RCL Foods : 2022 Assurance Report on Pro Forma Information (0.17mb)

To the Directors of RCL Foods Limited

Report on the Assurance Engagement on the Compilation of Pro forma financial information included in the RCL Foods Limited Group Financial Results and Cash Dividend Declaration for the year ended June 2022

We have completed our assurance engagement to report on the compilation of the pro forma financial information of RCL Foods Limited (the "Company") by the directors. The pro forma financial information, as set out on pages 1, 6, and 17 to 18 of the RCL Foods Limited Group Financial Results and Cash Dividend Declaration for the year ended June 2022, consists of the impact of material once- offs and accounting adjustments on the profit for the period attributable to equity holders of the Company, earnings per share (EPS), EBITDA, headline earnings and headline earnings per share (HEPS) of the Company for the year ended June 2022. The applicable criteria on the basis of which the directors have compiled the pro forma financial information are specified in the JSE Limited ("JSE") Listings Requirements and described in the RCL Foods Limited Group Financial Results and Cash Dividend Declaration for the year ended June 2022.

The pro forma financial information has been compiled by the directors to illustrate the impact of the following material once-offs and accounting adjustments on the underlying results:

• COVID-19direct costs;
• Cash-generatingunit impairments / impairment reversals
• Komati fire insurance proceeds

As part of this process, information about the Company's financial position and financial performance has been extracted by the directors from the Company's financial statements for the year ended June 2022, on which an audit report has been published.

Directors' responsibility

The directors of the Company are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in the RCL Foods Limited Group Financial Results and Cash Dividend Declaration for the year ended June 2022.

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors, issued by the Independent Regulatory Board for Auditors' (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards). The firm applies International Standard on Quality Control 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant's responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis of the applicable criteria specified

PricewaterhouseCoopers Inc.,

34 Richefond Circle, Ridgeside Office Park, Umhlanga Rocks, 4319, P O Box 1274, Umhlanga Rocks, 4319 T: [phone], F: [phone], www.pwc.co.za

Chief Executive Officer: L S Machaba

The Company's principal place of business is at 4 Lisbon Lane, Waterfall City, Jukskei View, where a list of directors' names is available for inspection. Reg. no. 1998/012055/21, VAT reg.no. 4950174682

in the JSE Listings Requirements and described in the RCL Foods Limited Group Financial Results and Cash Dividend Declaration for the year ended June 2022 based on our procedures performed.

We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of pro forma financial information Included in a Prospectus issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information is solely to illustrate the impact the Pro Forma Adjustments have on the Company's underlying financial results in order to provide users with relevant information and measures used by the Company to assess performance. Accordingly, we do not provide any assurance that the financial information on a pro forma basis would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the Pro forma financial information provide a reasonable basis for presenting the financial information on a pro forma basis, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and
• The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on our judgment, having regard to our understanding of the nature of the Company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in the RCL Foods Limited Group Financial Results and Cash Dividend Declaration for the year ended June 2022.

PricewaterhouseCoopers Inc.

Director: Rodney Klute

Registered Auditor

Durban, South Africa

5 September 2022