RCL FOODS LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share Code: RCL
("RCL FOODS")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the 57th Annual General Meeting ("AGM") of the shareholders of RCL FOODS held on 16 November 2023, all
the ordinary and special resolutions proposed at the AGM were approved by the requisite number of votes.
In this regard, RCL FOODS confirms the voting statistics from the AGM as follows:

                                        Votes cast disclosed as    Number of          Shares voted       Shares
Resolutions                                 a percentage in       shares voted      disclosed as a      abstained
                                         relation to the total                       percentage in   disclosed as a
                                        number of shares voted                         relation to    percentage in
                                             at the meeting                             the total      relation to
                                                                                    issued shares*      the total
                                            For       Against                              (%)       issued shares*
                                            (%)         (%)                                                (%)
Ordinary Resolutions
1.   Election and Re-election of directors
1.1 Mr PR Louw                             99.78529    0.21470     865 671 524        97.25315          0.00085
1.2 Dr PM Moumakwa                         99.97631    0.02368     865 671 524        97.25315          0.00085
1.3 Mr GM Steyn                            99.95984    0.04015     865 671 524        97.25315          0.00085
1.4 Mr GC Zondi                            99.73590    0.26409     865 671 524        97.25315          0.00085
1.5 Ms GP Dingaan                          99.97631    0.02368     865 671 524        97.25315          0.00085
2.   Appointment of external auditors      99.99717    0.00282     865 671 524        97.25315          0.00085
3.   Election of members of the Audit Committee
3.1 Ms GP Dingaan                          99.97631    0.02368     865 671 524        97.25315          0.00085
3.2 Mr NP Mageza                           97.48225    2.51774     865 671 524        97.25315          0.00085
3.3 Mr DTV Msibi                           99.83743    0.16256     865 671 524        97.25315          0.00085
3.4 Mr GM Steyn                            99.83743    0.16256     865 671 524        97.25315          0.00085
4.   General authority to place 10%        92.29997    7.70002     865 671 524        97.25315          0.00085
     of the unissued ordinary shares
     under the control of the
     directors
5.   Enabling resolution                  100.00000    0.00000     865 671 524        97.25315          0.00085
6.   Non-binding advisory vote in          99.57867    0.42132     865 671 524        97.25315          0.00085
     respect of the Remuneration
     Policy
7.   Non-binding advisory vote in          97.27753    2.72246     865 671 524        97.25315          0.00085
     respect of the Remuneration
     Implementation Report
Special Resolutions
1.   Financial assistance in terms of      90.80200    9.19799     865 671 316        97.25313
     section 44 of the Companies Act                                                                    0.00087
2.   Financial assistance in terms of      91.30367    8.69632     865 671 316        97.25313          0.00087
     section 45 of the Companies Act 
3.   Approval of non-executive             99.97349    0.02650     865 671 524        97.25315          0.00085
     directors' remuneration
4.   General authority to repurchase       99.87470    0.12529     865 671 524        97.25315          0.00085
     shares

Total issued share capital is 890,121,769 shares.

The special resolutions will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.

WESTVILLE
17 November 2023

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited

Date: 17-11-2023 11:00:00
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