RFG Holdings Limited

(Incorporated in the Republic of South Africa) Registration number: 2012/074392/06 Share code: RFG

ISIN: ZAE000191979

("RFG" or "the Company")

RESULTS OF THE ANNUAL GENERAL MEETING - CORRECTION

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE by the Company on 17 March 2022 relating to its 2022 Annual General Meeting results (the Announcement).

Each resolution was duly passed by the requisite majority of votes, as announced, however, due to an inadvertent error made by a CSDP on submission of votes, the Announcement contained an incorrect percentage of votes cast in favour of Special Resolution 1: Approval of the non-executive directors' fees. The correct percentage of the votes cast in favour of this resolution should have been 98.41% instead of 83.43%.

All other details contained in the Announcement are correct and remain unchanged.

The full amended 2022 Annual General Meeting results are set out below:

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 percentage of the total number of shares voted at the meeting

Number of shares voted

Shares voted disclosed as a percentage of the total voteable shares

Shares abstained disclosed as a percentage of the total voteable shares

For

Against

Ordinary Resolution 1: Re-election of director - Dr. Y Muthien

100,00%

0,00%

236 194 914

89,89%

0,02%

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

99,99%

0,01%

236 195 074

89,89%

0,02%

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

100,00%

0,00%

236 194 374

89,89%

0,02%

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

100,00%

0,00%

236 195 074

89,89%

0,02%

Ordinary Resolution 5: Appointment of Mr. M Bower to the audit, risk and information technology committee

100,00%

0,00%

236 197 074

89,89%

0,02%

Ordinary Resolution 6: Appointment of Mr. T Leeuw to the audit, risk and information technology committee

100,00%

0,00%

236 195 074

89,89%

0,02%

Ordinary Resolution 7: Appointment of Ms. S Maitisa to the audit, risk and information technology committee

99,99%

0,01%

236 194 374

89,89%

0,02%

Ordinary Resolution 8: Re-appointment of independent registered auditor

99,99%

0,01%

236 194 414

89,89%

0,02%

Ordinary Resolution 9: Control of authorised but unissued ordinary shares

67,05%

32,95%

236 194 914

89,89%

0,02%

Ordinary Resolution 10: Authority to issue ordinary shares for cash

96,42%

3,58%

236 197 074

89,89%

0,02%

Ordinary Resolution 11: Approval and adoption of the RFG Holdings Limited 2021 Share Plan

99,99%

0,01%

233 928 872

89,03%

0,89%

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 remuneration policy

99,67%

0,33%

236 193 854

89,89%

0,02%

Non-Binding Advisory Resolution 2: Approval of the implementation report

99,67%

0,33%

236 192 354

89,89%

0,02%

Special Resolution 1: Approval of the non-executive directors' fees

98.41%

1,59%

236 197 874

89,89%

0,02%

Special Resolution 2: General authority to repurchase shares

99,64%

0,36%

236 194 914

89,89%

0,02%

Special Resolution 3: Loans or other financial assistance to related companies

98,75%

1,25%

236 194 914

89,89%

0,02%

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

Groot Drakenstein 29 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 29 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2022 08:03:07 UTC.