice • Dairy products • Industrial pulps and purees
• Fruit purees
• Baby foods
• Canned meat
• Dry packed foods
• Fruit snacks in plastic cups
MARKETS
South Africa and South Africa Major global markets

12 other sub-Saharan African countries
• Strong product portfolio • Long-term partnership with • Long-term supplier to global retail
MARKET POSITION
AND OFFERING
• RFG’s own brands including Woolworths and premium branded customers

Rhodes, Bull Brand, Squish, Bisto, • National pie supply agreement
Hinds, Pakco and Southern Coating with Engen
• Private label ranges for all major • Extensive distribution of own brands
domestic retailers Magpie and Ma Baker

GROUP PROFILE CONTINUED
Products exported to global markets*
EUROPE
31%
OF SALES MIDDLE EAST
USA AND CANADA 9%
24%
OF SALES
OF SALES
FAR EAST
25%
OF SALES
AUSTRALASIA
11%
OF SALES
Products sold in the rest of Africa** * Reflects percentage of international

segment’s turnover generated in
BOTSWANA MALAWI REPUBLIC OF CONGO respective global markets. International
ESWATINI MAURITIUS REUNION accounts for 21% of group turnover.
GHANA MOZAMBIQUE ZAMBIA ** Sales in sub-Saharan Africa are
MADAGASCAR NAMIBIA ZIMBABWE included in the regional segment.

Market-leading brand portfolio
RFG’s brands hold the number one or significant number two positions in most targeted
product categories and have experienced steady market share growth in recent years.
RFG is the leading manufacturer of canned fruit, jams, canned meat and bottled salads and pickles in South Africa.
The Rhodes brand remains the country’s market leader in canned pineapple and canned tomato, supported by strong number two
positions in canned fruit, jams, canned vegetables and fruit juice.
In the product categories which RFG has entered through acquisitions over the past eight years, Rhodes is number two in fruit juice
and baby foods, Bull Brand the market leader in corned meat, Southern Coating the number one brand in coatings and the Bisto brand
number two in the gravy category.

GROUP STRATEGY
RFG aims to be the supplier of choice for fresh, frozen and

long life meal solutions in its selected markets.
Delivery against the objectives for the group’s five strategic pillars outlined below should
ensure sustained growth in the long term and value creation for our stakeholders.
1. DIVERSIFIED FOOD GROUP

Strategic objectives Achieved in 2020 Plans for 2021
• Ensure diversification across products, • Organic growth through market share • Organic growth through market share
customers, regions and revenue gains, specifically canned fruit, canned gains, especially in new categories
streams vegetable, fruit juice and baby foods • Further product, customer and
• Operate primarily in the domestic • Revenue diversified across regional geographic diversification
market and high growth sub-Saharan long life foods (50%); regional fresh • New product launches
African countries foods (29%); international (21%)
• Further expansion of sales in
• Export long life products to select • Revenue diversified across retail, sub-Saharan Africa
international markets and strive to be wholesale, convenience and out-of-
• Continue to evaluate acquisition
the global leader in value added fruit home channels
opportunities aligned to the group’s
products • Food service channel severely core product categories
• Dominate fruit juice and canned meat impacted by Covid-19
categories in sub-Saharan Africa • RFG active in 12 other sub-Saharan
• Identify additional markets, channels or African countries
products with high growth potential • Strong growth in fruit cups, particularly
• Diversify markets and products through to the USA market
acquisition
2. VALUE-ADD MEAL SOLUTIONS

• Convenience food in fresh, frozen and • Hinds Spices relaunched with brand • Strong focus on core offer to ensure
long life formats overhaul and range extensions solid organic growth
• Focus primarily on grocery, fruit • Rhodes fruit juice range extended • Continued innovation in products and
juice, baby food, pie and ready meals • Rhodes Squish baby food range packaging
categories extended • Further range extensions especially in
• Develop the higher margin dry foods • Pakco curry powder range extended new categories, including dry food
category
• Plant-based protein ready meal range
• Meal solutions across customer income extended
groups
• Range of non-dairy alternative products
• Continuous innovation in product, extended
processes and packaging
• New private label ranges for major food
• Market leader in innovation retailers in South Africa

3. MARKET-LEADING BRANDS
• Build RFG brands to occupy number • Increased market shares in core • Continue to invest and build brands
one and two positions in target product product categories such as Pakco and Hinds in new
categories through organic growth and • Number two producer in recently categories
value accretive acquisitions entered categories of baby foods and • Extend product ranges
• Accelerate growth in new segments or fruit juice • Grow brand shares
markets through acquisitions and new
• Further lateral product extensions
product launches
4. PARTNERSHIPS WITH INDUSTRY LEADING CUSTOMERS

• Produce for select private label • New private label ranges for major • Continue to cultivate partnerships
programmes retailers including ready meals, fruit • Explore new markets for existing
• Extend existing partnerships to juices, canned fruit, dry foods, dairy product range
customers in new categories and and pies
• Increase buyer own brands exports
geographies • Entered USA retail market through to USA
• Establish new long-term relationships supply agreement with Walmart
with local and international customers
5. WORLD-CLASS MANUFACTURING FACILITIES

• Ongoing development and investment • R160 million invested in capacity • Planned capital expenditure of
in production facilities and leading expansion and enhancing production R250 million, including
technology efficiency, including –– Installation of 200ml fruit juice line
• Facilities located close to end markets –– Installation of additional fire (Wellington)
and sources of raw materials prevention equipment at Groot –– Building of new warehouse at
• Production sites certified to Drakenstein, Tulbagh and fruit juice factory (Wellington)
international standards Wellington plants
–– Additional filling line in baby food
• Consolidate manufacturing plants to –– Equipment upgrades and factory (Groot Drakenstein)
create production and cost efficiencies replacement at the fruit products
–– Ongoing development of pineapple
(Tulbagh), vegetable products
plantations (Eswatini)
(Limpopo) and pie (Aeroton) facilities
–– Upgrade bakery facility to integrate
–– Ongoing development of new
KwaZulu-Natal pie operation
pineapple plantations in Eswatini
(Linbro Park)
• Food safety certifications including
FSSC 22000, IFS Food Standard,
Global Standard for Food Safety

MATERIAL ISSUES, RISKS AND OPPORTUNITIES
Material issues have been identified which could significantly impact on the group’s
revenue and profitability, and therefore influence RFG’s ability to create and sustain value
for shareholders. Risks and opportunities are presented for each material issue.
The material issues are reviewed bi-annually by the board and management. Following the review for the 2021 financial year, the impact
of Covid-19 has been included as a material issue owing to the magnitude of the social, financial and operational impact of the pandemic.
1 2 3
MATERIAL
ISSUE
ECONOMIC AND TRADING

IMPACT OF COVID-19 PRODUCT INTEGRITY
ENVIRONMENT
The impact of the Covid-19 Weak economic conditions in Product and packaging of the highest
WHY MATERIAL?
pandemic and related lockdown South Africa have been impacting standards are essential for a food
restrictions have had a material consumer disposable income producer to ensure product quality
impact on the group’s stakeholders over a prolonged period and this and safety and customer satisfaction
and performance, and the impact has been compounded by the
is expected to continue into the Covid-19 pandemic
medium term
• Temporary closure of • Current weak economic • Product recall owing to compromised

manufacturing facilities due to environment reducing disposable food safety standards
employee infections impacts on income of consumers • Customer claims arising from
production levels and efficiencies • Raw material input costs are rising, product quality or packaging failure
and cash flow and higher selling prices are met • Potential adverse financial impact
• Closure of sectors of the economy with resistance from consumers and negative effect on brand
during lockdown impacting • Margin dilution reputation
specific product categories
• Weaker cash flows • Increasing consumer activism
• Social and financial impact of
RISKS
lockdown is adversely affecting

consumer spending, and this will
be exacerbated by rising levels of
unemployment
• South Africa reverting to stricter
lockdown regulations should
infection rates escalate
• Outbreak of pandemic resulted
in limited canned fruits exports to
China in 2020
• As an essential service provider • Further diversify customer base • Maintain high standard of technical
RFG continued to trade during across all income segments and quality assurance programmes
the lockdown to ensure the –– Exposure to higher income at all production facilities
ongoing supply of food products customers through fresh • Source raw and packaging
• Higher demand for canned goods foods business as these materials from well-established
OPPORTUNITIES
during lockdown and diversity customers are more resilient to reputable suppliers

of the product range ensured economic pressures • Production facilities certified to
resilience to the downturn –– Exposure to lower income international food safety standards,
• Protocols implemented to ensure product categories can be including FSSC 22000, IFS Food
health and safety of staff a benefit when consumers Standard and Global Standard for
• Effective business continuity trade down Food Safety
plans for working remotely for • Expand further into Africa • Global insurance cover for product
period of extended lockdown • Tight cost management to limit recall liability
margin dilution from higher raw
material costs

4 5 6 7
MATERIAL
ISSUE
UTILITY SUPPLY
FOREIGN EXCHANGE CLIMATIC CONDITIONS FIRE RISK
CONSTRAINTS
The group is exposed Climatic conditions The loss of manufacturing Water and electricity
to the fluctuations of impact fruit and vegetable facilities and production supplies are constrained.
WHY MATERIAL?
the Rand exchange rate crops which form a large capacity due to fire, and The situation has been
against major currencies as proportion of the group’s the delay in restoring compounded by load
21% of revenue is currently raw material purchases production, could have shedding by the state
generated from foreign sales for use in production a material impact on power utility and droughts
for regional and revenue and profitability in various parts of the
international markets country, with water
supply outages due to
infrastructure failures
• Fluctuations in the • Natural disasters, • Impact on production • Security of water supply

currency result in foreign drought and crop failure output and water quality from
exchange losses which could limit fruit and • Loss of physical facilities local authorities which
impact adversely on vegetable crops and which will take time to could impact production
margins and profitability impact on production be rebuilt • Supply of electricity not
of the international quality and volumes, reliable which could
• Temporary or
segment, and ultimately and ultimately revenue impact production
permanent loss of
the group and profitability
RISKS
customers owing to • Rising utility costs

• Volatility of currency inability to fulfil order negatively impacting
makes planning difficult requirements margins
• Loss of profits if the
interruption due to fire is
for a prolonged period
• Reduction of insurance
capacity to insure
fire risk
• Natural hedge from • Production facilities are • Fire prevention plans for • Continually evaluate
payments for imports spread across South each manufacturing site alternative water sources
in foreign currency and Africa and located close • Sprinkler systems • Ensure alternative
linking of pricing for fruit to fruit and vegetable installed at some sources of water supply,
used for canning to net crop growing areas manufacturing plants including boreholes at
export prices realised in • Diverse supply base and in 2020, with further production plants
Rands use of multiple suppliers installations planned • Increase water saving
• Natural hedge has • Diversify product • Fire protection through use of
increased due to pricing offering across several standards developed recycled water
OPPORTUNITIES
of imported content of categories to reduce and communicated to • Generators installed at

fruit juice packaging and exposure to any all sites most plants to ensure
cans being directly linked specific crop • Insurance cover for consistency of electricity
to currency movements
damage to assets and supply, with only dry
• Continue to apply policy loss of profits foods and Eswatini
to hedge between 60% factories still to have
to 80% of projected generators installed
foreign sales on a rolling
• Evaluate use of solar
12-month basis through
power and wood fired
a combination of natural
steam boilers
hedge and foreign
exchange contracts • Solar projects approved
for fruit juice plant and
• Seek opportunities to
Gauteng ready meals
expand natural hedge
and pie factories.

INVESTMENT CASE
RFG’s strong market position, diversified and expanding brand portfolio and long-term
customer relationships position the group favourably for growth. Despite the current economic
and trading challenges arising from the global Covid-19 pandemic and resultant lockdown,
the directors believe the following investment case should enable RFG to deliver competitive
returns and create value for shareholders in the medium to long term.
1 MARKET-LEADING BRANDS SUPPORTED BY PRODUCT AND PACKAGING INNOVATION

• RFG brands in number one or strong number two market share positions in targeted categories
• Brand portfolio expanded through acquisition
• Industry leader in new packaging formats
• Track record of ongoing innovation in new product development
• Continue to grow market shares
2 WORLD-CLASS PRODUCTION FACILITIES WITH CAPACITY FOR GROWTH

• 14 food production sites across South Africa and Eswatini
• Sites well located close to end markets or sources of raw materials
• Spare capacity allows for increased utilisation and realising economies of scale
• Ability to scale production demonstrated during period of unprecedented demand ahead of the Covid-19 lockdown
• Well-capitalised asset base a significant competitive advantage and barrier to entry
3 ORGANIC AND ACQUISITIVE GROWTH SUPPORTED BY CAPITAL INVESTMENT

• 15.7% compound annual revenue growth since listing
• Nine acquisitions since 2014 have created entry to new product categories, brands, markets and customers
• R1.4 billion invested in production capacity expansion, efficiency improvements and infrastructure in past four years
• Ability to access capital and debt markets to fund growth
4 ATTRACTIVE CORE MARKETS WITH LONG-TERM GROWTH POTENTIAL

• South Africa: Strong brands positioned for expansion and long-term growth
• Sub-Saharan Africa: Long life product portfolio attractive in African markets; long-term relationships with major distributors
in Africa
• International: Sustained demand for South African canned fruits and fruit snacks in plastic cups
5 LONG-TERM RELATIONSHIPS WITH DOMESTIC AND INTERNATIONAL CUSTOMERS

• Relationships of more than two decades providing private label ranges to major food retailers in South Africa, United
Kingdom, Europe, North America and Australia
• Long-term relationships supplying products to leading global brands including Del Monte, Libby’s, Dole and Heinz
6 EXPERIENCED MANAGEMENT TEAM WITH STRONG SUCCESSION PIPELINE

• Current management has led the business to its market leading position
• Seven-member executive team has an average 13 years’ experience with RFG
• Strong senior management supporting the executive team provides succession candidates for key positions
• As significant shareholders in RFG, management’s interests are aligned with those of investors

MANAGING STAKEHOLDER ENGAGEMENT
SHAREHOLDERS
ENGAGEMENT ISSUES AND CONCERNS IN 2020 RESPONDING TO ENGAGEMENT ISSUES AND CONCERNS
• Impact of Covid-19 lockdown and the weak Regular communications to keep shareholders updated on the trading
consumer spending environment on revenue and financial impact of Covid-19, including issuing trading updates on
and profitability. SENS in March and September, and detailed disclosure in the interim and
final results announcements and presentations in May and November.
Weekly updates were provided on the RFG website on Covid-19 related
developments within the company, including detail on the incidence of
employee infection and recoveries at each production site.
• Impact of exports to China following the closure of Canned fruit shipments destined for China in the first half of the 2020
ports when the country went into lockdown. financial year were successfully sold to other markets but at significantly
lower margins than those typically achieved in China.
• Cash management and ability to pay a dividend The group increased cash generation from operations by 21.6% to
for the 2020 financial year. R602.0 million and reduced net debt, including lease liabilities of
R197.5 million, by R40.6 million. The net debt to equity ratio improved
from 47.0% to 43.0%. The increase in net working capital was contained
to 2.6% which bolstered cash flows. Headline earnings increased by
3.2% and the group declared a dividend of 28.8 cents per share, in line
with the dividend cover policy of three times diluted headline earnings
per share.
CUSTOMERS
• RFG’s ability to meet the significant increase in The increase in demand was well managed with bi-weekly Covid-19 sales
demand for mainly canned food ahead of the start team meetings involving key personnel from the production, supply chain
of the lockdown and during the early stages of the and commercial operations. The managing director of long life foods as
hard lockdown. well as the commercial director were members of this team.
• Stable supply of food products during lockdown. Customers were constantly updated on the group’s demand requirements
and the business responded well under challenging conditions to ensure
a stable supply during the lockdown. Alternative supply sources were
identified for key raw materials in the local and international supply chain.
• Ability of customers to meet payment obligations The risk profiles of customers were regularly assessed, and certain
owing to financial constraints caused by lockdown, non-corporate customers engaged with the group to advise of cashflow
particularly in sectors restricted from trading. challenges being experienced owing to lockdown. However, there was
a limited impact on trade receivables in the second half.

SUPPLIERS
ENGAGEMENT ISSUE AND CONCERN IN 2020 RESPONDING TO ENGAGEMENT ISSUE AND CONCERN
• Security of supply of raw materials during lockdown. RFG has dual sourcing arrangements for key raw materials, geographic
diversity for sourcing agricultural commodities and contingency plans for
key suppliers. Medium-term contracts with local and overseas suppliers
ensure continuity of supply.
REGULATORS
• Regular interaction with the Department of Trade, Management engaged with the dtic on measures to ensure the ongoing
Industry and Competition (the dtic) on clarity on supply of food products, obstacles experienced at the ports and the
constantly changing lockdown regulations. weekly submission of Covid-19 statistics. RFG also provided input into
the proposed level 4 Risk Adjusted Framework for Sectors. The group
participated with industry bodies which engaged with the Department on
behalf of the food sector, including the SA Fruit and Vegetable Canners’
Association, Consumer Goods Council of SA and the Bureau for Food and
Agricultural Policy.
• Engagement with the Department of Health (DoH) RFG engaged directly with both the DoH and the DoL in the development
and the Department of Employment and Labour and implementation of its Covid-19 health and safety protocols, obtaining
(DoL) on health and safety protocols implemented guidance where clarity was required on the regulations. Audits were
at factories conducted by both departments at the group’s facilities around
the country.
EMPLOYEES
• Health and safety in the workplace. Protocols were implemented to ensure safe workplace practices, with
factory staff supplied with masks, face shields and hand sanitisers for
personal protection. The number of employees at work was limited and
factory shifts were staggered to promote social distancing.
• Job security. No permanent jobs were lost as a result of the pandemic. However, the
group is undergoing a rationalisation process at certain operations in the
new financial year.
• Financial impact on employees when factories were The company applied for Covid-19 Temporary Employer/Employee Relief
closed due to trading restrictions or staff being Scheme benefits on behalf of affected staff. An employee assistance
infected by Covid-19. fund was established through contributions from directors and senior
management to financially support staff impacted by Covid-19.
• Mental health during lockdown. Support provided through the group’s employee wellness programme for
emotional and mental health during lockdown.

MANAGING THE IMPACT OF COVID-19
RFG was classified as an essential service provider under South Africa’s state of disaster
regulations and continued to operate throughout the national lockdown to ensure the
ongoing supply of food products to the country.
A task team comprising senior operational and technical executives met daily during the early stages of lockdown to develop and implement
stringent protocols for the prevention and mitigation of Covid-19 risks, monitor and respond to the impact on the business, and to develop
contingency measures in the event of an outbreak at any of the group’s operations.
The task team’s mandate was to ensure the safety and wellbeing of employees and to mitigate the risk of potential closure of production
facilities due to employee infections. This could potentially have had serious implications for the supply of products and the group’s
cash flow.
Employee health and safety

Factory staff were supplied with masks and hand sanitisers for work and travel purposes to ensure safety and hygiene standards.
Staff were also given multi-vitamins daily to boost their physical and mental well-being. Daily health and temperature screenings were
immediately introduced and continue to be conducted for all employees.
Measures were implemented to ensure physical distancing between employees in work and social areas while staggered shifts were
adopted where possible to limit the number of employees in factories at any time.
In addition to the standard food safety procedures, deep cleaning protocols were implemented in all factory and communal areas,
including changing rooms and canteens, to decontaminate the factory and ensure the safety of the workforce. Protocols were in place
to minimise business disruption when employees were infected.
Guidelines were developed for employees to work from home to enable remote working for as many office employees as possible to limit
social contact and reduce the risk of infection.
The Department of Health (DoH) and the Department of Employment and Labour (DoL) were notified of all employee infections.
This information was also updated weekly on the group’s website during lockdown, including the number of employees infected at each
production facility and the number of recoveries recorded.
Financial relief for employees

At the start of the lockdown, RFG established an employee assistance fund to support employees who were financially impacted by
Covid-19 related factory closures. The CEO contributed 50% and the rest of the executive team 30% of their salaries for two months, with
senior management contributing on a voluntary basis. Board members contributed 30% of their directors’ fees for the same period.
The fund ensured that permanent employees continued to be paid even when they worked reduced hours due to the lockdown. The group
supported seasonal employees who were financially impacted by Covid-19 by applying to the Unemployment Insurance Fund and
Temporary Employer-Employee Relief Scheme (TERS) for benefits on their behalf.
Emotional and social support were provided to employees through the group’s wellness programme.
Stable supply of products

Extensive measures were introduced to ensure that the group was able to stay in production and maintain consistent and stable supply of
food products.
The group’s robust supply chain ensured sufficient stock levels were available to meet demand and contingency measures were implemented
to cover the risk of disruptions to the local and international supply chain. Alternate sources of supply were identified for key raw materials.
The supply chain largely continued without interruption, although exports were impacted by congestion at the Cape Town port during the
first three months of the lockdown.
The group engaged regularly with key stakeholders, including the Department of Trade, Industry and Competition, the DoH and the DoL,
to ensure that business operations and the supply of food products were not interrupted.

Operational impact of lockdown
The group experienced a significant uplift in demand for long life
products ahead of the lockdown, particularly canned vegetables
and meat, and sales remained strong throughout lockdown, with
production being increased to meet the demand.
The one exception in the long life portfolio was fruit juice.
Volumes were severely impacted for five months from the start
of the lockdown, owing mainly to the closure of schools and
restrictions on entertainment.
Government restrictions on the sale of hot meals, which were
implemented several weeks into lockdown, contributed to a
marked slowdown in pie volumes from April to June. This was
compounded by the slowdown in convenience store traffic
during lockdown. Consequently, the pie production facilities in
Gauteng and KwaZulu-Natal were closed periodically to balance
production with the significantly reduced demand.
Sales in the food service channel were severely impacted due
to the restrictions on the entertainment, hospitality and tourism
sectors for a major part of the lockdown.
Limited shipments of canned fruit were made to China between
January and August 2020, with most shipments previously
destined for China being sold in other markets.
Financial impact
Ahead of the start of the lockdown management assessed the
risk of factory closures on cash flow and business continuity.
Measures were implemented to preserve cash and reduce costs.
This included reviewing all non-critical expenditure, including
capital investment, increasing working capital efficiency, reducing
debt levels and maximising exports to improve cash flows. Stress
testing was undertaken to determine the impact of all likely
scenarios on profitability, bank covenants and short-term banking
facilities, while working capital facilities were increased.
The slowdown in pie and fruit juice volumes had a material
impact on the turnover and profitability of the group’s regional
segment in the reporting period. Profitability was further impacted
by direct Covid-19 related expenses of R7.6 million.
Canned fruit previously destined for China was sold at
significantly lower margins in other markets, severely impacting
the profitability of the international segment.
Community support
RFG committed financial support of R6.3 million to assist
vulnerable communities across South Africa during the lockdown.
The group worked together with community feeding schemes
and organisations including Gift of the Givers, Food Forward SA
and Meals on Wheels to provide food hampers to affected
communities. RFG also partnered with Nation Builders, a non-
profit organisation focused on the development and upliftment
of women and children, which established a network of food and
essential supplies within KwaZulu-Natal’s needy communities.
Further detail on the group’s response to the Covid-19 pandemic
and lockdown is covered in the material issues, risks and
opportunities (page 8), managing stakeholder engagement
(page 12), chairperson’s letter (page 16), corporate governance
report (page 36) and the social and ethics committee report
(page 60).

CHAIRPERSON’S LETTER
TO SHAREHOLDERS
Dear Shareholders
The outbreak of the global Covid-19 pandemic and the resultant
Our board philosophy is national lockdown imposed on South Africans to contain the
spread of the virus has left widespread social and economic
founded on the premise upheaval in its wake.
that sound governance While Covid-19 has had a harmful impact on the country,
practices and an ethical we should be reminded that South Africa entered the lockdown
in a precarious state after a protracted period of low economic
culture contribute to growth, with rising unemployment, regular power outages
value creation for all our and weak consumer and business confidence. The Covid-19
lockdown has compounded these economic woes and it may
stakeholders. take years for our country to recover.
Dr Yvonne Muthien At the outset we extend our sincere sympathies to those who have
lost loved ones and friends to the pandemic, while our thoughts
are with the many South Africans who have suffered personal
and financial hardship during this time.
Governance oversight of the group’s response to the pandemic
was critical and the board met weekly on virtual platforms
during the initial phases of lockdown. Our primary focus was
on supporting management to confirm that adequate measures
had been implemented to ensure a safe working environment for
employees, the ongoing supply of food products, the integrity of
the supply chain, continued engagement with key stakeholders,
and that the financial and operational impact of the lockdown was
minimised. For further detail on the group’s decisive response to
the pandemic, kindly refer to the managing the impact of Covid-19
report on pages 14 and 15.
The executive team was highly empathetic to the financial
plight of employees during lockdown, launching an internal
fund to assist staff impacted by working shorter hours due to
the lockdown restrictions. Our CEO contributed 50% of his
salary for two months and the rest of the executive team 30%,
while senior management contributed on a voluntary basis.
Non-executive directors contributed 30% of their fees for the
same period. The assistance fund is evidence of the commitment
shown by the leadership of the group to support employees and
their families during the crisis.
Furthermore, the group continued to support vulnerable
communities throughout lockdown, committing over R6.3 million
to feeding schemes to provide food and essential items to
affected communities.
South Africa remains at risk of reverting to stricter lockdown
regulations if Covid-19 infection rates escalate and a second wave
develops, as is being experienced in several northern hemisphere
countries. However, the directors believe the group has the
capacity to withstand further trading restrictions being imposed,
based on the current financial position, forecast cash flows and
unutilised borrowing facilities.

