2014integratedannualreportresults (1) TSB

RCL Foods Limited
Integrated Annual Report

for the year ended 30 June 2014
REPORTING APPROACH
The aim of the integrated annual report is to provide
stakeholders with a balanced and holistic view of the
financial, social, environmental and economic impacts of
RCL Foods Limited (RCL Foods or Group) to enable
them to obtain a better understanding of the Groups
long-term prospects.
RCL Foods has four operating subsidiaries, Foodcorp
Proprietary Limited (Foodcorp), Rainbow Farms
Proprietary Limited (Rainbow), Vector Logistics
Proprietary Limited (Vector) and with effect from
1 January 2014, TSB Sugar RSA Proprietary Limited
(TSB). This report covers performance for the year
ended 30 June 2014 and provides a view of operations
of the Group with relevant comparisons to the previous
period. A profile of the Group is set out on pages 6 to 13.
In compiling this report, RCL Foods has considered the
following:
International Financial Reporting Standards (IFRS) in
respect of the annual financial statements.
The JSE Limited Listings Requirements.
King III.
The Companies Act, 2008, as amended.
Sustainability Reporting Guidelines developed by the
Global Reporting Initiative (GRI).
The International Integrated Reporting Framework.
Matters that substantially affect the Groups ability to
create and sustain value over the short, medium and
long term were considered material.
Assurance and approval
The information in the Groups Integrated Annual Report
has been verified by a combination of internal and
external assurance providers. Details of the assurance
element and providers are set out in the relevant
sections of the Integrated Annual Report and the
Sustainability report.
The Board acknowledges its responsibility for the
content of RCL Foods Integrated Annual Report. The
Board has assessed the content of this report and
believes that it addresses all material issues and fairly
presents the integrated performance of the Group. The
Board has authorised the release of this report at the
RCL Foods Board meeting held on 27 August 2014.
RCL Foods values feedback and therefore welcomes
any questions or comments regarding this report. These
can be emailed to the Company Secretary, John Maher,
at john.maher@rclfoods.com. Stakeholders are also
directed to the Groups website www.rclfoods.com for
this report and other relevant additional supporting
documents and compliance information such as the
Groups sustainability report for the 2014 financial year,
King III application table and committee charters.
CONTENTS 2014
REPORTING
Reporting approach
RCL Foods ambition
outside flap
inside front cover
Opportunity
At a glance
Five-year review
Strategic overview
Operating company overview

Foodcorp
Rainbow
TSB
10
Vector
12
Key performance indicators

financial
14
non-financial
15
Definitions, ratios and statistics
16
Share and shareholder information
17
GOVERNANCE
Directorate
18
Chairmans report
20
Chief Executive Officers review
22
Chief Financial Officers review

(including pro forma results)
36
Corporate governance report
53
Sustainability into strategy
66
Remuneration report
69
FINANCIAL STATEMENTS
72
Notice to shareholders
Form of proxy
174
attached
Shareholders diary
inside back cover
Corporate information
inside back cover
RCL Foods ambition is to

build an African food business
of scale with compelling
brands and a sustainable
value chain that delivers to
consumer and customer needs.
The Group is listed on the JSE
and is a subsidiary of Remgro Limited.
It is the holding company of four
principal operating subsidiaries:
Foodcorp Proprietary Limited,
Rainbow Farms Proprietary Limited,
TSB Sugar RSA Proprietary Limited,
and Vector Logistics Proprietary
Limited.
a bowl
AFRICA IN 2050
POPULATION
WILL MORE
THAN DOUBLE TO
2 billion
22% of
WORLDS
POPULATION
WORKFORCE WILL
BECOME THE
LARGEST IN
THE WORLD
25% of the
WORLDS WORKERS
filled abundantly
Representing the rising opportunity in
Africa and the desire to sustain its people
POTENTIAL TO BECOME
AN AGRICULTURE
POWER HOUSE WITH
60% of the
WORLDS AVAILABLE
FARMLAND
OUR SOUTH AFRICAN OPERATIONS

OUR AFRICAN VENTURES
OPPORTUNITY
TM
CHINA
MEXICO
WESTERN
EUROPE
FOOD
DEMAND IS
PREDICTED
TO INCREASE
BY
INDIA
EASTERN
EUROPE
UNITED
STATES
JAPAN
50% by
2030
and
1 IN EVERY 4 PEOPLE
70% by
2050
IN SUB-SAHARAN AFRICA
LACKS ADEQUATE FOOD
FOR A HEALTHY
LIFESTYLE
RCL Foods Integrated Annual Report 2014
AT A GLANCE
GROUP REVENUE
STATUTORY
R19,7
billion
HEBITDA
R1,1
billion
HEBITDA MARGIN
EPS
5,6% (41,4)
cents
Salient features
Foodcorp traded below expectation amidst
tough trading conditions
Vectors underlying results were pleasing with

new customers providing growth
Rainbows results have improved but remain

depressed
Acquisition of 49% of Botswanabased

Senn Foods Logistics, results to be included
from 2015 financial year
TSBs six months results have been

compromised by the high level of imports,
the three-month off-crop season from
January to March, and the impact of the
sugar industry strike
Cash generated by operations increased by

75,4%
Key financial issues

RCL Foods 2014 financial results have been materially affected by the following:
Redemption of Foodcorps Euro denominated Senior Secured Notes (SSNs) at the earliest opportunity
SSNs redeemed in two tranches, 10% @ 103% in November 2013 and the remaining 90% @ 108,75%
in April 2014, which crystallised material forex losses (net of hedges)
Restructuring of the BEE shareholdings resulting in material IFRS 2 charges
Transaction costs associated with these transactions, as well as with the buy-out of the remaining
35,8% minority interest in Foodcorp, the acquisition of TSB and the R790,2 million pro rata minority
rights offer
Pro forma financial results have been provided on page 45 to give shareholders a better
understanding of the underlying financial performance.
GROUP REVENUE
PRO FORMA
R22,6 R1,4
billion
HEBITDA
billion
HEBITDA MARGIN
EPS
6,2% 50,2
cents
FIVE-YEAR REVIEW
2014
R000
****2013
R000
***2012
R000
**2011
R000
*2010
R000
5 132 889
5 776 041
498 803
8 678
347 819
356 013
1 555
7 788 962
3 647 206
5 816 643
1 824 072
317 318
1 600 008
287 444
1 464 929
287 444
7 794 864
3 054 901
2 880 851
2 663 483
19 910 760
17 391 995
5 196 291
4 768 303
4 415 856
9 436 286
367 556
1 362 670
225 776
35 260
5 153
8 478 059
7 045 420
5 588 248
1 281 318
170 335
24 398
2 896
65
428
128
117
642
673
811
2 856 333
2 660 182
372 198
102 162
320 322
94 670
3 282 276
1 683 048
1 437 610
1 340 682
19 910 760
17 391 995
5 196 291
4 768 303
4 415 856
19 719 965
10 108 812
7 855 142
8 621 389
6 952 789
1 122 220
(588 177)
445 347
(278 294)
614 510
(200 286)
762 617
(210 340)
677 111
(157 425)
534 043
(1 043 458)
148 283
16 854
(6 520)
167 053
(153 675)
53 874
414 224
(11 358)
7 370
552 277
(1 808)
21 520
519 686
(900)
14 877
(Loss)/profit before tax

Income tax expense
(350 798)
44 061
67 252
(75 435)
410 236
(143 469)
571 989
(188 139)
533 663
(178 155)
(Loss)/profit for the year from

continuing operations
Profit for the year from discontinued operation
(306 737)
29 755
(8 183)
15 311
266 767
383 850
355 508
(276 982)
7 128
266 767
383 850
355 508
(289 039)
12 057
27 246
(20 118)
266 767
383 850
355 508
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
Assets
Property, plant and equipment
Intangible assets
Biological assets
Deferred income tax asset
Investment in joint ventures
Investment in associate
Long-term loans
Current assets
Total assets
Equity and liabilities
Equity
Interest-bearing liabilities long-term
Deferred income tax liabilities
Retirement benefit obligations
Trade and other payables long-term
Deferred income long-term
Current liabilities
Total equity and liabilities
4 327
128 955
CONSOLIDATED INCOME STATEMENTS

Continuing
Revenue
Operating profit before depreciation
and amortisation (EBITDA)
Depreciation, amortisation and impairment
Operating profit
Finance costs
Finance income
Share of profits of joint ventures
Share of loss of associate
(Loss)/profit for the year

(Loss)/profit for the year attributable to:
Equity holders of the company
Non-controlling interests
*
**
***
****
12 months to 31 March.
15 months to 30 June.
From 2012, periods are 12 months to 30 June.
Restated, refer to note 36, 39 and 41 of the consolidated financial statements.
2015+
STRATEGIC OVERVIEW
Value Creation Focus
Creation of RCL Foods
2012 to 2014
One Company Philosophy
Remgros chosen
platform for Food in
sub-Saharan Africa
Africa Strategy
Acquisition of
Foodcorp and TSB
JVs in Zambia
(chicken) and Botswana
(distribution) and noncontrolling interest
in Swaziland (sugar)
F15 Deliverables
Implement new
organisation
Improve
underlying
performance
Vector and
Africa scaled
Implement destination organisation

Restructure for focus; optimise benefits and costs
Deliver on opportunities and synergies
Execute category growth strategy (including acquisitions)

Increase investment behind brands
Continue with Rainbow recovery
Distribution and synergies across Group

Sales and merchandising service for entire Group
Continue to drive Africa agenda and investment
What differentiates us?

PORTFOLIO OF
LEADING CONSUMER
BRANDS
UNIQUE,
INTEGRATED BUSINESS
MODEL
SIGNIFICANT
PLATFORM FOR
EXPANSION
Leading market position in

many categories
Own the route to market

through integrated outbound
supply chain
The transformational
acquisitions of Foodcorp
and TSB have established a
business of significant size
and scale with diversification
to counter cyclicality
Best known brands that

span staples to top-end,
value-added offerings
Strategic customer
relationships
Emerging middle-class
displays strong brand loyalty
World-class technology and

systems delivering a highly
efficient distribution service
POSITIONED TO
DELIVER ON THE
AFRICAN OPPORTUNITY
EXPERIENCED
MANAGEMENT TEAM
WITH STRONG OPERATIONAL TRACK RECORD
SUPPORT OF A
HIGHLY REGARDED
STRATEGIC
SHAREHOLDER
Management team has

extensive knowledge and
experience in the South
African food industry
Remgro is a highly regarded

investment holding company
with substantial size and
influence
Delivered steady, throughthe-cycle revenue growth
Adds value by providing

strategic guidance and
financial support
RCL Foods is currently

pursuing a number of
projects in sub-Saharan
Africa in addition to the
greenfield sugar cane project
in Mozambique
Extensive research and
analysis to identify suitable
investment opportunities
against very specific criteria
Depth of management
with experienced senior
management at every
business segment level
Opportunity to realise
synergies (distribution,
sourcing, IT systems, funding)
across the Group
An investment partner of choice
General operating environment
Prospects
General economic environment in South Africa

remains challenged
Sustainable improvement in consumer spending

is unlikely: the impact of this is pervasive across all
RCL Foods segments.
Labour unrest
High unemployment
Depreciating currency
Pedestrian growth of the SA economy
All adding pressure on already stretched consumers
Above inflation cost increases continue (fuel/power)
Commodity market volatility ongoing
Customers/competitors aggressively fighting for
volume/market share
Poultry industry remains in crisis: the recently announced

anti-dumping protection will be key to the survival of
the industry.
A good production season is expected for TSB: a lower
level of sugar imports signifies normalisation in the
market and better marketing conditions are expected.
Redemption of Foodcorps Euro denominated debt
has removed the significant foreign currency valuation
volatility: will result in a more stable and a lower cost
of funding.
RCL Foods continues to explore opportunities
in strategic growth markets in the food sector
in South Africa and sub-Saharan Africa: in line with
long-term aspirations.
OPERATING COMPANY OVERVIEW
Revenue
Operating profit
2014
Pro forma
R million
2014
Actual
R million
7 768,0
449,9
7 768,0
455,2
2013*
R million
1 217,5
99,8
* Two months only
The opportunity
Foodcorp will drive innovation in existing brands and categories and expand into new categories.
Being part of RCL Foods enables greater product innovation and investment in new opportunities.
Sizeable capital investments in 2013/4 to expand factories and milling capacity.
Opportunity to harness the selling, distribution and credit management synergies across the Group.
Overview
Foodcorp is a leading manufacturer of quality branded
and private label food products.
Product range includes:
Peanut butter, pet food, mayonnaise, edible oils, breads,
bakery products and wheat flour.
Certain traditional SA products such as rusks, sorghum
meal, mageu and white maize meal.
Manufactures and sells a wide range of quality
convenience ready-to-eat products, speciality breads
and cakes for Woolworths and other retailers.
Foodcorp positions products to appeal to the mass

consumer market, representing approximately 70%
of the total South African population.
Foodcorp supplies most products nationally to major
retail and wholesale outlets, independent retailers,
forecourts and the food services industry.
Managed through six divisions Grocery, Pie, Beverage,
Milling, Baking and Speciality.
GROCERY
PIE
BEVERAGE
The Grocery Division consists of

a portfolio of well-recognised
brands with market-leading
positions. Includes a wide range
of grain and edible oil based
products, sorghum, peanut
butter, rusks, a range of pet
foods, as well as salad dressings,
dips and spreads.
The Pie Division produces

a range of high quality,
predominantly meat pies under
the Piemans brand that are
sold in these three formats:
frozen unbaked, frozen baked
and chilled baked.
The Beverage Division

produces a maize-based health
drink under the Mageu No 1,
Smooth, Phuzimpilo and
Mnandi brands.
MILLING
BAKING
SPECIALITY
The Milling Division operates

the largest single site flour mill
in Southern Africa and a maize
mill, both based at the same site
in Pretoria.
The Baking Division is the

fourth largest bakery in the
country, operating seven
bakeries and distributing
its products in five of the
countrys provinces.
The Speciality Division produces

a range of superior ready-to-eat
products mainly for Woolworths.
The product range includes
sandwiches, muffins, desserts,
snack foods, scones, rye breads,
cake products, pastries and
croissants.
New product launches in 2014
American
Cookies
Ultra
Dog
Yum Yum
Double Crunch
Canine
Cuisine
Nola
Tangy
Supreme
Turbo
OPERATING COMPANY OVERVIEW continued
Revenue
Operating profit pre IAS 39
2014
Pro forma
R million
2014
Actual
R million
2013
R million
8 732,9
96,2
8 732,9
99,4
8 143,6
(12,5)
The opportunity
Consumption and long-term volume growth trends expected to continue.
Focus on added value products and strategic customers (quick service restaurants).
Industry at a cyclical low, affected by dumping and record feed input costs.
Tariffs and anti-dumping protection are key to restoration of acceptable profit margins.
New season crops anticipated to restore global feed raw material stock levels.
Recently announced injection cap is a positive development.
Overview
Rainbow chickens are delicious roast dinners, juicy chicken
burgers, crispy nuggets and succulent braais. Rainbow is
not just a company that produces 4 million birds per week;
it creates 4 million memorable meal occasions per week.
With these inspired insights, Rainbow is evolving into a
consumer-driven company that recognises that consumers
are much more than just people at the end of the supply
chain. They are the single reason for it.
Rainbow believes that the consumer is at the heart of the

business and without them there would be no business.
Only through truly understanding our customers and
consumers can we deliver meaningful innovation and keep
building a sustainable and profitable business.
Integrated supply chain from farm to fork

GP OPERATIONS
GRANDPARENT
CHICKS
GRANDPARENT FARMS
Rearing
Hatching
Laying
21 weeks
40 weeks
3 weeks
Worlds oldest pedigree broiler breed

Located in Carolina and East London to ensure optimal bio-security
AGRICULTURE
PARENT FARMS
BROILER FARMS
Growing
34 days
Hatching
Laying
3 weeks
Rearing
40 weeks
21 weeks
3 broad agricultural regions: Northern, KZN, W Cape
5 feed mills producing 1,1 million tons pa

Around 80% of production to Rainbow
FEED SUPPLY
PROCESSING
Broilers
Processing
4 plants + 2 FP plants
Distribution
New product launches in 2014
OPERATING COMPANY OVERVIEW continued
Revenue
Operating profit
2014
Pro forma
R million
2014
Actual
R million
2013
R million
5 421,4
213,6
2 482,1
79,5
n/a
n/a
The opportunity
Synergies with balance of RCL Foods businesses.
Significant growth potential into Africa.
Greenfield sugar cane development project in the Massingir District of Mozambique. The project is still in
the feasibility phase.
Overview
TSB is a market leader in sugar cane agriculture,
production, marketing, sales and distribution. It is
strategically located in the northern irrigation region of
South Africa, with its head office at Malalane.
Main production takes place in the Nkomazi area (Malalane
and Komati mills) in the Mozambican corridor and in close
proximity to Swaziland. The Pongola Mill is situated in the
north of KwaZulu-Natal, close to the southern border of
Swaziland. The Malalane and Pongola mills each have a
refinery and a packaging plant, with a total production
10
capacity of approximately 700 000 tons of sugar per

annum.
The company has a strong portfolio of market-leading
brands. Quality Sugars, a majority-owned subsidiary,
markets sugar under the Selati brand and Molatek
produces animal feeds from by-products of the sugar
manufacturing process.
The company employs approximately 3 800 permanent
staff members and makes a substantial contribution to the
economies of the areas in which it operates.
Molatek Sales (%)
Molatek Animal Feeds Products

Molatek sells 300 000 tons of manufactured product
17
32
Products are sold in bulk bags (kg)
Bulk bags
Energy feeds
14
40
Concentrates
50
Lick supplements
38
Quality Sugars, Sugar Marketing and Specialities
White Sugar
Brown Sugar
Sticks
Castor and Icing
Specialty Brown
Sweetener
11
OPERATING COMPANTY OVERVIEW continued
Revenue
Operating profit
2014
Pro forma
R million
2014
Actual
R million
2013
R million
1 699,9
147,6
1 699,9
149,1
1 476,9
142,9
The opportunity
Opportunity to leverage Vectors business model and skills into the ambient area within Foodcorp
and TSB.
Significant investment in new capacity and systems will facilitate higher volumes and improved
operational efficiency (c.R13 billion value of goods moved through Vector system annually).
Well-positioned for future growth.
Overview
Vector offers a fully integrated and cost effective outbound supply chain service to customers and principals spanning the
following services:
Manufacturers Plant Based Cold Storage (PBCS)
Principal Secondary Distribution (PSD)
Primary Warehousing (VCS)
Customer Secondary Distribution (CSD)
Primary Transport (VPT)
Sales Solutions (VSS)

Credit & Information Management
Infrastructure
National footprint including Namibia
plant-based
cold stores
distribution
sites
235 000
Tonnage
cases
delivered daily
(61m cases pa)
12
16
632 000
tons pa
Capacity
101 302
pallets
Fleet of
401
vehicles (primary
131/secondary 270)
Employees
4 461
ISO 22000
and ISO 22002
accreditation for
all warehouses
Customer
drop points
7 000
ISO 14001 and
OHSAS 18001
across Peninsula,
Midrand, Thekwini
and Roodepoort
Customers
Principals
NAMIB POULTRY
Customer Secondary Distribution (CSD)
Principal Secondary Distribution (PSD)
Vector is contracted by the customer to deliver

their full basket of products directly to the outlets.
Vector is contracted by the principal to deliver

to all retailers, wholesalers and general trade.
New customers in 2014 Burger King national

roll-out and Captain DoRegos.
New principals added during 2014 include Sea Harvest

and Natures Garden.
13
KEY PERFORMANCE INDICATORS FINANCIAL
2013
2014
2013
2014
60,0
84,0
76,0
534,0
2013
20,0
2014
14
669,3
2013
2014
14,1
2011*
2012
2013
2014
Return on equity (%)
2010
2011*
2014
2012
(3,5)
2013
0,5
9,3
(332,6)
2012
2010
(3,7)
2014
18,8
388,8
267,1
351,5
2011*
2012
1,0
2013
20,0
2012
Headline earnings from continuing operations

attributable to the equity holders of the company
(R million)
2010
2011*
13,9
2011*
5,6
4,4
2010
2010
Return on net assets (%)
7,8
8,8
9,7
HEBITDA margin (%)
2012
Cash generated by operations (R million)
525,9
1 122,2
445,3
614,5
2012
2011*
20,1
2011*
2010
13,8
2010
762,6
677,1
EBITDA (R million)
2014
506,4
2013
643,3
2012
1 174,0
2011*
2012
167,1
552,3
2010
2011*
Dividends per share (cents)

414,2
520,0
EBIT (R million)
2010
(47,7)
2014
4,8
2013
88,4
2012
132,7
19 720
2011*
10 109
7 855
2010
8 621
6 953
Revenue (R million)
Headline earnings per share from continuing

operations attributable to equity holders of
the company (R million)
120,4
* 15 months.
2013
2014
KEY PERFORMANCE INDICATORS NON-FINANCIAL
2014
Rm
Restated*
2013
Rm
ECONOMIC PERFORMANCE INDICATORS

Impact on suppliers
Total paid to suppliers
Major sources of suppliers#:
transport
total contract growers
BEE contract growers
electricity
Impact on employees
Total payroll and benefits
Impact on providers of capital
Total interest paid to funders
Total dividends to ordinary shareholders
Reserves
Impact on public sector
Tax (excluding VAT)
Impact on community
Social responsibility expenditure#
16031
8056
2176
756
143
685
436
166
59
285
2739
1572
1043
(461)
154
94
(67)
(44)
75
11
8500 466
8225608
gWh
gWh
tons
k
k
571503
164000
124078
4 767
15193
349429
tons
tons
tons
k
%
435
476
690
2465 135
29
nil
352
455
654
2340960
29
nil
17958
4650
78
16
13308
248
74
14
ENVIRONMENTAL PERFORMANCE INDICATORS#

Water consumption
Energy consumption
electricity (Eskom)
electricity (own generation)
coal
gas
diesel
Recycled waste products
cardboard waste
plastic waste
scrap metal and timber
treated water for recycling
treated water as a percentage of total water consumption
Non-compliance, prosecution and fines
47860
18608
5885
SOCIAL PERFORMANCE INDICATORS#

Full-time employees
Net full-time employment increase
Bargaining unit employees
Training expenditure
Disabling incident frequency rate
Foodcorp
Rainbow/Vector
TSB
Number of working days lost through strike action
%
Rm
2,1
1,8
1,2
54
Restated for IAS 19R (Employee benefits).
2013 statistics excludes Foodcorp.
2014 statistics include 6 months for TSB and 12 months for all other Group companies.
1,7
62
15
DEFINITIONS, RATIOS AND STATISTICS
SHAREHOLDER RATIOS
Headline earnings per share from continuing operations
Headline earnings from continuing operations divided by weighted average ordinary shares in issue
Dividend cover
Headline earnings per share from continuing operations divided by dividends per share
Net asset value per share
Ordinary shareholders equity divided by ordinary shares in issue at year-end
STATEMENT OF FINANCIAL POSITION

Total assets
Non-current and current assets
Total liabilities
Non-current and current liabilities
Net assets
Total assets less total liabilities
INCOME STATEMENT
Operating profit (EBIT)
Operating profit is earnings before interest and tax
RESULTS RATIOS
Headline EBITDA margin
Earnings before interest, tax, depreciation, amortisation, impairment and headline adjustments (before tax) expressed
as a percentage of revenue
Operating profit margin
Operating profit expressed as a percentage of revenue
Return on net assets
Profit before tax, expressed as a percentage of net assets
Net asset turn
Revenue divided by net assets
Return on equity
Profit attributable to equity holders of the company expressed as a percentage of average total equity
SHARE INFORMATION
PE ratio
Market share price at year-end divided by headline earnings per share from continuing operations
16
SHARE AND SHAREHOLDER INFORMATION
****2014
***2013
***2012
**2011
*2010
4,8
132,7
84,0
1,6
971,8
120,4
76,0
1,6
909,3
SHAREHOLDER RATIOS
Headline earnings per share
from continuing operations*****
Dividends per share
Dividend cover
Net asset value per share
cents
cents
times
cents
(47,7)
20,0
(2,4)
1 098,8
1 226,9
88,4
60,0
1,5
985,2
R million
R million
R million
R million
R million
19 911
10 475
9 436
1 174
672
17 392
10 347
7 045
669
486
5 196
2 300
2 896
506
481
4 768
1 912
2 856
643
360
4 416
1 756
2 660
526
251
R million
R million
19 720
534
10 109
167
7 855
414
8 621
552
6 953
520
STATEMENT OF
FINANCIAL POSITION
Total assets
Total liabilities
Net assets
Cash generated by operations
Capital expenditure
INCOME STATEMENT
Revenue
Operating profit
Headline (loss)/earnings from
continuing operations
R million
(333)
19
267
389
352
%
%
%
times
%
5,6
2,7
(3,7)
2,1
(3,5)
4,4
1,7
1,0
1,4
0,5
7,8
5,3
14,1
2,7
9,3
8,8
6,4
20,0
3,0
13,9
9,7
7,5
20,1
2,6
13,8
RESULTS RATIOS
Return on net assets
Net asset turn
Return on equity
SHARE INFORMATION
Number of ordinary shares
weighted average in issue*****
diluted weighted average in issue*****
at year-end******
Market share price
at year-end
highest
lowest
Number of shares traded
Value of shares traded
R
Total transactions
Number of shares traded as a
percentage of issued shares
PE ratio
000
000
000
697 988
697 988
858 810
391 076
392 189
574 256
302 193
302 876
294 992
293 075
295 018
293 926
291 918
293 694
292 563
cents
cents
cents
000
million
000
1 580
1 900
1 302
48 438
798
13 802
1 550
1 751
1 249
46 036
688
12 340
1 455
1 799
1 400
11 364
174
2 917
1 610
1 875
1 495
25 812
421
3 243
1 590
1 690
1 390
17 072
271
3 500
8,0
322,9
3,9
16,0
8,8
12,2
5,8
13,3
5,6
(33,1)
12 months to 31 March.
**
15 months to 30 June.
***
12 months to 30 June. Restated, refer to note 36, 39 and 41 of the consolidated financial statements.
**** 12 months to 30 June.

***** Year 2012 figures adjusted for impact of the rights issue.
****** Excludes 44 681 162 shares issued to RCL Employee Share Trust, 19 149 069 shares issued to Business Venture
Investments 1763 Proprietary Limited and 6 928 406 shares issued to Malongoana Investments RF Proprietary
Limited in terms of the BEE scheme (refer to note 35 of the consolidated financial statements).
For further details pertaining to shareholder information refer to note 37 of the consolidated financial statements.
17
DIRECTORATE
11
9
2
5
1
1. JJ (Jannie) Durand (47)
2. NP (Peter) Mageza (59) *#
3. DTV (Derrick) Msibi (45)
Independent non-executive director
BAcc (Hons), MPhil (Oxon), CA(SA)
ACCA (UK)
BBusSc, BCom (Hons), MCom, CA(SA)
Appointed: June 2012
Appointed: September 2009
Appointed: August 2013
Directorships: Anglo American Platinum

Limited, Eqstra Holdings Limited, MTN
Group Limited, Remgro Limited and
SAPPI Limited.
Directorships: Investment Solutions

Holdings and subsidiaries, Bakwena
Platinum Concessionaire Company
Proprietary Limited and Real People
Holdings Proprietary Limited.
Non-executive Chairman
Directorships: Chief Executive Officer

of Remgro Limited and currently a
director of a number of companies
including Discovery Holdings Limited,
Distell Group Limited, Grindrod
Limited, Mediclinic International
Limited, RMI Holdings Limited and
Unilever SA Holdings Proprietary
Limited.
Jannie is a Chartered Accountant and
was previously the Chief Investment
Officer of Remgro Limited. He was
also previously the Financial Director
and Chief Executive Officer of VenFin
Limited. Prior to his appointment as
Chairman, Jannie had served as a nonexecutive director of RCL Foods since
March 2010.
18
10
Peter was formerly the Chief Operations

Officer of the Absa Group. He is a
Chartered Certified Accountant and a
Fellow of The Association of Chartered
Certified Accountants (ACCA) UK.
He has gained extensive experience
through holding various executive
positions in the audit, financial services
and the transport and logistics sectors.
Derrick is currently Managing Director

of Investment Solutions, South Africas
largest multi-management investment
firm. He has extensive business
experience gained in the financial
services industry over the last 18 years
where he worked as an analyst, portfolio
manager and director of Old Mutual
Investment Group. His board experience
covers industrial, infrastructure and
private companies where he served
as a non-executive director. He also
represents Investment Solutions on key
industry bodies.
4. MM (Manana) Nhlanhla (62)
7. HJ (Hein) Carse (53)
10. M (Miles) Dally (57) ^
Non-executive director
Executive director
BSc, MA (Information Science)
M Ing (US), MBA (UP)
Chief Executive Officer
Appointed: May 2005
Appointed: February 2013
BCom
Directorships: Mion Investments, Batho

Bonke Limited, Smit Amandla Marine,
Manyoro Limited and Times Media
Group.
Directorships: Air Products SA

Proprietary Limited (ALT), Sabido
Investments Proprietary Limited,
Seacom Limited.
Appointed: February 2003
Manana is a former university lecturer

in Information Science. Over the past
10 years Manana has been involved in
building Mion Holdings, an investment
company based in KwaZulu-Natal, with
investments mainly in maritime, gaming
and property.
Hein joined Rupert International in 1996

and continued to serve the Remgro
Group in the capacity of Investment
Manager of VenFin Limited until
November 2009, when he assumed
his current position as an Investment
Manager of Remgro Limited. He has
gained extensive knowledge through
holding positions on various boards and
committees during his career.
5. RV (Roy) Smither (69) *^#

CA(SA)
Appointed: December 2008
Directorship: Nampak Limited
Roy has a wealth of corporate
experience, having served as a director
and CEO of the ICS Group from 1987
to 1998 and as an executive director of
Tiger Brands from 1998 to 2006.
6. GM (George) Steyn (55)

BA (Law) LLB
Appointed: August 2013
Directorships: Du Toit Group
Proprietary Limited, Kaap Agri
Limited (Chairman), Pepkor Holdings
Proprietary Limited.
George has extensive experience in
the retail sector, having joined the
Pepkor Group in 1986 and has served
as an executive director of Pep Retail
Limited and Pepkor Retail Limited from
1991 to 2005 and as Managing Director
from 2005 to 2011. George is actively
involved in the broader community, and
serves as Chairman of Stellenbosch
University Council.
8. PR (Pieter) Louw (45)

CA(SA)
Appointed: December 2008
Directorships: Various wholly-owned
subsidiaries within the Remgro Group.
Pieter is a Chartered Accountant who
qualified with PricewaterhouseCoopers
Inc. in Stellenbosch before joining the
Remgro Group in 2001. He is currently
the Group Financial Manager.
9. GC (Gcina) Zondi (41) ^

BCompt (Hons), AGA (SA)
Appointed: July 2008
Directorships: Imbewu Capital Partners,
Isegen South Africa, Container
Conversions, Icon Construction, Bo Hire
and Sales and International Facilities
Services (SA).
Gcina is the founding Chief Executive
and shareholder of Imbewu Capital
Partners. He is a qualified General
Accountant and is an associate of the
South African Institute of Chartered
Accountants. He has more than 15 years
experience in the private equity
industry, of which six years were spent
with Nedbank Capital Private Equity
as a Private Equity Manager. Prior to
joining Nedbank, Gcina completed his
articles of clerkship at KPMG Durban
and has also worked for Hulamin
Limited in the finance division for two
and a half years prior to joining KPMG.
Directorships: RCL Foods Limited and

its subsidiary companies.
Miles has over 30 years experience
in the consumer goods industry and
served as Group Managing Director
of Robertsons Holdings Proprietary
Limited from 1995 to 2002. After the
unbundling of Robertsons Holdings
he accepted the position of Chief
Executive Officer at RCL Foods Limited.
Miles has served on the board and as
Chairman of SC Johnson and Son South
Africa Proprietary Limited. He has also
previously served as Co-Chairman of
the Consumer Goods Council of South
Africa (CGCSA).
11. RH (Rob) Field (43) ^

Executive director
Chief Financial Officer
CA(SA)
Appointed: July 2004
Directorships: RCL Foods Limited and
its subsidiary companies and McCord
Hospital.
Rob is a Chartered Accountant who
qualified with Deloitte & Touche in
Durban. Prior to joining Rainbow
in May 2003 he spent four years as
Commercial Director of Robertsons
Homecare Proprietary Limited. During
2009 Rob was appointed as a nonexecutive director of McCord Hospital.
* Audit Committee
(RV Smither Chairman)
# Remuneration and
Nominations Committee
(NP Mageza Chairman)
^ Risk Committee
(GC Zondi Chairman)
Social and Ethics Committee
(GC Zondi Chairman)
19
CHAIRMANS REPORT
RCL Foods vision is to

build an African food
business of scale with
compelling brands and
a sustainable value
chain that delivers
to consumer and
customer needs.
The Group has undertaken significant corporate activity

during the past financial year to advance this strategy,
which has culminated in acquisitions that will add
substantial value over time. These include the acquisition
of the remaining 35,82% minority interest in Foodcorp,
the acquisition of TSB Sugar RSA Proprietary Limited
(TSB) from Remgro Limited, further investment in
Zamhatch Ltd in Zambia and the acquisition of a 49%
stake in Botswanas Senn Foods Logistics (Pty) Ltd.
The Group is well-placed to execute its growth strategy
into sub-Saharan Africa as well as drive synergistic
opportunities across the enlarged SA operations.
The theme of Africa is rising presents an exciting
dynamic for RCL Foods, especially considering the broad
basket of food products that its portfolio represents. SubSaharan Africas GDP (excluding South Africa) is forecast
to grow at 6 to 8%, well in excess of the developed world
and South Africa. RCL Foods challenge is to actively take
advantage of these favourable markets in a way that will
add maximum shareholder value and advance its ambition
of creating a diversified African food business.
PERFORMANCE
RCL Foods revenue increase of 95,1% to R19,7 billion is
largely due to the inclusion of 12 months of Foodcorps
results and six months of TSBs results for the first time.
20
The general economic environment in South Africa

remains severely challenged with labour unrest, high
unemployment and a depreciating currency, all of which
raise the prospect of stagflation and add further pressure
to an already stretched consumer.
Earnings for the year have been materially impacted
by the foreign exchange losses on Foodcorps Euro
denominated bonds, non-cash IFRS 2 charges associated
with the restructuring of the BEE shareholding, as well as
transaction costs in support of the corporate activity. As
such a set of pro forma results, which excludes the above
costs, has been included in the Chief Financial Officers
review on pages 45 to 51 in order to allow shareholders
to gain a better understanding of the underlying
performance of the Group.
CORPORATE GOVERNANCE
RCL Foods complies fully with the letter and spirit of
good corporate governance. The skills and diversity of
the Board are well matched to RCL Foods needs and are
reflected in the allocation of responsibilities to members
of the various sub-committees.
The Board and individual directors of RCL Foods strive
to ensure that the Group is managed in an efficient,
accountable, responsible and ethical manner, and to this

end endorsed its compliance with King III. Subsidiary
company activities are monitored through a disciplined
reporting structure, with strategies and business plans
for financial and non-financial elements reviewed
on an annual basis. Managements remuneration is
based on performance against targets (both financial
and operational) and linked to longer-term strategic
objectives.
SUSTAINABILITY
The Group remains committed to the three pillars
of sustainability covering economic, social and
environmental practices. The Group believes that
its commitment to stakeholders is fulfilled only
through enduring, productive relationships with these
stakeholders and by establishing a reputation as a trusted
Group, in touch with the evolving needs and aspirations
of our society. As a consequence, time, effort and money
are invested in responding to the needs of all current
and prospective stakeholders. Sustainability goals are
included in management targets and form an important
pillar of the operational strategies.
MINORITY RIGHTS ISSUE

RCL Foods embarked on a R2,5 billion equity capital
raising process in December 2013. The issuing of shares
to Remgro Limited to fund the acquisition of TSB was
dilutive to minority shareholders, and as such the equity
capital raising process was structured so that minority
shareholders could first subscribe for shares in order to
keep their relative shareholdings constant. R790,2 million
was raised, with the remaining R1,7 billion having been
placed on hold and remains subject to market conditions,
the Groups cash/gearing situation and the anticipated
timing of investment cash flows.
BEE SHAREHOLDING RESTRUCTURE

RCL Foods restructured its BEE shareholding during
the year as the existing scheme was deemed unlikely to
deliver any value to participants. The new scheme now
includes a TSB BEE transaction that was implemented at
the RCL Foods level as part of the TSB acquisition, as well
declaration of this dividend signals the Boards intention

to resume paying dividends, subject to the Groups
underlying profit delivery.
DIRECTORATE
Mr Derrick Msibi and Mr George Steyn were appointed
as independent non-executive directors of the Board
with effect from 27 August 2013. Dr Munro Griessel and
Mr JB Magwaza retired as non-executive directors from
the Board with effect from 18 November 2013. The Board
would like to thank both retiring directors for their years
of dedicated service and support.
PROSPECTS
The poor state of the South African economy,
expectations of rising interest rates, labour strikes and
the significant devaluation of the local currency suggest
that a sustainable improvement in consumer spending is
unlikely in the near future. The impact of this is pervasive
across all RCL Foods segments.
The poultry industry remains in crisis and the
effectiveness of the recently announced anti-dumping
protection will be key to the survival of the industry.
Market prices of maize and soya meal have declined
recently and are likely to translate into a lower feed cost if
sustained at current levels.
With the current favourable level of irrigation resources
and the carry-over of cane due to the industry strike, a
good production season is expected for TSB. The lower
level of sugar imports since the promulgation of the new
tariff promises a normalisation in the SACU sugar market
and improved marketing conditions are expected.
The redemption of Foodcorps Euro denominated debt
has removed the significant foreign currency valuation
volatility and allowed a more appropriate capital structure
to be implemented, which will result in a more stable and
lower cost of funding going forward.
The Group continues to explore opportunities in strategic
growth markets in the food sector in South Africa and
sub-Saharan Africa in line with its long-term aspirations.
as an employee share ownership plan (ESOP) that holds
ACKNOWLEDGEMENTS
the majority beneficial interest in the scheme. Employees
RCL Foods has experienced a year of exceptional change

and growth and I would like to thank all of RCL Foods
management and employees for their commitment and
dedication which has positioned RCL Foods where it is
today.
from the recent additions to the Group are also included

for the first time.
I would like to extend a warm welcome to all our new
equity partners to the Group.
DIVIDEND DECLARATION
The Board declared a final dividend of 20,0 cents per
ordinary share (no interim dividend declared) in respect
of the year ended 30 June 2014 (2013: 0,0 cents). The
JJ Durand
21
CHIEF EXECUTIVE OFFICERS REVIEW
It is with excitement

that the Group looks
back on the real
progress made over
the past financial year
in establishing RCL
Foods as a diversified
food business.
The Group has over the past two years transformed itself
from South Africas largest processor and marketer of
chicken products with a strong logistics arm, into a food
business of scale, diversified across a substantial array
of leading food brands and products and with forays
into African markets. We believe that the domestic
acquisitions of Foodcorp and TSB and the joint ventures
in Zam Chick and Zamhatch in Zambia, and Senn Foods in
Botswana, provide RCL Foods with scale and critical mass
and a solid foundation from which to expand and execute
its food strategy in sub-Saharan Africa.
The Groups strong positioning with Remgro as a majority
shareholder has provided the vendor support and
encouragement to make this rapid transition successful.
We have now set our sights on the next phase of our
evolution that of creating value through a two-pronged
approach of new business growth across domestic
and African markets, while driving efficiencies and
improvements in operating margin in existing businesses.
The Group will continue to execute its ambitions
without ever reneging on its responsibility of ensuring
that the business model remains sustainable in people,
environmental and economic terms.
Driving growth
The growth targets will be met by:
Investing behind brands
Partnering with key strategic customers
Driving sharper category focus
Driving strategic acquisitions and joint ventures
Continuing to expand into Africa
Implementing the right organisation to deliver growth.
22
Optimising profitability
Sustainable margin improvement will be achieved by:
Further driving the new business model for chicken
An improved business mix through sharper category
focus, strategic acquisitions and expansion into
targeted African geographies
Maximising opportunities and synergies across the
Group
Broadening ownership of the value chain
Implementing the right organisation and optimising
benefits and costs.
Achieving the strategy

RCL Foods five-year ambition is to double in size through
a combination of organic growth and acquisitions in
South Africa as well as targeted expansion into Africa.
In the domestic market, substantial opportunities exist
to expand RCL Foods market share across food product
categories, with specific emphasis on higher margin,
added value products. In this regard, RCL Foods centre
for innovation excellence will be a particular strength in
creating attractive products, often in partnership with
strategic clients. The Group will look to optimise core
products such as chicken, sugar, grains and animal feed,
while it accelerates its move into higher margin
foodservice and speciality products.
RCL Foods will also look to expand the range of markets
it addresses locally and in sub-Saharan Africa by
acquiring new brands or businesses where appropriate
and developing products that will serve a variety of target
markets.
RCL Foods ambition is to build an

African food business of scale with compelling brands and a sustainable
value chain that delivers to consumer and customer needs.
We will double our business in five years, whilst driving steady
and sustainable improvement in operating margin.
Categories
Core: Optimise South Africa
Build rest of Africa
Added Value: Accelerate South Africa
Markets
Accelerate South Africa
GROW THROUGH STRONG BRANDS

PARTNER WITH STRATEGIC CUSTOMERS
OPTIMISE VALUE CHAIN
RIGHT PEOPLE, RIGHT ORGANISATION
Category focus
ADDED VALUE
New
Categories
Accelerate in
South Africa
Speciality,
Pies, Chicken
FoodSolutions
Grocery, Baking,
Beverages,
Chicken Added Value
Build in rest of Africa
Optimise in
South Africa
Chicken, Sugar,
Grains (Wheat, Maize), Animal Feed
The Africa opportunity is both exciting and significant.

