Results of annual general meeting RHODES FOOD GROUP HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number: 2012/074392/06) Share code: RFG ISIN: ZAE000191979 (“RFG” or "the Company”) RESULTS OF THE ANNUAL GENERAL MEETING Shareholders are advised that, at the annual general meeting of the Company held today, 12 February 2015, all the resolutions as set out in the notice of the annual general meeting were approved by the requisite majority of votes. In this regard, RFG confirms the voting statistics from the AGM as follows: Shares voted in relation to the total issued share capital: Number of shares voted Total issued share capital Percentage shares voted 179 648 623 221 000 000 81.29% Votes carried disclosed as a Shares Shares percentage in relation to abstained abstained the total number of shares disclosed disclosed voted at the meeting as a as a percentage percentage For Against in relation in relation Resolution to the total to the total shares issued voted at share the meeting capital Ordinary resolution number 1: Financial statements 100% - - 0.00% Ordinary resolution number 2: Re-election of Chad 98.23% - 1.77% 1.44% Smart as a director Ordinary resolution number 3: Re-election of Andrew 98.23% - 1.77% 1.44% Makenete as a director Ordinary resolution number 4: Re-election of Garth 98.23% - 1.77% 1.44% Willis as a director Ordinary resolution number 5: Appointment of Mark 98.23% - 1.77% 1.44% Bower to the Audit and Risk Committee Ordinary resolution number 6: Appointment of Thabo 98.23% - 1.77% 1.44% Leeuw to the Audit and Risk Committee Ordinary resolution number 7: Appointment of 98.23% - 1.77% 1.44% Andrew Makenete to the Audit and Risk Committee Ordinary resolution number 8: Reappointment of the 98.23% - 1.77% 1.44% independent auditor Ordinary resolution number 9: Endorsement of the 96.71% 1.51% 1.77% 1.44% remuneration policy Ordinary resolution number 10: Control of authorised 84.11% 15.88% 0.01% 0.01% but unissued ordinary shares Ordinary resolution number 11: Approval to issue 83.68% 16.30% 0.01% 0.01% ordinary shares Ordinary resolution number 12: Signature of 99.48% 0.51% 0.01% 0.01% documents Special resolution number 1: Non-executive directors’ 98.23% - 1.77% 1.44% fees Special resolution number 2: General approval to 96.77% 3.22% 0.01% 0.01% acquire own shares Special resolution number 3: Loans or other financial 90.67% 7.51% 1.82% 1.48% assistance to directors and related companies The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Cape Town 12 February 2015 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 12/02/2015 01:10:00 Supplied by www.sharenet.co.za 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.