RCL FOODS LIMITED - Report on proceedings at the Annual General Meeting

Report on proceedings at the Annual General Meeting

RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06)
Share code: RCL
ISIN: ZAE000179438
("RCL Foods" or "the Company")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the 48th (forty-eighth) annual general meeting ("AGM") of the
shareholders of RCL Foods held today, 13 November 2014, all the
ordinary and special resolutions proposed at the meeting were approved
by the requisite majority of votes. In this regard, RCL Foods 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         Percentage shares
                                capital                   voted
   93,861,043                 929,573,328                 96,16%


                                 Votes carried disclosed as      Shares
                                 a percentage in relation        abstained
                                 to the total number of          disclosed as
                                 shares voted at the             a percentage
                                 meeting                         in relation
                                                                 to the total
                                            For        Against   issued share
                                                                 capital
Ordinary resolutions
     
1    Adoption of annual                
     financial statements              100,0000              -         0,0002
2    Re-election of directors
2.1  Mr M Dally                        100,0000              -         0,0002
2.2  Mr RH Field                       100,0000              -         0,0002
2.3  Mr NP Mageza                       99,9987         0,0013         0,0002
2.4  Mr RV Smither                     100,0000              -         0,0002
3    Re-appointment of external
     auditors                          100,0000              -         0,0002
4    Election of members of the Audit Committee
4.1  Mr NP Mageza                       99,9987         0,0013         0,0002
4.2  Mr DTV Msibi                      100,0000              -         0,0002
4.3  Mr RV Smither                     100,0000              -         0,0002
5    Control of authorized but
     unissued shares                    96,6850         3,3150         0,0002
6    Approval of Group 
     Remuneration Policy                96,2818         3,7182         0,0002
                                   
     
Special resolutions
1     Financial assistance in
      terms of sections 44 and 45       88,1590        11,8410         0,0002
2     Approval of non-executive           
      directors’ remuneration          100,0000              -         0,0002
     
The special resolution/s will, where necessary, be lodged for
registration with the Companies and Intellectual Property Commission
in due course.

Durban
13 November 2014

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

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