Against the background of the lockdown the group produced an We thank Deloitte for their services to the group over the past
encouraging performance, with turnover increasing by 8.3% to 21 years and in particular extend our appreciation to audit
R5.9 billion. Covid-19 impacted sales and profitability in the fruit partner Michael van Wyk for his sterling contribution.
juice and pie categories, and contributed to significantly lower
The board expanded its diversity policy which previously only
exports of canned fruit to China. Net foreign exchange hedging covered the race and gender of directors, adopting a policy on
losses of R54.6 million further impacted the group’s earnings, the promotion of broader diversity at board level, specifically
which increased by 3.2% to R227 million. In line with the group’s focusing on gender, race, culture, age, field of knowledge,
dividend policy, shareholders will receive a cash dividend of skills and experience.
28.8 cents per share, an increase of 3.2% on last year.
Currently, black directors account for 45% of the board compared
Governance processes across the group continued to be enhanced to a new voluntary target of 50%. Female composition is 27%
during the year, despite the disruption of the Covid-19 lockdown. relative to a voluntary target of 30%. After Andrew Makenete’s
The key issues addressed by the board in 2020 are disclosed in retirement, black directors will account for 40% of the board
the corporate governance report on pages 36 to 43. Our board relative to the target of 50%. Female composition will be 30%,
philosophy is founded on the premise that sound governance which is in line with the voluntary target.
practices and an ethical culture contribute to value creation for
our shareholders and other stakeholders. The group attained 91.4 points on the amended AgriBEE sector
code and the BBBEE rating improved to level 3. For further detail
Two new directors have been appointed to the board. Pieter on the group’s empowerment and transformation strategy, refer to
Hanekom, the managing director of the Long Life Foods division, the social and ethics committee report on pages 60 to 63.
was promoted to deputy CEO in July 2020 and appointed as an
On behalf of the board, I congratulate and extend our heartfelt
executive director of the RFG Holdings board. Pieter’s promotion
thanks to our CEO Bruce Henderson, his executive committee
recognises the role he has played in the business since joining
and the Covid-19 task team for their outstanding contribution in
five years ago, which includes leading the group’s successful
ensuring the health and wellbeing of our employees, sustained
entry into the fruit juice market and subsequent growth in this product safety and the continuous supply of food products to
highly competitive sector. His appointment also strengthens the South Africans during the lockdown.
pool of succession candidates for the CEO office.
My fellow non-executive directors ensure that the group maintains
Shortly after the end of the financial year, we welcomed Selomane high levels of strategic guidance, oversight and governance, and
Maitisa as an independent non-executive director to the board. I thank Mark Bower (lead independent director), Thabo Leeuw,
Selomane is an experienced director with a strong background Andrew Makenete, Bongiwe Njobe, Chad Smart and Garth
in marketing which will add a new dimension to the collective Willis for their sterling contributions over the past year. We also
skills and expertise of the board. She has been appointed to the welcome Selomane Maitisa on board and look forward to her
board’s audit, risk and information technology committee and the contribution.
social and ethics committee.
Our external stakeholders and business partners have provided
Our longest-serving director, Andrew Makenete, will be retiring from invaluable support and we thank the provincial and national
the board after the annual general meeting (AGM) in March 2021. government departments, regulators, industry bodies, local and
Andrew has been a director within the group since 2008 and we international suppliers, financial institutions, customers and
thank him for his extensive contribution and insight in board and shareholders for their support and engagement with RFG during
committee affairs over this time, including his leadership of the the pandemic.
remuneration committee since the group’s listing and membership
As 2020 draws to a close, I wish you well over the holiday season
of the audit, risk and information technology committee.
and may you enjoy good health and quality time with family
Andrew’s impending retirement has necessitated changes and friends.
in the composition of board committees, with Thabo Leeuw
being appointed as chairperson of the remuneration committee
and Bongiwe Njobe as chairperson of the social and ethics Kind regards
committee. The composition of the nominations committee
has also been changed and now comprises the chairperson
of the board and the respective chairpersons of the three
board committees.
Dr Yvonne Muthien
During the year the group undertook a formal tender process to
appoint a new external auditor. As the designated external audit Independent non-executive chairperson
partner from Deloitte & Touche was due for mandatory rotation at
the end of the 2020 financial year, the group took a decision to
pre-empt mandatory audit firm rotation to be introduced in 2023
and appoint a new auditor. Following this process, Ernst & Young Inc
has been appointed as the group’s external auditor with effect from
the 2021 financial year and the appointment will be proposed to
shareholders for approval at the AGM in March 2021.

BOARD OF DIRECTORS
DR YVONNE MUTHIEN (64)
INDEPENDENT NON-EXECUTIVE CHAIRPERSON
BA (Hons), MA, DPhil
• Chairperson of the nominations committee
Appointed 2014
Yvonne is a non-executive director of the SA Reserve Bank. She previously held the positions of chairperson of Bankserv
and the Sasol Foundation as well as non-executive director of Thebe Investment Corporation. Yvonne was also
previously chief executive of group services and an executive director of Sanlam Limited, vice-president for Coca-Cola
Africa, and group executive at MTN Group. She has substantial experience in academia, the public service and private
sector executive management.
BRUCE HENDERSON (56)

CHIEF EXECUTIVE OFFICER
BA, LLB, MBA
Appointed as a director in 2012
Bruce has been with the group for over 20 years. He began his career with the group as general manager of the
Eswatini operations. Bruce led the acquisition of Rhodes Fruit Farms and the resultant establishment of Rhodes Food
Group in 1999 and has headed the business since then.
MARK BOWER (65)

INDEPENDENT NON-EXECUTIVE DIRECTOR
BCom (cum laude), BCompt (Hons), CA(SA) (with honours)
• Lead independent director • Chairperson of the audit, risk and information technology committee
• Member of the remuneration committee • Member of the nominations committee
Appointed 2014
Mark is a former partner with Deloitte and spent 24 years with Edcon Limited. During this time, he served as deputy
chief executive, chief financial officer and chief executive of group services. He is a non-executive director of Netcare
Limited and is the chairperson of the company’s audit committee and serves on the remuneration, risk and finance
committees. He is also a director of the Hollard Group where he is chairperson of the audit committee and serves on the
risk and IT and actuarial committees.
PIETER HANEKOM (56)

DEPUTY CHIEF EXECUTIVE OFFICER
BAcc, BCompt (Hons), CA(SA)
Pieter spent several years at Pioneer Foods where he held various senior management positions. He was the
managing director of Ceres Fruit Juices and later the executive responsible for the Ceres Beverage Company.
He joined the group in 2015 as managing director of long life beverages and led the group’s successful entry
into the fruit juice market. He was appointed as managing director: long life foods in 2017 and was promoted to
deputy chief executive officer in July 2020.
THABO LEEUW (57)

BCom, BCompt (Hons), MAP
• Chairperson of the remuneration committee
• Member of the audit, risk and information technology committee
Appointed 2014
Thabo is the chief executive officer of the Thesele Group, an investment holding company he co-founded in 2004.
He is the independent non-executive chairperson of Hulamin, non-executive chairperson of Vexila, a subsidiary in
the Thesele Group, independent chairperson of ICAS SA and serves on the strategic investment committee of the
Eskom Pension and Provident Fund. Thabo was global director at Cazenove and director at Cazenove SA where he
spent nine years, initially as an investment analyst and later in the corporate finance division.
SELOMANE MAITISA (57)

BCom, MBA, MAP
• Member of the social and ethics committee
Appointed 2020
Selomane is the part owner and director of strategy of Titan Marketing and also currently serves as a non-executive
director on the Phatsima Properties and Alpha South Africa boards. She previously served as an executive director
for DraftFCB SA and Metropolitan Health Group Holdings and held independent non-executive director positions in
Metboard Properties, Imperial Logistics, Voith Turbo SA and Integrated Ship Handling.

ANDREW MAKENETE (53)
BSc, MSc (Agricultural Management)
• Member of the remuneration committee
Appointed 2012
Andrew is the executive director of Talana Agricultural Investment Group. He serves as economic advisor to the African
Farmers Association of SA and is a director of Manama Hole Holdings and Setlamo Se Secha Capital. He has served
on the boards of the Landbank, Musa Group, New Farmers Development Company and the Agri BEE Charter Council.
Andrew was previously a general manager of agribusiness at Absa Bank and chief strategist at the Landbank.
BONGIWE NJOBE (58)

MSc Agric Eng
• Chairperson of the social and ethics committee
Appointed 2017
Bongiwe has extensive experience in agricultural policy practice, fast-moving consumer goods and sustainability strategy
and management in both the public and private sectors. She is head of social investing for the FirstRand Group.
She is a non-executive director of Pan-African Capital Holdings, and has served on the boards of FruitSA and the
Forum for Agricultural Research in Africa.
TIAAN SCHOOMBIE (58)

CHIEF FINANCIAL OFFICER
BCompt (Hons), CA(SA)
Tiaan has been the group’s chief financial officer for the last 20 years. Prior to joining the group, Tiaan spent nine years
at Deemster Foods in financial management and ultimately as general manager of the operation.
CHAD SMART (48)

NON-EXECUTIVE DIRECTOR
BCom (Hons), CA(SA), CFA
Appointed 2012
Chad co-founded the Capitalworks group in 2006. He has over 20 years’ experience in private equity investing and
corporate finance. He serves on the board of a number of portfolio companies of the Capitalworks group, including
Petmin Holdings, Reclamation Holdings and Rosond Holdings. He has served on the boards and sub-committees
of both private and public companies in a wide range of industries that have operated across multiple geographies.
GARTH WILLIS (48)

NON-EXECUTIVE DIRECTOR
BCom (Hons), CA(SA)
• Member of the remuneration committee
• Member of the social and ethics committee
Appointed 2012
Garth is a principal of Capitalworks’ private equity funds and has over 20 years’ experience in private equity investing
and corporate finance. He currently serves on the boards of Minet Holdings Africa, Rosond Holdings, Douglas Green
Bellingham and the Infrastructure Specialist Group. He has previously served on the boards of companies operating
in a wide range of industries and contributed in the full spectrum of governance sub-committees. He has also served
on the executive committee of the South African Venture Capital Association and was chairperson of the association’s
black economic empowerment sub-committee.

EXECUTIVE MANAGEMENT
BRUCE HENDERSON PIETER HANEKOM TIAAN SCHOOMBIE JOB MPELE

(56) (56) (58) (51)
CHIEF EXECUTIVE OFFICER MANAGING DIRECTOR: CHIEF FINANCIAL OFFICER COMMERCIAL DIRECTOR
LONG LIFE FOODS
BA, LLB, MBA BCompt (Hons), CA(SA) BA (Law), LLM, MBL
BAcc, BCompt (Hons), CA(SA)
Bruce has been with the group Tiaan has been chief financial Job previously held the dual
for over 20 years. He began Pieter spent several years at officer of the group for the last positions of head of human
his career with the group as Pioneer Foods where he held 20 years. Prior to joining the resources and head of
general manager at the Eswatini various senior management group, Tiaan spent nine years commercial for Coca-Cola in
operations. Bruce led the positions. He was the managing at Deemster Foods in financial Eswatini. In 2003 he joined
acquisition of Rhodes Fruit Farms director of Ceres Fruit Juices and management and ultimately as the group as human resources
and the resultant establishment later the executive responsible general manager of the operation. manager at the Eswatini
of Rhodes Food Group in 1999 for the Ceres Beverage Company. operations. In 2010 Job was
and has headed the business He joined the group in 2015 as appointed as human resources
since then. managing director of long life director and was appointed to
beverages and led the group’s his current position in 2019.
successful entry into the fruit
juice market. He was appointed
as managing director: long life
foods in 2017 and was promoted
to deputy chief executive officer
in July 2020.

CON COSTARAS BERNADETTE LAKEY CHWAYITA MAREKA
(55) (51) (48)
MANAGING DIRECTOR: CORPORATE AFFAIRS HUMAN RESOURCES

FRESH FOODS DIRECTOR DIRECTOR
BSoc Sc (Hons – Bus Econ), BCom, PGDA, CA(SA) N Dipl, MBA, MSc Org Psych, CHRP
BCom (Hons)
Bernadette spent several years Chwayita has extensive human
Con joined the group in 2001 as in financial management in the resources experience in senior
the general manager of the Fresh dairy industry. She joined the management roles in large
Foods division. Prior to joining the group in 2012 as a divisional organisations. After working in
group, Con was a senior manager financial manager before human resources at Transnet
at Halls and First Lifestyle, and establishing the corporate affairs and Coega Development
commercial head for prepared function when the group listed in Corporation she joined Engen
foods at Woolworths. 2014. In May 2018, Bernadette in 2011. Chwayita was appointed
was also appointed as the as general manager: human
company secretary for RFG resources at Engen in 2017.
Holdings Limited. She joined RFG in July 2019.

CHIEF EXECUTIVE OFFICER’S REPORT
RFG continued to operate throughout the Covid-19 lockdown

and delivered a resilient performance in the abnormal trading
environment created by the harsh restrictions and partial closure of
the economy in the second half of the year.
Our priorities for the year
The major impact on RFG was the decline in sales and profitability
ahead include expanding in the fruit juice and pie categories, and canned fruit exports were
severely curtailed by the closure of Chinese ports. The lockdown
margins, growing brand also resulted in higher costs, temporary factory closures and
shares and maintaining pressure on consumer spending.
sales momentum in the Throughout the lockdown the group continued to deliver on its
strategy of being the supplier of choice in convenience meal
rest of Africa. solutions, where our focus is primarily on the grocery, fruit juice,
baby food, pie and ready meals categories. The strategy of
Bruce Henderson diversifying our product offering across customer income groups
proved advantageous in these tough economic conditions, with the
relative resilience of the higher income consumers and down-trading
by middle to lower income groups.
Our strategy ensured sustained organic growth which contributed
to market and brand share gains in core categories while the group
also expanded sales in sub-Saharan Africa. Product innovation
is core to the group’s strategy and a key driver of organic growth.
Over the past year, new product development included extensions
to several own-brand ranges, a major product relaunch as well as
private label product ranges for all major retailers, including further
plant-based protein ready meals and dairy alternative products to
cater for the broadening lifestyle food choices of consumers.
Despite the strong headwinds encountered in the second half,
the group generated strong cash flows, reduced debt levels and
declared a dividend to shareholders for the year. The group’s
financial performance is covered in the chief financial officer’s report
on page 24.
Trading performance
REGIONAL
Regional turnover across South Africa and the 12 countries in
sub-Saharan Africa where RFG operates increased by 6.6%.
After growing by 6.6% in the first half, volumes were adversely
impacted by the slowdown in fruit juice and pies during lockdown
and declined to -0.6% for the year.
Long life foods sales increased by 9.6%, with sustained demand
for canned foods during the lockdown and strong growth in dry
foods. Sales were supported by the relaunch of the Hinds Spices
range late in the first half through a complete brand overhaul and
several range extensions. The growth in long life foods was partially
offset by a sharp decline in fruit juice volumes which were seriously
impacted for five months from the start of the lockdown, mainly
due to restrictions on entertainment and the closure of schools.
Juice volumes showed a recovery in September and October.
Long life foods sales into the rest of Africa grew by 18.8%,
accounting for 10.5% of regional long life sales.
The strong long life growth contributed to market share gains,
specifically in canned fruit, canned vegetable, fruit juice and baby
foods. RFG is South Africa’s leading manufacturer of canned

fruit, jams and canned meat. The Rhodes brand remains the facility and an additional filling line in the baby food factory at
country’s market leader in canned pineapple and canned Groot Drakenstein to meet growing volume demand.
tomato and is the number two brand in canned fruit, fruit juice,
baby food, jam and canned vegetables. Bull Brand is the market The Kwazulu-Natal (KZN) pies and pastries operation was
leader in corned meat. closed at the end of November 2020 and pie production is
being centralised in the Gauteng pie facility in Aeroton and the
Fresh foods sales grew by 1.7%. While ready meals performed bakery products factory in Linbro Park. This consolidation will
well throughout the lockdown, pie sales declined sharply from create production efficiencies and cost savings and we will
April to June due to government restrictions on the sale of hot invest R33 million to upgrade the bakery facility to integrate
meals in the earlier stages of lockdown and the slowdown in the KZN volumes.
convenience store and forecourt traffic. The pie category made
a pleasing turnaround after lockdown restrictions were relaxed Management is confident that these additional capital projects
but could not recover lost ground and the category ended down will yield returns within three to four years.
on the previous year.
INTERNATIONAL
Outlook
While Covid-19 will continue to impact the group into the new
International turnover increased by 15.5% owing largely to the financial year through slower sales due to the poor economic
14.8% depreciation of the Rand against the basket of trading conditions in the country and weaker consumer spending,
currencies. Canned fruit export volumes showed an improving the group is positive on the outlook for 2021.
trend since July, increasing by 12.6% for the second half
compared to a decline of 11.5% in the first six months, ending RFG’s broad range of product categories should continue
1.1% higher for the year. to provide resilience in this environment, supported by the
continuing recovery of the fruit juice and pie categories and the
Owing to the outbreak of Covid-19, limited shipments were made ongoing demand for canned and dry foods and ready meals.
to China. Most of the shipments destined for China were sold in
other markets at significantly lower margins. Exports were further Our priorities for the year ahead include expanding margins,
impacted by constraints at the Cape Town port during the first growing brand shares, maintaining the sales momentum in the
three months of lockdown. rest of Africa and successfully completing the consolidation of
the KZN pies and pastries operation.
The group experienced strong growth in the export of fruit snacks
into the USA and is well placed for continued growth in this In line with our strategy, we continue to evaluate opportunities
category into 2021. for strategic, bolt-on acquisitions which are aligned to the group’s
core product categories.
In the first half of the year, the group expanded its footprint into
the USA retail market through a supply agreement with Walmart,
which was facilitated through the Massmart supplier programme.
The group’s major export markets over the past year were Europe,
Appreciation
accounting for 31% of exports, the Far East (25% of exports) and Thank you to our chairperson, Dr Yvonne Muthien, for her
the USA and Canada (24% of exports). decisive leadership of the board in navigating the Covid-19 crisis
and to our non-executive directors for their support, guidance and
insight during this time.
World-class production base The RFG executive committee and our Covid-19 task team
were instrumental in managing the impact of the pandemic on
RFG owns 14 production facilities across South Africa and our business and on the health and welfare of our employees,
Eswatini and continues to invest in expanding production and I commend them for a job well done.
capacity and upgrading equipment to maintain a world class
manufacturing base. The group has emerged from one of its most challenging trading
periods ever and I thank our management and staff at head
Capital expenditure for the year of R160 million, which was office and at our production facilities for ensuring the ongoing
R72 million lower than the previous year, included the initial costs supply of food products to our customers throughout the
for the installation of a new fruit juice line, equipment upgrades national lockdown.
and replacements at three factories, fire protection equipment at
Groot Drakenstein and the ongoing development of the Eswatini
pineapple plantations.
While the planned investment for 2021 of R250 million is higher
than previously guided, the additional expenditure is in response
to commercial opportunities that have arisen. This includes the
installation of an additional fruit juice line in Wellington to create Bruce Henderson
production capacity after RFG was awarded a major private label Chief executive officer
juice contract, the building of a new warehouse at the fruit juice

CHIEF FINANCIAL OFFICER’S REPORT
Following the declaration of the state of disaster in South Africa

in March 2020, management implemented measures to preserve
cash and reduce costs owing to the uncertainty on the duration
and the impact of the lockdown. This included reviewing all
Measures were non-critical expenditure, including capital investment, increasing
implemented to preserve working capital efficiency, reducing debt levels and maximising
exports to improve cash flows.
cash and reduce costs
The group delivered pleasing top-line growth of 8.3%, despite
during lockdown, trading under lockdown restrictions for most of the second
including reviewing all half of the financial year. Profitability was materially impacted
by net hedging losses of R54.6 million on the conversion of
expenditure, increasing foreign exchange, an adverse sales mix change with a reduced
contribution from the higher margin fresh foods and declining
working capital efficiency, volumes due to the lockdown. This resulted in muted headline
reducing debt levels and earnings growth of 3.2% to R226.7 million.
maximising exports to Efficient working capital management contributed to stronger
cash flows which enabled the group to reduce its debt levels,
improve cash flows. with the net debt to equity ratio improving from 47.0% to 43.0%.
Tiaan Schoombie Shareholders will receive a cash dividend of 28.8 cents, 3.2%
higher than the previous year, based on the group’s dividend
cover policy of three times diluted headline earnings per share.
New accounting standard
IFRS 16 – Leases was adopted on a modified retrospective basis
for the 2020 financial year and the comparatives have not been
restated. The group leases various buildings, plant and machinery
and vehicles and the new accounting standard recognises a
right-of-use asset and corresponding lease liability for each
lease. Refer to note 1 in the summarised consolidated financial
statements for details on the impact of IFRS 16.
Financial performance
Group turnover increased by 8.3% to R5.9 billion. Price movements
and changes in the sales mix accounted for 4.8% of the turnover
growth, foreign exchange gains on the weakening Rand contributed
3.2% and the acquisition of the protein snack food business
contributed 0.5% of the total turnover growth. Volumes at -0.2%
were negatively impacted by lockdown, particularly in the pie and
fruit juice categories.
On the segmental performance, the contribution of long life foods
to total group revenue increased to 50% (2019: 48%) while the
slower sales in fresh foods saw its contribution decline from
32% to 29%. International accounted for 21% of group turnover
(2019: 20%).

Direct manufacturing costs as a percentage of revenue reduced Earnings before interest, tax, depreciation and amortisation
to 65.5% (2019: 66.7%), highlighting improved production (EBITDA) increased by 10.3% to R625.0 million, while the
efficiencies. EBITDA margin was higher at 10.7% (2019: 10.5%).
Manufacturing operating costs increased by 7.8% mainly as a Net interest paid reduced by R21.9 million to R95.2 million
result of above-inflation increases in repairs and maintenance owing to the 300 basis points reduction in the repo rate of the
and depreciation. Excluding the net foreign exchange hedging SA Reserve Bank over the past year and the group’s lower debt
losses of R54.6 million, other operating costs were 12.0% higher, levels. Excluding an IFRS 16 interest charge of R12.1 million,
impacted primarily by increases in insurance and advertising. net interest paid reduced by R34.0 million or 29.0%.
Once-off costs included direct Covid-19 expenses of R7.6 million Taxation was R21.0 million higher, with the effective tax rate
and R7.0 million related to the consolidation of the KwaZulu-Natal increasing from 21.7% to 27.2% as income tax rebates of
(KZN) pie manufacturing facilities into the Pinetown facility and R10.0 million granted in the prior year were not repeated in
the closure of the Pietermaritzburg facility. The Pietermaritzburg the current year.
property asset was impaired by R9.5 million.
Profit after tax increased by 0.3% to R216.1 million.
Other income reduced by R29.6 million to R13.2 million as the
prior year included a net foreign exchange gain of R24.1 million.
OPERATING PROFIT Cash and capital

498 management
The increase in net working capital was contained to 2.6% and
410 402 contributed to cash generated from operations increasing by
395
12.0% 21.6% to R602.0 million.
316 Net working capital days reduced from 119 to 116 days, driven
mainly by the improvement in inventory from 107 to 99 days.
The ratio of net working capital to turnover improved to 24.9%
from 26.3% in the prior year.
8.9% 7.3%
6.9% Net debt, including lease liabilities of R197.5 million following the
6.3%
adoption of IFRS 16, reduced by R40.6 million to R1 124 million.
Excluding lease liabilities, net debt reduced by R238.1 million
and the net debt to equity ratio improved to 35.5%.
The net debt to EBITDA ratio at 1.8 times (2019: 2.1 times)
2016 2017 2018 2019 2020 remains comfortably below the bank covenant level.
A loan of R450 million, which was due to be settled by the end
Operating profit (excluding impairment losses) (R’m) of the 2021 financial year, was refinanced and extended over
Operating profit margin (%) four years. The final repayment is now due at the end of the
2025 financial year.
The group’s operating profit, excluding impairment losses, The group invested R159.6 million (2018: R231.5 million) in
increased by R7 million to R402 million and the operating profit capital projects, R71.9 million less than the prior year. Capital
margin on the same basis declined from 7.3% to 6.9%. expenditure included R27 million for the capitalisation cost of the
pineapple crops in Eswatini. Maintenance expenditure accounted
The regional operating profit margin declined from 8.3% to 7.9%
for 56% of the total capital investment.
owing to an adverse change in sales mix, lower juice and pie
volumes, Covid-19 and consolidation costs. Capital ratios were impacted by the low growth in profitability.
The return on equity declined to 8.6% (2019: 9.0%), return
After reporting a loss for the first half, the international
on assets was unchanged at 4.6% and the return on capital
segment recovered to post a profit of R36.6 million for the year.
decreased to 10.6% (2019: 10.9%).
The operating margin declined from 3.4% to 3.0%. While the
depreciation of the Rand has positively impacted top-line sales
and profitability, the benefit was negated by the R54.6 million
foreign exchange loss and significantly lower sales in China.

CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
CASH MANAGEMENT Capital investment of R250 million is planned for the new

(R’m)
R’m financial year, which includes R21.8 million for the capitalisation
cost of the pineapple crop expansion in Eswatini. Refer to the
chief executive officer’s report on page 22 for detail on the
specific capital projects planned for 2021 and the rationale for
(36)
the higher than planned expenditure.
(104) The group expects the tax rate for 2021 to again align with the
South African corporate tax rate. No material income tax rebates
on capital projects are expected in the year ahead.
638 (160) Interest payments are expected to reduce further due to the
(73) current low interest rate environment and the group’s declining
debt levels.
Any forecast financial information included in this report has not
been reviewed or reported on by the group’s external auditor.
4
(234)
(27)
Operating
cashflows
Net
working
capital
Net interest Capital Dividends
and tax expenditure
paid
paid
Loans
repaid
Lease
liabilities
repaid
Net
increase
in cash
Appreciation
changes As detailed in the chairperson’s letter, Ernst & Young Inc. has
been appointed as the group’s external auditor with effect
from the 2021 financial year. I extend my appreciation to
Foreign exchange Deloitte & Touche for their services to the group since 1999
and thank audit partner Michael van Wyk for his contribution
hedging policy
over many years.
Thank you to our shareholders for your ongoing investment in
RFG manages the impact of currency fluctuations on earnings by RFG over the past year and we also extend our appreciation to
hedging approximately 60% of projected foreign sales on a rolling our funding institutions for their support. We have continued to
12-month basis through the combination of a natural hedge and engage positively with the investor community locally and offshore
forward exchange contracts. in a virtual environment for several months and welcome your
interest in the company.
The internal hedge relates firstly, to the direct import of raw
materials and ocean freight, and secondly, by linking pricing of Financial reporting and the preparation of annual financial
fruit contracts with farmers to net export prices realised in Rands. statements under lockdown conditions and social distancing
protocols has proved challenging. I therefore thank our group
The natural hedge has increased due to the pricing of the finance team at head office and the finance staff at our
imported content of fruit juice packaging and cans now being operations for their resilience, commitment and hard work over
directly linked to currency movements. the past year.
Management remain committed to hedging foreign exchange
exposure. However, the growth in the natural hedge will largely
reduce the need for forward exchange contracts in future.
Financial outlook Tiaan Schoombie

Chief financial officer
The group will continue to incur Covid-19 related costs in the
new financial year, mainly relating to the health and safety of
employees. The consolidation of the KZN pies and pastries
operation into the group’s Gauteng pie and bakery facilities,
as well as the rationalisation of certain commercial operations,
will result in once-off retrenchment, closure and relocation costs
and impairment of properties of approximately R25 million to
R30 million in the first half of the 2021 financial year. These costs
will be partially offset by the operational savings expected to be
generated from the consolidation in the second half of the year.

FIVE-YEAR PERFORMANCE REVIEW
2020 2019 2018* 2017 2016

Turnover R’m 5 864 5 414 4 990 4 593 4 146
Operating profit R’m 402 395 316 410 498
Earnings before interest, depreciation and amortisation (EBITDA) R’m 625 567 463 524 588
Profit after tax (PAT) R’m 216 215 154 235 293
Operating profit margin % 6.9 7.3 6.3 8.9 11.9
EBITDA margin % 10.7 10.5 9.3 11.4 14.2
PAT margin % 3.7 4.0 3.1 5.1 7.1
Earnings per share Cents 82.7 82.7 61.1 95.9 132.1
Headline earnings per share (HEPS) Cents 86.7 84.0 63.0 96.9 133.3
Diluted HEPS Cents 86.4 83.8 60.8 93.4 128.0
Dividend per share declared Cents 28.8 27.9 20.3 31.1 42.2
Dividend cover Times 3.0 3.0 3.0 3.0 3.0
Ordinary shares in issue Million 262.8 262.8 253.8 253.8 221.0
Weighted average number of dilutive shares in issue Million 262.3 262.2 261.8 253.7 229.0
Total assets R’m 4 898 4 714 4 584 4 110 3 110
Net working capital R’m 1 462 1 425 1 283 1 302 1 039
Equity R’m 2 611 2 478 2 318 2 236 1 257
Net debt R’m 1 124 1 164 1 250 1 073 1 030
Return on assets % 4.6 4.6 3.6 6.5 10.4
Return on net assets % 9.7 10.0 8.6 12.0 22.7
Return on equity % 8.6 9.0 6.8 13.4 25.6
Return on capital % 10.6 10.9 9.1 14.5 24.3
Return on invested capital % 7.7 8.5 7.0 10.6 17.4
Net debt to equity % 43.0 47.0 53.9 48.0 81.9
Net debt to EBITDA % 1.8 2.1 2.7 2.1 1.8
Net changes in working capital R’m (37) (71) 30 (214) (259)
Cash generated from operations R’m 602 495 488 347 302
Capital expenditure R’m 160 231 480 487 238
Acquisitions R’m – 30 – 207 123
Net proceeds from issue of ordinary shares R’m – – – 648 –
Net cash flow from funding arrangements R’m (234) (238) 309 64 109
Net increase/(decrease) in cash and cash equivalents R’m 4 (153) 130 36 (126)
Net working capital/turnover % 24.9 26.3 25.7 28.3 25.1
Net working capital days Days 116 119 124 135 126
Inventory Days 99 107 117 120 118
Accounts receivable Days 59 57 57 56 53
Accounts payable Days (42) (45) (50) (41) (45)
Rand/US dollar (average exchange rate) R/US$ 16.57 14.43 13.25 13.31 14.59
* 2018 restated for impact of IFRS 15 adjustments

OPERATIONS REPORT
RFG has a well-capitalised production base comprising 14 world-class facilities
across South Africa and Eswatini. The group also owns an Ayrshire dairy stud farm
at Groot Drakenstein in the Western Cape and pineapple plantations in Eswatini.
Production sites are strategically located close to end markets or sources of raw materials.
Facilities are equipped with modern technology and are certified to international food
safety standards, including Food Safety System Certification (FSSC) 22000, IFS Food
Standard and the Global Standard for Food Safety. Regular audits and inspections are
undertaken by major domestic and global customers.
The group’s manufacturing asset base represents a significant competitive advantage and
creates a barrier to entry into the group’s product categories.
Production facilities in South Africa and Eswatini

WESTERN CAPE LIMPOPO
GROOT DRAKENSTEIN LOUIS TRICHARDT 11
1. READY MEALS 11. VEGETABLE PRODUCTS
2. DAIRY ESWATINI LIMPOPO
MALKERNS VALLEY
3. F
LEXIBLE PACKAGING
(BABY FOOD) 12. FRUIT PRODUCTS
4. PULPS AND PUREES FREE STATE
BETHLEHEM
9 10 12
WELLINGTON
5. JUICE PRODUCTS 13. SALADS AND PICKLES
KWAZULU-NATAL 7 GAUTENG
ESWATINI
TULBAGH
DURBAN
8
6. FRUIT PRODUCTS 13
GAUTENG 14. DRY FOODS
FREE STATE KWAZULU-NATAL
AEROTON
7. READY MEALS 14
8. PIES AND PASTRIES
KRUGERSDORP
9. MEAT PRODUCTS
JOHANNESBURG
10. BAKERY PRODUCTS
2 1 WESTERN
6 CAPE
3
4 5

Market share* (%) (RFG as the manufacturer)
CANNED FRUIT JAMS CANNED VEGETABLES
1 49 51
1 48 48
2 18 21
Position
Position
Position
CANNED MEATS AND MEALS LONG LIFE FRUIT JUICES SALADS AND PICKLES
1 2 1 September 2019
Position
78 74 22 23 28 28
Position
Position
September 2020
Brand share* (%)

JAMS CANNED FRUIT CANNED PINEAPPLES
2 2 1
Position
Position
Position
28 28 30 30 63 57
CANNED VEGETABLES CANNED TOMATO 100% FRUIT JUICE
2 1 2
Position
Position
Position
15 18 28 33 17 18
SALADS AND PICKLES CORNED MEAT BABY FOOD
3 1 2
Position
Position
Position
14 13 61 57 8 11
DRY GRAVY
2 September 2019
Position
26 27
September 2020
* Moving annual total. Retailers scanning data processed by IRI Worldwide (market shares in the defined dataset, in retail prices)

OPERATIONS REPORT CONTINUED
Capital investment
RFG continues to invest in expanding capacity to meet growing customer demand and
upgrading equipment to maintain the production base to world class standards.
MAJOR CAPITAL EXPENDITURE PROJECTS COMPLETED IN 2020
• Equipment upgrades and replacements at the fruit products • Ongoing development of pineapple plantations in Eswatini
(Tulbagh), vegetable (Louis Trichardt) and Gauteng pie • Initial costs for the installation of a new line at the fruit juice
(Aeroton) manufacturing facilities factory in Wellington
• Installation of additional fire protection equipment at three sites
CAPITAL INVESTMENT
R’m
487
480
12
19
384 355 250

232
20
160
27
118
43
91 106 94 90
2017 2018 2019 2020 2021 planned
Maintenance capex Expansion capex Pineapple crops
MAJOR CAPITAL EXPENDITURE PROJECTS PLANNED FOR 2021

• Installation of an additional production line and expansion • Ongoing development of the Eswatini pineapple plantations
of warehouse facilities at the fruit juice factory in Wellington • Upgrading the bakery facility in Linbro Park to accommodate
• Additional filling line in the baby food factory at the integration of the KZN pies and pastries operation which
Groot Drakenstein was closed at the end of November 2020.

Product innovation
RFG strives for continuous innovation in products, processes and packaging. The group
has a central new product development (NPD) capability at Groot Drakenstein with a new
world class NPD centre, supported by a specialised NPD capability in Gauteng for pies,
pastries and bakery.
ONGOING NEWNESS IS A KEY DRIVER OF SALES AND MARKET SHARE GROWTH, WITH THE CORE
COMPONENTS OF NPD BEING:
• Lateral extensions of brands into adjacent categories

One of several examples of brand extensions was the successful entry of the Rhodes brand into the fruit juice market where it is
now the number two brand in the country with a share of 18%, five years after entering this highly competitive category.
• Range extensions and product upgrades through innovation
This was demonstrated in 2020 with the relaunch of Hinds Spices through a complete overhaul of the brand and several
range extensions. Another example was the earlier relaunch of the Pakco dry foods portfolio which included extensive product
innovation, new pack formats and refreshed packaging designs across the Pakco, Bisto, Hinds and Southern Coating brands.
• Global health and eating trends
Growing environmental consciousness and broadening lifestyle food choices has contributed to the increasing popularity of plant-
based eating. The group’s fresh foods division produces a range of plant-based protein ready meals and dairy alternative products.
Further product innovation in relation to health trends has included “Carb Clever” and low fat ready meals, vegetable juices, kids
meals with no added sugar, preservatives or colourants, and baby meals with no additives or preservatives.
Packaging innovation
RFG is also at the forefront of packaging innovation, with several new features introduced
by the group having become the industry norm.
RECENT PACKAGING INNOVATION INCLUDES THE FOLLOWING FEATURES:
• first to market with baby food in pouches
• ‘easy-open’ cans
• snap-on plastic caps on cans
• tomato paste in plastic cups
• ‘one-step’ opening cap on fruit juice packs

LATERAL EXTENSIONS OF BRANDS INTO ADJACENT CATEGORIES
NEW IN
2020
RANGE EXTENSIONS AND PRODUCT UPGRADES THROUGH INNOVATION
NEW
VARIANTS
NEW
VARIANTS
GLOBAL HEALTH AND WELLNESS TRENDS

Production capacity utilisation
High Above 75% utilisation
Medium 60% – 75% utilisation
Production facilities* Low Below 60% utilisation
1 RFG READY MEALS WESTERN CAPE

Location Groot Drakenstein, Western Cape
Product range Ready meals and snacking for Woolworths and various food service customers
Capacity utilisation Medium
2 RFG DAIRY
Product range Ayrshire milk, cream and cheese mainly for Woolworths
Capacity utilisation High
RFG is the exclusive provider of Ayrshire milk to Woolworths in the Western and Eastern Cape and produces approximately
30% – 40% of its raw milk requirement at its Ayrshire stud farm at Groot Drakenstein. Also produces range of non-dairy
plant-based products for Woolworths.
3 RFG FLEXIBLE PACKAGING (BABY FOODS)

Product range Baby food in pouches; other foods in flexible packaging
Brands Rhodes Squish (baby food); Rhodes (other food products); private label
Origin of facility Constructed in 2017
4 RFG PULPS AND PUREES

Product range Industrial fruit pulps and purees; approximately 30% export with plan to increase internal usage
Origin of facility Acquisition of Boland Pulp business in 2015
5 RFG JUICE PRODUCTS

Location Wellington, Western Cape
Product range Fruit juice
Brands Rhodes; Zing; private label
Capex 2020 Initial costs of installation of new fruit juice line (to be completed in 2021)
Origin of facility Acquisition of Pacmar in 2015
6 RFG FRUIT PRODUCTS WESTERN CAPE

Location Tulbagh, Western Cape
Product range Canned deciduous fruit, fruit in plastic cups, industrial fruit pulps and purees; predominantly export
Brands Rhodes; private label
Capex 2020 Equipment upgrade and replacement
Origin of facility Acquisition of Del Monte Fruits SA business in 2010
7 RFG READY MEALS GAUTENG

Location Aeroton, Gauteng
Product range Ready meals for Woolworths and other food service customers
Origin of facility Constructed in 2010
*Refer to map with location of production facilities on page 28

8 RFG PIES AND PASTRIES GAUTENG
Location Aeroton, Gauteng
Product range Pies and pastry products; exclusive pie provider to Woolworths and national
pie supply agreement with Engen
Brand Magpie and Ma Baker
Origin of facility Acquisition of Sunpie in 2006
9 RFG MEAT PRODUCTS

Location Krugersdorp, Gauteng
Product range Canned meat and meals
Brands Bull Brand; Gold Dish; private label
Origin of facility Acquisition of Bull Brand business in 2013
Baked bean production facility: The group’s baked bean manufacturing facility is located on the Krugersdorp
production hub site, adjacent to the meat products facility, and produces baked beans under the Rhodes brand
as well as private label ranges
10 RFG BAKERY PRODUCTS

Location Johannesburg, Gauteng
Product range Bakery products
Brand Magpie
Capacity utilisation Low
Origin of facility Acquisition of General Mills Foodservice SA business in 2015
11 RFG VEGETABLE PRODUCTS

Location Louis Trichardt, Limpopo
Product range Canned vegetables
Origin of facility Acquisition of Giants Canning business in 2007
12 RFG FRUIT PRODUCTS ESWATINI

Location Malkerns, Eswatini
Product range Canned citrus and pineapple, fruit in plastic cups, jam and industrial fruit concentrate;
approximately 70% export. Total pineapple requirement grown on own and leased farms.
Brands Rhodes; Hazeldene; Trout Hall; private label
Origin of facility Established in 1954 and sold to Nestle. The forerunner to the current Rhodes Food Group
13 RFG SALADS AND PICKLES

Location Bethlehem, Free State
Product range Bottled salads and pickles
Origin of facility Acquisition of Deemster business in 2015
14 RFG DRY FOODS

Location Durban, KwaZulu-Natal
Product range Dry packed spices, condiments, instant meals and desserts
Brands Bisto, Pakco, Hinds, Southern Coating, Rhodes Trotters; private label
Origin of facility Acquisition of Pakco in 2017

CORPORATE GOVERNANCE REPORT
Introduction
RFG is committed to achieving high standards of corporate governance by entrenching the values of integrity, competence, responsibility,
accountability, fairness and transparency in all its business activities.
The board is accountable to shareholders and is ultimately responsible for ensuring that the group complies with legislation, regulation
and corporate governance codes and policies. Management aims to create and maintain a culture of good governance across the business.
The directors confirm that the group has in all material respects applied the principles of the King IV Code on Corporate Governance
(King lV) for the reporting period. A schedule detailing the group’s application of the King lV principles is available on the website at
www.rfg.com.
Board of directors
BOARD CHARTER
The board has a formal charter which details the scope of authority, responsibility and functioning of the board. In terms of the charter
the directors retain overall responsibility and accountability for the following:
• Overseeing the group’s strategy, performance and sustainability
• Promoting the interests of stakeholders through ethical leadership
• Ensuring effective risk management and internal controls
• Complying with legislation, regulation and governance codes
• Nominating directors for appointment and evaluating board and director performance
• Evaluating the performance of senior management and considering succession plans
• Ensuring appropriate remuneration policies and practices
• Shareholder communications and stakeholder engagement.
The board is satisfied that it has fulfilled its responsibilities in accordance with its charter for the reporting period.
BOARD COMPOSITION part of the group’s succession planning for the CEO position and
provides continuity of executive leadership for both emergency
In compliance with the JSE Listings Requirements, the board is situations and over the long term.
required to adopt a policy on the promotion of broader diversity at
board level, specifically focusing on the promotion of the diversity Following a formal selection process, Selomane Maitisa
attributes of gender, race, culture, age, field of knowledge, skills was appointed as an independent non-executive director
and experience. on 19 October 2020, as a planned replacement for Andrew
Makenete, who will retire from the board on 4 March 2021.
In July 2020, the board nomination, composition and diversity
policy was revised as follows: In appointing Ms Maitisa, the board increased female representation
from 22% in 2019 to the current 27%. Black representation has
• Directorships of JSE-listed companies limited to a maximum increased to 45%. Ms Maitisa’s qualifications and experience
of five. ensure that she has the appropriate field of knowledge and skills
• Non-executive directors’ tenure limited to nine years, to serve on the audit, risk and information technology committee.
with further extensions being subject to an annual Her previous directorships, particularly as a non-executive
independence and performance review. The maximum director of a JSE listed company, ensure that she has the requisite
extension allowed is three years. experience to make an immediate contribution to the board.
• The voluntary target for black directors was increased Her marketing background adds a new dimension of knowledge,
from 40% to 50%. skills and experience on the board while her age is commensurate
with the majority of the board members.
The following appointments were made to the board in 2020:
RFG has a unitary board structure, currently with eight
Pieter Hanekom, the managing director of the Long Life Foods non-executive directors and three salaried executive directors.
Division of Rhodes Food Group, was appointed as deputy chief
executive officer with effect from 8 July 2020. In his new capacity, Biographical details on the directors appear on pages 18 and 19,
Mr Hanekom was also appointed as an executive director to the including the tenure, experience and expertise of each director.
board of RFG with effect from 8 July 2020. His appointment is

BOARD PROFILE
73%
55%
RACIAL White GENDER Male
45% DIVERSITY Black DIVERSITY Female
27%
9% 9%
18%
18%
> 1 year 45 – 49
46%
TENURE 1 – 2 years AGE 50 – 54
3 – 6 years 55 – 59
55%
27% < 7 years 18% 60 – 65
18%
Independent
non-executive
CLASSIFICATION
Non-executive
55%
27% Executive
At the time of this report, black directors accounted for 45% of

the board compared to a new voluntary target of 50% outlined
INDEPENDENCE OF DIRECTORS
in the board’s nomination, composition and diversity policy. Six of the non-executive directors, including the chairperson, are
Female composition is 27% relative to a voluntary target of 30%. classified as independent in terms of King lV and the JSE Listings
After Mr Makenete’s retirement, black directors will account Requirements. Garth Willis and Chad Smart are not considered
for 40% of the board relative to the target of 50%. Female to be independent owing to their shareholding in Capitalworks,
composition will be 30%, which is in line with the voluntary target. a significant investor in the group. However, these directors
continue to exercise independent judgement at board level.
The board is satisfied that its composition reflects an appropriate
mix of knowledge, skills, experience, diversity and independence. During the period, the board assessed the independence of
Mr Makenete, who has been a director within the group since
Directors are appointed by the board in a formal and transparent 2008 and has therefore had a reasonably long relationship with
manner. executive management. The board determined that there are no
The tenure of the chairperson and lead independent director is relationships or circumstances appearing to affect Mr Makenete’s
limited to a maximum of four three-year terms. judgement and concluded that he is appropriately categorised as
an independent director.
The executive directors are subject to a notice period of
three months.

CORPORATE GOVERNANCE REPORT CONTINUED
FUNCTIONING OF THE BOARD KEY ISSUES ADDRESSED IN 2020

The board meets six times each year. Additional meetings may be In addition to meeting its required governance and oversight
convened to discuss urgent or specific business. responsibilities during the year, the board addressed the following
key issues:
In 2020, an additional meeting was held to approve the
appointment of Ernst & Young Inc as external auditors for the • Monitored the group’s response to risks and challenges
2021 financial year, approve the appointment of a deputy CEO presented by the Covid-19 pandemic, as detailed on page 14.
and approve the appointment of the deputy CEO as an executive • Approved the appointment of Ernst & Young Inc as the group’s
director on the board. The board also approved changes to the external auditor, effective from the 2021 financial year.
chairpersons of the board committees and approved changes to
• Monitored the group’s performance against key performance
the composition of the nominations committee.
measures and targets.
The roles of the board chairperson, Dr Yvonne Muthien, and the • Approved the group’s short-, medium- and long-term strategy
chief executive officer (CEO), Bruce Henderson, are separate and as formulated and developed by management.
clearly defined. This division of responsibilities ensures a balance
• Monitored the implementation and execution of the strategic
of authority and power, with no individual having unrestricted
plan by management.
decision-making powers.
• Performed a detailed review of all directorships held by
The group has a formal induction programme for new directors. members of the board and concluded that no board member
The chairperson of the board and each committee will meet with is over-committed.
new directors and together with the company secretary identify
• Assessed the independence of long-serving director Andrew
assistance that may be required.
Makenete and concluded that he is appropriately categorised
as an independent director.
BOARD AND COMMITTEE MEETING ATTENDANCE • Monitored progress against the group’s BBBEE targets and
Attendance reviewed strategies to improve the group’s BBBEE score.
2%
• Endorsed the group’s environmental sustainability strategy and
Absence monitored performance against targets.
• Approved the annual financial statements, integrated report
For the reporting period and related SENS announcements.
the directors achieved a • Regular communication on legal and corporate governance
97.7% (2019: 98.3%) developments, and risks and changes in the external
level of attendance at
board and committee
environment of the organisation, were provided to
meetings. board members.
98% • Reinforced the need for board members to continuously
develop their competence to lead effectively, keeping up to
date with key developments affecting the company and their
own required skills set.
BOARD EVALUATION • The board receives training on amendments to the JSE Listings
Evaluation questionnaires were prepared by the company Requirements on an annual basis.
secretary for evaluation of the board and committees by the • A business continuity project commenced in February
directors. The evaluations were aligned to the recommendations in terms of which a plan will be formalised to ensure that
of the King IV code. No major areas of concern were identified critical operations continue to be available in a compromised
and the results were reviewed by the nominations committee. environment. While disaster recovery and emergency action
The issues raised by board members through the evaluation plans exist at individual operations, the focus is on developing
process will be further considered in 2021 to ensure continued a group continuity plan that minimises the disruptive effects of
improvement in the board’s performance and effectiveness. a disaster or major disruptive event. The project is expected to
Action plans drawn up from the 2019 evaluation process be completed by November 2021.
were reviewed in 2020 to ensure that these were adequately
addressed.

Covid-19 Management’s response to Covid-19 included:
• Established a multidisciplinary Covid-19 task team with the
During the initial phases of the Covid-19 lockdown, the board met objective of creating effective mitigation procedures to maintain
on a weekly basis to discuss and review: the highest possible standards, and to develop contingency
measures in the event of an outbreak of Covid-19 at any of the
• Protocols being implemented to ensure a safe working group’s operations.
environment and promote the well-being of employees.
• Issued regular communiques to management and staff.
• Measures introduced to ensure the ongoing supply of
food products. • Conducted an extensive educational programme on social
distancing and the necessary mitigation steps in the workplace
• Measures introduced to ensure the integrity of the inbound and at home.
and outbound supply chain.
• Implemented measures to ensure physical distancing between
• The Covid-19 rates of infection of employees. employees in work and social areas.
• The challenges encountered with regard to export operations, • Issued staff with masks and sanitiser for travel purposes as well
including port congestion and bottlenecks. as daily multi-vitamins to boost physical and mental well-being.
• Engagements with key stakeholders, including the Department • Implemented and facilitated remote working for employees
of Trade, Industry and Competition, the Department of Health, where possible, including the establishment of protocols and
the Department of Employment and Labour and the media. guidelines for working from home.
• The financial and operational impact on the business in terms • Identified and made special arrangements for high risk
of increased demand for certain products and decreased individuals.
demand for others. • Conducted risk impact assessments for every site.
• Corporate social investment activities to support feeder • Established lines of communication with government
communities. departments to report employee infections.
• An employee assistance fund was established through
The audit, risk and information technology committee specifically contributions from directors and senior management to
assessed the following: financially support staff impacted by Covid-19.
• The risk of the closure of factories and the impact on cashflow • Where seasonal employees were financially impacted by
and business continuity. Covid-19, RFG supported them by applying to the UIF and
• The diversity in the group’s product range, target market and Temporary Employer-Employee Relief Scheme (TERS) on
sales channels and how this would benefit the business in the their behalf.
Covid-19 environment.
• Stress testing was undertaken at a divisional level to determine
the impact on profitability, bank covenants and short-term Executive committee
banking facilities.
The board has delegated authority to the CEO and the executive
• Operations with the biggest risk to the business were assessed committee for the implementation of the strategy and the
and alternative arrangements considered. ongoing management of the business. The seven-person executive
• The effect of the collapse of printed media on advertising and committee comprises the CEO, deputy CEO and head of long
other avenues available to the group. life foods, chief financial officer (CFO), head of fresh foods,
• Alternative supply sources identified for key raw materials. commercial, human resources and corporate affairs. Biographical
details on the executive committee appear on pages 20 and 21.
• The effect on cashflow if customers were not able to meet their
payment obligations. The CEO has a three-month notice period and has no professional
• The robustness of IT infrastructure with many employees commitments outside of the group. Succession planning is in
required to work from home during lockdown. place for this position for both emergency situations and over the
long term.
• Additional expenses for the health and safety of employees and
A delegation of authority framework is in place and the board
for operational requirements.
is satisfied that it contributes to role clarity and the effective
exercise of authority and responsibilities.

