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 12 FEBRUARY 2015 The annual general meeting of Astral Foods was held today, Thursday, 12 February 2015. All the ordinary and special resolutions as set out in the notice of annual general meeting to shareholders dated 12 November 2014, 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: 42 758 985 shares. ORDINARY BUSINESS 1. Ordinary resolution number 1: To adopt the annual financial statements for the year ended 30 September 2015 For: Against: Shares voted: Abstain: 28 336 987 - 28 336 987 65,214 100% 0% 66.2714% 0.15252% 2. Ordinary resolution number 2.1: To re-elect Dr. T Eloff as director For: Against: Shares voted: Abstain: 28 140 404 - 28 140 404 261 797 100% 0% 65.81167% 0.61226% 3. Ordinary resolution number 2.2: To re-elect Mr. M Macdonald as director For: Against: Shares voted: Abstain: 28 134 037 - 28 140 404 261 797 99.97737% 0.02263% 65.81167% 0.61226% 4. Ordinary resolution number 3.1: To re-elect Mr. Macdonald as member of the Audit and Risk Management Committee For: Against: Shares voted Abstain: 28 134 037 6 367 28 140 404 261 797 99.97737% 0.02263% 65.81167% 0.61226% 5. Ordinary resolution number 3.2: To re-elect Dr. T Eloff as member of the Audit and Risk Management Committee For: Against: Shares voted: Abstain: 28 134 037 6 367 28 140 404 261 797 99.97737% 0.02263% 65.81167% 0.61226% 6. Ordinary resolution number 3.3: To re-elect Mr. I S Fourie as member of the Audit and Risk Management Committee For: Against: Shares voted: Abstain: 28 140 404 - 28 140 404 261 797 100% 0% 65.81167% 0.61226% 7. Ordinary resolution number 3.4: To re-elect Mrs. T Shabangu as member of the Audit and Risk Management Committee For: Against: Shares voted: Abstain: 28 140 404 - 28 140 404 261 797 100% 0% 65.81167% 0.61226% 8. Ordinary resolution number 4.1: To re-elect Dr. T Eloff as member of the Social and Ethics Committee For: Against: Shares voted: Abstain: 28 140 404 - 28 140 404 261 797 100% 0% 65.81167% 0.61226% 9. Ordinary resolution number 4.2: To re-elect Mr. G D Arnold as member of the Social and Ethics Committee For: Against: Shares voted: Abstain: 28 132 404 8 000 28 140 404 261 797 99.97157% 0.02843% 65.81167% 0.61226% 10. Ordinary resolution number 4.3: To re-elect Mr. L W Hansen as member of the Social and Ethics Committee For: Against: Shares voted: Abstain: 28 132 404 8 000 28 140 404 261 797 99.97157% 0.02843% 65.81167% 0.61226% 11. Ordinary resolution number 4.4: To re-elect Mrs. T Maumela as member of the Social and Ethics Committee For: Against: Shares voted: Abstain: 28 140 404 - 65.81167% 0.61226% 12. Ordinary resolution number 5: To re-appoint PricewaterhouseCoopers Inc. as auditors for the 2015 financial year For: Against: Shares voted: Abstain: 28 345 257 - 28 345 257 56 944 100% 0% 66.29076% 0.13317% 13. Ordinary resolution number 6: To confirm the authority of the Audit and Risk Management Committee to determine the remuneration of the auditors For: Against: Shares voted: Abstain: 28 345 257 - 28 345 257 56 944 100% 0% 66.29076% 0.13317% 14. Ordinary resolution number 7: To endorse, through a non-binding advisory note, the company’s remuneration policy and its implementation For: Against: Shares voted: Abstain: 27 030 990 1 314 267 28 345 257 56 944 95.36336% 4.63664% 66.29076% 0.13317% 15. Ordinary resolution number 8: 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: 28 345 257 - 28 345 257 56 944 100% 0% 66.29076% 0.13317% SPECIAL BUSINESS 16. Special resolution number 1: To approve the remuneration payable to non-executive directors For: Against: Shares voted: Abstain: 28 345 257 - 28 345 257 56 944 100% 0% 66.29076% 0.13317% 17. Special resolution number 2: To authorise the directors to approve actions related to transactions amounting to financial assistance For: Against: Shares voted: Abstain: 28 345 257 - 28 345 257 56 944 100% 0% 66.29076% 0.13317% Pretoria 12 February 2015 Sponsor JP Morgan Equities South Africa (Pty) Limited Date: 12/02/2015 03:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.