It is predicted that Africas population will double by
2050, increasing to 2 billion people or 22% of the worlds
population and 25% of the worlds workforce. Africa
CORE
houses 60% of the worlds available farmland and has the

potential to become an agricultural powerhouse in an
environment where food demand is predicted to increase
by 70% by 2050. RCL Foods intends to be a participant in
this unfolding dynamic.
23
CHIEF EXECUTIVE OFFICERS REVIEW continued
Market focus
ACCELERATE SOUTH AFRICA
Grow ahead of market in

key categories
Steady and sustainable
improvement in operating
margin
Invest behind growth
opportunities
24
BUILD REST OF AFRICA
Joint ventures with food

or route to market players
Broader ownership of
value chain
Strategic partnerships
with key SA customers
25
The four underpinning pillars of this strategy are:
GROW
THROUGH
STRONG
BRANDS
Sugar
Chicken
Pies
RCL Foods owns a large portfolio of

leading brands that enjoy wide support
from customers across multiple product
categories.
The Group intends to exploit this
position of strength by continuous
investment, by increasing the
penetration and consumption of
these brands and by broadening their
reach through product extensions and
innovation.
PARTNER
WITH
STRATEGIC
CUSTOMERS
The Group has developed long-standing strategic

partnerships with a range of retailing and fast food
customers by providing tailored solutions to the needs
of their respective customers. These relationships are
mutually beneficial as they drive common growth and
profitability ambitions. RCL Foods will continue to
strengthen current relationships and develop new
strategic partnerships through best-in-class service,
innovative products and dealer own brands.
26
Beverages
Bread
Grocery
RCL Foods
delivers best in
class service and
builds its brands
together with
strategic partners.
Category Shares
Sugar sweetener
Grow key markets through

improved distribution and
marketing to enhance our
market share.
Sugar speciality
Sugar consumer
Chicken mainstream
Drive category leadership

by investing behind our
brands and partnering
with retailer-owned brands
where relevant.
Chicken added value

Pies
Beverages
Baking
Grow with innovations

driving new products
and solutions to address
consumers needs.
Mayonnaise
Peanut butter
Rusks
Acquire new
brands/businesses
enabling entry into
new strategic growth
categories.
Sorghum
Dry pet food
Wet pet food
0%
25%
50%
75%
100%
Note: Category shares include DOB; Blue indicates category leader
SPECIALITY FOODS
Speciality Foods
division is a
a major supplier
of superior
ready-to-eat
and convenience
food products
to SAs premium
food retailer,
Woolworths.
FOODSOLUTIONS
DEALER OWN BRANDS
JOINT BUSINESS
PARTNERSHIPS
The leading
supplier of
chicken products
to the food
service industry
in SA, providing
tailored chicken
solutions for
leading customers
including KFC,
Nandos, Chicken
Licken and Steers.
Established
partnerships with
various retailers in
sugar, mayonnaise,
peanut butter, pet
food and chicken
categories, as
well as premixes
and flour for inhouse bakeries
where customised
Dealer Own Brand
products are
produced and
packaged.
Strategically
pursuing
joint business
partnerships
with retailers in
key categories
where there are
common growth
and profitability
ambitions.
27
OPTIMISE
VALUE CHAIN
The opportunity exists to extract significant

synergies among the existing businesses as
well as the utilisation of internally developed
centres of excellence in individual businesses for
the benefit of the entire Group. The additional
scale presents optimisation benefits in terms
of resources and costs in key administrative
areas such as finance, information technology,
sourcing and human resources. The unique
capabilities within Vector Logistics will be
leveraged across the newly acquired businesses
as well.
REALISE OPPORTUNITIES AND SYNERGIES ACROSS THE GROUP
28
Maximise growth
opportunities
across RCL Foods.
Optimise resources
and costs.
Foodcorp innovation
capability.
Finance and IT: Optimise

systems and financial
management.
Warehousing and
distribution.
Rainbow foodservice
capability.
Sourcing/Procurement:
Scale and synergies.
Call centres, sales and

merchandising.
New scale and

relationship synergies.
HR: People management

and right organisation.
Debtors and information

management.
RCL Integrated
Foods Integrated
AnnualAnnual
ReportReport
2014 2014
Leverage our unique route

to market capability with
Vector Logistics.
RIGHT
PEOPLE, RIGHT
ORGANISATION
Significant focus is being placed on ensuring that an effective people strategy is

being implemented to cater for the needs of the enlarged Group and its long-term
growth aspirations. This includes appropriate structures, talent identification and
development, incentivisation and a culture of high performance and accountability,
amongst others. For more information about our people practices, refer to the
employee section of our sustainability report at www.rclfoods.com.
Develop talent,
build leaders and create the
right organisation to enable
our growth ambition.
Drive performance
focus and accountability
across businesses
to ensure delivery of results
in line with our ambition.
29
The four operating companies, Foodcorp, Rainbow, TSB

and Vector, are currently managed through distinct legal
entities, each with their own managing director and board
of directors. A one-company philosophy means that a
restructure, both in legal form and operational structure
will be required in the 2015 financial year to ensure that
there is the appropriate level of focus on value creation
across the platform. Any form of restructure is potentially
disruptive to a business and requires thorough process
and clear communication. Ultimately, the future strategy
of the business will dictate the appropriate business
structure. In some areas, like Group strategic sourcing and
talent management, investment in people and structures
has already taken place to accelerate access to savings
and business benefits.
RCL Foods is long-term focused and while it remains
cautious about investing in these difficult prevailing
market conditions, it recognises that it is an imperative
to realise RCL Foods ambition.
RESULTS OVERVIEW
RCL Foods 2014 financial results have been materially
affected by the following corporate activity:
The redemption of Foodcorps Euro denominated
Senior Secured Notes (SSNs) at a premium and which
crystallised material forex losses (net of hedges).
The restructuring of the BEE shareholdings, resulting
in material IFRS 2 charges.
Transaction costs associated with the abovementioned transactions, as well as with the buy-out of
the remaining 35,82% minority interest in Foodcorp,
the acquisition of TSB and the R790,2 million pro rata
minority rights offer.
In order to provide more meaningful financial information
for shareholders as to its underlying performance and
prospects, RCL Foods published a pro forma set of 2014
financial results which normalises results by assuming that
all corporate activity had taken place on 30 June 2013.
A copy of these pro forma results is included on pages 45
to 51. It is RCL Foods intention to use these pro formas
as an additional comparative when reporting on the 2015
financial results.
30
Segmental reporting
The Group is viewed as having five operating segments,
namely Foodcorp, Rainbow, TSB, Vector and Zambian
operations.
12 months
30 June
2014
R000
Revenue
19 719 965
Foodcorp
Rainbow
TSB
Vector
Sales between segments:
7 768 001
8 732 933
2 482 052
1 699 903
(962 924)
EBITDA
1 122 220
Restated*
12 months
30 June
2013
R000
10 108 812
1 217 505
8 143 587
1 476 888
(729 168)
445 347
Foodcorp
Rainbow
TSB
Vector
Unallocated Group costs
720 960
203 650
147 483
199 132
(149 005)
139 415
193 570
Depreciation, amortisation
and impairment
Operating profit
(588 177)
534 043
(278 294)
167 053
Foodcorp
Rainbow
TSB
Vector
455 172
622
79 541
149 119
(150 411)
99 765
(3 050)
142 944
(72 606)
(1 043 458)
148 283
(153 675)
53 874
Finance costs
Finance income
Share of profits
of joint ventures
16 854
TSB
Zambian operations
9 327
7 527
(6 520)
TSB
(6 520)

*
184 968
(72 606)
(350 798)
Restated for impact of IAS 19R.
67 252
Rainbow has experienced a modest recovery in difficult

trading conditions which included high import volumes
and record feed input costs to achieve a pre-IAS 39
operating profit of R99,4 million. Vectors operating profit
increased by 4,3% to R149,1 million due to the utilisation
of additional capacity added in the prior year and the
addition of two new principals. Foodcorps operating
profit for the twelve months was R455,2 million and
is inclusive of R95,6 million of additional depreciation
and amortisation relating to the purchase price
allocation (PPA) required in terms of IFRS 3 (Business
combinations). TSBs operating profit of R79,5 million was
included from 1 January 2014 and reflected the impact of
higher imports of sugar, the January to March off-crop
season in which major maintenance work is performed
during the mills shutdown, as well as the impact of the
two-week sugar industry strike.
to the Baking and Pie divisions which are showing early

prospects of recovery. In line with the Groups increased
focus on sustainability, Foodcorp has been using residual
sunflower husks and other biomass to co-fuel boilers,
thereby reducing carbon emissions from fossil fuel as
well as waste to landfill. This is just one of the many
initiatives Foodcorp has implemented in order to ensure
that it operates in a responsible and ethical manner
that contributes to the long-term sustainability of the
environment and communities in which it operates.
Included in the unallocated Group cost is R136,4 million of

IFRS 2 costs and corporate activity transaction costs. The
IFRS 2 costs relate to the restructuring of the Groups BEE
shareholding. Unallocated Group costs also include
R12,2 million relating to intragroup transactions. Further
details are included in the pro forma results on pages 45
to 51.
On 4 June 2013, RCL Foods announced that it had

concluded a Heads of Agreement with Oceana Group
Limited (Oceana) for the disposal of Foodcorps
Fishing division in a transaction worth approximately
R445,0 million, and has subsequently finalised a
sale agreement.
Group headline earnings from continuing operations

decreased from a profit of R18,8 million to a loss of
R332,6 million, largely due to the impact of the corporate
transactions referred to above.
FOODCORP MARKET CONDITIONS

AND REVIEW OF OPERATIONS
Foodcorp traded below expectations for the year ended
30 June 2014, amidst tough operating conditions and
constrained consumer spending. The South African
economy has experienced a continuation of pedestrian
growth, with the latest reported annual GDP growth rate
at 1,6%. Growth in consumer spending slowed to its lowest
level of 0,5% in five years during this reporting period.
Revenue from continuing operations for the year ended
30 June 2014 was R7,8 billion, an increase of 6,0%
compared to the prior year. Although every effort was
made to limit selling price increases, they were necessary
in certain categories due to the increase in prices of
commodity raw materials, higher cost of packaging
materials, as well as higher energy and distribution costs.
The above costs have been impacted by the depreciation
of the rand over the period, translating into margin
pressure.
Operating profit from continuing operations for the year
ended 30 June 2014 was below expectation at R455,2
million and a margin of 5,9%. The Grocery, Beverage and
Speciality divisions performed well, whereas the Baking
and Pie divisions performance was lower than the prior
period. Focused management attention has been brought
The expansion plans for the milling capacity upgrade

in Gauteng and the additional Woolworths dedicated
product facility in the Western Cape are progressing well
and should come on stream by the end of the calendar
year.
Disposal of the Fishing division
The Department of Agriculture, Forestry and Fisheries

approved the transaction, except for quotas relating to
lobster and long line hake that were reallocated.
The Competition Commission approved the proposed
acquisition by Oceana of the fishing interests of
Foodcorp, subject to certain divestiture conditions. One
of these conditions is not acceptable to the parties.
Accordingly, the parties filed a Request for Consideration
with the Competition Tribunal, challenging the condition
in question. The Competition Tribunal upheld the initial
Competition Commission finding. The merging parties
referred the matter for Appeal, which will be heard on
8 September 2014.
The parties have extended the sale of business agreement
to 30 September 2014.
RAINBOW MARKET CONDITIONS

Whilst pre-IAS 39 operating profit has improved from
the loss experienced in 2013, Rainbow and the poultry
industry remain in crisis. Overall profitability and margin
are still challenged and continue to be negatively affected
by high import volumes, constrained consumer spending
and record feed costs.
Management has spent a significant portion of the 2014
financial year reassessing the Rainbow strategy and to
drive and ensure a more sustainable profit delivery, even
in difficult market cycles. The first steps in implementation
of this strategy began in the second half of the financial
year and have already resulted in a profit improvement.
31
The essence of Rainbows future business strategy is as

follows:
Alignment of bird volumes and profitable demand.

Substantially reduce production of Individually Quick
Frozen (IQF) and other loss-making products.
Reduce the cost base.

Rapid growth in added value products through
innovation.

Align strategically with key customers to create
win-win partnerships.
Rainbows results
Rainbow posted a pre-IAS 39 operating profit of
R99,4 million (2013: R12,5 million loss) and a R0,6 million
statutory operating profit (2013: R3,1 million loss) for
the year. Rainbows pre-IAS 39 operating margin of 1,1%,
however, remains unacceptable.
The operating profit improvement was despite a 9,8%
(rand/ton) feed cost increase, driven largely by maize
prices and currency fluctuations which impact on the cost
of soya. Key operational highlights were a production
volume decrease in tons per day of 1,9%, an average
realisation increase of 8,0%, agricultural and processing
operations limiting unit cost (cents/kilogram) increases to
only 1,9%, and a central overheads increase of 3,8%.
While the annual volume reduction in tons per day was
1,9%, the second six months volume reduction was
significantly lower at 5,3%. Rainbow will continue to align
its bird volume requirement to profitable demand until
such time as the supply/demand balance has returned
to the industry. Tariff and duty protection against unfair
imports remains a critical enabler to this outcome.
Chicken brands
Rainbows range of products is classified into either
added value or mainstream chicken. Demand for, and
consequently profitability of, added value categories is
more consistent. These categories include the foodservice
channel and key product ranges within the retail sector.
The foodservice channel is characterised by a strong
focus on investment in innovation technologies and
customised products, which ensures a sustainable
partnership between Rainbow and its customers. The
Rainbow FoodSolutions brand which services the
foodservice channel (restaurant and catering) focuses on
specialist product categories that fulfil the above criteria.
Key added value product ranges within retail include
chilled processed meats, fully cooked, freezer-to-fryer and
speciality raw chicken packs. All products which are not
classified as added value fall into mainstream chicken and
include fresh and frozen primary, secondary and tertiary
categories.
32
After a weak start to the financial year, the retail added

value and Quick Service Restaurant (QSR) volumes
improved in the second half. Simply Chicken added value
has now grown to a record market share within the chilled
processed meats and freezer-to-fryer ranges in retail.
Innovation of Rainbow added value in retail has added to
the portfolio and has been well-received by consumers.
During the financial year, Home Style Breaded portions
and snack bites were launched, as well as innovation in
the chilled processed meats range and smaller polony
variants.
Rainbows mainstream chicken pricing, similar to the
balance of the market, continues to be negatively
impacted by the imbalance in supply and demand in the
South African poultry market. Significantly higher feed
costs over the past few years have not been recovered
in chicken realisations, and consequently margins of
mainstream chicken products remain under severe
pressure.
Poultry industry
The local industry continues to be impacted by three
major issues, namely:
Imports at record levels with dumping of leg quarters
High feed raw material costs
An injection cap proposed by government.
Imports maintaining their record levels

Despite Government assistance through an increased
general tariff (which did not affect the European
Union) implemented in August 2013, imports of chicken
(excluding Mechanically Deboned Meat) for the 12 months
ended June 2014 was 218 782 tons (Source: South African
Poultry Association). Whilst imports are down from the
2013 financial years tonnage of 242 128 tons, they remain
near record high levels.
Interim anti-dumping duties ranging from 22% to 70%
were implemented in July 2014 on companies from the
Netherlands, United Kingdom and Germany. The interim
duties expire on 1 January 2015. The International Trade
and Administration Commission of South Africa (ITAC)
is continuing its investigations and once complete will
make a final decision. The short-term risk is that imports/
dumping remains high through companies not affected
by the interim duties and that the local market remains
imbalanced.
High feed raw material costs

The 2014 financial year has again been impacted by high
volatility in feed raw material prices, especially maize and
a weaker exchange rate. For a more detailed discussion
of the raw material costs, refer to the Chief Financial
Officers review on page 37.
Injection cap proposed by government

The poultry industry, through the South African Poultry
Association (SAPA), continues to discuss with the
Department of Agriculture, Forestry and Fisheries
(DAFF), the proposed regulations to cap injection at 15%
from March 2015. In February 2014, Rainbow resigned
from SAPA as a result of a dispute with the remainder
of the industry over SAPAs stance of challenging the
government on any potential cap and the proposed
level. Once the injection cap issue has been resolved and
legislated, Rainbow will reconsider its position and future
role within SAPA.
Rainbow has always supported the principle of an
injection cap and welcomes the new legislation to ensure
a level playing field and that consumers best interests
are looked after. Rainbows injection levels are one of the
lowest in the local industry and will as a consequence be
least impacted by the injection cap.
Impairment assessment
A restoration of normal trading conditions is required
for the poultry industry in South Africa to survive. The
Rainbow and RCL Foods Boards continue to assess the
need for an impairment of assets. A return to adequate
profitability is dependent on the local industry returning
to relative supply/demand balance, of which the
successful implementation of permanent anti-dumping
duties from 1 January 2015 is one part.
An impairment will need to be raised in the near term if
the supply/demand equilibrium is not restored or, despite
the management interventions, there is no meaningful
improvement in Rainbows operating margins.
TSB MARKET CONDITIONS

its position as the leader amongst the South African

producers, as measured in the retail market by AC
Nielsons.
TSB is proud of the extent to which environmental and
societal concerns have been integrated into its business
model. TSB is widely acknowledged as the leader in
sustainable land reform, having sold circa 12 000 hectares
of productive agricultural land to communities to settle
the Tenbosch and Matsamo land claims which were
lodged by local communities through governments land
restitution programme. TSB is constantly investigating
ways to improve the way energy is transformed and in the
2014 financial year, through co-generation at sugar mills,
33 million kilowatt hours of electricity were exported to
the ESKOM grid in addition to the 164 million kilowatt
hours generated and used internally. TSB also formed
Akwandze Agricultural Finance in partnership with its
cane growers and the Land Bank, to finance emerging
sugar cane farmers.
TSBs results
TSBs results are included for the period 1 January 2014
to 30 June 2014. This being the first inclusion of TSBs
results, no comparative figures are provided.
TSBs operating profit for the six months was
R79,5 million, with an operating margin of 3,2%. The
results were negatively impacted by unprecedented levels
of imported sugar, resulting in lower margins, and by the
industry-wide strike (R68,9 million direct cost). Sugar
prices did not reflect the cost increases experienced in
the cane and milling operations. The six-month period
also included the off-crop season of approximately three
months when most of the maintenance expenditure takes
place. Turnover for the period under review amounted to
R2,5 billion.
The unprecedented high level of sugar imports of

400 000 tons during the year under review had a
negative impact on the South African sugar industry. This
was detrimental to sales volumes as well as margins in the
domestic market. On 4 April 2014 an updated tariff based
on the new dollar-based reference price of $566 per ton
(previously $358) was announced. A marked decrease
in imports has been evident post implementation of the
increased tariff. The increased imports during the year
forced more sugar onto the lower priced export market.
Sugar cane milling was negatively impacted by extremely
wet conditions during the start of the crushing season in
March/April 2014, followed by an industry-wide strike at
the end of May 2014.
During the six months under review, TSB produced

190 000 tons of sugar compared to 246 000 in the
comparative period. This decrease was due to the wet
conditions experienced during the start of the 2014/15
milling season and the negative impact of the strike.
Despite the difficult market conditions caused by the

high level of imports and the impact of the economic
downturn on consumers, TSB was able to increase its
sales of sugar on the domestic market by 1,1%, while the
total industry sales declined by 4,6%. TSB maintained
The revenue for TSBs full twelve-month financial year

increased by 7,8%, while operating margin declined to
3,8% in 2014 from 6,5% in 2013. This is ascribed to the
difficult marketing conditions in the domestic market.
Sales by TSBs animal feed operation, Molatek, were

166 000 tons for the period under review compared to
142 000 tons in the comparative period. Phase 1 of the
animal feed expansion project was commissioned during
the period, which increased capacity of the plant by 12%
and will enable TSB to respond to the growing demand
for Molatek products.
Pro forma results
33
Investment in Royal Swaziland Sugar Corporation

Limited (RSSC)
TSB has a 27,4% shareholding in RSSC. RSSCs results for
the six months were an after-tax loss of R6,5 million. Their
results were negatively impacted by the wet conditions
at the start of the 2014/15 milling season, the downward
pressure on sugar prices in the European Union (EU) and
the South African Customs Union (SACU) market and the
three-month off-crop season.
Greenfield Massingir project

Massingir is TSBs proposed greenfield expansion in
Mozambique worth circa $1 billion. The project will be
50% debt financed, with TSB having initiated a process
to find an equity partner to help fund the remaining 50%
equity component. The feasibility studies are ongoing,
with a final decision on the project being likely by
31 December 2014. The quantification of the final project
scope and the contribution of the equity partner will have
a material impact on the Groups cash flow projections.
VECTOR MARKET CONDITIONS

Market conditions
Economic conditions remained sluggish during the
year, with weak consumer demand continuing to have
a negative impact on the retail sector in particular.
Poor to negative growth has constrained many of
Vectors principals, with the resulting adverse impact
on Vectors performance. Cost increases were driven by
manpower, along with high fuel and electricity prices that
affected the distribution sector and resulted in margin
compression for Vector.
Review of operations and results

Vectors revenue improved by 15,1% from R1,5 billion in
2013 to R1,7 billion in 2014. The improvement in revenue
was supported by growth in the primary transport
network, the take-on of Natures Choice bulk storage and
secondary distribution for Captain DoRegos, along with
the appointment as Burger Kings distributor supporting
their rapid expansion plans. Pleasing progress was made
with the expansion of the Pick n Pay basket and the
introduction of Sea Harvest into the network during the
second half of the year. Organic growth continued to
suffer from the poor economic climate, particularly in
the secondary distribution environment. Service levels
improved during the second half of the year, with the
implementation of new processes to improve interaction
with customers.
34
Two disappointing factors influenced the operating results

for the year, being a 4,3% growth from R142,9 million
to R149,1 million. Vector lost a long outstanding appeal
to the Labour Appeal Court, from a matter dating
back to 2005 in respect of a number of drivers from
Roodepoort who were dismissed for misconduct. Senior
counsel advised that the judgement was wrong in law
and recommended an appeal to the Supreme Court of
Appeal. The application for leave to appeal was, however,
turned down, as was a subsequent application for an
appeal to the Constitutional Court, thereby finalising the
matter. This resulted in additional costs of R16,6 million
being expensed during the year. Excluding the impact of
the litigation, growth in operating profit would have been
15,9% compared to the prior year.
The second disappointment related to stock losses
experienced in the Inland region, where losses due to
theft exceeded Vectors internal targets, albeit still below
industry averages. The matter remains a key focus area
for management as it persists despite strengthened
internal controls and significant increases in manpower
and security. It is undoubtedly a symptom of the issues
in the broader socio-economic environment plaguing the
country at present.
Optimisation of the network was a focus area during
the period, with the Klerksdorp depot being mothballed
at the end of the prior year and the secondary
distribution operation at Roodepoort being moved to the
Midrand facilities during November 2013. Roodepoort
now operates as a bulk storage facility. These site
consolidation changes improved efficiencies and reduced
operating costs in the Inland region. Vector has engaged
in an energy efficiency drive across its sites through an
energy-efficient lighting retrofit, but notwithstanding
this and other efficiency initiatives, operating costs grew
by 16,7%, influenced mainly by increased manpower
requirements supporting the new business and the
continuing high costs of fuel and electricity.
A second sales and merchandising structure to support
Foodcorps and TSBs operations was established during
the second half of the year, with implementation effective
1 July 2014. Once-off start-up costs were incurred as a
result of this initiative, the benefit of which will only be
realised in the 2015 financial year. The structure required
the employment of over 1 000 additional staff across
South Africa and is one of the factors contributing to the
increased manpower costs during the year.
A key focus area for Vector, as part of the broader RCL
Foods Group strategy, is expansion into other African
countries to offer world-class logistics and sales solutions
to existing and future partners in these countries. In line
with this strategy, a 49% interest in Senn Foods Logistics
(Pty) Ltd, based in Botswana, was acquired with effect
from May 2014 for P65,5 million (R81,0 million).
Senn Foods Logistics is the largest cold chain distribution

business in Botswana and is involved in the distribution of
dry, frozen and chilled foodstuffs. The business represents
most of Vectors principals in Botswana, including
Rainbow, McCain, I&J and Frys, as well as QSR customers
Chicken Licken, Nandos, Spur and Wimpy. In accordance
with Group accounting policies, the results for Senn
Foods Logistics will be accounted for commencing in
August 2014, a three-month lag.
Vector continues to focus on internal efficiencies,
corporate governance and accreditation initiatives that
benefit its principals and customers. Vector is proud
of the fact that it is the only 3PL logistics operation in
South Africa that achieved triple accreditation from the
SABS for ISO standards OHSAS 18801 (Health & Safety),
ISO14001 (Environmental Management) and ISO 22000
(Food Safety).
In support of growing demand for its services, Vector
has continued to invest in its network. Construction
of a new facility to the value of R140,0 million in the
Coega Development Zone in Port Elizabeth was recently
initiated, which is likely to be commissioned towards the
end of the 2016 financial year.
Information Technology (IT)

During the reporting period, RCL Foods has continued
to optimise the Enterprise Resource Planning (ERP)
systems within the Foodcorp, Rainbow, TSB and
Vector businesses. Significant focus has been placed
on leveraging the SAP system to successfully drive
sourcing benefits. This initiative has now been extended
to include Foodcorp and TSB information. Data analytics
is a key enabler to unlock business value and insights
that can differentiate the Group from its competitors.
Extended focus has also been placed on the optimisation
of the outbound supply chain through the Vector SAP
system solutions. A key project was the successful
implementation of an integrated customer contact centre
that has step-changed the customer and sales teams
service delivery.
An analysis of both the Foodcorp and TSB system
landscapes has been conducted to leverage the
opportunities and synergies across the Group. The
Group is confident that the IT strategy will unlock
significant business benefits through a fully integrated
ERP landscape built on the existing solid IT and business
process foundations. The implementation of global
best practice processes and shared services remains an
important pillar of the strategy.
SUSTAINABILITY
The Group recognises that there is a need to conduct
business in a responsible and ethical way that contributes
to the long-term sustainability of the communities and
environment in which the business operates. The Group
places high priority on sustainable business practices,
ensuring that they are incorporated into the business
culture, leadership, governance and strategy.
The Group further recognises that true sustainability
cannot succeed in isolation, and as such the sustainability
strategy has been integrated into the overall business
strategy. In line with the companys Strategy into
Action process, the business strategy has been
converted into a number of strategic goals, each with
measureable key performance indicators and targets.
This integrated management approach is fundamental
to the sustainability focus and ensures strong alignment
between the sustainability strategy and the day-to-day
business activities. The Risk Committees oversight of the
sustainability initiatives provides the business with the
ideal platform to identify both risks and opportunities on
a continual basis.
A copy of the sustainability report is available on the
Groups website www.rclfoods.com.
CONCLUSION
I would like to express my appreciation to our loyal
employees for their valued commitment to the business
under continued difficult market conditions. We truly
believe that RCL Foods is well-positioned for the next five
years of growth.
Whatever you can do or dream you can, begin it.

Boldness has genius, power and magic in it!"
Johann Wolfgang von Goethe
M Dally
35
CHIEF FINANCIAL OFFICER'S REVIEW
The year under

review was once
again characterised
by uncertainty and
volatility.
FINANCIAL HIGHLIGHTS
2014
2013*
Revenue
R million
19 720,0
10 108,8
95,1
Headline EBITDA
R million
1 103,0
447,2
146,6

Operating profit
5,6
4,4
1,2
R million
534,0
167,1
219,6
2,7
1,7
1,0
Net finance cost
R million
895,2
99,8
NM
Headline earnings continuing operations
R million
(332,6)
18,8
NM
cents
(47,7)
4,8
NM
477,0
37,1
Headline earnings per share continuing operations

Capital expenditure (excluding intangible assets)
Return on equity
R million
%
R million
654,0
(3,5)
1 174,0
0,5
(4,0)
669,3
75,4
Restated for impact of IAS 19R (not material).

*
NM Not meaningful.
By eliminating the impact of the corporate transactions, the

Groups pro forma attributable profit to equity holders of the
company improves from the published loss of R289,0 million to
a pro forma profit of R428,4 million, being 50,2 cents per share.
36
OVERVIEW AND MARKET CONDITIONS

Since calendar 2009, the global economy has twice
shown promising signs of recovery, only to be halted in
its tracks, first in 2011 and then again in 2013. The latter
part of 2013 brought some improvement, but it is still
too early to tell whether or not this is the beginning
of a sustained recovery. Disappointingly, South Africa
posted a 2013 GDP growth number of 1,9% (2012: 2,5%),
constrained by widespread labour unrest that impeded
economic activity. Economic growth for 2014 is forecast
at 1,7% after being revised down from the original
forecast of 3% in November 2013. Unemployment
increased to 25,2% in the first quarter of 2014 and
remains a significant hindrance to long-term economic
stability and growth.
The rand has been on a steady downward trajectory
since 2011, which continued in 2013 and 2014, despite
the South African Reserve Bank hiking interest rates
by 75 basis points this year. The Consumer Price Index
number breached the upper limit of the Reserve Banks
target band of 3% to 6% in April 2014 when it reached
6,1%. The Monetary Policy Committee now faces the
challenge of balancing weak economic growth and
rising inflation.
The R/US$ exchange rate depreciated 7,7% from
R9,87 at the beginning of the current financial year to
R10,57 at the end of June 2014 (a 17,3% depreciation
in the average spot rate year on year). As most of
Rainbows soya requirements are imported, the foreign
exchange exposure is significant.
The graph below depicts the R/US$ exchange rate
over the past three financial years, with the percentage
movements reflecting the average period-on-period
changes.
Exchange rate (R/US$)
The redemption of the Euro denominated debt inherited

as part of the Foodcorp acquisition has removed
significant exposure to fluctuations in the R/Euro
exchange rate. However, for the majority of the
financial period under review, the Group was exposed
to these fluctuations and the R/Euro spot exchange
rate deteriorated from R12,86 at the beginning of
the financial year to R14,56 on 11 April 2014 when the
balance of the Euro denominated debt was redeemed,
leading to a negative financial impact of R561,0 million.
Soft commodity procurement

Raw material price volatility in South Africa continued
unabated during the reporting period. Over the past
decade the pressure on global grain stocks has risen as
a consequence of the switch to biofuels in the United
States of America (USA) as well as rising demand for
food from the growing middle class in developing
countries.
Maize (640 000 tons) and soya (240 000 tons) are
the key ingredients in Rainbows chicken feed and
wheat (600 000 tons) in Foodcorps milling and baking
operations, and are discussed individually below.
Maize
After the previous seasons drought in the USA, and
prior to the onset of the new crops harvest during
September 2013, corn stocks were extremely low. South
Africas last season crop of 11,8 million tons started
to enter the market during July 2013. This short-term
surplus in South Africa during July to September 2013
resulted in South African maize prices being very
competitive relative to maize from other origins. As a
result, meaningful quantities of maize from South Africa
were exported.
The graph below depicts the nearby SAFEX yellow
maize price over the past three financial years, with the
percentage movements reflecting the average periodon-period changes.
SAFEX yellow maize price (R/ton)
11
3 500
3 250
10
+9%
+15%
+17%
3 000
2 750
2 500
8
2 250
2 000
1 750
6
FY2012
FY2013
FY2014
Source: Reuters
1 500
+59%
+5%
+5%
FY2012
FY2013
FY2014
Source: Reuters
37
CHIEF FINANCIAL OFFICER'S REVIEW continued
As exports progressed during the first four months

of the reporting period, South African yellow maize
traded relatively flat at around R2 100 per ton. Towards
the latter part of the year market participants realised
that South African maize stocks were projected to be
extremely low and maize imports would be required to
fill the potential deficit. Local maize prices increased
swiftly to import parity levels to reach a high of nearly
R3 850 per ton by March 2014, an increase in excess
of 80%. Fortunately Rainbows longer positions meant
that the impact on feed cost was limited. As new season
maize started to flow into the market, the price declined
to end at R1 906 per ton by the end of June 2014. The
forecast record crops in both South Africa and the USA
contributed to this decline.
Despite the price spike during the year, the average
Safex market price for the reporting period was
R2 474 per ton compared to R2 368 per ton in the
previous period, an increase of 5%.
Soya
During the year under review, the price of soybean
meal as traded on the Chicago Board Of Trade (CBOT)
averaged US$452 per short ton, down marginally from
the previous period average of US$455 per short ton,
but traded in a narrower range (lower volatility). The
price was, however, still near historical highs, supported
by record soybean exports by the USA and a very
tight projected September 2014 carry-out stock/use
ratio in the USA. The situation was exacerbated by the
Argentine farmers holding record stocks as protection
against a rapidly depreciating Argentinean Peso and
inflation of over 30% in that country.
500
Local wheat prices peaked at R4 195 per ton during the

period under review. The average market price for local
wheat for this period was R3 660 per ton compared to
the average market price of R3 488 per ton over the
previous 12-month period, an increase of 5%.
South Africa is a net importer of wheat and wheat
prices are therefore correlated to international wheat
prices and the exchange rate.
The graph below depicts the SAFEX wheat price over
the past three financial years, with the percentage
changes.
3 750
400
3 250
+7%
+30%
-1%
+3%
+22%
+5%
FY2012
FY2013
FY2014
2 750
200
2 250
100
FY2012
FY2013
FY2014
Source: Reuters
38
Wheat
4 250
600
The graph below depicts the CBOT soybean US$ price

over the past three financial years, with the percentage
changes.
SAFEX wheat price (R/ton)
CBOT soybean price (US$/short ton)
300
The sustained period of high prices has stimulated

production around the world, with South America
producing a record soybean crop and record soybean
planting in the USA this year. Forward prices on CBOT
are reflecting a decline of over 20% in anticipation of a
record soybean crop in the USA later this calendar year,
more than doubling the last five-year average stock/
use ratio in the USA from 5% to a projected 12% to 14%.
Should the weather in the USA remain favourable, there
is likely to be higher soybean stocks going into the 2015
calendar year, with concomitant lower prices than that
experienced over the last two years.
1 750
Source: Reuters
30 June
INCOME STATEMENT
30 June
2014
2013*
% var
Revenue
R million
19 720,0
10 108,8
95,1
Headline EBITDA
R million
1 103,0
447,2
(146,6)
5,6
4,4
1,2
Operating profit
R million
534,0
167,1
219,6
Headline earnings attributable to the parent
R million
(332,6)
18,8
NM
cents
(47,7)
4,8
NM
Headline earnings per share continuing operations
Restated for impact of IAS 19R (not material).

*
NM Not meaningful.
Despite the subdued economic environment which

continued to constrain Vectors trading partners and an
unfavourable judgement against Vector in a legal case
resulting in additional cost of R16,6 million, Vectors
operating profit increased by 4,3% to R149,1 million.
This was mainly due to the utilisation of additional
capacity added in the prior year and the addition of
two new principals.
Once-off BEE shareholding restructuring IFRS 2 charges
and transaction costs associated with the increased
(%)
pre-IAS 39
post-IAS 39
7,8
6,1
7,7
4,4
5,6
(R million)
2012
1 103,0
4,3
1 201,8
TSBs operating profit for the six months of

R79,5 million was impacted by unprecedented levels
of imported sugar dampening average price realisations
and by the two-week industry-wide strike. The sixmonth period also included the off-crop season of
approximately three months when the majority of
maintenance expenditure takes place.
Headline EBITDA
447,2
In Rainbow, whilst the operating profit improved from

the loss experienced in the prior year, the business
and the poultry industry in general remain in crisis.
Record feed costs, constrained consumer spending
and high volumes of imports continue to plague overall
profitability and margin.
437,8
Foodcorps operating profit for the year was below

expectation, amidst tough trading conditions and
constrained consumer spending. Whilst a good
performance was experienced by the Grocery, Beverage
and Speciality divisions, operating profit in the Baking and
Pie divisions was below that of the comparable period.
The graph below depicts headline EBITDA from both a

statutory perspective and adjusted for unrealised gains
and losses on financial instruments (pre-IAS 39) used
in Rainbows feed raw material procurement strategy.
Reporting (in terms of IAS 39) the financial effects
of certain financial instruments used in Rainbows
feed procurement strategy introduces volatility to the
Groups financial results. The IAS 39 adjustment does
not take into account the mark-to-market adjustments
on Foodcorp debt as this is considered to be part of
the Groups funding costs. For the period under review,
the pre-taxation impact on the Groups results of these
unrealised positions is a negative impact of
R98,8 million (2013: positive R9,4 million), being largely
related to the recent decrease in the maize and soya
prices off historical highs and the recent strengthening
in the R/US$ exchange rate.
614,5
Operating profit increased to R534,0 million, a 1,0%

margin improvement to 2,7%. This is mainly due to the
inclusion of Foodcorps operating profit of
R455,2 million (R99,8 million in the prior year for the
two-month period) and the inclusion of TSBs operating
profit of R79,5 million for a six-month period.
corporate activity, totalling R136,4 million, have been

included in the unallocated Group costs.
601,3
Revenue increased by 95,1% during the current financial

year. The majority of this increase related to the
inclusion of Foodcorps revenue for the full 12-month
period (only two months in the comparative), as well as
the inclusion of TSBs revenue for a six-month period
from January.
2013*
2014
* Restated for impact of IAS 19R (not material).
39
Finance
Senn Foods Logistics (Pty) Ltd (Senn Foods)
Key to maximising the value of RCL Foods is to maintain

an efficient capital structure. As part of the capital
optimisation plan, Foodcorp exercised its option to
redeem 10% (39,0 million) of its Euro-denominated
Senior Secured Notes (SSNs) at 103% in November
2013, with the remaining 351,0 million redeemed at
108,75% in April 2014. The redemption resulted in a
profit on extinguishment of debt of R71,1 million being
included in finance income as a result of the SSNs
having been fair-valued at 109,75% on acquisition.
The redemption was largely funded by a R4.5 billion
bridging loan facility from Rand Merchant Bank. It is
anticipated that the bridging facility will be replaced by
a long-term debt structure before 31 December 2014.
As the effective date of the purchase of Senn Foods

was 1 May 2014 and with Senn Foods having a 31 March
year-end, the Group will equity-account Senn Foods
11 months results to March 2015 in the Groups 2015
financial year.
The substantial increase in net finance costs of

R795,4 million is mainly a consequence of the inclusion
of Foodcorps interest for the full 12 months and the
negative impact of foreign exchange losses amounting
to R561,0 million. This has been offset to a limited
degree by the R71,1 million relating to the profit on
extinguishment of debt.
Adoption of IAS 19 revised (employee benefits)
Equity-accounted investments
Royal Swaziland Sugar Corporation Limited (RSSC)
The effective 27,4% shareholding in RSSC by TSB
yielded an after-tax loss of R6,5 million for the six
months to June 2014. RSSCs results were negatively
impacted upon by the wet conditions at the start of
the 2014/15 milling season, the downward pressure on
sugar prices in both the European Union (EU) and South
African Customs Union (SACU) markets and the threemonth off-crop season.
Akwandze Agricultural Finance Proprietary Limited
(Akwandze) and Mananga Sugar Packers Proprietary
Limited (Mananga)
TSBs Akwandze and Mananga contributed an after-tax
profit of R9,3 million for the six months to June 2014.
Zam Chick Ltd (Zam Chick)

Due to differing year-end periods, the Group has equityaccounted Zam Chicks twelve month results to 31 March
2014. Zam Chicks after-tax profit contributed
R7,5 million to the Groups results. The overstocked
situation that occurred early in the financial year was
corrected swiftly, which allowed prices to stabilise.
Volumes have grown strongly since then, with March
2014 sales surpassing all previous records. Further
capital investments are planned to satisfy the very
strong growth in demand being experienced in Zambia.
40
Tax
Included in this years tax calculation is R242,5 million
of non-deductible expenses (tax impact of
R67,9 million). This is predominantly as a result of the
once-off BEE shareholding restructuring IFRS 2 charges
and transaction costs associated with the corporate
activity.
STATEMENT OF FINANCIAL POSITION

The Group has adopted IAS 19 revised (IAS 19R). The
new statement eliminates the option to defer the
recognition of actuarial gains and losses on postretirement medical liabilities and thus re-measurements
are required to be presented in other comprehensive
income in full.
IAS 19R has been applied retrospectively in accordance
with the transitional provisions. Consequently, the
Group has restated its reported results throughout
the comparative periods presented and reported the
cumulative effect as at 1 July 2012 as an adjustment to
opening equity.
Finalisation of the Foodcorp purchase price allocation
(PPA)
The initial accounting for the Foodcorp business
combination was based on provisional values as the
transaction occurred close to year-end, allowing
insufficient time to calculate the fair value of all assets
and liabilities. The fair values (mainly intangibles,
goodwill and deferred tax) have been reassessed at
30 June 2014 as more evidence was available. These
adjustments had no impact on the results of the prior
year. Refer to note 36 of the consolidated financial
statements for full details of the impact.
Prior period restatement

Following a reassessment of the legal details relating to
certain of Vectors contracts, R139,5 million of inventory
relating to Customer Secondary Distribution contracts
has been reclassified to other receivables as at 30 June
2013 as the risks and rewards are not considered to have
passed to Vector. There is no impact on profit relating to
this change.
Acquisition of TSB
The acquisition of TSB effective 1 January 2014 has
had a significant impact on the Groups statement of
financial position. The acquisition of TSB is considered
to be a business combination between entities under
common control and is thus excluded from IFRS 3
(Business combinations). Acquisitions by the Group of
entities that are under common control are accounted
for using predecessor accounting in terms of the
Groups accounting policies.
Key statement of financial position items are highlighted
below.
Non-current assets
Property, plant and equipment (PP&E)
In addition to the R1 334,2 million of PP&E acquired as
part of TSB, Group capital expenditure for the 12-month
period was R654,0 million (2013: R477,0 million). Of the
R654,0 million, R306,5 million relates to replacement of
PP&E and R347,6 million relates to expansion. Foodcorp
and TSB accounted for R307,2 million and R148,2 million
of the total spend respectively. Capital expenditure
within Rainbow remains limited to necessary
replacement spends. An amount of R173,0 million
(2013: R110,7 million) has been contracted and
committed at a Group level, but not spent, whilst a
further R200,1 million (2013: R184,5 million) has been
approved, but not contracted.
485
210
199
315
The increase in the associate and joint ventures is due

to the acquisition of TSB, as well as the 49% investment
in Senn Foods of R81,0 million and the investment in
Zamhatch of R42,3 million.
Current assets and current liabilities

The movement in working capital is largely attributable
to the inclusion of TSB. Despite difficult economic
conditions, trade receivables continue to be wellmanaged across the Group.
The derivative financial instruments have decreased
from the prior year due to the cancellation of the
hedges related to the SSNs.
The preference shares receivable of R130,3 million
was settled in July 2013 as part of the Foodcorp
management shareholding purchase.
The sale agreement that has been entered into to
dispose of the Fishing division of Foodcorp has resulted
in R541,1 million of assets and R186,2 million of liabilities
being classified as held for sale.
Long-term and short-term interest-bearing

liabilities
Total long-term and short-term interest-bearing
liabilities have decreased from R5 890,6 million to
R4 995,3 million largely due to the redemption of
Foodcorps SSNs. This was funded through a bridging
loan facility, the realisation of value from the related
derivative financial instruments used to hedge the
Euro exposure and from Group cash resources. The
bridging facility has been classified as a current liability
as it is repayable within the next twelve months. It is
anticipated that the bridging facility will be replaced by
a long-term debt structure before 31 December 2014.
261
136
Investment in associate and joint ventures
Cash on hand net of overdrafts, including the investment

in money market, has decreased from R2 763,2 million
in 2013 to R1 472,7 million in 2014 as a result of the
redemption of Foodcorps SSNs as well as investments
in Zamhatch, Senn Foods and the purchase of the
remaining 35,82% minority interest in Foodcorp.
CAPEX spend and depreciation (R million)

spend
depreciation
Included in work in progress is an amount of

R52,2 million relating to TSB's greenfield project in
Mozambique, Massingir. A further R45,7 million has been
committed for the project in 2015.
149
157
293
2008 2009
251
360
481
477
654
2010
2011
2012
2013
2014
41
Other non-current liabilities
Cash flow and working capital
The deferred tax liability of R1 362,7 million

(2013: R1 281,3 million) arises from numerous temporary
differences across the Group. The increase has arisen
due to the inclusion of TSB.
Cash generated by operations improved to

R1 174,0 million (increase of 75,4%), mainly as a result of
the inclusion of Foodcorp and TSB, but also contributed
to by strict working capital management.
The post-retirement medical obligation of

R225,8 million (2013: R170,3 million) arises from the
actuarial valuation of the Groups potential liability
resulting from post-retirement medical aid contributions
in respect of current and future retirees. This liability is
unfunded. The obligation of the Group to pay medical
aid benefits after retirement is no longer part of the
conditions of employment. Due to the adoption of IAS
19R, the Group no longer has any unrecognised actuarial
gains or losses. The increase during the year is largely
attributable to TSB.
Net interest paid was R530,5 million while net interest

expense per the income statement was R895,2 million,
with the difference mainly due to the foreign exchange
losses relating to the SSNs.
Gearing and capital structure

Year-end gearing of 52,9% (interest-bearing liabilities to
equity) is higher than managements view of the optimal
capital structure but is supported by strong cash flow
generation, R1 472,7 million cash on the balance sheet
and an expected cash inflow from the proposed sale
of Foodcorps Fishing division. Including cash and the
investment in money market, net gearing reduces to
37,1%.
As a result of the Group acquiring the remaining noncontrolling interest in Foodcorp the non-controlling
interest has decreased from the prior year. The
remaining non-controlling interest represents the
outside shareholding in TSBs subsidiaries.
The cash outflow from investing activities is largely

attributable to the capital expenditure (including
intangibles) of R672,4 million, R123,3 million of
investments in joint ventures, offset by the
R130,3 million redemption of the preference shares
receivable and R152,8 million included as part of the
common control acquisition of TSB.
The cash outflow from financing activities is largely due
to the redemption of the SSNs, offset by the R4,5 billion
bridging loan, TSBs repayment of a R604,0 million loan
from Remgro Limited and the R520,7 million purchase
of the remaining Foodcorp minorities.
Return on equity
Return on equity decreased to a negative 3,5% (2013:
positive 0,5%) largely due to the foreign exchange
losses on Foodcorps SSNs, IFRS 2 costs relating to the
BEE restructuring and the additional equity following
the TSB acquisition and minority rights offer.
SUMMARISED CASH INFORMATION

Opening balance*
2 763,2
Operating profit adjusted for non-cash flow items
1 100,8
Working capital changes

Net finance costs paid
Tax paid
Dividends received
Capital expenditure (including intangibles)
Cash acquired in common control transaction
Acquisition of joint venture and non-controlling interest in subsidiary
Proceeds on preference shares and disposal of PP&E
Issue of shares (minority offer and share incentive)
Interest-bearing liabilities
Discontinued operation Net cash inflows
Other
Closing balance*
*
42
R million
Net of overdrafts and including money market fund.
73,2
(530,5)
(48,9)
27,7
(672,4)
152,8
(616,4)
160,9
876,5
(1 774,5)
33,8
(73,5)
1 472,7
ACCOUNTING POLICIES
CASH DIVIDEND DECLARATION
The Groups accounting policies are governed by

International Financial Reporting Standards (IFRS).
Guidance has been obtained from the International
Financial Reporting Interpretations Committee (IFRIC)
and circulars.
The declaration of a dividend for 2014 signals the

Boards intention to resume paying dividends, subject to
the Groups underlying profit delivery.
The Group maintains the view that the standards set

the minimum requirements for financial reporting. The
financial statements in this integrated annual report
have been prepared with the aim of exposing the reader
to a detailed view of the results, using a simplified
approach, in the hope of facilitating a deeper and more
informed understanding of the Groups performance.
The cash dividend of 20,0 cents per share has been

declared from income reserves. Dividend tax will
amount to 3,0 cents per share and consequently,
shareholders who are not exempt from dividends tax,
will receive a net dividend of 17,0 cents per share.
43
FINANCIAL STRATEGY
Central treasury
The rapidly expanded Group has presented both

challenges and opportunities from a financial
perspective. Some of the key opportunities are covered
below.
The inheritance of significant debt levels through the

Foodcorp acquisition has led to an increased focus
on gearing and cash flow management. Monthly
management reporting and incentive structures now
include a direct link to free cash flow generation and
return on assets managed.
Group sourcing
In the period under review, the Group has invested in a
new centralised structure with specialist skills focused
on strategic sourcing. The business operations across
the Group remain supported by traditional procurement
resources, however the strategic sourcing team
introduced a new level of engagement with the business
and suppliers that ensures significant benefits are
identified and delivered. This initiative is greatly enabled
with the appropriate supporting systems like Rainbows
SAP implementation. However, benefits associated
with the enlarged Group, now including Foodcorp and
TSB, will be pursued despite the lack of systems and
data alignment. Significant benefits have already been
realised within Rainbow and Vector and the focus will
now be extended to Foodcorp and TSB.
Insurance
The Group now applies an umbrella approach to
insurance and aims to insure all Group companies under
the same insurance structure.
The Group strategy with regard to insurance is to keep
insurance to a minimum without exposing the Groups
assets or profitability to unacceptable financial loss
which could materially affect either trading results
or cash flow. RCL Foods stronger balance sheet has
allowed more scope to self-insure predictable losses
and less material risks which are not administratively
cost-effective to transfer to insurers. The level of selfinsurance is determined based on the recommendations
of RCL Foods broker given the levels of policy
deductibles and general risk environment.
The increased scale of the Groups assets has also
allowed the underwriting to be broadened to include
international insurance markets. A balanced placement
of underwriting between local and international
underwriters is considered to be more cost-effective
over the long term as it protects the Group should
either market experience excessive claims which would
impact pricing risk in that market.
44
The treasury function has been centralised in order to

minimise the cost of funding and to provide a single
point of reference with funders.
The objective of the centralised treasury is to:
Ensure that sufficient cash resources are available to
meet working capital requirements across the Group
Ensure that excess cash is pooled and invested
optimally
Reduce risk related to changes in asset values,
interest rates and foreign currency holdings by the
use of hedging and netting strategies
Determine and implement an optimal level of debt
financing
Minimise transaction costs.
Debt refinance
RCL Foods has appointed Rand Merchant Bank to act as
lead arranger and advisor to replace the
R4,5 billion bridging loan facility with a longer-term
debt structure. Following initial interactions with
funders, the Group decided to delay the process
until such time as it was in a position to publish a
normalised set of financial results. The debt package
will be designed to have a level of flexibility that
allows the Group to match inherent cash generation
with the investment strategy both into new markets
in sub-Saharan Africa as well as enable growth capital
expenditure in existing operations. The raising of capital
and the efficient use of cash will be a major focus area
for the 2015 financial year in support of the Groups
growth ambition.
PRO FORMA CONSOLIDATED FINANCIAL

INFORMATION
Introduction
During the current financial year RCL Foods concluded
significant corporate transactions, certain of which had a
material impact on the published results which are listed
below:
Acquired 100% of the issued ordinary shares in
TSB Sugar RSA Proprietary Limited and TSB Sugar
International Proprietary Limited (collectively referred to
as TSB) from TSB Holdings (TSB Transaction)
Restructured the existing BEE notional vendor financed
shareholding and implemented a new BEE transaction
(BEE Transaction)
Raised R790,2 million in a pro rata minority share offer
(Pro rata share issue)
Redeemed Foodcorps Euro-denominated Senior
Secured Notes (SSNs) in November 2013 and April
2014 through cash and new rand-based debt (Foodcorp
financing activities)
Acquired the remaining 35,82% minority interest in New
Foodcorp Holdings Proprietary Limited (Foodcorp) in
two transactions from Foodcorp management
(1 July 2013) and Capitau Investment Advisers
Proprietary Limited (Capitau) (6 September 2013)
for a total consideration of R520,7 million (Foodcorp
minority buyout).
RCL Foods has consequently published the pro forma
financial information that aims to provide shareholders
with a better understanding of the underlying financial
performance of the Group through the inclusion of a
full year impact of the corporate transactions and the
elimination of once-off charges related to corporate
transactions. The pro forma financial information is the
responsibility of the directors and has been prepared
for illustrative purposes only and due to its nature may
not fairly present the Groups income statement. The pro
forma financial information refers only to past events
and does not contain any forward looking projections.
PricewaterhouseCoopers Inc. have reported on the pro
forma financial information which report is available for
inspection at the registered office of RCL Foods.
The pro forma financial information, assuming an effective
date of the transactions being 30 June 2013, effectively
presents the following:
TSB Transaction:
Inclusion of the full year results of TSB
BEE Transaction:
Exclusion of the current year BEE expenses relating to
the old BEE scheme (including the once-off acceleration
charge of R14,2 million)
Exclusion of the once-off expenses relating to the new
BEE scheme
Inclusion of the recurring IFRS 2 charge for a 12-month
period relating to the new BEE scheme
Transaction costs:
Exclusion of all transaction costs associated with the
corporate transactions
Pro rata share issue:

