ASTRAL FOODS LIMITED - Results of annual general meeting and changes to the board

Results of annual general meeting and changes to the board

ASTRAL FOODS LIMITED
“Astral Foods” or the “Company”
(Reg. No. 1978/003194/06)
(Incorporated in the Republic of South Africa)
Share Code: ARL
ISIN Code: ZAE000029757

RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD

Results of annual general meeting

The annual general meeting of Astral Foods (“AGM”) was held today, Thursday, 7 February 2019. The detailed
results of the voting are as follows:

 Resolution                               Number of     Percentage          For**   Against**    Abstained
                                        shares voted  of shares in            %           %          ***
                                                            issue*                                      %
                                                                 %
 1.   Ordinary resolution number 1:       22 759 044         53.06        100.00        0.00          0.36
      To adopt the annual financial
      statements for the year ended
      30 September 2018
 2.1 Ordinary resolution number           22 865 050         53.31         97.82        2.18          0.11
      2.1: To re-elect Mr DJ Fouché
      as director
 2.2 Ordinary resolution number                                       WITHDRAWN
      2.2: To re-elect Dr MT Lategan
      as director
 3.1 Ordinary resolution number           22 865 050         53.31         97.76        2.24          0.11
      3.1: To re-elect Mr DJ Fouché
      as member of the Audit and
      Risk Management Committee
 3.2 Ordinary resolution number                                       WITHDRAWN
      3.2: To re-elect Dr MT Lategan
      as member of the Audit and
      Risk Management Committee
 3.3 Ordinary resolution number           22 865 050         53.31         97.87        2.13          0.11
      3.3: To re-elect Mrs TM
      Shabangu as member of the
      Audit and Risk Management
      Committee
 4. Ordinary resolution number 4:         22 865 050         53.31         97.16        2.84          0.11
      To re-appoint
      PricewaterhouseCoopers Inc.
      as auditors for the 2019
      financial year
 5. Ordinary resolution number 5:         22 865 050         53.31         99.89        0.11          0.11
      To confirm the authority of
      the Audit and Risk
      Management Committee to
      determine the remuneration
      of the auditors
 6. Ordinary resolution number 6:         22 865 050         53.31         94.22        5.78          0.11
     To endorse the company’s
     Remuneration Policy
 7. Ordinary resolution number 7:         22 484 274         52.42         94.09        5.91          1.00
     To endorse the company’s
     Remuneration
     Implementation Report
 8. Ordinary resolution number 8:         22 865 050         53.31         99.95        0.05          0.11
     To authorise any director or
     the company secretary to sign
     documentation necessary to
     implement the ordinary and
     special resolutions passed at
     the AGM
 9. Special resolution number 1:          22 863 308         53.31        100.00        0.00          0.12
     To approve the fees payable
     to non-executive directors
 10. Special resolution number 2:         22 865 050         53.31         99.83        0.17          0.11
     To authorise the directors to
     approve actions related to
     transactions amounting to
     financial assistance to related
     and inter-related companies
 11. Special resolution number 3:         22 858 091         53.29         99.12        0.88          0.13
     To authorise the company, by
     way of general authority, to
     acquire ordinary shares in the
     company

*     Based on 42 890 385 shares in issue as at the date of the AGM.
**    In relation to the total number of shares voted at the AGM.
***   In relation to the total number of shares in issue as at the date of the AGM.

Based on the above voting results, all resolutions were passed by the requisite majority of Astral Foods’
shareholders present in person or represented by proxy at the AGM, save for the withdrawal of ordinary
resolutions number 2.2 and 3.2 relating to the re-election of Dr MT Lategan as a director and member of the Audit
and Risk Management Committee.

Change to the board

Shareholders are advised that Dr MT Lategan has resigned as independent non-executive director of Astral Foods
and member of the Audit and Risk Management Committee with immediate effect. The board of Astral Foods
wishes to thank Dr MT Lategan for his valuable contributions to the Company.
Mrs Takelani Maumela, an independent non-executive director of Astral Foods, has been appointed as a member
of the Audit and Risk Management Committee with effect from 7 February 2019.

Other

Shareholders are advised that the date of the Independent Auditor’s Report as set out on page 128 of Astral Food’s
2018 Integrated Report should read 16 November 2018 and not 14 November 2018.


Pretoria
7 February 2019

Sponsor
Nedbank Corporate and Investment Banking

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