Results of Annual General Meeting - Thursday 8 February 2018 ASTRAL FOODS LIMITED “Astral Foods” or “the company” (Reg. No. 1978/003194/06) (Incorporated in the Republic of South Africa) Share Code: ARL ISIN Code: ZAE000029757 RESULTS OF ANNUAL GENERAL MEETING – THURSDAY 8 FEBRUARY 2018 The annual general meeting of Astral Foods (“AGM”) was held today, Thursday, 8 February 2018. The detailed results of the voting are as follows: Resolution Number of Percentage For** Against** Abstained shares of shares % % *** voted in issue* % % ORDINARY BUSINESS 1. Ordinary resolution 27 214 186 63.51 100.00 0.00 0.26 number 1: To adopt the annual financial statements for the year ended 30 September 2017 2.1 Ordinary resolution 27 318 908 63.75 95.96 4.04 0.02 number 2.1: To re- elect Mrs TM Shabangu as director 2.2 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02 number 2.2: To re- elect Mrs TP Maumela as director 3.1 Ordinary resolution 27 318 908 63.75 98.77 1.23 0.02 number 3.1: To re- elect Mr DJ Fouché as member of the Audit and Risk Management Committee 3.2 Ordinary resolution 18 157 286 42.37 87.02 12.98 21.40 number 3.2: To re- elect Dr MT Lategan as member of the Audit and Risk Management Committee 3.3 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02 number 3.3: To re- elect Mrs TM Shabangu as member of the Audit and Risk Management Committee 4.1 Ordinary resolution 27 318 908 63.75 98.09 1.91 0.02 number 4.1: To re- elect Mr GD Arnold as member of the Social and Ethics Committee 4.2 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02 number 4.2: To re- elect Dr T Eloff as member of the Social and Ethics Committee 4.3 Ordinary resolution 27 318 908 63.75 98.09 1.91 0.02 number 4.3: To re- elect Mr LW Hansen as member of the Social and Ethics Committee 4.4 Ordinary resolution 27 318 908 63.75 98.81 1.19 0.02 number 4.4: To re- elect Mrs TP Maumela as member of the Social and Ethics Committee 5. Ordinary resolution 27 318 908 63.75 78.33 21.67 0.02 number 5: To re- appoint PricewaterhouseCoopers Inc. as auditors for the 2018 financial year 6. Ordinary resolution 27 318 908 63.75 99.96 0.04 0.02 number 6: To confirm the authority of the Audit and Risk Management Committee to determine the remuneration of the auditors 7. Ordinary resolution 27 237 442 63.56 51.98 48.02 0.21 number 7: To endorse the company’s Remuneration Policy 8. Ordinary resolution 27 237 392 63.56 48.49 51.51 0.21 number 8: To endorse the company’s Remuneration Implementation Report 9. Ordinary resolution 27 318 538 63.75 100.00 0.00 0.02 number 9: 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 10. Ordinary resolution 27 318 538 63.75 93.76 6.24 0.02 number 10: To adopt the new Forfeitable Share Plan SPECIAL BUSINESS 11. Special resolution 26 996 373 63.00 72.62 27.38 0.77 number 1: To approve the remuneration payable to the non- executive chairman 12. Special resolution 27 312 538 63.74 99.95 0.05 0.03 number 2: To approve the remuneration payable to non- executive directors 13. Special resolution 27 318 538 63.75 99.24 0.76 0.02 number 3: To compensate the newly appointed lead independent non- executive director for services rendered 14. Special resolution 27 318 538 63.75 99.00 1.00 0.02 number 4: To reimburse Value Added Tax levied against certain directors 15. Special resolution 27 316 917 63.75 99.28 0.72 0.02 number 5: To authorise the directors to approve actions related to transactions amounting to financial assistance to related parties and inter- related companies 16. Special resolution 27 318 908 63.75 99.22 0.78 0.02 number 6: To allow financial assistance for employee participation in the forfeitable share plan (section 44 of the Companies Act) 17. Special resolution 27 318 908 63.75 99.21 0.79 0.02 number 7: To allow financial assistance for executive directors and prescribed officers to participate in the forfeitable share plan (Section 45) * Based on 42 852 385 shares in issue as at 2 February 2018. ** In relation to the total number of shares voted at the AGM. *** In relation to the total number of shares in issue as at the date of the AGM. Shareholders are further advised that due to ordinary resolutions number 7 and 8 relating to the non-binding endorsement of the remuneration policy and the remuneration implementation report being voted against by more than 25% of Astral Foods shareholders present in person or represented by proxy at the AGM, Astral Foods now invites such dissenting shareholders to engage with the company as follows: 1. a telephone conference has been arranged for Thursday 22 February 2018 from 09:00 to 11:00; 2. all dissenting shareholders to confirm their participation to the company secretary by e-mail at maryna.eloff@astralfoods.com by no later than close of business on Tuesday 20 February 2018. Dial-in details for the telephone conference will then be provided; and 3. dissenting shareholders are further invited to forward their concerns/questions on the remuneration policy and the remuneration implementation report to the company secretary in writing by close of business on Friday 16 February 2018. Pretoria 8 February 2018 Sponsor Nedbank Corporate and Investment Banking Date: 08/02/2018 04:00:00 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. 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