CAL-MAINE FOODS INC

Disclosure Controls and Procedures

Our disclosure controls and

procedures are designed to

provide reasonable assurance that

information required to be

disclosed by

us in

the reports

we file

or submit

Securities Exchange

Act of

1934, as

amended (the

“Exchange Act”)

is recorded,

processed, summarized and reported,

within the time periods

specified in the Securities

and Exchange Commission’s

forms. Disclosure

and

include,

without

limitation,

and

designed

to

ensure

that

to be

disclosed

by

us

in

the

reports

that

we

file

or

submit

under

the

Exchange Act

is

accumulated and

communicated to management, including our principal executive

and principal financial officers, or persons

performing similar

functions, as

appropriate to

allow timely

decisions regarding

required disclosure.

Based on

an evaluation

of our

disclosure controls

and procedures conducted

by our Chief

Executive Officer and

Chief Financial Officer, together

with other financial

officers, such

officers concluded

that our

disclosure controls

and procedures

were effective

as of

May 31,

2025 at

the reasonable

level.

Internal Control Over Financial Reporting

(a)

Management’s Report on Internal Control Over Financial Reporting

The following sets

forth, in accordance

with Section 404(a)

of the Sarbanes-Oxley

Act of 2002

and Item 308

of the Securities

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 the Board, management

and

other

personnel,

to

provide

the

reliability

of

and

the

preparation

of

for

external

purposes

in

with

accepted

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

accepted

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 statements.

Our management,

in accordance

with Rule

13a-15(c) under

the Exchange

Act

and with

the participation

of our

Chief

Executive

Officer

and

Chief

Officer,

together

with

other

officers,

evaluated

the

of

our

control

over

as

of

May

31,

2025. 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 control over financial reporting as of May

31, 2025 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 Cal-Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting as of

May 31, 2025,

based

on

criteria

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, effective internal control over financial reporting as of May 31, 2025, based on criteria established in

Internal Control – Integrated Framework

issued by the COSO.

We

also have

audited, in

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 22, 2025 expressed an

unqualified opinion.

Basis for Opinion

Foods,

Inc.

and

Subsidiaries’

is

responsible

for

maintaining

control

over

and

for

their

assessment

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 Cal-Maine Foods, Inc. and

Subsidiaries in accordance with

federal securities

regulations of

Commission and

the

PCAOB.

We

conducted our

audit in

of

the PCOAB.

Those standards

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

included obtaining

an understanding

of internal

financial reporting,

assessing the

risk that

a material

weakness exists,

and testing

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

United States of

America. An

entities’ internal control

over financial reporting

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

principles

generally accepted

in the

United States

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

that could

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

connection

with

its

of

the

effectiveness,

as

of

May

31,

2025,

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

May 31,

2025, that

has materially

affected, or

is reasonably

likely to

materially affect,

our internal

financial reporting.