Results of annual general meeting and changes to the board 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 AND CHANGES TO THE BOARD Results of annual general meeting The annual general meeting of Astral Foods (“AGM”) was held today, Thursday, 7 February 2019. 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: 22 759 044 53.06 100.00 0.00 0.36 To adopt the annual financial statements for the year ended 30 September 2018 2.1 Ordinary resolution number 22 865 050 53.31 97.82 2.18 0.11 2.1: To re-elect Mr DJ Fouché as director 2.2 Ordinary resolution number WITHDRAWN 2.2: To re-elect Dr MT Lategan as director 3.1 Ordinary resolution number 22 865 050 53.31 97.76 2.24 0.11 3.1: To re-elect Mr DJ Fouché as member of the Audit and Risk Management Committee 3.2 Ordinary resolution number WITHDRAWN 3.2: To re-elect Dr MT Lategan as member of the Audit and Risk Management Committee 3.3 Ordinary resolution number 22 865 050 53.31 97.87 2.13 0.11 3.3: To re-elect Mrs TM Shabangu as member of the Audit and Risk Management Committee 4. Ordinary resolution number 4: 22 865 050 53.31 97.16 2.84 0.11 To re-appoint PricewaterhouseCoopers Inc. as auditors for the 2019 financial year 5. Ordinary resolution number 5: 22 865 050 53.31 99.89 0.11 0.11 To confirm the authority of the Audit and Risk Management Committee to determine the remuneration of the auditors 6. Ordinary resolution number 6: 22 865 050 53.31 94.22 5.78 0.11 To endorse the company’s Remuneration Policy 7. Ordinary resolution number 7: 22 484 274 52.42 94.09 5.91 1.00 To endorse the company’s Remuneration Implementation Report 8. Ordinary resolution number 8: 22 865 050 53.31 99.95 0.05 0.11 To authorise any director or the company secretary to sign documentation necessary to implement the ordinary and special resolutions passed at the AGM 9. Special resolution number 1: 22 863 308 53.31 100.00 0.00 0.12 To approve the fees payable to non-executive directors 10. Special resolution number 2: 22 865 050 53.31 99.83 0.17 0.11 To authorise the directors to approve actions related to transactions amounting to financial assistance to related and inter-related companies 11. Special resolution number 3: 22 858 091 53.29 99.12 0.88 0.13 To authorise the company, by way of general authority, to acquire ordinary shares in the company * Based on 42 890 385 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. 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, save for the withdrawal of ordinary resolutions number 2.2 and 3.2 relating to the re-election of Dr MT Lategan as a director and member of the Audit and Risk Management Committee. Change to the board Shareholders are advised that Dr MT Lategan has resigned as independent non-executive director of Astral Foods and member of the Audit and Risk Management Committee with immediate effect. The board of Astral Foods wishes to thank Dr MT Lategan for his valuable contributions to the Company. Mrs Takelani Maumela, an independent non-executive director of Astral Foods, has been appointed as a member of the Audit and Risk Management Committee with effect from 7 February 2019. Other Shareholders are advised that the date of the Independent Auditor’s Report as set out on page 128 of Astral Food’s 2018 Integrated Report should read 16 November 2018 and not 14 November 2018. Pretoria 7 February 2019 Sponsor Nedbank Corporate and Investment Banking Date: 07/02/2019 03:22:00 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.