Inclusion of the finance income for the full year in
respect the cash received from the new shares issued
Foodcorp financing activities:
Exclusion of the current year effects of Foodcorps Euro
denominated debt which removes the impact of interest
on the Euro denominated debt, foreign currency losses
and the bond redemption gain
Inclusion of finance expense related to the replacement
rand based debt for a full 12 months
Foodcorp minority buyout:
Exclusion of finance income earned on the cash utilised
to settle the acquisition of shares from Capitau
Exclusion of the finance costs and the gain on the
settlement of the preference shares
Reversal of the loss attributable to minorities in
Foodcorp
The impact of the investment in Senn Foods Logistics (Pty)
Limited and Zamhatch Ltd has not been taken into account
as the impact is considered to be immaterial.
The elimination of corporate transaction costs
(R27,4 million), the BEE expenses relating to the old BEE
scheme (R16,1 million), the once-off BEE expense relating
to the new BEE scheme (R88,5 million) and the NCI
relating to the Foodcorp minority buy-out (R7,4 million) is
contrary to IFRS as this effectively removes the amounts
from the pro-forma information. However in terms of the
JSE guidance letters of March 2010 Presentation of pro
forma financial information and August 2012 Presentation
of constant currency information the non-application of
IFRS in the context of pro formas on a voluntary basis to
accompany results is not prohibited.
45

PRO FORMA CONSOLIDATED INCOME STATEMENT
TSB Transaction
R000
Published
audited
12 months
ended
30 June
2014
TSB Sugar
Holdings
Proprietary
Limited
(TSB Sugar)
audited
6 months
ended
31 Dec
20133
Continuing operations
Revenue
19 719 965
2 939 318
BEE
current
year
charge5
ESOP
charge6
Transaction
Costs
Transaction
costs7
(13 553)
Operating profit before depreciation,

amortisation and impairment (EBITDA)
1 122 220
(588 177)
205 955
(67 815)
112 486
(17 600)
27 440
Operating profit
Finance costs
Finance income
534 043
(1 043 458)
148 283
16 854
(6 520)
138 140
(31 330)
2 730
4 353
102 080
112 486
(17 600)
27 440
(350 798)
44 061
215 973
(44 963)
112 486
(17 600)
27 440
(306 737)
171 010
112 486
(17 600)
27 440
(276 982)
171 010
112 486
(17 600)
27 440
(289 039)
12 057
192 431
(21 421)
112 486
(17 600)
27 440
(318 794)
192 431
112 486
(17 600)
27 440
(9 192)
(4 639)
136
(332 625)
192 567
112 486
(17 600)
27 440

Income tax expense
Loss after tax from continuing
operations
Profit for the year from
discontinued operation
Attributable to:
RECONCILIATION OF
HEADLINE EARNINGS
(Loss)/profit for the year attributable
to equity holders of the company
(Profit)/loss on disposal of property,
plant and equipment
Impairment loss reversed
Headline earnings from continuing
operations
29 755
Discontinued operation
Profit for the year attributable to
equity holders of the company
29 755
Headline earnings from discontinued

operation
29 755
Earnings per share from continuing and

discontinued operations attributable to
equity holders of the company (cents)
Basic earnings per share
From continuing operations
From discontinued operation
From (loss)/profit for the year attributable
Diluted earnings per share17
From (loss)/profit for the year attributable
Ordinary shares in issue (000)
Weighted average ordinary shares in issue
Diluted weighted average ordinary
shares in issue
46
Reversal of
elimination
of intergroup
sales
6 months4
BEE Transaction
(45,7)
4,3
(41,4)
(45,7)
4,3
(41,4)
697 988
697 988
Pro rata
share issue
Interest
earned
on cash8
Foodcorp financing activities
Reversal
of Senior
Secured
Notes
(SSNs)9
Reversal of
interest
earned on
cash
SSNs10
Foodcorp minority buyout
Additional
interest on
bridging
loan11
Interest
earned
on cash
Foodcorp
buyout12
Impact of
Capitau
preference
shares13
Foodcorp
noncontrolling
interest
(NCI)14
Pro forma
results
12 months
ended
30 June
2014
22 645 730
(232 902)
(15 940)
1 434 561
(655 992)
(15 940)
617
778 569
(403 500)
65 233
21 207
95 560
25 085
903 573
(71 086)
(38 551)
25 085
(7 024)
832 487
(233 096)
(38 551)
10 794
(232 902)
65 213
(1 228)
344
(15 323)
4 290
557 069
(160 381)
18 061
599 391
(27 757)
(167 689)
(884)
(11 033)
396 688
(1 228)
29 755
426 443
18 061
599 391
(27 757)
(167 689)
(884)
(11 033)
18 061
599 391
(27 757)
(167 689)
(884)
(11 033)
(7 403)
7 403
428 404
(1 961)
18 061
599 391
(27 757)
(167 689)
(884)
(11 033)
(7 403)
398 649
(9 056)
(4 639)
18 061
599 391
(27 757)
(167 689)
(884)
(11 033)
(7 403)
384 954
29 755
29 755
46,7
3,5
50,2
46,6
3,5
50,1
853 924
856 264
47

PRO FORMA CONSOLIDATED INCOME STATEMENT continued
TSB Transaction
R000
Published
audited
12 months
ended
30 June
2014
TSB Sugar
Holdings
Proprietary
Limited
(TSB Sugar)
audited
6 months
ended
31 Dec
20133
19 719 965
2 939 318
Reversal of
elimination
of intergroup
sales
6 months4
BEE Transaction
BEE
current
year
charge5
ESOP
charge6
Transaction
Costs
Transaction
costs7
Pro forma financial effects on

segmental analysis
R000
Revenue
Foodcorp
Rainbow
TSB
Vector
Foodcorp to Rainbow
Rainbow to Foodcorp
TSB to Foodcorp
Vector to Foodcorp
Vector to Rainbow
Operating profit/(loss) before
depreciation, amortisation and
impairment (EBITDA)
7 768 001
8 732 933
2 482 052
1 699 903
2 939 318
(61 981)
(51 736)
(13 552)
(21 495)
(814 160)
1 122 220
(13 553)
205 955
Foodcorp
Rainbow
TSB
Vector
720 960
203 650
147 483
199 132
(149 005)
205 955
Depreciation, amortisation
and impairment
Operating profit/(loss)
(588 177)
534 043
(67 815)
138 140
Foodcorp
Rainbow
TSB
Vector
455 172
622
79 541
149 119
(150 411)
138 140
(1 043 458)
148 283
(31 330)
2 730
Finance costs
Finance income
TSB
Zambian operations
112 486
(17 600)
27 440
727
109 103
(5 312)
(5 862)
(4 095)
(2 213)
(118)
27 440
112 486
(17 600)
27 440
727
109 103
(5 312)
(5 862)
(4 095)
(2 213)
(118)
27 440
112 486
(17 600)
27 440
2 656
2 656
16 854
4 353
9 327
7 527
4 353
(6 520)
102 080
TSB
(6 520)
102 080
(350 798)
215 973
(13 553)
Pro forma financial effects on weighted average ordinary and diluted weighted average ordinary shares in issue
Published audited 12 months ended 30 June 2014
Impact of TSB transaction15
Impact of pro rata share issue15
Pro forma weighted average number of shares in issue
Share option dilution impact16
Pro forma diluted weighted average number of shares in issue
48
Pro rata
share issue
Interest
earned
on cash8
Reversal
of Senior
Secured
Notes
(SSNs)9
Reversal of
interest
earned on
cash
SSNs10
Foodcorp minority buyout
Additional
interest on
bridging
loan11
Interest
earned
on cash
Foodcorp
buyout12
Impact of
Capitau
preference
shares13
Foodcorp
noncontrolling
interest
(NCI)14
Pro forma
results
12 months
ended
30 June
2014
22 645 730
7 768 001
8 732 933
5 421 370
1 699 903
(61 981)
(51 736)
(27 105)
(21 495)
(814 160)
(15 940)
25 085
903 573
(71 086)
(232 902)
(38 551)
1 434 561
(15 940)
715 648
200 444
349 343
197 646
(28 520)
(15 940)
(655 992)
778 569
(15 940)
449 860
(2 584)
213 586
147 633
(29 926)
617
(1 228)
(403 500)
65 233
21 207
13 680
7 527
95 560
95 560
25 085
832 487
(38 551)
(232 902)
(1 228)
(15 323)
557 069
Number of shares 000
697 988
126 546
29 390
853 924
2 340
856 264
49

NOTES TO THE PRO FORMA CONSOLIDATED INCOME STATEMENT
1. The pro forma consolidated income statement was
prepared on the assumption that the TSB Transaction,
the BEE Transaction, the Transaction costs, the
Pro rata share issue, the Foodcorp financing activities
and Foodcorp minority buyout occurred on
30 June 2013.
2. The consolidated income statement of RCL Foods
Limited was extracted from its audited financial
statements for the year ended 30 June 2014.

TSB Transaction
The effective date of the TSB Transaction was

1 January 2014. The effects below seek to demonstrate
the impact of consolidating TSBs results for a
12-month period. The consolidation of TSB will be
recurring.
3. The consolidated income statement of TSB Sugar was
extracted from its audited financial statements for the
period 1 July 2013 to 31 December 2013.
4. Inter-company sales between Foodcorp and TSB for
the period 1 July 2013 to 31 December 2013 have been
reversed.

BEE transaction
The effective date of the new BEE Transaction and

the cancellation of the old BEE scheme was
17 January 2014. The Groups income statement
includes the effect of the once-off charges related to
the cancellation of the old scheme (non-recurring),
the once-off charges related to the Strategic Partners
equity holding (non-recurring) and a portion of the
charges related to the employee portion (recurring)
of the new BEE Scheme. The effects below seek
to demonstrate the impact of excluding the nonrecurring expenses related to the BEE Transaction and
including a full years effect of the recurring charge
relating to the new BEE Scheme.
5. All BEE expenses (relating to the new and old
scheme) included in the Group results have been
reversed.
6. The recurring employee portion expense, relating to
the new scheme, for the 12-month period has been
included. The valuation assumptions are consistent
with those used in the RCL Foods Limited audited
financial statements.
50
Transaction costs
The transaction costs related to the corporate

transactions are once-off and the effect below seeks
to demonstrate the impact of excluding the nonrecurring expense.
7. Transaction costs relating to the corporate
transactions have been reversed.
Pro rata share issue
The cash inflow from the pro rata share issue occurred
on 10 February 2014. The interest earned on the cash
is expected to be recurring. The effects below seek to
demonstrate the impact of receiving the cash on
30 June 2013.
8. Interest earned on the cash received from the pro rata
share issue for the period 1 July 2013 to 10 February
2014, at an average rate of 5,15% has been included.

The Foodcorp Euro-denominated debt was settled

during the year by utilising funds obtained from a
rand-denominated bridging loan and existing financial
resources. The Euro-denominated debt was settled
in November 2013 (10%) and April 2014 (remaining
90%). The bridging loan was obtained in April 2014.
The effects below seek to demonstrate the impact of
replacing the SSNs with the bridging loan for the full
year. The expenses related to the SSNs are considered
once-off and the expense related to the bridging
loan is considered recurring until such time that the
bridging loan is repaid.
9. All finance costs (including foreign exchange losses
and the profit on the extinguishment of debt)
currently included in the Group results relating to the
SSNs have been reversed.
10. The interest relating to cash utilised in settling the
SSNs for the period from 1 July 2013 to the date of
redemption has been calculated at a rate of 5,15% and
deducted from finance income.
11. Interest relating to the bridging loan has been
calculated at a rate of JIBAR plus a margin of 1,65%
for the period 1 July 2013 to 9 April 2014 and added to
finance costs.
Foodcorp minority buy out
The Foodcorp management buyout was effective

1 July 2013 and consequently the impact of the
transaction is fully recognised in the consolidated
results for the year. The transaction with Capitau
and the settlement of the related preference shares
were effective 6 September 2013. From this date,
RCL Foods held a 100% interest in Foodcorp and no
preference share debt. The effect below demonstrates
the impact of reversing the non-recurring expense as
well as demonstrates the impact of assuming that the
cash outflow related to the transactions occurred on
30 June 2013.
12. Interest on the cash utilised to settle the transaction
with Capitau and the settlement of the preference
shares for the period from 1 July 2013 to
6 September 2013 has been calculated at a rate of
5,15% and deducted from finance income.
13. The preference share finance costs have been
added back and the profit on the settlement of the
preference shares has been deducted.
14. The full non-controlling interest (NCI) charge for
Foodcorp relating to the period 1 July 2013 to
6 September 2013 has been reversed.
Weighted average ordinary shares and diluted

weighted average ordinary shares
15. The shares issued in respect of the TSB acquisition
occurred on 17 January 2014. The shares issued for the
pro rata minority offer occurred on 10 February 2014.
The effects demonstrate the impact of the assumption
that the shares were issued for the full year.
16. The dilutive impact of the share options issued in
terms of the employee share schemes amounts to
2 340 000 and is taken into account in determining
the diluted EPS as the pro forma adjustments result in
a pro forma profit for the year.

Diluted earnings per share
17. Diluted earnings per share has been updated for the
impact of the above transaction.
Refer to page 52 for independent reporting accountants
assurance report.
CONCLUSION
The 2014 financial year has been a transformational year for
RCL Foods. The published pro formas assist in providing a
better understanding of the Groups underlying performance
and a base for the future.
RH Field
Chief Financial Officer
51
The Board of Directors

RCL Foods Limited
Six The Boulevard
Westway Office Park
Westville
3629
Independent reporting accountants assurance

report on the compilation of pro forma financial
information of RCL Foods Limited and its
subsidiaries (RCL Foods or the Group)
Introduction
RCL Foods undertook significant corporate actions
(the Corporate Transactions) during the financial year
to 30 June 2014 and is presenting pro forma financial
information within the Chief Financial Officers review
incorporated in the Groups integrated report for the year
to 30 June 2014 (the Integrated Report) to exclude the
effect of the Corporate Transactions.
At your request and for the purposes of the Integrated
Report to be dated on or about 27 August 2014, we
present our assurance report on the compilation by
the RCL Foods directors of the pro forma income
statement for the year ended 30 June 2014 and related
notes presented within the Integrated Report (the Pro
Forma Financial Information). The Pro Forma Financial
Information has been compiled on the basis of the
applicable criteria specified in the JSE Limited (JSE)
Listings Requirements.
The Pro Forma Financial Information has been compiled
by the directors to illustrate the impact of the Corporate
Transactions on the Groups financial performance for the
year ended 30 June 2014, as if the Corporate Transactions
were effective on 30 June 2013. As part of this process,
information about the Groups financial performance has
been extracted by the directors from the Groups financial
statements for the year ended 30 June 2014, on which an
audit report has been published.
Directors responsibility
The directors of RCL Foods are responsible for the
compilation, contents and presentation of the Pro Forma
Financial Information on the basis of the applicable
criteria specified in the JSE Listings Requirements and
described in the Integrated Report. The directors of RCL
Foods are also responsible for the financial information
from which it has been prepared.
Reporting accountants 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
specified in the JSE Listings Requirements 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. This standard
requires that we comply with ethical requirements and
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.
52
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.
As the purpose of pro forma financial information is solely
to illustrate the impact of a significant corporate action or
event on unadjusted financial information of the entity as
if the corporate action or event had occurred or had been
undertaken at an earlier date selected for purposes of
the illustration, we do not provide any assurance that the
actual outcome of the event or transaction 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 in the compilation of the Pro
Forma Financial Information provides a reasonable basis
for presenting the significant effects directly attributable
to the corporate action or event, 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.
Our procedures selected depend on our judgment,
having regard to our understanding of the nature of
the company, the corporate action or event 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 Integrated Report.
PricewaterhouseCoopers Inc.
Director: H Ramsumer
Registered Auditor
Durban
27 August 2014
CORPORATE GOVERNANCE
RCL Foods is committed to achieving the highest level of

corporate governance and ethical business behaviour in
order to create sustainable value for its stakeholders. The
directors recognise that good corporate governance is
essentially about leadership and that there exists the need
to conduct the enterprise with integrity and in compliance
with legislation, regulations and best practices relevant to
the Groups business. Governance in the Group extends
beyond mere legislative and regulatory compliance
and the directors strive to entrench an enterprise-wide
culture of good governance and ethical conduct. The
Board therefore sets the tone and standards that must
be consistently applied by executive management and
all employees. These standards are applicable to the
day-to-day operations of the Group and interactions
with all stakeholders. The Groups Board of directors, its
sub-committees and management are responsible for
ensuring that these principles are applied in all Group
companies. Adherence to these principles is achieved
through the implementation of various policies and
monitoring procedures that require compliance with all
applicable laws and regulations, as well as recognised
codes of good practice.
RCL Foods is the holding company and accordingly all
reference to the Group denotes the company and its
wholly-owned subsidiaries. RCL Foods four whollyowned subsidiaries Foodcorp, Rainbow, TSB and Vector
operate and are managed as dependent subsidiaries.
Each operating subsidiary is governed by its executive
Board of directors. Certain of the members of the RCL
Foods Executive Committee serve as directors on the
boards of the subsidiary companies and report to the RCL
Foods Board on their activities at each Board meeting.
STATEMENT OF COMPLIANCE
For the period under review, the Board is of the opinion
that the Group applied the requirements of King III.
Where the Board has adopted a practice different from
that recommended in King III, reasons for the alternative
approach have been explained. The full King III application
table is available on our website, www.rclfoods.com.
The Board is further satisfied that it met the requirements
of the Companies Act, 2008, as amended, and the
JSE Listings Requirements.
BOARD OF DIRECTORS
Board structure and composition
The Chairman of the Board, Mr JJ Durand, is not
independent but given his role as CEO of Remgro, the
Board deemed this arrangement appropriate and key to
achieving the business objectives of RCL Foods. The roles
of Chairman and Chief Executive Officer are separate and
a clear division of responsibility exists. The non-executive
directors take responsibility for ensuring that the
Chairman encourages proper deliberation of all matters
requiring the Boards attention. The Board ensures that
there is an appropriate balance of power and authority
so that no one individual or block of individuals has
unfettered powers of decision-making or influence on the
Board. To ensure good governance and as recommended
by King III, Mr RV Smither maintains his role as lead
independent director.
The executive directors have overall responsibility for
implementing the Groups strategy. Non-executive
directors complement the skills and experience of
the executive directors and bring judgement to bear,
independent of management, on the Boards deliberations
and decisions through, inter alia, their knowledge and
experience.
Details of the directorate are provided on pages 18 and 19
of the Integrated Annual Report.
Board responsibilities
The Board gives strategic direction to the Group, whilst
retaining full and effective control over the Group and
monitoring executive management in implementing
plans and strategies. The roles and responsibilities of the
Board and its committees are set out in formal Board
charters that are reviewed annually. The complete terms
of reference of the Board and its committees are available
on the RCL Foods website, www.rclfoods.com. The
Board and its committees are supplied with complete
and timely information which enables them to discharge
their responsibilities efficiently and effectively. Directors
have unrestricted access to all Group information, records,
documents and property. Non-executive directors have
access to management and may meet separately with
management, without the attendance of executive
directors. The information needs of the Board are welldefined and regularly monitored. All directors have access
to the advice and services of the Company Secretary, and
directors may obtain independent professional advice at
the Groups expense, should they deem this necessary.
Guided by the Board Charter, the Board acted as the
focal point for and custodian of corporate governance,
providing strategic leadership, integrity and judgement
and directing RCL Foods so as to achieve its goals
and objectives. For the period under review, the Board
discharged its responsibilities, detailed below:
53
CORPORATE GOVERNANCE continued
Ensured that RCL Foods is seen as a responsible

corporate citizen by having due regard for financial
and non-financial aspects of its business, compliance
with applicable laws, regulations and codes of
business practice and ethics.
Satisfied itself that RCL Foods has an effective,
independent Audit Committee and Internal Audit
function.
Confirmed that risk and Information Technology are
governed effectively.
Ensured the integrity of RCL Foods Integrated Annual
Report and that disclosures in the report are adequate
and meet regulatory requirements.
Satisfied itself that individual directors act in the best
interest of RCL Foods.
Defined levels of authority, reserved specific powers
to itself and delegated other matters to management.
Reviewed the Terms of Reference of Board
committees and made recommendations for the
appointment of members of such committees.
To enable the Board to properly discharge its

responsibilities and duties, certain responsibilities of the
Board have been delegated to Board committees.
Board committees and attendance

The Board has established four principal Board
committees to assist in discharging its responsibilities.
The creation of Board committees does not reduce
the directors overall responsibilities and therefore all
committees must report and make recommendations
to the Board. The Board committees are set out in the
following table.
The roles and responsibilities of each Board committee
are set out in formal charters defining terms of reference,
duration and functions, clearly agreed upon reporting
procedures and scope of authority. There is transparency
and full disclosure from the committees to the Board.
Committees are free to obtain independent external
professional advice as and when necessary and are
subject to evaluation by the Board to ascertain their
performance and effectiveness.
Ensured that the evaluation of the Board, its

committees and individual directors is performed on
an annual basis.
Governance structure: RCL Foods Board committees
RCL Foods Board
Audit Committee
Remuneration
and Nominations
Committee
Internal Audit
54
Social and
Ethics Committee
Risk Management
Team
Risk Committee
Board and committee meeting attendance

Board
members
Status
Dr M Griessel1
NP Mageza
Board
Audit
Independent non-executive
1/1
1/1
5/5
3/3
DTV Msibi2
4/4
2/3
MM Nhlanhla
5/5
RV Smither
4/5
GM Steyn2
4/4
Risk
Remuneration
and
Nominations
Social
and
Ethics
3/3
2/2
2/3
2/2
2/3
1/2
2/2
HJ Carse
Non-executive
5/5
JJ Durand
Non-executive
5/5
PR Louw
Non-executive
5/5
JB Magwaza1
Non-executive
0/1
GC Zondi
Non-executive
5/5
2/2
M Dally
Executive
5/5
2/2
2/2
RH Field
Executive
5/5
2/2
2/2

1
2
1/3
1/1
2/2
Chairman.
Retired on 18 November 2013.
Appointed on 27 August 2013.
Advance apologies with reasons are received from directors who are unable to attend meetings.
Board committees
Committee
Composition
Scheduled meetings
Main responsibility
Audit Committee
RV Smither
NP Mageza
DTV Msibi
Three times per annum
Review the Groups financial position

and make recommendations to the
Board on all financial matters, business
risks, internal controls and compliance.
Oversee the integrated reporting
process.
Risk Committee
GC Zondi
M Dally
RH Field
RV Smither
GM Steyn
Twice per annum
Oversight of the Groups material risk

and sustainability strategies.
Remuneration and
Nominations
Committee
NP Mageza
JJ Durand
RV Smither
GM Steyn
Three times per annum
Assessment and approval of the

remuneration strategy for the Group,
and the determination of short and
long-term pay structures for Group
executives.
Assessment, recruitment and
nomination of non-executive directors.
Approval of the appointment of
executive directors.
Social and Ethics

Committee
GC Zondi
M Dally
RH Field
MM Nhlanhla
Twice per annum
Monitor the Groups activities with

regard to:
social and economic development
good corporate citizenship
consumer relationships
labour and employment equity.
55
Directors independence
required mix of skills and experience and other qualities
All independent non-executive directors are subject

to an independence evaluation by the Board. The
Board considers whether the director is independent
in character and judgement and whether there are any
relationships or circumstances that are likely to affect,
or could appear to affect, the directors independence.
Having considered the responses, the Board is of the
opinion that Messrs NP Mageza, DTV Msibi, RV Smither,
GM Steyn and Mrs MM Nhlanhla are independent.
All other non-executive directors are not considered
independent due to their capacities as directors of either
Remgro Limited or the BEE consortium, who are major
shareholders in RCL Foods.
such as demographics and diversity in order to assess
All directors are required to declare, on an annual basis,

any interest in proposed transactions or arrangements
with the Group. In addition, all other material interests are
disclosed by directors, as and when they arise.
Secretary who is accordingly empowered to properly fulfil
Appointments to the Board

Procedures for appointment to the Board are formal
and transparent and a matter for the Remuneration
and Nominations Committee. The Remuneration and
Nominations Committee consists of four non-executive
directors and meets at least twice a year. Mr NP Mageza
is the Chairman of the Remuneration and Nominations
Committee. The other members are Messrs JJ Durand,
RV Smither and GM Steyn. The Chairman of the Board
serves as chairman of the committee for nomination
matters. The Chief Executive Officer and Group
Human Resources Director also attend meetings of the
Remuneration and Nominations Committee.
The Nominations Committee considers the Boards
composition, retirements and appointments of additional
and replacement directors. Executive directors are
appointed to the Board on the basis of skill, experience
and level of contribution to the Group and are responsible
for the running of the business. Non-executive directors
are selected on the basis of industry knowledge,
professional skills and experience. On appointment to
the Board, new directors visit the Groups businesses
and meet with senior management, as appropriate, to
facilitate their understanding of the Group and their
fiduciary responsibilities. The Board has reviewed its
REMUNERATION
RCL Foods Board
Audit Committee
Risk Committee
Remuneration and Nominations Committee
56
its effectiveness and that of its committees and the

contribution of each director.
In accordance with the Memorandum of Incorporation,
not less than one-third of the directors are subject to
retirement and re-election by shareholders on an annual
basis. As a result of this requirement, at the 2014 annual
general meeting, the following directors will retire by
rotation but all offer themselves for re-election:
Messrs M Dally, RH Field, NP Mageza and RV Smither.
Company Secretary
The Board is cognisant of the duties of the Company
those duties.
Mr JMJ Maher is the Company Secretary and in addition
to the statutory duties, he fulfils the following functions in
line with the Board Charter:
Induction of directors.
Provides the Board and directors individually with
guidance as to how their responsibilities should be
properly discharged in the best interests of the Group.
Provides guidance to the Board on the duties of the
directors, matters of ethics and good governance.
Acts as the primary point of contact between
shareholders and the Group.
The Board assessed and was satisfied that the
Company Secretary is competent and has the requisite
qualifications and experience to effectively execute his
duties.
The Board confirms that the Company Secretary
maintains an arms length relationship with the Board
and the directors, taking into account that the Company
Secretary is not a director of the Company and is not
related to any of the directors.
Remuneration
Annualised fees payable to Board and committee
members are as follows:
Chairman
2015
R
Member
2015
R
Chairman
2014
R
Member
2014
R
250 000
203 000
120 000
120 000
86 000
250 000
102 000
75 000
75 000
52 000
232 320
184 800
87 120
79 860
79 860
232 320
92 400
52 272
47 916
47 916
The Remuneration and Nominations Committee

determines the remuneration of directors at levels
sufficient to attract, retain and incentivise individuals
of quality. Only non-executive directors receive fees for
their services on the Board and on Board committees.
Executive directors are remunerated in terms of their
contracts of employment with the Group. Except for
executive directors employment contracts, there are no
other contracts of service between any of the directors
and any subsidiaries within the Group.
Non-discriminatory employment practices and the

promotion of employees to realise their potential
through training and development of their skills
Board effectiveness
Encourage ethical behaviour of the Board, managers

and employees at all levels
For the period under review, the Company Secretary

facilitated a performance evaluation of the Board and its
committees. Each director was requested to complete
a questionnaire which assessed the effectiveness of the
following categories:
Board composition and meetings
Board committees
Board information
Board orientation and development
Board functioning and processes
Chairman
Personal evaluation.
The results of the individual assessments are consolidated
by the Company Secretary and the Chairman of the Board
is responsible for determining any actions required to
enhance the effectiveness of the Board.
GOVERNANCE PROCESS
Code of Corporate Conduct and Ethics Policy
It is a fundamental policy of the Group to conduct its
business with honesty and integrity and in accordance
with the highest legal and ethical standards. The Code of
Corporate Conduct and Ethics Policy governs the conduct
of all employees. RCL Foods induction programme
educates new employees on the ethics, values and
business culture of the Group. It is a requirement that
all employees sign an acknowledgement that they have
read and understood the contents of the policy and that
contravention of the basic standards contained therein
may result in disciplinary action, including dismissal. The
Code of Corporate Conduct and Ethics Policy is available
to all employees on the Groups intranet and can be
viewed on the Group website, www.rclfoods.com.
The Corporate Code of Conduct and Ethics Policy
promotes commitment to:
Applying the highest standards of integrity in all
dealings with all stakeholders
Carrying on of business through fair commercial
competitive practices
Trading with customers and suppliers who subscribe
to ethical business practices
Being proactive toward environmental and social

sustainability issues.
Further, through the policy the Board is able to:
Clearly state acceptable and unacceptable practices
Guide policy by providing a set of ethical corporate
standards
Guide ethical decision-making

Make ethical infringements easy to identify
Promote awareness of, and sensitivity to, ethical issues
Facilitate dispute resolution.
Anti-bribery and corruption

The Group has a zero-tolerance policy to bribery, fraud
and corruption. The Code of Corporate Conduct and
Ethics Policy sets the guidelines that define acceptable
and responsible behaviours of the Group and all
employees. The code prohibits:
All cash gifts
The giving or receiving of gifts, loans, favours or any
other benefit, which may be regarded as influencing
business, labour or governmental decisions
Donations or contributions to any political party
Engaging in activities which may be in conflict with
the interests of the Group or the employment position.
As part of the Groups anti-fraud and anti-corruption
efforts, internal audits are conducted to assess the status
of internal controls, including controls to minimise the risk
of fraud.
The Board recognises the need for a confidential
reporting mechanism (whistle-blowing hotline) covering
fraud and other risks. The whistle-blowing hotline, an
anonymous toll-free number, provides an impartial facility
for all stakeholders to report fraud, statutory malpractice,
crime and deviations from policy.
In line with its commitment to transparency and
accountability, the Group takes action against employees
and others who are guilty of fraud, corruption or other
misconduct, or who are in breach of Group policies.
Procedures are in place for the independent investigation
of matters reported and for appropriate follow-up action.
During the year under review, 31 allegations were
received, of which 13 related to theft or fraud. Four
of these matters were resolved, resulting in either
resignations or disciplinary action against the relevant
individuals. The balance of the calls were closed due to
either insufficient information supplied by the caller or
due to the allegations being found to be untrue.
57
Legal compliance
RCL Foods manages its business responsibly and
in compliance with the statutory and regulatory
requirements which are incorporated in the legal
compliance frameworks of the individual subsidiaries.
They are designed to increase awareness of the applicable
legislation and to provide assurance to the Board that
the risks posed by non-compliance with legislative and
regulatory obligations are being addressed.
The Group attempts to keep up to date with all intended
or promulgated legislation through regular interaction
with the Groups corporate attorneys who keep the Group
informed of changes in the legal landscape.
The audit and risk teams, Group corporate attorneys
and external assurance providers assess significant legal
risks and the level of compliance as part of their annual
audit activities, and reports from the various functions
are submitted to the Risk, Audit and Social and Ethics
Committees on a regular basis.
With the increased focus by authorities on anticompetitive behaviour and consumer rights, monitoring
programmes for the year included reviews of compliance
with the Competition Act and Consumer Protection Act.
For the year under review, the Board can report, based on
the information available and reports submitted, that the
Group was not involved in any significant misconduct or
non-compliance with applicable regulatory requirements.
Consumer and product legislation

As a participant in the food industry, the health and
safety of the Groups customers are paramount. The
Group therefore endeavours to comply with the strictest
food safety standards by embedding international
practices across the supply chain to build customer trust,
ensure customer satisfaction and to drive sustainability
in a changing environment. A full list of the Groups
accreditation to International Standards as well as further
detail on the Groups practices with respect to consumer
and product legislation and consumer relations is
included in the sustainability report which is available on
the RCL Foods website, www.rclfoods.com. The Groups
adherence to consumer protection laws is continuously
monitored by internal and external parties.
Internal Audit function

Internal Audit is an independent, objective function that
provides assurance on the Groups activities geared
towards creating value and improving business processes.
Internal Audit is responsible for:
Monitoring the adequacy and effectiveness of the
Groups risk management process
Evaluating the Groups governance processes
58
Evaluating internal controls continuously to determine

whether they are adequately designed, operating
efficiently and effectively and recommending
improvements
Providing a source of information, as appropriate, for
instances of fraud, corruption, unethical behaviour and
irregularities.
Internal controls reviewed consist of strategic, operating,
financial reporting and compliance controls and include
controls relating to:
The information management environment
The reliability and integrity of financial and operating
information
The safeguarding of assets
The effective and efficient use of company resources
Compliance with relevant policies, procedures, laws
and regulations.
The purpose, authority and responsibility of the Internal
Audit function are defined and governed by an Internal
Audit Charter approved by the Audit Committee and
Board. The activities of the Internal Audit function are
co-ordinated by the Group Audit and Risk Manager
(GARM). To ensure independence, the GARM reports
functionally to the Audit Committee and, only from an
administrative perspective, to the CEO. The GARM holds a
senior position in the organisation and his appointment or
dismissal is subject to ratification by the Audit Committee.
Internal Audit has free and unrestricted access to
management, employees, activities, physical locations and
to all information considered necessary for the proper
execution of Internal Audits work, at the discretion of the
GARM. Confidentiality of information is maintained and
information is not disclosed without proper authorisation.
The annual Internal Audit plan is based on an assessment
of risk areas identified by management, as well as focus
areas highlighted by the Audit Committee and executive
directors, which ensures that a risk-based audit approach
is applied. The annual plan is also updated as appropriate
to ensure that it is responsive to changes in the business.
A comprehensive report of Internal Audit results is
presented to executive management regularly and the
Audit Committee when it meets.
Follow-up audits are performed in areas where control
weaknesses are found. In addition to the Internal Audit
results, the report to the Audit Committee includes an
update on the progress made against the audit plan
and statistics on follow-up audits conducted. Internal
Audit is also involved in IT throughout the Group to
ensure satisfactory IT governance and assurance. All
new major IT projects are subject to pre- and/or postimplementation reviews.
Internal Audit co-ordinates its scope and efforts with

External Audit, where appropriate, in order to provide
efficient and effective assurance to the Audit Committee.
Internal Audit comprises a dedicated team of
appropriately qualified and technically experienced
personnel. Where necessary, certain audits are outsourced
to consultants with appropriate skills and technical
expertise, for example specialised IT reviews.
The Audit Committee, External Audit and the GARM
completed an assessment of the Internal Audit function
for the year. This assessment was supplemented by the
results of the Audit Satisfaction Questionnaires that
were completed by management during the year. The
Chairman of the Audit Committee and the GARM are
responsible for determining any actions required to
enhance the effectiveness of the Internal Audit function.
An independent quality assurance review of Group Audit
Services will be conducted during the 2015 financial year.
IT governance
IT is an integral part of RCL Foods business and is
fundamental to the support, growth and sustainability
of the Group. Through the rapid expansion of the Group
the IT landscape has changed significantly, creating an
environment of diversity and varying levels of maturity.
To aid in consistent IT service delivery and governance,
IT within the Group is directed by a dedicated IT director
and the overall responsibility for IT governance lies with
the Board. Internal Audit performed an assessment
of IT governance and processes against best practice
principles as espoused in King III, which confirmed that
the maturity of the Groups long-standing subsidiaries is
largely aligned to its desired maturity levels. The Groups
current focus is on aligning newly acquired subsidiaries to
the methodologies and standards adopted by the Group.
The Group has adopted Control Objectives for
Information and Related Technology as a guideline for
establishing and maintaining effective internal controls,
including compliance, continuity management and risk.
An IT Project Portfolio Management tool is in place
to align and structure processes to better measure
and manage the overall IT portfolio by ensuring that
appropriate project management principles are applied
to all new IT projects. The IT risk management process is
included in the Groups combined assurance process.
These frameworks, processes and associated IT policies
and standards are currently being rolled out to new
acquisitions to ensure that IT risks within the Group are
minimised.
Risk management
The Board has assigned oversight of the Groups risk
management function to the Risk Committee. The
Chairman of the Audit Committee is also a member of
the Risk Committee, thereby ensuring that information
relevant to these committees is transferred regularly.
Combined Assurance
RCL Foods operates a combined assurance framework,
which aims to optimise the assurance coverage obtained
from management, internal assurance providers and
external assurance providers on the risk areas affecting
the Group.
RCL Foods combined assurance framework is integrated
with the Groups risk management approach. Risks
facing the Group are identified, evaluated and managed
by implementing risk mitigations. Assurance on the
effectiveness of controls mitigating risks is obtained from
various assurance providers in a co-ordinated manner,
which avoids duplication of effort. The Risk Committee
considers the risks and the assurance provided through
the combined assurance framework and periodically
advises the Board on the state of risks and controls in
RCL Foods operating environment. This information is
used as the basis for the Boards review, sign-off and
reporting to stakeholders via the Integrated Annual
Report, on risk management and the effectiveness of
internal controls within the Group.
Dealing in securities
The Group has a formal policy, established by the Board
and implemented by the Company Secretary, prohibiting
dealing in securities by directors, officers and other
selected employees for a designated period preceding
the announcement of its financial results or in any other
period considered sensitive. The Chairman, through the
Company Secretary, approves all dealings by directors
during open periods.
Reporting to stakeholders
Effective stakeholder engagement is vital to good
corporate governance. The Group is committed to
ensuring that relevant and accurate information is
timeously communicated to all stakeholders. For more
detail on the stakeholder engagement process refer
to the sustainability report on the Group website,
www.rclfoods.com.
Access to information
The Group has complied with the requirements of the
Promotion of Access to Information Act, 2000. The
relevant manual is available on the RCL Foods website,
www.rclfoods.com.
Internal controls
The executive directors are responsible for ensuring that
internal control systems exist that provide reasonable
assurance regarding the safeguarding of assets and
the prevention of their unauthorised use or disposition,
proper accounting records are maintained and the
financial and operational information used in the business
is reliable.
59
Having considered:
Roles and responsibilities
the results of the formal documented review of

the Groups system of internal control and risk
management, including the design, implementation
and effectiveness of the Groups system of internal
financial controls conducted by the Internal Audit
function during the year;
The Audit Committees roles and responsibilities include

its statutory duties per the Companies Act of South
Africa and the responsibilities assigned to it by the Board.
The Audit Committee fulfils an oversight role regarding
financial reporting risks, internal financial controls and
fraud risk and Information Technology (IT) risks as they
relate to financial reporting.
information and explanations given by management;

discussions with the External Auditors on the results
of their audit; and
the report from the Audit Committee,
nothing has come to the attention of the Board that
causes it to believe that the Groups system of internal
controls and risk management is not effective and that
the internal financial controls do not form a basis for the
preparation of reliable financial statements.
AUDIT COMMITTEE
The Audit Committee submits this report, as required in
terms of section 94 of the Companies Act of South Africa,
in respect of the year ended 30 June 2014.
The responsibilities of the Audit Committee are
incorporated into the committees charter which is
reviewed annually and approved by the Board. The
committee has conducted its affairs in compliance
with this charter and has discharged its responsibilities
contained therein.
Audit Committee membership and resources

The Audit Committee consists of three independent nonexecutive directors. Mr RV Smither chairs the committee
and its other members are Mr NP Mageza and
Mr DTV Msibi. All members of the committee have the
requisite financial knowledge and commercial skills
and experience to contribute effectively to committee
deliberations.
The committee meets at least twice a year as per the
Audit Committee Charter. The Chairman of the Board,
Chief Executive Officer, Chief Financial Officer, GARM
and representatives from the external auditors attend
meetings by invitation. Other members of the Board and
management team attend as required. The committee
meets separately with the external auditors and internal
auditors at least once a year without management
present, to ensure that all relevant matters have been
identified and discussed without undue influence.
Election of committee members

In terms of section 94 (2) of the Companies Act, it is
proposed in the notice of the Annual General Meeting to
be held on Thursday, 13 November 2014 that
Messrs RV Smither, NP Mageza and DTV Msibi be
re-appointed as members of the Audit Committee until
the next Annual General Meeting in 2015.
60
The Audit Committee has discharged its key

responsibilities as follows:
Reviewed the interim results, period-end financial
statements, sustainability disclosure and integrated
report, culminating in a recommendation to the Board.
In the course of its review the committee:

took appropriate steps to ensure that the financial

statements are prepared in accordance with
International Financial Reporting Standards (IFRS)
considered and, when appropriate, made

recommendations on financial statements,
accounting practices and internal financial
controls.
Confirmed the Internal Audit Charter and approved

the audit plan.
Evaluated the effectiveness of risk management,
controls and governance processes and satisfied itself
about the adequacy and effectiveness of the Groups
system of internal financial controls.
Reviewed the appropriateness of the combined
assurance model in addressing all significant risks
facing the Group.
Considered and recommended to the Board the
appointment and retention of external auditors.
Evaluated the independence and effectiveness of the
external auditors.
Approved the audit fees and engagement terms of the
external auditors.
Determined the nature and extent of allowable
non-audit services and approved the terms for
the provision of non-audit services by the external
auditors.
The role of the Audit Committee applies to all subsidiaries
of the Group.
Expertise and experience of the Chief Financial

Officer (CFO) and finance function
The Audit Committee performed an assessment of
the CFO and the finance function. Based on the 2014
assessment the Audit Committee is satisfied that the CFO
and his management team have the appropriate expertise
and experience required for the Groups finance function.
External audit
PricewaterhouseCoopers (PWC) are the incumbent
auditors for all the Group companies. The committee
continually monitors the independence and objectivity of
the external auditors.
During the period, PWC provided certain non-audit

services, including tax services and a review of the Group
commodity procurement process. Total fees incurred
during the 2014 financial year to PWC were R20,1 million,
of which R3,0 million related to non-audit services. During
the course of the year under review, the Audit Committee
reviewed a report by the external auditors of relationships
they consider may have a bearing on their independence
and objectivity. The Audit Committee concluded that
Risk Committee membership

The Risk Committee comprises Messrs GC Zondi
(Chairman), M Dally (CEO), RH Field (CFO), RV Smither
(Audit Committee Chairman) and GM Steyn. In order to
facilitate the effective assessment of risks at all levels
in the Group, the GARM, managing directors of the
subsidiaries and director in charge of sustainability attend
the committees bi-annual meetings by invitation.
there were no areas of conflict.
Responsibilities
The Audit Committee has nominated, for election at
The committee charter includes the key responsibilities
the annual general meeting, PWC as the external audit
which the committee fulfilled, as described below:
firm and Mr Harish Ramsumer as the designated auditor

responsible for performing the functions of auditor for
Risk Management
the 2015 financial year. The Audit Committee has satisfied
Guided the development, annual review and
itself that the audit firm and designated auditor are
recommended for approval to the Board, a policy and
accredited as such on the JSE list of auditors.
plan for risk management.
Going concern assessment

The Audit Committee reviewed a documented assessment
by management of the going concern premise of the
Group before concluding to the Board that the company
Monitored the implementation of the policy and plan

for risk management which took place by means of
risk management systems and processes.
Made recommendations to the Board concerning the
will be a going concern in the foreseeable future.
levels of tolerance and appetite, and monitored that
RISK COMMITTEE
appetite as approved by the Board.
The Board considers risk management to be a key

business discipline designed to balance risk and reward
and to protect the Group against uncertainties that could
threaten the achievement of business objectives.
risks are managed within the levels of tolerance and

Ensured that the risk management plan was widely
disseminated throughout the Group and integrated in
the day-to-day activities of the Group.
Ensured that risk management assessments are
The Board has documented a corporate risk management
performed on a continuous basis and that frameworks
policy that defines the objectives of and commitment to
and methodologies are implemented to increase the
risk management. The policy is based on principles of the
possibility of anticipating unpredictable risks.
International Committee of Sponsoring Organisations of

the Treadway Commission framework and complies with
the requirements of King III. It involves continuous risk
identification at both a strategic and operational level, as
well as the evaluation of mitigating controls.
Related risk management frameworks and methodologies
are regularly assessed and enhanced, where appropriate,
to ensure that the Groups ability to anticipate and
adequately respond to unpredictable risks is improved.
Confirmed that management considered and

implemented appropriate risk responses and
monitored risk on a continuous basis.
Liaised closely with the Audit Committee to exchange
information relevant to risk.
Expressed the committees formal opinion to the
Board on the effectiveness of the system and process
of risk management.
Reviewed reporting concerning risk management
Management remains accountable to the Board for
included in the integrated report, ensuring that it is
designing, implementing and monitoring the processes of
timely, comprehensive and relevant.
risk management and integrating it into the day-to-day

activities of the Group.
The Risk Committee is responsible for overseeing the
adequacy and overall effectiveness of the Groups
risk management function and its implementation
by management. The Terms of Reference of the Risk
Committee also include oversight of sustainability within
the Group.
Sustainability
Made recommendations to the Board concerning key
policies, strategies and performance indicators.
Provided appropriate guidance and strategic direction
on sustainability issues affecting the Group.
Reviewed the Groups annual sustainability report
prior to submission to the Board for approval.
61
Risk assessment
The Group has adopted an incremental, step-by-step
approach to enhancing its risk management capabilities
to provide a more enterprise-wide view over time.
The Enterprise Risk Management (ERM) evolution and
maturity has been closely aligned to the growth and
diversification of the Group. Formal risk assessments
are performed bi-annually in May and November where
existing risks are reassessed and new and emerging
risks are identified through a combination of facilitated
workshops and interviews with Group executives
and management. The RCL Foods risk universe is the
foundation for conducting the strategic risk assessment
and provides management with another filter to
determine if any key business risk areas have been
overlooked which could make the organisation vulnerable.
Risk reviews are proactive in not only determining
negative areas but also identifying areas of opportunity
where effective risk management can be turned into a
competitive advantage.
The Group risk register summarises the significant
risks faced by the Group, which are assessed both
62
quantitatively and qualitatively, by taking into account

the likelihood of occurrence, the potential impact,
related mitigating factors and compensating controls.
Managements treatment of risks is aligned to the
risk appetite and tolerance approved by the Board.
Appropriate risk response strategies in relation to
the Groups major risks have been developed and
implemented. The adequacy and effectiveness of these
strategies are reviewed on an ongoing basis to ensure
that they are responsive to changes in the dynamic
environment in which the Group operates.
Key risks
The following table provides a brief description of the
key operational and strategic risks to which the Group is
exposed and the mitigating controls in place to manage
these risks.
The Groups risk management processes and practices
were independently assessed during the 2011 financial
year and were categorised as developed. Opportunities
for further enhancement are evaluated on an ongoing
basis.
Business
risk
Context
Risk response
Commodity
price
fluctuations
The cost of the Groups products can be

significantly affected by the cost of the
underlying commodities and materials from
which they are made. Fluctuations in these
costs cannot always be passed on to the
consumer through pricing.
Raw material procurement is centralised within

Rainbow and Foodcorp.
Clear procurement strategy and policy is defined.
The Procurement Committees meet at least monthly to
review market factors and set mandates.
Pricing
pressure
Competition, customer pressures, increased

imports into South Africa and changes in
government regulations may restrict and put
pressure on the Groups ability to increase
prices.
Regular management forecasts and reviews that focus

on actions required to deliver desired performance.
Active engagement with industry regulatory bodies
and government in driving the anti-dumping agenda.
Working with government to adopt a responsible
approach to new regulations.
Building RCL Foods brands through innovation and
marketing programmes.
Emphasis on cost reductions and operational
effectiveness.
Availability
and pricing
of energy
and water
The Group is aware of the need to reduce the

usage of both water and electricity in light
of constrained availability and recent price
increases. Non-availability of either has a
significant negative impact on operations.
A sustainability framework is in place for defining and

reviewing environmental objectives and targets.
Continual focus on waste water reduction and
introduction of water re-use systems.
Research into ways to reduce energy consumption, e.g.
use of energy saving lighting on farms and alternative
energy sources, i.e. chicken litter, wind and solar
energy.
TSBs incorporation into the RCL Group presents
potential opportunities for internal power sales
through wheeling. Eskom-purchased electricity was
reduced by over 9,5 million kWh through
co-generation of electricity at mills.
Noncompliance
with
laws and
regulations
The Groups operations are subject to

legislation and regulations by authorities that
oversee, including but not limited to:
Financial standards
Food labelling requirements
Facility and product requirements
Safety, health and environmental
requirements and standards for staff,
consumers and customers.
The inability to manage compliance may
impact the Groups reputation.
Appropriate policies, systems, procedures and

reporting.
Training and awareness is continuously provided on a
targeted basis across the Group.
Appointment of skilled technical resources/and
consultation with subject matter experts.
Supply
chain
disruptions
The Groups supply chain network is

exposed to potentially adverse events such
as physical disruptions, environmental
and industrial accidents or supplier
ineffectiveness which would impact on
the Groups ability to deliver orders to its
customers.
Business continuity and disaster recovery plans are in

place to deal with major incidents or crises.
The Group works closely with external risk assessors
and insurers to ensure that all facilities have the
highest level of fire detection and prevention.
The Group adheres to good farming practices and
extensive precautionary measures are in place to
ensure the health of the flocks and cane production.
Strike action plans in place.
The Groups key suppliers are either internally and/
or externally certified and the quality of material is
regularly monitored.
63
64
Business
risk
Context
Risk response
Customer
relations
and brand
preference
Establishing, monitoring and enhancing

relationships between the Groups brands,
its customers and consumers is key to the
ongoing success of RCL Foods.
Continuous monitoring of external market trends and

collation of consumer and customer insight to develop
category and brand strategies.
Continuous investment in Research and Development
and product/brand development.
Building and maintaining trading relationships across
all customers.
Development of joint engagement plans with key
customers that include innovation development and
customer service objectives.
Strategic
acquisitions,
mergers
and
divestiture
Sound due diligence disciplines are used in all mergers,

