RCL FOODS LIMITED - Report on proceedings at the general meeting

Report on proceedings at the general meeting

RCL FOODS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1966/004972/06
Share code: RCL
ISIN: ZEA000179438
("Company" or "RCL FOODS")

REPORT ON PROCEEDINGS AT THE GENERAL MEETING

Terms defined and used in the Circular published on Monday, 4 May 2020 have been used in this announcement.

At the General Meeting of RCL FOODS Shareholders, held by electronic means today, Tuesday, 26 May 2020, neither of the resolutions proposed at the
General Meeting were approved by the requisite majority of votes. With regard to shares abstained, Remgro Limited undertook to abstain on the special
and ordinary resolutions required to give effect to the Specific Repurchase. The 674,543,674 Shares held by Remgro Limited, representing 70,3% of the
Company’s issued share capital were therefore not taken into account in determining whether the special and ordinary resolutions proposed at the General
Meeting were passed by the requisite number of votes. In this regard, the Company confirms the voting statistics from the General Meeting as follows:

                                                          Votes cast disclosed as a                         Shares voted             Shares abstained
                                                          percentage in relation to                         disclosed as a             disclosed as a
                                                         the total number of shares       Number of         percentage in              percentage in
Resolutions                                                 voted at the meeting         shares voted    relation to the total     relation to the total                                           
                                                                                                             issued shares*            issued shares* 
                                                                                                           
                                                             For           Against                                  
Special resolution number 1
Specific Authority to repurchase the Repurchase            44,74             55,26        154,689,652            16,13                     70,34
Shares

Ordinary resolution number 1
To allow a director and/or company secretary to do all
such things and to sign all such documents as may be       45,49             54,51        154,689,652            16,13                     70,34
necessary to implement special resolution number 1


*Total issued shares is 959 004 383 shares.

Durban
26 May 2020

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 26-05-2020 04:30:00
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