ASTRAL FOODS LIMITED - Results of annual general meeting

Results of annual general meeting

ASTRAL FOODS LIMITED
“Astral Foods” or the “Company”
(Reg. No. 1978/003194/06)
(Incorporated in the Republic of South Africa)
Share Code: ARL
ISIN Code: ZAE000029757

RESULTS OF ANNUAL GENERAL MEETING

The annual general meeting of Astral Foods (“AGM”) was held via electronic participation on Thursday, 4 February
2021. The detailed results of the voting are as follows:

 Resolution                               Number of    Percentage           For**      Against**      Abstained
                                        shares voted   of shares in             %              %            ***
                                                            issue*                                            %
                                                                 %
 1. Ordinary resolution number 1:         31 499 683         73.39         100.00           0.00            0.55
    Consideration and adoption of
    Annual Financial Statements
 2. Ordinary resolution number 2:
    Re-election of directors
    2.1. Mr DJ Fouché                     31 710 115         73.88          95.22           4.78            0.06
    2.2. Mr S Mayet                       31 710 115         73.88          98.55           1.45            0.06
 3. Ordinary resolution number 3:
    Reappointment of members of
    the Audit and Risk
    Management Committee
    3.1. Mr DJ Fouché                     31 710 115         73.88          98.42           1.58            0.06
    3.2. Mr S Mayet                       31 710 115         73.88         100.00           0.00            0.06
    3.3. Mrs TM Shabangu                  31 710 115         73.88          99.97           0.03            0.06
 4. Ordinary resolution number 4:
    Reappointment of members of
    the Social and Ethics
    Committee
    4.1. Mrs TM Shabangu                  31 711 765         73.88          99.97           0.03            0.06
    4.2. Dr T Eloff                       31 711 241         73.88          97.04           2.96            0.06
    4.3. Mr GD Arnold                     31 711 765         73.88          98.30           1.70            0.06
    4.4. Mr LW Hansen                     31 711 241         73.88          99.30           0.70            0.06
 5. Ordinary resolution number 5:         31 710 115         73.88          61.13          38.87            0.06
    Appointment of the
    Independent Auditor
 6. Ordinary resolution number 6:         31 710 050         73.88          99.99           0.01            0.06
    Authority for determination of
    Auditor’s remuneration
 7. Ordinary resolution number 7:         31 709 098         73.88          61.75          38.25            0.07
    Approval of the Remuneration
    Policy
 8. Ordinary resolution number 8:         31 055 644         72.35          42.00          58.00            1.59
    Approval of the
    implementation of the
    Remuneration Policy
 9. Ordinary resolution number 9:         31 710 480         73.88         100.00          0.00             0.06
     Signature of documentation
 10. Special resolution number 1:         31 707 477         73.87          99.06          0.94             0.07
     Fees payable to Non-executive
     Directors
 11. Special resolution number 2:         31 709 896         73.88          96.65          3.35             0.06
     Authority to provide financial
     assistance to related and inter-
     related companies
 12. Special resolution number 3:         31 710 270         73.88          99.99          0.01             0.06
     General authority to
     repurchase shares in the
     Company

*     Based on 42 922 235 shares in issue as at the date of the AGM.
**    In relation to the total number of shares voted at the AGM.
***   In relation to the total number of shares in issue as at the date of the AGM.

Based on the above voting results, all resolutions were passed by the requisite majority of Astral Foods’
shareholders present in person or represented by proxy at the AGM.

Shareholders are further advised that due to ordinary resolutions number 7 and 8 relating to the non-binding
advisory votes on the remuneration policy and the implementation of the remuneration policy being voted against
by more than 25% of Astral Foods shareholders represented at the AGM.

The Board of the Company hereby issues an invitation to the shareholders who voted against the approval of the
Remuneration Policy and the implementation of the Remuneration Policy to engage with the Company by
submitting written questions/comments to the Company Secretary via e-mail at: leonie.marupen@astralfoods.com
by or before 11:00 on Tuesday, 23 February 2021. The Board requests that dissenting shareholders briefly outline
which aspects of the Company's Remuneration Policy and implementation thereof that need to be reviewed. The
Board undertakes to revert to dissenting shareholders who have submitted questions/comments.

Pretoria
4 February 2021

Sponsor
Nedbank Corporate and Investment Banking

Date: 04-02-2021 01:05:00
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