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Results of Annual General Meeting - Thursday 8 February 2018
ASTRAL FOODS LIMITED
“Astral Foods” or “the company”
(Reg. No. 1978/003194/06)
(Incorporated in the Republic of South Africa)
Share Code: ARL
ISIN Code: ZAE000029757
RESULTS OF ANNUAL GENERAL MEETING – THURSDAY 8 FEBRUARY 2018
The annual general meeting of Astral Foods (“AGM”) was held today, Thursday,
8 February 2018. The detailed results of the voting are as follows:
Resolution Number of Percentage For** Against** Abstained
shares of shares % % ***
voted in issue* %
%
ORDINARY BUSINESS
1. Ordinary resolution 27 214 186 63.51 100.00 0.00 0.26
number 1: To adopt the
annual financial
statements for the
year ended 30
September 2017
2.1 Ordinary resolution 27 318 908 63.75 95.96 4.04 0.02
number 2.1: To re-
elect Mrs TM Shabangu
as director
2.2 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02
number 2.2: To re-
elect Mrs TP Maumela
as director
3.1 Ordinary resolution 27 318 908 63.75 98.77 1.23 0.02
number 3.1: To re-
elect Mr DJ Fouché as
member of the Audit
and Risk Management
Committee
3.2 Ordinary resolution 18 157 286 42.37 87.02 12.98 21.40
number 3.2: To re-
elect Dr MT Lategan as
member of the Audit
and Risk Management
Committee
3.3 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02
number 3.3: To re-
elect Mrs TM Shabangu
as member of the Audit
and Risk Management
Committee
4.1 Ordinary resolution 27 318 908 63.75 98.09 1.91 0.02
number 4.1: To re-
elect Mr GD Arnold as
member of the Social
and Ethics Committee
4.2 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02
number 4.2: To re-
elect Dr T Eloff as
member of the Social
and Ethics Committee
4.3 Ordinary resolution 27 318 908 63.75 98.09 1.91 0.02
number 4.3: To re-
elect Mr LW Hansen as
member of the Social
and Ethics Committee
4.4 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02
number 4.4: To re-
elect Mrs TP Maumela
as member of the
Social and Ethics
Committee
5. Ordinary resolution 27 318 908 63.75 78.33 21.67 0.02
number 5: To re-
appoint
PricewaterhouseCoopers
Inc. as auditors for
the 2018 financial
year
6. Ordinary resolution 27 318 908 63.75 99.96 0.04 0.02
number 6: To confirm
the authority of the
Audit and Risk
Management Committee
to determine the
remuneration of the
auditors
7. Ordinary resolution 27 237 442 63.56 51.98 48.02 0.21
number 7: To endorse
the company’s
Remuneration Policy
8. Ordinary resolution 27 237 392 63.56 48.49 51.51 0.21
number 8: To endorse
the company’s
Remuneration
Implementation Report
9. Ordinary resolution 27 318 538 63.75 100.00 0.00 0.02
number 9: To authorise
any director or the
Company Secretary to
sign documentation
necessary to implement
the ordinary and
special resolutions
passed at the annual
general meeting
10. Ordinary resolution 27 318 538 63.75 93.76 6.24 0.02
number 10: To adopt
the new Forfeitable
Share Plan
SPECIAL BUSINESS
11. Special resolution 26 996 373 63.00 72.62 27.38 0.77
number 1: To approve
the remuneration
payable to the non-
executive chairman
12. Special resolution 27 312 538 63.74 99.95 0.05 0.03
number 2: To approve
the remuneration
payable to non-
executive directors
13. Special resolution 27 318 538 63.75 99.24 0.76 0.02
number 3: To
compensate the newly
appointed lead
independent non-
executive director for
services rendered
14. Special resolution 27 318 538 63.75 99.00 1.00 0.02
number 4: To reimburse
Value Added Tax levied
against certain
directors
15. Special resolution 27 316 917 63.75 99.28 0.72 0.02
number 5: To authorise
the directors to
approve actions
related to
transactions amounting
to financial
assistance to related
parties and inter-
related companies
16. Special resolution 27 318 908 63.75 99.22 0.78 0.02
number 6: To allow
financial assistance
for employee
participation in the
forfeitable share plan
(section 44 of the
Companies Act)
17. Special resolution 27 318 908 63.75 99.21 0.79 0.02
number 7: To allow
financial assistance
for executive
directors and
prescribed officers to
participate in the
forfeitable share plan
(Section 45)
* Based on 42 852 385 shares in issue as at 2 February 2018.
** 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.
Shareholders are further advised that due to ordinary resolutions number 7
and 8 relating to the non-binding endorsement of the remuneration policy and
the remuneration implementation report being voted against by more than 25%
of Astral Foods shareholders present in person or represented by proxy at the
AGM, Astral Foods now invites such dissenting shareholders to engage with the
company as follows:
1. a telephone conference has been arranged for Thursday 22 February 2018
from 09:00 to 11:00;
2. all dissenting shareholders to confirm their participation to the
company secretary by e-mail at maryna.eloff@astralfoods.com by no later
than close of business on Tuesday 20 February 2018. Dial-in details for
the telephone conference will then be provided; and
3. dissenting shareholders are further invited to forward their
concerns/questions on the remuneration policy and the remuneration
implementation report to the company secretary in writing by close of
business on Friday 16 February 2018.
Pretoria
8 February 2018
Sponsor
Nedbank Corporate and Investment Banking
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