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UPDATE REGARDING SPECIFIC REPURCHASE OF SHARES

Terms defined and used in the announcement released on the Stock Exchange News Service on 26 March
2020 have been used in this announcement.

1. INTRODUCTION AND BACKGROUND

Shareholders are referred to the announcement released on the Stock Exchange News Service on 26 March 2020 in which they were advised that the Company had entered into various Repurchase Agreements in terms of which RCL has agreed to effect a Specific Repurchase of an aggregate of 14,480,259 Repurchase Shares from the Sellers.

The Sellers (which include RCL executive directors Miles Dally and Robert Hilton Field) are individual participants in the Company’s Conditional Share Plan (“CSP”). Pursuant to the vesting of awards under the Company’s CSP, the Sellers have received ordinary shares in the Company. The Company’s extremely limited free float and lack of tradability severely restrict the ability of the individual participants to trade in these shares.

Accordingly, and subject to certain conditions precedent including the approval of Shareholders in general meeting, the Company will effect a Specific Repurchase of the Repurchase Shares from the Sellers, for an aggregate R149,001,865.11, representing R10.29 per Repurchase Share.

 

2. VOTING AT THE GENERAL MEETING

The board of directors of RCL (“Board”) has given careful consideration to the concerns, raised both directly with the Company and indirectly through various media, that the Specific Repurchase affords the Sellers an opportunity to exit their investments in RCL, despite its lack of liquidity, and that the resolutions required to give effect to the Specific Repurchase will be passed on the basis of the votes exercisable by the Company’s largest shareholder, Remgro Limited (“Remgro”). The Board was of the opinion that all non-management Shareholders would participate proportionally in the effect of the Specific Repurchase.

In order to address these concerns, and to provide reassurance to all Shareholders that the Specific Repurchase will be effected in a fair and transparent manner, the Board has noted Remgro’s indication that it will abstain from voting at the general meeting. The RCL shares held by Remgro, representing approximately 71% of the Company’s issued share capital, will therefore not be taken into account in determining whether the resolutions to be proposed at the general meeting are passed by the requisite number of votes.

To the extent that the resolutions to be proposed at the general meeting are not passed by the requisite number of votes, and that the Specific Repurchase is therefore not authorised and implemented, Shareholders are advised that Remgro has indicated its intention to acquire from the Sellers at least such number of their RCL shares as will enable them to meet their tax liabilities arising from the vesting of their CSP awards. The Company will neither facilitate nor be a party to this process.

Shareholders are reminded that the circular setting out the details of the Specific Repurchase and incorporating a notice convening a general meeting of Shareholders will be dispatched to Shareholders on or about Friday, 24 April 2020. The general meeting will be held at Ten The Boulevard, Westway Office Park, Westville, KwaZulu-Natal on or about Tuesday, 26 May 2020 at 10:00 (electronic communication facilities will be available) to consider and, if deemed appropriate, approve the resolutions required to implement the Specific Repurchase.