Company secretary
The company secretarial function for the listed entity is fulfilled by Bernadette Lakey, corporate affairs director of the main subsidiary.
Ms Lakey is a Chartered Accountant (SA). The board is satisfied that:
• the company secretary is suitably qualified, and experienced to provide professional and independent guidance to the board on
corporate governance and its legal duties;
• the office of the company secretary is empowered and that the position carries the necessary authority;
• an arms-length relationship exists between the company secretary and the board; and
• the company secretary has the necessary competence, knowledge and objectivity to provide independent guidance and support at the
highest level of decision making in the organisation.
The company secretary provides guidance to directors on governance, compliance and their fiduciary duties. Directors have unrestricted
access to the advice and services of the company secretary.
Michelle Saville, legal and compliance officer of the main subsidiary, is the company secretary for all of the South African subsidiaries
within the group. Ms Saville is a lawyer who has been with the group for three years.
Board committees
Specialised governance functions are delegated to four committees to assist the board in meeting its oversight responsibilities.
The directors confirm that the committees have functioned in accordance with their terms of reference during the financial year.
These terms of reference are reviewed annually.
The audit, risk and information technology committee is appointed by the board and approved by shareholders at the annual
general meeting.
AUDIT, RISK AND INFORMATION TECHNOLOGY COMMITTEE

ROLE AND RESPONSIBILITIES COMPOSITION
• Ensure the group has adequate and appropriate financial and operating controls Chairperson: Mark Bower
• Ensure the group has established appropriate financial reporting procedures and At the time of the report, the committee
that the procedures are operating effectively comprised four independent non-executive
• Ensure the group has an effective policy and plan for risk management directors.
• Ensure that the group has an effective policy and plan for the management of
information technology
• Maintain oversight for financial results and integrated reporting
• Ensure satisfactory standards of governance, reporting and compliance
Refer to the audit, risk and information technology committee report in the annual financial statements.

REMUNERATION COMMITTEE
• Ensure the group has a remuneration policy which is aligned with the strategic Chairperson: Thabo Leeuw
objectives and goals (appointed 1 October 2020)
• Determine remuneration of executive directors Andrew Makenete stepped down as chairperson
• Propose fees for non-executive directors for shareholder approval on 1 October 2020 and will remain a member
of the committee until his retirement on
4 March 2021.
At the time of the report the committee
comprised three independent non-executive
directors and a non-executive director.
Refer to the remuneration report on pages 44 to 59
SOCIAL AND ETHICS COMMITTEE

• Monitor the group’s activities relating to social and economic development, Chairperson: Bongiwe Njobe
stakeholder and consumer relationships, and labour issues (appointed 1 October 2020)
• Monitor adherence to corporate citizenship principles and ethical behaviour Thabo Leeuw stepped down as chairperson of
• Monitor the group’s empowerment and transformation strategy, and progress the committee on 1 October 2020.
against BBBEE targets
The committee comprises two independent
• Oversee the implementation of the group’s sustainability programme non-executive directors and a non-executive
• Ensure the group’s interactions with stakeholders are guided by legislation director.
and regulation
Refer to the social and ethics committee report on pages 60 to 63
NOMINATIONS COMMITTEE
• Assist the board in identifying, nominating and appointing suitable candidates Chairperson: Dr Yvonne Muthien
as directors
During the financial year the committee
• Develop and regularly review succession plans for the board, CEO and senior comprised the chairperson of the board and the
executives members of the remuneration committee.
• Ensure the board has appropriate balance of skills, knowledge, expertise
Effective from 1 October 2020, the committee
and diversity
comprises the chairperson of the board and the
• Approve appointments and removals of directors of all major subsidiaries chairpersons of the board committees.
• Review the performance of the board and its committees

BOARD AND COMMITTEE MEETING ATTENDANCE

AUDIT, RISK
AND INFORMATION SOCIAL AND
TECHNOLOGY REMUNERATION ETHICS NOMINATIONS
DIRECTOR STATUS BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE
Number of meetings 7 5 3 5 2
Dr Yvonne Muthien Independent +7 +2
Andrew Makenete Independent 6 4 +3 2
Bongiwe Njobe Independent 7 5
Bruce Henderson* Executive 7 5 3 5 2
Chad Smart Non-executive 5
Garth Willis Non-executive 7 3 5 2
Mark Bower Independent 7 +5 3 2
Pieter Hanekom#* Executive 2 1 1 2
Tiaan Schoombie* Executive 7 5 3 5 2
Thabo Leeuw Independent 7 5 +5
Attendance (%) 2020 95 93 100 100 100
Attendance (%) 2019 98 100 100 93 100

+ Chairperson
# Pieter Hanekom was appointed to the board on 8 July 2020.
* Executive directors attend all meetings by invitation.
Compliance
Details on the internal audit function, systems of internal control, the external audit function, combined assurance and risk management
are outlined in the audit, risk and information technology committee report in the annual consolidated financial statements. In terms of
the JSE Listings Requirements, the committee conducted an assessment of the suitability of the external auditor, Michael van Wyk, and
satisfied itself that both Deloitte & Touche and Mr van Wyk had the necessary accreditation.
The board confirms that the group has established appropriate financial reporting procedures and the directors are satisfied that these
procedures are operating effectively.
LEGISLATIVE AND REGULATORY COMPLIANCE

Legislative and regulatory compliance is monitored by the company secretary working together with the head of human resources.
An analysis of current and pending legislation and regulation relevant to the group is presented at board meetings.
There was continued focus on the group’s employment equity and transformation initiatives to ensure the group achieves legal compliance
and is aligned to best practice.
A compliance review was conducted to ensure that the social and ethics committee effectively monitors the organisation’s activities
in relation to stakeholders, and fulfils its statutory and regulatory duties, particularly its responsibility to monitor the group’s activities in
relation to applicable legislation, rules, codes of best practice and standards.

INVESTOR RELATIONS
An investor relations policy aims to ensure compliance with
all legislation, regulation and voluntary codes in relation to the
disclosure, communication and dissemination of information,
while limiting reputational risk for management and the group.
Management is committed to engaging with local and international
analysts and fund managers to enable informed decisions to
be made about investing in RFG. The CEO and CFO are the
designated investor spokespersons and all investor meetings are
attended by at least two people. An investor relations consultant
has been retained by RFG since listing to advise management on
its investor relations strategy and activities.
The group aims to ensure pro-active and timely communication
with the investment community, while protecting the rights
of all shareholders by providing equal access to information,
with simultaneous release of information and no selective
disclosure of information.
ETHICS
The group subscribes to the highest standards of ethical business
practice. The group has implemented documented policies which
set stringent standards relating to the acceptance of gifts from
suppliers and other third parties, confidentiality of information,
protection of information, whistleblowing, trademarks and
intellectual property, declarations of potential conflicts of interest,
as well as zero tolerance policies on racism, discrimination, sexual
harassment and bullying.
Governance in 2021
The business continuity project is ongoing and is expected to
be completed by November 2021.
Other governance priorities include the finalisation of policies
on communication and environmental management and
sustainability.
A group governance framework is to be developed to give effect
to the board’s direction on stakeholder relationships and the
exercise of authority across the group. Other policies to be
developed include a fraud prevention plan that sets out the
board’s approach to dealing with fraud risk and to elaborate
on specific initiatives to prevent fraud risks. The board will
consider the outcomes of the board and committee evaluations
conducted in 2020.
The board nomination, composition and diversity policy is
reviewed regularly to determine whether gender and race
targets remain appropriate as well as to assess the board’s skills
and expertise.
Covid-19 monitoring and mitigation plans will remain a key focus
in 2021 as part of the board’s proactive oversight responsibilities.

REMUNERATION REPORT
Part 1: Overview As in previous years, the committee sought independent external

advice on remuneration trends and market benchmarks.
RFG aims to create a performance-based culture by adopting Bowman Gilfillan advised the committee for the 2020 financial
remuneration policies and practices which reward executives year and the committee is satisfied that the consultant provided
and employees by aligning performance with the creation of independent and objective advice.
sustainable returns to shareholders while meeting the needs
of other stakeholders. The committee is satisfied that the remuneration policy
achieved its objectives for the year and intends to focus on the
Remuneration reporting and disclosure is aligned with implementation of minimum shareholding targets and refining
the requirements of the King lV governance code and the performance measures and targets in the 2021 financial year.
remuneration report is presented as follows:
The 2020 financial year has been particularly challenging,
• Part 2 outlines the group’s remuneration policy which will be and the committee addressed the following:
proposed to shareholders for a non-binding advisory vote at
the annual general meeting (AGM) in March 2021. • Reviewed the remuneration structure and pay mix for executive
directors and executive management to ensure an optimal
• Part 3 details how the remuneration policy has been remuneration structure in the wake of the Covid-19 pandemic.
implemented in the 2020 financial year and this
implementation report will again be proposed separately to • Reviewed the performance measures for short- and
shareholders for a non-binding advisory vote at the AGM. long-term incentive schemes to reward the achievement
of appropriate targets.
This report focuses mainly on the remuneration of the executive
directors and non-executive directors of RFG Holdings. • Monitored compliance with the requirements of King IV.
The remuneration paid for the 2020 financial year is outlined • Proposed the fees for non-executive directors and approved
in the implementation report on pages 51 to 59. the remuneration for executive directors and executive
management.
The remuneration of executive directors and all other employees
is influenced by the need to ensure internal equity while also
considering company performance, trading conditions, industry
dynamics, the prevailing economic environment, scarcity of skills FAIR AND RESPONSIBLE REMUNERATION
and other market factors. As a responsible corporate citizen the group is aware of the
societal issues relating to minimum wages and the wage gap,
and is committed to adopting fair and responsible remuneration
SHAREHOLDER ENGAGEMENT practices. These issues have been exacerbated by the Covid-19
RFG welcomes engagement with shareholders on remuneration pandemic and RFG has prioritised the wellness and safety of its
issues to inform the voting process at the AGM. In line with employees during this uncertain period.
King lV, the group is required to engage directly with shareholders The group continues to strive to improve employment conditions
should the remuneration policy or the implementation report across the business and implement initiatives that will over
be voted against by 25% or more of the votes exercised. time realise the concept of fair and reasonable remuneration.
Through this engagement process management will endeavour This includes the promotion of employment equity and diversity
to determine the reasons for the dissenting votes and address in the workplace, skills development, career path planning,
legitimate objections, and take reasonable measures to address remuneration benchmarking to ensure internal equity and equal
shareholder concerns. The process to address these concerns pay for work of equal value.
will be disclosed in the following years’ remuneration report.
At the AGM in February 2020 the remuneration policy was
approved by 94.34% of the votes cast and the implementation EMPLOYEE ASSISTANCE FUND
report approved by 95.09% of votes cast. Directors and senior management contributed to an employee
assistance fund which was established to support staff impacted
No material issues were raised by shareholders and therefore no
financially by the Covid-19 pandemic. The CEO contributed 50%
action was required in the reporting period.
of his salary for two months and the rest of the executive team
30%, while non-executive directors contributed 30% of their fees.
REMUNERATION GOVERNANCE The remuneration of the executive and non-executive directors

The remuneration committee (the committee) is responsible reflected throughout the remuneration report is net of the
for overseeing the group’s remuneration policy and practices. amounts contributed to this fund.
The committee ensures the remuneration policy is aligned
with the group’s strategic objectives and goals, determines
the remuneration of executive directors and proposes fees for
non-executive directors for shareholder approval.

Part 2: Remuneration policy PRESCRIBED OFFICERS
The prescribed officers of RFG Holdings in terms of the
The remuneration policy is based on the following principles: Companies Act are the three executive directors and their
• Attract and retain employees with skills to effectively manage remuneration is disclosed in the implementation report.
the operations and growth of the business
• Motivate employees to perform in the best interests of
the business REMUNERATION STRUCTURE
• Ensure fairness, equity and consistency of reward across Remuneration consists of a mix of guaranteed remuneration and
the group variable performance-related pay which is at risk. Guaranteed
remuneration constitutes the employee’s total cost-to-company
• Recognise superior performance
package, including a cash salary, travel allowance, and employer
• Align remuneration strategies with best market practice contributions to benefit schemes such as medical aid and
and shareholder value creation retirement funds.
• Comply with all relevant labour legislation. The group continues to move towards a more integrated approach
to reward strategy, encompassing a balanced design in which all
Employees are therefore rewarded based on the following components are aligned to the strategic direction and business-
considerations: specific value drivers of the group, and integrated into other
• Internal equity management processes.
• External equity in relation to the job market The group is therefore committed to maintaining pay levels
• Levels of responsibility on a total cost-to-employer basis that reflect an individual’s
• Scarcity of skills worth to the group, and incentives that recognise and reward,
where appropriate, both operational performance and strategic
• Work performance performance in a challenging business environment.
• Levels of experience.
Remuneration and directors’ fees are benchmarked using an
Remuneration practices are free of unfair distinction. However, annual remuneration survey, market trends and independent
fair distinction, based on performance, experience and skills, advice from an external consultant.
is applied. An annual merit-based salary increase on the guaranteed portion
As a guideline, the group aims to pay employees who perform of remuneration is awarded effective 1 October each year.
effectively at the 50th percentile of the market. Premiums are Short-term incentives are designed to motivate and reward the
paid for scarce skills and to ensure employee retention. achievement of short-term objectives for executive directors,
The remuneration policy requires that the remuneration of executive management and senior management, while long-term
executive directors is determined independently and rationally incentives are designed to incentivise the creation of long-term
by the committee, to ensure that remuneration decisions are free shareholder value.
from undue influence, self-interest and favouritism. The following tables detail the potential remuneration outcomes of
the short-term and long-term incentives at threshold, target and
stretch performance for the chief executive officer, deputy chief
EXECUTIVE SERVICE CONDITIONS executive officer and chief financial officer.
Executive directors do not have fixed-term contracts and are
employed on a similar basis to all other employees. Executive
directors are subject to a three-month notice period and there is
no provision for settlement payments on termination.

REMUNERATION REPORT CONTINUED
REMUNERATION MIX
BRUCE HENDERSON (CEO)
2020 policy (R’000) Minimum On-target Stretch
Salary 3 811 3 811 3 811
Retirement savings and benefits 1 277 1 277 1 277
Guaranteed pay 5 088 100% 5 088 100% 5 088 100%
Short-term incentives – 0% 1 630 30% 3 259 60%
Long-term incentives – 0% 3 259 60% 9 778 180%
Total remuneration 5 088 9 977 18 125
Stretch 33%
On-target On-target
pay mix
16%
38%
Minimum
13%
(R’000) 0 2 500 5 000 7 500 10 000 12 500 15 000 17 500 20 000
PIETER HANEKOM (DEPUTY CEO)^

Salary 677 677 677
Retirement savings and benefits 241 241 241
Guaranteed pay 918 100% 918 100% 918 100%
Total remuneration 918 3 828 8 620
Stretch 18%
6%
On-target On-target
49% pay mix
Minimum 27%
(R’000) 0 2 000 4 000 6 000 8 000 10 000
^ Remuneration relates to the period from his appointment as an executive director on 8 July 2020 until the end of the financial year.

TIAAN SCHOOMBIE (CFO)
Salary 2 712 2 712 2 712
Retirement savings and benefits 617 617 617
Guaranteed pay 3 329 100% 3 329 100% 3 329 100%
Total remuneration 3 329 6 105 10 617
Stretch
28%
On-target On-target
pay mix
45%
17%
Minimum
10%
(R’000) 0 2 000 4 000 6 000 8 000 10 000 12 000
The group follows a remuneration mix policy that supports the philosophy that the performance-based pay of executive directors should
form a greater portion of their expected total compensation than guaranteed pay. In addition, within the performance-based pay of the
executive directors, the orientation should be towards rewarding long-term sustainable performance (through long-term and/or share-
based incentives) more than operational performance (through annual cash incentives).
The mix of guaranteed and variable pay is therefore designed to meet the group’s operational needs and strategic objectives, based on
targets that are demanding, measurable and relevant.
The pay mix proportionality is the balance between guaranteed pay, annual cash incentives and the long-term incentive elements of share
appreciation rights and performance shares.
The on-target reward from annual cash incentives and the target reward from long-term (share-based) incentives will vary in practice as
the result of individual and group performance and the impact of external factors.

INCENTIVE SCHEMES
Short-term and long-term incentives are an integral part of the group’s remuneration structure. The incentive schemes are self-funding
and payouts are based on the attainment of board-approved targets.
SHORT-TERM INCENTIVE SCHEME

Executive directors, executive management and senior managers participate in an annual cash-based short-term incentive (STI) scheme.
The scheme rewards the achievement of a combination of financial and non-financial targets:
STI performance measures 2020 2021

Key performance area Measure Weighting Measure Weighting
Financial targets Economic value added 100% Economic value added 100%
(combination of EBIT and RONA) (combination of EBIT and RONA)
Operational modifier Net working capital as % of revenue +/-10% – –
Transformation modifier BBBEE +/-10% BBBEE +/-10%
ESG modifier – – Environmental sustainability +/-10%
A bonus of 30% of the cost-to-company package is paid on the achievement of an on-target performance for executive directors.
Incentives are only paid when the threshold of 85% for 2020 and 75% for 2021 of targeted performance is achieved. This increases on
a straight-line basis as the performance level increases, with 100% of the incentive paid if 100% of the targets are met. Performance
exceeding the targeted performance results in the payment of a higher incentive amount. The incentive is doubled on achieving 125% of
target or when a return on net assets (RONA) of 25% is achieved, whichever is the higher.
The incentives payable to the CEO and CFO are based on 100% of the group’s performance. The incentive for the deputy CEO is based
on 80% of the performance of the Long Life Division (of which he is the managing director) and 20% on group performance.
The short-term incentive scheme has been aligned with the group’s transformation and empowerment objectives. The group’s combined score
for performance against the preferential procurement, enterprise and supplier development, and management control elements of the
AgriBEE sector codes was applied as a modifier in determining incentive payouts in 2020.
All targets and incentive payments to executives are approved by the committee.
The committee is permitted to apply its discretion to reduce any short-term incentive payments, having due regard to the balance
between fairness to employees and other stakeholder interests. The committee will apply this discretion in the case that any of the financial
measures are materially below the threshold, as well as in the case of unacceptable safety outcomes, particularly in the case of fatalities
or outcomes significantly below the thresholds for the year, and major environmental incidents, or events causing significant harm to the
reputation of the company.
CHANGES FOR PERFORMANCE MEASURES FOR 2021

• An ESG modifier has been added to cover environmental sustainability targets, namely water and energy management, air emissions
and waste handling.
• The transformation modifier (BBBEE) has been amended to focus on employment equity, employee development and
supplier development.
• Both modifiers will have a 10% positive or negative modification factor.
• The operational modifier for net working capital as a percentage of revenue will be discontinued.

LONG-TERM INCENTIVES PERFORMANCE SHARES
2015 Share Plan Performance shares align the interests of shareholders and
participants by rewarding superior performance.
The share-based long-term incentive plan (the plan) aligns with
global best remuneration practice, and emerging South African Annual conditional awards of performance shares are made
practice, and is based on aligning executive and shareholder mainly to executives who can influence and impact long-term
interests, retaining key talent and incentivising long-term, strategic performance.
sustained performance.
The shares vest on the third anniversary of their award, subject to
Participants in the plan are offered annually a weighted the group achieving the targeted performance criteria.
combination from the following elements, according to their The number of shares that vest depend on the performance
role and responsibilities within the group: relative to prescribed targets.
• Allocations of equity-settled share appreciation rights For 2020 vesting, performance was measured against the
(performance vesting) following metrics:
• Conditional awards of performance shares • Return on net assets (RONA): 50% weighting
(performance vesting)
• Comparative total shareholder return (TSR): 50% weighting
• Grants of restricted shares (performance incentive-based). If the target for one of the performance metrics is not achieved,
participants may still qualify for vesting of performance shares
The weighted implementation of these long-term incentive
for achieving the target for the second metric.
elements are aimed at ensuring that the company offers
competitive incentives and that executives share a significant RONA was applied for performance share awards until
level of personal risk with shareholders. December 2017. Return on invested capital (ROIC) was applied
for the December 2018 and December 2019 awards respectively.
The maximum number of shares that may be issued
Performance share awards from December 2020 will be based
to participants in settlement in the plan is restricted to on cash flow return on invested capital (CFROI). Refer to changes
2 210 000 shares (currently 0.84% of the issued share capital). in performance conditions on page 50.
Shares issued to individual participants will not exceed
552 500 shares (currently 0.21% of the issued share capital). RETURN ON NET ASSETS TARGETS
The plan rules provide that share obligations may be settled
Performance target over RONA
by the issue of shares by the company, as an alternative to the
three-year period target Level of vesting
purchase of shares in the market on behalf of participants, or
settlement by way of cash. Minimum threshold RONA 17.0% Zero
or below
SHARE APPRECIATION RIGHTS Targeted RONA 20.0% Targeted number
Annual allocations of share appreciation rights (SAR) are made to of shares
participants. The value accruing to participants on settlement is Maximum RONA 24.0% Three times targeted
the appreciation in the share price above the strike price at which number of shares
the SAR were allocated.
RONA performances between these levels will results in pro-rated
SAR vest in equal amounts on the third, fourth and fifth
vesting. Performance shares that do not vest are forfeited.
anniversary of their allocations. Vesting is dependent on the group
achieving the following minimum performance level over the
vesting period: RETURN ON INVESTED CAPITAL TARGETS
3-year CAGR in diluted HEPS ≥ CPI + GDP growth + 2% Performance target over ROIC
three-year period target Level of vesting
Minimum threshold ROIC 12.5% or Zero
or below below
Targeted ROIC 15.5% Targeted number
of shares
Maximum ROIC 19.5% and Three times targeted
above number of shares
ROIC performances between these levels will result in pro-rated

vesting. Performance shares that do not vest are forfeited.

TOTAL SHAREHOLDER RETURN Q-RATIO vs CFROI/CoC RATIO

Total shareholder return (TSR) is determined relative to a
3.5
comparator group of companies which are likely to be impacted
by the same external influences as RFG. The JSE Food 3.0
Producers’ Index has been identified as the comparator group.
2.5
Performance target relative
2.0
to the comparator group over
three-year period Level of vesting 1.5
Ranked in bottom two places All awards will be forfeited 1.0
in index
0.5
Equal to weighted index Targeted number of shares 2015 2016 2017 2018 2019 2020
Ranked in top two places Three times targeted number Q-Ratio CFROI/CoC Ratio
in index of shares
Q-Ratio = market value of assets
Performances between these points will result in pro-rated replacement cost of capital
vesting, and performance shares that do not vest are forfeited.
The ROIC performance condition will therefore be replaced by
The full value of the share accrues to the participant on vesting as a CFROI condition for awards from December 2020, with the
there is no strike price as in the case of SAR. following targets:
PERFORMANCE CONDITIONS FOR Performance target over

UNVESTED AWARDS three-year period CFROI target Level of vesting
The committee has determined that there will be no changes Minimum threshold CFROI Real level of Zero
to performance conditions for unvested awards and the original or below vesting
conditions will continue to apply.
Targeted CFROI Real cost of Targeted number
capital +3% of shares
CHANGES TO PERFORMANCE CONDITIONS
Maximum CFROI Real cost of Three times targeted
After an extensive review of the return on capital performance number of shares
capital +6%
condition, the committee determined that cash flow return on
invested capital (CFROI) provides the most appropriate return
The real cost of capital is defined as the weighted average cost of
on capital measure over time, adjusting for both the distortions
capital of the company, less consumer price index (CPI) inflation.
of inflation and for changes in the amount of capital investment
over time.
RESTRICTED SHARES
Traditional return on capital measures tend to understate
returns in earlier years of capital projects and overstate them in Annual allocations of restricted shares are made to senior
later years. This distortion is exacerbated in emerging markets managers who, based on their operational performance, warrant
where inflation rates are generally higher. The committee a grant of restricted shares. Restricted shares are not granted to
was concerned that the decrease in the apparent return on executive directors and executive management.
traditional return on capital measures indicated in the earlier Restricted shares will vest after three years.
years of value creating projects (with internal rates of return
above the cost of capital and positive net present value) would
inappropriately penalise management for pursuing valuable GENERAL PROVISIONS
opportunities. The CFROI measure was designed to address Share appreciation rights, performance shares and restricted
this issue. CFROI is a real return on capital on the revalued cost shares, notwithstanding the performance criteria that govern
of operational capital (including fixed and working capital). vesting or grant, will in addition be subject to “malus” and
“clawback” provisions that penalise participants for unacceptable
The ratio of CFROI to the real cost of capital correlates well to
performance in terms of issues and conditions affecting the
the ratio of the market capital of the company at year end to the
environment, health and safety, and governance.
revalued operating capital, as demonstrated by the accompanying
graph. This confirms that targeting a CFROI in excess of the real Settlement is to be made in the main through the purchase of
cost of capital is likely to support the creation of shareholder shares in the market on behalf of participants, or alternatively by
value. the payment of a cash bonus of equivalent value.

MINIMUM SHAREHOLDER REQUIREMENTS
RFG encourages its executive management to hold shares in the company to reinforce the alignment of executive and shareholder
interests. In this regard, a minimum shareholding requirement has been adopted by the group with effect from the 2020 financial year.
The CEO is required to hold 2.0x guaranteed annual pay and the deputy CEO and the CFO 1.0x guaranteed annual pay.
All three executive directors exceed these shareholding requirements.
LEGACY SCHEME
Long-term incentive plan
Following the introduction of the 2015 Share Plan, the group has been phasing out its cash settled long-term incentive plan (LTIP) and no
further awards have been made under this LTIP since 2014. At the time of the introduction of the 2015 Share Plan the seven participants
in the LTIP reached agreement with the company on fixed payments to be made over the remaining four years of the scheme. The final
payment was made in December 2019.
NON-EXECUTIVE DIRECTORS’ FEES

Non-executive directors receive a fixed fee based on their board and board committee responsibilities. None of the non-executive
directors have service contracts with the group and no consultancy fees were paid to non-executive directors during the year. In line with
best governance practice, non-executive directors do not participate in incentive schemes.
Part 3: Implementation report

The committee confirms that the remuneration policy has been consistently applied in the 2020 financial year and that there have been
no deviations from the policy.
ANNUAL SALARY INCREASE

The average salary increase effective from 1 October 2020 is 4% (2019: 5.0%). The CEO, deputy CEO and CFO received the same
percentage increase.
SHORT-TERM INCENTIVE SCHEME

The group reported EBIT of R392 million which is in line with the prior year and RONA of 9.7% (2019: 10.0%). Based on the 2020
results, short-term incentives amounting to R1.0 million (2019: R1.7 million) will be paid to the executive directors and no incentives
(2019: R3.5 million) will be paid to executive management in terms of the scheme rules.
Guaranteed On-target STI STI

Short-term incentive (R’000) pay percentage modifier awarded
2020
Bruce Henderson Chief executive officer 5 088 30% – –
Pieter Hanekom Deputy chief executive 918 30% 91% 997
Tiaan Schoombie Chief financial officer 3 329 30% – –
2020 Short-term incentive implementation^

80% 85% 90% 95% 100% 105% 110% 115% 120% 125%
EVA
EVA factor
91% (0% to 200%)
BBBEE +
BBBEE modifier
10% (-10% to +10%)
Net working capital* +
^ Applies to Pieter Hanekom, the only executive director who received a short-term incentive payment as his incentive NWC modifier
is based 80% on the performance of the Long Life Division and 20% on group performance. This incentive for the -10% (-10% to +10%)
CEO and CFO is based on 100% of group performance. =
* A high net working capital score indicates a weaker performance.
STI factor
Threshold Target Stretch Actual achieved for the year 91%

LONG-TERM INCENTIVE SCHEMES

2015 Share Plan: The first vesting under this scheme was on the third anniversary of the introduction of the scheme in December 2018.
Long-term incentive plan: December 2019 marked the final year of this scheme and in terms of the agreement reached with the participants of
this legacy scheme (refer to Legacy scheme above), a final payment of R2.0 million was paid to executive management in December 2019.
2015 SHARE PLAN: VESTING OF DECEMBER 2015, 2016 AND 2017 ALLOCATIONS
Share appreciation rights (SAR)
The third and final tranche (33.3%) of SAR allocated in December 2015, the second tranche (33.3%) of SAR allocated in December 2016
and the first tranche (33.3%) of SAR allocated in December 2017 are due to vest in December 2020. The performance target of annual
growth in diluted headline earnings per share from date of allocation to vesting (CPI plus GDP growth plus 2%) was not achieved and no
SAR will vest in December 2020, with all SAR being forfeited.
Actual performance relative to targeted performance
Diluted HEPS Target Diluted HEPS

Allocation on allocation diluted HEPS Target 2020 Actual
SAR allocation date price (cps) (cps) CAGR (cps) CAGR
December 2015 R24.12 74.4 97.6 5.6% 86.4 3.0%
December 2016 R26.55 128.0 153.8 4.7% 86.4 -9.4%
December 2017 R18.69 93.4 103.2 3.4% 86.4 -2.6%
Calculation of the target diluted HEPS for the two tranches of SAR
Hurdle Target diluted Target diluted Target diluted

growth HEPS HEPS HEPS
Year to CPI GDP Growth Premium rate Dec 15 Dec 16 Dec 17
December 2016 6.30% 0.90% 2.00% 9.20% 81.3
December 2017 5.30% 1.40% 2.00% 8.70% 88.3 139.1
December 2018 4.70% 1.10% 2.00% 7.80% 95.2 150.0 100.7
December 2019 4.10% -0.50% 2.00% 5.60% 100.6 158.4 106.3
December 2020 3.40% -8.30% 2.00% -2.90% 97.6 153.8 103.2
PERFORMANCE SHARES (PS)

The PS awarded in December 2017 are due to vest in December 2020. Vesting of 50% of the PS is dependent on the achievement of a
RONA target over the three-year period from award to vesting. Based on the performance of the group the target RONA was not achieved
over the three-year period until vesting and therefore this portion (50%) of the PS will not vest.
Threshold target RONA is at 17.0% and target RONA for maximum vesting is at 24.0%.
Vesting of the balance (50%) of the PS is dependent on total shareholder return (TSR) relative to the comparator group of the Food Producers’
Index on the JSE. The TSR placed RFG fourth out of the nine companies in the comparator group over the three-year period from award
to vesting, and therefore 187.7% of this portion of the PS will vest.

TARGETS FOR ACHIEVING THRESHOLD OR MAXIMUM VESTING LEVELS
Actual performance versus targeted RONA
Allocation Target Actual

Allocation date price RONA Year RONA Vesting %
December 2017 R26.55 20.0% 2020 9.7% 0.00%
Actual performance versus target TSR
Allocation Target Actual

Allocation date price ranking Year ranking Vesting %
December 2017 R26.55 Median 2020 Median – 4th 187.70%
Ranking Vesting levels

Upper quartile 300%
Median 100%
Lower quartile 0%
RESTRICTED SHARES
According to the plan rules all December 2017 allocations will vest in the name of participants employed by the group on 1 December 2020.
CONCLUSION
The SAR and PS that did not vest in December 2020 were forfeited. The portion of the performance shares that vested and the restricted
shares that vested to participants who are still employed by the group, were settled with RFG shares purchased on the open market and
transferred to the participants in settlement of the vesting restricted shares.
DIRECTORS’ REMUNERATION
EXECUTIVE DIRECTORS
The remuneration paid or payable to the executive directors is reflected in the table below on the total single figure remuneration basis
as required by King IV. The salary and benefits reflected for the executive directors and the directors’ fees for the non-executive directors
reflect the net amounts paid after the directors contributed to the group’s Covid-19 employee assistance fund.
Remuneration
Salary and Retirement Guaranteed Short-term Share plan Long-term
(R’000) benefits contributions pay incentive incentive incentive Total
2020
Bruce Henderson Chief executive officer 4 457 631 5 088 – 895 – 5 983
Pieter Hanekom* Deputy chief executive 816 102 918 997 362 – 2 277
Tiaan Schoombie Chief financial officer 2 896 433 3 329 – 475 – 3 804
2019
Bruce Henderson Chief executive officer 4 568 606 5 174 1 068 – 615 6 857
Tiaan Schoombie Chief financial officer 2 894 412 3 306 681 – 404 4 391
* Appointed as an executive director on 8 July 2020.

Directors’ fees
2020 2019
Directors’ Directors’
(R’000) fees fees
INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr Yvonne Muthien 710 712
Mark Bower 631 632
Thabo Leeuw 529 530
Andrew Makenete 530 533
Bongiwe Njobe 377 378
Total 2 777 2 785
NON-EXECUTIVE DIRECTORS
Chad Smart 317 317
Garth Willis 440 442
Total 757 759
A management fee is paid to Capitalworks in lieu of directors’ fees for Chad Smart and Garth Willis who represent Capitalworks on the board.
Total directors’ remuneration

(R’000) 2020 2019
Executive directors 12 064 11 248
Independent non-executive directors 2 777 2 785
Non-executive directors 757 759
Total 15 598 14 792
NON-EXECUTIVE DIRECTORS’ FEES

The total proposed fees for the 2021 financial year represent an increase of 4% over the fees for the prior year. The fees are subject to
approval by shareholders at the AGM in March 2021.
Proposed fee Fees approved

for the year ending for the year ended
Position 26 September 2021 27 September 2020
Board
Chairperson 777 400 747 500
Lead independent director 433 350 416 650
Member 346 700 333 350
Audit, risk and information technology committee
Member 111 000 106 700
Remuneration committee
Member 69 400 66 700
Social and ethics committee
Member 66 200 63 650

EXECUTIVE DIRECTORS’ SHAREHOLDING
2020 Ordinary Shares 2019 Ordinary Shares
Executive directors Direct Beneficial Total Direct Beneficial Total
Bruce Henderson – 16 215 128 16 215 128 – 16 215 128 16 215 128
Pieter Hanekom – 305 903 305 903 – – –
Tiaan Schoombie – 3 809 006 3 809 006 – 3 809 006 3 809 006
The indirect beneficial interests of the executive directors are held through family investment entities. There are no interests held by
associates of executive directors.
2020 unvested awards 2019 unvested awards

Share Share
appreciation Performance appreciation Performance
Executive directors rights shares Total rights shares Total
Bruce Henderson 408 972 327 037 736 009 233 444 172 100 405 544
Pieter Hanekom 199 048 166 035 365 083 – – –
Tiaan Schoombie 215 828 176 660 392 488 124 843 91 447 216 290

56
UNVESTED AWARDS AND CASH FLOW
The table of unvested awards and cash flow on settlement is disclosed on the following pages in line with the King IV requirements and the guidance note provided
by the Institute of Directors and the South African Reward Association.
Bruce Henderson (CEO)

TABLE OF UNVESTED AWARDS AND CASH FLOWS FOR THE 2020 FINANCIAL YEAR

Number
Year-end
Award Vesting Award Cash on IFRS 2
Share award date date price R Awarded Forfeited Settled Unvested settlement R fair value R
Share appreciation rights

2015 SARs tranche 1 Dec-15 Dec-18 24.12 19 105 19 105 – – – –
2016 SARs tranche 3 Dec-16 Dec-21 26.58 18 251 – – 18 251 – 160 974

Total 529 180 120 208 – 408 972 – 2 423 829
Performance shares
2016 Performance Shares Dec-16 Dec-19 26.58 52 985 52 985 – – – –
2017 Performance Shares Dec-17 Dec-20 18.69 76 620 38 310 38 310 – 894 536 –
2018 Performance Shares Dec-18 Dec-21 15.08 95 480 – – 95 480 – 2 048 046
Total 456 642 91 295 38 310 327 037 894 536 6 446 610
Vested conditional award of Performance Shares were settled at deemed value of R12.44 as per SENS.
SAR year-end fair values were calculated using the increase in the value of the shares above their exercise price.
Pieter Hanekom (Deputy CEO)
Number
Year-end
Total 247 490 48 442 – 199 048 – 1 273 041
Performance shares
2018 Performance Shares Dec-18 Dec-21 15.08 40 980 – – 40 980 – 879 021
2019 Performance Shares Dec-19 Dec-22 16.96 41 109 – – 41 109 – 921 664
Total 218 412 36 895 15 482 166 035 361 506 3 192 510
SAR year-end fair values were calculated using the increase in the value of the shares above their exercise price

57
58
Tiaan Schoombie (CFO)
Number
Year-end


Total 280 113 64 285 – 215 828 – 1 283 596
Performance shares
Total 245 527 48 510 20 357 176 660 475 320 3 473 312
SAR year-end fair values were calculated using the increase in the value of the shares above their exercise price
NON-EXECUTIVE DIRECTORS’ SHAREHOLDING
2020 Ordinary Shares 2019 Ordinary Shares
Director Direct Beneficial Total Direct Beneficial Total
Dr Yvonne Muthien 39 620 – 39 620 38 866 – 38 866
Mark Bower 86 666 – 86 666 86 666 – 86 666
Thabo Leeuw 61 000 – 61 000 61 000 – 61 000
Andrew Makenete 5 080 – 5 080 5 080 – 5 080
Bongiwe Njobe 7 200 – 7 200 – – –
Chad Smart – 2 041 031 2 041 031 – 2 011 808 2 011 808
Garth Willis – 279 759 279 759 – 275 753 275 753
There are no interests held by associates of non-executive directors.

SOCIAL AND ETHICS COMMITTEE REPORT
Introduction The committee comprised the following members for the

reporting period:
RFG’s social and ethics committee (the committee) is a statutory Thabo Leeuw (chairperson) Independent non-executive
committee which acts in terms of the delegated authority of director
the board. The committee is governed by a formal charter and Bongiwe Njobe Independent non-executive
assists the board in monitoring the group’s activities in terms director
of legislation, regulation and codes of best practice relating
to corporate citizenship, organisational ethics, environmental Garth Willis Non-executive director
sustainability, stakeholder engagement (including employees, In October 2020, the membership of the committee was changed
customers, communities and shareholders) and empowerment and comprised the following members at the date of this report:
and transformation.
Bongiwe Njobe (chairperson) Independent non-executive
The group’s policies and processes are guided by the director
requirements of King IV and ensure that the rights of
shareholders, employees, customers, suppliers and other Selomane Maitisa Independent non-executive
stakeholders are respected and upheld. The group’s code (appointed 19 October 2020) director
of conduct and other ethics policies govern the conduct of Garth Willis Non-executive director
employees and ensure alignment with the recommendations of
the Organisation for Economic Cooperation and Development on Biographical details of the committee members appear on pages
corruption and the 10 principles set out in the United Nations 18 and 19 and fees paid to the members of the committee are
Global Compact. disclosed on page 54.
This report is presented to shareholders in accordance with the The board chairperson, chief executive officer, deputy chief
requirements of the Companies Act of South Africa. executive officer, chief financial officer and human resources
director are invited to attend committee meetings. The company
secretary is also the secretary to the committee.
Role of the committee

The responsibilities of the committee are as follows:
• Oversee and report on organisational ethics, RFG’s responsible
Activities of the committee
Value creation cannot be achieved unless the right employees
corporate citizenship, sustainable development and stakeholder
are selected, developed and rewarded. The group’s objective to
relationships including the approval of a stakeholder engagement
innovate and deliver outstanding products is dependent on the
strategy, assist the board to discharge its responsibility with
commitment, energy and imagination of employees. Value must
respect to the approval, implementation and monitoring of
therefore be created for employees in order to motivate and
policies and practices that facilitate RFG’s responsible corporate enable them.
citizenship credentials, ensuring that RFG is operating in a sound
and ethical manner, consider environmental, health and safety RFG aims to create value for employees by providing meaningful
concerns, in particular, the impact of the company’s activities work, excellent compensation opportunities and continued
and of its products or services training and development, as well as ensuring that employees are
• Implement the requirements of the Companies Act of South empowered, not discriminated against and treated with respect.
This supports the following Sustainable Development Goals:
Africa and its regulations
• SDG 4: Quality education
• Report annually to shareholders on matters within the
committee’s mandate. • SDG 5: Gender equality
• SDG 8: Decent work and economic growth
Committee composition
• SDG 10: Reduced inequalities
In 2020 RFG created social value by focusing on the impact of
In accordance with the relevant provisions of the Companies Act the business on economic, environmental and social aspects, as
and applying the recommendations of King IV, the committee well as considering how to increase well-being and development
consists of a majority of independent non-executive directors, of employees.
including the chairperson of the committee. The committee The committee met five times during the year and performed the
members are appointed by the board. following activities:
• Monitored the development and application of policies,
guidelines and practices in line with the group’s social and
ethics policies, King IV and the JSE Listings Requirements

• Evaluated the group’s legal compliance to standards and
regulations Empowerment and
• Monitored progress against the group’s BBBEE targets, the
employment equity plans for its South African businesses,
and considered the group’s empowerment and transformation
transformation
progress The group subscribes to the philosophies and principles of the
national BBBEE strategy and is committed to the spirit and
• Reviewed reports on tip-offs by whistleblowers and how these
principles of the Broad-Based Black Economic Empowerment Act
were addressed by management
as well as compliance with the AgriBEE codes.
• Continued to focus on environmental sustainability matters as
detailed in the sustainability report on pages 64 to 66. Management believes that development, transformation,
empowerment and economic growth are complementary
• Evaluated the group’s corporate social investment (CSI)
processes and the group aims to foster transformation through its
programme, focusing primarily on the following:
business activities and by contributing to the broader society.
–– Investment in the group’s employee assistance programme
The transformation strategy is focused on four key stakeholder
–– Investment in employee learning and development groups:
–– Investment in CSI
• Shareholders – seeking to deliver competitive long-term returns
• Monitored whether management had allocated adequate and to attract an increasingly diversified shareholder base;
resources to comply with social and ethics policies, codes of
best practice and regulatory requirements • Employees – focus on employment equity-based placement
practices, skills training and employee development;
• Ensured that progress on sustainability and corporate
citizenship issues are appropriately reported on to stakeholders • Suppliers and business partners – developing meaningful and
enduring business partnerships that will provide value creating
• Recommended measures aimed at enhancing the group’s opportunities; and
overall social and ethics objectives.
• The community – contributing to the development and
• Reviewed Covid-19 preventative measures implemented and upliftment of the communities in which the business operates.
Covid-19 related statistics for the group
RFG attained 91.40 points on the amended AgriBEE sector
code and its BBBEE rating improved to a level 3. The rating was
Covid-19 independently verified by Mazars, a SA National Accreditation
System verification agent.
Acknowledging the difficulties experienced by many employees
The group’s short-term incentive scheme has been aligned with
during the Covid-19 pandemic, RFG created an employee
the transformation and empowerment objectives. The group’s
assistance fund through contributions from the directors and
score for performance against the preferential procurement,
senior management to financially support staff impacted by
enterprise and supplier development, and management control
Covid-19. The employee assistance fund ensured that employees
elements of the AgriBEE sector codes is applied as a modifier in
continued to be paid, regardless of whether they were required to
determining incentive payouts.
work reduced hours due to the lockdown. The employee wellness
programme provided emotional and social support to staff Maximum
across the group. Where seasonal employees were financially BBBEE element score 2020 2019*
impacted by Covid-19, RFG supported them by applying
to the Unemployment Insurance Fund and the Temporary Ownership 25 15.45 6.02
Employer-Employee Relief Scheme (TERS) on their behalf. Management control 19 10.60 11.50
Skills development 20 16.73 15.11
RFG committed financial support of R6.3 million to assist
Preferential procurement and
vulnerable communities across South Africa during the
enterprise development 40 33.62 24.63
lockdown. The group worked together with community feeding
Socio-economic development 15 15.00 11.87
schemes and organisations including Gift of the Givers, Food
Forward SA and Meals on Wheels to provide foods hampers to Total 129 91.40 69.13
affected communities. RFG also partnered with Nation Builders,
BBBEE level 3 8
a non-profit organisation focused on the development and
upliftment of women and children, which established a network * Reflects the score according to the BBBEE certificate issued on
of food and essential supplies within KwaZulu-Natal’s needy 13 December 2019. The certificate was not yet available at the time of the
communities. publication of the 2019 Integrated Report.

SOCIAL AND ETHICS COMMITTEE REPORT CONTINUED
OWNERSHIP SKILLS DEVELOPMENT

RFG’s score for the BBBEE ownership element showed a strong The group invested 2.23% (2019: 2.1%) of its leviable amount
improvement from 6.02 points in 2019 to 15.45 points in 2020. (annual payroll), on the training and development of black
This was primarily due to a change in the group’s shareholding employees.
during the year, which included Old Mutual increasing its
Black employees on learnerships comprise 2.5% (2019: 2.2%)
holding from 9.6% in 2019 to 22.1% in 2020. The ownership
of the workforce, with the number of women participating in
element further benefited from an increase in local institutional
learnerships being 2.3% (2019: 2.4%) of total employees.
shareholding as the percentage of shares held by international
fund managers declined. Skills development is a key enabler to the ongoing growth and
transformation of RFG. Extensive learnership programmes
Management notes that the group’s overall BBBEE rating could
have been developed, including programmes for people with
fluctuate markedly from year to year as the ownership score is
disabilities, where great progress has been made. This has
sensitive to changes in the group’s institutional shareholding and
contributed to the improvement in the score on the BBBEE
is dependent on the BBBEE status of its shareholders.
skills development pillar from 15.11 in 2019 to 16.73 in 2020.
In addition, a talent and learning strategy has been developed
MANAGEMENT CONTROL AND which aims to ensure that the skills gaps and development needs
are identified, including those required to meet the group’s
EMPLOYMENT EQUITY transformation objectives. Transformation orientated development
programmes are being rolled out across the group. A training
At the time of this report black non-executive directors centre is planned for Groot Drakenstein in 2021.
accounted for 45.5% (2019: 44%) of the board, with five black
non-executive directors, including a black female chairperson.
Female directors account for 27% (2019: 22%) of the board.
PREFERENTIAL PROCUREMENT, ENTERPRISE
Black employee representation 2020 % 2019 %
AND SUPPLIER DEVELOPMENT
Executive directors – – The group’s spend with BBBEE suppliers was 64% (2019: 48%) of
Other executive management 75 60 total procurement, with 14% (2019: 11%) spent on procurement
Senior management 10 19 from qualifying small enterprises and exempted micro-enterprises
Middle management 31 36 (SMMEs). There is continued emphasis on growing black owned
Junior management 56 81 SMMEs, particularly those owned by black women.
While a significant improvement was achieved by some of the
Understanding the need for specific focus on the advancement
major service providers, a comprehensive supplier audit has been
of women, a Women in Leadership series commenced during
conducted and suppliers are being engaged on their respective
the year, aimed at creating dialogue among women in leadership
BBBEE strategies.
at RFG. These women will be sharing their experiences
and ideas on leadership and how they are overcoming their RFG will focus its enterprise and supplier development initiatives
challenges as leaders. The leaders will be committing to mentor to help bring about meaningful transformation in the agricultural
women in lower levels of management who have potential to sector with specific emphasis on its own supplier base.
grow within the business. The ultimate objective is to improve
gender representivity at management levels in line with the The group invested 3.75% (2019: 2.6%) of profit after tax on
group’s transformation objectives as well as contributing to the enterprise development initiatives and 2.97% (2019:1.5%) of profit
Sustainable Development Goal 5 on gender equality. after tax on supplier development initiatives. Projects include the
further development of two black-owned SMMEs, which distribute
In accordance with the guidance of the Broad-Based Black a range of the group’s products. RFG has also continued funding
Economic Empowerment Act and Sustainable Development the development of the Constitution Road Wine Growers (CRWG)
Goal 10 on reduced inequalities, diversity targets will be set for the farm, which is majority owned by black, female farm workers.
various tiers of management against a timeline, with the group’s CRWG supplies RFG with fruit for processing, with 1 137 tonnes
Employment Equity Plan as a minimum. A job grading exercise received in the reporting period and 1 450 tonnes forecast for the
commenced during the year and will be finalised in the 2021 2021 financial year. This reflects extremely good growth given the
financial year, whereafter income disparities will be reviewed. humble beginnings of 100 tonnes received in 2009.

SOCIO-ECONOMIC DEVELOPMENT • The sustainability project continued to measure, monitor and
improve four environmental key performance areas (refer to
Active support of social upliftment programmes contributed to sustainability report on page 64). Following the 2016/17
the group achieving the maximum score of 15 for socio-economic drought in the Western Cape, the group has placed particular
development. This includes providing support to organisations emphasis on ensuring the quality and availability of supply of
operating school feeding schemes around the country, food water at all of its operations
distribution programmes such as Meals on Wheels and support
• Compliance review completed, to ensure compliance with laws,
of relief programmes, including Gift of the Givers. During the
rules, codes and standards
year, RFG entered into a new partnership with Food Forward SA,
and through the supply of long life products the group is reaching • Continued focus on employment equity committees
marginalised communities. RFG’s corporate social investments • Fire risk project continued
support Sustainable Development Goal 2: Zero Hunger and • A job grading exercise was undertaken as a first step towards
17: Partnerships for the Goals. identifying and then addressing income disparities.
As part of its Covid-19 community support, RFG partnered • An employee wellness service was introduced to assist
with Nation Builders, a non-profit organisation that focuses employees in resolving mental, social and physical issues
on the development and upliftment of women and children. affecting their work performance and general well-being.
Since the start of the national lockdown, Nation Builders has
established a successful network of food and essential supplies Corporate citizenship is monitored through health and safety
recovery and distribution within KwaZulu-Natal’s vulnerable and audits, ethical audits, Department of Employment and Labour
needy communities. audits, internal audits conducted by PricewaterhouseCoopers,
employment equity audits by Global Business Solutions,
engagement with the Consumer Goods Ombud as well as the
Organisational ethics Commission for Gender Equality.

