RFG HOLDINGS LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

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

Date: 17-03-2022 08:16:00
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