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Report on proceedings at the Annual General Meeting

Published: 2022-11-09 17:30:20 ET
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RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share Code: RCL
(“RCL FOODS” or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the 56th Annual General Meeting (“AGM”) of the shareholders of RCL FOODS held today, 9 November 2022,
all the ordinary and special resolutions proposed at the meeting were approved by the requisite number of
votes. In this regard, RCL FOODS confirms the voting statistics from the AGM as follows:

Resolutions                        Votes cast disclosed as       Number of      Shares voted            Shares
                                   a percentage in relation   shares voted    disclosed as a         abstained
                                   to the total number of                      percentage in    disclosed as a
                                   shares voted at the                       relation to the     percentage in
                                   meeting                                      total issued   relation to the
                                                                                     shares*      total issued
                                            For     Against                              (%)           shares*
                                            (%)         (%)                                                (%)
Ordinary Resolutions
1. Adoption of annual financial      99,99998      0,00001    874,289,020          91,64829           0,02282
    statements
2. Election and Re-election of directors
2.1 Mr HJ Carse                      99,81550      0,18449    872,324,640          91,44273           0,22874
2.2 Mr RH Field                      99,99168      0,00831    874,458,071          91,66601           0,00510
2.3 Mr NP Mageza                     93,83266      6,16733    872,324,640          91,44237           0,22874
2.4 Mr GCJ Tielenius Kruythoff       99,81550      0,18449    872,324,640          91,44237           0,22874
2.5 Mr PD Cruickshank                99,99168      0,00831    874,458,071          91,66601           0,00510
3. Re-appointment of external        99,58208      0,41791    874,458,071          91,66601           0,00510
    auditors
4. Election of members of the Audit Committee
4.1 Mr NP Mageza                     93,41342      6,58657    872,327,640          91,44268           0,22842
4.2 Mr DTV Msibi                     99,53899      0,46100    872,327,640          91,44268           0,22842
4.3 Mr GM Steyn                      99,58072      0,41927    872,327,640          91,44268           0,22842
5.  General authority to place          93,81379    6,18620    874,458,071     91,66601            0,00510
    10% of the unissued ordinary
    shares under the control of
    the directors
6. Enabling resolution                  99,99998    0,00001    874,094,035     91,62785            0,04326
7. Non-binding advisory vote in         94,39279    5,60720    874,480,231     91,66833            0,00278
    respect of the Remuneration
    Policy
8. Non-binding advisory vote in         93,59325    6,40674    874,458,071     91,66601            0,00510
    respect of the Remuneration
    Implementation Report
Special Resolutions
1. Financial assistance in terms        89,66518    10,33481   874,458,071     91,66601
    of sections 44 of the                                                                          0,00510
    Companies Act
2.  Financial assistance in terms       89,66518    10,33481   874,458,071     91,66601            0,00510
    of sections 45 of the
    Companies Act
3.  Approval of non-executive           99,99970    0,00029    874,457,921     91,66599            0,00511
    directors’ remuneration
4.  General authority to                99,58203    0,41796    874,461,071     91,66632            0,00478
    repurchase shares

Total issued share capital is 953,961,065 shares.

The special resolutions will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.

DURBAN
9 November 2022

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited