RCL FOODS LIMITED - Report on proceedings at annual general meeting

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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