ASTRAL FOODS LIMITED - Results of AGM

Results of AGM

ASTRAL FOODS LIMITED
“Astral Foods”
(Reg. No. 1978/003194/06)
(Incorporated in the Republic of South Africa)
Share Code: ARL
ISIN Code: ZAE000029757


RESULTS OF ANNUAL GENERAL MEETING – THURSDAY 9 FEBRUARY 2017

The annual general meeting of Astral Foods was held today,
Thursday, 9 February 2017.   All the ordinary and special
resolutions as set out in the notice of annual general meeting
to shareholders dated 16 November 2016, were approved by the
requisite majority of shareholders.

The detailed results of the voting are as follows:

The total number of ordinary shares in issue at the date of the
meeting: 42 823 085 shares.

ORDINARY BUSINESS

   1. Ordinary resolution number 1: To adopt the annual financial statements
      for the year ended 30 September 2016
      For:              Against:           Shares voted:    Abstain:

     100%               0.00%             77.94%            0.02%

   2. Ordinary resolution number 2: To re-elect Dr. T M Lategan as director
      For:              Against:          Shares voted:     Abstain:

     99.13 %            0.87    %         77.94%            0.02%

   3. Ordinary resolution number 3.1: To re-elect Dr. T Eloff as director
      For:              Against:          Shares voted:     Abstain:

     99.13%             0.87%             77.94%            0.02%

   4. Ordinary resolution number 3.2: To re-elect Mr. D J Fouché as director
      For:              Against:          Shares voted:     Abstain:

     99.13%             0.87%             77.94%            0.02%

   5. Ordinary resolution number 4.1: To re-elect Mr. D J Fouché as member
      of the Audit and Risk Management Committee
      For:              Against:          Shares voted      Abstain:

     99.13%             0.87%             77.94%            0.02%
6.   Ordinary resolution number 4.2: To re-elect Dr. M T Lategan as member
     of the Audit and Risk Management Committee
     For:              Against:          Shares voted:     Abstain:

     100%              0.00%             77.94%            0.02%

 7. Ordinary resolution number 4.3: To re-elect Mrs. T M Shabangu as
    member of the Audit and Risk Management Committee
    For:              Against:          Shares voted:     Abstain:

     99.13%            0.87%             77.94%            0.02%

 8. Ordinary resolution number 5.1: To re-elect Mr. G D Arnold as member
    of the Social and Ethics Committee
    For:              Against:          Shares voted:     Abstain:

     99.13%            0.87%             77.94%            0.02%

 9. Ordinary resolution number 5.2: To re-elect Mr. L W Hansen as member
    of the Social and Ethics Committee
    For:              Against:         Shares voted:     Abstain:

     99.13%            0.87%             77.94%            0.02%

 10.Ordinary resolution number 5.3: To re-elect Mrs. T P Maumela as member
    of the Social and Ethics Committee
    For:              Against:          Shares voted:     Abstain:

     99.13%            0.87%             77.94%            0.02%

 11. Ordinary resolution number 6: To re-appoint PricewaterhouseCoopers
     Inc. as auditors for the 2017 financial year
     For:             Against:          Shares voted:     Abstain:

      83.05%           16.95%            77.94%            0.02%

 12. Ordinary resolution number 7: To confirm the authority of the Audit
     and Risk Management Committee to determine the remuneration of the
     auditors
    For:              Against:          Shares voted:     Abstain:

      100%             0.00%             77.92%            0.04%

 13. Ordinary resolution number 8: To endorse, through a non-binding
     advisory note, the company’s remuneration policy and its
     implementation
     For:             Against:          Shares voted:     Abstain:

      79.95%           20.05%            77.88%            0.08%

 14. Ordinary resolution 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
     For:             Against:          Shares voted:     Abstain:

      98.68%           1.32%             77.94%            0.02%
SPECIAL BUSINESS

   15. Special resolution number 1: To approve the remuneration payable to
       non-executive chairman
       For:             Against:          Shares voted:     Abstain:

       86.06%          13.94%            77.88%            0.08%

   16. Special resolution number 2: To approve the remuneration payable to
       non-executive directors
       For:             Against:          Shares voted:     Abstain:

       99.99%          0.01%             77.88%            0.08%

   17. Special resolution number 3: To approve a fee payable to non-
       executive directors for participating in unscheduled board meetings
       and for additional services undertaken.
       For:             Against:          Shares voted:     Abstain:

       98.28%          1.72%             77.88%            0.08%

   18. Special resolution number 4: To authorise the directors to approve
       actions related to transactions amounting to financial assistance
       For:             Against:          Shares voted:     Abstain:

       100%            0.00%             77.94%            0.02%


Pretoria
9 February 2017

Sponsor
JP Morgan Equities South Africa (Pty) Limited

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