Report on proceedings at the annual general meeting

Rhodes Food Group Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 20012/074392/06
Share code: RFG
ISIN: ZAE000191979
(“Rhodes” or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the annual general meeting (“Annual General Meeting” or “the meeting”) of the shareholders of Rhodes held today, Thursday, 20
February 2020, the resolutions proposed at the meeting were unaltered from that reflected in the Notice of Annual General Meeting and
were approved by the requisite majority of votes.

In this regard, Rhodes confirms the voting statistics from the Annual General Meeting as follows:

Total number of shares in issue                                                                                            262,762,018
Treasury shares (excluded from voting)                                                                                       1,125,000
Total number of shares (“voteable shares”)                                                                                 261,637,018
Total number of shares represented (including proxies) at the Annual General Meeting                                       236,896,935
Proportion of total voteable shares represented at the Annual General Meeting                                                   90,54%


                     Resolutions                            Votes cast disclosed as a    Number of       Shares voted     Shares
                                                            percentage of the total      shares voted    disclosed as a   abstained
                                                            number of shares voted                       percentage of    disclosed as a
                                                            at the meeting                               the total        percentage of
                                                                                                         voteable         the total
                                                            For       Against                            shares           voteable shares
                                                          
Ordinary resolution 1: Re-election of director - Mr G       99,98%    0,02%              236,773,030     90,11%           0,05%
Willis

Ordinary resolution 2: Re-election of director - Mr C       100,00%   0,00%              236 772 870     90,11%           0,05%
Smart

Ordinary resolution 3: Re-election of director - Mr A       99,99%    0,01%              236 774 530     90,11%           0,05%
Makenete

Ordinary resolution 4: Appointment of Mr M Bower to         100,00%   0,00%              236 773 030     90,11%           0,05%
the audit, risk and information technology committee

Ordinary resolution 5: Appointment of Mr T Leeuw to         100,00%   0,00%              236 773 030     90,11%           0,05%
the audit, risk and information technology committee

Ordinary resolution 6: Appointment of Mr A Makenete         99,51%    0,49%              236 774 530     90,11%           0,05%
to the audit, risk and information technology committee

Ordinary resolution 7: Reappointment of the                 81,57%    18,43%             236 772 870     90,11%           0,05%
independent registered auditor

Ordinary resolution 8: Control of authorised but            78,22%    21,78%             236 774 170     90,11%           0,05%
unissued ordinary shares

Ordinary resolution 9: Authority to issue ordinary shares   82,10%    17,90%             236 774 330     90,11%           0,05%
for cash

Ordinary resolution 10: Signature of documents              99,99%    0,01%              236 774 170     90,11%           0,05%

Non-binding advisory resolution 1: Approval of the          94,34%    5,66%              236 774 170     90,11%           0,05%
remuneration policy

Non-binding advisory resolution 2: Approval of the          95,09%    4,91%              236 769 370     90,11%           0,05%
implementation report

Special resolution 1: Approval of the non-executive         99,99%    0,01%              236 772 670     90,11%           0,05%
directors’ fees

Special resolution 2: General authority to repurchase       100,00%   0,00%              236 769 170     90,11%           0,05%
shares

Special resolution 3: Loans or other financial assistance   96,28%    3,72%              236 768 842     90,11%           0,05%
to related companies

Special resolution 4: Change of the company’s name          99,99%    0,01%              236 763 870     90,11%           0,05%

Special resolution 5: Adoption of a revised MOI             99,99%    0,01%              236 769 370     90,11%           0,05%

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

Groot Drakenstein
20 February 2020

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Prepared by: The Meeting Specialist (Pty) Ltd

Date: 20-02-2020 12:40:00

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