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Report on proceedings at the Annual General Meeting
RFG Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 2012/074392/06
Share code: RFG
ISIN: ZAE000191979
(“RFG” or “the Company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 10th annual general meeting (“Annual General Meeting” or “the meeting”) of the shareholders of RFG held yesterday, Thursday,
16 March 2023, the resolutions proposed at the meeting were unaltered from those reflected in the Notice of Annual General Meeting
and were approved by the requisite majority of votes.
In this regard, RFG 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 239 003 169
Proportion of total voteable shares represented at the Annual General Meeting 91,35%
Resolutions Votes cast disclosed as a Number of Shares voted Shares
percentage of the total shares voted disclosed as a abstained
number of shares voted percentage of disclosed as a
at the meeting the total percentage of
issued shares the total issued
For Against shares
Ordinary Resolution 1: Re-election of director – Mr. C 100,00% 0,00% 238 983 818 90.95% 0,01%
Smart
Ordinary Resolution 2: Re-election of director – Mr. T 99,82% 0,18% 238 983 818 90.95% 0,01%
Leeuw
Ordinary Resolution 3: Re-election of director – Ms. B 99,99% 0,01% 238 990 790 90.95% 0,00%
Njobe
Ordinary Resolution 4: Re-election of director – Mr. M 99,44% 0,56% 238 983 818 90.95% 0,01%
Bower
Ordinary Resolution 5: Appointment of Mr. M Bower to 99,44% 0,56% 238 983 818 90.95% 0,01%
the audit, risk and information technology committee
Ordinary Resolution 6: Appointment of Mr. T Leeuw to 99,82% 0,18% 238 983 818 90.95% 0,01%
the audit, risk and information technology committee
Ordinary Resolution 7: Appointment of Ms. S Maitisa to 99,99% 0,01% 238 983 118 90.95% 0,01%
the audit, risk and information technology committee
Ordinary Resolution 8: Re-appointment of independent 100,00% 0,00% 238 981 158 90.95% 0,01%
registered auditor
Ordinary Resolution 9: Control of authorised but 61,83% 38,17% 238 988 859 90.95% 0,01%
unissued ordinary shares
Ordinary Resolution 10: Authority to issue ordinary 97,35% 2,65% 238 989 019 90.95% 0,01%
shares for cash
Ordinary Resolution 11: Signature of documents 100,00% 0,00% 238 982 608 90.95% 0,01%
Non-Binding Advisory Resolution 1: Approval of the 95,94% 4,06% 238 982 194 90.95% 0,01%
remuneration policy
Non-Binding Advisory Resolution 2: Approval of the 95,94% 4,06% 238 980 694 90.95% 0,01%
implementation report
Special Resolution 1: Approval of the non-executive 98,67% 1,33% 238 984 694 90.95% 0,01%
directors’ fees
Special Resolution 2: General authority to repurchase 99,82% 0,18% 238 987 855 90.95% 0,01%
shares
Special Resolution 3: Loans or other financial assistance 99,99% 0,01% 238 983 194 90.95% 0,01%
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
17 March 2023
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Prepared by: The Meeting Specialist (Pty) Ltd
Date: 17-03-2023 11:20:00
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