RFG 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 9th annual general meeting ("Annual General Meeting" or "the meeting") of the shareholders of RFG held yesterday, Wednesday, 16 March 2022, 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)

1 250 000

Total number of shares ("voteable shares")

261 512 018

Total number of shares represented (including proxies) at the Annual General Meeting

236 254 954

Proportion of total voteable shares represented at the Annual General Meeting

90,34%

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: Re-election of director - Dr. Y

100,00%

0,00%

236 194 914

89,89%

0,02%

Muthien

Ordinary Resolution 2: Re-election of director - Mr. G

99,99%

0,01%

236 195 074

89,89%

0,02%

Willis

Ordinary Resolution 3: Re-election of director - Mr. B

100,00%

0,00%

236 194 374

89,89%

0,02%

Henderson

Ordinary Resolution 4: Re-election of director - Mr. C

100,00%

0,00%

236 195 074

89,89%

0,02%

Schoombie

Ordinary Resolution 5: Appointment of Mr. M Bower to

100,00%

0,00%

236 197 074

89,89%

0,02%

the audit, risk and information technology committee

Ordinary Resolution 6: Appointment of Mr. T Leeuw to

100,00%

0,00%

236 195 074

89,89%

0,02%

the audit, risk and information technology committee

Ordinary Resolution 7: Appointment of Ms. S Maitisa to

99,99%

0,01%

236 194 374

89,89%

0,02%

the audit, risk and information technology committee

Ordinary Resolution 8: Re-appointment of independent

99,99%

0,01%

236 194 414

89,89%

0,02%

registered auditor

Ordinary Resolution 9: Control of authorised but

67,05%

32,95%

236 194 914

89,89%

0,02%

unissued ordinary shares

Ordinary Resolution 10: Authority to issue ordinary

96,42%

3,58%

236 197 074

89,89%

0,02%

shares for cash

Ordinary Resolution 11: Approval and adoption of the

99,99%

0,01%

233 928 872

89,03%

0,89%

RFG Holdings Limited 2021 Share Plan

Ordinary Resolution 12: Signature of documents

100,00%

0,00%

236 196 914

89,89%

0,02%

Non-Binding Advisory Resolution 1: Approval of the

99,67%

0,33%

236 193 854

89,89%

0,02%

remuneration policy

Non-Binding Advisory Resolution 2: Approval of the

99,67%

0,33%

236 192 354

89,89%

0,02%

implementation report

Special Resolution 1: Approval of the non-executive

83,43%

16,57%

236 197 874

89,89%

0,02%

directors' fees

Special Resolution 2: General authority to repurchase

99,64%

0,36%

236 194 914

89,89%

0,02%

shares

Special Resolution 3: Loans or other financial assistance

98,75%

1,25%

236 194 914

89,89%

0,02%

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

17 March 2022

Sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Prepared by: The Meeting Specialist (Pty) Ltd

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Rhodes Food Group Holdings Ltd. published this content on 17 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2022 06:50:12 UTC.