RFG HOLDINGS LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

 RFG Holdings Limited
 (Incorporated in the Republic of South Africa)
 Registration number: 20012/074392/06
 Share code: RFG
 ISIN: ZAE000191979
 ("RFG" or "the Company")


REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the annual general meeting ("Annual General Meeting" or "the meeting") of the shareholders of RFG held today, Thursday, 04 March
2021, the resolutions proposed at the meeting were unaltered from that 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                                   237,338,720
 Proportion of total voteable shares represented at the Annual General Meeting                                          90.71%


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
                                                                                                       voteable         the total
                                                            For             Against                    shares           voteable shares
Ordinary Resolution 1: Election of director – Mr P          100.00%         0.00%       237,195,358    90.66%           0.05%
Hanekom
Ordinary Resolution 2: Election of director – Ms S          99.99%          0.01%       237,195,358    90.66%           0.05%
Maitisa
Ordinary Resolution 3: Re-election of director – Mr T       100.00%         0.00%       237,194,658    90.66%           0.06%
Leeuw
Ordinary Resolution 4: Re-election of director – Ms B       100.00%         0.00%       237,195,358    90.66%           0.05%
Njobe
Ordinary Resolution 5: Re-election of director – Mr M       99.99%          0.01%       237,195,358    90.66%           0.05%
Bower
Ordinary Resolution 6: Appointment of Mr M Bower to         100.00%         0.00%       237,195,198    90.66%           0.05%
the audit, risk and information technology committee
Ordinary Resolution 7: Appointment of Mr T Leeuw to         100.00%         0.00%       237,194,498    90.66%           0.06%
the audit, risk and information technology committee
Ordinary Resolution 8: Appointment of Ms S Maitisa to       99.99%          0.01%       237,195,358    90.66%           0.05%
the audit, risk and information technology committee
Ordinary Resolution 9: Appointment of new                   100.00%         0.00%       237,195,358    90.66%           0.05%
independent registered auditor
Ordinary Resolution 10: Control of authorised but           94.78%          5.22%       237,195,198    90.66%           0.05%
unissued ordinary shares
Ordinary Resolution 11: Authority to issue ordinary         93.68%          6.32%       237,194,658    90.66%           0.06%
shares for cash
Ordinary Resolution 12: Signature of documents              100.00%         0.00%       237,195,198    90.66%           0.05%
Non-Binding Advisory Resolution 1: Approval of the          96.60%          3.40%       237,193,858    90.66%           0.06%
remuneration policy
Non-Binding Advisory Resolution 2: Approval of the          97.07%          2.93%       237,193,698    90.66%           0.06%
implementation report
Special Resolution 1: Approval of the non-executive         99.99%          0.01%       237,195,444    90.66%           0.05%
directors’ fees
Special Resolution 2: General authority to repurchase       99.49%          0.51%       237,090,798    90.62%           0.09%
shares
Special Resolution 3: Loans or other financial assistance   96.60%          3.40%       237,195,198    90.66%           0.05%
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
04 March 2021

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

Prepared by: The Meeting Specialist (Pty) Ltd

Date: 04-03-2021 10:55:00
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