RCL Foods may not successfully identify or
acquisitions and joint ventures. These projects are
complete strategic acquisitions, joint ventures
resourced by dedicated and qualified personnel.
or divestitures. This could materially and
adversely affect the Groups financial condition
and operating results.
Fraud
and
ethics
Acting in an ethical manner, consistent with

the expectations of customers, consumers
and other stakeholders, is essential for the
protection of the reputation of the Group and
its brands.
Corporate Code of Conduct and Ethics policy govern

the behaviour of employees, suppliers, etc.
As part of the Groups anti-fraud and anti-corruption
efforts internal audits are conducted to assess the
status of internal controls, including controls to
minimise the risk of fraud.
A confidential reporting mechanism (whistle-blowing
hotline) covering fraud and other risks is in place.
The whistle-blowing hotline, an anonymous tollfree number, provides an impartial facility for all
stakeholders to report fraud, statutory malpractice,
crime and deviations from policy.
Standard financial, logical and physical access controls
in place over cash and assets.
Managing
talent
and
skills
shortage
This is especially relevant as the Group

expands its operations into Africa. The loss of
management or other key personnel or the
inability to identify, attract and retain qualified
personnel could make it difficult to manage
the business and could adversely affect
operations and financial results.
Talent management and skills shortage are key on the

agenda of the RCL Foods executive committees.
Development of a positive, progressive and high
performance "way of operating is the culture fostered
by RCL Foods.
The recruitment strategy, which includes building a
talent pipeline through the Graduate Recruitment
Programme, is to ensure that the right people are
attracted to the organisation.
Specific processes support retention, employee
development, leadership and "high potential employee"
development and performance management.
Food
safety
Products could potentially be subjected

to food hazards if not managed within the
supply chain. As a result, the Group may be
subject to product liability claims and product
recalls.
T
he Groups product quality processes and controls
are comprehensive and well-embedded. They are
verified annually and regularly monitored.
Relevant accreditations are included in the
sustainability repost which is available on the RCL
Foods website, www.rclfoods.com.
IT systems
and
information
risk
The Groups operations are dependent on

reliable, secure, effective and efficient IT
systems. Disruptions to the Groups IT systems
could inhibit the Groups business operations,
including disruptions to sales and production.
There is also a risk of unauthorised access and
misuse of sensitive information.
F
ormal disaster recovery plans and backup strategies
are in place and steps are taken to ensure these plans
are tested regularly and updated accordingly.
Key applications are hosted out of genuine data centre
facilities accompanied by appropriate power and
network redundancy.
Physical security at the data centre facilities is robust
with the required access and environmental monitoring
in place.
SOCIAL AND ETHICS COMMITTEE
Performance:
The role of the Social and Ethics Committee is to assist

the Board with monitoring and reporting on social,
ethical and transformational practices that are consistent
with good and responsible corporate citizenship. The
committee has adopted formal Terms of Reference which
are subject to an annual review by the Board.
In terms of its mandate the Social and Ethics Committee

performed the following, inter alia, during the year under
review:
Responsibilities
The objectives and responsibilities of the committee,
which is aligned to the statutory functions as per the
Companies Act, include the following:
Social and economic development, including the
Groups standing in terms of the goals and purposes
of United Nations Global Compact Principles,
the Organisation for Economic Co-operation and
Development recommendations regarding corruption,
the Employment Equity Act and the Broad-based
Black Economic (B-BBEE) Empowerment Act.
Good corporate citizenship, including the Groups
contribution to promotion of equality, prevention
of unfair discrimination, reduction in corruption,
development of the communities in which it operates
and record of sponsorship and charitable donations.
Consumer relations, including the Groups advertising,
public relations and compliance with consumer
protection laws.
Labour and employment, including the Groups
standing in terms of the International Labour
Organization Protocol on decent work and working
conditions and the Groups employment relationships
and its contribution toward the educational
development of its employees.
The Board has delegated the responsibility of monitoring
environment, health and public safety, including the
impact of the Groups activities and of its products and
services, to the Risk Committee.
Committee membership and meetings

The committee comprises two non-executive directors
(one of whom is independent) and two executive
directors. The Group Legal and Corporate Affairs director
and the GARM are permanent invitees to this committee.
In accordance with its Term of Reference, the committee
met twice during the financial year.
Considered the proposed refocus of the Groups

Corporate Social Investment strategy.
Reviewed the proposed new B-BBEE codes and the
impact of newly acquired subsidiaries on the Groups
scorecard.
Reviewed the results of the Groups participation in
external surveys in respect of any sustainability aspect
of the Group. The Group is a successful constituent of
the SRI Index for the 2014 financial year.
Reviewed the Groups progress against planned
Employment Equity targets.
Considered HR succession planning and skills
retention initiatives.
Reviewed current developments with respect to
labour relations and initiatives to ensure compliance
with labour relation laws.
Reviewed the results of anti-corruption efforts in
relation to the outcomes of whistle-blowing hotline
investigations and considered fraud risk mitigation
measures.
The following aspects also fall within the ambit of the
Social and Ethics Committee but are dealt with in more
detail in the Sustainability Report which is available on
the RCL Foods website, www.rclfoods.com.
Consumer relationships, including the companys
advertising, public relations and compliance with
consumer protection laws.
Labour and Employment.
Corporate Social Investment.
The Social and Ethics Committee is satisfied that it has
carried out its responsibilities for the year in compliance
with its approved mandate.
The Chairman of the Social and Ethics Committee,
Mr GC Zondi, will be available at the annual general
meeting to answer any questions relating to the statutory
obligations of the committee.
65
SUSTAINABILITY INTO STRATEGY
RCL Foods is committed to sustainability, being one

of the drivers underpinning the Groups strategy. To
this end, sustainability targets have been established
and are monitored by executive management. The
Group is in the process of aligning subsidiary targets
and to meet governments target of reducing carbon
emissions by 34% by 2020 from a 2010 baseline.
RCL Foods is focusing on a long-term sustainability
strategy as detailed below.
Strategic thrust
and work areas
Departmental
strategy into action
GROCERIES
BEVERAGE
MILLING
FOODCORP
PIES
RAINBOW
FARMS
Mission statement
Focus on building a
diversified African
food business of
scale with compelling
brands and a
sustainable value
chain that delivers
to consumer and
customer needs.
RISK
COMMITTEES
(Sustainability
Charter)
TSB SUGAR
Sustainability strategy into action (consolidate and align)
BAKERIES
SPECIALITIES
GRANDPARENT
BREEDER
PARENT BREEDER
MILLING
BROILER
PROCESSING
AGRICULTURE
MILLING
FEED
CANE CARRIERS
QUALITY SUGARS
LOGISTICS
VECTOR
LOGISTICS
CUSTOMERS
CONSUMERS
Long term
(10 years)
66
Medium to long term

(five years)
Short term
(one year)
Target
Why focus?
Target
Why focus?
Reduce gridgenerated power by

30%
Ensure stable supply
Reduce power
consumption/kg
by 15%
Limit effect of price

increase
Elevate water
awareness throughout
the Group by accurate
measurement
High dependence
of food industry
cleanliness on potable
water requires
measure-to-manage
Reduce Group water

consumption by 30%
Reduce pressure on
limited/failing supply
infrastructure and
resource
ITY
IC
R
T
IN
EL
C
PA
W
A
R
TE
EL
EC
Limit carbon effect

of fossil-fuelled
electricity
FU
Target
Why focus?
Target
Why focus?
Reduce food waste

by 30%
High environmental
and financial cost of
product waste
Reduce use of fossil

fuel by 10%
Limit effect of cost

increase
Reduce carbon
emissions by 5%
Fit-for-purpose
packaging and
substrates to be
selected for CO2e
reduction
Reduce vehicle
emissions by 20%
Limit effect of new

standards and carbon
taxes
Reduce waste to
landfill by 10%
Landfill costs and

capacity constraints
will rapidly increase
Increase vehicle fuel

economy by 20%
RCL Foods strives to drive sustainability by:

continually reducing negative impacts on the environment through minimising the use of non-renewable resources;

strengthening relationships with society through supporting and enabling the provision of nutrition, health and
education in the communities; and
inspiring people and great brands that drive the business to new heights.
67
SUSTAINABILITY INTO STRATEGY continued
Key issues
RCL Foods considers matters around the environment,
animal welfare, food safety, nutrition, people and
economics as key to its long-term sustainability. Key
priorities for the reporting period were:
measuring sustainability impacts of newly acquired
subsidiaries, Foodcorp and TSB;
the reduction of energy consumption throughout the
supply chain with specific targets to reduce heat and
power consumption;
water consumption and discharge management;
a focused corporate social responsibility drive; and
creating value for stakeholders through sustainable
economic growth and development.
The full sustainability report is available on the RCL Foods
website, www.rclfoods.com.
68
REMUNERATION REPORT
REMUNERATION AND NOMINATIONS COMMITTEE

The Remuneration and Nominations Committee is
responsible for the assessment and approval of the
remuneration strategy for the Group, determination of
short-and long-term incentive pay structures for Group
executives, positioning of senior executive pay levels
relative to local and international industry benchmarks
and assessment and authorisation of specific reward
proposals for the Groups executive directors and
management. The objective of the remuneration strategy
is to employ the necessary skills for the company to
achieve its business goals and to base remuneration on
personal and company performance in accordance with
competitive market practices.
The Remuneration and Nominations Committee operates
under the delegated authority of the Board and consists
of three non-executive directors and meets at least
twice a year. Mr NP Mageza is the Chairman of the
Remuneration and Nominations Committee. The other
members during the year were Messrs JJ Durand,
JB Magwaza (retired 18 November 2013), GM Steyn
and RV Smither. The Chief Executive Officer, Group HR
director and the Company Secretary attend meetings of
the Remuneration and Nominations Committee but are
excluded from the review of their own remuneration.
A schedule setting out directors remuneration and equity
interest appears in note 34 of the consolidated financial
statements.
In applying the agreed remuneration policies, the

Remuneration and Nominations Committee is committed
to the principles of accountability and transparency and
to ensuring that the reward arrangements are linked to
Group performance, and are market-related and support
the business strategies.
GROUP REMUNERATION PHILOSOPHY

Recognising that the Group is operating in a competitive
environment, the remuneration philosophy:
plays an integral part in supporting the
implementation of RCL Foods business strategies
motivates and reinforces individual and team
performance
focuses on a Total Reward Model that integrates both
financial and non-financial benefits
is applied equitably, fairly and consistently in relation
to job responsibility, the employment market and
personal performance.
The Groups application of remuneration practices:
aims to be competitive in specific market sectors in
which people are employed
determines the value proposition of the various
positions within job families or functions
ensures that performance management forms an
integral part of remuneration, thereby influencing the
remuneration components of base pay and incentives
The mandate of the Remuneration and Nominations

Committee also includes:
applies good governance to remuneration practices

within approved structures.
Providing guidance on evaluating the performance of

executive directors.
The alignment of these remuneration principles aims to

meet the strategic objectives of:
Reviewing and recommending to the Board the

remuneration of executive directors.
Reviewing and approving general proposals for salary
adjustments in the Group.
Approving principles on which short-term incentives
for all staff are based.
Approving all awards pursuant to the RCL Foods
Share Appreciation Rights Scheme.
Approving the overall cost of remuneration increases
awarded.
Approving annual performance bonuses.
Reviewing the executive succession plan.
The committee considers the views of the Chief Executive
Officer on the performance and remuneration of his
colleagues. The Chief Executive Officer and Group
HR director assist the Remuneration and Nominations
Committee with analysis of external market data and
trends.
attracting, retaining and motivating key and talented

people
competing in the marketplace with the intention of
being a preferred employer
rewarding individual and business performance and
encouraging superior performance.
Fixed remuneration
Following established market best practice, salaries
are set with reference to the scope and nature of
an individuals role and his or her performance and
experience, and comparing it with the upper-quartile pay
levels of South African companies to ensure sustainable
performance and market competitiveness.
Employees receive guaranteed packages which include
membership of one of the Groups approved medical aid
schemes and a vehicle allowance for necessary business
travel. Retirement and risk benefits, including death-inservice benefits, also apply, subject to the rules of all of
the Groups Pension and Provident Funds.
69
REMUNERATION REPORT continued
Employees fixed remuneration is reviewed and

increased annually in October by the Remuneration and
Nominations Committee.
Annual performance bonus

In addition to guaranteed packages, executive directors
and members of management participate in an annual
performance bonus scheme to reward the achievement
of agreed Group and company financial, strategic and
personal performance objectives.
The Remuneration and Nominations Committee sets
the performance target for the bonus scheme based on
the annual budget, which takes into account prevailing
market conditions, and ensures that a demanding target
is in place to encourage performance.
Long-term incentive plans

Executive directors and selected employees currently
participate in three long-term incentive plans designed to
recognise their contribution to the business by enabling
them to participate in the growth in the value of the
Group.
The RCL Foods Share Incentive Scheme (RSIS) was
previously the only such plan, but developments in the
regulatory environment and the change in practice
both internationally and locally with regard to incentive
schemes necessitated a review of the RSIS by the Board.
As a result, the Board recommended the adoption of
a new Rainbow Share Appreciation Rights Scheme
(RSARS), based on equity-settled share appreciation
rights. The salient features of the RSARS were included
in the 2009 annual report, and the adoption of the new
scheme was approved by shareholders on 31 July 2009.
The Remuneration and Nominations Committee has not
issued any further share options in respect of the RSIS
since adoption of the RSARS, and the RSIS will simply
be allowed to run its course in respect of existing share
options. The existing RSIS will remain in place for share
options granted and offers made under that scheme until
such time as the share options are exercised or lapse or
are substituted with awards under the new RSARS.
An additional long-term incentive plan, Conditional Share
Plan (CSP), was approved by shareholders on
20 November 2012.
All other South African based Group employees who
do not participate in one of the schemes mentioned
above, participate in the growth in the value of the Group
through the Employee Share Ownership Programme
(ESOP).
RCL Foods Share Incentive Scheme (RSIS)

Within the limits imposed by the companys shareholders
and the JSE Limited, the Remuneration and Nominations
Committee approved and granted share options on
an annual basis, as well as periodically when either an
employee was promoted or a new appointment was
made to an appropriate management position. The share
options were granted at the closing share price ruling
on the trading days when approval was given by the
Remuneration and Nominations Committee.
Share options vest after stipulated periods and are
exercisable up to a maximum of ten years from the grant
dates (if granted prior to 31 March 2005) or seven years
from the grant dates (if granted after 31 March 2005).
Share options granted vest as follows:
First third second anniversary of grant date
Second third third anniversary of grant date
Final third fourth anniversary of grant date.
On resignation, share options that have not yet vested
will lapse and share options that have vested may
be exercised before the last day of employment. On
retirement, share options that have not yet vested
will lapse and share options that have vested may be
exercised within six months from the date of retirement.
On death, share options that have not yet vested will
lapse and share options that have vested may be
exercised by beneficiaries within six months from the date
of death.
RCL Foods Share Appreciation Rights Scheme

(RSARS)
The new RSARS provides executive directors and selected
employees with conditional rights to receive RCL Foods
ordinary shares, referred to as Share Appreciation Rights
(SAR).
Within the limits imposed by the companys shareholders
and the JSE Limited, the Remuneration and Nominations
Committee approves and awards SAR on an annual
basis, as well as periodically when either an employee
is promoted or a new appointment is made to an
appropriate management position. Recipients of SAR
become entitled to RCL Foods shares having a value
equal to the increase in the market value of a number
of notional RCL Foods shares. The market value of RCL
Foods shares for the purposes of determining award
prices and exercise prices is the volume-weighted average
price of RCL Foods shares traded on the JSE for the five
business days immediately preceding the award dates
and exercise dates approved by the Remuneration and
Nominations Committee.
SAR awards vest after stipulated periods and are
exercisable up to a maximum of seven years from the
award dates.
70
SAR awards vest as follows:

First third third anniversary of award date
Second third fourth anniversary of award date
Final third fifth anniversary of award date.
On resignation, SAR awards that have not yet vested will
lapse and SAR awards that have vested may be exercised
before the last day of employment. On retirement,
unvested SAR awards vest immediately and all SAR
awards may be exercised within 12 months from the
date of retirement. On death, unvested SAR awards vest
immediately and all SAR awards may be exercised by
beneficiaries within 12 months from the date of death.
Conditional Share Plan (CSP)

The salient features of the CSP were included in the 2012
annual report. The CSP operates in conjunction with the
current SAR scheme. The company only uses CSP to
make ad hoc allocations as and when deemed necessary
and in exceptional circumstances.
Under the CSP, participants will receive a conditional
award of shares on the award date. Provided that they
remain in the employment of the company over the
vesting period, shares will be settled to the participants
on the vesting date. Participants will have no shareholder
or dividend rights before the vesting date.
New Employee Share Ownership Programme

(ESOP)
In an effort to recognise the contribution of all employees
within the Group and to engender a culture of ownership
and commitment, the business has taken a decision
to create a vehicle through which a portion of RCL
Foods BEE shares are held in trust for the benefit of all
qualifying employees. The RCL Foods Employee Share
Trust came into effect on 1 July 2014.
Participation in the new scheme is extended to all

permanent employees of the Group based in South
Africa. Executives and managers participating in one
of the above schemes are excluded from participating
in RCL Foods Employee Share Trust. All participating
employees have been allocated the same number of
units, irrespective of seniority or position in the Group.
Each unit represents a potential future RCL Foods
shareholding.
The scheme has a seven-year transaction term and
delivery of any resultant value will be effected in year
eight (50% of value) and year nine (remaining 50% of
value).
POLICY ON DIRECTORS FEES AND

REMUNERATION
The directors are appointed to the Board to bring
competencies and experience appropriate to achieving
the Groups objectives.
Executive directors
The current employment agreements of executive
directors outline the components of their remuneration.
At present, remuneration is divided into two components:
a fixed component and a variable component comprising
an annual performance bonus and long-term incentives in
the form of the RSIS and RSARS, ensuring that a portion
of their package is linked to the achievement of improved
business performance.
Directors service contracts

There are no fixed-term service contracts for executive or
non-executive directors.
Non-executive directors
The Remuneration and Nominations Committee
determines the remuneration of non-executive directors.
The new Employee Share Ownership Programme replaces

the previous Employee Share Ownership Programme
which was unwound due to unsatisfactory performance
and lack of resultant value.
71
FINANCIAL STATEMENTS
REGULATORY APPROVALS
Approval of the annual financial statements
73
Report of the Audit Committee
73
Certificate by the Company Secretary
73
Report of the directors
74
Independent auditors report to the shareholders
75
GROUP FINANCIAL STATEMENTS

Consolidated statement of financial position
76
Consolidated income statement
77
Consolidated statement of comprehensive income
78
Consolidated statement of changes in equity
79
Consolidated cash flow statement
80
Notes to the consolidated cash flow statement
81
Accounting policies
83
Notes to the consolidated financial statements
97
COMPANY FINANCIAL STATEMENTS

Company statement of financial position
167
Company statement of changes in equity
168
Company cash flow statement
168
Notes to the company cash flow statement
169
Notes to the company financial statements
170
72
167
Company statement of comprehensive income
APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS

The directors are responsible for the preparation and integrity of the annual financial statements of the company and the
Group and other information included in this report which has been prepared in accordance with International Financial
Reporting Standards. The directors are also responsible for the systems of internal control.
The directors, supported by the Audit Committee, are of the opinion, based on the information and explanations given
by management and the internal auditors and on comment by the independent external auditors on the results of their
statutory audit, that the Groups internal accounting controls are adequate, so that the financial records may be relied
upon for preparing the financial statements and maintaining accountability for assets and liabilities. The directors believe
that the Groups assets are protected and used as intended in all material respects with appropriate authorisation.
Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of these
controls, procedures and systems has occurred during the year.
In preparing the annual financial statements, the Group has used appropriate accounting policies, supported by
reasonable judgements and estimates, and has complied with all applicable accounting standards. The directors are of
the opinion that the annual financial statements present fairly the financial position of the company and the Group at
30 June 2014 and the results of its operations for the year then ended. The directors are also of the opinion that the
Group will continue as a going concern in the year ahead.
The annual financial statements, set out on pages 76 to 173, which have been prepared on the going concern basis, were
approved by the Board of directors on 27 August 2014 and are signed on its behalf by:
JJ Durand
M Dally
27 August 2014
REPORT OF THE AUDIT COMMITTEE

The Audit Committee submits this report, as required in terms of the Companies Act of South Africa, in respect of the
year ended 30 June 2014. The Audit Committee consists of three non-executive directors who act independently as
described in section 94 of the Act. During the year three meetings were held; refer to the corporate governance report
on page 55 for details regarding attendance. At the meetings the members fulfilled all their functions as prescribed
by the Act. A detailed list of the functions of the Audit and Risk Committees is contained in the corporate governance
report. The Audit Committee has satisfied itself that the auditors are independent of the company and the Group and are
therefore able to conduct their audit functions without any influence from the Group.
RV Smither
Chairman of the Audit Committee
27 August 2014
CERTIFICATE BY THE COMPANY SECRETARY

I hereby certify that in respect of the year ended 30 June 2014, the company has lodged with the Registrar of Companies
all such returns as are required of a public company in terms of section 88(2) of the Companies Act of South Africa and
that all such returns are true, correct and up to date.
JMJ Maher
Company Secretary
27 August 2014
73
REPORT OF THE DIRECTORS

NATURE OF BUSINESS
RCL Foods Limiteds (RCL Foods) ambition is to build a diversified African food business of scale with compelling
brands and a sustainable value chain that delivers to consumer and customer needs.
It is the holding company of four principal operating subsidiaries, Foodcorp Proprietary Limited, Rainbow Farms
Proprietary Limited, TSB Sugar RSA Proprietary Limited and Vector Logistics Proprietary Limited.
STATED CAPITAL
A R790 million equity raising offer to non-controlling shareholders was completed in February 2014 which necessitated
an increase in the authorised shares of the company to 2 billion. The issued share capital increased by
284 553 675 (2013: 279 264 878) ordinary shares during the year due to the offer to non-controlling shareholders,
the shares issued on the acquisition of TSB Sugar RSA Proprietary Limited and share options being exercised. At the
reporting date, unexercised share options totalling 2 748 473 (2013: 8 735 693) had been granted to participants in the
Rainbow Share Incentive Scheme. No further options will be issued and the scheme will be allowed to run its course. At
the reporting date unexercised share appreciation rights totalling 44 041 763 (2013: 24 179 966) had been granted to
participants. At reporting date the unexercised options relating to the Conditional Share Plan was 2 715 498 (2013:
1 977 746). These options and rights are granted at the discretion of the Remuneration and Nominations Committee.
Refer below for impact of BEE transactions on stated capital.
Shareholders will be asked to consider an ordinary resolution at the forthcoming annual general meeting for the unissued
shares of the company to remain under the control of the directors until the following annual general meeting.
FINANCIAL RESULTS
The loss for the year attributable to owners of the parent amounted to R289,0 million (2013: R27,2 million profit). This
translates into a headline loss per share from continuing operations of 47,7 cents (2013: 4,8 cents earnings) based on the
weighted average shares in issue during the year.
DIVIDENDS
Ordinary dividend declared in respect of the year under review is as follows:
Number 79 amounting to 20 cents per ordinary share declared on 27 August 2014 and payable on 20 October 2014.
The salient dates of the declaration and payment of dividend number 79 are as follows:
Last date to trade ordinary shares cum dividend
Ordinary shares trade exdividend
Record date
Payment date
Friday, 10 October 2014

Monday. 13 October 2014
Friday, 17 October 2014
Monday, 20 October 2014
BEE TRANSACTIONS
On 30 July 2008, 51 177 217 shares were issued to Eagle Creek Investments 620 Proprietary Limited in terms of the BEE
transaction. This transaction was unwound in the current financial year, resulting in a repurchase of the shares issued.
On 26 May 2014, 44 681 162 shares were issued to the RCL Employee Trust and 19 149 069 shares were issued to Business
Venture Investments 1763 Proprietary Limited in terms of a BEE transaction.
On 3 April 2014, 6 928 406 shares were issued to Malongoana Investments RF Proprietary Limited in terms of a BEE
transaction.
For accounting purposes, these shares were not treated as issued.
These transactions are treated as options and therefore have no impact on the per share calculations. The above
transactions have impacted on the current financial year through an accelerated expense resulting from the unwinding of
the previous BEE transaction and charges relating to the new scheme comprising a once-off strategic partners expense
and a recurring expense to be recorded over the vesting period. Refer to note 35 for further details.
SUBSIDIARIES
Details of RCL Foods interest in its subsidiaries are set out in note 40.
HOLDING COMPANY
Remgro Limited is the ultimate holding company of RCL Foods.
DIRECTORS
The names of the directors are listed on pages 18 and 19 respectively.
DIRECTORS SHAREHOLDINGS
At the date of this report, the directors in aggregate held direct beneficial interests in 1 451 653 (2013: 1 451 653) ordinary
shares in the company and had indirect beneficial interests in 4 481 038 (2013: 6 693 323) ordinary shares. Details of
directors shareholdings are set out in note 34 of the notes to the Group annual financial statements.
SUBSEQUENT EVENTS
No material change has taken place in the affairs of the Group between the end of the financial year and the date of this
report.
74
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS

of RCL Foods Limited for the year ended 30 June 2014
We have audited the consolidated and separate financial statements of RCL Foods Limited set out on pages 76 to 173,
which comprise the statements of financial position as at 30 June 2014, and the income statements, statements of
comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and the
notes, comprising a summary of significant accounting policies and other explanatory information.
Directors responsibility for the financial statements

The companys directors are responsible for the preparation and fair presentation of these consolidated and separate
financial statements in accordance with International Financial Reporting Standards and the requirements of the
Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the
preparation of consolidated and separate financial statements that are free from material misstatement, whether due to
fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated
and separate financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated
and separate financial position of RCL Foods Limited as at 30 June 2014, and its consolidated and separate financial
performance and its consolidated and separate cash flows for the year then ended in accordance with International
Financial Reporting Standards and the requirements of the Companies Act of South Africa.
Other reports required by the Companies Act

As part of our audit of the consolidated and separate financial statements for the year ended 30 June 2014, we have
read the Directors Report, the Audit Committees Report and the Company Secretarys Certificate for the purpose of
identifying whether there are material inconsistencies between these reports and the audited consolidated and separate
financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we
have not identified material inconsistencies between these reports and the audited consolidated and separate financial
statements. However, we have not audited these reports and accordingly do not express an opinion on these reports.
PricewaterhouseCoopers Inc.
Director: H Ramsumer
Registered Auditor
Durban
27 August 2014
75
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 June 2014
Restated*
2012
R000
Note
1
2
8
3
4
19
5
5132889
5776041
498803
347819
356013
8678
1555
3647206
5816643
12121798
9597131
2141390
2157236
538881
3041277
713357
476427
1507354
2841
13907
446000
1047710
541110
1182507
537059
2251397
130275
361505
32325
450000
2313191
536605
7788962
7794864
3054901
19910760
17391995
5196291
9955700
330338
2462
(1919832)
1005921
5079194
185188
1041
1198253
160724
1468691
1537140
Equity attributable to equity holders of the company

9374589
61697
6734114
311306
2896117
Total equity
9436286
7045420
2896117
65642
428673
225776
35260
5515289
1 281 318
72959
170335
24398
1 996 415
7 064 299
617126
3 604 363
3059
4627716
2 794 193
1648147
297229
5089
5766
1343
33243
ASSETS
Non-current assets
Intangible assets
Biological assets
Investment in joint ventures
Investment in associate
Deferred income tax asset
Long-term loans
Current assets
Inventories
Biological assets
Trade and other receivables
Preference shares receivable
Derivative financial instruments
Tax receivable
Investment in money market fund
Cash and cash equivalents
Assets of disposal group classified as held for sale
7
8
9
6
10
11
Total assets
EQUITY
Stated capital
Share-based payments reserve
Other reserves
Common control reserve
Retained earnings
LIABILITIES
Non-current liabilities
Deferred income
Preference share liabilities
Trade and other payables
Current liabilities
Deferred income
Current income tax liabilities
Bank overdraft
Liabilities of disposal group classified as held for sale
12
13
14
22
17
19
15
16
18
18
22
17
15
10
11
5153
367556
1 362 670
10389
25388
20993
186151
1824072
317318
128955
4327
20811
31160
305792
122811
3
1655
178656
8 478 059
3 282 276
1683048
Total liabilities
10474474
10346575
2300174
19910760
17391995
5196291
*
76
Restated*
2013
R000
2014
R000
Refer to note 36, 39 and 41 for further details.

C
CONSOLIDATED
INCOME STATEMENT
Note
Revenue
2014
R000
19719965
Restated*
2013
R000
10108812
Operating profit before depreciation, amortisation and impairment (EBITDA)

20
1122220
(588177)
445347
(278294)
Operating profit
Finance costs
Finance income
21
23
24
3
4
534043
(1043458)
148283
16854
(6520)
167053
(153675)
53874

Income tax expense
25
(350798)
44061
67252
(75435)
Loss after tax from continuing operations

Profit for the year from discontinued operation
11
(306737)
29755
(8183)
15311
(276982)
7128
(Loss)/profit for the year attributable to:

(289039)
12057
27246
(20118)
(276982)
7128
Earnings per share from continuing and discontinued operations
26
attributable to equity holders of the company

Basic earnings per share
(cents)
(cents)
(45,7)
4,3
4,5*
2,5
From (loss)/profit for the year attributable to equity holders of the company
(cents)
(41,4)
7,0
Diluted earnings per share

(cents)
(cents)
(45,7)
4,3
4,4*
2,5
From (loss)/profit for the year
(cents)
(41,4)
6,9
Refer to note 39 for further details.
77
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2014
R000
Restated*
2013
R000
(276982)
7128
Other comprehensive income

Items that will not be reclassified to profit or loss:
Remeasurement of retirement medical aid obligations
Items that may be reclassified subsequently to profit or loss:
Cash flow hedges
Currency translation differences
15451
(1286)
(1874)
3295
1019
22
Other comprehensive income/(loss) for the year net of tax
16872
(245)
Total comprehensive (loss)/income for the year
(260110)
6883
Total comprehensive (loss)/income for the year attributable to:

(272167)
12057
27001
(20118)
(260110)
6883
(301685)
29518
11 690
15311
(272167)
27 001
Total comprehensive (loss)/income attributable to equity holders of the

company arises from:
Items in the statement above are disclosed net of tax. The income tax relating to each component of other
comprehensive income is disclosed in note 14 to the consolidated financial statements. The tax relating to the
remeasurement of medical aid obligations was (R6 008 000) (2013: R500 000).
*
78
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to equity holders of the company
Stated
capital
R000
Balance at 1 July 2012
restated*
1198253
Profit for the year
Ordinary dividend paid
Acquisition of subsidiary
BEE share-based
payments charge
Rights issue
3857469
Employee Share Incentive
Scheme:
p
roceeds from shares issued
23472
value of employee services
restated*
5079194
Profit for the year

Acquisition of non-controlling
interest in subsidiary*
Transfer to retained earnings
Acquisition of entity
under common control*
4000000
BEE share-based
payments charge
Pro rata issue of shares
790184
Employee Share Incentive
Scheme:
proceeds from shares issued
86322
value of employee services
Balance at 30 June 2014
*
9955700
Sharebased
payments
reserve
R000
Other
reserves
R000
Common
control
reserve
R000
160724
Retained
earnings
R000
Total
R000
1537140 2896117
27246
27246
(1286)
(245)
(94409)
(94409)
1041
Noncontrolling
interests
R000
(20118)
331424
3336
21128
185188
1041
1468691
1 421
2462
23472
21128
23472
21128
6734114
(189182)
(189182)
2080168
32664
330338
3336
3857469
(289039)
16872
112486
(1919832) 1005921
2896117
7128
(245)
(94409)
331424
3336
3857469
(289039)
15451
(1919832)
Total
R000
311306
12057
(493269)
189182
42421
7045420
(276982)
16872
(493269)
2122589
112486
790184
112486
790184
86322
32664
86322
32664
9374589
61697
9436286
Refer to note 36 and 39 for further details.
79
CONSOLIDATED CASH FLOW STATEMENT

Note
Cash flows from operating activities
Finance income received
Finance costs paid
Net cash inflows from operating activities discontinued operation
Tax paid
2013
R000
1174003
77197
(607746)
43918
(48921)
669279
51980
(8599)
53293
(60938)
Cash available from operating activities

Dividends received
Dividend paid
638451
27673
705015
Net cash inflow from operating activities
666124
610606
(306489)
(347532)
(18417)
(9495)
(298083)
(178921)
(8853)
Cash flows from investing activities

Replacement property, plant and equipment
Expansion property, plant and equipment
Intangible asset additions
Acquistion of biological assets
Acquisition of entity under common control
Acquisition of joint ventures
Proceeds on disposal of property, plant and equipment and intangible assets
Proceeds on redemption of preference shares receivable
Net cash outflow from investing activities discontinued operation
(94409)
C
D
(747008)
152836
(123275)
30591
130275
4000
(6556)
(128955)
2581
41264
(450000)
(759)
(494062)
(1768734)
(5736216)
4565711
(604000)
(63933)
(493085)
876506
(3519)
(827777)
112472
3880941
(109)
Net cash (outflow)/inflow from financing activities
(1458536)
3165527
Net movement in cash and cash equivalents

Cash and cash equivalents at the beginning of the year
(1286474)
2313191
2007399
305792
1026717
2313191
Net cash outflow from investing activities

Cash flows from financing activities
Repayment of interest-bearing liabilities
Advances of interest-bearing liabilities
Repayment of loan to Remgro
Acquistion of preference shares in subsidiary
Acquisition of non-controlling interest in subsidiary
Issue of shares
Net cash outflow from financing activities discontinued operation
Cash and cash equivalents at the end of the year (net of overdrafts)
80
2014
R000
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

2014
R000
A.
CASH GENERATED BY OPERATIONS

Operating profit
Adjusted for:
Amortisation of restraint of trade agreement
Deferred income
Profit on disposal of property, plant and equipment and intangible assets
Movement in retirement benefit obligations
Movement in derivative financial instruments non-cash flow hedges
Fair value adjustment in biological assets
Profit on purchase of preference shares
Unrealised foreign exchange gains
Share-based payments BEE charge
Share-based payments Employee Share Incentive Scheme
Cash flow hedges released
Other non-cash flow items
534043
167053
588 177
25000
3333
(12773)
8442
8175
(172769)
(15940)
3740
112486
32664
(13590)
(206)
278294
1100782
Working capital changes:
Movement in inventories
Movement in biological assets
Movement in trade and other receivables
Movement in trade and other payables
B.
C.
1906
5651
17685
(1513)
14630
3336
21128
2737
5905
516812
271807
(2129)
(337555)
141098
(78311)
(59119)
129241
160656
73221
152467
1174003
669279
30982
29505
(149)
Refer to note 36, 39 and 41 for further details.
TAX PAID
Amount refundable at the beginning of the year
Charged to the income statement
(27544)
(63840)
Normal tax
Prior year overprovision
Capital gains tax
(63248)
(587)
(5)
(59157)
(155)
Amount payable/(refundable) at the end of the year
11481
(30982)
(48921)
(60938)
(493085)
(1026225)
279217
(493085)
(747008)
(59312)
ACQUISITION OF NON-CONTROLLING INTEREST IN SUBSIDIARY

(2013: ACQUISITION OF SUBSIDIARY)
Cash paid for subsidiary (Foodcorp)
Cash acquired from business (Foodcorp)
D.
Restated*
2013
R000
ACQUISITION OF ENTITY UNDER COMMON CONTROL

Cash acquired from business (TSB)
152836
152836
81
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT continued

E.
CASH AND CASH EQUIVALENTS

Cash and cash equivalents are reported net of bank overdrafts of R21,0 million on the cash flow statement.
The bank overdrafts relate to overdrafts obtained from ABSA and Standard Bank for the purpose of working
capital, which are unsecured and payable on demand. The overdrafts bear interest at prime.
Cash and cash equivalents include restricted balances of R89,2 million (2013: R39,2 million). Restricted cash
balances consist of initial margin balances with the JSE Limited and Safex deposits with various financial
instituitions which serve as collateral for derivative positions held at year-end. This cash will only be accessible
by the Group when the related derivative positions are closed.
Restricted cash balances also consist of funds received of R4,0 million (2013: nil) from the National Department
of Rural Development and Land Reform in terms of a Mentorship Agreement which is required to be administered
and spent for the benefit of third party beneficiaries in terms of the Mentorship Agreement.
Certain cash and cash equivalents have been pledged as security for certain borrowings (refer to note 17).
The carrying amount of cash and cash equivalents approximates their fair value.
Cash and cash equivalents include amounts denominated in the following currencies
Rand
USD
GBP
Euro
Nambian Dollar
Mozambique Metical
Indonesian Rupee
82
2014
R000
2013
R000
953756
28351
27333
6
16977
238
56
2297391
4780
1026717
2313191
11020
ACOUNTING POLICIES
BASIS OF PREPARATION
The Group and company financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS), IFRIC interpretations, SAICA Financial Reporting guides, the requirements of the Companies Act
of South Africa and the Listings Requirements of the JSE Limited under the supervision of the Chief Financial Officer,
Robert Field CA(SA). The financial statements have been prepared using the historical cost convention except for
biological assets and financial instruments at fair value through profit and loss. The accounting policies comply with
IFRS and have been consistently applied to all years presented except for the adoption of the following new accounting
standards.
IAS 19 (Revised) Employee Benefits (IAS 19R)

IAS 19R amends the accounting for employment benefits. The most significant impact on the Group has been that
IAS 19R eliminates the option to defer the recognition of actuarial gains and losses. These re-measurements are required
to be presented in other comprehensive income in full.
IAS 19R has been applied retrospectively in accordance with its transitional provisions. Consequently, the Group has
restated its reported results throughout the comparative periods presented and reported the cumulative effect as at
1 July 2012 as an adjustment to opening equity. The effects of the application of IAS 19R on the reported results for the
years ended 30 June 2012, 30 June 2013 and 30 June 2014 are detailed in note 39.
RCL Foods Limited has adopted the following other new or revised accounting standards for the first time for the
financial year beginning on or after 1 July 2013, which have not had a material impact on reported results:

IFRS 10 Consolidated Financial Statements
IFRS 11 Joint Arrangements
IFRS 12 Disclosure of Interests in Other Entities
IFRS 13 Fair Value Measurement
IAS 27 Separate Financial Statements (2011)
IAS 28 Investments in Associates and Joint Ventures (2011)
Improvements to IFRSs (issued May 2012)
Amendment to IFRS 7 Disclosures Offsetting Financial Assets and Financial Liabilities
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the Groups accounting policies. The
areas involving a higher degree of judgement or complexity or where assumptions and estimates are significant to the
consolidated financial statements are disclosed on page 93.
BASIS OF CONSOLIDATION
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect these returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
The Group applies the acquisition method of accounting to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the
equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting
from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair
values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in
the acquiree either at fair value or at the non-controlling interests proportionate share of the acquirees net assets.
If the business combination is achieved in stages, the acquisition date fair value of the acquirers previously held equity
interest in the acquiree is re-measured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is
recognised in accordance with IAS 39 either in profit or loss or as a charge to other comprehensive income. Contingent
consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
The excess of the consideration transferred over the amount of any non-controlling interest in the acquiree and the
acquisition date fair value of any previous equity interest in the acquiree over the fair value of all the identifiable assets
and liabilities and contingent liabilities acquired is recorded as goodwill. If this is less than the fair value of the net assets
of the subsidiary acquired in the case of a bargain purchase, the difference is recognised in profit and loss.
Acquisitions by the Group of entities which are under common control are accounted for using pre-decessor accounting.
The assets and liabilities of the acquired entity are recognised at the predecessor values; therefore no restatement of the
acquirees assets and liabilities to fair value are required. The difference between the consideration transferred and the
carrying value of the net assets is recorded in equity in a common control reserve; as a result no goodwill is recognised
83
ACOUNTING POLICIES continued

on acquisition. The consolidated financial statements incorporate the acquired entitys results from the first day of the
month in which the transaction took place. Consequently, the consolidated financial statements do not reflect the results
of the acquired entity for the period before the transaction occurred. The corresponding amounts for the prior period are
also not restated.
Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated.
Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the
Group.
Changes in ownership in subsidiaries without change in control

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions,
that is, as transactions with the owners in their capacity as owners. The difference between fair value of any
consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in
equity. Gains and losses on disposals to non-controlling interests are also recorded in equity.
Disposal of subsidiaries
When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date
when control is lost, with the change in carrying amount recognised in profit and loss. The fair value is the initial carrying
amount for the purpose of subsequently accounting for the retained interest as an associate, joint venture or financial
asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are
accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts
previously recognised in other comprehensive income are reclassified to profit and loss.
Associates
Associates are entities over which the Group has significant influence but not control, generally accompanying a
shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity
method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount
is increased or decreased to recognise the investors share of the after-tax profit or loss of the investee after the date of
acquisition. The Groups investment in associates includes goodwill identified on acquisition.
If the ownership interest in an associate is reduced but significant influence is retained only a proportionate share of the
amounts previously recognised in other comprehensive income is reclassified to profit and loss where appropriate.
The Groups share of the post-acquisition after-tax profit or loss is recognised in the income statement, and its share of
post-acquisition after-tax movements in other comprehensive income is recognised in other comprehensive income with
a corresponding adjustment to the carrying amount of the investment. When the Groups share of losses in an associate
equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise
further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group determines at each reporting date whether there is any objective evidence that the associate is impaired. If
this is the case, the Group calculates the amount of the impairment as the difference between the recoverable amount
of the associate and its carrying value and recognises the amount adjacent to share of profit/(loss) of associates in the
income statement.
Profits and losses resulting from upstream and downstream transactions between the Group and its associate are
recognised in the Groups financial statements only to the extent of unrelated investors interests in the associates.
Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of the associates have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Dilution gains and losses arising from investments in associates are recognised in the income statement.
Joint arrangements
The Group applies IFRS 11 to all joint arrangements. Investments in joint arrangements are classified as either joint
operations or joint ventures, depending on the contractual rights and obligations of each investor. RCL Foods Limited has
assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for
using the equity method.
Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter
to recognise the Groups share of the post-acquisition profits or losses and movements in other comprehensive income.
When the Groups share of losses in a joint venture equals or exceeds its interest in the joint ventures (which includes any
long-term interests that, in substance, form part of the Groups net investment in the joint ventures), the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.
Unrealised gains/losses on transactions between the Group and its joint ventures are eliminated to the extent of the
Groups interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of
an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to
ensure consistency with the policies adopted by the Group.
84
Accounting treatment for subsidiaries in company financial statements

Investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration
arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.
Dividend income from subsidiaries is recognised in the income statement when the right to receive payment is
established.
FOREIGN CURRENCY TRANSLATION

Functional and presentation currency
Items included in the financial statements of each of the Groups entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The financial statements are presented in
rands, which is the Groups presentation currency.
Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other
comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains
and losses that relate to borrowings, cash and cash equivalents and remeasurement of forward exchange contracts and
participation hedges in relation to borrowings are presented in the income statement within finance income or costs.
All other foreign exchange gains and losses are presented in the income statement within other (losses)/gains.
Translation differences on non-monetary financial assets and liabilities, such as equities held at fair value through profit
or loss, are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary
financial assets, such as equities classified as available for sale, are included in other comprehensive income.
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary
economy) that have a functional currency different from the presentation currency are translated into the presentation
currency as follows:
Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date
of that statement of financial position.
Income and expenses for each income statement are translated at average exchange rates (unless this average is
not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the rate on the dates of the transactions).

All resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive
income.
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less accumulated depreciation less impairment losses, except
for land which is shown at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition
of the assets. Costs may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign
currency purchases of property, plant and equipment. Subsequent costs are included in the assets carrying amount or
recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance costs are charged to the income statement during the financial period in
which they are incurred.
Depreciation is provided on property, plant and equipment at rates that reduce the cost thereof to estimated residual
values over the expected useful lives of the asset on a straight-line basis. The assets residual values and useful lives are
reviewed, and adjusted if appropriate, at each reporting date. Where assets are identified as being impaired, that is when
the recoverable amount has declined below its carrying amount, the carrying amount is reduced to reflect the decline in
value.
Gains or losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the
income statement as part of operating profit.
Depreciation is calculated over the following estimated useful lives:
Buildings
20 50 years
Leasehold improvements
Shorter of useful life of 20 years or period of lease
Plant and equipment capitalised and owned
3 40 years
Vehicles capitalised and owned
3 8 years
Furniture
10 20 years
Aircraft
8 20 years
Capital work in progress is not depreciated until such time as the asset is available for use. Land is not depreciated.
85

Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial
period of time to prepare for its intended use have added to the cost of the asset, until such time as the asset is
substantially complete. Capitalisation is suspended during extended periods in which active development is interrupted.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
INTANGIBLE ASSETS
Trademarks and customer relationships
Separately acquired trademarks are shown at historical cost. Trademarks and customer relationships acquired in a
business combination are recognised at fair value at the acquisition date.
The useful lives of trademarks are assessed to be either finite or indefinite. The useful lives of customer relationships are
considered to be finite. Trademarks with finite lives and customer relationships are amortised over the useful life on a
straight-line basis and assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Amortisation periods and amortisation methods are reviewed annually.
The useful lives of intangible assets are as follows:
Trademarks
Customer relationships
Indefinite/15 20 years
10 20 years
Trademarks with indefinite lives are not amortised but are reviewed annually to determine whether indefinite life
assessment continues to be supportable. If not, the change in the useful life assessment to a finite life is made on a
prospective basis.
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the
Groups interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and
the fair value of the non-controlling interest in the acquiree. It is reported in the statement of financial position as a
non-current asset and carried at cost less accumulated impairment losses. Goodwill is allocated to each of the CGUs,
or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to
which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for
internal management purposes. Goodwill is monitored at the operating segment level. Goodwill impairment reviews
are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The
carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value
less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed. Gains and
losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Computer software
Costs associated with maintaining computer software programs are recognised as an expense as incurred. Development
costs that are directly attributable to the design and testing of identifiable and unique software products controlled by
the Group are recognised as intangible assets when the following criteria are met:

It is technically feasible to complete the software product so that it will be available for use.
Management intends to complete the software product to use.
There is an ability to use or sell the software product.
The software product will generate probable future economic benefits.
Adequate technical, financial and other resources to complete the development and to use are available.
The expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software product include the software development,
employee costs and an appropriate portion of relevant overheads.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development
costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Computer software development costs recognised as assets are amortised over their estimated useful lives, which do not
exceed 20 years and are stated at cost less accumulated amortisation.
IMPAIRMENT OF NON-FINANCIAL ASSETS

Assets that have an indefinite useful life, for example goodwill and certain trademarks, are not subject to amortisation
and are tested annually for impairment. Assets that are subject to amortisation are tested for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount
is the higher of an assets fair value less costs to sell and value in use. An impairment loss is recognised for the amount by
which the assets carrying amount exceeds its recoverable amount. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial
assets other than goodwill that were impaired, are reviewed for possible reversal of the impairment at each reporting
date.
DISPOSAL GROUPS HELD FOR SALE

Disposal groups are classified as assets and liabilities held for sale when their carrying amount is to be recovered
86
principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying
amount and fair value less costs to sell.
INVENTORIES
Finished goods, raw materials, ingredients and consumables are valued at the lower of cost and net realisable value.
Finished goods, raw materials, ingredients and consumables are determined on a first-in first-out basis for all Group
companies except for TSB Sugar RSA Proprietary Limited (TSB). TSB inventory is valued at weighted average cost.
Costs include expenditure incurred in acquiring the inventories and bringing them to their present location and condition,
all direct production costs and an appropriate portion of overheads based on normal capacity. Slaughtered chickens and
sugar are transferred to inventory at fair value less estimated point-of-sale costs. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated selling expenses.
BIOLOGICAL ASSETS
The fair value of the biological assets is determined on the following basis:
Growing crops and orchards Growing crops and orchards comprise two elements:

Bearer biological assets sugar cane roots and banana plants
Consumable biological assets standing sugar cane and bananas
Bearer biological assets are valued at fair value based on the current replacement cost of planting and establishment,
subsequently reduced in value over their productive lives.
Consumable biological assets are measured at their fair value, determined on current estimated market prices less
estimated harvesting, transport, packing and point-of-sales costs:

Standing cane is valued at estimated sucrose content, age and market price.
Growing fruit is valued at estimated yields, quality standards, age and market prices.
Live broiler birds and breeding stock are measured at fair value less estimated point-of-sale costs at reporting dates. Fair
value is determined based on market prices or, where market prices are not available, by reference to sector benchmarks.
The fair values of biological assets are level 3 fair values.
Breeding stock includes the Cobb grandparent breeding and the parent rearing and laying operations. Broiler hatching
eggs are included in breeding stock.
Gains and losses arising on the initial recognition of biological assets at fair value less estimated pointofsale costs and
from a change in fair value less estimated pointofsale costs are recognised in the income statement in the period in
which they arise.
STATED CAPITAL
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
Treasury shares
Shares in the company held by Group companies are classified as treasury shares and are held at cost. These shares
are treated as a deduction from the issued number of shares and taken into account in the calculation of the weighted
average number of shares. The cost price of the shares is deducted from the Groups equity.
CURRENT AND DEFERRED TAX

The tax expense for the period comprises current and deferred tax.
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date
in the countries where the company and the companys subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are
subject to interpretation, and establishes provisions where appropriate on the basis of amounts expected to be paid to
tax authorities.
Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively. Interest and penalties are included as part of other payables.
Deferred tax is calculated using tax rates that have been enacted or substantively enacted at the reporting date in
the countries where the company and the companys subsidiaries operate and generate taxable income, and that are
expected to apply to the period when the liability is settled or asset realised. Deferred tax is accounted for using the
balance sheet liability method in respect of temporary differences arising from differences between the carrying amount
of assets and liabilities in the financial statements and the corresponding tax value used in the computation of taxable
income. Deferred tax assets are raised only to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
87

A deferred tax liability is recognised for taxable temporary differences arising from investments in subsidiaries, associates
and joint ventures except where the Group is able to control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future. Generally the Group is unable to control the
reversal of the temporary difference for associates, unless there is an agreement in place that gives the Group the ability
to control the reversal of the temporary difference not recognised.
However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries,
associates and joint ventures only to the extent that it is probable the temporary difference will reverse in the future and
there is sufficient taxable profit available against which the temporary difference can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when they relate to income taxes levied by the same tax authority on either the same taxable
entity or different taxable entities where there is an intention to settle the balances on a net basis.
CAPITAL GAINS TAX (CGT)

CGT is levied when capital assets are disposed of or deemed to be disposed of. CGT is levied on the difference between
the proceeds on the sale of capital assets and the base cost (tax value) of the capital asset. The capital gain is included at
a rate of 66,6% in the taxable income of the company. Capital losses are ringfenced.
EMPLOYEE BENEFITS
Retirement funds
The Group operates defined contribution plans.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The
Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to
pay all employees the benefits relating to employee service in current and prior periods.
The assets of the plans are held in separate trustee-administered funds. These plans are funded by payments from the
employees and the Group, taking into account recommendations of independent qualified actuaries.
The Groups contributions to the defined contribution pension plans are charged to the income statement in the period
to which they relate.
The Group has no defined benefit pension plans in operation.
Post-retirement medical benefits Defined benefit plan

For Rainbow Farms Proprietary Limited and Vector Logistics Proprietary Limited employees engaged pre-October 2003
and January 1997 respectively, the Group provides post-retirement medical benefits to its retirees. Foodcorp Proprietary
Limited and TSB Sugar RSA Proprietary Limited provide post-retirement medical benefits to certain retired employees.
The entitlement to post-retirement medical benefits is based on the employees remaining in service up to retirement age.
The projected unit credit method of valuation is used to calculate the liability for post-retirement medical benefits and is
calculated annually by independent actuaries.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recorded
immediately in other comprehensive income in the financial year in which they arise. Past service costs are recognised
immediately in the income statement.
Bonus plan
The Group recognises a liability where contractually obliged or where there is past practice that has created a
constructive obligation. Management participates in a bonus plan whereby bonuses are paid in respect of outperformance against targets. All bonuses are authorised by the Remuneration and Nominations Committee.
Share-based payments
The Group operates share-based compensation plans under which the Group receives services from employees as
consideration for equity instruments (options and rights) of the Group. The fair value of the employees services received
in exchange for the grant of the options or rights is recognised as an expense. The total amount to be expensed is
determined by reference to the fair value of the options granted:

including any market performance conditions
excluding the impact of any service and non-market performance vesting conditions
including the impact of any non-vesting conditions.
Non-market performance and service conditions are included in assumptions about the number of options that are
expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the
specified vesting conditions are satisfied.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, with a
corresponding increase in equity, and is based on the Groups estimate of options that will eventually vest. Fair value is
88
measured by the use of a binomial model excluding non-market vesting conditions. Non-market vesting conditions are
included in assumptions about the number of options and rights that are expected to vest.
At each reporting date, the Group revises its estimates of the number of options or rights that are expected to vest
based on non-market vesting conditions. The Group recognises the impact on the original estimates, if any, in the income
statement with a corresponding adjustment to equity.
When the options or rights are exercised, the company issues new shares. The proceeds received, net of any directly
attributable transaction costs, are credited to share capital when the options or rights are exercised.
The grant by the Group of options over its equity instruments to the employees of subsidiary undertakings in the Group
is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant
date fair value, is recognised over the vesting period as an increase in investment in subsidiary undertakings, with a
corresponding credit to equity in the parent entity accounts.
BEE TRANSACTIONS
BEE transactions where the Group receives or acquires goods or services as consideration for the issue of equity
instruments of the Group are treated as share-based payment transactions.
BEE transactions where employees are involved are measured and accounted for on the same basis as share-based
payments, as disclosed above.
Transactions in which share-based payments are made to parties other than employees are measured by reference to the
fair value of equity instruments granted if no specific goods or services are received. Vesting of the equity instrument
occurs immediately and an expense and related increase in equity is recognised on the date that the instrument is
granted. No further measurement or adjustments are required as it is presumed that the BEE credentials are received
upfront. Incremental costs that are directly associated with the BEE transaction are expensed immediately in the
determination of profit or loss.
LEASES
Leases of property, plant and equipment where the Group assumes substantially all of the risks and rewards of ownership
are classified as finance leases. Finance leased assets are capitalised at the leases commencement at the lower of the fair
value of the leased asset and the present value of the future minimum lease payments. Each lease payment is allocated
between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The
corresponding rental obligations, net of finance charges, are included in non-current liabilities. The assets are depreciated
over the shorter of the period of the lease or the period over which the particular category of asset is otherwise
depreciated.
Leases where the lessor retains a significant portion of the risks and rewards of ownership are classified as operating
leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the
period of the lease.
The Group ensures that the following two requirements are met in order for an arrangement transacted by the Group to
be classified as a lease:
Fulfilment of the arrangement is dependent on the use of an asset or assets, and this fact is not necessarily
explicitly stated by the contract but rather implied.

The arrangement in substance conveys a right to use the asset.
The Groups assessment of whether an arrangement contains a lease is made at the inception of the arrangement, with
reassessment occurring in the event of limited changes in circumstances.
Where the Group concludes that it is impracticable to separate payments for the lease from other payments required by
the arrangement:
In the case of a finance lease, the Group recognises an asset and a liability at an amount equal to the fair value of
the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on
the liability is recognised using the Groups incremental borrowing rate of interest.

In the case of an operating lease, all payments under the arrangement are treated as lease payments.
REVENUE
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the
ordinary course of the Groups activities. Revenue is disclosed net of value added tax, returns, rebates and discounts and
after eliminating sales within the Group.
Sales of goods comprise the sale of milling, agricultural produce and consumer goods. Sales of services comprise
logistics and distribution services where the Group acts as an agent on behalf of a principal and earns commission, as
well as consulting services.
89

Revenue is recognised when a Group entity has delivered products to the customer (in the case of services when the
underlying products have been delivered), the customer has accepted the products, the amount of revenue can be
reliably measured, and collectability of the related receivable is reasonably assured.
Consulting services are recorded in the accounting period in which the services are rendered, by reference to completion
of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be
provided.
The Group bases its estimates of incentive rebates and settlement discounts on historical results.
Interest income
Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group
reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original
effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on
impaired loans and receivables is recognised using the original effective interest rate. Interest income is disclosed under
finance income in the income statement.
Dividend income
Dividend income is recognised when the right to receive payment is established. Dividend income is included in
operating profit in the income statement as part of other income.
FINANCIAL INSTRUMENTS
Financial instruments recognised on the statement of financial position include investments, long-term loans and
receivables, preference shares, derivative instruments, trade and other receivables, cash and cash equivalents, trade and
other payables and interest-bearing debt.
The Group classifies its financial assets at fair value through profit and loss and loans and receivables. The classification
depends on the purpose for which the financial assets were acquired. Management determines the classification of its
financial assets at initial recognition. The Group classifies its financial liabilities apart from derivatives as other financial
liabilities. Derivative financial liabilities are classified as financial liabilities at fair value through profit and loss.
Financial assets at fair value through profit and loss

Financial assets at fair value through profit and loss comprise investment in money market fund, and derivative
instruments, unless designated as hedges, are financial assets held for trading. A financial asset is classified in this
category if acquired principally for the purpose of selling in the short term. Assets in this category are classified as
current assets. Gains or losses arising from changes in the fair value of the financial assets at fair value through profit and
loss are recognised in the income statement in the period in which they arise.
Financial assets carried at fair value through profit and loss are initially recognised at fair value and transaction costs are
expensed in the income statement.
Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in
an active market. They are included in current assets, except for maturities greater than 12 months after the end of the
reporting period. These are classified as non-current assets. The Groups loans and receivables comprise long-term loans,
trade and other receivables, preference shares receivable and cash and cash equivalents in the statement of financial
position.
Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit and loss comprise derivative instruments unless designated as hedges.
Gains or losses arising from changes in the fair value of the derivatives at fair value through profit and loss are recognised
in the income statement in the period in which they arise.
Financial liabilities carried at fair value through profit and loss are initially recognised at fair value and transaction costs
are expensed in the income statement.
Other financial liabilities

Other financial liabilities consist of trade and other payables and interest-bearing borrowings. These represent financial
liabilities which are not classified as financial liabilities at fair value through profit and loss. They are included in current
liabilities, except for maturities greater than 12 months after the end of the reporting period. These are classified as noncurrent liabilities.
Derecognition
Financial assets (or a portion thereof) are derecognised when the rights to receive cash flows from the asset have
expired or have been transferred and the Group has substantially transferred all risks and rewards of ownership. On
derecognition, the difference between the carrying amount of the financial asset and the proceeds receivable is included
in the income statement.
Financial liabilities (or a portion thereof) are derecognised when the obligation specified in the contract is discharged,
cancelled or expires. On derecognition, the difference between the carrying amount of the financial liability and any
amount paid is included in the income statement.
90
Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade date, the date on which the Group commits
to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets
not carried at fair value through profit and loss. Financial assets and liabilities at fair value through profit and loss are
subsequently carried at fair value. Loans and receivables and other financial liabilities are carried at amortised cost using
the effective interest rate method.
Gains or losses arising from changes in the fair value of the financial assets at fair value through profit and loss
category are presented in the income statement in the period in which they arise. Dividend income from these assets is
recognised in the income statement when the Groups right to receive payment is established.
Accounting for derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain
derivatives as either a) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge);
b) hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction
(cash flow hedge).
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also
documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
The fair values of various derivative instruments used for hedging purposes are disclosed in notes 10 and 31. Movements
on the hedging reserve are recorded in other comprehensive income.
Trading derivatives are classified as a current asset or liability. The full fair value of a hedging derivative is classified as a
non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and, as a current asset
or liability, if the maturity of the hedged item is less than 12 months.
Fair value hedges
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income
statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged
risk. The Group applies fair value hedge accounting for hedging foreign currency risk on certain foreign currency
denominated balances. The gain or loss relating to the effective and ineffective portion is recognised in the income
statement under foreign exchange gains/losses. If the hedge no longer meets the criteria for hedge accounting, the
adjustment to the carrying amount of a hedge item for which the effective interest rate method is used is amortised to
profit or loss over the period to maturity.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately
in the income statement.
Amounts accumulated in equity are reclassified in the income statement in the periods when the hedged item will affect
profit and loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction
that is hedged results in the recognition of a non-financial asset (for example, inventory) or a liability, the gains and
losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of
the asset or liability. The deferred amounts are ultimately recognised in cost of goods sold in the case of inventory or in
depreciation in the case of fixed assets. When a hedging instrument expires or is sold, or when a hedge no longer meets
the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is
recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction
is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the
income statement.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting and are accounted for at fair value through profit
and loss. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised
immediately in the income statement. Changes in the fair value of derivatives that are utilised for financing activities are
recorded in finance costs.
Impairment of financial assets

Assets carried at amortised cost
The Group assesses at the end of each reporting date whether there is objective evidence that a financial asset or group
of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are
incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial
recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of
the financial asset or group of financial assets that can be reliably estimated.
91

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant
financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy
or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
For loans and receivables category, the amount of the loss is measured as the difference between the assets carrying
amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred),
discounted at the financial assets original effective interest rate. The carrying amount of the asset is reduced and the
amount of the loss is recognised in the income statement. If a loan or held-to-maturity investment has a variable interest
rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the
contract.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised (such as an improvement in the debtors credit rating), the reversal
of the previously recognised impairment loss is recognised in the income statement.
Fair value estimation

The fair value of financial instruments traded in active markets (such as publicly traded derivatives) is based on quoted
market prices at the statement of financial position date. The quoted market price used for financial assets held by the
Group is the current market price; the appropriate quoted market price for financial liabilities is the current ask price.
These comprise level 1 financial instruments. The Group did not have any level 1 financial instruments in the current and
previous financial year.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives)
is determined by using valuation techniques. The Group used a variety of methods and makes assumptions that are
based on market conditions existing at each statement of financial position date. Quoted market prices or dealer quotes
for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are
used to determine fair value for the remaining financial instruments. The fair value of forward exchange contracts is
determined using forward exchange market rates at the statement of financial position date. These comprise level 2
financial instruments.

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of
business. Trade receivables are recognised initially at fair value and are subsequently measured at amortised cost using
the effective interest rate method, less accumulated impairment losses. If collection is expected in one year or less (or in
the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as
non-current assets.

Cash and cash equivalents include cash on hand, deposits held on call with banks, other short-term highly liquid
investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are included in current
liabilities on the statement of financial position.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business
from suppliers. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest rate method.
Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating
cycle of the business if longer). If not, they are presented as non-current liabilities.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised
in the income statement over the period of the borrowings using the effective interest method.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it
is probable that an outflow of economic resources will be required to settle the obligation, and the amount has been
reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination payments.
Provisions are not recognised for future operating leases.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an
outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
The increase in the provision due to the passage of time is recognised as interest expense.
92
Preference shares
Preference shares are mandatorily redeemable on a specific date and are thus classified as liabilities. The dividends on
these preference shares are recognised in the income statement as finance costs.
Offset
Financial assets and financial liabilities are offset if there is a currently enforceable legal right to offset and there is an
intention either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred income
Deferred income represents interest income not yet earned on loans received from the government as a result of the
interest rate charged being below market-related rates. The deferred income is recorded in the income statement over
the period of the loan in the same manner that the effective interest expense on the loan is charged to the income
statement.
DIVIDEND DISTRIBUTION
Dividend distribution to the companys shareholders is recognised as a liability in the Groups financial statements in the
period in which the dividends are approved by the companys Board.
OPERATING SEGMENTS
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Chief Executive Officer.
STATEMENT OF COMPREHENSIVE INCOME LINE ITEMS

The following additional line items, headings and subtotals are presented on the face of the statement of comprehensive
income as management believes them to be relevant to the understanding of the Groups financial performance:

Operating profit before depreciation, amortisation and impairment, being the trading income of the Group.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The key assumptions and sources of estimation uncertainty at the reporting date that could have significant risk of
causing material adjustment to the carrying amounts of the assets and liabilities within the new financial year:
Useful lives and residual values of assets

Items of property, plant and equipment are depreciated over their useful lives taking into account residual values. Useful
lives and residual values are reviewed annually, taking into account factors such as the expected usage, physical output,
market demand for the output of the assets and legal or similar limits on the assets.
Impairment of assets
A restoration of normal trading conditions is required for the poultry industry in South Africa to survive. The Rainbow
and RCL Foods Boards continue to assess the need for an impairment of assets. A return to adequate profitability is
dependent on the local industry returning to relative supply/demand balance, of which successful implementation of
permanent anti-dumping duties from 1 January 2015 is one part.
An impairment will need to be raised should the supply/demand equilibrium not be restored or, despite management
interventions, there is no meaningful improvement in Rainbows profitability.
Goodwill and trademarks

Goodwill and indefinite life trademarks are considered for impairment at least annually.
Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating units to
which goodwill has been allocated. The value-in-use calculation requires the entity to estimate the future cash flows
expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value of
future cash flows. Management estimates the discount rate using pre-tax rates that reflect current market assessments
of the time value of money and risks specific to the cash-generating units. The growth rates are based on industry and
customer growth forecasts.
Determining whether trademarks are impaired requires an estimation of the value-in-use of the trademark. The value-inuse calculation requires the entity to estimate the future cash flows expected to arise from the trademark and a suitable
discount rate in order to calculate the present value of future cash flows. Management estimates the discount rate using
pre-tax rates that reflect current market assessments of the time value of money and risks specific to the cash-generating
units. The growth rates are based on industry and customer growth forecasts.
The key assumptions used in the calculations are disclosed in the notes to the financial statements.
Fair value assessment of biological assets

The key assumptions used in the calculation of the fair value of chicken, banana and cane stock are disclosed in the notes
to the financial statements.
93

Provision for sugar shortage

The provision relates to the sugar shortage at year-end, The purpose of the provision is to calculate on an acceptable
method the handling losses in those stockholding areas where accurate stock counts cannot be performed and reliance is
placed on the work of quantity surveyors.
Liability for post-retirement medical benefits

The liability is determined by annual actuarial assumptions. The key estimates and assumptions relating to the actuarial
calculation are disclosed in note 16 to the financial statements.
Business combinations
Critical accounting estimates and assumptions were also made during the purchase price allocation process in
accounting for acquisitions as business combinations in accordance with IFRS 3 (Business combinations). These
estimates and assumptions relate to the determination of useful lives of assets, discount rates, growth rates and valuation
of unlisted investments.
Valuation of financial instruments

The value of the derivative instruments fluctuates on a daily basis and the actual amounts realised may differ materially
from their value at the statement of financial position date.
IMPACT OF FUTURE AMENDMENTS TO ACCOUNTING STANDARDS AND INTERPRETATIONS

Management has considered all standards, interpretations and amendments that are in issue but not yet effective.
Management has considered that these standards do not have a significant impact on the Groups financial statements.
The standards, interpretations and amendments that are relevant to the Group but which the Group has not early
adopted are as follows:
NUMBER TITLE AND SUMMARY

IFRS 9
Financial instruments

Financial assets
IFRS 9 has three classification categories for debt instruments: amortised cost, fair value through other
comprehensive income (FVOCI) and fair value through profit or loss (FVPL).
Classification under IFRS 9 for debt instruments is driven by the entitys business model for managing the
financial assets and whether the contractual cash flows represent solely payments of principal and interest
(SPPI). An entitys business model is how an entity manages its financial assets in order to generate cash
flows and create value for the entity. That is, an entitys business model determines whether the cash flows
will result from collecting contractual cash flows, selling financial assets or both. If a debt instrument is held
to collect, it may be classified as amortised cost if it also meets the SPPI requirement. Debt instruments that
meet the SPPI requirement that are held in a portfolio where an entity both holds to collect assets cash flows
and sells assets may be classified as FVOCI. Financial assets that do not contain cash flows that are SPPI must
be measured at FVPL (for example, derivatives).
Investments in equity instruments are always measured at fair value. However, management can make an
irrevocable election to present changes in fair value in other comprehensive income, provided the instrument
is not held for trading. If the equity instrument is held for trading, changes in fair value are presented in profit
or loss.

Financial liabilities
The requirements in IAS 39 regarding the classification and measurement of financial liabilities have been
retained, including the related application and implementation guidance.
Under the new standard, entities with financial liabilities designated at FVTPL recognise changes in the
fair value due to changes in the liabilitys credit risk directly in OCI. There is no subsequent recycling of the
amounts in OCI to profit or loss, but accumulated gains or losses may be transferred within equity.
However, if presenting the change in fair value attributable to the credit risk of the liability in OCI would
create an accounting mismatch in profit or loss, all fair value movements are recognised in profit or loss.
An entity is required to determine whether an accounting mismatch is created when the financial liability
is first recognised and this determination is not reassessed. The mismatch must arise due to an economic
relationship between the financial liability and a financial asset that results in the liabilitys credit risk being
offset by a change in the fair value of the asset.
Financial liabilities that are required to be measured at FVTPL (as distinct from those that the entity has
designated at FVTPL), including financial guarantees and loan commitments measured at FVTPL, will continue
to have all fair value movements recognised in profit or loss. Derivatives such as foreign currency forwards
and interest rate swaps, or a banks own liabilities that it holds in its trading portfolio, continue to have all fair
value movements recognised in profit or loss.
Entities are allowed to early adopt the requirement to recognise in OCI the changes in fair value attributable
to changes in an entitys own credit risk (from financial liabilities that are designated under the fair value
option). This can be applied without having to adopt the remainder of IFRS 9.
94

IFRS 9
Financial instruments continued

Expected credit losses
IFRS 9 introduces a new model for the recognition of impairment losses the expected credit losses (ECL)
model. The ECL model constitutes a change from the guidance in IAS 39 and seeks to address the criticisms
of the incurred loss model which arose during the economic crisis. In practice, the new rules mean that entities
will have to record a day 1 loss equal to the 12-month ECL on initial recognition of financial assets that are not
credit impaired (or lifetime ECL for trade receivables).
IFRS 9 contains a three stage approach which is based on the change in credit quality of financial assets
since initial recognition. Assets move through the three stages as credit quality changes and the stages
dictate how an entity measures impairment losses and applies the effective interest rate method. Where there
has been a significant increase in credit risk, impairment is measured using lifetime ECL rather than 12-month
ECL. The model includes operational simplifications for lease and trade receivables.
Extensive disclosures are required, including reconciliations from opening to closing amounts of the ECL
provision, assumptions and inputs and a reconciliation on transition of the original classification categories
under IAS 39 to the new classification categories in IFRS 9.

Derecognition of financial instruments
The requirements in IAS 39 for determining when financial instruments are derecognised from the statement
of financial position have also been relocated to IFRS 9 without change.
Hedging
IFRS 9 relaxes the requirements for hedge effectiveness and, consequently, to apply hedge accounting. Under
IAS 39, a hedge must be highly effective, both going forward and in the past (that is, a prospective and
retrospective test, with results in the range of 80% to 125%). IFRS 9 replaces this bright line with a requirement
for an economic relationship between the hedged item and hedging instrument, and for the hedged ratio
to be the same as the one that the entity actually uses for risk management purposes. Hedge ineffectiveness
will continue to be reported in profit or loss. An entity is still required to prepare contemporaneous
documentation; however, the information to be documented under IFRS 9 will differ.
The new requirements change what qualifies as a hedged item, primarily removing restrictions that currently
prevent some economically rational hedging strategies from qualifying for hedge accounting. For example:

Risk components of non-financial items can be designated as hedged items, provided they are separately
identifiable and reliably measurable.
Aggregated exposures (that is, exposures that include derivatives) can be hedged items.
IFRS 9 makes the hedging of groups of items more flexible, although it does not cover macro hedging.
IFRS 9 allows hedge accounting for equity instruments measured at fair value through OCI, even though
there will be no impact on profit or loss from these investments.
IFRS 9 relaxes the rules on the use of some hedging instruments as follows:
IFRS 9 views a purchased option as similar to an insurance contract, such that the initial time value (that
is, the premium generally paid for an at- or out-of-the-money option) must be recognised in profit or loss,
either over the period of the hedge (if the hedge item is time-related), or when the hedged transaction
affects profit or loss (if the hedge item is transaction-related). Any changes in the options fair value
associated with time value will be recognised in OCI.
A similar accounting treatment to options can also be applied to the forward element of forward contracts
and to foreign currency basis spreads of financial instruments. This should result in less volatility in profit or
loss.
Non-derivative financial items can be used as hedging instruments, provided they are accounted for at fair
value through profit or loss, unless they are hedging foreign currency risk.
The accounting and presentation requirements for hedge accounting in IAS 39 remain largely unchanged
in IFRS 9. However, entities will now be required to reclassify the gains and losses accumulated in equity
on a cash flow hedge to the carrying amount of a non-financial hedged item when it is initially recognised.
Additional disclosures are required under the new standard.
Transition

IFRS 9 is effective for annual periods beginning on or after 1 January 2018.
Earlier application is permitted. IFRS 9 is to be applied retrospectively but comparatives are not required to
be restated. If an entity elects to early apply IFRS 9, it must apply all of the requirements at the same time.
Entities applying the standard before 1 February 2015 continue to have the option to apply the standard in
phases.
IFRS 9 applies retrospectively; however, hedge accounting is to be applied prospectively (with some
exceptions).
The standard provides an accounting policy choice for an entity to continue to apply hedge accounting under
IAS 39 instead of IFRS 9 until the IASB completes its separate macro hedging project.
95


IFRS 15 Revenue from contracts with customers (1 January 2017)
The new standard requires revenue to be recognised to depict the transfer of goods or services to customers,
that reflects the consideration to which the company expects to be entitled in exchange for those goods
or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for
transactions that were not previously addressed comprehensively and improve guidance for multiple-element
arrangements.
IFRS 32 Offsetting financial assets and financial liabilities (1 January 2014)

The amendments do not change the current offsetting model in IAS 32, which requires an entity to offset a
financial asset and financial liability in the statement of financial position only when the entity currently has a
legally enforceable right of set-off and intends either to settle the asset and liability on a net basis or to realise
the asset and settle the liability simultaneously.
IAS 32
Amendment to IAS 32 (Financial instruments: Presentation) (1 January 2014)
These amendments are to the application guidance in IAS 32, Financial Instruments: Presentation, and clarify
some of the requirements for offsetting financial assets and financial liabilities on the statement of financial
position.
IAS 36
Amendment to IAS 36 (Impairment of assets) (1 January 2014)
This amendment addresses the disclosures of information about the recoverable amount of impaired assets if
that amount is based on fair value less costs of disposal.
Improvements to IFRS 2010-2012 Cycle
The amendments below are effective for annual periods beginning on or after 1 July 2014.

Amendment to IFRS 2 (Share-based payment)
The amendment clarifies the definition of a vesting condition and separately defines performance condition
and service condition.

Amendment to IFRS 3 (Business combinations)
The standard is amended to clarify that an obligation to pay contingent consideration which meets the
definition of a financial instrument is classified as a financial liability or as equity on the basis of the definitions
in IAS 32 Financial instruments: Presentation.
The standard is further amended to clarify that all non-equity contingent consideration, both financial and
non-financial, is measured at fair value at each reporting date, with changes in fair value recognised in profit
and loss.

Consequential changes are also made to IFRS 9, IAS 37 and IAS 39.

Amendment to IFRS 8 (Operating segments)
The standard is amended to require disclosure of the judgements made by management in aggregating
operating segments. This includes a description of the segments which have been aggregated and the
economic indicators which have been assessed in determining that the aggregated segments share similar
economic characteristics.
The standard is further amended to require a reconciliation of segment assets to the entitys assets when
segment assets are reported.

Amendment to IFRS 13 (Fair value measurement)
The basis for conclusion of IFRS 13 was amended to clarify that it did not intend to remove the ability
to measure short-term receivables and payables at invoice amounts where the impact of discounting is
immaterial.

Amendment to IAS 24 (Related party disclosures)
The standard is amended to include, as a related party, an entity that provides key management personnel
services to the reporting entity or the parent of the reporting entity.
Improvements to IFRS 2010-2013 Cycle
The amendments below are effective for annual periods beginning on or after 1 July 2014.

Amendment to IFRS 3 (Business combinations)
The standard is amended to clarify that IFRS 3 does not apply to the accounting for the formation of any
joint arrangement under IFRS 11. The amendment also clarifies that the scope exemption only applies in the
financial statements of the joint arrangement itself.

Amendment to IFRS 13 (Fair value measurement)
The amendment clarifies that the portfolio exception in IFRS 13, which allows an entity to measure the fair
value of a group of financial assets and financial liabilities on a net basis, applies to all contracts (including
non-financial contracts) within the scope of IAS 39 or IFRS 9.
96
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.
PROPERTY, PLANT AND EQUIPMENT
30 June 2014
Cost
At the beginning
of the year
Transfers out of
capital
work-in-progress*
Transfers between
categories
under common
control**
Additions
Disposals
Exchange differences
on translation of
foreign operations
Land and
buildings
R000
Plant,
equipment
and
furniture
R000
1863152
2915712
23323
At the end of the year

Net book amount
*
**
13626
313670 1826340
130361
346738
(6796)
(91958)
555865
1130
83574
(5709)
78581
5010733
25341
25341
(12937)
(10465)
(84749)
321989
Leasehold
improvements
R000
Capital
work-inprogress
R000
Total
R000
428840
69143
39359
26817
246695
5589718
185507
47854
(44631)
12503
(408)
2975
(32)
1223039
1031314
3731
Vehicles
R000
Capitalised
leased
assets:
Vehicles
R000
4276
275
At the end of the year 2323710

Accumulated
depreciation
At the beginning
of the year
Transfers between
categories
under common
control**
Impairment loss
Impairment loss
reversed
Disposals
Depreciation
on translation of
foreign operations
Aircraft
R000
Capitalised
leased
assets:
Plant
R000
(202435)
(202435)
(59708)
(18483)
172889
316025
(259)
2523747
856456
(144052)
(86)
621814
69143
51454
29792
156522
5000
1161
925
473121
592
234
(11797)
71351
(6)
(35822)
64183
8605108
1942512
10
3356
157
1189595
3731
8220
(311)
5862
(10471)
(126591)
485019
5592
(13)
221
713441
2472156
3948
256225
13220
6712
6517
1610269
2538577
21393
365589
55923
44742
23275
3472219
473121
5132889
Transfers out of capital work-in-progress have been disclosed within additions of each of the appropriate individual
categories.
Refer to note 36 for details of acquisitions.
97
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

1.
PROPERTY, PLANT AND EQUIPMENT continued
30 June 2013
Cost
At the beginning
of the year
Transfers out
of capital
work-in-progress*
Acquisition of
subsidiary**
Additions
Disposals
1192144
1910666
Aircraft
R000
Vehicles
R000
Capitalised
leased
assets:
Plant
R000
269305
7918
Capitalised
leased
assets:
Vehicles
R000
Leasehold
improvements
R000
Capital
work-inprogress
R000
Total
R000
155863
3535896
(63458)
(63458)
571446
100640
(1078)
687279
343756
(25989)
106881
68079
(15425)
53219
8006
36824
2535
25530
1287
130659
23631
1611838
547934
(42492)
At the end of the year 1863152
2915712
428840
69143
39359
26817
246695
5589718
Accumulated
depreciation
At the beginning
of the year
Disposals
Depreciation
503686 1069410
(841)
(17389)
53020
171018
136748
(12304)
32078
1980
3020
1161
925
1711824
(30534)
261222
555865
1223039
156522
5000
1161
925
1942512
1307287
1692673
272318
64143
38198
25892
Net book amount

*
**
98
Land and
buildings
R000
Plant,
equipment
and
furniture
R000
246695
3647206
Transfers out of capital work-in-progress have been disclosed within additions of each of the appropriate individual
categories.
1.
PROPERTY, PLANT AND EQUIPMENT continued

Capital commitments:
Contracted and committed
Approved but not contracted
Contracted and committed
Approved but not contracted
2014
R000
2013
R000
172985
200158
110702
184529
65
The Group has reviewed the residual values and useful lives used in the calculation of the depreciation charge for
the year. The review did not highlight any requirement for an adjustment to the residual values and useful lives.
Capital commitments include all projects for which specific Board approval has been obtained up to reporting date.
The capital expenditure will be financed from available resources.
A register of land and buildings is available for inspection at the registered offices of the respective subsidiary
companies, apart from Rainbow and Vector which are kept at RCL Foods Limited.
The Group leases various office equipment, plant and machinery and vehicles under finance lease arrangements.
The lease term is between 1 and 8 years. The net book value of the assets leased amounts to R100,7 million
(2013: R102,5 million).
Included in capital work-in-progress is an amount of R52,2 million relating to TSBs greenfield project called
Massingir in Mozambique. Management believes that the project will ultimately be approved and implemented.
In addition an amount of R45,7 million has been approved by the Board for the next phase of the project.
Certain items of property, plant and equipment have been pledged as security for certain borrowings in the prior
year (refer to note 17).
During the year, the Group capitalised borrowing costs amounting to R1,3 million on qualifying assets. Borrowing
costs were capitalised at the weighted average rate of 5,8%.
During the year, impairment losses of R3,7 million on plant and machinery were recognised resulting from the
assets becoming redundant. It is expected that no future economic benefits will be derived from these assets.
During the current financial year, impairment losses of R10,5 million on plant and equipment were reversed due to
an expectation of future economic benefits resulting from an alternate use of these assets.
99

2.
Software
R'000
Trademarks
R'000
Customer
relationships
R'000
Goodwill
R'000
Total
R'000
40847
1786735
966568
3022493
5816643
INTANGIBLE ASSETS
30 June 2014
Opening net book amount
Acquisition of entity under
common control*
Additions
Disposals
Transfers from property,
plant and equipment
Amortisation charge
Closing net book amount
30614
18417
(357)
305
6686
(14603)
13330
44249
18417
(357)
6686
(109597)
(94994)
81604
1787040
871574
3035823
5776041
148359
(66755)
1838235
(51195)
978471
(106897)
3035823
6000888
(224847)
Net book amount
81604
1787040
871574
3035823
5776041
30 June 2013
Opening net book amount
Acquisition of subsidiary restated*
Additions
Amortisation charge
29874
7289
8853
(5169)
1786735
978471
287444
2735049
317318
5507544
8853
(17072)
Closing net book amount restated*
40847
1786735
966568
3022493
5816643
Cost restated*
Accumulated amortisation and
impairment
46922
1837235
978471
3022493
5885121
(6075)
(50500)
(11903)
Net book amount restated*
40847
1786735
966568
Cost
Accumulated amortisation and impairment
(11903)
(68478)
3022493
5816643
2014
2013
3 to 20 years
Straight-line
No
3 to 10 years
Straight-line
Yes
SOFTWARE
Finite life
Amortisation period
Method of amortisation
Is intangible title restricted in any way
2014
R000
Restated*
2013
R000
TRADEMARKS
The carrying value of trademarks are included in the following cash-generating units
(CGUs) , within the Foodcorp and TSB segment.
CGU
Milling
Grocery
Baking
Beverage
Pie
TSB
Total
*
100
580 575
438 600
331 020
176 540
260 000
305
580 575
438 600
331 020
176 540
260 000
1 787 040
1 786 735
2.
2014
2013
15 to 20 years
Straight-line
No
15 years
Straight-line
No
No
Yes
15,6
11,2
6,0
5
14,2
10,2
5,0
5
INTANGIBLE ASSETS continued

Finite life
Amortisation period
Trademarks comprise Farmer Brown, Bonny Bird, FarmFare and Epol, all of which
were acquired on acquisition of Bonny Bird Farms Proprietary Limited and Epol
Proprietary Limited in 1991 and Selati which was acquired on acquisition of TSB Sugar
RSA Proprietary Limited in 2014. (Refer to note 36 for further details).
Indefinite life
Significant trademarks comprise Ouma, Nola, Yum Yum, Nutso, Bobtail, Catmor,
Dogmor, Sunbake, Ultra dog, Canine Cuisine, Mageu Number 1, Monati, Optimizer,
5 Star, Mnandi, Supreme, Tafelberg, Safari, Piemans, Feline Cusine and A1 acquired
on the acqusition of New Foodcorp Holdings Proprietary Limited. (Refer note 36 for
further details).
Trademarks indefinite useful life
The recoverable amount of the CGU is determined based on value-in-use calculations.
These calculations use cash flow projections based on financial budgets approved
by management, which include assumptions on profit before interest and tax,
depreciation, working capital movements and capital maintenance expenditure.
Future periods are based on estimated growth rates. Cash flows beyond a five-year
period are extrapolated using the estimated growth rates stated below.
Key assumptions used in the impairment test:
Discount rate pre-tax
Discount rate post-tax
Perpetuity growth rate
Period
(%)
(%)
(%)
(years)
The perpetuity growth rate is consistent with long-term industry growth forecasts.
The discount rate reflects specific risks relating to the cash-generating units.
No impairment was required in the current year or prior year.
Sensitivity analysis of assumptions used in the impairment test:
Discount rate
Movement
Impairment
(%)
(Rm)
+2
nil
+2
nil

Movement
Impairment
(%)
(Rm)
(0,5)
nil
(2)
nil
10 to 20 years
Straight-line
No
10 to 20 years
Straight-line
Yes
Certain intangible assets have been pledged as security for certain borrowings
in the prior year. (Refer to note 17).
CUSTOMER RELATIONSHIPS
Finite life
Amortisation period
Customer relationships arose on the acquisition of New Foodcorp Holdings Proprietary Limited in the prior
financial year.
101

2014
R000
2.
Restated*
2013
R000

Goodwill
Goodwill relates to the acquisition of Vector Logistics Proprietary Limited in 2005,
New Foodcorp Holdings Proprietary Limited (indirectly Foodcorp) in the prior
financial year and purchased goodwill which arose on the acquisition of TSB Sugar
RSA Proprietary Limited in the current financial year.
Goodwill is made up as follows:
Vector Logistics Proprietary Limited
New Foodcorp Holdings Proprietary Limited
Acquired on acquisition of TSB Sugar RSA Proprietary Limited*
287444
2735049
13330
287444
2735049
3035823
3022493
20,8
14,9
5,0
5
20,8
15,0
5,0
5
Goodwill relating to the acquisition of Vector Logistics Proprietary Limited

The recoverable amount of the CGU is determined based on value-in-use
calculations. These calculations use cash flow projections based on financial budgets
approved by management, which include assumptions on profit before interest and
tax, depreciation, working capital movements and capital maintenance expenditure.
Key assumptions used in the goodwill impairment test:
Period
(%)
(%)
(%)
(years)
The discount rate reflects specific risks relating to the cash-generating unit.
Sensitivity analysis of assumptions used in the goodwill impairment test:
Discount rate
Movement
Impairment
(%)
(Rm)
+2
nil
+2
nil

Movement
Impairment
(%)
(Rm)
(0,5)
nil
(0,5)
nil
15,6
11,2
6,0
5
14,2
10,2
5,0
5
Goodwill relating to the acquisition of New Foodcorp Holdings Proprietary Limited

Period
(%)
(%)
(%)
(years)
The perpetuity growth rate is consistent with long-term industry growth forecasts. The discount rate reflects
specific risks relating to the CGUs.
102
2.
2014
2013
+2
1,425
+2
700

Discount rate
Movement
Impairment
(%)
(Rm)

Movement
Impairment
(%)
(Rm)
(0,5)
nil
(0,5)
1,764
Goodwill acquired on the acquisition of TSB Sugar RSA Proprietary Limited

Purchased goodwill comprises:
a) Quality Sugars Proprietary Limited

Goodwill of R3,9 million arose on the acquisition of Quality Sugars Proprietary
Limited prior to the acquisition of TSB Sugar RSA Proprietary Limited by the Group.
Period
(%)
(%)
(%)
(years)
14,0
13,5
6,0
5
The discount rate reflects specific risks relating to the CGU.
No impairment was required in the current year.
Discount rate
Movement
Impairment
(%)
(Rm)
+2
nil

Movement
Impairment
(%)
(Rm)
(0,5)
nil
103

2014
2.

b) Pongola Mill divisions
Goodwill of R5,5 million arose on the acquisition of the Pongola Mill from Illovo
Proprietary Limited prior to the acquisition of TSB Sugar RSA Proprietary Limited by
the Group.
Period
(%)
(%)
(%)
(years)
14,0
13,5
6,0
5
Discount rate
Movement
Impairment
(%)
(Rm)
+2
nil

Movement
Impairment
(%)
(Rm)
(0,5)
nil
c) Nkomazi Cane Carriers transport division

Goodwill of R4,0 million arose on the acquisition of the transport division from
Nkomazi Cane Carriers Proprietary Limited prior to the acquisition of TSB Sugar
RSA Proprietary Limited by the Group.
Period
(%)
(%)
(%)
(years)
14,0
13,5
5,0
5
104

Discount rate
Movement
Impairment
(%)
(Rm)
+2
nil

Movement
Impairment
(%)
(Rm)
(0,5)
nil
2013
3.
2014
R000
2013
R000
Balance at 1 July
Acquisition of entity under common control*
Acquisition of Zamhatch
Acquisition of Senn Foods Logistics
Dividends received from joint ventures
Exchange differences on translation of joint ventures
128955
81359
42274
81001
16854
(1692)
(932)
128955
Balance at 30 June
347819
128955
INVESTMENT IN JOINT VENTURES
Set out below are the joint ventures of the Group as at 30 June 2014. The joint ventures listed below have share
capital consisting solely of ordinary shares, which are held directly by the Group in the ownership percentages
indicated below.
Place of
business/
%
country of
Ownership
Nature of
Name of entity
incorporation
interest
relationship
Zam Chick Ltd (Zam Chick)
Akwandze Agricultural Finance Proprietary Limited (Akwandze)
Mananga Sugar Packers Proprietary Limited (Mananga)
Zambia
49,0
note 1
South Africa
50,0
note 2
Swaziland
50,0
note 3
Zambia
51,0
note 4
Botswana
49,0
note 5
Zamhatch Ltd (Zamhatch)

Senn Foods Logistics (Pty) Ltd (Senn Foods)
Note 1: Zam Chick is a broiler operation. This is a strategic partnership for the Group as the investment provides the
Group with entry into Zambias poultry market.
Zam Chicks financial year-end is 31 March 2014. The use of the different date in applying the equity method is due
to the practicality of obtaining audited June 2014 results timeously. There were no significant transactions that
occurred between March and the Groups June year-end. Zam Chicks 12 months results to 31 March 2014 are equity
accounted for the first time in the current financial year.
No changes were made during the current financial year for the purchase price allocation done in the prior financial
year. The purchase price allocation is considered final.
Note 2: Akwandzes main activities are to provide production finance and management services to sugarcane
growers. This is a strategic partnership for the Group as it allows the Group to manage the process with sugarcane
growers more effectively.
The year-end date of Akwandze is 30 June 2014.
Note 3: Mananga is a sugar packaging and selling company which sells sugar under the First brand in Swaziland
as well as in South Africa. Its primary business activity is to purchase sugar from the Swaziland Sugar Association,
pack it and sell it as a branded product. This is a strategic partnership for the Group as it allows the Group to access
the Swaziland sugar market.
The year-end date of Mananga is 30 June 2014.
Note 4: Zamhatch is a greenfield hatchery operation which is currently being constructed. This is a strategic
partnership for the Group as the investment provides the Group with entry into Zambias poultry market. Zambeef
is the joint venture partner for this investment.
The year-end date of Zamhatch is 31 March 2014. The use of the different date in applying the equity method is
due to the practicality of obtaining audited June 2014 results timeously. There were no significant transactions that
occurred between March and the Groups June year-end. Zamhatch will be equity accounted for the first time in the
2015 financial year.
Note 5: Senn Foods is involved in the trading and distribution of dry, frozen and chilled food. This is a strategic
partnership for the Group as the investment extends the Groups footprint into Botswanas distribution market.
The effective date of the transaction was 1 May 2014 and as Senn Foods has a year-end of 31 March, the Group will
equity account Senn Foods 11 months results to March 2015 in the Groups 2015 year-end due to the practicality of
obtaining audited June 2015 results timeously. The purchase price allocation is not considered to be final.
There are no quoted market prices available for the joint ventures listed above.
There are no significant restrictions on the ability of the joint ventures to transfer funds to the Group.
There are no contingent liabilities or commitments relating to the Groups interest in the joint ventures.
105

3.
INVESTMENT IN JOINT VENTURES continued

Set out below is the summarised financial information for the joint ventures.
Zam Chick
31 March
2014
R000
Akwandze
30 June
2014
R000
Mananga
30 June
2014
R000
Senn Foods
1 May
2014
R000
Total
2014
R000
Current
Other current assets
9085
31831
38032
53634
13485
192241
35367
47346
95969
325052
Total current assets
40916
91666
205726
82713
421021
47928
55179
Summarised statement of financial position
(excluding trade payables)
Other current liabilities
(including trade payables)
4064
960
2227
10141
14220
114693
Total current liabilities
14205
15180
116920
47928
194233
Non-current
Assets (including customer relationships)
67935
24961
73332
32607
198835
81239
2271
12143
6 589
83510
20 449
Other liabilities
Total non-current liabilities
Net assets
1717
139054
1717
81239
14414
6 589
103 959
92929
20208
147724
60803
321 664
Zam Chick
31 March
2013
R000
Akwandze
2013*
R000
Mananga
2013*
R000
Senn Foods
2013*
R000
Total
2013
R000
Current
529
31120
529
31120
31649
31649
(excluding trade payables)
Other current liabilities
(including trade payables)
757
757
13658
13658
14415
14415
Non-current
Assets (including customer relationships)
64230
64230
Other liabilities
1992
1992
1992
1992
79472
79472
Net assets
* The information for 2013 does not apply as the Group had no ownership interest in these entities in the prior
year.
106
3.
INVESTMENT IN JOINT VENTURES continued

Zam Chick
31 March
2014
R000
Summarised statement of comprehensive income

Revenue
Depreciation and amortisation
Finance costs
Finance income
Akwandze
30 June
2014
R000
Mananga
30 June
2014
R000
Total
2014
R000
239941
(4367)
7139
(16)
(6711)
6710
361432
(2401)
(722)
375
608512
(6784)
(7433)
7085
Profit from continuing operations

Income tax expense
16825
(1466)
4810
(1486)
18342
(2777)
39977
(5729)
Profit after tax from continuing operations
15359
3324
15565
34248
Total comprehensive income
15359
3324
15565
34248
1 692
1692
Senn Foods
1 May
2014
R'000
Total
2014
R'000
Dividends received from joint venture

The above reflects the amounts presented in the financial statements of the joint ventures.
Reconciliation of summarised financial
information presented to the carrying
amount of the joint venture
Zam Chick
31 March
2014
R'000
Akwandze
30 June
2014
R'000
Mananga
30 June
2014
R'000
Opening net assets

Total comprehensive income for the year
Dividends paid
Acquisition of joint venture
Exchange differences on translation
of joint venture
79472
Closing net assets
92929
20208
147724
60 803
321 664
49
90013
50
4937
50
93
49
51 208
146 251
135548
15041
73955
81001
305545
Interest in joint venture

Goodwill
Carrying value
Investment in Zamhatch
Balance as at 30 June 2014
(%)
15359
16884
3324
135542
15565
(3383)
60 803
(1902)
79472
152426
34248
(3383)
60 803
(1902)
42274
347819
107

4.
INVESTMENT IN ASSOCIATE
Amounts recognised in the statement of financial position and the statement of comprehensive income are as
follows:
2014
2013
R000
R000
Balance at 1 July
Dividends received from associate
Exchange differences on translation of associate**
387938
(6520)
(25981)
576
Balance at 30 June
356013
*
** As a result of a 1% holding in the associate being held by Booker Tate Limited, a foreign subsidiary of
TSB Sugar RSA Proprietary Limited.
Set out below is the associate of the Group as at 30 June 2014. The associate listed below has share capital
consisting solely of ordinary shares, of which 27,42% is held directly by the Group.
Name of entity
The Royal Swaziland Sugar Corporation Limited (RSSC)
Place of
business/
country of
incorporation
%
ownership
interest
Nature of
relationship
Swaziland
27,42
note 1
Note 1: The RSSCs principal activities are the growing and milling of sugar cane, the manufacture of sugar, and the
manufacture of ethanol from molasses. The RSSC is a strategic partnership for the Group as it provides access into
the Swaziland market.
The year-end date of RSSC is 31 March 2014, however the Group has equity accounted the results for the year
ended 30 June 2014. As at 30 June 2014 the shares had a fair value of E13 per share on the Swaziland Stock
Exchange, at a total market value for the Groups investment in RSSC of R343,4 million. The fair value of the share is
a Level 1 input.
The carrying amount of the Groups investment in RSSC at 30 June 2014 is R356,0 million.
There are no significant restrictions on the ability of the associate to transfer funds to the Group.
As part of the banking facilities RSSC and its subsidiary company are liable for the following guarantees:
Customs and Excise
Swaziland Government Labour
Swaziland Government Sales Tax
Swaziland Government General Bond
South African Revenue Service VAT
2014
R000
135
275
76
550
Set out below is the summarised financial information for RSSC:

Current
15601
641071
656672
Financial liabilities (excluding trade payables)

Other current liabilities (including trade payables)
99452
265709
365161
Non-current
Assets
1 507 719
Total non-current assets
1 507 719
Other liabilities
Net assets
108
65483
435385
500868
1 298 362
2013
R000
2014
R000
4.
2013
R000
INVESTMENT IN ASSOCIATE continued

Revenue
Finance expense
Finance income
839007
(47341)
(5415)
3279
Loss from continuing operations

Income tax expense
(35271)
11494
(23777)

Total comprehensive loss
(23777)
Dividends received from associate
25981
The above reflects the amounts presented in the financial statements of the associate.
Reconciliation of summarised financial information presented to the carrying
amount of the associate
Total comprehensive loss for the year
Dividends paid
1 416 944
(23777)
(94805)
Closing net assets
1 298 362
Interest in associate
(%)
Carrying value
5.
27,42
356013
LONG-TERM LOANS
Long-term loans:
Loans at the beginning of the year
1555
Loans at the end of the year
1555
Secured loans in the amount of R1,6 million were made to black-owned

medium-scale growers which bear interest at the prime rate. The loans are
recoverable over periods of 1 to 15 years, with no fixed repayment terms. The Group
holds the following cession agreements as security for the recoverability of these
loans:
Cession on sale of shares of Siyathuthuka Sugar Estate Proprietary Limited.
C
ession on sale of claims of the shareholders of Siyathuthuka Sugar Estate
Proprietary Limited with a value of R5,3 million.
No amounts included above are past due or impaired.
*
6.
PREFERENCE SHARES RECEIVABLE

Preference shares in Foodcorp Management Holdings Proprietary Limited
130 275
Preference shares are measured at amortised cost.

