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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")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 11th annual general meeting ("Annual General Meeting" or "the meeting") of the shareholders of RFG held yesterday, Wednesday,
13 March 2024, the resolutions proposed at the meeting were unaltered from those 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) 1 125 000
Total number of voteable shares 261 637 018
Total number of shares represented (including proxies) at the Annual General Meeting 237 283 934
Proportion of total voteable shares represented at the Annual General Meeting 90.69%
Resolutions Votes cast disclosed as a Number of Shares voted Shares abstained
percentage of the total shares voted disclosed as a disclosed as a
number of shares voted percentage of percentage of
at the meeting the total the total
For Against issued shares issued shares
Ordinary Resolution 1: Election of director – Ms. S V 99,81% 0,19% 236 439 537 89,98% 0,32%
Naidoo
Ordinary Resolution 2: Re-election of director – Ms. S 100,00% 0,00% 236 467 699 89,99% 0,31%
Maitisa
Ordinary Resolution 3: Re-election of director – Mr. W P 98,15% 1,85% 236 475 699 90,00% 0,31%
Hanekom
Ordinary Resolution 4: Re-election of director – Mr. C C 100,00% 0,00% 236 475 699 90,00% 0,31%
Schoombie
Ordinary Resolution 5: Appointment of Ms. S V Naidoo 99,81% 0,19% 236 467 699 89,99% 0,31%
to the audit, risk and information technology committee
Ordinary Resolution 6: Appointment of Mr. T Leeuw to 97,36% 2,64% 236 439 537 89,98% 0,32%
the audit, risk and information technology committee
Ordinary Resolution 7: Appointment of Ms. S Maitisa to 100,00% 0,00% 236 439 537 89,98% 0,32%
the audit, risk and information technology committee
Ordinary Resolution 8: Re-appointment of independent 100,00% 0,00% 236 530 799 90,02% 0,29%
registered auditor
Ordinary Resolution 9: Control of authorised but 67,96% 32,04% 236 396 054 89,97% 0,34%
unissued ordinary shares
Ordinary Resolution 10: Authority to issue ordinary 90,41% 9,59% 236 396 054 89,97% 0,34%
shares for cash
Ordinary Resolution 11: Signature of documents 100,00% 0,00% 236 430 992 89,98% 0,32%
Non-Binding Advisory Resolution 1: Approval of the 92,50% 7,50% 236 363 196 89,95% 0,35%
remuneration policy
Non-Binding Advisory Resolution 2: Approval of the 95,22% 4,78% 236 363 196 89,95% 0,35%
implementation report
Special Resolution 1: Approval of the non-executive 99,03% 0,97% 236 498 971 90,01% 0,30%
directors' fees
Special Resolution 2: General authority to repurchase 99,97% 0,03% 236 427 321 89,98% 0,33%
shares
Special Resolution 3: Loans or other financial assistance 98,09% 1,91% 236 427 321 89,98% 0,33%
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
14 March 2024
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Prepared by: The Meeting Specialist (Pty) Ltd
Date: 14-03-2024 10:05:00
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