Priority areas for 2021 are as follows:
The committee aims to ensure that RFG’s activities support its
• Improving environmental sustainability performance
commitment to being a responsible corporate citizen. In addition,
the committee assists the board in setting the tone for an ethical • Incentive schemes will be amended to include an
organisational culture by overseeing RFG’s conduct, approach environmental element in 2021, with performance metrics
and manner in which the business is conducted with due regard and targets being approved in the 2020 financial year
to value creation in society. • Ongoing efforts to ensure the success and sustainability of
the enterprise development and supplier development projects,
Transformation has continued to be a major focus area in 2020.
with specific focus on agricultural projects
A talent and learning strategy was developed to identify skills gaps
and development needs in order to facilitate the achievement of • Continued focus on reducing fire risk at all operations
the targets contained in the employment equity plan as well as • Continued focus on transformation and improving the group’s
the scorecard targets in the BBBEE strategy. In the year ahead, BBBEE performance
organisational transformation will remain a focus. • Implementation of the Protection of Personal Information Act
Addressing sexual harassment in the workplace continues to requirements that are additional to the European General Data
be an area of focus, together with all forms of harassment, Protection Regulation requirements in place since 2018.
discrimination or bullying. The group applies a zero-tolerance
approach to all of these issues.
RFG’s efforts around Sustainable Development Goal 8: Decent
Work and Economic Growth are focused on the following targets:
Committee functioning
The members are satisfied that the committee has functioned
1.5 Achieve full and productive employment and decent work for in accordance with its terms of reference and believe the group
all women and men, including for young people and persons is substantively addressing the issues required to be monitored
with disabilities, and equal pay for work of equal value in terms of the Companies Act of South Africa. Policies and
programmes are in place to maintain high standards of good
1.6 Protect labour rights and promote safe and secure working citizenship and address the needs of internal and external
environments for all workers stakeholders, including fair labour practices and sound
Ethical audits are conducted annually at most of RFG’s production consumer relations.
sites while greater emphasis has been placed on the investigation
of ethics violations reported through the confidential hotline, with
external assessments being conducted where required.
An employment equity compliance audit was conducted in 2019
and the outcomes implemented during the current period.
Thabo Leeuw Bongiwe Njobe
Outgoing Chairperson Incoming Chairperson
Corporate citizenship Social and Ethics Committee

(1 October 2020)
Activities undertaken during the reporting period to enhance

corporate citizenship included the following: 27 November 2020

SUSTAINABILITY REPORT
RFG is committed to responsible environmental, social and Measurement systems have been implemented for these four
governance (ESG) practices. Governance practices are areas and targets have been developed to be achieved by 2025.
entrenched across the business in compliance with legislation
The KPAs are aligned to five of the United Nations Sustainable
and regulation, and in the application of the King lV Report on
Development Goals (SDGs) which the group has identified
Corporate Governance.
as priorities:
In the next phase of the sustainability project the business will
broaden the scope of environmental and governance issues
into other social areas to ensure the sustainability of all the
group’s resources. Clean water and sanitation
Social initiatives undertaken by the group are covered in the
social and ethics committee report on pages 60 to 63.
Environmental sustainability Affordable and clean energy
As the business uses natural resources for food production it has

a direct and indirect impact on the environment. Owing to the
increasing pressure on natural resources and the environment, the
group’s sustainability strategy has until now largely been aimed at Responsible consumption and production
minimising negative impacts on the environment.
Population growth is generating increasing demand for
our products. Consumers are increasingly considering the
environmental and social aspects of food production and
it is essential that our operations demonstrate responsible Climate action
consumption and production practices.
On the supply side, there are concerns about declining yields,
accessibility and cost competitiveness of inputs, due primarily to
the effects of water shortages and climate change. These issues
have far reaching implications for our business in terms of both Life on land
opportunities and risks.
The sustainability of our business is therefore influenced by the
health and productivity of the environmental systems which
support us, and the international and national interventions to
reduce environmental impact, including economic and behavioural
SDG 6: CLEAN WATER AND SANITATION
disincentives, consumer activism and increasing regulation. Access and rights to water, the efficient use of the resource and
the anticipated impacts of climate change on rainfall patterns are
significant concerns for communities, civil society, government
Environmental key and business alike.
Water is a critical input in our production processes and water
performance areas availability and the security of supply has been identified as the
group’s most significant environmental risk. While certain sites
The group’s sustainability programme focuses on areas over which have a stable supply of water, we are vulnerable to a reduction in
the business has direct control. water availability or quality.
Four environmental key performance areas (KPAs) have Activities undertaken to improve water security include:
been identified:
• Most manufacturing plants have sunk boreholes to ensure
• Water consumption; security of water supply and to reduce dependence on
• Energy consumption; municipal systems.
• Waste generation and management (solid and effluent); and • The Groot Drakenstein production hub has four boreholes
• Air emissions generation and management. which can meet the total water demand of the site.
• The fruit products plant in Tulbagh has boreholes to augment
These apply to the group’s operations across all geographical
river water supply and has improved its recycling system.
regions.

• The Aeroton production site has boreholes which cater SDG 12: RESPONSIBLE CONSUMPTION AND PRODUCTION
for 30% of the site’s water requirements and act as a There is increasing national and international focus on reducing
contingency when the municipal supply is down. food waste, wasteful or inefficient use of natural resources and
• The vegetable facility in Limpopo is supplied exclusively from the environmental and societal implications and impacts of
a network of boreholes which are closely monitored to ensure waste disposal.
that only sustainable yields are extracted.
Appropriate farming practices are in place to prevent soil erosion
• The fruit products plant in Eswatini has established an and depletion at the group’s pineapple plantations in Eswatini.
alternative supply of river water to augment or replace the New technology has been implemented to ensure efficient and
main supply system. responsible irrigation practices.
• Effluent is self-treated at three sites.
These practices also support SDG 15: LIFE ON LAND.
Treatment and reuse of waste water is carried out as follows:
Fruit and vegetable raw materials are processed as fast as
• At the Groot Drakenstein hub, all effluent is treated and used
possible to maintain freshness and minimise losses. Within
to irrigate pastures on the group’s adjacent dairy farm.
the production facilities, best practices and appropriate
• Waste water from the fruit products plant in Tulbagh is treated technologies are implemented to optimise yields, reduce micro
and irrigated on surrounding lands which are leased to a spoilage and improve shelf-life, thereby minimising waste and
neighbouring beef farmer for grazing. warehouse spoils.
The group’s water usage for the financial year comprised 82.3% The dairy farm at Groot Drakenstein has implemented
(2019: 87.5%) fresh water and 17.7% (2019: 12.5%) recycled “green bedding”, a process whereby separated manure solids
water. River water, boreholes and other sources accounted are used as bedding for the dairy cows.
for 59.9% (2019: 51.0%) of fresh water usage, with the balance
being purchased water. All sites recycle and re-use waste generated in the production
process, with recycling programmes for plastic, cardboard and
glass on site. Operations with food waste generally send the
SDG 7: AFFORDABLE AND CLEAN ENERGY waste to farmers to use for animal feed. At sites where fruit pips
Energy is a critical input into the production process and is form part of the waste, this waste is fed back into the boilers as
also consumed in the manufacture of raw material inputs, the a substitute for coal.
supply of utilities, the transport and refrigeration of products and
A high percentage of long life products are packed in glass
the treatment of waste. RFG is committed to changing energy
and cans which contain high recycled content and are easily
sources and introducing energy saving measures to minimise our
recyclable. Plastic cups are 100% recyclable, while a project on
environmental impact.
the recyclability of plastic lids is ongoing.
To reduce the group’s carbon footprint and manage costs,
In 2020, 44.6% (2019: 92%) of waste was sold or used as
evaluations have been conducted for the installation of solar
a by-product, 43.7% sent to landfill and 11.7% (2019: 8%)
power and the use of wood chip fired steam boilers at selected
recycled. A breakdown of the group’s waste recycling is
plants. Following this evaluation the group decided to undertake
detailed in the graph below. Due to a disruption in offtake, a
several solar energy projects, with projects having been approved
large volume of fruit waste was sent to landfill at the Eswatini
for the Gauteng ready meals and pie factories.
operation. A project is underway at the operation to produce
LED technology has been implemented for lighting at all sites compost from decomposing pineapple waste. More alternatives
and motion sensors introduced to reduce energy usage. Energy are being explored for 2021. In the graph, the ‘Other’ category
efficient technology has also been implemented at some plants as accounts for 42% of the waste recycling, increasing from 7%
part of new equipment procurement. in 2019. The main driver of this change is that boiler ash from
the Krugersdorp plant (meat products and the baked bean
The following graph reflects the energy cost contribution per
factory) which was previously sent to landfill, is now recycled
source for the 2020 financial year:
for brickmaking.
10% 4%
17% 9%
32%
Coal
Tetrapack/composites
ENERGY COST Diesel and petrol
WASTE RECYCLED Plastic
CONTRIBUTION Electricity
CONTRIBUTION 28% Paper/card
Heavy fuel oil
5% Other
LPG and natural gas
53% 42% Glass
Cans/tins/metal

SUSTAINABILITY REPORT CONTINUED
SDG 13: CLIMATE ACTION

Greenhouse gas (GHG) emissions arise from the use of fuels to produce energy, the use of land to grow crops, the application of fertiliser
in the pineapple plantations in Eswatini and from the livestock at the group’s dairy operations in the Western Cape.
Direct emissions, being fuel combustion, livestock and manure management and land use, comprised 58.2% (2019: 56%) of total
emissions, with indirect emissions from purchased energy and electricity accounting for 41.8% (2019: 44%).
Measuring efficiency
Efficiency in the production process is determined by measuring the quantum of input used per kilogram of product output:
Variance
2020 to target 2025
2019 2020 % change target (%) target
Water usage intensity (kL/Tonne) 7.36 8.18 (11.1) 6.81 (20.1) 5.52
Electricity usage intensity (kWh/Tonne) 210 214 (1.8) 200 (7.0) 158
Waste to landfill intensity (kg/kg) 0.05 0.05 (2.5) 0.04 (46.5) 0.01
GHG emissions (Tonne CO2 /Tonne) 0.46 0.28 39.1 0.44 35.9 0.35
Water usage intensity has increased off the 2018 base, which was low due to severe water restrictions imposed during the 2016/17 drought
in the Western Cape. The group remains committed to improving its water usage efficiencies and achieving the targeted 25% reduction.
A number of projects are underway to reduce waste to landfill in 2021.
Improvements in GHG emissions were brought about by equipment upgrades.
Commitment to sustainability
In 2019 the National Business Initiative embarked on a process Commentary on these initiatives is contained in the social and
to prioritise SDGs for the agri-processing sector. The ultimate aim ethics committee report on pages 60 to 63.
of the project is to build the economic, social and environmental
resilience of the agri-processing sector to future shocks and In 2020 the Covid-19 pandemic has had a devastating effect
to create business opportunity pursuant to an SDG compliant globally which has exacerbated the socio-economic challenges
future. In support of SDG 17: Partnerships for the goals, RFG is that the SDG agenda sought to address. Earlier adoption and
participating in this project, together with other entities within the implementation of the SDGs might have assisted with access
sector. Six priority SDGs with 16 corresponding targets have been to clean water and sanitation, medical treatment and online
determined for the sector and the group has started collaborating education, less women in danger, more agile and resilient
to impact these priority SDGs and targets. businesses and more people able to adapt their way of working.
In addition to the SDGs listed under environmental sustainability, The board and management believe that encouraging progress
RFG is active in the following: has been made on sustainability issues, but as the risks posed
by climate change, socio-economic challenges and political
instability have become more apparent, the importance of further
incorporating SDGs into the business has been highlighted.
Zero hunger
We believe that a focused approach will deliver the best results
and will continue to slowly expand our focus as we progress
through our current initiatives.
Good health and wellbeing RFG is committed to responsible business practices and as a
good corporate citizen will continue to limit its environmental
impact through more efficient use of natural resources
and to enhance its management of social and governance
issues, while also reducing operating costs to improve returns
Gender equality to shareholders.

SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS
at 27 September 2020
The summarised consolidated financial information of RFG Holdings Limited for the years ended 27 September 2020 and 29 September 2019
is set out in the following pages.
The directors of RFG Holdings Limited are responsible for the preparation of the summarised consolidated financial information contained
in these audited summarised consolidated financial statements.
The financial statements were prepared under the supervision of Tiaan Schoombie, (CA)SA, chief financial officer.

Dr Yvonne Muthien Bruce Henderson
Independent non-executive chairperson Chief executive officer
Groot Drakenstein
13 November 2020

SUMMARISED CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 27 September 2020
2020 2019
Notes R’000 R’000
ASSETS
Non-current assets 2 618 323 2 519 880
Property, plant and equipment 2 1 771 694 1 831 270
Right-of-use assets 3 169 456 –
Intangible assets 203 744 217 155
Goodwill 444 857 444 857
Investment in associate 5 599 5 572
Deferred taxation asset 385 138
Biological assets 12 169 13 033
Loans receivable 10 419 7 855
Current assets 2 269 190 2 193 757
Inventory 5 1 221 586 1 203 670
Accounts receivable 1 001 387 947 745
Biological assets 32 758 24 447
Loans receivable 7 064 5 472
Taxation receivable 18 5 362
Bank balances and cash on hand 6 377 7 061
Assets classified as held for sale 6 10 148 –
Total assets 4 897 661 4 713 637
EQUITY AND LIABILITIES
Capital and reserves 2 610 840 2 477 583
Share capital 1 562 509 1 562 509
Equity-settled employee benefits reserve 15 425 13 747
Accumulated profit 1 024 730 892 969
Equity attributable to owners of the company 2 602 664 2 469 225
Non-controlling interest 8 176 8 358
Non-current liabilities 972 528 1 016 541
Long-term loans 558 513 753 454
Long-term lease liabilities 7 155 162 –
Deferred taxation liability 247 285 246 059
Employee benefit liability 11 568 17 028
Current liabilities 1 312 001 1 219 513
Accounts payable and accruals 760 481 726 379
Employee benefits accrual 73 637 68 321
Taxation payable 58 297 1 273
Current portion of long-term loans 195 067 234 046
Current portion of lease liabilities 7 42 322 –
Foreign exchange contract liability 4 3 323 5 790
Bank overdraft 178 874 183 704
Liabilities directly associated with assets classified as held for sale 6 2 292 –
Total equity and liabilities 4 897 661 4 713 637

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 27 September 2020
2020 2019
Revenue 8 5 864 452 5 413 625
Direct manufacturing costs (3 839 529) (3 609 804)
Manufacturing operating costs (627 693) (582 304)
Selling and distribution costs (420 751) (387 270)
Other operating costs (597 721) (484 888)
Other income 13 200 42 841
Operating profit before associate profit 391 958 392 200
Associate profit 27 –
Profit before interest and taxation 391 985 392 200
Interest paid (95 808) (117 978)
Interest received 598 875
Profit before taxation 296 775 275 097
Taxation (80 626) (59 632)
Profit for the year 216 149 215 465
Profit attributable to:
Owners of the company 216 331 216 256
Non-controlling interest (182) (791)
216 149 215 465
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss 2 855 10
Remeasurement of employee benefit liability 3 938 14
Deferred taxation effect (1 083) (4)
Total comprehensive income for the year 219 004 215 475

Total comprehensive income attributable to:
Owners of the company 219 186 216 266
Non-controlling interest (182) (791)
219 004 215 475
Earnings per share (cents) 82.7 82.7
Diluted earnings per share (cents) 82.5 82.5

OF CHANGES IN EQUITY
Equity-settled
Share employee Accumulated Non-controlling
capital benefits reserve profit interest Total
Note R’000 R’000 R’000 R’000 R’000
Balance at 30 September 2018 1 565 509 17 723 725 459 9 149 2 317 840
Total comprehensive income for the year – – 216 266 (791) 21 5475
Equity-settled employee benefits expense
recognised – 283 – – 283
Equity-settled employee benefits settlement – (4 259) 4 356 – 97
Treasury shares dividend received – – 229 – 229
Redemption of preference shares (3 000) – – – (3 000)
Dividend paid 13 – – (53 341) – (53 341)
Adjustment from the adoption of IFRS 16 1 – – (17 223) – (17 223)
Profit for the year – – 216 331 (182) 216 149
Other comprehensive income for the year – – 2 855 – 2 855
Equity-settled employee benefits expense
recognised – 6 789 – – 6 789
Equity-settled employee benefits settlement – (5 111) 2 801 – (2 310)
Dividend paid 13 – – (73 003) – (73 003)
Balance at 27 September 2020 1 562 509 15 425 1 024 730 8 176 2 610 840

OF CASH FLOWS
2020 2019
Cash flows from operating activities
Cash generated from operations 601 978 495 148
Interest paid (95 750) (117 877)
Taxation (paid)/refunded (9 575) 20 195
Net cash inflow from operating activities 497 251 398 341
Cash flows from investing activities
Purchase of property, plant and equipment (159 604) (231 484)
Proceeds on disposal of property, plant and equipment 7 297 8 046
Acquisition of intangible assets – (30 000)
Loans receivable advanced (4 855) (2 006)
Loans receivable repaid 713 899
Treasury shares dividend received – 229
Net cash outflow from investing activities (156 449) (254 316)
Cash flows from financing activities
Redemption of preference shares – (3 000)
Equity-settled employee benefits settlement (2 310) (2 200)
Dividends paid 13 (73 003) (53 341)
Loan-term loans repaid (233 920) (238 351)
Lease liabilities repaid (27 423) –
Net cash outflow from financing activities (336 656) (296 892)
Net increase/(decrease) in cash and cash equivalents 4 146 (152 867)
Cash and cash equivalents at beginning of the year (176 643) (23 776)
Cash and cash equivalents at end of the year (172 497) (176 643)

SUMMARISED CONSOLIDATED
SEGMENTAL REPORT
PRODUCTS AND SERVICES FROM WHICH REPORTABLE SEGMENTS DERIVE THEIR

REVENUES
Information reported to the chief operating decision-maker for the purposes of resource allocation and assessment of segment performance
focuses on the types of goods or services delivered or provided, and in respect of the “regional” and “international” operations, the information is
further analysed based on the different classes of customers. The chief operating decision-maker of the Group have chosen to organise the Group
around the difference in geographical areas and operate the business on that basis.
Specifically, the Group’s reportable segments under IFRS 8: Operating segments are as follows:
• Regional
• International
SEGMENT REVENUES AND RESULTS

The Group's revenue and results by reportable segment are analysed below and incorporate disaggregation of revenue.
Restated
2020 2019
Segment revenue
Regional
Fresh products sales 9 1 708 600 1 679 552
Long life products sales 9 2 914 824 2 659 636
4 623 424 4 339 188
International
Long life products sales 1 241 028 1 074 437
Total 5 864 452 5 413 625
Segment profit
Regional 365 186 358 705
International 36 602 36 512
Total 401 788 395 217
Impairment loss (9 803) (3 017)
Interest paid (95 808) (117 978)
Profit before taxation 296 775 275 097
Segment depreciation
Regional 169 869 129 452
International 49 712 34 405
Total 219 581 163 857
Segment amortisation
Regional 13 272 10 284
International 139 252
Total 13 411 10 536
Share of profit of associate
Regional 27 237
Segment revenue reported above represents revenue generated from external customers. Intercompany sales in the regional long life segment
amounted to R432.940 million (2019: R523.287 million), which have been eliminated upon consolidation.

SUMMARISED CONSOLIDATED
SEGMENTAL REPORT CONTINUED
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 1. Segment profit
represents the profit before tax earned by each segment without allocation of impairment losses, acquisition costs, interest received and interest
paid. This is the measure reported to the chief operating decision-maker for the purpose of resource allocation and assessment of segment
performance.
GEOGRAPHICAL INFORMATION
The Group’s non-current assets by location of operations (excluding goodwill and deferred taxation asset) and revenue are detailed below.
The chief operating decision-maker does not evaluate the Group’s assets or liabilities on a segmental basis for decision-making purposes.
2020 2019
R’000 R’000
Non-current assets
South Africa 1 968 569 1 919 026
Eswatini 204 512 155 859
2 173 081 2 074 885
Revenue
South Africa 5 651 071 5 269 217
Eswatini 213 381 144 408
5 864 452 5 413 625
INFORMATION REGARDING MAJOR CUSTOMERS

Two customers (2019: two customers) individually contributed 10% or more of the Group’s revenues arising from both regional and international
sources.

NOTES TO THE SUMMARISED CONSOLIDATED
FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
RFG Holdings Limited is a company domiciled in South Africa. These audited summarised consolidated financial statements
(“financial statements”) as at and for the financial year ended 27 September 2020 comprise the company and its subsidiaries
(together referred to as the “Group”). The main business of the Group is the manufacturing and marketing of convenience meal solutions.
These include fresh and frozen ready meals, pastry-based products, dairy products, juice and juice products, fruit purees and concentrates
and long life meals including jams, fruits, salads, vegetables, meat and dry packed foods. There were no major changes in the nature of the
business of the Group during the period ended 27 September 2020.
The summarised consolidated financial statements are an extract from the audited consolidated financial statements for the year ended
27 September 2020, and have been prepared in accordance with the framework concepts, the measurement and recognition requirements
of International Financial Reporting Standards (“IFRS”) and the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the Financial Pronouncements as issued by the Financial Reporting Standards Council, and the requirements of the
Companies Act of South Africa applicable to summarised financial statements and the JSE Limited Listings Requirements. The summarised
consolidated financial statements contain, as a minimum, the information required by IAS 34: Interim Financial Reporting.
The accounting policies and methods of computations applied in the preparation of the summarised consolidated financial statements
comply with IFRS and are consistent with those applied in the consolidated financial statements for the year ended 29 September 2019,
except as mentioned below.
The summarised consolidated financial statements were prepared under the supervision of Tiaan Schoombie, CA(SA), chief financial officer.
The directors take full responsibility for the preparation of the summarised consolidated financial statements and confirm that the financial
information therein has been correctly extracted from the underlying audited consolidated financial statements.
In the current year, the Group applied the following new and revised International Financial Reporting Standards (“IFRS”) issued by
the International Accounting Standards Board (“IASB”) that are mandatorily effective for accounting periods that begin on or after
1 January 2019.
IFRS 16 – Leases
IFRS 16 “Leases” replaces IAS 17 “Leases” along with three Interpretations (IFRIC 4 “Determining whether an Arrangement contains a
Lease”, SIC 15 “Operating Leases-Incentives” and SIC 27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”).
The adoption of this new standard has resulted in the Group recognising a right-of-use asset and related lease liability in connection with all
former operating leases except for those identified as low-value or having a remaining lease term of less than 12 months from the date of
initial application.
The new standard has been applied using the modified retrospective approach, with the cumulative effect of adopting IFRS 16 being
recognised in equity as an adjustment to the opening balance of accumulated profit for the current period. Prior periods have not
been restated
In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:
• Used a single discount rate to discount a portfolio of leases with reasonably similar characteristics.
• Relied on its assessment of whether leases are onerous immediately before the date of initial application.
• Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.
• Used hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
For contracts in place at the date of initial application, the Group has elected to apply the definition of a lease from IAS 17 and IFRIC 4 and
has not applied IFRS 16 to arrangements that were previously not identified as lease under IAS 17 and IFRIC 4.
On transition, the lease liabilities were measured using the present values of the remaining lease payments discounted at the rates implicit
in the lease agreements, or where the implicit rates could not be readily determined, the incremental borrowing rates at the date of initial
application were used. The rates applied to the leases range between 8.52% and 12.50% for South African Rand denominated leases and
3.10% for USD denominated leases.
The right-of-use assets were measured as if IFRS 16 had always applied (but using rates implicit in the lease agreements or incremental
borrowing rates at the date of initial application). The cumulative effect of initially applying IFRS 16 has been recognised as an adjustment
to the opening balance of accumulated profit on the date of adopting the standard.
The standard requires that all leases entered into as lessee are accounted for using a single accounting model. Assets and liabilities are
recognised for all leases unless the lease term is 12 months or shorter, or the underlying asset has a value of less than R100 000.

FINANCIAL STATEMENTS CONTINUED
1. BASIS OF PREPARATION CONTINUED

The adjustments that were made to the statement of financial position on 30 September 2019 as a result of adopting IFRS 16 are as follows:
30 September
2019
R’000
Assets
Increase in right-of-use assets 95 908
Increase in deferred tax asset 6 698
Equity and liabilities
Increase in lease liabilities 119 829
Decrease in accumulated profit1 (17 223)
Reconciliation of operating lease commitments previously disclosed under IAS 17 and lease liabilities initially recognised
under IFRS 16
Operating lease commitments as at 29 September 2019 165 498
Discounted using the incremental borrowing rate at 30 September 2019 (45 669)
Lease liabilities recognised at 30 September 2019 119 829
1
The decrease in accumulated profit as a result of adopting IFRS 16 in the condensed consolidated statement of changes in equity for the six months period
ended 29 March 2020 differs from the above by R0.714 million. At the time, incorrect variable interest rates were used to calculate the adjustments to the
statement of financial position as at 30 September 2019. This is a result of management reassessing the variable interest rates used to more accurately
calculate the adjustments to the statement of financial position as at 30 September 2019.
2. PROPERTY, PLANT AND EQUIPMENT

During the year ended the following transactions accounted for the movement in the property, plant and equipment balance:
Reclassified to
Opening assets held Closing
balance Additions Disposals for sale balance
COST R’000 R’000 R’000 R’000 R’000
2020 2 377 646 159 604 (64 506) (20 726) 2 452 018
2019 2 185 493 231 484 (39 331) – 2 377 646
Reclassified to
Opening assets held Closing
ACCUMULATED DEPRECIATION balance Depreciation Disposals Impairment for sale balance
AND IMPAIRMENT R’000 R’000 R’000 R’000 R’000 R’000
2020 546 376 187 358 (52 551) 9 803 (10 662) 680 324
2019 408 879 163 857 (29 377) 3 017 – 546 376
Opening Closing
balance balance
NET ASSET VALUE R’000 R’000
2020 1 831 270 1 771 694
2019 1 776 614 1 831 270
Assets classified as held for sale of R9.466 million were impaired because the book value exceeds expected proceeds.
The disposal and impairment of property, plant and equipment resulted in losses of R4.658 million (2019: R1.908 million) and
R9.803 million (2019: R3.017 million) respectively which were recognised as part of “operating costs” in the summarised consolidated
statement of profit or loss and other comprehensive income.

