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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" or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 12th annual general meeting ("Annual General Meeting" or "the meeting") of the shareholders of RFG Holdings Limited held yesterday, Wednesday, 19 March 2025,
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) 1 125 000
Total number of voteable shares 261 637 018
Total number of shares represented (including proxies) at the General Meeting 214 436 196
Proportion of total voteable shares represented at the General Meeting 81,96%
Votes cast disclosed as
a percentage of the
total number of shares Shares voted Shares abstained
voted at the meeting disclosed as a disclosed as a
percentage of the percentage of the
Number of total issued total issued
Resolution For Against shares voted shares shares
Ordinary resolution 1: Election of Tom Blok as a director 100,00% 0,00% 214 363 566 81,58% 0,03%
Ordinary resolution 2: Election of Zeyn Rashid Angamia as 98,99% 1,01% 214 321 890 81,57% 0,04%
director
Ordinary resolution 3: Re-election of Yvonne Gladys Muthien 95,18% 4,82% 214 414 996 81,60% 0,01%
as a director
Ordinary resolution 4: Re-election of Garth John Henry Willis 96,83% 3,17% 214 414 996 81,60% 0,01%
as a director
Ordinary resolution 5: Re-election of Sharron Venessa 100,00% 0,00% 214 414 996 81,60% 0,01%
Naidoo as a director
Ordinary resolution 6: Re-election of Bongiwe Nomandi 100,00% 0,00% 214 414 996 81,60% 0,01%
Njobe as a director
Ordinary resolution 7: Appointment of Sharron Venessa 100,00% 0,00% 214 363 566 81,58% 0,03%
Naidoo to the audit, risk and information technology
committee
Ordinary resolution 8: Appointment of Tom Blok to the audit, 99,98% 0,02% 214 363 566 81,58% 0,03%
risk and information technology committee
Ordinary resolution 9: Appointment of Selomane Maitisa to 99,94% 0,06% 214 321 890 81,57% 0,04%
the audit, risk and information technology committee
Ordinary resolution 10: Appointment of Bongiwe Nomandi 100,00% 0,00% 214 321 890 81,57% 0,04%
Njobe to the social and ethics committee
Ordinary resolution 11: Appointment of Tom Blok to the 100,00% 0,00% 214 363 566 81,58% 0,03%
social and ethics committee
Ordinary resolution 12: Appointment of Zeyn Rashid 99,16% 0,84% 214 321 890 81,57% 0,04%
Angamia to the social and ethics committee
Ordinary resolution 13: Re-appointment of the independent 100,00% 0,00% 214 414 996 81,60% 0,01%
registered auditor
Ordinary resolution 14: General authority to place 1% of the 90,41% 9,59% 214 371 566 81,58% 0,02%
unissued ordinary shares under control of the directors
Ordinary resolution 15: Authority to issue ordinary shares for 87,14% 12,86% 214 363 566 81,58% 0,03%
cash
Ordinary resolution 16: Signature of documents 100,00% 0,00% 214 321 890 81,57% 0,04%
Ordinary resolution 17: Approval of amendments to the rules 99,99% 0,01% 213 995 739 81,44% 0,01%
of the RFG Holdings Limited 2021 share plan
Non-binding advisory resolution 1: Approval of the 92,60% 7,40% 214 360 066 81,58% 0,03%
remuneration policy
Non-binding advisory resolution 2: Approval of the 95,70% 4,30% 214 360 066 81,58% 0,03%
implementation report
Special resolution 1: Non-executive directors' fees 98,85% 1,15% 214 363 566 81,58% 0,03%
Special resolution 2: General authority to repurchase shares 98,38% 1,62% 214 363 566 81,58% 0,03%
Special resolution 3: Loans or other financial assistance to 86,41% 13,59% 214 321 890 81,57% 0,04%
related companies
The special resolution/s will, where necessary, be filed with the Companies and Intellectual Property Commission in due course.
Groot Drakenstein
20 March 2025
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Prepared by: The Meeting Specialist (Pty) Ltd
Date: 20-03-2025 11:11:00
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