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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 56th Annual General Meeting (“AGM”) of the shareholders of RCL FOODS held today, 9 November 2022,
all the ordinary and special resolutions proposed at the meeting were approved by the requisite number of
votes. In this regard, RCL FOODS confirms the voting statistics from the AGM as follows:
Resolutions Votes cast disclosed as Number of Shares voted Shares
a percentage in relation shares voted disclosed as a abstained
to the total number of percentage in disclosed as a
shares voted at the relation to the percentage in
meeting total issued relation to the
shares* total issued
For Against (%) shares*
(%) (%) (%)
Ordinary Resolutions
1. Adoption of annual financial 99,99998 0,00001 874,289,020 91,64829 0,02282
statements
2. Election and Re-election of directors
2.1 Mr HJ Carse 99,81550 0,18449 872,324,640 91,44273 0,22874
2.2 Mr RH Field 99,99168 0,00831 874,458,071 91,66601 0,00510
2.3 Mr NP Mageza 93,83266 6,16733 872,324,640 91,44237 0,22874
2.4 Mr GCJ Tielenius Kruythoff 99,81550 0,18449 872,324,640 91,44237 0,22874
2.5 Mr PD Cruickshank 99,99168 0,00831 874,458,071 91,66601 0,00510
3. Re-appointment of external 99,58208 0,41791 874,458,071 91,66601 0,00510
auditors
4. Election of members of the Audit Committee
4.1 Mr NP Mageza 93,41342 6,58657 872,327,640 91,44268 0,22842
4.2 Mr DTV Msibi 99,53899 0,46100 872,327,640 91,44268 0,22842
4.3 Mr GM Steyn 99,58072 0,41927 872,327,640 91,44268 0,22842
5. General authority to place 93,81379 6,18620 874,458,071 91,66601 0,00510
10% of the unissued ordinary
shares under the control of
the directors
6. Enabling resolution 99,99998 0,00001 874,094,035 91,62785 0,04326
7. Non-binding advisory vote in 94,39279 5,60720 874,480,231 91,66833 0,00278
respect of the Remuneration
Policy
8. Non-binding advisory vote in 93,59325 6,40674 874,458,071 91,66601 0,00510
respect of the Remuneration
Implementation Report
Special Resolutions
1. Financial assistance in terms 89,66518 10,33481 874,458,071 91,66601 0,00510
of sections 44 of the
Companies Act
2. Financial assistance in terms 89,66518 10,33481 874,458,071 91,66601 0,00510
of sections 45 of the
Companies Act
3. Approval of non-executive 99,99970 0,00029 874,457,921 91,66599 0,00511
directors’ remuneration
4. General authority to 99,58203 0,41796 874,461,071 91,66632 0,00478
repurchase shares
Total issued share capital is 953,961,065 shares.
The special resolutions will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.
DURBAN
9 November 2022
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited
Date: 09-11-2022 04:30:00
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