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Report on proceedings at 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 49th (forty-ninth) annual general meeting ("AGM") of the shareholders of RCL FOODS held
today, 26 November 2015, 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:
Votes carried disclosed as Number of Shares voted Shares
a percentage in relation to shares voted disclosed as a abstained
the total number of shares percentage in disclosed as a
voted at the meeting relation to the percentage in
total issued relation to the
share capital* total issued
share capital*
For Against
Ordinary resolutions
Adoption of annual
financial statements 100,00000 - 872,574,230 93,59061 0,04793
Election and Re-election
of directors
Mr RV Smither 100,00000 - 872,574,230 93,59061 0,04793
Mr HJ Carse 99,83286 0,16714 872,574,230 93,59061 0,04793
Mr DTV Msibi 100,00000 - 872,574,230 93,59061 0,04793
Mrs MM Nhlanhla 99,98355 0,01645 872,574,230 93,59061 0,04793
Mr GM Steyn 100,00000 - 872,574,230 93,59061 0,04793
Re-appointment of
external auditors 100,00000 - 872,574,230 93,59061 0,04793
Election of members of the
Audit Committee
Mr NP Mageza 99,83211 0,16789 872,574,230 93,59061 0,04793
Mr DTV Msibi 100,00000 - 872,574,230 93,59061 0,04793
Mr RV Smither 99,99895 0,00105 872,574,230 93,59061 0,04793
Control of authorised
but unissued shares 85,05340 14,94660 872,574,230 93,59061 0,04793
Approval of Group
Remuneration Policy 97,94537 2,05463 872,574,230 93,59061 0,04793
Enabling resolution 100,00000 - 871,115,782 93,43418 0,20436
Special resolutions
Amendment to Memorandum
of Incorporation 100,00000 - 872,574,230 93,59061 0,04793
Financial assistance in
terms of sections 44 98,18420 1,81580 872,574,230 93,59061 0,04793
and 45
Approval of non-
executive directors’ 100,00000 - 872,574,230 93,59061 0,04793
remuneration
*Total issued share capital is 932,330,957 shares.
The special resolution/s will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.
Durban
26 November 2015
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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