ASTRAL FOODS LIMITED
(Reg. No. 1978/003194/06)
(Incorporated in the Republic of South Africa)
Share Code: ARL
ISIN Code: ZAE000029757
(“Astral Foods” or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD
Results of annual general meeting
The annual general meeting of Astral Foods (“AGM”) was held on Thursday, 2 February 2023. The detailed results of the voting
are as follows:
Resolutions Number of Percentage For** Against** Abstained
shares voted of shares in % % ***
issue* %
%
1. Ordinary resolution number 1:
Consideration and adoption of Annual
Financial Statements 30 555 812 78.68 99.98 0.02 1.53
2. Ordinary resolution number 2:
Re-election of directors
2.1. Dr T Eloff 31 128 017 80.16 82.51 17.49 0.05
2.2. Mrs AD Cupido 31 131 748 80.17 99.98 0.02 0.04
3. Ordinary resolution number 3:
Re-appointment of members of the
Audit and Risk Management
Committee
3.1. Mr DJ Fouché 31 131 748 80.17 93.92 6.08 0.04
3.2. Mr S Mayet 31 131 748 80.17 98.05 1.95 0.04
3.3. Mrs TM Shabangu 31 131 748 80.17 95.34 4.66 0.04
4. Ordinary resolution number 4:
Re-appointment of members of the
Social and Ethics Committee
4.1. Mrs TM Shabangu 31 131 748 80.17 96.53 3.47 0.04
4.2. Dr T Eloff (subject to the 31 131 748 80.17 86.87 13.13 0.04
passing of ordinary resolution
2.1)
4.3. Mr GD Arnold 31 131 748 80.17 97.31 2.69 0.04
4.4. Mr LW Hansen (consultant) 31 131 748 80.17 95.41 4.59 0.04
5. Ordinary resolution number 5:
Appointment of the independent
auditor for 2023 31 131 748 80.17 93.17 6.83 0.04
6. Ordinary resolution number 6:
Appointment of the independent
auditor for 2024 31 131 748 80.17 95.19 4.81 0.04
7. Ordinary resolution number 7:
Authority for determination of
auditor’s remuneration 31 125 748 80.15 96.84 3.16 0.06
8. Ordinary resolution number 8:
Approval of the Remuneration Policy 31 125 748 80.15 71.90 28.10 0.06
9. Ordinary resolution number 9:
Approval of the implementation of
the Remuneration Policy 31 125 748 80.15 48.10 51.90 0.06
10. Ordinary resolution number 10:
Signature of documentation 31 125 748 80.15 99.98 0.02 0.06
11. Special resolution number 1:
Fees payable to non-executive
directors 31 125 748 80.15 75.44 24.56 0.06
12. Special resolution number 2:
Authority to provide financial
assistance to related and inter-related
companies 31 132 704 80.17 99.34 0.66 0.04
13. Special resolution number 3:
General authority to repurchase
shares in the Company 31 126 525 80.15 99.98 0.02 0.06
* Based on 42 922 235 shares in issue as at the date of the AGM.
** In relation to the total number of shares voted at the AGM.
*** In relation to the total number of shares in issue as at the date of the AGM.
Based on the above voting results, all resolutions were passed by the requisite majority of Astral Foods’ shareholders present in
person or represented by proxy at the AGM.
Shareholders are further advised that due to ordinary resolutions number 8 and 9 relating to the non-binding advisory votes on
the approval of the Remuneration Policy and the implementation of the Remuneration Policy being voted against by 25% or
more of Astral Foods shareholders represented at the AGM (“dissenting shareholders”), the board of directors of the Company
(the “Board”) hereby issues an invitation to dissenting shareholders to attend an engagement with the Company at the Astral
Foods office, 92 Koranna Avenue , Doringkloof, Centurion at 09:00 on Thursday, 23 February 2023.
Furthermore, dissenting shareholders are invited to submit written questions/comments to the Company Secretary via e-mail
at: leonie.marupen@astralfoods.com on or before 09:00 on Wednesday, 22 February 2023.
Changes to the Board
Further to the SENS announcement released on 15 November 2021, Astral Foods confirms that Mr. Daan Ferreira, the current
Chief Financial Officer, has retired as an executive director of the Company with effect from 2 February 2023, following the
conclusion of the AGM. In addition, Mr. Dries Ferreira has been appointed as Chief Financial Officer and executive director of
Astral Foods with effect from 2 February 2023.
The Board would like to thank Daan for his exceptional contribution to the Company over the past 21 years. Daan served the
company with distinction and wisdom and was fundamental in Astral Foods building its solid foundation. Daan leaves his role as
a respected CFO in the industry. The Board wishes him only the best in his future endeavours.
Pretoria
2 February 2023
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited