Report on proceedings at the annual general meeting RHODES FOOD GROUP 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 5th annual general meeting (“AGM”) of the shareholders of RFG held today, 1 March 2018 all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, RFG confirms the voting statistics from the AGM as follows: Votes carried disclosed as a Shares abstained percentage in relation to the total Shares voted disclosed as a number of shares voted at the disclosed as a percentage in meeting Number of percentage in relation to the total Resolutions shares voted relation to the total issued share capital issued share capital* For Against Ordinary resolution number 1: Election 99.994% 0.006% 216 431 600 82.368% 0.063% of Bongiwe Njobe as a director Ordinary resolution number 2: Re- 99.998% 0.002% 216 432 888 82.368% 0.063% election of Mark Bower as a director Ordinary resolution number 3: Re- 99.998% 0.002% 216 432 888 82.368% 0.063% election of Thabo Leeuw as a directo Ordinary resolution number 4: Appointment of Mark Bower to the 99.998% 0.002% 216 432 888 82.368% 0.063% Audit and Risk Committee Ordinary resolution number 5: Appointment of Thabo Leeuw to the 99.998% 0.002% 216 432 888 82.368% 0.063% Audit and Risk Committee Ordinary resolution number 6: Appointment of Andrew Makenete to 99.994% 0.006% 216 431 600 82.368% 0.063% the Audit and Risk Committee Ordinary resolution number 7: Re- 91.596% 8.404% 216 431 768 82.368% 0.063% appointment of the independent registered auditor Ordinary resolution number 8: Control of authorised but unissued ordinary 86.114% 13.886% 216 439 439 82.371% 0.060% shares Ordinary resolution number 9: 88.427% 11.573% 216 439 689 82.371% 0.060% Authority to issue ordinary shares Ordinary resolution number 10: 99.990% 0.010% 216 429 423 82.367% 0.064% Signature of documents Non-binding advisory resolution number 1: Approval of the 86.227% 13.773% 216 409 279 82.359% 0.072% remuneration policy Non-binding advisory resolution number 2: Approval of the 86.227% 13.773% 216 409 279 82.359% 0.072% implementation report Special resolution number 1: Approval 90.804% 9.196% 216 398 994 82.356% 0.076% of the non-executive directors’ fees Special resolution number 2: General 99.996% 0.004% 216 398 104 82.355% 0.076% authority to repurchase shares Special resolution number 3: Loans or other financial assistance to related 99.984% 0.016% 216 451 138 82.375% 0.055% companies *Total issued share capital is 253 762 018 Ordinary shares and 9 000 000 A Preference shares. Cape Town 1 March 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 01/03/2018 02:22:00 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.