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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)
Share code: RCL
ISIN: ZAE000179438
("RCL FOODS" or “the Company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 50th (fiftieth) annual general meeting (“AGM”) of the shareholders of RCL FOODS held today, 8
November 2016, 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 Shares
Votes carried disclosed disclosed as a abstained
as a percentage in percentage in disclosed as a
Resolutions relation to the total Number of relation to percentage in
number of shares voted at shares voted the total relation to the
the meeting issued share total issued
For Against capital* share capital*
Ordinary resolutions
Adoption of annual
financial statements 100,00000 - 903,052,053 96,60930 0,03457
Election and Re-election of directors
Mr RV Smither 100,00000 - 902,531,206 96,55357 0,09029
Mr JJ Durand 99,99986 0,00014 903,052,053 96,60930 0,03457
Mr PR Louw 100,00000 - 902,531,206 96,55357 0,09029
Mr GC Zondi 100,00000 - 902,531,206 96,55357 0,09029
Mr NP Mageza 99,99606 0,00394 902,531,206 96,55357 0,09029
Re-appointment of
external auditors 100,00000 - 902,401,160 96,53966 0,10420
Election of members of the Audit Committee
Mr NP Mageza 99,99762 0,00238 902,531,206 96,55357 0,09029
Mr DTV Msibi 100,00000 - 902,531,206 96,55357 0,09029
Mr RV Smither 100,00000 - 902,531,206 96,55357 0,09029
Control of authorised
but unissued shares 84,33170 15,66830 903,052,053 96,60930 0,03457
Approval of Group
Remuneration Policy 91,55314 8,44686 902,531,206 96,55357 0,09029
Enabling resolution 99,99721 0,00279 902,075,167 96,50479 0,13908
Approval of amendments
to existing Conditional 99,34941 0,65059 903,052,053 96,60930 0,03457
Share Plan
Special resolutions
Financial assistance in
terms of sections 44 and 88,27254 11,72746 903,052,053 96,60930 0,03457
45 of the Companies Act,
2008
Approval of non-
executive directors’ 96,16628 3,83372 903,052,053 96,60930 0,03457
remuneration
Amendments to existing
Memorandum of 100,00000 - 903,052,053 96,60930 0,03457
Incorporation
*Total issued share capital is 934,746,549 shares.
The special resolution/s will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.
Durban
8 November 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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