CAL-MAINE FOODS INC

and Exchange Commission’s Regulation

S-K, the report of management on our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial

reporting.

“Internal control over financial reporting”

is a process designed

by, or under the supervision of, our

Chief Executive

Officer and Chief

Financial Officer,

together with other financial

officers, and effected

by our Board of

Directors,

personnel, to

provide reasonable

regarding the

reliability of

and the preparation of financial statements for external purposes in accordance

with generally accepted accounting

principles and includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions

and dispositions of our assets;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

in

with

principles,

and

that

our

receipts

and

expenditures are being made only in accordance with authorizations

of our management and directors; and

●

Provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or

disposition of our assets that could have a material effect on the financial

Our

management,

in

with

Rule

13a-15(c)

Act

and

participation

of

our

Chief

Executive

Officer

and

Chief

Officer,

together

with

other

officers,

the

of

our

control

over

as

of

June

1,

2024. The

framework

on

which

of

our

control

over

is

based

is

the

“Internal

Control

–

Framework”

published

in

by

the

of

Organizations

(“COSO”)

of

the

Treadway Commission.

Management has

determined that

our internal

1, 2024

is effective.

It is

noted

that

control

over

cannot

provide

absolute

of

achieving

reporting objectives, but rather reasonable assurance of achieving

such objectives.

The attestation report of FROST,

PLLC on our internal control over financial reporting,

which includes that firm’s

opinion on the effectiveness of our internal control over financial

reporting, is set forth below.

(b)

Attestation Report of the Registrant’s

Public Accounting Firm

on Internal Control Over Financial Reporting

Board of Directors and Stockholders

Ridgeland, Mississippi

Opinion on Internal Control Over Financial Reporting

We

have audited

Inc. and

Subsidiaries’ internal

based

on

in

Control

–

Framework

issued

by

the

of

Organizations of the

Treadway Commission

(“COSO”).

In our opinion, Cal-Maine

Foods, Inc. and Subsidiaries

maintained, in

all material

respects,

control

over

as June

based

on

in 2013

Internal Control – Integrated Framework issued by the COSO.

We

audited, in

the standards

of the

Public Company

Accounting Oversight

Board (United

States) (“PCAOB”), the consolidated

balance sheets and the

related consolidated statements of

income, comprehensive income,

stockholders’ equity,

and cash flows of Cal-Maine Foods,

Inc. and Subsidiaries and our

report dated July 23, 2024 expressed

an

unqualified opinion.

Basis for Opinion

Foods,

Inc.

and

Subsidiaries’

is

responsible

for

maintaining

control

over

and

for

their

of

the

of

control

over

in

the

accompanying Management’s

Report on Internal Control Over

Financial Reporting in Item 9A.

Our responsibility is to express

an opinion on the entities’

internal control over financial reporting based

on our audit.

We are a public accounting firm registered

with the PCAOB and

are required to be

independent with respect to

and Subsidiaries in accordance

with

the

U.S.

federal

the

rules

and

of the

Commission

and

the

PCAOB.

We

conducted

our

audit in

with

the

of

the

PCOAB. Those

require

that

we

plan

and

perform the audit to obtain reasonable assurance about whether effective internal control over

financial reporting was maintained

in

all material

respects.

Our audit

of internal

obtaining

an understanding

of internal

control

over

assessing the

risk

that

a

weakness

exists,

and

testing

and

the design

and

operating effectiveness

of internal control based

on the assessed risk.

Our audit also included

performing such other procedures

as we considered necessary in the circumstances. We

believe our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

An entities’ internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of

consolidated financial statements for external purposes in accordance with

accounting principles

generally accepted

in the

of America.

An entities’

internal control

over financial

includes those

policies and

procedures that

(1) pertain

to the

maintenance

of records

that, in

reasonable detail,

accurately and

fairly reflect the

transactions and dispositions of

the assets of the

entities; (2) provide reasonable

assurance that transactions

are

as

necessary

to

permit

preparation

of

in

with

in the

of America,

and

that receipts

and

expenditures

of the

entities are

being

made only

in

with

authorizations

of

and

directors

of

the

entities;

and

(3)

provide

prevention or

timely detection

of unauthorized

acquisition, use,

or disposition

of the

entities’ assets

have a

effect on the consolidated financial statements.

Because of

its inherent

limitations, internal

may not

prevent or

detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate

because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

/s/

Frost, PLLC

Little Rock, Arkansas

(c)

Changes in Internal Control Over Financial Reporting

In

with

its

of

the

effectiveness,

as

of

June

1,

2024,

of

our

control

over

management determined that there was no change

in our internal control over financial reporting that

occurred during the fourth

quarter

ended June

that has

affected,

or is

likely to

affect,

our

financial reporting.