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") REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING 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 capital For Against Ordinary resolution 1: Re-election of director - Mr B 99.998% 0.002% 231,413,734 88.070% 0.061% Henderson Ordinary resolution 2: Re-election of director - Mr C 99.989% 0.011% 231,413,734 88.070% 0.061% Schoombie Ordinary resolution 3: Re-election of director - Dr Y 99.998% 0.002% 231,415,234 88.070% 0.061% Muthien 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% shares 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 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Prepared by: The Meeting Specialist (Pty) Ltd Date: 22/02/2019 07:05:00 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.