The investment in preference shares consisted of shares in aggregate of R1,00 each.
The dividends were cumulative at a dividend rate of 8,28%.
The preference shares were redeemed during the current financial year at par value of R1 each.
109

2014
R000
7.
Restated*
2013
R000
INVENTORIES
Finished goods
Raw materials and ingredients
Consumables and maintenance spares
1389842
594343
173051
2157236
1182507
101727
15010
184295
31821
Amount of inventory written down to net realisable value

Amount included in inventory as write-down to net realisable value
611575**
493768**
77164
Certain inventories have been pledged as security for certain borrowings in the prior year. Refer to note 17 for
further details.
Provision for sugar shortage:
Included in finished goods is a provision relating to the sugar shortage inherent in the Groups stockpile of sugar
inventory at year-end of R9,8 million. The purpose of the provision is to calculate on an acceptable method, the
handling losses in those stockholding areas where accurate stock counts cannot be performed and the work of
quantity surveyors is used to test the reasonableness of the Groups records.
* Refer to note 41 for further details.
** Amounts have been reclassified between categories.

8.
BIOLOGICAL ASSETS
Included in non-current
assets
At the beginning of the
year at fair value
under common control#
Gains arising from cost inputs
Fair value adjustments
recorded in profit and loss
at fair value
Included in current assets

At the beginning of the
year at fair value
Gains arising from cost inputs
Decrease due to harvest
Fair value adjustments
recorded in profit and loss
at fair value
#
110
Sugar cane
roots
R000
Sugar cane
plants
R000
Banana
trees
R000
Banana
fruit
R000
180695
9493
117884
10003
7633
8294
159636
2410
198482
277520
12413
Breeding
stock
R000
Broiler
stock
R000
Total
2014
R000
271996
865603
(850905)
265063
3670457
(3713362)
Total
2014
R000
316215
9493
3404
173095
6984
3404
498803
Breeding
stock
R000
Broiler
stock
R000
Total
2013
R000
254912
853918
(841879)
221515
3756212
(3737954)
476427
4610130
(4579833)
7216
22813
30029
5045
25290
30335
293910
244971
538881
271996
265063
537059
537059
4536060
(4564267)
(649)
Litchi
trees
R000
2014
R000
9.
Restated*
2013
R000
TRADE AND OTHER RECEIVABLES

Trade receivables
Less: provision for impairment of trade receivables
2555102
(49787)
1933349
(31273)
Net trade receivables

Prepayments
Other receivables
2505315
42934
493028
1902076
125374
223947
3041277
2251397
Credit risk:
Collateral held/insurance
Terms (days)
Credit Guarantee Insurance Cover (CGIC)/Lombard insurance
Mortgage bonds registered value
Notarial bonds registered value
Cessions book value
Bank guarantees actual value
yes
7 to 120
1438646
41270
1950
2450
3630
yes
30
994916
30600
100
300
3400
1487946
1029316
Provision for impairment movement

At the beginning of the year
Acquisition of subsidiary*
Receivables impaired
Impairments utilised
Unused amounts reversed
(21792)
(8620)
3134
9232
(468)
(4100)
586
7364
(49787)
(31273)
(31273)
The carrying amounts of the Groups trade and other receivables are denominated in
the following currencies:
Rand
USD
Namibian Dollar
GBP
Other
(24798)
(10325)
2951082
31020
35944
20967
2264
2250190
3041277
2251397
1207
All trade and other receivables are due within one year of the reporting date.
The carrying amount of trade and other receivables approximates their fair values.
Certain trade receivables have been pledged as security for certain borrowings in the prior year. Refer to note 17
for further details.
Credit terms of 120 days are given to certain pre-season feed customers. The value of these debtors amounts to
R18,8 million.
*
111

10.
Assets
2014
Liabilities
2014
Assets
2013
Liabilities
2013
R000
R000
R000
R000
1391
384
7296
DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial assets and liabilities
Soya options
Soya oil options
Diesel hedge
Maize options
Forward exchange contracts
Forward exchange contracts fair value hedges
Forward exchange contracts cash flow hedges
Embedded derivative building rentals
Euro participation hedge
Total
1012
1593
4613
30
336849
2811
141
4969
3645
15767
2841
10389
361505
5766
Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts that qualify
for hedge accounting as of 30 June 2014 will be recognised in the income statement in the period or periods
during which the hedged forecast transaction affects the income statement.
There has been no ineffective portion recognised in profit or loss from the cash flow hedges.
The amounts represented above represent the fair value of the derivative instruments, which represents the
maximum exposure to credit risk at 30 June 2014.
112
11.
2014
R000
2013
R000
Net cash inflow from operating activities

Net cash outflow from financing activities
43918
(6556)
(3519)
53293
(759)
(109)
Total cash flows from discontinued operation
33843
52425
Assets of disposal group classified as held for sale

Goodwill
Trademarks and other intangibles
Investments
Inventory
Trade receivables intercompany
Loan receivable
Tax receivable
108720
138867
120074
11
68613
79128
23584
2113
118538
138867
120074
12
69075
56561
33409
Total assets
541110
536605
1394
79396
1876
85425
1648
NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATION

The assets and liabilities of the Fishing division, included in the Foodcorp segment,
have been presented as held for sale.
The Group has concluded an agreement with Oceana Group Limited.
Completion of the sale is subject to the fulfilment of certain conditions, including but
not limited to, approval from the Department of Agriculture, Forestry and Fishing and
competition authorities.
The effective date of the transaction will be the first business day of the month
immediately following the month during which the transaction becomes
unconditional.
69
Liabilities of disposal group classified as held for sale

Deferred tax liability
157
105204
89707
Total liabilities
186151
178656
Non-controlling interest classified as held for sale
5490
As the assets and liabilities presented as held for sale were acquired in a business
combination, no income/expenses have been recognised in other comprehensive
income relating to disposal group classified as held for sale.
In accordance with IFRS 5, the assets and liabilities are recorded at their carrying
amount. No write down to fair value less cost to distribute was required.
Analysis of the result of the discontinued operation, and the result recognised on the
measurement of assets or disposal group, is as follows:
Revenue
Expenses
484466
(439529)
122039
(100631)
44937
(15182)
21408
(6097)
Profit for the year
29755
15311
Attributable to:
Non-controlling interest
29 755
9821
5490
Profit before tax

Income tax expense
113

12.
2014
R000
2013
R000
1198253
3857469
STATED CAPITAL
Authorised
2 000 000 000 (2013: 1 000 000 000) ordinary shares
of no par value
Number
of shares
Issued ordinary shares of no par value:
Rights issue
Pro rata share offer*
Shares issued to acquire entity under common control**
Shares issued in terms of share incentive plans
574256484
5079194
47889945
230946882
5716848
790184
4000000
86322
23472
858810159
9955700
5079194
Details pertaining to the pro rata issue

Proceeds from pro rata issue
790184
790184
Details pertaining to the rights issue in the prior year

Proceeds from rights issue
Transaction costs
3932900
(75431)
3857469
Shares in issue for accounting purposes 1 July 2013

Add: shares issued in terms of BEE scheme***
574256484
51177217
Statutory shares in issue 1 July 2013
625433701

Shares issued to acquire entity under common control**
Less repurchase of shares issued in terms of BEE scheme***
Add: shares issued in terms of BEE scheme****
47889945
230946882
5716848
(51177217)
70758637
Statutory shares in issue 30 June 2014
929568796
Shares issued in terms of BEE scheme***
(70758637)
Shares in issue for accounting purposes 30 June 2014
858810159
*
On 10 February 2014, the Group concluded a pro rata share offer to non-controlling shareholders. The
ordinary shares issued have the same rights as the other shares in issue. The market value of the shares issued
amounts to R16 per share.
** Relates to shares issued on the acquisition of TSB Sugar RSA Proprietary Limited. Refer to note 36 for
further details.
*** On 31 July 2008, 51 177 217 shares were issued to Eagle Creek Investments 620 Proprietary Limited in terms of
the BEE transaction. The BEE transaction was unwound in the current financial year, resulting in a repurchase
of the shares issued. Refer to note 35 for further details. As these shares were not initially recognised for
accounting purposes, the buy-back has no impact.
**** On 26 May 2014, 44 681 162 shares were issued to RCL Employee Share Trust, 19 149 069 to the Business
Venture Investments 1763 Proprietary Limited and on 3 April 2014 6 928 406 shares were issued to
Malongoana Investments RF Proprietary Limited in terms of a new BEE transaction. For accounting purposes
these shares are not treated as issued. Refer to note 35 for further details.
The unissued ordinary shares are under the control of the directors until the forthcoming annual general meeting.
114
12.
STATED CAPITAL continued

RCL Foods Share Incentive Scheme
Details of share options granted under this scheme are as follows:
Issue
price
(cents)
Date
options
granted
475
1545
1521
1544
1321
1303
21 May 2004
1 April 2007
1 August 2007
23 November 2007
22 May 2008
1 February 2009
Options
at
30 June
2013
3758
335697
5294658
110466
2890759
100355
8735693
Options
exercised
during
the year
Options
forfeited
during
the year
Options
at
30 June
2014
Options
exercisable
at 30 June
2014
110466
2537652
100355
110466
2537652
100355
2748473
2748473
2014
Rand
2013
Rand
14,53
13,29
15,06
15,45
17,08
14,66
14,53
10,19
15,26
15,82
(3758)
(335697)
(5294658)
(353107)
(5651523)
(335697)
The weighted average share prices were as follows:
Weighted
Weighted
Weighted
Weighted
Weighted
average
average
average
average
average
issue price of options in issue at the beginning of the year

issue price of options in issue at the end of the year
exercise price of options exercised during the year
issue price of options forfeited during the year
share price at date options exercised during the year
115

12.

RCL Foods Share Appreciation Rights Scheme
Details of share appreciation rights awarded under this scheme are as follows:
Issue
price
(cents)
Date
rights
awarded
1 427
1 473
1 645
1 415
1 400
1 436
1 320
1 458
1 612
1 654
1 738
1 404
1 August 2009
2 June 2010
1 June 2011
1 December 2011
1 January 2012
1 April 2012
5 September 2012
27 February 2013
1 June 2013
4 September 2013
1 December 2013
1 March 2014*
Rights
at
30 June
2013
5305800
5702037
5696395
117047
178529
287328
5798127
126961
967742
Rights
exercised
during
the year
Rights
forfeited
during
the year
(464586)
(292859)
(10714)
(21197)
(22291)
(55217)
(50109)
8869323
379747
11712442
24179966
Rights
awarded
during
the year
20961512
(182742)
(768159)
(331556)
Rights
at
30 June
2014
Rights
exercisable
at 30 June
2014
4820017
5386887
5630464
117047
178529
287328
5748018
126961
967742
8686581
379747
11712442
3028749
3468484
1858021
44041763
8355254
Includes rights awarded to Foodcorp management who joined the scheme for the first time.
The weighted average fair value of rights awarded during the year was R2,87 (2013: R3,02).
2014
Rand
2013
Rand
Weighted average issue price of rights in issue at the beginning of the year
Weighted average issue price of rights in issue at the end of the year
Weighted average issue price of rights exercised during the year
Weighted average exercise price of rights forfeited during the year
Weighted average award price of rights awarded during the year
Weighted average share price at date rights exercised during the year
14,71
14,92
14,47
15,75
15,16
16,89
16,27
14,71
14,27
15,17
14,47
15,81
Conditional
shares
at
30 June
2014
Conditional
shares
exercisable
at 30 June
2014
RCL Foods Conditional Share Plan

Details of the conditional share plan rights awarded under this scheme are as follows:
Date
conditional
shares
awarded
14 December 2012
4 September 2013
1 March 2014
Conditional
shares at
30 June
2013
1977746
1977746
116
Conditional
shares
awarded
during
the year
Conditional
shares
exercised
during
the year
Conditional
shares
forfeited
during
the year
377915
359837
1977746
377915
359837
737752
2715498
12.

The weighted average fair value of rights awarded during the year was R11,74 (2013: R10,74).
Weighted
Weighted
Weighted
Weighted
Weighted
average
average
average
average
average
issue price of rights in issue at the beginning of the year

issue price of rights in issue at the end of the year
exercise price of rights exercised during the year
issue price of rights forfeited during the year
award price of rights awarded during the year
2014
Rand
2013
Rand
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
19,3 to 24,7
5,6 to 8,0
4,0
7 or 10
0,89
5,0
19,8 to 24,7
5,6 to 6,3
4,4
7 or 10
1,36
4,69
For a description of the above schemes, refer to the remuneration report on page 69
of the integrated annual report.
Expected volatility for all of the schemes was determined by calculating the
historical volatility of the share price over the previous four years, adjusted for the
impact on the share price of the offer by Remgro to non-controlling shareholders
in March 2007. The expected life used in the model has been adjusted, based
on managements best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
These fair values were calculated using the binomial options pricing model.
The inputs into the model were as follows:
Expected volatility
Risk-free rate
Expected dividend yield
Contractual life
Weighted average contractual life options
Weighted average contractual life rights
(%)
(%)
(%)
(years)
(years)
(years)
117

13.
2014
R000
2013
R000
Employee share scheme

Value of employee services expensed during the year
121975
32664
100847
21128
154639
121975
63213
1846
14241
88491
7908
59877
3336
175699
63213
Total at the end of the year
330338
185188
SHARE-BASED PAYMENTS RESERVE
BEE transaction
Employee portion recurring*
Accelerated vesting on cancellation of transaction*
Strategic equity partners expense **
Employee portion recurring**
*
Relates to historical BEE transaction. Refer to note 35 for further details.
** Relates to the BEE transaction approved on 17 January 2014. Refer to note 35
for further details.
14.
OTHER RESERVES
Cash flow hedges
Revaluation of cash flow hedges
Taxation impact
1019
(1480)
(394)
797
222
(855)
1019
Foreign currency translation reserve

Currency translation on foreign subsidiary
22
3295
22
3317
22
Total at the end of the year
2462
1041
There was no ineffectiveness to be recorded from cash flow hedges (2013: Rnil).
15.
PREFERENCE SHARE LIABILITIES

The preference share liabilities are made up as follows:
Preference shares issued at a par value of R0,00001 and a premium of
R0,9999 per share long-term
Cumulative dividend
30000
5089
35089
Preference shares issued at a par value of R1 737.51 per share long-term
42 959
The cumulative preferential cash dividend was calculated at a dividend rate equal to prime accrued on an annual
basis.
As part of the acquisition of the non-controlling interest in Foodcorp (refer note 36 for further details), the
preference shares amounting to R30,0 million were redeemed. In addition the preference shares amounting to
R43,0 milion were purchased by the Group and have thus been eliminated on consolidation. This resulted in a profit
of R15,9 million being recorded.
118
2014
R000
16.
Restated*
2013
R000
RETIREMENT BENEFIT OBLIGATIONS

Post-retirement medical benefits
225776
170335
170335
18940
122812
14090
15795
3145
11789
2301
Remeasurements:
(21460)
1786
(Gain)/loss from change in financial assumptions

Experience (gain)/loss recognised
(10835)
(10625)
560
1226
Benefits paid
Acquisition of entity under common control**
(10498)
68459
(8439)
At the end of the year*
225776
170335
Balance per actuarial valuation
225776
170335
9,3
8,4
***
****
12126
8,6
8,1
***
****
9346
2013
R000
2012
R000
2011
R000
170335
1226
122812
3422
105676
2991
Post-retirement medical obligation

The obligation of the Group to pay certain medical aid benefits after retirement is no
longer part of the conditions of employment. A number of pensioners and current
employees, however, remain entitled to this benefit. The entitlement to this benefit is
dependent upon the employee remaining in service until retirement age. The Group
also provides certain medical aid benefits to certain retired employees of Foodcorp
and TSB. The last valuation date was 30 June 2014 for Rainbow, Vector and TSB and
31 March 2014 for Foodcorp. The unfunded liability for post-retirement medical aid
benefits is determined actuarially each year and comprises:
Recognised as an expense in the current year
Interest costs
Current service costs
*
**
40086
Restated for the impact of IAS 19R. Refer to note 39 for further details.
The principal actuarial assumptions are:

Discount rate
Health care cost inflation
Mortality pre-retirement
Mortality post-retirement
Expected contributions for the years ending June
Historical information
Present value of unfunded obligations
Experience (gain)/loss on plan liabilities
(%)
(%)
2014
R000
225776
(10625)
*** SA85/90 (light) ultimate.

**** PA(90) ultimate table rated down between one to two years plus 1% improvement per annum from 2006.
The weighted average duration of the liability is between 7 and 17 years.
119

16.
RETIREMENT BENEFIT OBLIGATIONS continued

The sensitivity of the obligation to changes in the principal assumptions is:
Impact on obligation
%
Change in
assumption
Discount rate
Health care cost inflation
0,5
1,0
Increase in
assumption
R000
(12591)
29424
Decrease in
assumption
R000
13725
(24635)
RETIREMENT CONTRIBUTION PLANS

Pension and provident fund schemes
The Group contributes towards retirement funds for all permanent employees who are required to be a member
of a Group implemented scheme. These schemes, detailed below, are governed by the Pension Funds Act, 1956.
Their assets consist primarily of listed shares, fixed income securities, property investments and money market
instruments and are held separately from those of the Group. The schemes' assets are administered by a board of
trustees, each of which includes elected employee representatives. The Pension Funds Second Amendment Bill
was enacted with effect from 7 December 2001. This Bill requires that the actuarial valuations at 31 March 2004,
together with a plan for the apportionment on a fair basis to past and current members of the funds of any surplus
established by this valuation date, must be approved by the Financial Services Board (FSB). The FSB has approved
a Nil Surplus Apportionment for both the Rainbow Pension and Provident Funds and the Foodcorp Provident Fund.
Defined contribution pension and provident fund schemes
The latest audited financial information of the schemes that are administered by the Group all reflect a satisfactory
state of affairs. Amounts charged to the income statement are as follows:
2014
R000
2013
R000
27343
65021
415
24644
59944
354
Defined contribution pension and provident schemes:

Rainbow and Vector Funds
Rainbow Pension Fund
Rainbow Provident Fund
Namflex Pension Fund
TSB Funds
TSB ABSA Retirement Fund
African Life
TSB ABSA Provident Fund
TSB Sanlam Fund
Momentum Employee Benefits
Sanlam (TSB Pension Fund)
SATAWU Provident Fund
TSB Agricultural Provident Fund
TSB ABSA Pension Fund
Capital Alliance Group
TSB NBC Provident Fund
Foodcorp Funds
Alexander Forbes
Liberty Life
Sanlam Umbrella Fund
NBC Provident Fund
Old Mutual SACCAWU
Setshaba
FAWU
Metropolitan IMC Fund
Sanlam Group Life
Capital alliance disability
6860
81
6973
402
558
225
1890
2430
3777
172
2079
41575
786
1506
5312
968
5824
573
220
174990
120
6835
134
303
628
907
158
475
391
94773
17.
2014
R000
2013
R000
227711
79371
60474
46940
INTEREST-BEARING LIABILITIES
Long-term
Bank borrowings
Finance lease liabilities
Loan from Akwandze Agricultural Finance Proprietary Limited
Senior Secured Notes
5468349
Short-term
Bank borrowings
RMB bridging loan
367556
5515289
54000
36389
4494750
42577
115723
39228
142278
4627716
297229
Bank borrowings
Included in bank borrowings is an unsecured loan from FNB with a carrying value of R216,0 million. This loan bears
interest at Jibar + 2,3%. The accrued interest on the loan is repayable in quarterly instalments on the 15th of the
month. The capital is repayable in four equal yearly instalments of R54,0 million, payable on the 15th of April each
year.
Included in bank borrowings are loans from Futuregrowth Asset Management Proprietary Limited with a carrying
value of R65,7 million. These loans were used to fund new contract grower operations in Rainbow. These loans
bear interest at the three month Jibar with a margin of between 4,25% and 5,25%. The outstanding loan, together
with the accrued interest, is required to be repaid in instalments based on the contract growers operating cycle, at
intervals of between 40 to 50 days between payments. The loan is classified as long term as no amounts are due
within the forthcoming year as the contract growers facilities are still under construction.
Included in bank borrowings in the prior year is an unsecured loan from ABSA with a carrying value of
R115,7 million. This loan bore interest of between Jibar +1,5% and Jibar +1,65%. The outstanding loan, together with
the accrued interest, was required to be repaid in quarterly instalments on the last day of the month.
The carrying amount of bank borrowings approximates their fair values.
The finance lease liabilities bear interest at a rate of between 7,0% and 10,0%.
Finance lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event
of default.
The carrying amount of the finance lease liabilities approximates their fair values.
121

17.
INTEREST-BEARING LIABILITIES continued

RMB bridging loan
The loan is for a capital value of R4,5 billion and bears interest at a variable rate of three month JIBAR plus a
margin of 1,65%, plus 0,2% if cash and cash equivalents held by the Group are less than R1,0 billion. An additional
2% is added if any event of default is continuing. The loan matures on 9 October 2014. The capital is repayable on
maturity and the interest in quarterly repayments until maturity date.
The carrying amount of the loan approximates its fair value.
The Group has provided the following security in respect of the bridging loan
A
pledge of any and all bank accounts maintained by RCL Foods Limited, TSB Sugar RSA Proprietary Limited,
Foodcorp Proprietary Limited, New Foodcorp Holdings Proprietary Limited, Capitau Investment Management
Proprietary Limited, Rainbow Farms Proprietary Limited, Rainbow Farms Investments Proprietary Limited,
RCL Group Services Proprietary Limited, East End Court Proprietary Limited and Vector Logistics Proprietary
Limited, including the amounts standing to the credit of any bank accounts.
A
pledge of all or any shares held by RCL Foods Limited in the issued share capital of any subsidiary of RCL
Foods Limited.
A
pledge of all or any shares held by New Foodcorp Holdings Proprietary Limited in the issued share capital of
Foodcorp Proprietary Limited.
A
pledge of all current and future claims that RCL Foods Limited may have against any subsidiary of RCL Foods
Limited by virtue of its shareholding in such subsidiary, whether in the form of shareholder loans or otherwise
and the benefit of any security interest for the time being held by RCL Foods Limited in respect of such claims.
A
pledge of all current and future claims that New Foodcorp Holdings Proprietary Limited may have against
Foodcorp Proprietary Limited by virtue of its shareholding in Foodcorp Proprietary Limited, whether in the
form of shareholder loans or otherwise, and the benefit of any security interest for the time being held by New
Foodcorp Holdings Proprietary Limited in respect of such claims.
The Groups intends to replace the bridging loan with a long-term financing package early in the 2015 financial year.
The loans from Akwandze Agricultural Finance Proprietary Limited are repayable annually, over a maximum period
of six years. These loans bear interest at a fixed rate of 4,0% per annum. These loans are secured by a cession over
Libuyile Farming Services Proprietary Limited, Mgubho Farming Services Proprietary Limited and Sivunosetfu
Proprietary Limited rights and interest in the gross revenue accruing to these companies from all sugar cane cut
and delivered to any mill, including revenue from any seed cane sold or disposed of otherwise.
The Senior Secured Notes listed on the Irish Stock Exchange were Euro denominated and bore interest at a fixed
rate of 8,75%. The Senior Secured Notes were redeemed in the current financial year in two separate redemptions:
A
10% redemption in November 2013 at 103% of the par value of the Notes and the remaining 90% redeemed in
April 2014 at 108,75% of the par value.
A
profit on extinguishment of debt of R71,1 million has been recorded in the income statement as part of finance
income as the value of the redemption was lower than the fair value of the borrowings recorded on acquistion of
Foodcorp.
The Senior Secured Notes were translated at year-end at a spot rate of R12,86 in 2013.
The fair value of the Senior Secured Notes at the previous year-end was R5,3 billion.
The Group had provided financial institutions relating to the Senior Secured Notes with the following security for its
borrowing facilities:
A pledge and reversionary pledge of trade receivables for an amount of R856,6 million.
A pledge of inventory for an amount of R417,1 million.
A pledge of trademarks for an amount of R1 864,4 million.
A pledge of customer relationships for an amount of R966,6 million.
A pledge of software for an amount of R7,2 million.
Special notarial bond over plant and equipment for an amount of R400,0 million and R1,4 billion.
F
irst covering mortgage bonds over certain specified immovable property for an aggregate amount of
R122,0 million and R2,8 billion.
General notarial bond over moveable assets for an amount of R200,0 million and R1,4 billion.
First deed of mortgage with the Registrar of Ships over certain fishing vessels for the amount of R160,0million.
Pledge and cession of the ordinary shares in Foodcorp and each of Foodcorps subsidiaries.
Cash and cash equivalents have been pledged for an amount of R48,5 million.
All interest-bearing borrowings are approved by the Board.
122
2014
R000
18.
Restated*
2013
R000
TRADE AND OTHER PAYABLES

Long-term
Other payables
Trade payables
35260
24398
Short-term
Trade payables
Accruals
Other payables
35260
24398
2267018
773427
563 918
1622902
414732
756 559
3 604 363
2 794 193
The carrying amount of trade and other payables approximates their fair values.
Included in accruals and other payables above are non-financial instruments of R381,7 million (2013: 271,0 million).
*
123

2014
R000
19.
Restated*
2013
R000
DEFERRED INCOME TAX

Deferred income tax liability movement:
At the beginning of the year restated
Acquisition of subsidiary**
(Credit)/charge for the year income statement
(Credit)/charge for the year other
Charge/(credit) for the year other comprehensive income
Prior year under/(over) provision
Deferred income tax liability comprises:
Trademarks, property, plant and equipment
Inventories and biological assets
Provisions
Losses available for set-off against future taxable income
Disposal group classified as held for sale
Other
Deferred tax liability due after 12 months

Deferred tax liability due within 12 months
Deferred income tax asset movement:

(Charge)/credit for the year income statement
Charge for the year other comprehensive income
Prior year underprovision
1 281 318
182780
(109629)
(541)
6064
2678
428672
831 930
20665
988
(722)
(215)
1 362 670
1 281 318
1557682
290546
(157346)
(1417)
(359091)
32 802
1379369
166123
(97270)
914
(158719)
33634
(65 002)
22269
(506)
1 362 670
1281 318
1000324
362346
1 128 555
152763
1362 670
1281 318
4327
3740
(5628)
(339)
6578
4327
8678
4327
Deferred income tax asset comprises:

Provisions
Tax losses carried forward
Other
7075
568
1035
4327
8678
4327
2936
5742
4327
8678
4327
Deferred tax assets due after 12 months

Deferred tax assets due within 12 months
Deferred tax is calculated on all temporary differences under the liability method using a principal tax rate of 28,0%
(2013: 28,0%).
Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the
related tax benefit through future taxable profits is probable.
No deferred tax asset has been recognised for assessed losses amounting to R293,2 million (2013: nil) as it is not
envisaged that the asset will be recovered in the foreseeable future.
124
**
2014
R000
2013
R000
Buildings
Plant, equipment and furniture
Vehicles
Aircraft
Leased assets
Leasehold improvements
78581
321989
64183
592
14082
5592
53020
171018
32078
Amortisation intangible assets

Impairment loss property, plant and equipment
Impairment loss on loan
Impairment loss reversed property, plant and equipment
485019
109597
3731
301
(10471)
261222
17072
Total depreciation, amortisation and impairment
588177
278294
20. DEPRECIATION, AMORTISATION AND IMPAIRMENT
4181
925
125

2014
R000
21.
Restated*
2013
R000
OPERATING PROFIT
Revenue
Cost of sales
Gross profit
Administration expenses
Selling and marketing expenses
Distribution expenses
Other income
Operating profit
19719965
(14908631)
10108812
(7824101)
4811334
(1295980)
(1212558)
(2168266)
399513
2284711
(678762)
(356101)
(1282437)
199642
534043
167053
203124
10471
19828
15940
45541
12827
30355
102472
66815
320667
100424
land and buildings

plant, machinery and equipment
vehicles
office equipment
computer equipment
other
146587
102813
32979
3557
6577
28154
77463
18497
Arrangements containing an operating lease**
751256
660713
contract grower fees

outsourced transport
274020
477236
224554
436159
73278
8175
35084
3731
28196
12160306
548992
25000
487690
7062
15699
51713
58321
6407626
571323
12632
3067
8794
2495
Staff costs
2738733
1571926
salaries and wages

share-based payments
retirement benefit costs
other post-employment benefits
other
2253510
34617
174990
18940
256 676
1260169
23508
94773
14090
179386
112486
13438
20101
3336
6656
7774
15659
670
785
2987
6485
3
252
1034
Disclosable items income:

Fair value adjustment on biological assets
Impairment loss reversed
Profit on disposal of property, plant and equipment
Profit on purchase of preference shares
Fair value adjustment on derivatives
Foreign exchange gains
Disclosable items expense:
Operating lease charges
Technical consultants and legal fees

Fair value adjustment on derivatives
Acquisition costs
Impairment of property, plant and equipment
Foreign exchange losses
Inventory expense
Utilities
Restraint of trade agreement amortised
Repairs and maintenance expense
Loss on disposal of property, plant and equipment
Directors remuneration
executive
non-executive
BEE expense
Administration fee paid to Group holding company
Auditors remuneration
fees for the audit
prior year underprovision
disbursements
fees for other services
4464
45599
229397
1906
11289
*
Restated for impact of IAS 19R. Refer to note 39 for further details.
** It is not practical to separate the lease element from the total costs paid in respect of these arrangements
and accordingly only total costs have been disclosed.
126
2014
R000
2013
R000
22. DEFERRED INCOME

Non-current liabilities
Deferred income
5153
Current liabilities
Deferred income
3059
Libuyile Farming Services Proprietary Limited, Mgubho Farming Services Proprietary

Limited and Sivunosetfu Proprietary Limited obtained various long-term and shortterm loans from Akwandze Agricultural Finance Proprietary Limited bearing interest
at 4,0% per annum. The fair value of these loans was calculated on initial and
subsequent recognition based on a market-related interest rate of 9,0% per annum.
The difference between fair value and cash balance received was recognised as
deferred income.
23. FINANCE COSTS

Interest financial institutions
Interest interest-bearing liabilities
Interest preference shares
Interest Group companies
Foreign exchange losses*
Interest other
Less: amounts capitalised on qualifying assets
21811
428291
1825
10908
557251
24665
5304
76493
1560
8834
56390
5094
1044751
153675
(1293)
1043458
153675
*
Includes loss on translation of Eurobonds during the financial year of
R893,0 million (2013: R378,0 million) and gains on re-measurement of forward
exchange contracts and the participation hedge during the financial year of
R332,0 million (2013: R360,0 million).
24. FINANCE INCOME

Interest preference shares
Interest financial institutions and money market fund
Profit on extinguishment of debt
Interest other
69073
71086
8124
148283
1894
49591
2389
53874
127

2014
R000
Restated*
2013
R000
Current tax
63840
59312
South African
Foreign
Prior year underprovision
58489
4764
587
59157
Deferred tax
(107901)
16123
South African
Foreign
Prior year overprovision
(104443)
442
(3900)
15965
373
(215)
(44061)
75435
(350798)
(98223)
(1482)
3120
1826
(4719)
(9254)
587
(3900)
67984
67 252
18 830
(44061)
75435
25. INCOME TAX EXPENSE
Reconciliation of tax rate:

Tax expense at 28,0%
capital gains tax
foreign taxation
share of associates loss
share of joint ventures profit
non-taxable income
prior year underprovision current
prior year overprovision deferred
non-deductible items
Tax charge
155
344
155
(215)
56321
The tax effects relating to items of other comprehensive income are disclosed in note 14 to the consolidated
financial statements.
*
128
2014
R000
Restated*
2013
R000
26. EARNINGS AND HEADLINE EARNINGS PER SHARE

Basic
Basic earnings per share is calculated by dividing the profit attributable to equity
holders of the company by the weighted average number of shares in issue during
the year.
Diluted
Diluted earnings are calculated using the fully diluted weighted average ordinary
shares in issue. Dilution is due to shares offered, but not paid and delivered to
participants in the BEE transaction, the RCL Share Incentive Scheme, the RCL Share
Appreciation Rights Scheme and the RCL Conditional Share Plan (refer to note 12 and
35). A calculation is performed to determine the number of shares that could have
been acquired at fair value based on the monetary value of the subscription rights
attached to outstanding scheme shares. The number of shares calculated below is
compared with the number of shares that would have been issued assuming the
exercise of the share scheme options.
Earnings
(Loss)/profit from continuing operations attributable to equity holders of the company
Profit from discontinued operation attributable to equity holders of the company
(318794)
29755
17425
9821
Total
(289039)
27246
Weighted average number of ordinary shares in issue

Weighted average number of ordinary shares in issue
basic earnings per share
Share option dilution impact**
(000)
(000)
697988
391076
1113
Weighted average number of shares diluted earnings per share
(000)
697988
392189
Headline earnings
Headline earnings reconciliation continuing operations:
(Loss)/profit for the year attributable to equity holders of the company
Impairment loss reversed (net of tax of R1,8 million)
(Profit)/loss on disposal of property, plant and equipment
(net of tax of R3,5 million (2013: R0,5 million))
(318794)
(4639)
17425
(9192)
1373
Headline earnings
(332625)
18798
Headline earnings reconciliation discontinued operation:

Profit for the year attributable to equity holders of the company
29755
9821
Headline earnings
29755
9821

Earnings per share
basic
diluted
basic
diluted
Earnings per share
basic
diluted
basic
diluted
(cents)
(cents)
(45,7)
(45,7)
4,5
4,4
(cents)
(cents)
(47,7)
(47,7)
4,8
4,8
(cents)
(cents)
4,3
4,3
2,5
2,5
(cents)
(cents)
4,3
4,3
2,5
2,5
In January 2014, the Group embarked on a pro rata issue of shares to qualifying RCL Foods Limited non-controlling
shareholders which was concluded in February 2014. No adjustment to the prior period weighted average number
of shares was required as the theoretical ex-rights price of the shares immediately after the share issue exceeded
the share price immediately prior to the share issue.
In January 2013, the Group embarked on a fully underwritten (by Remgro via Industrial Partnership Investments
Limited) R3,9 billion rights issue which was concluded in March 2013.
*
**
As net losses from continuing operations were recorded in 2014, the dilutive potential shares are anti-dilutive.
129

2014
R000
27.
2013
R000
DIVIDENDS PER SHARE

Interim paid: 0,0 cents (2013: 0,0 cents)
Final* declared: 20,0 cents (2013: paid 0,0 cents)
171 762
Total: 20,0 cents (2013: 0,0 cents)
171 762
A final dividend of 20,0 cents per share was declared for the financial period ended
30 June 2014. The dividend will be paid on Monday, 20 October 2014. The last date
to trade cum dividend will be Friday, 10 October 2014. The RCL Foods share will
commence trading ex dividend from the commencement of business on Monday,
13 October 2014 and the record date will be Friday, 17 October 2014.
Since the final dividend was declared subsequent to period-end, it has not been
provided for in the consolidated financial statements.
The dividend of R171,8 million represents the dividend based on the shares in
*
issue for accounting purposes. The total dividend based on the statutory shares
in issue is R185,9 million. The difference of R14,1 million in the dividend amount
is due to 70 758 637 shares issued in terms of the BEE transaction. These shares
are not considered to be issued for accounting purposes and thus the related
dividend is not disclosed. Refer to note 12 and 35 for further details.
28. LEASE COMMITMENTS

Operating leases:
Due within one year
Due within two to five years
125972
135209
111121
166703
261181
277824
201029
44014
16138
233542
34316
9966
261181
277824
Finance leases:
Gross finance lease liabilities minimum lease payments
415140
96639
Due within one year

Due later than five years
43533
135463
236144
44229
52410
(162078)
(7411)
Present value of finance lease liabilities
253062
89228
Due within one year

Due later than five years
35974
115986
101102
40862
48366
253062
89228
6391
25152
3636
2055
31543
5691
31276
267
5497
194
31543
5691
In respect of:
property
plant and equipment
other
Future finance charges on finance lease liabilities
Operating leases:
Due within one year
In respect of:
property
plant and equipment
In addition, the Group has operating lease commitments with rentals determined in relation to volumes of activity.
It is not possible to quantify accurately future rentals payable under such lease arrangements.
130
2014
R000
2013
R000
29. CONTINGENCIES
Legal dispute
Contract grower guarantees
Loan guarantee Akwandze
2250
12487
75000
75000
14737
In the prior year the Group had a contingent liability in respect of a legal claim for the dismissal of employees.
At the end of the prior year legal counsel was of the opinion that the Group would be successful and therefore
the directors concluded that it was highly unlikely that the Group would incur a financial loss. The litigation was
concluded in the current year with a judgement against the Group, which resulted in additional costs of
R16,6 million being expensed during the year.
In the prior year the Group had contingencies in respect of contract grower arrangements whereby the Group had
guaranteed bank loans given to certain contract growers. These loans have been repaid during the current financial
year.
The Group has a long-term loan guarantee for Land Bank on behalf of Akwandze Agricultural Finance Proprietary
Limited. No losses are expected as the risk of default of debtors is limited due to the fact that some debtors are
joint ventures with the Group, with no history of default. The loan of the debtor not relating to the Group is
supported by a listed entity.
30. OPERATING SEGMENTS

The Chief Executive Officer (CEO) is the chief operating decision-maker. The CEO assesses the performance of the
operating segments based on operating profit before depreciation, amortisation and impairment (EBITDA) and
operating profit (EBIT).
Transactions between segments are accounted for under IFRS in the individual segments.
The Foodcorp segment is a food producer and manufacturer with a diverse product basket that ranges from
staples to some of South Africas best-known consumer brands and ready-to-eat meals. The Rainbow segment
is a vertically integrated chicken producer. The TSB segment is a sugar producer and manufacturer and also
manufactures animal feed from by-products of the sugar manufacturing process. The Vector segment is a specialist
frozen third-party logistics provider, providing integrated logistics. Zambian operations refer to a chicken producer
in Zambia.
131

2014
R000
Restated*
2013
R000
30. OPERATING SEGMENTS continued

Revenue
19719965
10108812
Foodcorp
Rainbow
TSB
Vector
Foodcorp to Rainbow
Rainbow to Foodcorp
TSB to Foodcorp
Vector to Foodcorp
Vector to Rainbow
7768001
8732933
2482052
1699903
1217505
8143587
Operating profit before depreciation, amortisation and impairment
1122220
(61981)
(51736)
(13552)
(21495)
(814160)
1476888
(3378)
(725790)
445347
Foodcorp
Rainbow
TSB
Vector
Unallocated Group costs**
720960
203650
147483
199132
(149005)
184968
(72606)
(588177)
(278294)
534043
167053
Operating profit
Foodcorp
Rainbow
TSB
Vector
Unallocated Group costs**
Finance costs
Finance income
TSB
Zambian operations
455172
622
79541
149119
(150411)
142944
(72606)
(1043458)
148283
(153675)
53874
99765
(3050)
16854
9327
7527
(6520)
TSB
(6520)
139415
193570
(350798)
67252
Assets
Foodcorp
Rainbow
TSB
Vector
Unallocated segment***
Zambian operations
Set-off of inter-segment balances
9687933
4592952
4061409
2430308
469161
177823
(1508826)
9924003
6259613
4112394
15587
128955
(3048557)
Total per statement of financial position
19910760
17391995
Liabilities
Foodcorp
Rainbow
TSB
Vector
Unallocated segment***
Set-off of inter-segment balances
6639058
1495427
1380856
2417684
50275
(1508826)
8650050
2020910
2713601
10571
(3048557)
Total per statement of financial position
10474474
10346575
Restated for the impact of IAS 19R and the finalisation of the PPA and not for a change in the operating
*
segments presented. Refer to note 36 and 39 for further details.
**
Includes costs relating to BEE transactions. Refer to note 35 for further details.
*** Includes the assets and liabilities of the treasury company.
132
2014
R'000
2013
R'000
307226
6108
66324
1139
Rainbow
Intangible assets
95883
6703
328183
7714
TSB
Intangible assets
148219
3667
Vector
Intangible assets
40604
1 939
30. OPERATING SEGMENTS continued

Additions to property, plant and equipment and intangible assets
Foodcorp
Intangible assets
Impairment losses
Foodcorp
TSB
3731
301
Impairment losses reversed

Foodcorp
Rainbow
8901
1570

Foodcorp
Rainbow
TSB
Vector
Unallocated segment
Major customers
Revenue from the Group's top five customers is:
customer A
customer B
customer C
customer D
customer E
The above revenue is included in the Foodcorp, Rainbow, TSB and Vector segments.
Analysis of revenue
Sale of food products
Sale of feed
Sale of services
Revenue outside of South Africa

PT Booker Tate Indonesia PMA
Booker Tate Holdings Limited
Vector Logistics Limited (Namibia)
82497
270958
204598
67642
50013
1405
39650
196620
2238462
1597227
1325963
1229453
1182535
1817595
1274359
480061
357490
407020
16881704
1840592
997669
8153863
1201359
753590
19719965
10108812
6055
67181
33296
31 088
42024
133

31.
FINANCIAL RISK MANAGEMENT

Financial risk factors
This note presents information about the Group's exposure to financial risks, the Group's objectives, policies and
processes for measuring and managing these risks and the Group's management of capital.
The Group's financial instruments consist primarily of cash and cash equivalents, investment in money market
funds, derivatives, long-term loans, trade and other receivables and payables, interest-bearing liabilities, and in the
prior year, preference shares receivable and interest-bearing liabilities. In the normal course of business, the Group
is exposed to credit, liquidity and market risk. In order to manage certain of these risks, the Group may enter into
transactions which make use of derivatives. They include forward exchange contracts, options and commodity
futures and options. A separate committee is used to manage the risks and the hedging activities of the Group. The
Group does not speculate in derivative instruments. Certain of the Group's forward exchange contracts qualify as
designated hedges for accounting purposes. Their fair values are disclosed in note 10.
The Board has overall responsibility for the establishment and oversight of the Group's risk management
framework. The Board has established the Risk Committee which is responsible for developing and monitoring the
Group's risk management policies. The Risk Committee reports regularly to the Board on its activities.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group,
through its training, management standards and procedures, aims to develop a disciplined and constructive control
environment in which all employees understand their roles and obligations.
The Audit Committee oversees how management monitors compliance with the Group's risk management policies
and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by
the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both
regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the
Audit Committee.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. Credit risk primarily relates to trade and other receivables, long-term loans, cash
and cash equivalents, the investment in money market fund, derivative financial instruments and in the prior year
preference shares receivable.
The Groups exposure to credit risk with regard to trade and other receivables is influenced mainly by the individual
characteristics of each customer and there is no significant concentration of risk related to industry segments. The
granting of credit is controlled by well-established criteria that are reviewed on a regular basis. The terms granted
to trade debtors are determined by the respective credit policies of each operating subsidiary. The maximum
exposure to credit risk at the reporting date is the carrying amount of each trade receivable (refer to note 32) and
amounts guaranteed, as disclosed in note 29.
In the current year, 99,0% (2013: 91,0%) of the Vector segments trade debtors have been covered by Credit
Guarantee Insurance Cover (CGIC). The CGIC insurance covers 90% of outstanding debt. TSB segment trade
debtors are covered by Lombard insurance on all debtor balances in excess of R300 000. Credit insurance
premiums are paid on a monthly basis based on net invoiced sales. The credit policy requires each new customer
to be analysed individually for creditworthiness before delivery and payment terms are offered. Foodcorp segment
trade debtors represent large retail customers. The risk of default on these debtors is assessed as low. The Groups
review includes external ratings where available and in some cases bank references. Limits are established for
each customer which represents the maximum trading amount without requiring further approval. These limits are
reviewed on an ongoing basis. Customers that fail to meet the Groups benchmark creditworthiness may transact
with the Group on a cash basis. Customers that default on payments are closely monitored and put on stop
supply if required.
The Group has various credit terms with its trade debtors specific to each operating subsidiary.
134
31.
2014
R000
2013
R000
172280
28577
141791
7770
200857
149561
(8142)
(41645)
(9459)
(21814)
(49787)
(31273)
FINANCIAL RISK MANAGEMENT continued

Past due receivables, not impaired, relate to a number of independent customers
for whom there is no recent history of default. The ageing relating to these trade
receivables is as follows:
30 to 90 days*
Over 90 days*
The individually impaired receivables relate mainly to customers in unexpected

difficult economic situations. The ageing of these receivables is as follows:
30 to 90 days*
Over 90 days*
Represents days exceeding credit terms for each operating subsidiary.
The credit quality of trade debtors with an external credit rating is as follows:
Low risk
Medium risk
High risk
1147746
419617
31154
700671
239659
54586
1598517
994916
779555
116910
10333
840701
65020
1439
906798
907160
1003274
27324
15670
1442
2312135
1047710
2313191
Certain external credit ratings were obtained from CGIC.

