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Report on proceedings at the annual general meeting
RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06)
Share code: RCL
ISIN: ZAE000179438
("RCL FOODS" or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 52nd (fifty second) annual general meeting ("AGM") of the shareholders of RCL FOODS held today,
20 November 2018, all the ordinary and special resolutions proposed at the meeting were approved by
the requisite majority of votes. In this regard, RCL FOODS confirms the voting statistics from the AGM
as follows:
Resolutions Votes carried disclosed Number of Shares voted Shares
as a percentage in shares voted disclosed as abstained
relation to the total a percentage disclosed as
number of shares voted in relation a percentage
at the meeting to the total in relation
issued share to the total
capital* issued share
capital*
For Against
Ordinary resolutions
1 Adoption of annual
financial statements 99,99985 0,00015 907,405,019 96,72455 0,01932
Election and Re-election of directors
2.1 Mr RV Smither 99,99764 0,00236 906,302,435 96,60702 0,13685
2.2 Ms CJ Hess 99,99974 0,00026 906,302,435 96,60702 0,13685
2.3 Mr HJ Carse 99,99775 0,00225 906,302,435 96,60702 0,13685
2.4 Mrs MM Nhlanhla 94,33011 5,66989 906,302,435 96,60702 0,13685
2.5 Mr NP Mageza 99,91400 0,08600 906,302,435 96,60702 0,13685
2.6 Mr GC Zondi 99,99974 0,00026 906,302,435 96,60702 0,13685
3 Re-appointment of external
auditors 97,74714 2,25286 907,577,070 96,74289 0,00098
Election of members of the Audit Committee
4.1 Ms CJ Hess 99,99985 0,00015 906,302,435 96,60702 0,13685
4.2 Mr NP Mageza 99,91371 0,08629 906,302,435 96,60702 0,13685
4.3 Mr DTV Msibi 99,99985 0,00015 906,302,435 96,60702 0,13685
4.4 Mr RV Smither 99,93013 0,06987 906,302,435 96,60702 0,13685
5 Control of authorised but
unissued shares 81,18343 18,81657 907,577,040 96,74289 0,00098
6 Enabling resolution 99,99960 0,00040 906,229,840 96,59928 0,14459
7 Non-binding advisory vote
in respect of the
remuneration policy of the
company 83,49948 16,50052 907,572,720 96,74243 0,00144
8 Non-binding advisory vote
in respect of the
remuneration implementation
report of the company 84,04143 15,95857 907,571,750 96,74232 0,00155
Special resolutions
1 Financial assistance in
terms of sections 44 and 45
of the Companies Act, 2008 89,24411 10,75589 906,954,281 96,67650 0,06737
2 Approval of non-executive
directors’ remuneration 99,99960 0,00040 906,953,561 96,67643 0,06744
*Total issued share capital is 938,133,042 shares.
The special resolutions will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.
Durban
20 November 2018
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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