Results of the 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, 11
February 2016, 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
 
           184 839 316                                  221 000 000                               83.64%



                                                       Votes carried disclosed as a           Shares           Shares
                                                          percentage in relation to        abstained        abstained
                                                         the total number of shares     disclosed as        disclosed
                                                               voted at the meeting                a             as a
                                                                                          percentage       percentage
                                                          For               Against      in relation      in relation
                                                                                        to the total     to the total
                                                                                              shares           issued
                                                                                        voted at the            share
Resolution                                                                                   meeting          capital

Ordinary resolution number 1: Financial                99.61%                 0.00%            0.39%            0.32%
statements

Ordinary resolution number 2: Re-election of Dr        99.76%                 0.00%           0.24%             0.20%
Yvonne Muthien as a director

Ordinary resolution number 3: Re-election of           99.38%                 0.02%           0.60%             0.50%
Mark Bower as a director

Ordinary resolution number 4: Re-election of           99.38%                 0.02%           0.60%             0.50%
Thabo Leeuw as a director

Ordinary resolution number 5: Appointment of           99.40%                 0.00%           0.60%             0.50%
Mark Bower to the Audit and Risk Committee
 
Ordinary resolution number 6: Appointment of           99.40%                 0.00%           0.60%             0.50%
Thabo Leeuw to the Audit and Risk Committee

Ordinary resolution number 7: Appointment of           99.40%                 0.00%           0.60%             0.50%
Andrew Makenete to the Audit and Risk
Committee

Ordinary resolution number 8: Reappointment of         99.38%                 0.02%           0.60%             0.50%
the independent auditor

Ordinary resolution number 9: Endorsement of           85.94%                13.88%           0.18%             0.15%
the remuneration policy

Ordinary resolution number 10: Approval of the         84.37%                15.61%           0.02%             0.02%
Rhodes Food Group 2015 share plan

Ordinary resolution number 11: Control of              69.68%                30.08%           0.24%             0.20%
authorised but unissued ordinary shares

Ordinary resolution number 12: Approval to issue       78.08%                21.68%           0.24%             0.20%
ordinary shares

Ordinary resolution number 13: Signature of            99.40%                 0.00%           0.60%             0.50%
documents

Special resolution number 1: Non-executive             99.39%                 0.58%           0.03%             0.02%
directors’ fees

Special resolution number 2: General approval to       99.61%                 0.00%           0.39%             0.32%
acquire own shares

Special resolution number 3: Loans or other            89.10%                10.73%           0.17%             0.15%
financial assistance to directors and related
companies


Cape Town
11 February 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 11/02/2016 10:37:00 
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