The credit quality of trade debtors without an available external credit rating
is as follows:
External customers (history of six months +) no past defaults
External customers (history of six months +) with past defaults
New customers (history of less than six months)
Other debtors consist primarily of prepayments, VAT receivable and other sundry
receivables. The risk of default is assessed as low.
Also included in other debtors are prepayments for stock, by Vector. The risk of
default is considered low as the counterparties represent large, well-established
trading companies within South Africa.
The credit quality of long-term loans receivables is assessed as low risk.
The Group deposits cash surpluses with financial institutions of high quality and
standing. The table below shows the cash and cash equivalents allocated in terms
of bank rating. These ratings are based on Moodys bank ratings.
Rating
Baa1
Baa2
Rating not available*
Cash on hand
1056
*
This relates to cash balances with Barclays Bank Mozambique, Menara Standard Chartered Bank, CIIMR Niaga
Bank and Safex deposits with various financial institutions for which ratings were not available on Moodys.
The balances held with these banks were R238 210, R726 115 and R51 022 respectively, and R14 654 000 relates to
Safex deposits as at 30 June 2014.
Investment in money market fund of R446 million relates to investments in Nedbank Limited. The investment has
an AA+ rating. The fund invests in call deposits, treasury bills, negotiable certificates of deposit, fixed deposits,
promissory notes and commercial paper. These instruments carry very low risk and provide a 48-hour liquidity,
but cannot be classified as cash and cash equivalents as the individual instruments held by the fund do not meet
the maturity criteria of IAS 7 (Statement of cash flow). These instruments are considered to be equity instruments
categorised as financial assets at fair value through profit and loss.
Derivative instruments are limited to transactions with financial institutions with an acceptable credit rating.
The preference shares receivable were secured against shares in Foodcorp and have been settled in the current
financial year.
135

31.

Liquidity risk
The Group actively monitors its cash flows to ensure there is sufficient cash available to meet its working capital
requirements. Its unutilised borrowing capacity is R1,0 billion (2013: R615,0 million). Due to the dynamic nature of
the underlying businesses, the Group maintains flexibility in funding by maintaining availability under committed
credit lines. Management monitors rolling forecasts of the Groups cash and cash equivalents on the basis of
expected cash flow.
The Groups derivative financial liabilities, and current trade and other payables are all due within one year and the
impact of discounting them is not significant.
The table below summarises the maturity profile of the Groups financial liabilities based on contractual
undiscounted payments:
2014
current
non-current
Guarantee*
Bank overdraft
( excluding employee
benefit payables)
Derivative financial liabilities
2013**
current
non-current
( excluding employee
benefit payables)
Derivative financial liabilities
136
Carrying
value
R000
Less than
one year
R000
4627716
4755178
367556
One to
two years
R000
Two to
three years
R000
Greater than
three years
R000
Total
R000
4755178
20993
75 000
20993
130988
413179
75 000
20993
3 257 805
10389
3 257 805
10389
3 257 805
10389
8 284 459
8 119 365
297229
609746
5515289
78048
5089
2 523 277
5766
2 500 702
5766
29500
8 419 609
3 121 303
515963
130988
116355
116355
165836
165836
8 532 544
609746
486463
490121
5505321
151090
6481905
156179
2530202
5766
490121
5656411
9 783 798
Relates to loan guarantee Akwandze. Refer to note 29 for further details. Represents maximum exposure.
**
Restated. Refer to note 36 for further details.
31.

MARKET RISK
Interest rate risk
The Group is exposed to interest rate risk on its cash and cash equivalents, the investment in money market fund,
long-term loans and interest-bearing liabilities, which can have an impact on the cash flows of these instruments.
The exposure to interest rate risk is managed through the Group's Board as well as the respective subsidiary
companies by using counterparties that offer the best rates which enables the Group to maximise returns whilst
minimising risk. The effective interest rate excluding the impact of foreign exchange revaluations for the year was
8,75% (2013: 8,04%).
The post-tax impact on the income statement for fluctuations in variable interest rates, with all other variables held
constant, would be as follows for the interest-bearing assets and liabilities currently held by the Group.
2014
2013
R000
R000
+3%
11779
18661
From 1 July 2013 to April 2014 Foodcorp had fixed interest rate debt and thus there would be no impact on the
above. The impact of a 3% increase in interest rates based on balances at year-end which are subject to variable
interest rates would result in an additional net finance cost of R116,0 million.
Foreign currency risk
In the normal course of business the Group enters into transactions denominated in foreign currencies.
Trade and other payables include net payables of R68,2 million (2013: R0,3 million), trade and other receivables of
R90,2 million (2013: R1,2 million) in respect of sales and purchases in foreign currencies, cash and cash equivalents
included cash balances of R73,0 million (2013: R15,8 million) relating to cash denominated in foreign currency.
The currencies predominantly traded in by the Group are USD, GBP, Indonesian Rupees, Mozambiquan Meticals,
YEN and EUR. As a result, the Group is subject to exposure from fluctuations in foreign currency exchange rates.
The Group utilises forward exchange contracts and currency options to minimise foreign currency exchange risk
in terms of its risk management policy. All forward exchange contracts and currency options are supported by
underlying transactions. The Group also had substantial foreign currency Senior Secured Notes that were Euro
denominated in the prior financial period, which have been settled in the current year.
Forward exchange contracts that do not constitute designated hedges of currency risk at the end of the year are
summarised as follows:
Foreign
Average
contract
Fair value
rate
amount
of FECs
R
000
R000
30 June 2014
EUR FECs assets*
EUR FECs liabilities*
USD FECs assets*
USD FECs liabilities*
AUD FECs assets
14,74
15,05
10,86
10,92
10,00
650
2053
1384
65645
95
30
30 June 2013
EUR FECs assets**
EUR FECs liabilities
USD FECs assets
USD FECs liabilities
AUD FECs liabilities
13,97
11,70
9,50
9,40
9,40
263250
296
12412
1280
189
336847
(64)
7023
894
77
30 June 2014
USD currency options assets*
USD currency options liabilities*
EUR currency options assets*
EUR currency options liabilities*
15000
15000
800
2100
30 June 2013
USD currency options assets
USD currency options liabilities
EUR currency options assets
EUR currency options liabilities
12000
12000
900
900
30 June 2013
Euro participation hedge
Foreign currency amount
*
**
7630
1552
658
141
195000
These contracts and options have a zero fair value at year-end as they are settled daily on Yield-X.
Relates to Senior Secured Notes.
137

31.

Foreign currency risk continued
Forward exchange contracts that constitute designated hedges of currency risk are summarised as follows:
Foreign
Average
contract
Fair value
rate
amount
of FECs
R
000
R000
30 June 2014
Forward contracts to buy foreign currency
EUR FECs assets
EUR FECs liabilities
YEN FECs liabilities
14,98
15,58
11,03
9,31
195
1763
183
155997
26
(1984)
(80)
(458)
Forward contracts to sell foreign currency

USD FECs assets
10,95
10,83
15500
19800
2785
(2447)
The hedges in respect of currency risk are expected to mature within one year.
There was no ineffectiveness to be recorded from the cash flow hedges.
The notional principal amounts of the outstanding forward foreign exchange contracts (cash flow hedges) at
30 June 2014 were R444,3 million (2013: nil). The hedged highly probable forecast transactions denominated in
foreign currency are expected to occur at various dates during the next 12 months. Gains and losses on recognised
cash flow hedges on forward foreign exchanges to hedge sugar sales are recognised in equity and are recognised
in the income statement in the period during which the hedged forecast transaction affects the income statement.
2014
R000
Amounts recognised in equity during the year cash flow hedge
Amounts removed from equity and recognised in profit or loss cash flow hedge
2013
R000
12110
(13590)
Refer to the following table for sensitivity of future (post-tax) income statement impacts arising on the maturity
of currency option contracts, forward exchange contracts, trade payables, trade receivables and cash and cash
equivalents:
138
2014
R000
31.
2013
R000

Profit/(loss) as a result of a movement of the USD, GBP, EUR and YEN at 30 June
assuming the spot price remains constant thereafter until the maturity of the
contracts and balances.
Forward exchange contracts
10% increase in the value of the USD against the rand
10% decrease in the value of the USD against the rand
10% increase in the value of the EUR against the rand
10% decrease in the value of the EUR against the rand
10% increase in the value of the AUD against the rand
10% decrease in the value of the AUD against the rand
10% increase in the value of the YEN against the rand
10% decrease in the value of the YEN against the rand
75684
(75684)
6408
(6408)
95
(95)
163
(163)
Trade receivables
2247
(2247)

2371
(2371)
Maturity of options and trade payables

10% increase in the value of the EUR against the rand
10% decrease in the value of the EUR against the rand
10% increase in the value of the YEN against the rand
10% decrease in the value of the YEN against the rand
734
(21471)
439
237
(1676)
1676
23239
(21378)
653857
(493443)
Forward exchange contracts, foreign trade and other receivables and cash and cash equivalents for the 2013
financial year were considered immaterial for the purposes of the sensitivity analysis.

First priority Senior Secured Notes prior year

The Senior Secured Notes were settled during the current financial year.
On 4 March 2011, Foodcorp issued 390,0 million Senior Secured Notes with a coupon rate of 8,75% per annum
with a maturity date of 1 March 2018.
Payments under the 2018 Notes consist of two components, namely the principal due on 1 March 2018 and coupon
payments due semi-annually on 1 September and 1 March. In order to hedge the foreign currency exposure, the
following foreign exchange contracts were entered into:

T
he principal was hedged 50% through a performance participating foreign exchange and 50% through a vanilla
forward exchange contract, both for six years maturing on 1 March 2017.
T
he semi-annual coupon payments have been partially hedged (50%) at inception using forward exchange
contracts maturing on each coupon payment date, until 1 March 2017.
In addition, the remaining portion of the coupon payment due on 1 September 2013 was hedged using a vanilla
forward exchange contract.
The mark-to-market effects of the hedging arrangements are accounted for in the income statement under
financing costs.
139

31.

Commodity price and procurement risk
Commodity price risk arises from the risk of an adverse effect on current or future earnings from fluctuations
in the prices of commodities. To stabilise prices for the Groups substantial commodity requirements, derivative
instruments including forward contracts, commodity options and futures contracts are used to hedge its exposure
to commodity price risk.
The overriding directive is to procure commodities at the lowest cost to meet forecast requirements, both internally
and for external sales. Call and put options are utilised within this framework to manage commodity requirements
and supply. The use of written options is restricted to the hedging of existing long positions and is limited to put
options.
The overall procurement strategy and net positions are reported monthly to the Board and the oversight
committees. The oversight committees are responsible for the setting of the monthly company view with regard to
future price movements. The daily trading by the procurement teams are restricted in terms of this company view,
unless prior approval is obtained from the Procurement Committees.
Wheat, sorgum, sunflower seeds, maize and soya
Refer to the table below for sensitivity of future (post-tax) income statement impact arising on the maturity of
wheat, sorgum, sunflower seeds, maize and soya derivative contracts:
Profit/(loss) as a result of a movement in the spot price of wheat, sorgum, sunflower seeds, maize and soya and
resulting impact on tonnage at 30 June, assuming the spot price remains constant thereafter until the maturity of
the contracts.
Wheat 5% increase
Wheat 5% decrease
Sorghum 5% increase
Sorghum 5% decrease
Sunflower seeds 5% increase
Sunflower seeds 5% decrease
Maize 5% increase
Maize 5% decrease
Soya 15% increase
Soya 15% decrease
2014
R000
2013
R000
16875
(16875)
44
(44)
7610
(7610)
18282
(22718)
242
(242)
510
(510)
1745
(1745)
Rainbow Farms Proprietary Limited has entered into contract grower agreements with various counterparties to
procure broiler chickens for the forthcoming financial year.
The commitment value as at 30 June 2014 was R21,7 million (2013: 80,6 million).
Embedded derivative
The Group has a lease contract with the Matsamo Communal Property Association which contains a fixed to
variable rental swap. Accordingly, the Group has separated the embedded derivative from a host lease contract and
recognised a financial liability of R3,6 million at 30 June 2014.
Capital risk management
The Boards policy is to maintain a strong capital base so as to maintain shareholder, creditor and market
confidence and to sustain the future development needs of the business.
The Board monitors both the spread of shareholders and return on equity (which is defined as profit for the year
expressed as a percentage of average total equity) and the level of dividends paid to shareholders.
The Groups target is to achieve a return on shareholders equity in excess of 15,0%. In 2014 the return was a
negative 3,5% (2013: positive 0,5%).
There were no changes to the Groups approach to capital management during the year.
140
31.

Fair value estimation
IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (level 2).
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
(level 3).
The following table presents the Groups assets and liabilities that are measured at fair value at 30 June.
Level 1
R000
Level 2
R000
30 June 2014
Assets
Breeding stock chicken
Broiler stock chicken
Banana fruit
Banana trees
Litchi trees
Sugar cane roots
Sugar cane plants
Trading derivatives
2841
Total assets
2841
Level 3
R000
Total
R000
293910
244971
6984
12413
3404
198482
277520
293910
244971
6984
12413
3404
198482
277520
2841
1037684
1 040 525
Liabilities
Trading derivatives
10389
10389
Total liabilities
10389
10389
30 June 2013
Assets
Breeding stock chicken
Broiler stock chicken
Trading derivatives
361505
Total assets
361505
271996
265063
271996
265063
361505
537 059
898 564
Liabilities
Trading derivatives
5766
5766
Total liabilities
5766
5766
141

31.

The fair value of trading derivatives is determined using valuation techniques. These valuation techniques maximise
the use of observable market data where it is available and rely as little as possible on entity specific estimates.
Specific valuation techniques used to value the derivatives include:
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the
statement of financial position date, with the resulting value discounted back to present value.
T
he fair value of options are determined using appropriate option pricing models which take into account the
volatility of the underlying instrument.
T
he fair value of the diesel hedge is determined using valuation techniques applicable to a futures contract using
the present value of the estimated future cash flows.
T
he fair value of the Euro participation hedge was valued using forward exchange rates at the statement of
financial position date in the prior year, taking into account the terms of the contract, with the resulting value
discounted back to present value.
The following valuation techniques and significant inputs were used to measure the biological assets.
Description
Chicken
stock
Fair value
at
30 June
2014
R000
538881
Relationship of unobservable
input to fair value
Eggs per hen
163 to
172 per hen
The higher the eggs per hen,

the higher the fair value
Cost of a day-old
breeder bird
R48 to
The higher the cost per chick,
R57,5 per chick the higher the fair value
Mortality rates
4,6% to 5,9%
The higher the mortality,

the lower the fair value
Average live mass
1,56 kg
to 1,84 kg per
bird
The higher the average live

mass, the higher the fair value
Feed cost
R3,926 to
R4,935 per ton
The higher the feed cost per ton,

the higher the fair value
Unobservable
inputs
Replacement
costs of the
components
of growing
the stock
Litchi
trees
3404
Current
Replanting/
R26 285 to
establishment establishment
R29 052
and
cost of litchi trees per hectare
replacement
cost
The higher the replanting/

establishment cost, the higher
the value of litchi trees
Banana
fruit
6984
Recoverable
value
Expected earnings R448 to

before interest
R474 EBIT/ton
and tax (EBIT)
sold
The higher the expected EBIT

contribution, the higher the
value of banana fruit
Banana
trees
12413
Current
establishment
and
replacement
cost
Replanting/
establishment
cost of banana
trees
R48 715 to
R53 555 per
hectare

the value of banana trees
Sugar
cane
roots
198482
Current
establishment
and
replacement
cost
Replanting/
establishment
cost of sugar
cane roots
R27 212 to
R29 260 per
hectare

the value of sugar cane roots
Sugar
277520
Recoverable
value
Recoverable
R2 513 to
value price per
R2 698 per ton
ton of sucrose
less harvesting,
transport and other
costs to sell
cane
plants
142
Range of
unobservable
inputs
Valuation
technique
The higher the recoverable value

less harvesting, transport and
other costs to sell per ton of
sucrose, the higher the value of
sugar cane plants
31.

Sensivitiy analysis
A sensitivity analysis is shown for the significant unobservable inputs below.
Input
Sensitivity
Feed cost chicken stock
A five percent change in feed cost would result in a

R11,2 million change in fair value.
Replacement cost per hectare cane roots
A one percent change in replacement cost would result in

a R2,0 million change in fair value.
Recoverable value price per ton standing cane
A change of one percent in recoverable value would

result in a R2,7 million change in fair value.
32. FINANCIAL INSTRUMENTS BY CATEGORY

The accounting policies for financial instruments have been applied to the line items below:
Assets per the statement of financial position

30 June 2014
Long-term loans
30 June 2013*
Liabilities per the statement of financial position

30 June 2014
Interest-bearing liabilities short-term
Bank overdraft
Loans and
receivables
R000
Derivatives
used for
hedge
accounting
R000
2934202
1555
30
2811
2811
4432308
797
2 117 112
130275
361505
2313191
450000
446000
3983467
446030
2117112
130275
360708
Total
R000
2934202
1555
2841
1047710
446000
1047710
2313191
450000
4560578
810708
797
5372083
Other
financial
liabilities
R000
Liabilities
at fair value
through
profit and loss
R000
Derivatives
used for
hedge
accounting
R000
Total
R000
367556
4627716
20993
5420
4969
5420
4969
3 257 805
8 274 070
30 June 2013*
Interest-bearing liabilities short-term
Preference share liabilities long-term
Preference share liabilities short-term
2 523 277
8 413 843
Assets
at fair value
through
profit and loss
R000
5515289
297229
72959
5089
5766
5766
367556
4627716
20993
10389
3257 805
8 284 459
5515289
297229
72959
5089
5766
2 523 277
8 419 609
Restated. Refer to note 41 for further details.

143

33. RELATED PARTY TRANSACTIONS

Related party relationships exist between RCL Foods Limited, its subsidiaries, associates, joint ventures and
Remgro Limited and its subsidiaries, associates and joint ventures. Remgro Management Services Limited provides
treasury services to the Group. In the prior year there was a preference share receivable of R130,3 million which
related to amounts receivable from Foodcorp management share ownership structure. This was settled during the
current financial year.
The ultimate controlling party of the Group is Remgro Limited.
During the financial year, TSB RSA Proprietary Limited was acquired from Remgro Limited for a total consideration
of R4,0 billion, settled by issuing shares at a price of R17,32 per share. Refer to note 36 for further details on this
transaction.
Group
As detailed in note 1 to the company financial statements on page 170, the company has concluded certain lending
transactions with these related parties. In addition the following transactions were concluded:
Transactions and balances with ultimate holding company

Interest paid to Remgro Management Services Limited
Administration fee paid to Remgro Management Services Limited
Amount owing to Remgro Management Services Limited included in payables
Directors fee
2014
R000
2013
R000
8044
13438
1386
669
8834
6656
1820
449
Transactions and balances with fellow subsidiaries

Underwriting fee paid to Industrial Partnership Investments Limited
Purchases from Quality Sugars Proprietary Limited
Amount owing to Quality Sugars Proprietary Limited included in payables
Transactions and balances with associates of the holding company
Bank charges paid to First National Bank Limited
Bank balances with First National Bank Limited included in cash and cash equivalents
Net interest paid to First National Bank Limited
Corporate finance transaction costs paid to Rand Merchant Bank
Facility fees paid to Rand Merchant Bank
Amount owing to Rand Merchant Bank included in short-term interest-bearing liabilities
Purchases from Falconair Proprietary Limited
Purchases from Total South Africa Proprietary Limited
Amount owing to Total South Africa Proprietary Limited included in payables
Purchases from Unilever South Africa Proprietary Limited
Amount owing to Unilever South Africa Proprietary Limited included in payables
Purchases from PG Glass Proprietary Limited
Amount owing to PG Glass Proprietary Limited included in payables
Bank charges paid to First Auto Proprietary Limited
Purchases from First Auto Proprietary Limited
Amount owing to First Auto Proprietary Limited included in payables
Purchases from Blue Bulls Proprietary Limited
Purchases from Glassmen Proprietary Limited
Purchases from Tracker and Signal Distribution Technologies Proprietary Limited
Purchases from Unitrade Management Services Proprietary Limited
Purchases from Mia Gas Proprietary Limited
Sales to Distell Limited
Purchases from Sturrock Grinrod Ships Agencies Proprietary Limited
Transactions and balances with key management of subsidiary
Preference shares receivable Foodcorp Management Holdings Proprietary Limited
Preference share dividend Foodcorp Management Holdings Proprietary Limited
144
58994
11309
1476
2098
162017
3 331
17250
11985
4500000
1
21100
1976
65902
9755
100
31
27
5080
137
404
4
38
297
2
331
112
807
7 764
27360
63809
3353
130275
1894
2014
R000
2013
R000
33. RELATED PARTY TRANSACTIONS continued

Transactions with associate and joint ventures within the Group
Interest paid to Akwandze Agricultural Finance Proprietary Limited
Interest paid to Mananga Sugar Packers Proprietary Limited
Management fees received from Mananga Sugar Packers Proprietary Limited
Service fees received from The Royal Swaziland Sugar Corporation Limited
Dividend received from The Royal Swaziland Sugar Corporation Limited
Dividend received from Mananga Sugar Packers Proprietary Limited
Amounts owing to Akwandze Agricultural Finance Proprietary Limited included
in accounts payable
Sales to Mananga Sugar Packers Proprietary Limited
Purchases from Mananga Sugar Packers Proprietary Limited
Amounts owing by Mananga Sugar Packers Proprietary Limited included
in accounts receivable
Amounts owing to Mananga Sugar Packers Proprietary Limited included
in accounts payable
Sales to The Royal Swaziland Sugar Corporation Limited
Amounts owing by The Royal Swaziland Sugar Corporation Limited included
in accounts receivable
2633
4
583
1589
25981
1692
110
2 260
281 165
1 565
73 064
1 343
425
Key management of RCL Foods Limited

The following transactions were carried out with key management individuals within
the Group:
In terms of IAS 24 (Related Party Disclosures), key management are considered to be
related parties.
Executive management and the senior leadership team are classified as key
management:
short-term and post-employment benefits
share-based payments
191044
34617
113353
21128
225661
134481
145

Basic
salary
R000
Pension
contribution
R000
6 161
2968
446
295
1 785
674
218
112
8 610
4 049
9 129
741
2 459
330
12659
2013
M Dally
RH Field
5344
2595
387
258
118
64
5849
2917
Total
7939
645
182
8766
Bonus*
R000
Other
benefits**
R000
Total
R000
34. DIRECTORS EMOLUMENTS

2014
M Dally
RH Field
*
**
Bonus payments relate to the prior financial year.

Other benefits include company contributions to disability insurance, medical aid and UIF.
Non-executives (for services as a director)

Present directors
HJ Carse*
JJ Durand*
PR Louw*
NP Mageza
DTV Msibi
MM Nhlanhla
RV Smither
GM Steyn
GC Zondi**
Past directors
Dr M Griessel
JB Magwaza
CM van den Heever*
Total
*
**
2014
R000
2013
R000
223
223
223
389
269
269
497
276
473
71
189
189
335
232
425
406
2842
1847
129
96
307
232
109
225
648
3067
2495
Paid to Remgro Management Services Limited.

Paid to Imbewu Capital Partners Consulting Proprietary Limited.
Interests of directors of the company in share options granted in the RCL Foods Share Incentive Scheme
Options granted to executive directors and unexpired or unexercised as at 30 June 2014 are as follows:
Options
exercisable at
30 June
2013
M Dally
RH Field
Total
146
Options
exercised
during
the year
Options
exercisable at
30 June
2014
Exercise
price
Rand
Gain on
options
exercised
R000
17,00
2128
1188688
542224
(1188688)
1730912
(1188688)
619147
284319
(619147)
903466
(619147)
284319
1108
2634378
(1807835)
826543
3236
542224
542224
2128
17,00
1108
284319
34. DIRECTORS EMOLUMENTS continued

Issue
Options
price
exercisable
prior to
at 30 June rights issue
2012
Rand
M Dally
779211
1101317
504245
10,39
16,35
14,20
Total
Options
exercisable
at
30 June
2013
Gain on
options
exercised
R000
15,05
4506
2384773
183792
154328
573639
264404
11575
45508
19915
992371
992371
76998
(165903)
903466
1167
3377144
3377144
260790
(1003556)
2634378
5673
10,39
16,35
14,20
(837653)
Exercise
price
Rand
58442
87371
37979
154328
573639
264404
9,67
15,21
13,21
Options
exercised
during
the year
779211
1101317
504245
2384773
RH Field
Issue
Options
price post
at
Rights
to rights
30 June
issue
issue*
2012 adjustment*
Rand
1188688
542224
(837653)
9,67
15,21
13,21
1730912
(165903)
4506
16,80
1167
619147
284319
*
The issue price and number of outstanding options were amended as a result of the rights issues in order to
place the holders in the same position as they were before the rights issue.
These amendments have no financial effect for the Group as they have placed the participants in the same
economic position as they were before the rights issue.
No options were issued during the year, nor will any further options be issued under the RCL Share Incentive
Scheme, as this scheme has been replaced by the RCL Share Appreciation Rights Scheme approved at the 43rd
annual general meeting of the shareholders held on 31 July 2009. The scheme will be simply allowed to run its
course in respect of existing options.
Interests of directors of the company in RCL Foods Share Appreciation Rights Scheme
Share appreciation rights awarded to executive directors and unexpired or unexercised as at 30 June 2014 are as
follows:
Grant date
fair value
of rights
Issue price
Issue price
Rights
Rights
Number
awarded
Rights
prior to
post to
at
awarded
of rights
during
exercisable
rights issue
rights issue*
30 June
during
30 June
the year**
at 30 June
Rand
Rand
2013
the year
2014
R000
2014
M Dally
15,34
15,83
17,68
14,19
14,27
14,73
16,45
13,20
16,54
908 945
929 256
714 572
768 117
1 240 943
908 945
929 256
714 572
768 117
1 240 943
4 054
1 240 943
4 561 833
4 054
621 765
427 702
431 618
364 999
374 505
621 765
2 031
1 598 824
621 765
2 220 589
2 031
687 599
4 919 714
1 862 708
6 782 422
6 085
2 106 618
3 320 890
RH Field
Total
15,34
15,83
17,68
14,19
14,27
14,73
16,45
13,20
16,54
427 702
431 618
364 999
374 505
599 903
613 308
205 808
1 419 019
282 283
284 867
120 449
*

Grant date fair value of rights awarded represents the total fair value of rights awarded during the year. This
cost will be expensed over the rights vesting period.
147

34.
DIRECTORS EMOLUMENTS continued

Issue
price
prior to
rights issue
Rand
M Dally
15,34
15,83
17,68
14,19
Issue
price
post to
rights issue*
Rand
14,27
14,73
16,45
13,20
Rights
at
30 June
2012
845 679
865 465
665 120
15,34
15,83
17,68
14,19
14,27
14,73
16,45
13,20
Total
Adjustment
in respect
of rights
issue*
Number
of rights
30 June
2013
Rights
exercisable
at 30 June
2013
714 404
63 266
63 791
49 452
53 713
908 945
929 256
714 572
768 117
1 984
714 404
230 222
3 320 890
1 984
348 317
29 770
29 629
25 260
26 188
427 702
431 618
364 999
374 505
968
1 139 660
348 317
110 847
1 598 824
968
283 574
3 515 924
1 062 721
341 069
4 919 714
2 952
890 179
2 376 264
RH Field
Rights
awarded
during
the year
Grant date
fair value
of rights
awarded
during
the year**
R000
397 932
401 989
339 739
299 951
306 654
606 605
141 141
142 433
*
** Grant date fair value of rights awarded represents the total fair value of rights awarded during the year. This
cost will be expensed over the rights vesting period.
Conditional
Conditional
shares
shares
at
at
30 June
30 June
2014
2013
Interests of directors of the company in the RCL Foods Conditional Share Plan
M Dally
RH Field
Total
Conditional
shares
at
30 June
2012
675547
340124
675547
340124
1015671
1015671
Conditional
shares
settled
during
the year
Conditional
shares
at
30 June
2013
Conditional
shares
awarded
during
the year
Adjustment
in
respect of
rights
issue
M Dally
RH Field
628659
316517
46888
23607
675547
340124
Total
945176
70495
1015671
*
The number of outstanding conditional shares was amended as a result of the rights issue in order to place
the holders in the same position as they were before the rights issue. These amendments have no financial
effect for the Group as they have placed the participants in the same economic position as they were before
the rights issue.
148

Interests of directors of the company in stated capital
The aggregate beneficial holdings as at 30 June 2014 of those directors of the company holding issued ordinary
shares are detailed below:
2014
2014
2013
2013
Direct
Indirect
Direct
Indirect
beneficial
beneficial
beneficial
beneficial
Executive directors
M Dally
RH Field
Non-executive directors
NP Mageza
MM Nhlanhla*
GC Zondi*
Past directors
Dr M Griessel
JB Magwaza*
1201653
250000
386
229 559
4251093
252
342887
3766643
24680
2558861
1451653
*
1201653
250000
4 481 038
1451653
6693323
Assumes 100% vesting in terms of BEE transaction.
here has been no change in the interest of the directors in the stated capital of the company since the end of the
T
financial year to the date of this report.
Directors emoluments paid by Remgro Limited
Fees
R000
Salaries
R000
Retirement
fund
R000
228
1602
7617
1412
318
1556
280
218
283
218
2138
9684
1910
Subtotal
228
10631
2154
719
13732
NP Mageza
305
305
Subtotal
305
305
Total
533
Fixed pay
30 June 2014
Executive
HJ Carse
JJ Durand
PR Louw
30 June 2013
Executive
HJ Carse(1)
JJ Durand
PR Louw
CM van den Heever(2)
213
Other
benefits(3)
R000
Total
R000
10631
2154
719
14037
1494
7080
1209
1322
296
1447
240
262
204
265
204
207
1994
9005
1653
1791
11105
2245
880
14443
Subtotal
213
NP Mageza
285
285
Subtotal
285
285
Total
498
11105
2245
880
14728
(1) Mr HJ Carse was appointed as a director on 19 February 2013. The remuneration reflected is for 12 months
ended 30 June 2013.
(2) Mr CM van den Heever resigned as a director on 31 January 2013. The remuneration reflected is for 12 months
ended 30 June 2013.
(3) Other benefits include medical aid contributions and vehicle benefits.
149


Variable pay long-term incentive plans
Remgro Equity Settled Share Appreciation Right Scheme (SARs) 2014
Participant
Executive
HJ Carse
JJ Durand
PR Louw
Balance
of SARs
accepted
SARs
as at accepted
30 June during the
2013
year
Offer
date
Date
exercising
SARs
Share
price on
exercise
date
(2933) 27/09/2013
(1624) 27/09/2013
197,95
197,95
Number
Offer
of SARs
price
Rand(1) exercised
20613
2933
1624
38062
7546
Increase
in value(1)
R000
20613
11767 4/12/2013
191,7
93128 4/12/2013
191,7
359
187
108236
7572
235895
271258
7066
26995
27432
22646
(7066) 31/10/2013
(17997) 31/10/2013
12944 4/12/2013
777878
Grant date
Balance fair value
of SARs
of SARs
accepted
granted
as at during the
30 June
year
2014
R000
117839
206,50
206,50
1007
2538
191,7
(29620)
4091
38062
7546
11767
108236
7572
235895
271258
93128
5064
8998
27432
22646
12944
704
866097
6408
640
(1) It refers to the increase in value of the SARs Scheme shares of the indicated participants from the offer date
to the date of payment and delivery. The share price used to calculate the deemed increase in value for the
late Mr MH Visser, is the Remgro share price on the date that he passed away.
150

Remgro Equity Settled Share Appreciation Right Scheme (SARs) 2013
Participant
Executive
MH Visser(1)
HJ Carse
Balance
of SARs
accepted
as at
30 June
2012
SARs
accepted
during
the
year
542424
486465
65,50
97,55
20613
2933
1624
38062
29/11/2012
78,30
75,38
82,60
97,55
147,25
29/11/2012
78,30
75,38
82,60
97,55
147,25
29/11/2012
63,97
64,23
65,50
40,62
97,55
147,25
29/11/2012
31,43
78,30
75,38
82,60
97,55
147,25
7546
JJ Durand
162354
15144
4220
235895
271258
PR Louw
7066
9058
26995
8860
27432
22646
CM van
den Heever
Offer
date
46976
17961
2680
1419
34292
6830
1692473
308280
Date
exercising
SARs
Share
price on
exercise
date
Increase
in value(2)
R000
(542424) 26/04/2012
(486465) 26/04/2012
129,60
129,60
34769
15591
Number
Offer
of SARs
price
Rand(2) exercised
(54118)
(7572)
(4220)
3/04/2013
3/04/2013
3/04/2013
185,50
185,50
185,50
5801
834
434
Balance
of SARs
accepted
as at
30 June
2013
Grant date
fair value
of SARs
granted
during the
year
R000
20613
2933
1624
38062
7546
299
108236
7572
235895
271258
10763
7066
(9058)
3/04/2013
185,50
1098
(8860)
2/04/2013
183,15
1263
26995
(46976) 30/10/2012
(1159693)
147,05
27432
22646
899
17961
2680
1419
34292
6830
271
841060
12232
5431
65221
(1) In terms of the rules of the SARs scheme, the executor of the estate of the late Mr MH Visser was entitled to exercise
all the SARs granted to him at any time within twelve months after the date of his death, or before the expiry of the
SARs period (being seven years from the grant date), whichever was the earlier. This right was exercised during the
prior year.
(2) It refers to the increase in value of the SARs Scheme shares of the indicated participants from the offer date to the
date of payment and delivery. The share price used to calculate the deemed increase in value for the late
Mr MH Visser, is the Remgro share price on the date that he passed away.
151


Remgro Share Scheme June 2013 ordinary shares
Participant
Executive
MH Visser(1)
Total
Balance
of shares
accepted
as at
30 June
2012
Shares
accepted
Date of
during acceptance
the year of shares
172681
68230
240911
Offer
price
Rand
135,0
186,7
Number of
shares
paid and
delivered(1)
Date of
payment
and
delivery
of shares(2)
(172681) 26/04/2012
(68230) 26/04/2012
Share price
on date of
payment
and
delivery
of shares(2)
Rand
Increase
in value(2)
R000
Balance
of shares
accepted
as at
30 June
2013
129,6
129,6
(240 911)
(1) In terms of the rules of the Remgro Share Scheme, the executor of the estate of the late Mr MH Visser was
entitled to effect payment of all the shares offered to him within twelve months after the date of his death
or before the expiry of the offer periods, whichever was the earlier. Full payment of all shares offered was
effected during the prior year.
(2) It refers to the increase in value of the scheme shares of the indicated participant from the offer date to the
date of payment and delivery. The share price used to calculate the deemed increase in value for the late
Mr MH Visser, is the Remgro share price on the date that he passed away.
152
35. BEE TRANSACTION

Unwinding of historical BEE transaction
On 18 March 2008, shareholders approved a Broad-based Black Economic Empowerment transaction. The
participants in the BEE transaction were the Imbewu Consortium, Ikamva Labantu Empowerment Trust (a
Corporate and Social Investment Community Trust), the Rainbow Employee Trust and Mrs MM Nhlanhla, a nonexecutive director of RCL Foods Limited (RCL) (collectively the BEE partners).

Details of the transaction
In terms of the transaction a special purpose entity, Eagle Creek Investments 620 Proprietary Limited (Eagle
Creek), acquired an effective 15% of RCLs entire issued share capital for R915,6 million on 30 July 2008. The
purchase price was settled by issuing variable rate (CPIX plus 6%) cumulative redeemable preference shares in
Eagle Creek to RCL.

Ordinary dividends paid to Eagle Creek were applied immediately to reduce the outstanding redemption amount.
The shares issued to Eagle Creek were also subject to restrictions on alienation and encumbrance until 30 July
2018.
At the time of issue, these shares represented 15% of the companys issued shares, which has since been diluted
by the BEE parties not participating in the RCL Foods rights issue in the prior year. This BEE transaction was
considered unlikely to deliver any equity value to the BEE parties and as such this BEE transaction was unwound
during the current financial period by a specific repurchase by RCL of the shares held by Eagle Creek in RCL and
a redemption of the Eagle Creek preference shares. The proceeds of the repurchase were used by Eagle Creek to
redeem the Eagle Creek preference shares.

Accounting principles and assumptions
The terms of issuance of the ordinary shares and acquisition of the preference shares were deemed for accounting
purposes to constitute the issuance of an option in RCL shares granted to Eagle Creek, effective on 18 March 2008,
when the shareholders approval was obtained. Accordingly, the issuance of the shares and the subscription by RCL
to the Eagle Creek preference shares, were not recognised.
The redemption of the preference shares by Eagle Creek and the subsequent share buy-back by RCL of the shares
held by Eagle Creek in RCL, were deemed to be a cancellation of the option granted to Eagle Creek.
In terms of IFRS 2, the amount related to the Rainbow Employee Trust resulted in the total expense relating to the
unvested portion of the option being recorded in the statement of comprehensive income in the current financial
year. An amount of R14,2 million was expensed in arriving at operating profit, relating to the accelerated vesting of
the cancelled option, calculated from the cancellation date of 17 January 2014.

Implementation of new BEE structure
On 16 January 2014, shareholders approved a new Broad-based Black Economic Empowerment transaction. The
participants in the BEE transaction are the Imbewu Consortium, Ikamva Labantu Empowerment Trust (a Corporate
and Social Investment Community Trust), the RCL Employee Share Trust, Mrs MM Nhlanhla, a non-executive director
of RCL Foods Limited (RCL), Malongoana Investments RF Proprietary Limited, MTM Family Trust and Nakedi
Mathews Phosa (collectively the BEE partners).

Details of the transaction

In terms of the transaction, three separate issues of shares occurred.
In terms of the first issue, the RCL Employee Share Trust and a special purpose vehicle, Business Venture
Investments No 1763 Proprietary Limited (BVI 1763), acquired 13 962 863 and 5 984 084 shares for
R241,8 million and R103,6 million respectively in RCL. The purchase price was settled by BVI 1763 and Business
Venture Investments No 1762 Proprietary Limited (BVI 1762), a separate special purpose vehicle, issuing variable
rate (prime) cumulative redeemable preference shares in BVI 1762 and BVI 1763 to RCL.
Ordinary dividends paid to BVI 1762 and BVI 1763 will be applied to reduce the outstanding preference share
dividends and the outstanding redemption amount.
In terms of the second issue, the RCL Employee Share Trust and a special purpose vehicle, BVI 1763, acquired
30 718 299 and 13 164 985 shares respectively in RCL for R0,01 in terms of a notional vendor financing (NVF)
mechanism. The NVF facilitation was based on a share price of R17,32 per share, increasing at a variable rate (prime
overdraft rate).
In terms of the third issue, a special purpose vehicle, Malongoana Investments RF Proprietary Limited, owned
by the MTM Family Trust, acquired 6 928 406 shares in RCL for R0,01 in terms of a NVF mechanism. The NVF
facilitation was based on a share price of R17,32 per share, increasing at a variable rate (prime plus 1%).
The ordinary shares issued to BVI 1763, RCL Employee Share Trust and Malongoana Investments RF Proprietary
Limited have been pledged in favour of RCL.
153

35. BEE TRANSACTION continued

Accounting principles and assumptions
The terms of the first issue (specified on page 153) of ordinary shares and acquisition of the preference shares are
deemed for accounting purposes to constitute the issuance of an option in RCL shares granted to BVI 1763 and
RCL Employee Share Trust, effective on 17 January 2014. Accordingly, the issuance of the shares and the
subscription by RCL to the BVI 1763 and BVI 1762 preference shares, were not recognised.
The terms of the second and third issue (specified on page 153) of ordinary shares are deemed for accounting
purposes to constitute the issuance of an option in RCL shares granted to BVI 1763, RCL Employee Share Trust and
Malongoana Investments RF Proprietary Limited, effective on 17 January 2014. Accordingly, the issuance of the
shares was not recognised.
The options were accounted for in terms of IFRS 2. The options issued to the strategic equity partners were
expensed in full in the current financial year, as these options were fully vested on grant date. An amount of
R88,5 million was expensed in arriving at operating profit in the current financial year. The options issued to the
RCL Employee Share Trust resulted in a service condition vesting period of eight years from 17 January 2014.
An amount of R7,9 million was expensed in arriving at operating profit in the current financial period as a result.
2014
R000
Total amount expensed in current financial year relating to the new BEE scheme
96399
The fair value of the options was determined on a Monte Carlo simulation model. Expected volatility
was calculated on an equally weighted basis based on the historical RCL Foods Limited share price
data relating to the respective valuation dates.
The following inputs to the model were used:
Expected volatility
Dividend yield
Risk-free interest rate
Vesting period
154
(%)
(%)
(%)
(years)
30,00
4,33
4,80 to 8,22
8
36. ACQUISITIONS
BUSINESS COMBINATION
New Foodcorp Holdings Proprietary Limited
On 1 May 2013 the Group acquired an effective holding of 64,18% in Foodcorp through the investment vehicle
Capitau Investment Management Proprietary Limited. The purchase consideration paid by Capitau Investment
Management Proprietary Limited was R1,026 billion, of which R997,6 million was paid by the Group. Foodcorp
manufactures, markets and distributes a diversified portfolio of food products ranging from basic essentials to
top-end desserts and convenience meals. Many of the products are associated with South African tradition and
heritage, and are therefore among the leading and best recognised brands in South Africa. The acquisition is in line
with the Group's strategic growth plan.
Goodwill of R2,618 billion arose from the acquisition. Goodwill mainly represents the ability of the combined
business of scale to target consumer markets in sub-Saharan Africa. None of the goodwill recognised is deductible
for tax purposes.
The following table summarises the consideration paid for the fair value of assets acquired, liabilities assumed and
the non-controlling interest at the acquisition date reported in the prior finanical year.
2013
R000
Consideration at 1 May 2013
Cash
1026225
Total consideration
1026225
Recognised amounts of identifiable assets acquired and liabilities assumed

Intangible assets
Inventories
Net assets of a disposal group classified as held for sale
279217
1611838
2850149
169648
390839
397000
(16349)
(149)
878519
(845062)
(40086)
(5980086)
(955689)
Total identifiable net liabilities
(1260211)
Goodwill
331424
2617860
Acquisition-related costs of R44,6 million have been charged to administration expenses in the income statement
for the year ended 30 June 2013.
The fair value of the non-controlling interest in the unlisted company was estimated by using the purchase price
paid for the acquisition by Capitua Investment Management Proprietary Limited. This purchase price was adjusted
for the lack of control and lack of marketability that market participants would consider when estimating the fair
value of the non-controlling interest.
The revenue included in the income statement since 1 May 2013 contributed by Foodcorp was R1,2 billion. Foodcorp
also contributed operating profit of R99,0 million over the same period (prior to restatement of IAS 19R). Had New
Foodcorp Holdings Proprietary Limited been consolidated from 1 July 2012, the income statement would show pro
forma revenue of R6,5 billion and operating profit of R502,0 million.
155

36. ACQUISITIONS continued

Finalisation of the purchase price allocation (PPA)
The initial accounting for the business combination was based on provisional values as the transaction occurred
close to year-end, resulting in insufficient time to calculate the fair value of all assets and liabilities. The fair values
have been reassessed at 30 June 2014 as more evidence was available. The effect on the comparative period is
recorded below.
These adjustments had no impact on the results of the prior year.
As
previously
reported
Intangible assets trademarks
Intangible assets goodwill
Deferred tax liability
Trade and other payables current
1864389
2905304
(1409274)
(2 630 899)
Effect of
finalisation
(77654)
117189
123 761
(163 294)
Impact of
IAS19R
4195
Restated
balance
1786735
3022493
(1281318)
(2 794 193)

TRANSACTION WITH NON-CONTROLLING INTEREST
During the current financial year, the Group acquired the remaining 35,82% interest in Foodcorp in two separate
transactions from Foodcorp management (1 July 2013) and Capitau Investment Advisers Proprietary Limited
(6 September 2013) for a total consideration of R520,7 million, of which R27,6 million related to the acquistion of
preference shares in Capitau Investment Management Proprietary Limited.
The Group now holds 100% of the equity share capital of Foodcorp. The Group derecognised the carrying amount
of the non-controlling interest and recorded a decrease in equity attributable to the owners of the parent for the
difference between the purchase consideration and the carrying amount of the non-controlling interest at the dates
of acquisitions.
The following table summarises the consideration paid for the remaining interest and the value of the noncontrolling interest purchased at the date of the acquisition.
2014
R000
156
Consideration paid to non-controlling shareholders

Cash
493085
Total consideration
493085
Non-controlling interest 30 June 2013 carrying amount
Non-controlling interest share of loss till date of acquisition of remaining interest
311306
(7403)
Total non-controlling interest
303903
Excess of consideration recognised in parents equity
189182
36. ACQUISITIONS continued

ACQUISITION OF ENTITY UNDER COMMON CONTROL

TSB Sugar RSA Proprietary Limited
On 1 January 2014, the Group acquired a 100% holding in TSB Sugar RSA Proprietary Limited (TSB). TSB is
involved in sugar agriculture, sugar manufacture, marketing, sales and distribution and also produces animal feed
using by-products of the sugar manufacturing process. TSB is one of the largest sugar producers in South Africa.
TSB was previously an indirect wholly-owned subsidiary of Remgro Limited, the controlling shareholder of the
Group. The acquisition of TSB was thus considered to be an acquisition of an entity under common control. The
acquisition of TSB was accounted for using predecessor accounting at the carrying value of the assets/liabilities at
the acquisition date.
The purchase consideration was settled by the Group issuing shares at a share price of R17,32 to the value of
R4,0 billion.

