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Report on proceedings at the annual general meeting

Rhodes Food Group Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 20012/074392/06
Share code: RFG
ISIN: ZAE000191979
("Rhodes" or "the Company")


At the annual general meeting ("Annual General Meeting" or "the meeting") of the shareholders of Rhodes held today, Thursday, 21 February
2019, the resolutions proposed at the meeting were unaltered from that reflected in the Notice of Annual General Meeting and were
approved by the requisite majority of votes.

In this regard, Rhodes confirms the voting statistics from the Annual General Meeting as follows:

Total number of shares in issue                                                                                           262,762,018
Treasury shares (excluded from voting)                                                                                      1,125,000
Total number of shares (“voteable shares”)                                                                                261,637,018
Total number of shares represented (including proxies) at the Annual General Meeting                                      231,574,624
Proportion of total voteable shares represented at the Annual General Meeting                                                  88.51%

Resolutions                                                 Votes cast as a            Number of       Shares voted    Shares
                                                            percentage of the total    Shares Voted    as a            abstained as a
                                                            number of shares voted                     percentage of   percentage of
                                                            at the meeting                             the total       the total issued
                                                                                                       issued share    share capital
                                                            For           Against

Ordinary resolution 1: Re-election of director - Mr B       99.998%       0.002%       231,413,734     88.070%         0.061%
Ordinary resolution 2: Re-election of director - Mr C       99.989%       0.011%       231,413,734     88.070%         0.061%
Ordinary resolution 3: Re-election of director - Dr Y       99.998%       0.002%       231,415,234     88.070%         0.061%
Ordinary resolution 4: Appointment of Mr M Bower to         99.998%       0.002%       231,413,734     88.070%         0.061%
the audit and risk committee
Ordinary resolution 5: Appointment of Mr T Leeuw to         99.998%       0.002%       231,413,734     88.070%         0.061%
the audit and risk committee
Ordinary resolution 6: Appointment of Mr A Makenete         99.265%       0.735%       231,415,054     88.070%         0.061%
to the audit and risk committee
Ordinary resolution 7: Reappointment of the                 81.261%       18.739%      231,413,734     88.070%         0.061%
independent registered auditor
Ordinary resolution 8: Control of authorised but            67.730%       32.270%      231,393,269     88.062%         0.069%
unissued ordinary shares
Ordinary resolution 9: Authority to issue ordinary shares   80.902%       19.098%      231,415,234     88.070%         0.061%
Ordinary resolution 10: Signature of documents              99.999%       0.001%       231,393,269     88.062%         0.069%
Non-binding advisory resolution 1: Approval of the          87.064%       12.936%      231,413,804     88.070%         0.061%
remuneration policy
Non-binding advisory resolution 2: Approval of the          88.302%       11.698%      231,391,839     88.061%         0.070%
implementation report
Special resolution 1: Approval of the non-executive         99.996%       0.004%       231,393,169     88.062%         0.069%
directors’ fees
Special resolution 2: General authority to repurchase       99.999%       0.001%       231,413,804     88.070%         0.061%
Special resolution 3: Loans or other financial assistance   93.841%       6.159%       224,405,828     85.403%         2.728%
to related companies

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Groot Drakenstein

22 February 2019

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Prepared by: The Meeting Specialist (Pty) Ltd
Date: 22/02/2019 07:05:00 
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