ASTRAL FOODS LIMITED - Results of annual general meeting

Results of annual general meeting

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

The annual general meeting of Astral Foods (“AGM”) was held on Thursday, 6 February 2020. 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:      30 411 555         70.85       100.00            0.00           0.16
       To adopt the annual financial
       statements for the year ended
       30 September 2019
 2.1   Ordinary resolution number         30 442 350         70.92       100.00            0.00           0.09
       2.1: To re-elect Mr S Mayet as
       director
 2.2   Ordinary resolution number         30 442 350         70.92       100.00            0.00           0.09
       2.2: To re-elect Mr WF
       Potgieter as director
 3.1   Ordinary resolution number         30 442 350         70.92        96.20            3.80           0.09
       3.1: To re-elect Dr T Eloff as
       director
 3.2   Ordinary resolution number         30 442 350         70.92        98.64            1.36           0.09
       3.2: To re-elect Mrs TM
       Shabangu as director
 4.1   Ordinary resolution number         30 442 350         70.92        98.63            1.37           0.09
       4.1: To appoint Mr DJ Fouché
       as member of the Audit and
       Risk Management Committee
 4.2   Ordinary resolution number         30 442 350         70.92       100.00            0.00           0.09
       4.2: To appoint Mr S Mayet as
       member of the Audit and Risk
       Management Committee
 4.3   Ordinary resolution number         30 442 350         70.92        98.64            1.36           0.09
       4.3: To appoint Mrs TM
       Shabangu as member of the
       Audit and Risk Management
       Committee
 5.1   Ordinary resolution number         30 442 350         70.92        98.47            1.53           0.09
       5.1: To appoint Mr GD Arnold
       as member of the Social and
       Ethics Committee
 5.2   Ordinary resolution number         30 442 350         70.92        97.57            2.43           0.09
       5.2: To appoint Dr T Eloff as
       member of the Social and
       Ethics Committee
 5.3   Ordinary resolution number         30 440 310         70.92        98.42            1.58           0.09
       5.3: To appoint Mr LW Hansen
       as member of the Social and
       Ethics Committee
 5.4   Ordinary resolution number                             WITHDRAWN
       5.4: To appoint Mrs TP
       Maumela as member of the
       Social and Ethics Committee
 6.    Ordinary resolution number 6:      30 442 350         70.92        76.62            23.38          0.09
       To appoint
       PricewaterhouseCoopers Inc.
       as auditors for the 2020
       financial year
 7.    Ordinary resolution number 7:      30 437 135         70.91        99.71             0.29          0.10
       To confirm the authority of
       the Audit and Risk
       Management Committee to
       determine the remuneration
       of the auditors
 8.    Ordinary resolution number 8:      30 436 650         70.91        80.01            19.99          0.10
       To endorse the company’s
       Remuneration Policy 
 9.    Ordinary resolution number 9:      30 436 650         70.91        80.08            19.92          0.10
       To endorse the company’s
       Remuneration Implementation
       Report
 10.   Ordinary resolution number         30 442 835         70.93       100.00             0.00          0.09
       10: To authorise and
       empower any director or the
       company secretary to sign
       documentation necessary to
       implement the resolutions
       passed at the AGM
 11.   Special resolution number 1:       30 436 586         70.91        99.56             0.44          0.10
       To approve the fees payable
       to non-executive directors
 12.   Special resolution number 2:       30 443 350         70.93        99.48             0.52          0.08
       To authorise the directors to
       provide any direct or indirect
       financial assistance to related
       and inter-related companies
       as contemplated in Section
       45(2) of the Act
 13.   Special resolution number 3:       30 443 350         70.93        99.98             0.02          0.08
       To authorise the company, by
       way of general authority, to
       acquire ordinary shares in the
       company

*     Based on 42 922 235 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.

Ordinary resolution number 5.4 was withdrawn prior to the commencement of the AGM as Mrs TP Maumela resigned as a 
director of Astral Foods with effect from 23 January 2020.

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.

Pretoria
06 February 2020

Sponsor
Nedbank Corporate and Investment Banking

Date: 06-02-2020 04:05:00
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.