The following table summarises the consideration paid for the net assets acquired at the acquisition date.
2014
R000
Consideration at 1 January 2014
Equity instruments issued (230 946 882 ordinary shares)
4000000
Total consideration
4000000
Recognised amounts of assets acquired and liabilities assumed

Biological assets
Intangible assets
Investment in associate company
Investments in joint ventures
Loans receivable
Deferred tax asset
Inventory
Derivative assets
Amounts owing to Group companies
Loans payable
Retirement benefit obligation
Deferred income
Derivative liabilities
1334152
316215
44249
387938
81359
1555
3740
1246536
477322
200
152836
(366107)
(604000)
(624602)
(32265)
(68459)
(182780)
(4884)
(27544)
(12872)
Net assets acquired
2122589
Less non-controlling interest in net assets acquired

Common control reserve recorded
(42421)
1919832
Acquisition-related costs of R27,0 million have been charged to the income statement in arriving at operating profit.
157

37.
SHARE AND SHAREHOLDERS INFORMATION

STATED CAPITAL
Authorised
Issued
Number of shareholders
2 000000 000
929568796*
5760
Number of
shareholders
Number of
shares
Shareholder spread
1 1 000
1 001 10 000
10 001 100 000
100 001 1 000 000
1 000 001 and over
3391
1806
466
66
31
58,87
31,35
8,09
1,15
0,54
902035
6747240
13040235
20844637
888034649
0,10
0,73
1,40
2,24
95,53
Total
5 760
100
929 568 796
100
Distribution of shareholders
Banks
Brokers
Close Corporations
Empowerment
Endowment Funds
Holding Company
Individuals
Insurance Companies
Investment Companies
Mutual Funds
Nominees and Trusts
Other Corporations
Pension Funds
Private Companies
Public Companies
24
10
62
2
7
4
4976
9
15
63
383
30
38
135
2
0,4
0,2
1,1
0,0
0,1
0,1
86,4
0,2
0,3
1,1
6,6
0,5
0,7
2,3
0,0
3106515
424163
762458
70758 637
623810
667500750
15926908
2756279
143309
106677890
7 053 942
251036
50054434
3511765
16900
0,33
0,05
0,08
7,61
0,07
71,81
1,71
0,30
0,02
11,48
0,76
0,03
5,38
0,38
0,00
Total
5760
100
929568796
100
3
4
5
0,05
0,07
0,09
667500750
70758 637
1453439
71,8
7,6
0,16
Total non-public shareholders

Public shareholders
12
5748
0,21
99,79
739 712 826

189 855 970
79,6
20,4
Total
5760
100
929568796
100
667500750
44681162
38557126
38160360
19539980
19149069
9553971
71,81
4,81
4,15
4,11
2,10
2,06
1,03
Public and non-public shareholders

Strategic holdings (more than 10%)
Empowerment
Directors and associates of the company holdings
Beneficial shareholders holding 1% or more

Remgro Limited
RCL Employee Share Trust
Investment Solutions Limited
Oasis Crescent Global Equity Fund
Government Employees Pension Fund
Business Venture Investments 1763 Proprietary Limited
Eskom Pension and Provident Fund
* Includes 44 681 162 shares issued to RCL Employee Share Trust, 19 149 069 shares issued to Business Venture
Investments 1763 Proprietary Limited and 6 928 406 shares issued to Malongoana Investments RF Proprietary
Limited in terms of the BEE scheme. Refer to note 35 for details.
158
38. SUBSEQUENT EVENTS

No material changes have taken place in the affairs of the Group between the end of the financial year and the date
of this report.
39. CHANGE IN ACCOUNTING POLICIES

Adoption of IAS 19 revised
The Group has applied the revised IAS 19 (Employee Benefits) (IAS 19R) for the first time in the current financial
year. IAS 19R eliminates the option to defer the recognition of actuarial gains and losses. The remeasurements
are required to be presented in other comprehensive income in full. IAS 19R has been applied retrospectively
in accordance with the transitional provisions. Consequently, the Group has restated its reported results for the
comparative period presented and reported the cumulative effect as at 1 July 2012 as an adjustment to opening
equity.
As at
As at
30 June
30 June
Adoption
2014
2014
of IAS 19R
as presented
R000
R000
R000
30 June 2014
Impact on the consolidated statement of financial position
Retained earnings
Equity attributable to the equity holders of the company
Total equity
Total liabilities
Impact on the consolidated statement of comprehensive income
Income statement
Operating profit
Profit before tax
Income tax expense
(Loss)/profit after tax from continuing operations
(Loss)/profit attributable to the equity holders of the company
1007015
9375683
9437380
(1094)
(1094)
(1094)
1005921
9374589
9436286
1 363 095
224257
10473380
(425)
1519
1094
1 362 670
225776
10474474
1145199
557022
(327819)
37627
(290192)
(260437)
(272494)
(22979)
(22979)
(22979)
6434
(16545)
(16545)
(16545)
1122220
534043
(350798)
44061
(306737)
(276982)
(289039)

Profit for the year
Remeasurement of retirement medical obligations
Other comprehensive income/(loss) for the year net of tax
Total comprehensive (loss)/income for the year
1421
(259016)
15451
15451
(1094)
15451
16872
(260110)
Total comprehensive (loss)/income attributable to the equity holders

of the company
Basic earnings per share continuing operations
Diluted earnings per share continuing operations
Headline earnings per share basic continuing operations
Headline earnings per share diluted continuing operations
(271073)
(39,0)
(39,0)
(37,1)
(37,1)
(1094)
(6,7)
(6,7)
(10,6)
(10,6)
(272167)
(45,7)
(45,7)
(47,7)
(47,7)
Retained
earnings
Total equity
attributable
to the equity
holders of
the company
Balance at 1 July 2013 (as previously stated)

Effect of change in accounting policy
1479480
(10789)
7056209
(10789)
Balance at 1 July 2013 (restated)
1468691
7045420
Impact on the consolidated statement of changes in equity
159

39. CHANGE IN ACCOUNTING POLICIES continued

Adoption of IAS 19 revised continued
As at
30 June
2013
R000
Adoption
of
IAS 19R
R000
1479480
6744903
7056209
(10789)
(10789)
(10789)
1468691
6734114
7045420
1409273
155350
10 296 251
(4196)
14985
10 789
1405077
170335
10 307 040
444321
166027
66226
(75148)
(8922)
6389
26507
1026
1026
1026
(287)
739
739
739
445347
167053
67252
(75435)
(8183)
7128
27246
6389
1041
7430
739
(1286)
(1286)
(547)
7128
(1286)
(245)
6883
27548
(547)
27001
4,3
4,3
4,6
4,6
0,2
0,1
0,2
0,2
4,5
4,4
4,8
4,8
As at
1 July
2012
R000
Adoption
of
IAS 19R
R000
As at
1 July
2012
as presented
R000

Retained earnings
Total equity
1547382
2906359
2906359
(10242)
(10242)
(10242)
1537140
2896117
2896117

Total liabilities
432657
108587
2289932
(3984)
14224
10241
428673
122811
2300173
30 June 2013
Retained earnings
Total equity
Total liabilities
Impact on the consolidated statement of comprehensive income
Income statement
Operating profit
Profit before tax
Income tax expense
(Loss)/profit after tax from continuing operations
Profit for the year
Profit attributable to the equity holders of the company
Profit for the year
Remeasurement of retirement medical obligations
Other comprehensive income for the year net of tax
Total comprehensive income attributable to the equity holders
of the company
Basic earnings per share continuing operations
Diluted earnings per share continuing operations
Headline earnings per share basic continuing operations
Headline earnings per share diluted continuing operations
1 July 2012
160
As at
30 June
2013
before
finalisation
of PPA*
R000
39. CHANGE IN ACCOUNTING POLICIES continued

Adoption of IAS 19 revised continued
R000
Total equity
attributable
to the
equity
holders of
the
company
R000
Impact on the consolidated statement of changes in equity

Balance at 1 July 2012 (as previously stated)
1547382
(10242)
2906359
(10242)
Balance at 1 July 2012 (restated)
1537140
2896117
Profit for the year (as previously stated)

26507
739
26507
739
Profit for the year (restated)
27246
27246
Other comprehensive income (as previously stated)

1041
(1286)
1041
(1286)
(245)
(245)
Balance at 30 June 2013 (as previously stated)

1479480
(10789)
7056209
(10789)
Balance at 30 June 2013 (restated)
1468691
7045420
Retained
earnings
Other comprehensive income (restated)
161

40. INTEREST IN SUBSIDIARIES

The Group has the following subsidiaries at 30 June 2014
162
Proportion
of
ordinary
shares
directly
held
by
parent
%
Proportion
of
ordinary
shares
directly
held
by the
Group
%
Name
Country of
incorporation
and place
of business
Nature
of business
Rainbow Farms Investments
South Africa
Investment holding
100
Rainbow Farms
South Africa
Vertically integrated
chicken producer
100
Vector Logistics
South Africa
Logistics provider
100
Farmer Brown
South Africa
Dormant
100
TSB Sugar RSA
South Africa
Sugar production
100
East End Court
South Africa
Treasury company
100
RCL Group Services
South Africa
Shared services
company for the RCL
Foods Limited Group
100
Epol
South Africa
Dormant
100
Capitau Investment
Management
South Africa
Investment holding
100
Vector Logistics (Namibia)
Namibia
Logistics provider
100
Rainbow Chicken Foods
South Africa
Dormant
100
New Foodcorp Holdings
South Africa
Investment holding
100
Astoria Bakery
South Africa
Dormant
100
Bongolethu Fishing Enterprizes
South Africa
Dormant
100
Boot Nr 7 Belange
South Africa
Dormant
77
Emachibini Fisheries
South Africa
Dormant
100
Ezintlanzini Fishing
South Africa
Dormant
100
Ezolwandle Fishing
South Africa
Dormant
100
Firlig 5
South Africa
Dormant
100
Firlig 6
South Africa
Dormant
100
First Lifestyle Group
South Africa
Dormant
100
First Lifestyle
South Africa
Dormant
100
Foodcorp Anchovy
South Africa
Dormant
100
Foodcorp Consumer Brands
South Africa
Dormant
100
Foodcorp Fishing
South Africa
Dormant
100
Foodcorp Hake
South Africa
Dormant
100
Foodcorp Lobster
South Africa
Dormant
100
Foodcorp Pilchards
South Africa
Dormant
100
Foodcorp
South Africa
Food producer
and manufacturer
100
Hammer Street Investments
South Africa
Dormant
100
Jafprop
South Africa
Dormant
100
Maxitrade 102 General Trading
South Africa
Dormant
100
Mkhuhlu Bakery
Lesotho
Dormant
100
Proportion
of
ordinary
shares
directly
held
by noncontrolling
interest
%
Proportion
of
preference
shares
directly
held
by the
Group
%
100
23
40. INTEREST IN SUBSIDIARIES continued
Proportion
of
ordinary
shares
directly
held
by
parent
%
Proportion
of
ordinary
shares
directly
held
by the
Group
%
Name
Country of
incorporation
and place
of business
Nature
of business
NIB 5 Share Block
South Africa
Dormant
100
NIB 6 Share Block
South Africa
Dormant
100
Ntabeni Fishing
South Africa
Fishing
74
Proportion
of
ordinary
shares
directly
held
by noncontrolling
interest
%
Proportion
of
preference
shares
directly
held
by the
Group
%
26
Orgel Vismaatskappy
South Africa
Dormant
100
TSB Sugar International
South Africa
International
investments
100
TSGRO Farming Service
South Africa
Farming
100
Selati Sugar
South Africa
Dormant
100
Makhalempongo Chicken
South Africa
Chicken grower
100
Fieldsend Farming
South Africa
Chicken grower
100
Valleychicks
South Africa
Chicken grower
Quality Sugars
South Africa
Marketing
Shumbombo Agricultural
Services
South Africa
Farming
100
TSB Sugar Mozambique
South Africa
Green Field Sugar

Mill Feasibility
Project
100
Massingir Agro Industrial
Mozambique
Green Field Sugar

Mill Feasibility
Project
51
Booker Tate Holdings
United Kingdom Management

services
100
Booker Tate
United Kingdom Sugar management
100
Booker Tate (Overseas)
United Kingdom Investment holding
100
Booker Tate Services
United Kingdom Dormant
100
PT Booker Tate Indonesia PMA
United Kingdom Sugar management
95
Sivunosetfu
South Africa
Farming
50
50
Libuyile Farming Services
South Africa
Farming
50
50
Mgubho Farming Services
South Africa
Farming
50
50
Pamodzi Foods
South Africa
Dormant
100
Sea-Ice Manufacturers
Jersey
Dormant
100
Siyasebenza Fishing
South Africa
Dormant
100
Trade Motto 106
South Africa
Dormant
100
Umfondini Fishing
South Africa
Dormant
100
Wark Investments
South Africa
Dormant
100
Astoria Bakery Lesotho
Lesotho
Dormant
100
Fed-Cape International
Jersey
Dormant
100
100
75
25
49
163


Contract growers
The Group has entered into contractual arrangements with certain contract growers during the current financial
year. The Group has a 0% equity interest and no voting rights in these entities.
As the Group may step in in the event of non-payments by the contract growers to the providers of funding, the
contractual agreements effectively provide the Group with rights to direct the relevant activities of certain of these
entities, which results in the Group having effective control over these contract growers for as long as the growers
loan balance is outstanding. As a result, three contract growers have been consolidated.
The Group is contractually obligated to ensure that the above growers remain operational for as long as the loan
balance is outstanding.

2014
R000
Outstanding loan balance as at 30 June 2014
65711
All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary
undertakings held directly by the parent company does not differ from the proportion of ordinary shares held.
The non-controlling interest relating to the contract growers is not considered material and hence no additional
disclosures were deemed necessary.
Foodcorp Proprietary Limited
Quality Sugars Proprietary Limited
Massingir Agro Industrial Lda
Sivunosetfu Proprietary Limited
Libuyile Farming Services Proprietary Limited
Mgubho Farming Services Proprietary Limited
Statement
of financial
position
2014
R000
Income
statement
(share of
profit/(loss))
2014
R000
4125
(4206)
13348
32099
16138
(7 403)
753
(1 349)
6391
10363
3066
Statement
of financial
position
2013
R000
311306
Income
statement
(share of
profit/(loss))
2013
R000
20118
Significant restrictions
There are no significant restrictions regarding the use of assets or on the ability to settle liabilities in the
subsidiaries.
During the financial year, an additional shareholding in Foodcorp was acquired. Refer to note 36 for further details.
Thus the non-controlling interest in Foodcorp for 2014 was deemed not to be significant and hence the disclosures
for 2014 were excluded below.

The non-controlling interest in PT Booker Tate Indonesia PMA is also not considered to be significant.
Set out on page 165 is the summarised financial information for each subsidiary that has non-controlling interests
that are material to the Group. Refer to note 36 for the transaction with the non-controlling interests that occurred
during the financial year.

The summarised information on page 165 is before intercompany eliminations.
164

Current
Assets
R000
As at 30 June 2014
Quality Sugars
Proprietary Limited
Massingir Agro
Industrial Lda
Sivunosetfu
Proprietary Limited
Proprietary Limited
Mgubho Farming
S
ervices Proprietary
Limited
As at 30 June 2013
Foodcorp
Liabilities
R000
Non-current
Total
current
net assets
R000
Assets
R000
Liabilities
R000
Total
non-current
net assets
R000
Net assets
R000
444
5385
16500
25955
(8584)
417071
(405956)
11115
4941
3175
(37714)
(34539)
25955
12180
(86120)
(73940)
123832
(23196)
100636
26696
22006
(75902)
(53896)
157609
(39515)
118094
64198
11374
(78541)
(67167)
123536
(24093)
99443
32276
465806
(684233)
(218427)
435873
(86360)
349513
131086
2777642
(1350601)
7106826
(8257521)
(1150695)
276346
Sivunosetfu
Proprietary
Limited
R000
Libuyile
Farming
Services
Proprietary
Limited
R000
Mgubho
Farming
Services
Proprietary
Limited
R000
Total
R000
1427041
As at 30 June 2014
Quality
Sugars
Proprietary
Limited
R000
Revenue
Profit/(loss) before tax
Income tax expense
Profit/(loss) after tax for the year
Massingir
Agro
Industrial
Lda
R000
56495
4237
(1224)
(2752)
37798
17754
(4973)
55418
28784
(8059)
47432
8526
(2395)
197143
56550
(16651)
3013
(2752)
12781
20725
6131
39899
3013
(2752)
12781
20725
6131
39899
753
(1349)
6391
10363
3066
19224

Total comprehensive income/(loss)
Total comprehensive income/(loss)
allocated to non-controlling interests
Foodcorp
R000
Total
R000
1217505
(61 092)
(10339)
(71431)
15311
1217505
(61 092)
(10339)
(71431)
15311
Loss after tax for the year

(56120)
(56120)
Total comprehensive loss
(56120)
(56120)
Total comprehensive loss allocated to non-controlling interest

Dividends paid to non-controlling interest
20 118
20 118
As at 30 June 2013
Revenue
Loss before tax
Income tax expense
Profit from discontinued operation
165


Summarised cash flows
30 June 2014
Cash flows from
operating activities
Cash generated/(utilised)
from operations
Interest paid
Income tax (paid)/received
Net cash generated/
(utilised) from
operating activities
Net cash used in
investing activities
Net cash received from
financing activities
Net increase/(decrease) in
cash and cash equivalents
Quality
Sugars
Proprietary
Limited
R000
Massingir
Agro
Industrial
Lda
R000
Sivunosetfu
Proprietary
Limited
R000
Libuyile
Farming
Services
Proprietary
Limited
R000
Total
R000
101999
(86)
(1100)
5035
(12404)
(2828)
112
(19405)
(1513)
9
(13249)
(2017)
61976
(6444)
(979)
100813
5035
(15120)
(20909)
(15266)
54553
(89305)
(15154)
(198)
(5337)
(3242)
(113236)
11508
4949
6582
15978
6047
33556
(5170)
(8736)
(10268)
(12461)
(25127)
Foodcorp
R000
Total
R000

Cash generated from operations
Interest paid
Income tax paid
Net cash inflows from operating activities discontinued operation
238611
(1886)
(181)
53293
238611
(1886)
(181)
53293
Net cash generated from operating activities

Net cash used in investing activities
Net cash received from financing activities
289837
(773074)
968688
289837
(773074)
968688
Net increase in cash and cash equivalents
485451
485451
30 June 2013
41.
Mgubho
Farming
Services
Proprietary
Limited
R000
Prior period restatement

Following a reassessment of the legal details relating to certain of Vector Logistics Proprietary Limited contracts,
R139,5 million of inventory relating to their Customer Secondary Distribution (CSD) contracts has been reclassified
to other receivables as at 30 June 2013 as the risks and rewards are not considered to have passed to Vector.
As a result, the 2013 consolidated statement of financial position has been restated. The impact on the opening
consolidated statement of financial position for 2013 is also shown below. There is no impact on profit relating to
this change.
As
previously
Effect of
Restated
reported
restatement
balance
R000
R000
R000
Impact on consolidated statement of financial position
166
2013
Inventory
1322055
2111849
(139548)
139548
1182507
2251397
2012
Inventory
873040
1347671
(159683)
159683
713357
1507354
COMPANY STATEMENT OF FINANCIAL POSITION

as at 30 June 2014
ASSETS
Non-current assets
Investment in subsidiaries
Loans to Group companies
Current assets
Loan to Group companies
Note
2014
R000
2013
R000
1
1
2
5193078
3769054
1107949
587560
3507466
997605
10 070 081
850000
2304
5 092 631
852 304
Total assets
10922385
5092631
9955700
242139
715245
5079194
129706
(123965)
10913084
5084935
LIABILITIES
Current liabilities
9301
7696
9301
7696
10922385
5092631
EQUITY
Stated capital
Share-based payments reserve
Accumulated income/(loss)
Total equity
COMPANY STATEMENT OF COMPREHENSIVE INCOME

2014
R000
2013
R000
839210
83178
(4771)
Profit for the year
839210
78407
839210
78407
Note
Profit before tax
Income tax expense
4
5
167
COMPANY STATEMENT OF CHANGES IN EQUITY

Stated
capital
R000
Share-based
payments
reserve
R000

Ordinary dividend paid
BEE share-based payments charge
Rights issue
Employee Share Option Scheme:
1198253
126323

BEE share-based payments charge
Pro rata issue of shares
Employee Share Option Scheme:
5079194
Balance at 30 June 2014
9955700
Accumulated
(loss)/profit
R000
(107963)
78407
(94409)
Total
R000
3857469
1216613
78407
(94409)
3383
3857469
23472
23472
3383
129706
(123965)
839210
790184
5084935
839210
4000000
112433
790184
86322
86322
4000000
112433
242139
715245
10913084
Note
2014
R000
2013
R000
COMPANY CASH FLOW STATEMENT



Cash utilised by operations
Movement in share-based payments reserve
Dividends received
Dividends paid
Tax paid
Movement in trade and other payables
Net cash inflow/(outflow) from operating activities
(43498)
112 433
800000
1605
(38 915)
3383
110 786
(94409)
(4771)
6696
870 540
(17230)
Cash flows from investing activities

Additional investment in subsidiaries
Investment in preference shares
Movement in loans to Group companies
(605 518)
(27636)
(1111588)
(3383)
(986298)
(2874030)
(1744742)
(3863711)
Cash flows from financing activities

Issue of shares
876506
3880941
Net cash inflow from financing activities
876506
3880941
Cash and cash equivalents at the end of the year
168
2304
NOTES TO THE COMPANY CASH FLOW STATEMENT

2014
R000
2013
R000
839210
83178
(800000)
(82708)
(110 786)
(11307)
(43498)
(38 915)
CASH UTILISED BY OPERATIONS

Profit before tax
Adjusted for:
Dividend income
Accrued interest
169
NOTES TO THE COMPANY FINANCIAL STATEMENTS

Issued share capital
1.
2013
R
2014
%
2013
%
99900
40000
50
1
10
1
312
78000
1000
99900
40000
50
1
100
100
100
100
100
100
100
100
100
100
100
100
100
INVESTMENT IN SUBSIDIARIES
AND GROUP COMPANIES
Effective holding
Directly owned
Rainbow Farms
Vector Logistics
Farmer Brown
TSB Sugar RSA
East End Court
RCL Group Services
Epol
Capitau Investment Management
Indirectly owned
Vector Logistics (Namibia)*
Rainbow Chicken Foods
Astoria Bakery
Bongolethu Fishing Enterprizes
Boot Nr 7 Belange
Emachibini Fisheries
Ezintlanzini Fishing
Ezolwandle Fishing
Firlig 5
Firlig 6
First Lifestyle Group
First Lifestyle
Foodcorp Anchovy
Foodcorp Consumer Brands
Foodcorp Fishing
Foodcorp Hake
Foodcorp Lobster
Foodcorp Pilchards
Foodcorp
Hammer Street Investments
Jafprop
Maxitrade 102 General Trading
Mkhuhlu Bakery**
NIB 5 Share Block
NIB 6 Share Block
Ntabeni Fishing
Orgel Vismaatskappy
TSGRO Farming Service
Selati Sugar
Quality Sugars
Shumbombo Agricultural Services
TSB Sugar Mozambique
Massingir Agro Industrial***
Booker Tate Holdings****
Booker Tate****
Booker Tate (Overseas)****
Booker Tate Services****
PT Booker Tate Indonesia PMA*****
Sivunosetfu
Mgubho Farming Services
Pamodzi Foods
Sea-Ice Manufacturers******
Siyasebenza Fishing
Trade Motto 106
Umfondini Fishing
Wark Investments
Astoria Bakery Lesotho**(LSL)
Fed-Cape International*****(US$)
*
Incorporated
**
Incorporated
***
Incorporated
**** Incorporated
***** Incorporated
****** Incorporated
100000
100
1
100
100
1000
100
100
100
100
1
1
1
200
1
200
200
200
200
1
1000
100
1
450000
1
1
200
25000
100
300
300
300
100
100
207528
13067846
10742002
250000
7486000
35781
100
100
100
1
100
100
1000
100
1
100
10 000
in Namibia.
in Lesotho.
in Mozambique.
in the United Kingdom.
in Indonesia.
in Jersey.
All other subsidiaries listed are incorporated in the Republic of South Africa.
170
Effective holding
2014
R
1
312
78000
1000
100000
100
1
100
100
1000
100
100
100
100
1
1
1
200
1
200
200
200
200
1
1000
100
1
450000
1
1
200
25000
1
100
100
1000
100
1
100
10 000
100
100
100
100
100
77
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
74
100
100
100
100
75
100
100
51
100
100
100
100
95
50
50
50
100
100
100
100
100
100
100
100
100
100
100
89,15
100
100
64,18
64,18
64,18
49,42
62,90
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
47,49
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
64,18
1.
Shares
2014
R000
Shares
2013
R000
100
100
1142
1142
Indebtedness
2014
R000
Indebtedness
2013
R000
171229
850000
1504003
44487
128955
Total
2014
R000
Total
2013
R000
171329
850000
1505145
44487
493085
1 341 283
707 247
3 121 356
878 644
457417
129055
INVESTMENT IN SUBSIDIARIES
AND GROUP COMPANIES
continued
Share and indebtedness
East End Court
Rainbow Farms
RCL Group Services
Capitau Investment Management
Foodcorp
TSB Sugar RSA
Vector Logistics
Subsidiary portion of
share-based payments reserve
3378511
493085
1 341 283
707 247
3379653
3 121 356
878 644
456612
456612
805
4950939
242139
457854
129706
4619054
3507466
9569993
242139
3965320
129706
5193078
587560
4619054
3507466
9812132
4095026
456612
The above loans are unsecured, interest-free and repayable at an unspecified date.
None of the above companies are listed as they are all Proprietary Limited.
2.
2014
R000
2013
R000
1013933
94016
986298
11307
1107949
997605
PREFERENCE SHARES RECEIVABLE

Preference shares issued at a par value of R1 737,51 per share
Cumulative dividend
The cumulative preferential cash dividend is calculated at a dividend rate equal to prime accrued on an annual
basis. The cumulative redeemable preference shares are redeemable on or before 10 May 2019.
During the current financial year an additional investment of R27,6 million was made.
171
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

3.
2014
R000
2013
R000
574256484
5079194
1198253
3857469
47889945
230946882
5716848
790184
4000000
86322
23472
858810159
9955700
5079194
STATED CAPITAL
Authorised
2 000 000 000 (2013: 1 000 000 000) ordinary shares of no par value
Number
of shares
Issued ordinary shares of no par value:
Rights issue
Shares issued to acquire TSB Sugar Holdings
Shares issued in terms of share incentive scheme
Details pertaining to the pro rata issue
Proceeds from pro rata issue
790184
Details pertaining to the rights issue in the prior year

Proceeds from rights issue
Transaction costs
3932900
(75431)
3857469
Shares in issue for accounting purposes 1 July 2013

Add: shares issued in terms of BEE scheme**
574256484
51177217
Statutory shares in issue 1 July 2013
625433701

Shares issued to acquire entity under common control***
Less: repurchase of shares issued in terms of BEE scheme**
Add: shares issued in terms of BEE scheme****
47889945
230946882
5716848
(51177217)
70758637
Statutory shares in issue 30 June 2014
929568796
Shares issued in terms of BEE scheme***
(70758637)
Shares in issue for accounting purposes 30 June 2014
858810159
*
On 10 February 2014, the Group concluded a pro rata share offer to non-controlling shareholders.
The ordinary shares issued have the same rights as the other shares in issue. The fair value of the shares
issued amounted to R16 per share.
** On 31 July 2008, 51 177 217 shares were issued to Eagle Creek Investments 620 Proprietary Limited in terms
of the BEE transaction. The BEE transaction was unwound in the current financial period, resulting in a
repurchase of the shares issued. Refer to note 35 of the consolidated financial statements for further details.
As these shares were not initially recognised for accounting purposes, the buy-back has no impact.
*** Relates to shares issued on the acquisition of TSB Sugar RSA Proprietary Limited. Refer to note 36 of the
consolidated financial statements for further details.
**** On 26 May 2014, 44 681 162 shares were issued to RCL Employee Share Trust, 19 149 069 to the Business
Venture Investments 1763 Proprietary Limited and on 3 April 2014, 6 928 406 shares were issued to
Malongoana Investments RF Proprietary Limited in terms of a new BEE transaction. For accounting purposes
these shares are not treated as issued. Refer to note 35 of the consolidated financial statements for further
details.
The unissued ordinary shares are under the control of the directors until the forthcoming annual general meeting.
172
2014
R000
4.
PROFIT BEFORE TAX

Dividends received from subsidiaries
Non-executive directors fees
Consultancy expenses
Listed company expenses
Foreign exchange gains realised
Acquisition expenses
Interest received cumulative preference dividend
Other expenses
5.
2013
R000
800000
(3067)
(4273)
(6773)
(29382)
82708
(3)
110786
(2523)
(5728)
(1948)
17041
(45599)
11307
(158)
839210
83178
INCOME TAX EXPENSE

Current tax
4771
South African
4771
4771
Reconciliation of tax rate:

Normal rate of tax
Adjusted for:
(%)
28,0
28,0
non-taxable income (dividend and preference dividends received)

non-taxable expenses
(%)
(%)
(29,5)
1,5
(41,1)
18,9
Effective rate of tax
(%)
5,8
6. CONTINGENCIES
Banking and loan facilities are renewed annually and are subject to floating interest rates. RCL Foods Limited
and its operating subisidiaries bind themselves in favour of various banking institutions as surety in solidum for
and co-principal debtor jointly and severally for each others debt facilities. At year-end the facilities granted
amounted to R4,5 billion in respect of a bridging loan and a R1,0 billion unutilised general banking facility
(2013: R315,0 million). RCL Foods Limited has provided pledges in favour of RMB with respect to a loan granted
by RMB to a subsidiary of RCL Foods Limited, Foodcorp Proprietary Limited. The following pledges have been
provided:

A pledge of any and all bank accounts maintained by RCL Foods Limited.
A
pledge of all or any shares held by RCL Foods Limited in the issued share capital of any subsidiary of
RCL Foods Limited from time to time.
In addition, RCL Foods Limited has provided a guarentee to RMB in respect of the fulfilment of Foodcorp
Proprietary Limiteds obligations in terms of the loan agreement.

The maximum exposure as at 30 June 2014 is R4,5 billion.
7.

DIVIDENDS PER SHARE

Refer to note 27 of the consolidated financial statements.
8.
FINANCIAL RISK MANAGEMENT

Credit risk
The company has guaranteed a loan of a subsidiary. The maximum exposure to credit risk at the reporting date is
R4,5 billion.

Liquidity risk
The table below summarises the maturity profile of the guaranteed loan.
Less than
one year
R000
One to
two years
R000
Greater
than
two years
R000
Total
R000
2014
4 500 000
4 500 000
2013
125 347
125 347
173
NOTICE TO SHAREHOLDERS
RCL FOODS LIMITED

Incorporated in the Republic of South Africa
Registration number 1966/004972/06
Share code: RCL
ISIN: ZAE000179438
RCL Foods or the company
In terms of section 59(1)(a) of the South African Companies Act, No 71 of 2008, as amended, (the Companies Act) the
record date for the purpose of determining which shareholders of the company are entitled to receive notice of the annual
general meeting is Friday, 19 September 2014. In terms of section 59(1)(b) of the Companies Act, the record date for the
purpose of determining which shareholders of the company are entitled to participate in and vote at the annual general
meeting is Friday, 7 November 2014. Accordingly the last day to trade in order to be registered in the register of members
of the company and therefore be eligible to participate in and vote at the annual general meeting is Friday, 31 October 2014.
Notice is hereby given that the 48th annual general meeting of shareholders of RCL Foods Limited will be held at Six
The Boulevard, Westway Office Park, Westville, KwaZulu-Natal on Thursday, 13 November 2014 at 08:30 to consider and, if
deemed fit, to pass the following ordinary and special resolutions with or without modification and to transact such other
business as may be transacted at an annual general meeting.
ORDINARY RESOLUTIONS
1.
ADOPTION OF ANNUAL FINANCIAL STATEMENTS

Ordinary resolution number 1
Resolved that the audited annual financial statements of the company and the Group, including the directors report,
report of the Audit Committee and independent auditors report, for the year ended 30 June 2014 be received and
adopted.
2.
ELECTION AND RE-ELECTION OF DIRECTORS Ordinary resolution number 2.1
Resolved that Mr M Dally, who retires by rotation in accordance with the Memorandum of Incorporation of the
company and who, being eligible, has offered himself for re-election, be re-elected as a director of the company.

Ordinary resolution number 2.2
Resolved that Mr RH Field, who retires by rotation in accordance with the Memorandum of Incorporation of the
company and who, being eligible, has offered himself for re-election, be re-elected as a director of the company.

Resolved that Mr NP Mageza, who retires in accordance with the Memorandum of Incorporation of the company and
who, being eligible, has offered himself for re-election, be re-elected as a director of the company.

Resolved that Mr RV Smither, who retires in accordance with the Memorandum of Incorporation of the company and
who, being eligible, has offered himself for re-election, be re-elected as a director of the company.
Biographical details of the above directors can be found on pages 18 and 19 of this integrated annual report, of which
this notice forms part.
3.
RE-APPOINTMENT OF EXTERNAL AUDITORS

Resolved that the re-appointment of PricewaterhouseCoopers Incorporated as the companys auditors, as nominated
by the companys Audit Committee, be approved, and to note that the individual registered auditor who will undertake
the audit during the financial year ending 30 June 2015 is Mr H Ramsumer.
4.
ELECTION OF MEMBERS OF THE AUDIT COMMITTEE

Resolved that Mr NP Mageza, an independent non-executive director of the company, be elected as a member of the
Audit Committee until the next annual general meeting.

Resolved that Mr DTV Msibi, an independent non-executive director of the company, be elected as a member of the

Resolved that Mr RV Smither, an independent non-executive director of the company, be elected as a member of the
5.
CONTROL OF AUTHORISED BUT UNISSUED SHARES

Resolved that the unissued ordinary shares in the capital of the company remain under the control of the directors
who shall be authorised to issue these shares at such times and on such terms as they may determine, subject to
the Companies Act, the companys Memorandum of Incorporation and the Listings Requirements of the JSE Limited
(JSE).
174
6.
APPROVAL OF GROUP REMUNERATION POLICY

Resolved that the Group Remuneration Policy, as described in the remuneration report on pages 69 to 71 of the
integrated annual report of which this notice forms part, is hereby approved by way of a non-binding advisory vote,
as recommended in the King Code of Governance for South Africa 2009, commonly referred to as King III.
SPECIAL RESOLUTIONS
1.
FINANCIAL ASSISTANCE IN TERMS OF SECTIONS 44 AND 45

Special resolution number 1
Resolved as a special resolution that the board may, subject to sections 44 and 45 of the Companies Act, the
Memorandum of Incorporation of RCL Foods and the JSE Limited Listings Requirements, authorise RCL Foods to
provide direct or indirect financial assistance as contemplated by sections 44 and 45 of the Companies Act:

(i) by way of loan, guarantee, the provision of security or otherwise to any person for the purpose of, or in
connection with, the subscription for any option, or any securities, issued or to be issued by RCL Foods, or any
related or inter-related company, or for the purchase of any securities of RCL Foods, or any related or interrelated company; and/or
(ii) to a director or prescribed officer of RCL Foods or of a related or inter-related company, or to a related or interrelated company or corporation, or to a member of a related or inter-related corporation, or to a person related
to any such company, corporation, director, prescribed officer or member, provided that no such financial
assistance may be provided at any time in terms of this authority after the expiry of two years from the date of
the adoption of this special resolution.
Explanation
On a regular basis, and in the ordinary course of business, the company provides loan financing, guarantees and other
support to the related and inter-related companies/legal entities in the Group.
Sections 44 and 45 of the Companies Act empower the board of a company to provide direct or indirect financial
assistance to a related or inter-related company or corporation pursuant to a special resolution of the shareholders
of the company adopted within the previous two years.
The reason for and effect of special resolution number 1 is to grant the directors of the company the authority to
cause the company to provide financial assistance to any company or other legal entity which is related or interrelated to the company, subject to compliance with the relevant provisions of sections 44 and 45 of the Companies
Act.
2.
APPROVAL OF NON-EXECUTIVE DIRECTORS REMUNERATION

Special resolution number 2
Resolved as a special resolution that, unless otherwise determined by the company in a general meeting, the annual
fees payable by the company to its non-executive directors, with effect from 1 October 2014, be approved as follows:
Rands per annum
Board
Chairman
Members
Audit Committee
Chairman
Members
Remuneration and Nominations Committee
Chairman
Members
Risk Committee
Chairman
Members
Chairman
Members
Current
Proposed
232 320
232 320
250 000
250 000
184 800
92 400
203 000
102 000
79 860
47 916
120 000
75 000
87 120
52 272
120 000
75 000
79 860
47 916
86 000
52 000
Explanation
Section 66(9) of the Companies Act requires that a company may pay remuneration to its directors for their services
as directors only in accordance with a special resolution approved by the shareholders within the previous two years.
The reason for and effect of special resolution number 2 is to grant the company the authority to pay fees to its nonexecutive directors for their services as directors.
175
NOTICE TO SHAREHOLDERS continued
APPROVALS REQUIRED FOR RESOLUTIONS

Ordinary resolutions numbers 1 to 6 contained in this notice require the approval of more than 50% (fifty percent) of the
voting rights exercised on the resolution by members present or represented by proxy at the annual general meeting.
Special resolutions numbers 1 to 2 contained in this notice require the approval of more than 75% (seventy-five percent) of
the voting rights exercised on the resolutions by members present or represented by proxy at the annual general meeting.
ATTENDANCE AND VOTING BY MEMBERS OR PROXIES

Ordinary members who have not dematerialised their ordinary shares or who have dematerialised their ordinary shares
with own name registration, are entitled to attend and to vote at the meeting. Any such member may appoint a proxy/
proxies to attend, speak and vote in their stead (on a poll) at the meeting. A proxy need not be a member of the company.
Forms of proxy, together with a notarially certified copy of the power of attorney (if applicable) or other instrument (if
any), appointing the proxy and the authority under which it is signed (if any), must be deposited at the registered office of
the company or posted to the Company Secretary, PO Box 2734, Westway Office Park 3635, or lodged with the transfer
secretaries of the company, Computershare Investor Services Proprietary Limited at 70 Marshall Street, Johannesburg
2001, or posted to the transfer secretaries at PO Box 61051, Marshalltown 2107, so as to arrive no later than 8:30 on Tuesday,
11 November 2014.
Any shares held by a share trust or scheme will not have their votes at the annual general meeting taken into account
for the purposes of resolutions proposed in terms of the Listings Requirements. In terms of section 48(2)(b)(ii) of the
Companies Act, no voting rights may attach to any shares held in treasury.
Any forms of proxy not received by this time must be handed to the Chairman of the annual general meeting immediately
prior to the annual general meeting.
On a show of hands, every member of the company present in person or represented by proxy shall have one vote only. On
a poll, every member of the company shall have one vote for every share held in the company by such member.
Ordinary members who have dematerialised their ordinary shares other than with own name registration, should contact
their Central Securities Depository Participant (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 meeting, to obtain the necessary authority to do so.
Shareholders or their proxies may participate by electronic communication in all or part of the meeting and, if they wish
to do so:
must contact the company secretary (by email at the address: John.Maher@rclfoods.com) by no later than 16:00 on
Thursday, 6 November 2014 in order to facilitate participation.
The electronic communication is at the expense of the shareholder or proxy.
PROOF OF IDENTIFICATION REQUIRED

The Companies Act requires that any person who wishes to attend or participate in a shareholders meeting must present
reasonably satisfactory identification at the meeting. 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 meeting. A green bar-coded identification document issued by the South African
Department of Home Affairs, a drivers licence or a valid passport will be accepted as sufficient identification.
JMJ Maher
Company Secretary
27 August 2014
Registered office
Six The Boulevard
Westway Office Park
Westville
3629
176
FORM OF PROXY
RCL FOODS LIMITED

Incorporated in the Republic of South Africa
Registration number 1966/004972/06
Share code: RCL
ISIN: ZAE000179438
(the company)
This form of proxy is only for use by:
1.
Registered members who have not yet dematerialised their ordinary shares
2. Registered members who have already dematerialised their ordinary shares and registered them in their own name*
*See explanatory note 3 overleaf.
I/We
(name in block letters)
of (address)
being a member/members of RCL Foods Limited (registration number 1966/004972/06)
and the registered holder/s of
ordinary shares in the company, hereby appoint (see instruction 1 overleaf)
1.
or failing him/her
2.
or failing him/her
3. the Chairman of the annual general meeting,

as my/our proxy to attend, speak and vote for me/us and on my/our behalf or to abstain from voting at the annual general
meeting of the company to be held at Six The Boulevard, Westway Office Park, Westville, KwaZulu-Natal on Thursday,
13 November 2014 at 08:30 and at any adjournment thereof as follows:
In favour
Against
Abstain
Ordinary resolutions
1.
Adoption of annual financial statements
2.
Re-election of directors
2.1
Mr M Dally
2.2
Mr RH Field
2.3
Mr P Mageza
2.4
Mr RV Smither
3.
Re-appointment of external auditors
4.
Election of members of the Audit Committee
4.1
Mr NP Mageza
4.2
Mr DTV Msibi
4.3
Mr RV Smither
5.
Control of authorised but unissued shares
6.
Approval of Group Remuneration Policy
Special resolutions
1.
Financial assistance in terms of sections 44 and 45
2.
Approval of non-executive directors remuneration
(Indicate instructions to proxy by way of a cross in the space provided). Unless otherwise instructed, my/our proxy may
vote as he/she thinks fit.
Signed this
Signature
(Please read the notes and instructions overleaf).
day of
2014.
NOTES TO THE FORM OF PROXY
1. A member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to
attend, speak and vote in his/her stead. A proxy need not be a registered member of the company. Satisfactory
identification must be presented by any person wishing to attend the annual general meeting, as set out in the
notice.
2. Every member present in person or by proxy and entitled to vote at the annual general meeting of the company
shall, on a show of hands, have one vote only, irrespective of the number of shares such member holds. In the
event of a poll, each member shall be entitled to one vote in respect of each ordinary share held in the company
by him/her.
3. Members registered in their own name are members who elected not to participate in the Issuer-Sponsored
Nominee Programme and who appointed Computershare Custodial Services as their Central Securities Depository
Participant (CSDP) with the express instruction that their uncertified shares are to be registered in the electronic
sub-register of members in their own names.
Instructions on signing and lodging the form of proxy:

1. A member may insert the name of a proxy or the names of two alternative proxies of the members choice in
the space/s provided overleaf, with or without deleting the Chairman of the annual general meeting, but any
such deletion must be initialled by the member. Should this space be left blank, the proxy will be exercised by
the Chairman of the annual general meeting. The person whose name appears first on the form of proxy and who
is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names
follow.
2. A members voting instructions to the proxy must be indicated by the insertion of an X, or the number of votes
exercisable by the member, in the appropriate spaces provided overleaf. Failure to do so shall be deemed to
authorise the proxy to vote or to abstain from voting at the annual general meeting, as he/she thinks fit in respect
of all the members exercisable votes. A member or his/her proxy is not obliged to use all the votes exercisable
by him/her or by his/her proxy, but the total number of votes cast, or those in respect of which abstention is
recorded, may not exceed the total number of votes exercisable by the member or by his/her proxy.
3. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal
capacity are produced or have been registered by the transfer secretaries.
4. To be valid, the completed forms of proxy must be deposited at the registered office of the company or posted
to the Company Secretary, PO Box 2734, Westway Office Park 3635, or lodged with the transfer secretaries of
the company, Computershare Investor Services Proprietary Limited at 70 Marshall Street, Johannesburg 2001,
or posted to the transfer secretaries at PO Box 61051, Marshalltown 2107, so as to arrive no later than 8:30 on
Tuesday, 11 November 2014.
5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative
capacity must be attached to this form of proxy unless previously recorded by the transfer secretaries or waived
by the Chairman of the annual general meeting.
6. The completion and lodging of this form of proxy shall not preclude the relevant member from attending the
annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in
terms hereof, should such member wish to do so.
7. The completion of any blank spaces overleaf need not be initialled. Any alterations or corrections to this form of
proxy must be initialled by the signatory/ies.
8. The provisions of the Companies Act in relation to the revocation of the appointment of a proxy apply. A member
may accordingly revoke a proxy appointment by cancelling it in writing, or making a later inconsistent appointment
of a proxy, and delivering a copy of such revocation to the proxy and the company.
9. The Chairman of the annual general meeting may reject or accept any form of proxy which is completed other
than in accordance with these instructions provided that he is satisfied as to the manner in which a member
wishes to vote.
SHAREHOLDERS DIARY
Financial year-end
June
Annual general meeting
November
FINANCIAL REPORTS
Announcement of results for the year
August
Annual financial statements posted
September
Interim report for the half year to December
February
FUTURE ORDINARY DIVIDENDS

Interim dividend
Declaration
February
Payment
April
Final dividend
Declaration
August
Payment
October
CORPORATE INFORMATION
Company registration number
1966/004972/06
JSE share code RCL

ISIN code ZAE000179438
Registered office/street address
Six The Boulevard
Westway Office Park

Westville 3629
Postal address
PO Box 2734
Westway Office Park

Westville 3635
Transfer secretaries
Computershare Investor Services Proprietary Limited
70 Marshall Street
Johannesburg 2001
PO Box 61051
Marshalltown 2107
Company secretary
JMJ Maher
Auditors PricewaterhouseCoopers Incorporated

Listing
JSE Securities Exchange South Africa
Sector Food Producers

Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Bankers ABSA Bank Limited

Website www.rclfoods.com
C
RCL Foods Limited

www.rclfoods.com
180

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RCL Foods Limited

Integrated Annual Report

Operating company overview

Key performance indicators

Definitions, ratios and statistics

Share and shareholder information

Chief Executive Officers review

Chief Financial Officers review

Corporate governance report

Sustainability into strategy

inside back cover

inside back cover

RCL Foods ambition is to

OUR SOUTH AFRICAN OPERATIONS

RCL Foods Integrated Annual Report 2014

Vectors underlying results were pleasing with

Rainbows results have improved but remain

Acquisition of 49% of Botswanabased

TSBs six months results have been

Cash generated by operations increased by

Key financial issues

RCL Foods Integrated Annual Report 2014

(Loss)/profit before tax

(Loss)/profit for the year from

CONSOLIDATED INCOME STATEMENTS

(Loss)/profit for the year

RCL Foods Integrated Annual Report 2014

Value Creation Focus

Creation of RCL Foods

One Company Philosophy

Implement destination organisation

Execute category growth strategy (including acquisitions)

Distribution and synergies across Group

RCL Foods Integrated Annual Report 2014

What differentiates us?

Leading market position in

Own the route to market

Best known brands that

World-class technology and

Management team has

Remgro is a highly regarded

Delivered steady, throughthe-cycle revenue growth

Adds value by providing

RCL Foods is currently

An investment partner of choice

General operating environment

General economic environment in South Africa

Sustainable improvement in consumer spending

Poultry industry remains in crisis: the recently announced

RCL Foods Integrated Annual Report 2014

OPERATING COMPANY OVERVIEW

* Two months only

RCL Foods Integrated Annual Report 2014

Foodcorp positions products to appeal to the mass

The Grocery Division consists of

The Pie Division produces

The Beverage Division

The Milling Division operates

The Baking Division is the

The Speciality Division produces

New product launches in 2014

RCL Foods Integrated Annual Report 2014

OPERATING COMPANY OVERVIEW continued

Vectors underlying results were pleasing with

Rainbows results have improved but remain

Acquisition of 49% of Botswanabased

TSBs six months results have been

Cash generated by operations increased by

Leading market position in

Own the route to market

Best known brands that

World-class technology and

Management team has

Remgro is a highly regarded

Delivered steady, throughthe-cycle revenue growth

Adds value by providing

RCL Foods is currently

An investment partner of choice

General economic environment in South Africa

Sustainable improvement in consumer spending

Poultry industry remains in crisis: the recently announced

Products are sold in bulk bags (kg)

Vector is contracted by the customer to deliver

Vector is contracted by the principal to deliver

New customers in 2014 Burger King national

New principals added during 2014 include Sea Harvest

Restated for IAS 19R (Employee benefits).