RCL Foods Limited (JSE:RCL) News - Report on proceedings at the Annual General Meeting

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 55th Annual General Meeting (“AGM”) of the shareholders of RCL FOODS held today, 16 November 2021,
all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority
of votes. In this regard, RCL FOODS confirms the voting statistics from the AGM as follows:

                                   Votes cast disclosed as                                      Shares
                                   a percentage in relation                   Shares voted      abstained
                                   to the total number of                     disclosed as a    disclosed as a
                                   shares voted at the                        percentage in     percentage in
                                   meeting                                    relation to the   relation to the
                                                                              total issued      total issued
                                   For            Against      Number of      shares*           shares*
Resolutions                        (%)            (%)          shares voted   (%)               (%)

Ordinary Resolutions
1.  Adoption of annual financial
    statements                     100,0000       0,00000      928,936,477    97,55868          0,02266
2.  Election and Re-election of directors
2.1 Mr JJ Durand                   95,04496       4,95504      926,408,297    97,29317          0,28817
2.2 Mr PJ Neethling                95,04411       4,95589      926,044,261    97,25494          0,28817
2.3 Mr PR Louw                     95,00877       4,99123      926,408,297    97,29317          0,28817
2.4 Dr PM Moumakwa                 99,99989       0,00011      926,408,297    97,29317          0,28817
2.5 Mr DTV Msibi                   99,96060       0,03940      926,408,297    97,29317          0,28817
2.6 Mr GC Zondi                    95,16440       4,83560      926,408,297    97,29317          0,28817
3.  Re-appointment of external
    auditors                       95,93115       4,06885      929,108,528    97,57675          0,00459
4.  Election of members of the Audit Committee
4.1 Mrs CJ Hess                    100,00000      0,00000      926,408,297    97,29317          0,28817
4.2 Mr NP Mageza                   94,68171       5,31829      926,408,297    97,29317          0,28817
4.3 Mr DTV Msibi                   99,62760       0,37240      926,408,297    97,29317          0,28817
4.4 Mr GM Steyn                    99,66690       0,33310      926,408,297    97,29317          0,28817
5.  General authority to place
    10% of the unissued ordinary
    shares under the control of
    the directors                  85,14234       14,85766     929,114,528    97,57738          0,00396
6.  Enabling resolution            99,99925       0,00075      929,114,528    97,57738          0,00396
7.  Non-binding advisory vote in
    respect of the Remuneration
    Policy                         85,31527       14,68473     929,114,528    97,57738          0,00396
8.  Non-binding advisory vote in
    respect of the Remuneration
    Implementation Report          95,18126       4,81874      929,114,528    97,57738          0,00396
9.  Non-binding advisory vote in
    respect of the appointment of
    the future audit firm          99,99909       0,00091      929,114,528    97,57738          0,00396

Special Resolutions
1.  Financial assistance in terms
    of sections 44 and 45 of the
    Companies Act, 2008            90,01117       9,98883      929,114,528    97,57738          0,00396
2.  Approval of non-executive
    directors’ remuneration        99,99750       0,00250      929,114,528    97,57738          0,00396
3.  General authority to
    repurchase shares              94,89314       5,10686      929,114,528    97,57738          0,00396

Total issued share capital is 952,182,260 shares.

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

DURBAN
16 November 2021

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited

Date: 16-11-2021 05:35:00
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