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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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