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 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.