Results of the annual general meeting RHODES FOOD GROUP HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number: 2012/074392/06) Share code: RFG ISIN: ZAE000191979 (“RFG” or "the Company”) RESULTS OF THE ANNUAL GENERAL MEETING Shareholders are advised that, at the annual general meeting of the Company held today, 9 February 2017, all the resolutions as set out in the notice of the annual general meeting were approved by the requisite majority of votes. In this regard, RFG confirms the voting statistics from the AGM as follows: Shares voted in relation to the total issued share capital: Number of shares voted Total issued share capital Percentage shares voted 197 956 447 246 000 000 (Ordinary) 77.63% 9 000 000 (A Preference) Votes carried disclosed as a Shares Shares percentage in relation to the abstained abstained total number of shares voted disclosed disclosed at the meeting as a as a percentage percentage For Against in relation in relation Resolutions to the total to the total shares issued voted at share the capital meeting Ordinary resolution number 1: Re-election of 99.92% 0.01% 0.07% 0.06% Andrew Makenete as a director Ordinary resolution number 2: Re-election of Garth 99.84% 0.09% 0.07% 0.06% Willis as a director Ordinary resolution number 3: Re-election of Chad 99.84% 0.09% 0.07% 0.06% Smart as a director Ordinary resolution number 4: Appointment of 94.43% 5.16% 0.41% 0.32% Mark Bower to the Audit and Risk Committee Ordinary resolution number 5: Appointment of 94.42% 5.16% 0.42% 0.32% Thabo Leeuw to the Audit and Risk Committee Ordinary resolution number 6: Appointment of 99.923% 0.004% 0.073% 0.06% Andrew Makenete to the Audit and Risk Committee Ordinary resolution number 7: Re-appointment of 90.432% 9.493% 0.075% 0.06% the independent registered auditor Ordinary resolution number 8: Endorsement of the 88.68% 11.25% 0.08% 0.06% remuneration policy Ordinary resolution number 9: Control of 74.74% 25.19% 0.07% 0.06% authorised but unissued ordinary shares Ordinary resolution number 10: Authority to issue 82.975% 16.952% 0.073% 0.06% ordinary shares Ordinary resolution number 11: Signature of 99.91% 0.01% 0.08% 0.06% documents Special resolution number 1: Approval of the non- 99.91% 0.01% 0.08% 0.06% executive directors’ remuneration Special resolution number 2: General authority to 99.92% 0.00% 0.08% 0.06% repurchase own shares Special resolution number 3: Loans or other 99.91% 0.02% 0.08% 0.06% financial assistance to related companies The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Cape Town 9 February 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 09/02/2017 12:20:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.