During the year, the Group contracted R73.987 million (2019: R13.016 million) for future capital commitments. This will be financed
through a combination of operating cash flows and available overdraft facilities.
There has been no major change in the nature of property, plant and equipment, the policy regarding the use thereof, or the encumbrances
over the property, plant and equipment.
3. RIGHT-OF-USE ASSETS
The Group leases various buildings, plant and machinery and vehicles. Rental contracts are typically entered into for fixed periods, but may
sometimes have extension options. Lease terms are negotiated on an individual basis by the underlying business components and contain
a range of terms and conditions. The Group’s lease periods for land and buildings are generally between two and ten years and for plant
and machinery and vehicles generally between three and five years.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Adoption of Closing
IFRS 16 Additions Terminations Depreciation Remeasurements balance
R’000 R’000 R’000 R’000 R’000 R’000
Land and buildings 69 630 17 819 – (15 173) – 72 276
Plant and machinery 24 436 88 426 (594) (16 178) 120 96 210
Vehicles 1 842 – – (872) – 970
Net book value 95 908 106 245 (594) (32 223) 120 169 456
4. FINANCIAL INSTRUMENT AT FAIR VALUE HELD THROUGH PROFIT OR LOSS

FOREIGN EXCHANGE CONTRACTS
The Group enters into forward exchange contracts (“FEC”) to buy and sell specified amounts of foreign currency in the future at a
predetermined exchange rate. The contracts are entered into to manage the Group’s exposure to fluctuations in foreign currency exchange
rates on specific transactions. The contracts are matched by anticipated future cash flows in foreign currencies. The Group does not use
forward exchange contracts for speculative purposes.
At the reporting date, the Group had entered into the following forward exchange contracts:
Foreign
Contract exchange
Foreign Rand fair contract
amount value value liability
2020 ’000 R’000 R’000 R’000
FEC in respect of anticipated receipts from customers
AUD 1 250 14 168 15 246 (1 078)
CAD 760 9 470 9 842 (372)
USD 6 900 117 962 119 188 (1 226)
GBP 1 850 40 786 40 828 (42)
EUR 925 18 020 18 625 (605)
200 406 203 729 (3 323)
2019
FEC in respect of anticipated receipts from customers
AUD 2 735 29 132 28 497 635
CAD 2 166 24 488 25 085 (597)
USD 16 515 248 239 254 030 (5 791)
GBP 725 13 701 13 847 (146)
EUR 1 725 29 607 29 498 109
345 167 350 957 (5 790)

4. FINANCIAL INSTRUMENT AT FAIR VALUE HELD THROUGH PROFIT OR LOSS CONTINUED

VALUATION OF FINANCIAL INSTRUMENT AT FAIR VALUE HELD THROUGH PROFIT OR LOSS
Financial instruments at fair value through profit or loss Level Valuation technique
Forward exchange contracts Level 2 Mark to market rates by issuer of instrument
5. INVENTORY
The value of the inventory disclosed at net realisable value is R94.073 million (2019: R103.075 million). Refer to the cost of goods sold per
the statement of profit or loss and other comprehensive income where the expense relating to inventories are recognised.
Cost of sales consists of direct manufacturing costs and an allocation of manufacturing operating costs. Cost of sales amounted to
R4 467.222 million for the year ended 27 September 2020 (29 September 2019: R4 192.108 million).
6. ASSETS CLASSIFIED AS HELD FOR SALE

The directors resolved to dispose of two of the Group’s properties and negotiations with interested parties have subsequently taken place.
The disposals are consistent with the Group’s strategy to focus its core activities. The properties and related assets and liabilities, which are
expected to be sold within 12 months, have been classified as a disposal Group held for sale and presented separately in the statement of
financial position.
The major classes of assets and liabilities comprising the operations classified as held for sale are as follows:
2020
R’000
Land and buildings 10 064
Accounts receivable 84
Total assets classified as held for sale 10 148
Accounts payable and accruals (124)

Deferred taxation (2 168)
Total liabilities associated with assets classified as held for sale (2 292)
Net assets of disposal group 7 856
7. LEASE LIABILITIES
The Group has leases for land and buildings, plant and machinery and vehicles. With the exception of short-term leases and leases with
low-value underlying assets, each lease is reflected on the statement of financial position as a right-of-use asset and a lease liability.
Variable lease payments which do not depend on an index or an interest rate are excluded from the initial measurement of the lease
liability and asset. The Group classifies its right-of-use assets in a consistent manner to property, plant and machinery and vehicles
(refer to note 2).
Leases of plant and machinery and vehicles are generally limited to a lease term of five years. Leases of property generally have a lease
term ranging from five years to ten years. Lease payments are generally fixed however the Group has a limited number of leases where
rentals are linked to annual changes in an index (either CPI or the prime interest rate).
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another party, the
right-of-use asset can only be used by the Group. Leases are either non-cancellable or may only be cancelled by incurring a substantive
termination fee. Some leases contain an option to purchase the underlying leased asset outright at the end of the lease, or to extend the
lease for a further term. The Group is prohibited from selling or pledging the underlying leased assets as security. For leases over office
buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original
condition at the end of the lease. Further, the Group must insure the property, plant and machinery and vehicles and maintain such items
in accordance with the lease agreements.

7. LEASE LIABILITIES CONTINUED
Lease liabilities
Lease liabilities are presented in the statement of financial position as follows:
2020 2019
R’000 R’000
Total lease liabilities 197 484 –
Less: Current lease liabilities (42 322) –
Non-current lease liabilities 155 162 –
At 27 September 2020 the company had committed to leases which had not commenced yet.
The total future cash outflows for leases that had not yet commenced were as follows:
Type of asset
Plant and machinery 17 617 –
Operating leases have only been disclosed for the prior period. On 30 September 2019 the company adopted IFRS 16 using the modified
retrospective approach, without restating comparative information.
8. REVENUE
The disaggregated revenue from contracts with customers is as follows:
2020 2019
R’000 R’000
Perishable products 1 708 600 1 679 552
Fruit products 1 762 207 1 599 578
Grocery products 2 393 645 2 134 495
5 864 452 5 413 625
The revenue categories consist of net sales of the following:

• Perishable products: Ready meals, pies, bakery and dairy products.
• Fruit products: Canned fruit and jam, fruit purees and fruit concentrates.
• Grocery products: Canned vegetables, canned meat, bottled salads & pickles, fruit juice, dry packaged foods and infant meals.
9. RECLASSIFICATION OF SEGMENT REVENUE AND RESULTS

During the year ended 27 September 2020, the Group elected to reclassify baby food from fresh to long life within the regional segment,
due to operational changes with effect from 30 September 2019. The effect of the reclassification on the results for the year ended
29 September 2019 is as follows:
2019
R’000
Decrease in fresh product sales (80 218)
Increase in long life product sales 80 218

10. HEADLINE EARNINGS PER SHARE

10.1 HEADLINE EARNINGS PER SHARE
2020 2019
R’000 R’000
Reconciliation between profit attributable to owners of the parent and headline earnings:
Profit attributable to owners of the parent 216 331 216 256
Adjustments to profit attributable to owners of the parent 10 412 3 546
Loss on disposal of property, plant and equipment 4 658 1 908
Impairment of property, plant and equipment 9 803 3 017
Taxation effect (4 049) (1 379)
Headline earnings 226 743 219 802

Headline earnings per share (cents) 86.7 84.0
10.2 DILUTED HEADLINE EARNINGS PER SHARE

Headline earnings 226 743 219 802
Diluted headline earnings per share (cents) 86.4 83.8
10.3 WEIGHTED AVERAGE NUMBER OF SHARES IN ISSUE

Weighted average number of shares in issue 262 762 018 262 762 018
Treasury shares (1 125 000) (1 125 000)
Weighted average number of shares in issue 261 637 018 261 637 018
Effect of share options 660 539 581 724
Weighted average number of dilutive shares in issue 262 297 557 262 218 742
11. FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the financial assets and liabilities reported in the statement of financial position approximate fair values at the
reporting date, except where noted otherwise in the notes.
12. RELATED PARTY TRANSACTIONS

The Group sold goods to Peaty Mills Plc for R299.221 million (2019: R222.002 million). Included in trade receivables are amounts due
from Peaty Mills Plc for R49.660 million (2019: R48.166 million).
The Group sold goods to Ma Baker Xpress (Pty) Ltd for R12.627 million (2019: R14.152 million). Included in trade receivables are amounts
due from Ma Baker Xpress (Pty) Ltd for R6.195 million (2019: R5.943 million).
13. DIVIDENDS
On 20 January 2020, a dividend of 27.9 cents (2019: 20.3 cents) per share was paid amounting to a total dividend of R73.0 million
(2019: R53.3million).

14. EVENTS SUBSEQUENT TO REPORTING DATE
Covid-19 will continue to impact the Group into the 2021 financial year through slower sales due to the deteriorating economic conditions in
the country and weaker consumer spending, which could be compounded by increasing levels of unemployment. The Group will continue
to incur additional Covid-19 related costs. South Africa remains at risk of reverting to stricter lockdown regulations if Covid-19 infection rates
escalate from their current low levels.
As at the date of approving these annual consolidated financial statements, the board has assessed that there is no event that have caused a
material impact on the annual consolidated financial statements for the year ended 27 September 2020.
15. FINANCIAL YEAR-END

The company’s financial year ends in September which reflects 52 weeks of trading and as a result the reporting date may differ year
on year. References to “financial year” are to the 52 weeks ended on or about 30 September. As a result the financial statements were
prepared for the year ended 27 September 2020 (2019: 29 September).
16. APPROVAL OF SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS

The summarised consolidated financial statements were approved by the board of directors on 13 November 2020.
17. AUDIT OPINION

These summarised consolidated financial statements have been derived from the consolidated financial statements and are consistent,
in all material respects, with the consolidated financial statements. The consolidated financial statements, which have been audited by
Deloitte & Touche, and the accompanying unmodified audit report are available for inspection at the company’s registered office.
The auditor’s report does not necessarily report on all of the information contained in these financial results. Shareholders are therefore
advised that in order to obtain a full understanding of the nature of the auditor’s engagement they should obtain a copy of the auditor’s
report together with the accompanying financial information from the issuer’s registered office.
INDEPENDENT AUDITOR’S REPORT ON SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS
To the shareholders of RFG Holdings Limited
Opinion
The summarised consolidated financial statements of RFG Holdings Limited, which comprise the summarised consolidated statement of
financial position as at 27 September 2020, the summarised consolidated statements of profit or loss and other comprehensive income,
changes in equity and cash flows for the year then ended, and related notes, are derived from the audited consolidated financial statements
of RFG Holdings Limited for the year ended 27 September 2020.
In our opinion, the accompanying summarised consolidated financial statements are consistent, in all material respects, with the audited
consolidated financial statements of RFG Holdings Limited, in accordance with the requirements of the JSE Limited Listings Requirements
for preliminary reports, set out in note 1 to the summarised consolidated financial statements, and the requirements of the Companies Act
of South Africa as applicable to summarised financial statements.
Other matter
We have not audited future financial performance and expectations by management included in the accompanying summarised
consolidated financial statements and accordingly do not express any opinion thereon.
Summarised consolidated financial statements
The summarised consolidated financial statements do not contain all the disclosures required by the International Financial Reporting
Standards and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the
summarised consolidated financial statements and the auditor’s report thereon, therefore, is not a substitute for reading the audited
consolidated financial statements of RFG Holdings Limited and the auditor’s report thereon.
The audited consolidated financial statements and our report thereon
We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated 16 November 2020.
That report also includes the communication of the key audit matter as reported in the auditor’s report of the audited consolidated financial
statements.

17. AUDIT OPINION CONTINUED

Directors’ responsibility for the summarised consolidated financial statements
The directors are responsible for the preparation of the summarised consolidated financial statements in accordance with the requirements
of the JSE Limited Listings Requirements for abridged reports, set out in note 1 to the summarised consolidated financial statements, and
the requirements of the Companies Act of South Africa as applicable to summarised financial statements.
The Listings Requirements require abridged reports to be prepared in accordance with the framework concepts and the measurement
and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by
the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council, and to also,
as a minimum, contain the information required by IAS 34, Interim Financial Reporting.
Auditor’s responsibility
Our responsibility is to express an opinion on whether the summarised consolidated financial statements are consistent, in all material
respects, with the audited consolidated financial statements based on our procedures, which were conducted in accordance with
International Standard on Auditing (ISA) 810 (Revised), Engagements to Report on Summarised Financial Statements.
Deloitte & Touche

Registered Auditor
Per: Michael van Wyk
Partner
16 November 2020
Unit 11, La Gratitude, Ground Floor, 97 Dorp Street, Stellenbosch, Western Cape, 7600

ANALYSIS OF SHAREHOLDERS
as at 27 September 2020
Number of Percentage Number of Percentage

Public and non-public shareholding holders of holders shares of shares
Ordinary shares
Shareholders spread
Public shareholders 3 088 99.6 142 736 216 54.3
Non-public shareholders 12 0.4 120 025 802 45.7
Directors of company 7 0.2 20 223 700 7.7

Strategic holdings
Capitalworks Private Equity GP Proprietary Limited1,2 2 0.1 64 543 916 24.6
South African Investment GP Trust3 2 0.1 34 133 186 13.0
Treasury shares 1 0.0 1 125 000 0.4
3 100 100.0 262 762 018 100.0

¹ Includes indirect holdings by non-executive directors Chad Smart and Garth Willis of 2 041 031 and 279 759 shares respectively.
² Capitalworks Private Equity GP Proprietary Limited, in its capacity as general partner of Capitalworks Rhodes Food Investment Partnership and Capitalworks Rhodes
Food Investment Partnership II.
³ South African Investment GP Trust, in its capacity as general partner of South African Investment Partnership and South African Investment Partnership II.
2020 2020 2019

Number of Percentage of Percentage of
shares shares shares
Major beneficial shareholders holding 3% or more ordinary shares
Non-public shareholders
Capitalworks Private Equity GP Proprietary Limited 1,2 64 543 916 24.6 23.9
South African Investment GP Trust3 25 228 246 9.6 9.6
Bruce Henderson Trust 16 215 128 6.2 6.2
South African Investment GP Trust4 8 904 940 3.4 3.4
Public shareholders
Old Mutual 58 062 085 22.1 9.6
PSG Konsult 18 215 732 6.9 8.8
Government Employees Pension Fund 14 264 477 5.4 6.8
¹ Includes indirect holdings by non-executive directors Chad Smart and Garth Willis of 2 041 031 and 279 759 shares respectively.
² Capitalworks Private Equity GP Proprietary Limited, in its capacity as general partner of Capitalworks Rhodes Food Investment Partnership and Capitalworks Rhodes
Food Investment Partnership II.
³ South African Investment GP Trust, in its capacity as general partner of South African Investment Partnership and South African Investment Partnership II.
4
South African Investment GP Trust, in its capacity as general partner of South African Investment Partnership.
2020 2019
Percentage of Percentage of
Major fund managers managing 2% or more ordinary shares shares shares
Old Mutual Investment Group (South Africa) 23.4 10.1
PSG Asset Management 6.9 8.8
Coronation Fund Managers 4.3 11.6
Public Investment Corporation 3.9 3.8
Sentio Capital 2.7 3.6

NOTICE OF ANNUAL GENERAL MEETING
RFG HOLDINGS LIMITED
Incorporated in the Republic of South Africa (Registration number 2012/074392/06)
Share code: RFG ISIN: ZAE000191979
(“RFG” or “the company” or “the group”)
If you are in any doubt as to what action you should take in respect of the following resolutions, please consult your Central Securities
Depository Participant (“CSDP”), broker, banker, attorney, accountant or other professional adviser immediately.
Notice is hereby given that the eighth Annual General Meeting of shareholders of RFG will be held (subject to any adjournment,
postponement or cancellation) through electronic participation only at 09:00 on Thursday, 4 March 2021 for the purpose of considering,
and, if deemed fit, passing, with or without modification, the resolutions set out hereafter.
The board of directors of the company (“the Board”) has determined that, in terms of section 62(3)(a), as read with section 59 of
the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”), the record date for shareholders to be recorded on the
securities register of the company in order to receive Notice of the Annual General Meeting is Friday, 11 December 2020. Further the
record date determined by the Board for the purposes of determining which shareholders of the company are entitled to participate in
and vote at the Annual General Meeting is Friday, 26 February 2021. Accordingly, the last day to trade RFG shares in order to be recorded
in the Register to be entitled to vote will be Tuesday, 23 February 2021.
The purpose of the Annual General Meeting is to transact the business set out in the agenda below.
AGENDA
• Presentation of the audited annual consolidated financial statements of the company, including the reports of the directors and
the audit, risk and information technology committee and the independent auditors in terms of section 30(3) of the Companies
Act, together with the report of the social and ethics committee in terms of Regulation 43 of the Companies Regulations 2011
for the year ended 27 September 2020. The Integrated Annual Report, of which this Notice of Annual General Meeting forms
part, contains the summarised consolidated financial statements. The annual consolidated financial statements, including the
unmodified audit opinion, are available on the company’s website at www.rfg.com/investor-relations, or may be requested and
obtained in person, at no charge, at the registered office of the company during office hours.
1. NOTE
The percentage of voting rights that will be required for the adoption of each ordinary resolution is the support of more than
50% of the voting rights exercised on each such resolution. In the case of ordinary resolution number 9 the JSE Limited Listings
Requirements (“Listings Requirements”) prescribe a 75% majority vote for the adoption of the resolution.
1.1 ORDINARY RESOLUTION NUMBER 1 – ELECTION OF PIETER HANEKOM AS A DIRECTOR

To elect, Pieter Hanekom who was appointed by the Board in terms of Clause 25.3.2 of the company’s memorandum of
incorporation (“MOI”) on 8 July 2020 and who will cease to hold office at the end of the Annual General Meeting unless
elected at this Annual General Meeting.
Note: The curriculum vitae of Pieter Hanekom is provided on page 18 of the Integrated Annual Report.
1.2 ORDINARY RESOLUTION NUMBER 2 – ELECTION OF SELOMANE MAITISA AS A DIRECTOR

To elect, Selomane Maitisa who was appointed by the Board in terms of Clause 25.3.2 of the company’s MOI on
19 October 2020 and who will cease to hold office at the end of the Annual General Meeting unless elected at this
Annual General Meeting.
Note: The curriculum vitae of Selomane Maitisa is provided on page 18 of the Integrated Annual Report.
1.3 ORDINARY RESOLUTION NUMBER 3 – RE-ELECTION OF THABO LEEUW AS A DIRECTOR

To re-elect Thabo Leeuw who, in terms of Article 25.6 of the company’s MOI, retires by rotation at this Annual General
Meeting but, being eligible to do so, offers himself for re-election.
Note: The curriculum vitae of Thabo Leeuw is provided on page 18 of the Integrated Annual Report. The board supports the
candidate’s re-election.

1.4 ORDINARY RESOLUTION NUMBER 4 – RE-ELECTION OF BONGIWE NJOBE AS A DIRECTOR
To re-elect Bongiwe Njobe who, in terms of Article 25.6 of the company’s MOI, retires by rotation at this Annual General
Meeting but, being eligible to do so, offers herself for re-election.
Note: The curriculum vitae of Bongiwe Njobe is provided on page 19 of the Integrated Annual Report. The board supports the
1.5 ORDINARY RESOLUTION NUMBER 5 – RE-ELECTION OF MARK BOWER AS A DIRECTOR

To re-elect Mark Bower who, in terms of Article 25.6 of the company’s MOI, retires by rotation at this Annual General Meeting
but, being eligible to do so, offers himself for re-election.
Note: The curriculum vitae of Mark Bower is provided on page 18 of the Integrated Annual Report. The board supports the
1.6 ORDINARY RESOLUTION NUMBER 6 – APPOINTMENT OF MARK BOWER TO THE AUDIT, RISK AND
INFORMATION TECHNOLOGY COMMITTEE
Pursuant to the requirements of section 94(2) of the Companies Act, to appoint Mark Bower as a member of the audit, risk
and information technology committee.
Note: The curriculum vitae of Mark Bower is provided on page 18 of the Integrated Annual Report.
1.7 ORDINARY RESOLUTION NUMBER 7 – APPOINTMENT OF THABO LEEUW TO THE AUDIT, RISK
AND INFORMATION TECHNOLOGY COMMITTEE
Pursuant to the requirements of section 94(2) of the Companies Act, to appoint Thabo Leeuw as a member of the audit, risk
and information technology committee.
Note: The curriculum vitae of Thabo Leeuw is provided on page 18 of the Integrated Annual Report.
1.8 ORDINARY RESOLUTION NUMBER 8 – APPOINTMENT OF SELOMANE MAITISA TO THE AUDIT,

RISK AND INFORMATION TECHNOLOGY COMMITTEE
Pursuant to the requirements of section 94(2) of the Companies Act, to appoint Selomane Maitisa as a member of the audit,
risk and information technology committee.
Note: The curriculum vitae of Selomane Maitisa is provided on page 18 of the Integrated Annual Report.
1.9 ORDINARY RESOLUTION NUMBER 9 – APPOINTMENT OF NEW INDEPENDENT REGISTERED

AUDITOR
The Companies Act, JSE Listings Requirements and the MOI stipulate that the company must each year at its Annual General
Meeting, appoint or re-appoint an eligible auditor. The Board decided that this would be an appropriate time to rotate the
independent external auditor and following an assessment process, the audit, risk and information technology committee,
with the endorsement of the Board, recommends the appointment of Ernst & Young Inc. as the Group’s new external auditor.
The appointment is in respect of the financial year ending 26 September 2021. Consequently Deloitte & Touche’s rotation as
the auditor will end on conclusion of its external audit responsibilities for the financial year ended 27 September 2020.
Resolved to appoint Ernst & Young Inc. as the independent auditor of the Company and that its remuneration for the year
ending 26 September 2021 be determined by the audit, risk and information technology committee. The audit, risk and
information technology committee and the Board have confirmed the independence of Ernst & Young Inc. pursuant to
section 90 of the Companies Act. The audit, risk and information technology committee further confirms that it has assessed
the auditor’s suitability for appointment in accordance with paragraph 3.84(g)(iii) of the JSE Listings Requirements and
nominates for appointment Ernst & Young Inc. as the external auditor of the company.

NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Explanatory note
Ordinary resolution number 8 is proposed to approve the appointment of Ernst & Young Inc as the new external auditor of the
company for the financial year ending 26 September 2021, in accordance with section 90(1) of the Companies Act, and to
authorise the audit, risk and information technology committee to determine its remuneration.
Mr L Rolleston will be the individual registered auditor who will undertake the audit for the financial year ending
26 September 2021.
1.10 ORDINARY RESOLUTION NUMBER 10 – CONTROL OF AUTHORISED BUT UNISSUED ORDINARY

SHARES
Resolved that all the authorised but unissued ordinary shares in the capital of the company be and are hereby placed under the
control and authority of the Board and that the Board be and is hereby authorised and empowered to allot/issue and otherwise
dispose of all or any of such ordinary shares, or to issue any options in respect of all or any of such ordinary shares, to such
person/s on such terms and conditions and at such times as the directors may from time to time and in their discretion deem fit,
subject to the provisions of sections 38 and 41 of the Companies Act, the MOI of the company and the Listings Requirements,
as amended from time to time, such authority to remain in force until the next Annual General Meeting.
1.11 ORDINARY RESOLUTION NUMBER 11 – AUTHORITY TO ISSUE ORDINARY SHARES FOR CASH
Resolved that, subject to the passing of Ordinary Resolution number 9, the Board, from time to time, be and is hereby
authorised, by way of a general authority, to issue the authorised but unissued ordinary shares in the capital of the company,
or to allot, issue and grant options to subscribe for the authorised but unissued ordinary shares in the capital of the company,
for cash, as and when they in their sole discretion deem fit, subject to the provisions of the Companies Act, the MOI of the
company and its subsidiaries and the Listings Requirements as amended from time to time.
• This general authority will be valid until the earlier of the company’s next Annual General Meeting or the expiry of a period
of 15 (fifteen) months from the date that this authority is given;
• the securities which are the subject of the general issue for cash must be of a class already in issue or, where this is not
the case, must be limited to such securities or rights that are convertible into a class already in issue;
• any such issue may only be made to “public shareholders” as defined in the Listings Requirements and not to
related parties;
• the securities which are the subject of a general issue for cash may not exceed 5% (five percent) of the number of
ordinary shares in the capital of the company, excluding treasury shares, as at the date of this notice of Annual General
Meeting, being 13 138 101 ordinary shares of no par value. The calculation of the company’s listed equity securities must
be a factual assessment of the company’s listed equity securities as at the date of this Notice of Annual General Meeting,
excluding treasury shares. Any ordinary shares issued under this authority during the period of this authority will be
deducted from the aforementioned 13 138 101 ordinary shares. In the event of a sub-division or a consolidation during
the period contemplated above the authority will be adjusted to represent the same allocation ratio;
• any such general issues are subject to any exchange control regulations and approval at that point in time;
• in determining the price at which securities may be issued in terms of this authority, the maximum discount permitted will be
10% (ten percent) of the weighted average traded price of such securities measured over the 30 (thirty) business days prior to
the date that the price of the issue is agreed in writing between the issuer and the party/ies subscribing for the securities;
• an announcement in accordance with paragraph 11.22 of the Listings Requirements will be published when the company
has issued securities representing, on a cumulative basis within the earlier of the company’s next Annual General Meeting
or the expiry of a period of 15 (fifteen) months from the date that this authority is given, 5% (five percent) or more of the
number of securities in issue prior to the issue; and
• whenever the company wishes to use repurchased shares, held as treasury shares by a subsidiary of the company, such
use must comply with the Listings Requirements as if such use was a fresh issue of ordinary shares.

1.12 ORDINARY RESOLUTION NUMBER 12 – SIGNATURE OF DOCUMENTS
Resolved that each director of the company be and is hereby individually authorised to sign all such documents and do all
such things as may be necessary for or incidental to the implementation of those resolutions to be proposed at the Annual
General Meeting convened to consider the resolutions which are passed, in the case of ordinary resolutions, or are passed
and registered by the Companies and Intellectual Property Commission (“CIPC”), in the case of special resolutions and
if applicable.
1.13 NON-BINDING ADVISORY RESOLUTION NUMBER 1 – APPROVAL OF THE REMUNERATION POLICY

Resolved by way of a non-binding advisory vote, that the remuneration policy of the company as set out in the 2020
Integrated Report be approved.
Note: In terms of King IV and the Listings Requirements, an advisory vote should be obtained from shareholders on the
company’s remuneration policy. The vote allows shareholders to express their views on the remuneration policy adopted but
will not be binding on the company. The remuneration policy is included in the Remuneration Report on pages 44 to 59 of
the Integrated Annual Report.
1.14 NON-BINDING ADVISORY RESOLUTION NUMBER 2 – APPROVAL OF THE

IMPLEMENTATION REPORT
Resolved by way of a non-binding advisory vote, that the implementation report of the remuneration policy as set out in the
2020 Integrated Report be approved.
Note: In terms of King IV and the Listings Requirements, an advisory vote should be obtained from shareholders on the
implementation report of the company’s remuneration policy. The vote allows shareholders to express their views on the
extent of implementation of the company’s remuneration policy but will not be binding on the company. The implementation
report is included in the Remuneration Report on pages 44 to 59 of the Integrated Annual Report.

2. SPECIAL RESOLUTIONS
To consider and if deemed fit, to pass, with or without modification, the following special resolutions. The percentage of voting
rights that will be required for the adoption of each special resolution is the support of at least 75% of the voting rights exercised
on the resolution.
2.1 SPECIAL RESOLUTION NUMBER 1 – NON-EXECUTIVE DIRECTORS’ FEES

Resolved as a special resolution that, unless otherwise determined by the company in a general meeting, the following annual
fees payable by the company to its non-executive directors for their services as directors, with effect from 1 October 2020,
are approved:
Approved fee for the year ended Proposed fee for the year ending
27 September 2020 26 September 2021
Position R R
Board
Lead independent director 416 650 433 350
Member 333 350 346 700
Audit, Risk and Information Technology Committee
Member 106 700 111 000
Remuneration Committee
Member 66 700 69 400
Social and Ethics Committee
Member 63 650 66 200
Explanatory note
Section 66(9) of the Companies Act requires that a company may pay remuneration to its directors for their services as
directors in accordance with a special resolution approved by the shareholders of the company within the previous two years.

2.2 SPECIAL RESOLUTION NUMBER 2 – GENERAL AUTHORITY TO PURCHASE SHARES
Resolved, as a general approval by special resolution, that the company and/or any of its subsidiaries, from time to time, be
and they are hereby authorised to repurchase ordinary shares of the company in terms of, and subject to, the Companies Act,
the MOI of the company and its subsidiaries and the Listings Requirements, as amended from time to time.
• The repurchase of the ordinary shares must be effected through the order book operated by the JSE trading system
and done without any prior understanding or arrangement between the company and the counterparty (reported trades
are prohibited);
• this general authority shall only be valid until the earlier of the company’s next Annual General Meeting or the expiry of a
period of 15 (fifteen) months from the date of passing of this special resolution;
• in determining the price at which the company’s ordinary shares are repurchased in terms of this general authority, the
price at which such ordinary shares may be repurchased may not be greater than 10% (ten percent) above the weighted
average of the market value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business
days immediately preceding the date on which the transaction is effected;
• at any point in time, the company may only appoint one agent to effect any repurchase/s on its behalf;
• the repurchases of ordinary shares in the aggregate in any one financial year may not exceed 10% (ten percent) of the
company’s issued ordinary share capital at the beginning of the financial year;
• any such general repurchase will be subject to the applicable provisions of the Companies Act (including sections 114
and 115 to the extent that section 48(8) is applicable in relation to that particular repurchase);
• the company may only effect the repurchase once a resolution has been passed by the Board confirming that the Board
has authorised the repurchase, that the company has passed the solvency and liquidity test (“test”) and that since the
test was done there have been no material changes to the financial position of the group;
• the company or its subsidiaries may not repurchase ordinary shares during a prohibited period as defined in
paragraph 3.67 of the Listings Requirements unless they have in place a repurchase programme where the dates and
quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and has been
submitted to the JSE in writing. The company must instruct an independent third party, which makes its investment
decisions in relation to the company’s securities independently of, and uninfluenced by, the company, prior to the
commencement of the prohibited period to execute the repurchase programme submitted to the JSE;
• any such general repurchases are subject to any exchange control regulations and approval at that point in time;
• the number of shares purchased and held by a subsidiary or subsidiaries of the company shall not exceed 10% in
aggregate of the number of issued shares in the company at the relevant times;
• an announcement in accordance with paragraph 11.27 of the Listings Requirements will be published once the company
has cumulatively repurchased 3% (three percent) of the number of the ordinary shares in issue at the time this general
authority is granted (initial number), and for each 3% (three percent) in aggregate of the initial number repurchased
thereafter.

Explanatory note
Special resolution number 2 is to grant a general authority for the company and the company’s subsidiaries to repurchase
the company’s issued ordinary shares. There is no requirement in the Companies Act for shareholder approval unless the
acquisition by the company of any particular class of securities exceeds 5% of the issued shares of that class, either alone or
together with other transactions in an integrated series of transactions, per section 48(8), 115 and 116 of the Companies Act.
It is the intention of the Board to use such authority should prevailing circumstances (including tax dispensations and market
conditions) in their opinion warrant it.
2.2.1. Other disclosures in terms of paragraph 11.26 of the Listings Requirements

The Listings Requirements require the following additional disclosures in respect of special resolution number 2,
which are contained in the Integrated Annual Report to which this Notice is attached:
• Share capital of the company – page 36 of the annual financial statements; and
• Major shareholders of the company – page 83.
2.2.2. Material change

There have been no material changes in the financial or trading position of the company and its subsidiaries between
the company’s financial year end and the date of this notice.
2.2.3. Directors’ responsibility statement

The directors, whose names are given on pages 18 and 19 of the Integrated Annual Report to which this notice
is attached, collectively and individually accept full responsibility for the accuracy of the information pertaining to
special resolution number 2 and certify that to the best of their knowledge and belief there are no facts in relation to
special resolution number 2 that have been omitted which would make any statement in relation to special resolution
number 2 false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that
special resolution number 2 together with this notice contains all information required by the Listings Requirements
in relation to special resolution number 2.
2.2.4. Adequacy of working capital

At the time that the contemplated repurchase is to take place, the Board will ensure that, after considering the effect
of the maximum repurchase and for a period of 12 (twelve) months thereafter:
• the company and its subsidiaries will be able to pay their debts as they become due in the ordinary course
of business;
• the consolidated assets of the company and its subsidiaries, fairly valued in accordance with International
Financial Reporting Standards, will be in excess of the consolidated liabilities of the company and its subsidiaries;
• the issued share capital and reserves of the company and its subsidiaries will be adequate for the purpose of the
ordinary business of the company and its subsidiaries; and
• the working capital available to the company and its subsidiaries will be sufficient for the group’s requirements.

2.3 SPECIAL RESOLUTION NUMBER 3 – LOANS OR OTHER FINANCIAL ASSISTANCE TO RELATED
COMPANIES
Resolved that, as a special resolution, in terms of section 45 of the Companies Act, the shareholders hereby approve of
the company providing, at any time and from time to time during the period of two years commencing on the date of this
special resolution number 3, any direct or indirect financial assistance (which includes lending money, guaranteeing a loan
or other obligation, and securing any debt or obligation) as contemplated in section 45 of the Companies Act to a related or
inter-related company or corporation provided that:
• the Board from time to time, determines:
(I) the specific recipient or general category of potential recipients of such financial assistance;
(II) the form, nature and extent of such financial assistance;
(III) the terms and conditions under which such financial assistance is provided, and
• the Board may not authorise the company to provide any financial assistance pursuant to this special resolution
number 3 unless the Board meets all those requirements of section 45 of the Companies Act which it is required
to meet in order to authorise the company to provide such financial assistance.
Explanatory note
The reason and effect of special resolution number 3 is to grant the Board the authority to authorise the company to provide
financial assistance as contemplated in section 45 of the Companies Act to a related or inter-related company or corporation.
The resolution is intended mainly to enable the company to provide inter-company loans and guarantees within the group but
will also permit the Board to authorise financial assistance to related parties.
3. OTHER BUSINESS
To transact such other business as may be transacted at the Annual General Meeting of the shareholders.
ATTENDANCE AND VOTING BY SHAREHOLDERS OR PROXIES

Shareholders who have not dematerialised their shares or who have dematerialised their shares with “own-name” registration are
entitled to attend and vote at the Annual General Meeting and are entitled to appoint a proxy or proxies (for which purpose a form
of proxy is attached hereto) to attend, speak and vote in their stead. The person so appointed as proxy need not be a shareholder
of the company. Forms of proxy should, for administrative purposes only, be forwarded to be received (but not required) by
The Meeting Specialist Proprietary Limited, JSE Building, One Exchange Square, Gwen Lane, Sandown, 2196, or posted to
The Meeting Specialist Proprietary Limited, PO Box 62043, Marshalltown, 2107 or e-mailed to [email protected] by 09:00
on Tuesday, 2 March 2021 (or 48 (forty-eight) business hours before any adjournment of the Annual General Meeting which date,
if necessary, will be notified on the Stock Exchange News Service). Forms of proxy must only be completed by shareholders who
have not dematerialised their shares or who have dematerialised their shares with “own-name” registration.
Every person present and entitled to exercise voting rights shall be entitled to one vote, irrespective of the number of votes that
person would otherwise be entitled to exercise. On a poll, every holder of ordinary shares shall be entitled to one vote per ordinary
share held.
Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with
“own-name” registration, should contact their CSDP or broker in the manner and time stipulated in their agreement:
• to furnish them with their voting instructions; or
• in the event that they wish to attend the Annual General Meeting, to obtain the necessary letter of representation to do so.

ELECTRONIC PARTICIPATION
As a result of the continued impact of the Covid-19 pandemic and the uncertainty surrounding the restrictions placed on public
gatherings and/or the Covid-19 level that may be applicable when the company’s Annual General Meeting of shareholders is to take
place, the company has deemed it prudent and appropriate to make the meeting accessible only through electronic participation,
as provided for in terms of the provisions of the Companies Act and the company’s memorandum of incorporation.
Shareholders or their proxies wishing to participate in this virtual Annual General Meeting should contact The Meeting Specialist on
[email protected] or alternatively contact them on +27 11 520 7952/0/1 by no later than 09:00 on Tuesday, 2 March 2021
or 48 (forty-eight) business hours before to register to gain access to its electronic confirmation platform (the Platform) for the
purpose of enabling all of the shareholders, who are present at the AGM, to communicate concurrently with each other, without
an intermediary, and to participate reasonably effectively in the AGM and exercise their voting rights at the AGM. TMS is obliged to
validate this information with your CSDP before providing you with the necessary means to access the voting platform.
Shareholders are still able to vote normally through proxy submission, despite deciding to participate virtually or not. Shareholders
are strongly encouraged to submit votes by proxy before the meeting.
Shareholders will be liable for their own network charges and it will not be for the expense of RFG or TMS. Neither RFG or TMS
can be held accountable in the case of loss of network connectivity or network failure which would prevent you from voting or
participating in the virtual meeting.
VOTING EXCLUSIONS
Equity securities held by a share trust or scheme, and unlisted securities, if applicable, will not have their votes taken into account
at the Annual General Meeting for the purposes of resolutions proposed in terms of the Listings Requirements.
Shares held as treasury shares in terms of the Companies Act may not vote on any resolutions.
PROOF OF IDENTIFICATION REQUIRED

In terms of the Companies Act, any shareholder or proxy who intends to attend or participate at the Annual General Meeting must
be able to present reasonably satisfactory identification at the meeting for such shareholder or proxy to attend and participate at
the Annual General Meeting. A green bar-coded identification document or card issued by the South African Department of Home
Affairs, a driver’s licence or a valid passport will be accepted at the Annual General Meeting as sufficient identification.
By order of the Board
Bernadette Lakey
Company secretary
27 November 2020

FORM OF PROXY
Incorporated in the Republic of South Africa
(Registration number 2012/074392/06)
Share code: RFG ISIN: ZAE000191979
(“RFG” or “the company” or “the group”)
For use only by ordinary shareholders who:

• hold ordinary shares in certificated form (certificated ordinary shareholders); or
• have dematerialised their ordinary shares (dematerialised ordinary shareholders) and are registered with “own-name” registration, at the eighth Annual General
Meeting of shareholders of RFG to be held through electronic participation at 09:00 on Thursday, 4 March 2021 and any adjournment thereof.
Dematerialised ordinary shareholders holding ordinary shares other than with “own-name” registration who wish to attend the Annual General Meeting must inform
their Central Securities Depository Participant (CSDP) or broker of their intention to attend the Annual General Meeting and request their CSDP or broker to issue
them with the relevant letter of representation to attend the Annual General Meeting in person or by proxy and vote. If they do not wish to attend the Annual General
Meeting in person or by proxy, they must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between
them and the CSDP or broker. These ordinary shareholders must not use this form of proxy.
Name of beneficial shareholder
Name of registered shareholder
Address
Telephone work ( ) Telephone home ( ) Cell:
being the holder/custodian of ordinary shares in the company, hereby appoint (see note):
1. or failing him/her,
2. or failing him/her,
3. the chairperson of the meeting,

as my/our proxy to attend and act for me/us on my/our behalf at the Annual General Meeting of the company convened for purpose of considering and, if deemed fit,
passing, with or without modification, the special and ordinary resolutions to be proposed thereat (resolutions) and at each postponement or adjournment thereof and
to vote for and/or against such resolutions, and/or abstain from voting, in respect of the ordinary shares in the issued share capital of the company registered in my/
our name/s in accordance with the following instructions:
Number of votes
(one vote per ordinary share)
Ordinary resolutions Agenda item For Against Abstain
Ordinary resolution 1 Election of director – Mr P Hanekom
Ordinary resolution 2 Election of director – Ms S Maitisa
Ordinary resolution 3 Re-election of director – Mr T Leeuw
Ordinary resolution 4 Re-election of director – Ms B Njobe
Ordinary resolution 5 Re-election of director – Mr M Bower
Ordinary resolution 6 Appointment of Mr M Bower to the audit, risk and information technology committee
Ordinary resolution 7 Appointment of Mr T Leeuw to the audit, risk and information technology committee
Ordinary resolution 8 Appointment of Ms S Maitisa to the audit, risk and information technology committee
Ordinary resolution 9 Appointment of new independent registered auditor
Ordinary resolution 10 Control of authorised but unissued ordinary shares
Ordinary resolution 11 Authority to issue ordinary shares for cash
Ordinary resolution 12 Signature of documents
Non-binding advisory resolutions Agenda item For Against Abstain
Non-binding advisory resolution 1 Approval of the remuneration policy
Non-binding advisory resolution 2 Approval of the implementation report
Special resolutions Agenda item For Against Abstain
Special resolution 1 Approval of the non-executive directors’ fees
Special resolution 2 General authority to repurchase shares
Special resolution 3 Loans or other financial assistance to related companies
Please indicate instructions to proxy in the space provided above by the insertion therein of the relevant number of votes exercisable.
A member entitled to attend and vote at the Annual General Meeting may appoint one or more proxies to attend and act in his stead. A proxy so appointed need not
be a member of the company.
Signed at on 2020/2021
Signature
Assisted by (if applicable)

NOTES TO FORM OF PROXY
1. Summary of Rights Contained in section 58 of the Companies Act, 2008 8. The chairperson of the annual general meeting may reject or accept any form
(Act 71 of 2008), as amended (Companies Act) of proxy which is completed and/or received other than in compliance with
In terms of section 58 of the Companies Act : these notes.
• a shareholder may, at any time and in accordance with the provisions of 9. A shareholder’s authorisation to the proxy including the chairperson of the annual
section 58 of the Companies Act, appoint any individual (including an general meeting, to vote on such shareholder’s behalf, shall be deemed to include
individual who is not a shareholder) as a proxy to participate in, and speak and the authority to vote on procedural matters at the annual general meeting.
vote at, a shareholders’ meeting on behalf of such shareholder; 10. The completion and lodging of this form of proxy will not preclude the relevant
• a proxy may delegate his or her authority to act on behalf of a shareholder to shareholder from attending the annual general meeting and speaking and voting in
another person, subject to any restriction set out in the instrument appointing person thereat to the exclusion of any proxy appointed in terms hereof.
such proxy; 11. Documentary evidence establishing the authority of a person signing the form of
• irrespective of the form of instrument used to appoint a proxy, the appointment proxy in a representative capacity must be attached to this form of proxy, unless
of a proxy is suspended at any time and to the extent that the relevant previously recorded by The Meeting Specialist (Proprietary) Limited or waived by the
shareholder chooses to act directly and in person in the exercise of any of chairperson of the annual general meeting.
such shareholder’s rights as a shareholder; 12. A minor or any other person under legal incapacity must be assisted by his/her
• irrespective of the form of instrument used to appoint a proxy, any appointment parent or guardian, as applicable, unless the relevant documents establishing
by a shareholder of a proxy is revocable, unless the form of instrument used to his/her capacity are produced or have been registered by The Meeting Specialist
appoint such proxy states otherwise; (Proprietary) Limited.
• if an appointment of a proxy is revocable, a shareholder may revoke the proxy 13. Where there are joint holders of ordinary shares:
appointment by: (i) cancelling it in writing, or making a later inconsistent • any one holder may sign the form of proxy;
appointment of a proxy and (ii) delivering a copy of the revocation instrument
to the proxy and to the company; and • the vote(s) of the senior ordinary shareholders (for that purpose seniority will
be determined by the order in which the names of ordinary shareholders
• a proxy appointed by a shareholder is entitled to exercise, or abstain from appear in the company’s register of ordinary shareholders) who tenders a vote
exercising, any voting right of such shareholder without direction, except to (whether in person or by proxy) will be accepted to the exclusion of the vote(s)
the extent that the relevant company’s memorandum of incorporation, or the of the other joint shareholder(s).
instrument appointing the proxy, provides otherwise (see note 7).
Forms of proxy should be lodged with or mailed to The Meeting Specialist
2. The form of proxy must only be completed by shareholders who hold shares in Proprietary Limited:
certificated form or who are recorded on the sub-register in electronic form in
“own-name”. Hand deliveries to: Postal deliveries to:
The Meeting Specialist The Meeting Specialist
3. Shareholders who have dematerialised their shares through a CSDP or broker (Proprietary) Limited (Proprietary) Limited
without “own-name” registration and wish to attend the annual general meeting JSE Building PO Box 62043
must instruct their CSDP or broker to provide them with the relevant Letter of One Exchange Square Marshalltown
representation to attend the annual general meeting in person or by proxy. If Gwen Lane 2107
they do not wish to attend in person or by proxy, they must provide the CSDP or Sandown
broker with their voting instructions in terms of the relevant custody agreement 2196
entered into between them and the CSDP or broker. Should the CSDP or broker
not have provided the company with the details of the beneficial shareholding at or e-mailed to [email protected]
the specific request by the company, such shares may be disallowed to vote at the to be received by no later than 09:00 on Tuesday, 2 March 2021
annual general meeting. (or 48 (forty-eight) hours before any adjournment of the annual general meeting
4. A shareholder entitled to attend and vote at the annual general meeting may insert which date, if necessary, will be notified on SENS).
the name of a proxy or the names of two alternate proxies (none of whom need be A deletion of any printed matter and the completion of any blank space need not
a shareholder of the company) of the shareholder’s choice in the space provided, be signed or initialled. Any alteration or correction must be signed and not merely
with or without deleting “the chairperson of the meeting”. The person whose initialled.
name stands first on this form of proxy and who is present at the annual general
meeting will be entitled to act as proxy to the exclusion of those proxy(ies) whose The completion of a form of proxy does not preclude any shareholder from
names follow. Should this space be left blank, the proxy will be exercised by the attending the annual general meeting.
chairperson of the meeting. General
5. A shareholder is entitled to one vote in respect of each ordinary share held. A Set out below is additional information regarding quorum requirements and voting
shareholder’s instructions to the proxy must be indicated by the insertion of rights of shareholders.
the relevant number of votes exercisable by that shareholder in the appropriate Quorum requirements
space provided. If an “X” has been inserted in one of the blocks to a particular In terms of the company’s memorandum of incorporation:
resolution, it will indicate the voting of all the shares held by the shareholder “The quorum for a shareholders’ meeting to begin for a matter to be considered,
concerned. Failure to comply with this will be deemed to authorise the proxy to shall be at least 3 (three) shareholders entitled to attend and vote and present in
vote or to abstain from voting at the annual general meeting as he/she deems fit in person. In addition:
respect of all the shareholder’s votes exercisable thereat.
• a shareholders’ meeting may not begin until sufficient persons are present
A shareholder or the proxy is not obliged to use all the votes exercisable by the at the meeting to exercise, in aggregate, at least 25% (twenty-five percent)
shareholders or by the proxy, but the total of the votes cast and in respect of which of the voting rights that are entitled to be exercised in respect of at least one
abstention is recorded may not exceed the total of the votes exercisable by the matter to be decided at the meeting; and
shareholder or the proxy.
• a matter to be decided at a shareholders’ meeting may not begin to be
6. A vote given in terms of an instrument of proxy shall be valid in relation to considered unless sufficient persons are present at the meeting to exercise
the annual general meeting notwithstanding the death, insanity or other legal in aggregate, at least 25% (twenty-five percent) of all of the voting rights that
disability of the person granting it, or the revocation of the proxy, or the transfer are entitled to be exercised in respect of that matter at the time the matter is
of the ordinary shares in respect of which the proxy is given, unless notice as called on the agenda.”
to any of the aforementioned matters shall have been received by The Meeting
Specialist (Proprietary) Limited not less than 48 (forty-eight) hours before the Votes of shareholders
commencement of the annual general meeting. In terms of the company’s memorandum of incorporation every shareholder
present at the meeting who is entitled to vote shall be entitled to 1 (one) vote ,
7. If a shareholder does not indicate on this form that his/her proxy is to vote in irrespective of the number of voting rights that person would otherwise be entitled
favour of or against any resolution or to abstain from voting, or gives contradictory to exercise. Should the vote be conducted by poll, each shareholder present at
instructions, or should any further resolution(s) or any amendment(s) which may the meeting in person or by proxy shall be entitled to vote in accordance with the
properly be put before the annual general meeting be proposed, such proxy shall voting rights associated with the securities held by that shareholder.
be entitled to vote as he/she thinks fit.

SHAREHOLDERS’ DIARY
Annual general meeting 4 March 2021
Results reporting
Interim results to March 2021 on or about 19 May 2021
Annual results to September 2021 on or about 17 November 2021
Ordinary share dividend
2020 dividend
Last day to trade with dividend included 19 January 2021
Date of dividend payment 25 January 2021
2021 dividend
Last day to trade with dividend included 19 January 2022
Date of dividend payment 25 January 2022
Publication of 2021 Integrated Report on or about 10 December 2021

CORPORATE INFORMATION

(Incorporated in the Republic of South Africa)
Registration number: 2012/074392/06
JSE share code: RFG
ISIN: ZAE000191979
Registered address Pniel Road, Groot Drakenstein, 7680
Private Bag X3040, Paarl, 7620

Directors Dr YG Muthien* (Chairperson)
BAS Henderson (Chief Executive Officer)
MR Bower* (Lead Independent Director)
WP Hanekom (Deputy Chief Executive Officer)
TP Leeuw*
S Maitisa*
LA Makenete*
BN Njobe*
CC Schoombie (Chief Financial Officer)
CL Smart**
GJH Willis**

* Independent non-executive
** Non-executive

Company secretary BM Lakey
E-mail: [email protected]
Transfer secretaries Computershare Investor Services Proprietary Limited

Sponsor Rand Merchant Bank, a division of FirstRand Bank Limited
External auditors Deloitte & Touche

Ernst & Young Inc., with effect from 1 October 2020, subject to shareholder approval

Investor relations consultants Tier 1 Investor Relations
Graeme Lillie
Telephone: +27 (0) 21 702 3102
Email: [email protected]

www.rfg.com

RFG Integrated Report 2020

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2020 INTEGRATED REPORT

INTRODUCING OUR INTEGRATED REPORT

Reporting scope and boundary

Governance and reporting compliance

INTEGRATED REPORT 2020

The Integrated Report is supplemented by additional information

INTEGRATED REPORT 2020 1

Group turnover Regional turnover International turnover

+8.3% +6.6% +15.5%

Net foreign exchange losses of EBITDA Diluted HEPS

R54.6 million +10.3% +3.1%

2 INTEGRATED REPORT 2020

REGIONAL REGIONAL INTERNATIONAL

• Canned fruits and vegetables • Ready meals • Canned fruits

South Africa and South Africa Major global markets

• RFG’s own brands including Woolworths and premium branded customers

INTEGRATED REPORT 2020 3

Products exported to global markets*

Products sold in the rest of Africa** * Reflects percentage of international

4 INTEGRATED REPORT 2020

INTEGRATED REPORT 2020 5

RFG aims to be the supplier of choice for fresh, frozen and

1. DIVERSIFIED FOOD GROUP

2. VALUE-ADD MEAL SOLUTIONS

6 INTEGRATED REPORT 2020

4. PARTNERSHIPS WITH INDUSTRY LEADING CUSTOMERS

5. WORLD-CLASS MANUFACTURING FACILITIES

INTEGRATED REPORT 2020 7

ECONOMIC AND TRADING

• Temporary closure of • Current weak economic • Product recall owing to compromised

lockdown is adversely affecting

during lockdown and diversity customers are more resilient to reputable suppliers

8 INTEGRATED REPORT 2020

• Fluctuations in the • Natural disasters, • Impact on production • Security of water supply

customers owing to • Rising utility costs

of imported content of categories to reduce and communicated to • Generators installed at

INTEGRATED REPORT 2020 9

1 MARKET-LEADING BRANDS SUPPORTED BY PRODUCT AND PACKAGING INNOVATION

2 WORLD-CLASS PRODUCTION FACILITIES WITH CAPACITY FOR GROWTH

3 ORGANIC AND ACQUISITIVE GROWTH SUPPORTED BY CAPITAL INVESTMENT

4 ATTRACTIVE CORE MARKETS WITH LONG-TERM GROWTH POTENTIAL

5 LONG-TERM RELATIONSHIPS WITH DOMESTIC AND INTERNATIONAL CUSTOMERS

6 EXPERIENCED MANAGEMENT TEAM WITH STRONG SUCCESSION PIPELINE

10 INTEGRATED REPORT 2020

12 INTEGRATED REPORT 2020

INTEGRATED REPORT 2020 13

Employee health and safety

Financial relief for employees

Stable supply of products

14 INTEGRATED REPORT 2020

INTEGRATED REPORT 2020 15

16 INTEGRATED REPORT 2020

INTEGRATED REPORT 2020 17

BRUCE HENDERSON (56)

MARK BOWER (65)

PIETER HANEKOM (56)

THABO LEEUW (57)

SELOMANE MAITISA (57)

18 INTEGRATED REPORT 2020

BONGIWE NJOBE (58)

Products sold in the rest of Africa** * Reflects percentage of international